Two Way Radio Proposal

City of Charlotte

City of Charlotte Bid Number: 269-2019-054 Radios and Communication Equipment

TWO WAY RADIO OF CAROLINA, INC.

A Legend in Communications since 1956

FOR INFORMATION CONTACT: RJ Ochoa Jonathan Sable Regional Manger

Phone: (704) 372-3444 Fax: (704) 372-7059

Email: [email protected] [email protected] “A LEGEND IN COMMUNICATIONS SINCE 1956.” $SULO

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Two Way Radio of Carolina section 2 1 Section 3 Scope of Services 3.2.1. Portable Radios. GROUP 1 – PORTABLE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Company equipment is expected to be of high quality and intended to provide high reliability under heavy 1.1 use in severe environments. YES Equipment must be FCC type accepted in accordance with FCC Part 90 rules and regulations. All Company equipment shall meet 1.2 MIL-STD-810 C, D, E, and F. YES All Company equipment shall be 1.3 software programmable. YES All Company equipment shall support the following: x Conventional analog; x Project 25 Conventional; x Project 25 Trunked Digital 1.4 YES Phase 1; x Upgradable to Project 25 Trunked Digital Phase 2 (TDMA); and x Digital CAI Operation. Features: x Push-to-Talk (PTT) button; x Top-mounted on/off volume knob; x Talkgroup/channel selector; Emergency button with 1.5 x YES protection from inadvertent activation; x Alphanumeric display (on applicable models) with a minimum of eight characters; x Transmit indicator. Companies shall have the option to provide pricing for multiband portable radios capable of operating in the 1.6 following frequency bands: YES x VHF: 136-174 MHz x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 18 Section 3 Scope of Services

GROUP 2 – PORTABLE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 2 Portable Radios shall 2.1 include the requirements listed in YES Group 1 in addition to the following: 2.2 Certified as intrinsically safe. YES 2.3 ADP Encryption option. YES Companies shall have the option to provide pricing for multiband portable radios capable of operating in the 2.4 following frequency bands: x VHF: 136-174 MHz YES x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

GROUP 3 – PORTABLE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 3 Portable Radios shall include the requirements listed in 3.1 Group 1 and Group 2 in addition to the YES following: Over the air programming (OTAP) capable to include: x Integrated voice and data option; 3.2 x Secure programming and YES seamless batch programming options; x POP25 option or equivalent. Text Messaging Format capable to include: Text Messaging limited to real 3.3 x Programmable quick access YES time messaging. No quick access buttons; buttons or store forward option. x Store and forward text options. GPS capable to include: 3.4 x Integration into main antenna. YES 3.5 SmartZone Operation. YES Integrated Voice & Data (IV&D) 3.6 YES option. 3.7 Integrated GPS option. YES

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 19 Section 3 Scope of Services 3.8 Advanced System Key (ASK) option. YES 3.9 Radio Authentication option. YES Programming Over P25 (OTAP) 3.10 YES option. 3.11 Bluetooth option. YES Smart Battery Charging System 3.12 option. YES Companies shall have the option to provide pricing for multiband portable radios capable of operating in the following frequency bands: 3.13 YES VHF / 700/800 Mhz, No UHF x VHF: 136-174 MHz x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

GROUP 4 - MOTOTRBO SERIES PORTABLE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 4 Portable Radios shall be 4.1 brand specific or equal for the YES MotoTrbo Series radios. IMPRES Hi-Cap Li-ion 2150 mAH 4.2 Battery (PMNN4409) or equal YES Slim IMPRES Li-ion 1500 mAH 4.3 Battery (PMNN4407) or equal YES IMPRES Hi-Cap Li-ion FM 2300 4.4 mAH Battery (NNTN8129) or equal YES All radios, including “or equal” proposed radios, must be compatible 4.5 with the CLT Aviation MotoTrbo Link YES Capacity Plus radio system. Companies shall provide proof of http://mpe.motorolasolutions.com 4.6 being an authorized reseller of these YES Motorola Partner Finder Website. Enter types of radios. Two Way Radio of Carolina

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 20 Section 3 Scope of Services GROUP 5 - ICOM PORTABLE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 5 Portable Radios shall be 5.1 brand specific or equal for the ICOM YES avionics handheld radios. Companies shall provide proof of http://www.icomamerica.com/en/dealers/dealers.aspx 5.2 being an authorized reseller of these YES FIND DEALERS ENTER ZIPCODE 28208 types of radios.

ACCESSORIES COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION Regardless of the Group of Portable Radios, Companies shall provide 6.1 pricing for all optional OEM YES accessories including the following at a minimum: 6.2 Programming Cables; YES 6.3 Antennas; YES 6.4 Batteries; YES 6.5 Single-bay Battery Charger YES 6.6 Multiple-bay Battery Charger YES 6.7 Vehicular Battery Charger YES 6.8 Remote Speaker Microphone; YES Remote Speaker Microphone with 6.9 Antenna; YES 6.10 Wired Headset YES 6.11 Wireless/Bluetooth Headset YES 6.12 Carrying Cases YES 6.13 Belt Clips YES All proposed accessories shall be Original Equipment Manufacturer 6.14 (OEM) and must be accompanied by a YES compatible portable radio in the Company’s proposal.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 21 Section 3 Scope of Services DETAILED EQUIPMENT SPECIFICATIONS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION Companies shall provide detailed equipment specifications for all 7.1 proposed portable radios and YES accessories, including the follow information: 7.2 Radio Dimensions YES 7.3 Radio Weight with Battery YES 7.4 Antenna Type YES 7.5 Frequency Channel Capacity YES General features, transmit/ receive 7.6 parameters, and mechanical YES specifications

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 22 Section 3 Scope of Services 3.2.2. Mobile Radios/Control Stations

GROUP 6 - MOBILE RADIOS/CONTROL STATIONS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Company equipment is expected to be of high quality and intended to provide high reliability under heavy 8.1 use in severe environments. YES Equipment must be FCC type accepted in accordance with FCC Part 90 rules and regulations. All Company equipment shall meet 8.2 MIL-STD-810 C, D, E, and F. YES All Company equipment shall be 8.3 software programmable. YES All Company equipment shall support the following: x Conventional analog; x Project 25 Conventional; x Project 25 Trunked Digital 8.4 Phase 1; YES x Upgradable to Project 25 Trunked Digital Phase 2 (TDMA); and x Digital CAI Operation. Mobile radios shall be supplied complete with the following for a complete working solution: x Microphone; x External Speaker; 8.5 x Cables; YES x Fusing; x Mounting Hardware; x Coaxial Cable; x Antennas; x Installation Services. Mobile Radios shall interface with on- 8.6 board radio headset systems on YES vehicles as applicable. Control Station Radios shall be supplied with the following for a complete working solution: x Desk Microphone; 8.7 YES x Speaker; x Cables; x Coaxial Cable; x Antennas.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 23 Section 3 Scope of Services Companies shall provide pricing for 8.8 dash mounted units and remote YES mounted units. Features: x Push-to Talk (PTT) button; x Front-mounted on/off volume 8.9 knob; x Talkgroup/channel selector; YES x Alphanumeric display; x Transmit indicator. Companies shall have the option to provide pricing for multiband mobile radios capable of operating in the 8.10 following frequency bands: YES x VHF: 136-174 MHz x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

GROUP 7 - MOBILE RADIOS/CONTROL STATIONS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 7 Mobile Radios/Control Stations shall include the requirements 9.1 listed in Group 6 in addition to the YES following: 9.2 Certified as intrinsically safe. YES 9.3 ADP Encryption option. YES Companies shall have the option to provide pricing for multiband mobile radios capable of operating in the 9.4 following frequency bands: YES x VHF: 136-174 MHz x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 24 Section 3 Scope of Services

GROUP 8 - MOBILE RADIOS/CONTROL STATIONS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 8 Mobile Radios/Control Stations shall include the requirements 10.1 listed in Group 6 and Group 7 in YES addition to the following: Over the air programming (OTAP) capable to include: x Integrated voice and data option; 10.2 YES x Secure programming and seamless batch programming options; x POP25 option or equivalent. Text Messaging Format capable to include: 10.3 x Programmable quick access YES buttons; x Store and forward text options. 10.4 GPS capable. YES *REQUIRES EXT GPS 10.5 SmartZone Operation. YES Integrated Voice & Data (IV&D) 10.6 option. YES 10.7 Advanced System Key (ASK) option. YES 10.8 Radio Authentication option. YES Programming Over P25 (OTAP) 10.9 option. YES 10.10 Bluetooth option. NO EXTERNAL ADAPTER Companies shall have the option to provide pricing for multiband mobile radios capable of operating in the 10.11 following frequency bands: YES x VHF: 136-174 MHz x UHF: 380-520 MHz x 700/800 MHz: 762-870 MHz

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 25 Section 3 Scope of Services

GROUP 9 - MOTOTRBO SERIES MOBILE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All Group 9 Mobile Radios shall be 11.1 brand specific or equal for the YES MotoTrbo Series radios. All radios shall be supplied complete with the following for a complete working solution: x Microphone; x External Speaker; 11.2 x Cables; x Fusing; YES x Mounting Hardware; x Coaxial Cable; x Antennas; x Installation Services. All radios, including “or equal” proposed radios, must be compatible 11.3 with the CLT Aviation MotoTrbo Link YES Capacity Plus radio system. Companies shall provide proof of 11.4 being an authorized reseller of these YES types of radios.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 26 Section 3 Scope of Services

GROUP 10 - ICOM MOBILE RADIOS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION All ICOM Mobile Radios shall be brand specific or equal mobile vehicle mounted radios for communications to 12.1 YES and from aircraft and/or a Federal Aviation Administration (FAA) tower in an Aviation environment. All ICOM Mobile Radios shall be Federal Communications Commission (FCC) type accepted according to FCC 12.2 YES Part 87 (aviation services) and meet applicable rules for FCC Part 87 and Part 15. All ICOM Mobile Radios shall be 12.3 made in accordance with RTCA DO- YES 186B. All radios shall be supplied complete with the following for a complete working solution: x Microphone; x External Speaker; 12.4 x Cables; YES x Fusing; x Mounting Hardware; x Coaxial Cable; x Antennas; x Installation Services. All radios shall contain the following features: x Operation on USA Aviation Communications Band (118.00-136.992 MHz); 12.5 YES x A120 only - Both 12- and 24- volt systems compatible; x A120 only - 8.33 kHz and 25 kHz channel spacing; x PC programming capability. Companies shall provide proof of 12.6 being an authorized reseller of these YES types of radios.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 27 Section 3 Scope of Services

ACCESSORIES COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION Companies shall provide pricing for all 13.1 optional OEM accessories, including YES the following at a minimum: Cables: x Data Cables; x Extension Cables; 13.2 x Adapters; YES x Power Cables; x Programming Cables. 13.3 Antennas YES 13.4 External Speakers YES 13.5 Public Address Kits YES Desktop Microphone (Control Stations 13.6 Only) YES All proposed accessories shall be Original Equipment Manufacturer 13.7 (OEM) and must be accompanied by a YES compatible mobile radio or control station in the Company’s proposal.

DETAILED EQUIPMENT SPECIFICATIONS COMPLIANCE SPEC # SPECIFICATION YES NO EXCEPTION Companies shall provide detailed equipment specifications for all 14.1 proposed mobile radios, control stations, and accessories, including the YES following information: 14.2 Radio Dimensions YES

14.3 Radio Weight YES 14.4 Antenna Type YES 14.5 Frequency Channel Capacity YES General features, transmit/receive 14.6 parameters, and mechanical YES specifications.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 28 P25 Mission Critical

Subscriber Overview KENWOOD Viking radios are safe and simple to use.

KENWOOD Viking® radios bring together the proven Viking P25 software expertise and KENWOOD’s recognized hardware quality and reliability. Viking radios are used throughout the world by police, fire, paramedics, military and homeland security personnel. We make our radios easier to budget for and buy with our perpetual software license program and Vault™ asset management tool. We use advanced technology like Armada® fleet management and programming software and TrueVoice™ software-based noise cancellation to make them easy to use and easy to maintain. We make safe simple.

PERPETUAL SOFTWARE LICENSE PROGRAM & VAULT ASSET MANAGEMENT Previously today, every time you purchased a P25 land mobile radio you paid for the hardware plus all the software options. In some cases, the software options alone exceed 70% of the radio price. This buying model is outdated, and we think it’s time the LMR market catches up to the rest of the consumer market. That’s why we introduced the industry’s first subscriber radio perpetual software license program, which transforms the way you purchase your radios and adds greater value by extending the life of the software into your next hardware platform — you own the software option forever. Your licenses are easy to manage with Vault, our cloud-based asset management tool.

Software Options Included The program off ers perpetual licenses on commonly purchased public safety software options. The current list price value of these software options is $2,400. We will continue to expand capability on radios and off er new options. • P25 Conventional • P25 Data Conventional • FIRESafe® Responder • MDC1200/GE-Star Signaling • P25 Data Trunking • FIRESafe® Command • P25 Phase 1 Trunking

Managing Assets with Vault Designed to enable you to easily transfer your perpetual software licenses, your Vault account also gives you a comprehensive view of your existing KENWOOD Viking radio fleet and all software licenses, including non-perpetual licenses.

2 ARMADA Fleet Management

Quickly and easily maintain your fleet of radios and update your radio software with Armada, the industry’s first fleet management and programming software with the most intuitive user interface.

Armada introduces the concept of templates to fleet management. Each user group can develop a single profile for its specific agency and designate it as a template. The template is linked to the selected agency’s radio profiles and then as necessary, Armada will download this information into the Viking radio. Programming changes to agency radios only require an update of the template instead of updating each radio profile. You can also copy and paste an existing template to create new radio profiles for additional agencies.

For radio programming, Armada supports either a direct computer connection or Over-the-Air-Programming (OTAP). Because the direct link is a USB connection, multiple radios can connect via a USB hub for concurrent programming, which saves substantial time and eff ort.

FREE Armada Quick Start Training “The ease of use is just unbelievable and the ability Learn the Armada basics in about an hour! to program multiple radios at the same time while Available to you even before you buy. they are in the field has been a huge timesaver.” bit.ly/armada-quickstart - Sgt. John Desmond, City of Waterbury, CT Police Department

USB Elite Battery Management™

OTA OPTIONAL Track the health of batteries installed in your Viking portable radios. Radios can be configured to report battery health directly to the operator as well as to the battery server. Radio System Battery Server Armada Includes email/text message alerts.

Over-the-Internet Programming (OTIP) Program Viking mobile radios remotely using IP-based network services. Works with both wired (Ethernet) and Mobile Router Armada wireless (Wi-Fi) networks.

Kiosk Mode A special view of Armada that simplifies radio interaction. Anyone can connect their radio and automatically install any available updates. Radio Armada

3 Truevoice

To clearly hear the words being transmitted is expected, but to be able to hear the tone of the voice and recognize distress immediately is a true advantage. TrueVoice software-based noise cancellation works in analog or digital mode, eliminates the need for programming noise profiles, and works with any accessory.

TrueVoice™ How does it work? 1 Characterize noise frequencies for commonly found noise sources.

2 Extract human voice from noise source frequencies. 3 Transmit only human voice.

Entry Saw Noise

Noisy Environment Only the human voice is received.

Pumper Truck Noise

Because it is software-based, TrueVoice noise cancellation is standard in both KENWOOD Viking portable and mobile radios.

Ventilation Fan Noise

What people are saying:

“Our off icers complain about digitized voice on other manufacturers’ radios. Because of the way the TrueVoice noise suppression works, the off icers can hear the voice quality improvement with the Viking radios. Not only can they distinguish who’s talking, but also the tone of their voice.” “We have spent hundreds of hours configuring the noise suppression on other radios and it does not match the performance of the Viking.”

4 User Selectable Color Themes

Seven user-selectable themes are available on Viking 5000/6000/7000 series portables and mobiles. Each theme has a day and night time mode. While all themes have various text and background colors, some elements have the same color across all themes. Emergency calls, for instance, will always be displayed in orange. In general, good or enabled items will be green (such as a full battery or good signal strength) and bad or disabled items will be red (such as a channel being busy).

8 themes available to choose from, including:

DAY NIGHT

VIKING (Default)

LCH

NIGHT VISION • Reduces pupil dilation for more eff ective night operations • Minimizes light pollution for low detection nighttime activity

TOP DISPLAY WITH EVENT INDICATION

COLOR INDICATION EXAMPLE EVENT Flip display • Receiving a call successfully Green Good • Sending a status successfully changes text orientation for • Failed registration Red Alert viewing while • Pressing an unprogrammed button in holster • Declaring an emergency Orange Emergency • Receiving an emergency call

5 Portable Specifications

VP5000 VP600 VP6000 VP900 VHF VHF VHF Frequency Band UHF Lo/UHF Hi UHF (380-470 MHz) UHF Lo/UHF Hi VHF/700-800 MHz 700-800 MHz 700-800 MHz 700-800 MHz Multi-band Speaker 1W 1W 1W 1W Color Display

MIL Standard 810G, MIL Standard 810G, MIL Standard 810G, MIL Standard 810G, Water Protection IP67 IP67 IP67/IP68 IP67

Hazardous Location Certification TIA 4950A FM 3611 TIA 4950A FM 3611

Channel Capacity 1024 1024 1024 2048 (2048; 4096 option) AES AES AES AES Encryption DES-OFB DES-OFB DES-OFB DES-OFB ARC 4 ARC4 ARC4 ARC4

Over-the-Air Rekeying (OTAR)

Over-the-Air Programming (OTAP) AMBE+2 Vocoder TrueVoice™ Noise Cancellation P25 Phase 1 P25 Phase 2 Motorola SMARTNET® II /SmartZone® protocol Internal GPS 2 Bluetooth® Bluetooth® Programming 1 1 P25 Paging Voice Recording 1 1 Man Down Enhanced Vehicular Repeater (EVRS) Option

Black Black Black Color Option Black High Visibility High Visibility Green High Visibility Green Green

1Future availability 2700/800 MHz only

6 VP5000 Single Band

VP600 Single Band VP900 Dual Band

VP6000 Single Band

7 VM7000 All-Band (Multi-Deck)

VM900 Dual Band

VM6000 Single Band

VM5000 Single Band

Viking® HHCH Standard Control Head Basic Control Head Viking® Control Head Full-Featured Control Head

VM900 VM5000 VM900/VM6000 VM7000

VM6000

8 Mobile Specifications

VM5000 VM6000 VM900 VM7000 VHF VHF Any combination Frequency Band UHF Lo/UHF Hi UHF Lo/UHF Hi VHF/700/800 MHz of up to 4 bands 700/800 MHz 700/800 MHz

Control Head Options:

Standard Basic Viking Full-Featured Handheld

Dash Dash Mounting Options Remote Remote Remote Remote Dual Control Head Support Multi-Deck Support Color Display

Channel Capacity 1024 1024 2048 1024 (2048; 4096 option) (2048; 4096 option) AES AES AES AES Encryption DES-OFB DES-OFB DES-OFB DES-OFB ARC4 ARC4 ARC4 ARC4 Over-the-Air Rekeying (OTAR) Over-the-Air Programming (OTAP) Over-the-Intranet Programming (OTIP) ¹ Wi-Fi ¹ AMBE+2 Vocoder TrueVoice™ Noise Cancellation P25 Phase 1 P25 Phase 2 Motorola SMARTNET® II/ SmartZone® protocol Internal GPS 2 Bluetooth® Bluetooth® Programming 3 3 3 P25 Paging Voice Recording 3 3 3 Enhanced Vehicular Repeater (EVRS) Option

1Remote mount only. 2Requires external GPS receiver. 3Future availability.

9 Accessories

| Carrying | Leather & Nylon Cases Belt Clips/Loops Retaining Straps D-ring Swivels Shoulder Straps & Utility Belts

To view the complete accessory catalog, please visit: bit.ly/viking-accessories

10 Viking

FIRESafe Software

Designed for analog or P25 simplex fireground operations.

Enhances communication awareness in a dynamic fire scene environment, allowing firefighters to focus on the mission at hand.

• Establish Commander & Responder Roles • Set & Forget (single button lock function) • Out of Range Indication • Evacuation Alert • P25 Auto Switch (extends communication range when operating in analog mode) • Visual & Audible Communication Signal Strength Indicators

11 bit.ly/makingsafesimple

1440 Corporate Drive, Irving, TX 75038-2401 Phone: 800.328.3911 • efj ohnson.com

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YOU’RE COMPLETELY CONNECTED

With this dynamic evolution of MOTOTRBO digital two-waywo-way radios, you’re better connected, safer and more productive.uctive. The XPR 7000e Series is designed for the skilled professionalessional who refuses to compromise. With high performance integratedntegrated voice and data, and advanced features for efficient operation,peration, these next-generation radios deliver complete connectivityctivity to your organization.

CONNECTED The MOTOTRBO XPR 7000e Series is a family of DMR-standard digital radios that delivers operations-critical voice and data communications. Bluetooth® audio lets you talk without wires, integrated Wi-Fi® enables remote software updates, and indoor and outdoor location-tracking capabilities give you total visibility of your resources. With support for trunking as well as legacy analog technology, you can keep your organization connected as it grows.

SAFE WHAT’S NEW Safeguard your staff with responsive push-to-talk technology. The IN THESE NEXT prominent orange emergency button on XPR 7000e Series radios GENERATION summons help with one touch, using Transmit Interrupt to clear RADIOS a channel when necessary. An integrated accelerometer senses • Integrated accelerometer if you’ve fallen, and can initiate a call for assistance. The radio is for optional Man Down tested tough to military standards and is waterproof to IP68. It • Bluetooth® 4.0 won’t let you down. • Indoor location tracking • Integrated Wi-Fi® • Over-the-air software PRODUCTIVE updates Text messaging and Work Order Ticketing simplify complex • Enhanced audio quality communications, and data capabilities support advanced • Improved expandability applications. Featuring a powerful audio amplifier, these radios • Better battery life (up to 29 hrs) deliver loud, clear speech, with industrial noise cancellation for • Better range (up to 8%) better intelligibility. The latest energy technology delivers up • Better waterproofing to 29 hours of battery life for 3-shift working, and an improved (IP68) receiver boosts range by up to 8%.

PRODUCT DATA SHEET | MOTOTRBO™ XPR™ 7000e SERIES DIGITAL TWO-WAY RADIOS Full Keypad (FKP) Model No Keypad (NKP) Model Model Number XPR 7550e XPR 7580e XPR 7350e XPR 7380e Band VHF UHF 800/900 VHF UHF 800/900 GENERAL SPECIFICATIONS Frequency 136-174 MHz 403-527 MHz 806-825 MHz, 136-174 MHz 403-527 MHz 806-825 MHz, 851-870 MHz, 851 -870 MHz, 896-902 MHz, 896-902 MHz, 935-941 MHz 935-941 MHz High Power Output 5 W 4 W 2.5 W 5 W 4 W 2.5 W Low Power Output 1 W 1 W 1 W 1 W 1 W 1 W Channel Spacing 12.5, 25* kHz Channel Capacity 1000 32 Dimensions (H x W x D), 5.1 x 2.2 x 1.4 in (130 x 55 x 36 mm) 5.1 x 2.2 x 1.3 in (130 x 55 x 34 mm) Radio + Slim Battery Weight, Radio + Slim Battery 11 oz (315 g) 10 oz (290 g) Dimensions (H x W x D), 5.1 x 2.2 x 1.6 in (130 x 55 x 41 mm) 5.1 x 2.2 x 1.6 in (130 x 55 x 40 mm) Radio + High Capacity Battery Weight, Radio + High Capacity Battery 12 oz (347 g) 11 oz (322 g) FCC Description AZ489FT7066 AZ489FT7065 AZ489FT7067 AZ489FT7066 AZ489FT7065 AZ489FT7067 IC Description 109U-89FT7066 109U-89FT7065 109U-89FT7067 109U-89FT7066 109U-89FT7065 109U-89FT7067 Digital / Analog Battery Life1, 20.0 / 15.0 hrs 19.0 / 14.5 hrs 19.0 / 15.5 hrs 20.0 / 15.0 hrs 19.0 / 14.5 hrs 19.0 / 15.5 hrs Slim 2100 mAh Battery Digital / Analog Battery Life1, 29.0 / 22.0 hrs 28.0 / 21.5 hrs 28.0 / 23.0 hrs 29.0 / 22.0 hrs 28.0 / 21.5 hrs 28.0 / 23.0 hrs High Capacity 3000 mAh Battery Power Supply (Nominal) 7.5 V

PRODUCT DATA SHEET | MOTOTRBO™ XPR™ 7000e SERIES DIGITAL TWO-WAY RADIOS ALL MODELS

CONNECTION TRANSMITTER SPECIFICATIONS BLUETOOTH SPECIFICATIONS • VHF Band, 5 W • UHF Band, 4 W Channel Spacing 12.5, 25* kHz Version 4.0 • 800/900 Band, 2.5 W 4FSK Digital Modulation 12.5 kHz Data: 7K60F1D and 7K60FXD, Range Class 2, 33 ft (10 m) • FKP Model: Full Keypad, Color 12.5 kHz Voice: 7K60F1E and 7K60FXE, Screen, 1000 Channels Combination of 12.5 kHz Voice and Data: Supported Profiles Bluetooth Headset Profile (HSP), Serial Port • NKP Model: No Keypad or 7K60F1W Profile (SPP), Motorola fast push-to-talk. Screen, 32 Channels Simultaneous Connections 1 x audio accessory and 1 x data device • Analog and Digital Digital Protocol ETSI TS 102 361 • Voice and Data Conducted/Radiated Emissions -36 dBm < 1GHz, -30 dBm > 1GHz Permanent Discoverable Mode Standard Integrated Wi-Fi (TIA603D) GNSS SPECIFICATIONS • Canned Text Messaging • Freeform Text Messaging (FKP) Adjacent Channel Power 60dB (12.5 kHz channel), Constellation Support GPS Text to Speech 70dB (25* kHz channel) Time To First Fix, Cold Start < 60 s Work Order Ticketing Frequency Stability ± 0.5 ppm Indoor Location Tracking Time To First Fix, Hot Start < 10 s • Event-Driven Location Update RECEIVER SPECIFICATIONS Horizontal Accuracy < 16.5 ft (< 5 m) •Bluetooth Audio Analog Sensitivity (12dB SINAD) 0.16 uV (0.22 uV for 800/900 band) Bluetoth Data WI-FI SPECIFICATIONS • Voice Announcement Digital Sensitivity (5% BER) 0.14 uV (0.19 uV for 800/900 band) Standards Supported IEEE 802.11b, 802.11g, 802.11n • Home Channel Reminder Intermodulation (TIA603D) 70 dB •Option Board Security Protocol Supported WPA, WPA-2, WEP Adjacent Channel Selectivity, 60 dB (12.5 kHz channel), AUDIO (TIA603A)-1T 70 dB (25* kHz channel) Maximum Number of SSIDs 128 (64 for NKP Models) • Intelligent Audio Adjacent Channel Selectivity, 45 dB (12.5 kHz channel), ENVIRONMENTAL SPECIFICATIONS • IMPRES Audio (TIA603D)-2T 70 dB (25* kHz channel) Operating Temperature2 -22 °F to 140 °F (-30 °C to +60 °C) • Acoustic Feedback Suppressor • Microphone Distortion Control Spurious Rejection (TIA603D) 70 dB Storage Temperature -40 °F to 185 °F (-40 °C to +85 °C) • User-Selectable Audio Profiles AUDIO SPECIFICATIONS Thermal Shock Per MIL-STD •Trill Enhancement SINC+ Noise Cancellation Digital Vocoder Type AMBE+2™ Humidity Per MIL-STD Audio Response TIA603D Electrostatic Discharge IEC 61000-4-2 Level 4 CUSTOMIZATION Rated Audio 0.5 W • Wide Range of Accessories Dust and Water Intrusion IEC 60529 - IP68, 6.6 ft (2 m) for 2 hrs • GCAI Accessory Connector Audio Distortion at Rated Audio 3% Salt Fog 5% NaCl for 8 hrs at 35 °C, 16 hrs standing Multi-Button PTT • 6 Programmable Buttons (FKP) Hum and Noise -40 dB (12.5 kHz channel), Packaging Test MIL-STD 810D and E -45 dB (25* kHz channel) • 4 Programmable Buttons (NKP) HAZLOC CERTIFICATION • Day/Night Screen Mode (FKP) Conducted Spurious Emissions -57 dBm • Emergency Button (TIA603D) When properly equipped with Motorola UL-Approved battery, XPR 7000e Series radios are UL Approved to TIA-4950 for use in Hazardous Locations, MANAGEMENT Division 1, Class I, II, III, Groups C,D,E, F, G; Division 2, Class 1, Groups A,B,C,D, NOTES Radio Management 1: Typical battery life, 5/5/90 profile at maximum transmitter power with GNSS, Bluetooth, T3C. Tamb = -25 °C to +60 °C. Wi-Fi and Option Board applications disabled. Actual observed runtimes may vary. Over-the-Air Programming 2: Specialized low-temperature battery required for operation below 14 °F (-10 °C). Over-the-Air Software Update Specifications are subject to change without notice. All specifications shown are typical values. •IMPRES Energy * 25 kHz channels not available in USA. IMPRES Battery Mgt %.30QFSBUJPO.PEF]5JFS***** Over-the-Air Battery Mgt MILITARY STANDARDS SAFETY MIL-STD 810C MIL-STD 810D MIL-STD 810E MIL-STD 810F MIL-STD 810G • Integrated Accelerometer METHOD PROCEDURE METHOD PROCEDURE METHOD PROCEDURE METHOD PROCEDURE METHOD PROCEDURE Man Down •Lone Worker Low Pressure 500.1 I 500.2 II 500.3 II 500.4 II 500.5 II • Basic and Enhanced Privacy High Temp 501.1 I, II 501.2 I/A1, II/A1 501.3 I/A1, II/A1 501.4 I/Hot, II/Hot 501.5 I/A1, II/A1 • Transmit Interrupt •Digital Emergency Low Temp 502.1 I 502.2 I/C3, II/C1 502.3 I/C3, II/C1 502.4 I/C3, II/C1 502.5 I/C3, II/C1 • Emergency Search Tone Temp Shock 503.1 I 503.2 I/A1/C3 503.3 A1/C3 503.4 I 503.5 I-C •Remote Monitor • Radio Disable / Enable Solar Radiation 505.1 II 505.2 I/Hot-Dry 505.3 I/Hot-Dry 505.4 I/Hot-Dry 505.5 I-A1 • Waterproof to IP68 Rain 506.1 I, II 506.2 I, II 506.3 I, II 506.4 I, III 506.5 I, III • Rugged to MIL-STD 810 HazLoc Certification Humidity 507.1 II 507.2 II/Hot-Humid 507.3 II/Hot-Humid 507.4 - 507.5 II/Hot-Humid Salt Fog 509.1 I 509.2 I 509.3 I 509.4 - 509.5 - SYSTEMS • Dual Capacity Direct Mode Dust 510.1 I, II 510.2 I, II 510.3 I, II 510.4 I, II 510.5 I, II •Conventional Vibration 514.2 VIII/F, W, XI 514.3 I/10, II/3 514.4 I/10, II/3 514.5 I/24, II/5 514.6 I/24, II/5 • IP Site Connect • Capacity Plus Single/Multi-Site Shock 516.2 II 516.3 I, IV 516.4 I, IV 516.5 I, IV 516.6 I, IV Capacity Max Connect Plus

Optional PRODUCT DATA SHEET | MOTOTRBO™ XPR™ 7000e SERIES DIGITAL TWO-WAY RADIOS BLUETOOTH REMOTE SPEAKER MICROPHONE

Connect to your radio without wires, Improve usability with a Remote for extra comfort and safety. A full Speaker Microphone (RSM). Choose portfolio of Bluetooth headsets and from standard, heavy duty and noise- earpieces is available. cancelling models, with or without secondary earpiece connector.

SMART ENERGY EARPIECES

Motorola’s patented IMPRES™ Energy For all-day comfort, choose from our rangee technology gives you smart batteries of earpieces. Lightweight or heavy duty, to keep your radio powered for longer. discreet or rugged, with or without built-inn Choose from a range of batteries, hearing protection. chargers, and management tools.

CARRY SOLUTIONS HEADSETS

However you choose to wear or carry In a noisy workplace, you need to protect your radio, we have a solution for you. your workers’ hearing. Whether it’s heavy From leather cases to belts and belt duty noise reduction or innovative temple clips to bags, straps and pouches. transducer technology, our headsets can help.

SCREEN PROTECTORS VIBRATING BELTCLIP

In ultra-harsh environments, your When it’s unacceptable to miss calls in a radio’s screen can get scratched and noisy environment, equip your radios with abraded. Keep it clear and readable a powerful vibrating belt clip for an extra with these durable pre-cut screen physical alert. protectors.

For more details on XPR 7000e accessories, please download the MOTOTRBO Professional Accessories Catalog.

To get connected with MOTOTRBO, please contact your local Motorola representative or visit motorolasolutions.com/MOTOTRBO

Motorola Solutions, Inc. 1301 East Algonquin Road Schaumburg, Illinois 60196, U.S.A. 800-367-2346 motorolasolutions.com

MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. Wi-Fi is a registered trademark of the Wi-Fi Alliance®. All other trademarks are the property of their respective owners. ©2016 Motorola, Inc. All rights reserved. 05-2016 VHF AIR BAND TRANSCEIVER

Innovation at itҋs Best. OLED Screen with Easy Installation

High Visibility OLED Screen The OLED (Organic Light Emitting Diode) emits light from itself, so a display backlight is not required. It provides higher contrast, wider viewing angle of almost 180 degrees and faster response time than a conventional LCD. The IC-A220’s display has a wide active area, allowing operating frequencies to be maximized in the display, while operating status can be shown on both top and bottom of the display. Large Switch Buttons The IC-A220 has large switch buttons on the front panel. The most frequently used FLIP-FLOP (Frequency exchange) switch button is designed large enough to be pushed with ease. All switch buttons and knobs are illuminated with pure-white backlighting, which are the same color as the OLED display.

Auto Squelch Function The squelch sensitivity is automatically adjusted in accordance with the noise level to eliminate annoying background noise and unwanted signals. Quick Squelch Adjustment The auto and manual squelch including squelch level can be quickly adjusted with the Volume knob. The squelch test function temporarily opens the squelch and allows you to monitor signals. GPS Memory Function When connected to an external GPS receiver* equipped with an airport frequency database, the frequency data such as nearby airports can be transferred and made available in the IC-A220. * Ask your dealer for available GPS receiver details. Optional Power Supply PS-80 for the Ground When combined with the IC-A220, the optional PS-80 power supply provides a convenient base station operation on the ground. The PS-80 includes built-in speaker and HM-176 hand microphone. VHF AIR BAND TRANSCEIVER

Auto Dimmer Memory Channels SPECIFICATIONS The auto dimmer function sets display The IC-A220 has 20 memory channels GENERAL and key backlighting brightness. The IC- and 20 history memory channels respec- Frequency coverage Tx/Rx 8.33 kHz spacing 118.000–136.992 MHz A220’s high sensitivity light sensor cov- tively. Often used memory channels can 25 kHz spacing 118.000–136.975 MHz ers a wide illumination range. be instantly recalled. Group memory Rx Weather channel 161.650–163.275 MHz channels are organized into 10 memory Frequency spacing 8.33 kHz/25 kHz External Dimmer Control channels by five groups (total 50 chan- Mode AM (6K00A3E, 5K60A3E) Frequency stability ±5 ppm By connecting to an external dimmer nels). Weather channel scanning function Operating temperature –20˚C to +55˚C; –4˚F to +131˚F control system on the aircraft, the IC- searches for weather channel signals. Antenna impedance 50 1 A220’s dimmer function can be linked Number of memory 20 regular, 50 group memory, with the aircraft dimmer level. Other Features channels 10 GPS, 20 history, 10 weather Power supply requirement 13.8 V/27.5 V DC (Negative ground) • Dualwatch and priority watch functions Dimensions (W × H × D, 160 × 34 × 271 mm; Intercom Function • One touch access to 121.5 MHz emer- Projections not included) 6.3 × 1.34 × 10.67 in The IC-A220 has a built-in voice acti- gency frequency Weight (approximately) 1.0 kg; 2.2 lb vated intercom function allowing the pilot • Side tone function for monitoring your TRANSMITTER to talk with the copilot via the headset. Output power 8 W (Carrier power) voice with a headset Spurious emission –60 dBc The IC-A220 has adjustable audio level • ANL (Automatic noise limiter) function Modulation limiting 70% (Maximum 98%) and squelch control functions. reduces pulse type noise Microphone impedance 600 1 • PC programming capability RECEIVER Remote Control Capability Intermediate frequencies 38.85 MHz/450 kHz (1st/2nd) • Dial lock and panel lock Sensitivity AM (6 dB S/N) Less than 2 μV You can remotely control the FLIP-FLOP • Time-out-timer FM (12 dB SINAD) Less than 1.4 μV (frequency exchange), intercom and re- • D-SUB 25-pin connector and MIL-Spec Selectivity 25 kHz spacing ±3 kHz/±22 kHz (6 dB/60 dB) call switches via the rear panel connector. M39029/63-368 compliant socket pins 8.33 kHz spacing ±2.778 kHz/±7.37 kHz (6 dB/60 dB) Spurious response More than 74 dBμ • Slim 33 mm (1.3 inch) height can be in- 8.33 kHz Channel Spacing Audio output power stalled in a limited panel space External SP 5 W with a 4 1 load The IC-A220 allows switching between • Two types of menu mode; settings Headphone 60 mW with a 500 1 load 8.33 kHz and 25 kHz frequency steps in Measurements made in accordance with RTCA DO-186B. menu and configuration menu All stated specifications are and subject to change without the menu mode. • Both 13.8 V and 27.5 V electrical sys- notice or obligation. * Use of 8.33 kHz channel spacing may be tems compatible Applicable U.S. Military Specifications prohibited depending on country. Standard MIL 810 G Method Procedure Low Pressure 500.5 OPTIONS Some options may not be available in some countries. Please ask your dealer for details. I, II High Temperature 501.5 I, II MB-53 MOUNTING BRACKET PS-80 POWER SUPPLY HM-176 HAND MICROPHONE Low Temperature 502.5 I, II Temperature Shock 503.5 I-C Solar Radiation 505.5 I Humidity 507.5 II Vibration 514.6 I Shock 516.6 I Also meets equivalent MIL-STD-810-C, -D, -E and -F.

HM-176 and MBA-3 rear panel are Same as supplied with MB-53 and External speaker, SP-35 and micro- supplied, depending on version. Supplied Accessories PS-80. phone, HM-176 are included. • 200 (W) × 200 (H) × 300 (D) mm P Mounting bracket kit SP-35 EXTERNAL SPEAKER MBA-3 REAR PANEL ADAPTER REAR PANEL VIEW

For installation into a card edge con- D-Sub 25-pin type connector Same as supplied with MB-53. nector equipment including PS-80.

1-1-32, Kami-minami, Hirano-Ku, Osaka 547-0003, Japan Phone: +81 (06) 6793 5302 Fax: +81 (06) 6793 0013 www.icom.co.jp/world Count on us!

12421 Willows Road NE, Communication Equipment Zac de la Plaine, 6F No. 68, Sec. 1 Cheng-Teh Road, Your local distributor/dealer: Kirkland, WA 98034, U.S.A. Auf der Krautweide 24 1 Rue Brindejonc des Moulinais, BP 45804, Taipei, Taiwan, R.O.C. Phone: +1 (425) 454-8155 65812 Bad Soden am Taunus, Germany 31505 Toulouse Cedex 5, France Phone: +886 (02) 2559 1899 Fax: +1 (425) 454-1509 Phone: +49 (6196) 76685-0 Phone: +33 (5) 61 36 03 03 Fax: +886 (02) 2559 1874 E-mail: [email protected] Fax: +49 (6196) 76685-50 Fax: +33 (5) 61 36 03 00 E-mail: [email protected] URL: http://www.icomamerica.com E-mail: [email protected] E-mail: [email protected] URL: http://www.asia-icom.com URL: http://www.icomeurope.com URL: http://www.icom-france.com

Glenwood Centre #150-6165 Ctra. Rubi, No. 88 "Edificio Can Castanyer" Unit 1 / 103 Garden Road, No.101, Building 9, Caifuxingyuan Park, Highway 17A, Delta, B.C., Bajos A 08174, Sant Cugat del Valles, Clayton, VIC 3168 Australia No.188 Maoting Road, Chedun Town, V4K 5B8, Canada Barcelona, Spain Phone: +61 (03) 9549 7500 Songjiang District, Shanghai, 201611, China Phone: +1 (604) 952-4266 Phone: +34 (93) 590 26 70 Fax: +61 (03) 9549 7505 Phone: +86 (021) 6153 2768 Fax: +1 (604) 952-0090 Fax: +34 (93) 589 04 46 E-mail: [email protected] Fax: +86 (021) 5765 9987 E-mail: [email protected] E-mail: [email protected] URL: http://www.icom.net.au E-mail: [email protected] URL: http://www.icomcanada.com URL: http://www.icomspain.com URL: http://www.bjicom.com

Rua Itororó, 444 Padre Eustáquio Blacksole House, Altira Park, 39C Rennie Drive, Airport Oaks, Belo Horizonte MG, Herne Bay, Kent, CT6 6GZ, U.K. Auckland, New Zealand CEP: 30720-450, Brazil Phone: +44 (0) 1227 741741 Phone: +64 (09) 274 4062 Phone: +55 (31) 3582 8847 Fax: +44 (0) 1227 741742 Fax: +64 (09) 274 4708 Fax: +55 (31) 3582 8987 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] URL: http://www.icomuk.co.uk URL: http://www.icom.co.nz 16HS0180* © 2016 Icom Inc. Printed in Japan VHF AIR BAND TRANSCEIVER

Top Performance Mobile Airband Radio with Active Noise Cancelling and Bluetooth® Wireless Connectivity

High Visibility, Simple Operation Active Noise Cancelling (ANC)

The full dot-matrix LCD allows for high visibility and clearly The newly added built-in ANC reduces background noise in the shows alphanumeric characters and icons. Programming received and transmitting signals. This function is effective in memory channels and other radio settings can be simply made extremely noisy airport environments full of aircraft noise. The from the front panel by radio users. These customizing functions automatic noise limiter (ANL)* reduces pulse-type noise such as can also be restricted, depending on the radio settings. engine ignition. * The ANL and ANC functions cannot be used at the same time. Optional Bluetooth® Headset Connectivity IP54 Dust-Protection and Water Resistance With the optional UT-133A Bluetooth® unit, the IC-A120 can be used with a third-party wireless Bluetooth® headset. Also, using The IC-A120 has IP54 dust-protection and water resistance. the optional VS-3 Bluetooth® headset, the side tone function is This construction allows for use in open-air vehicles. available. VHF AIR BAND TRANSCEIVER

Dualwatch and ON-Hook Scan Functions SPECIFICATIONS The dualwatch function checks the priority and operating channels alternatively. The GENERAL IC-A120 ON-Hook scan function automatically starts scanning when the hand microphone is Frequency coverage (Tx/Rx) 118.000–136.992MHz Channel spacing 25kHz/8.33kHz hooked on the microphone hanger. When you take the microphone OFF hook, the Type of emission 6K00A3E, 5K60A3E (FCC/EXP) scanning stops at the priority channel or displayed channel (according to the prepro- 6K00A3E (Industry Canada) gramming). Operating temperature –30˚C to +60˚C; –22˚F to +140˚F Frequency stability ±5ppm (–30˚C to +60˚C; –22˚F to +140˚F) Side Tone Function Antenna connector SO-239 (50Ω) When using a third-party headset with the optional OPC-871A headset adapter, the Number of memory channels 200 channels Power supply requirement 13.75V/27.5V DC side tone function allows you to monitor your own transmitted voice via the connected Current drain (at 13.75V) headset. Even when using a hand microphone, your voice can be monitored from the Transmitting 5.0A (maximum) headset. Receiving 4.0A (at AF max.), 0.5A (at stand-by) Dimensions (W×H×D, 161×45×175 (mm); Optional Speaker-Microphone, HM-217 Projections not included) 6.34×1.77×6.89 (in) (approximately) Weight (approximately) 1.5kg; 3.3lb (main unit) Listen to received audio through the HM-217’s built-in speaker. From the speakermi- TRANSMITTER crophone’s front panel, access up/down buttons and two programmable buttons Output power (at 13.75V) 9.0W typical (P1/P2) which can be used as a shortcut to activate frequently used functions. (Carrier Power) 10.0W maximum Spurious emissions Less than –60dBc Modulation capability 70% to 100% Other Features Microphone impedance 600Ω • A total of 200 memory channels with • Dualwatch and priority scan functions RECEIVER 12-character channel names Intermediate frequencies 38.85MHz/450kHz (1st/2nd) • Power on password protection Sensitivity (at 6dB S/N) Less than 1μV • Both 12- and 24- volt systems compatible • PC programming capability Selectivity 8.33kHz 2.778/7.37kHz (6dB/60dB) • 8.33 kHz* and 25 kHz channel spacing 25kHz 8/25kHz (6dB/60dB) • CI-V Commands for external control Spurious response More than 74dBμ * Use of 8.33 kHz channel spacing is pro- • VE-PG3 RoIP gateway for interconnect Audio output power (10% distortion, 60% modulation) hibited in Canada Internal SP (8Ω load) 1.5W typical with other radio devices External SP (8Ω load) More than 10W • 36W (P.E.P.) RF output power Headphone (500Ω load) More than 100mW Measurements made in accordance with FCC Part 87 and OPTIONS Industry Canada for USA version. All stated specifications are subject to change without notice or obligation. Bluetooth® UNIT & Bluetooth® HEADSET HAND MICROPHONES Applicable U.S. Military Specifications MIL 810 G Standard Method Procedure Low Pressure 500.5 I, II High Temperature 501.5 I, II Low Temperature 502.5 I, II Temperature Shock 503.5 I-C Solar Radiation 505.5 I UT-133A VS-3 HM-216 HM-217 Humidity 507.5 II Use with UT-133A in a pair. Same as supplied. Speaker-microphone. Vibration 514.6 I Shock 516.6 I, IV Also meets equivalent MIL-STD-810-C, -D, -E and -F. HEADSET ADAPTER RoIP GATEWAY & CABLE Applicable IP Rating Ingress Protection Standard Dust & Water IP54 (Dust-protection and water resistance) OPC-2275 Supplied Accessories ❍ Hand microphone, HM-216 ❍ ❍ OPC-871A VE-PG3 DC power cable Mounting bracket kit To interconnect with a third-party aviation headset. To interconnect with other radio devices. ❍ Microphone hanger kit ❍ Fuses

Icom, Icom Inc. and the Icom logo are registered trademarks of Icom Incorporated (Japan) in Japan, the United States, the United Kingdom, Germany, France, Spain, Russia, Australia, New Zealand, and/or other countries. The Bluetooth® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by Icom Inc. is under license. All other trademarks are the properties of their respective holders.

1-1-32, Kami-minami, Hirano-Ku, Osaka 547-0003, Japan Phone: +81 (06) 6793 5302 Fax: +81 (06) 6793 0013 www.icom.co.jp/world Count on us!

Rua Itororó, 444 Padre Eustáquio Blacksole House, Altira Park, 39C Rennie Drive, Airport Oaks, Belo Horizonte MG, Herne Bay, Kent, CT6 6GZ, U.K. Auckland, New Zealand CEP: 30720-450, Brazil Phone: +44 (0) 1227 741741 Phone: +64 (09) 274 4062 Phone: +55 (31) 3582 8847 Fax: +44 (0) 1227 741742 Fax: +64 (09) 274 4708 Fax: +55 (31) 3582 8987 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] URL: http://www.icomuk.co.uk URL: http://www.icom.co.nz 16WS003A © 2016 Icom Inc. Printed in Japan 6 W (PEP) Powerful Air Band Radio with Built-in GPS and Bluetooth®

IC-A25N IC-A25C (NAV ＆ COM channels) (COM channels) IC-A25_naka_en_LT_0928.ai 1 10/10/2017 2:42:55 PM

Redeﬁning VHF A from the Ground U

Navigation Functions (for the IC-A25N)

Built-in GPS with Simplified Waypoint NAV

The simplified waypoint NAV guides you to a destination by using current position information from GPS (also GLONASS and SBAS). The waypoint NAV has two functions: Direct-To NAV and Flight Plan NAV. In the Direct-To NAV, the IC-A25N directly guides you to a specified waypoint. In the Flight Plan NAV, the transceiver guides you to a sequential series of waypoints. Up to 10 flight plans and 300 waypoints can be memorized in the IC-A25N. Position information imported from an Android/iOS device* can be used as a waypoint. IC-A25N IC-A25C * RS-AERO1A/RS-AERO1I required. Waypoint NAV screen

General Functions

Class-Leading High Power RF Output

Output power is increased to approximately 6 W typical (PEP) and 1.8 W typical (carrier) compared to the IC-A24 (5/1.5 W (PEP/carrier)). This expands the communication coverage and enhances the safety of aircraft operation.

Easy-to-Use Interface

Often used functions are assigned to the keypad and you can directly access a desired function. The enlarged flat sheet keypad offers smooth and swift operation.

After pushing the [F] key, you can directly access a function printed in orange on the keypad. * Photo is of the IC-A25N. IC-A25_naka_en_LT_0928.ai 1 10/10/2017 2:42:55 PM

irband Communication Up

Flight Plans with AndroidTM /iOSTM App VOR Navigation Functions

Using the RS-AERO1A (Android) or RS-AERO1I (iOS) application, you The CDI (Course Deviation Indicator) is detailed like a real can make flight plans on an Android/iOS device and import the plan into VOR instrument, and displays any deviation from your course. the IC-A25N via Bluetooth®. The following four functions are available: The OBS (Omni Bearing Selector) enables you to change 1. Create a flight plan course from the original flight plan. You can make flight plans on an Android/iOS device by The TO-FROM indicator shows the position using preprogrammed waypoints. relationship between your aircraft and the 2. Set Direct-To NAV course selected by the OBS. ( ) You can select a point on the The ABSS Automatic Bearing Set System map and export it to the function enables you to set the current IC-A25N for Direct-To NAV. course as a new course in two simple steps. VOR screen 3. Display flight plan information Near Station Search Function A flight plan in the IC-A25N can be displayed on an Android The near station search function assists /iOS device. you in accessing nearby ground stations. 4. Display waypoint The function searches for nearby stations information using the station memories that have GPS Preprogrammed waypoints position information. To use the near can be exported to an Android station search function, location data and /iOS device and plotted on RS-AERO1I map screen example frequencies of the ground stations must ©2017 Google-Map data Near station search an map application. ©2017 Google be programmed. function screen

2.3 inch Large High Visibility LCD Intelligent Battery with Detailed Battery Status

The large and high visibility LCD The supplied BP-288, 2350 mAh (typical) provides user-friendly, graphic intelligent battery pack, provides up to 10.5 screens. The night mode option hours* of operating time. You can check the enables easy viewing in the condition of the battery pack in the battery dark. The operating frequency status screen. It is very useful for optimum in large characters can be charging and battery health maintenance. Menu screen Night mode screen ( ) recognized at a glance. * Typical operation with Tx: Rx Max.audio : standby=5:5:90. Detailed battery (Bluetooth® OFF, GPS ON) information screen “Flip-Flop” Channel Recall Other Features The IC-A25N/C stores the last 10 channels •IP57 dust-protection and waterproof construction • Operate with six used. You can easily recall those channels by AA size alkaline batteries with the BP-289 battery case •BNC antenna using the directional keys or the channel •121.5 MHz emergency key •Weather channels •Priority watch •VFO knob on the top panel. This is convenient for scan, memory channel scan, priority scan •ANL (Auto Noise Limiter) switching between several channels, such as for noise reduction •Side tone function •Internal VOX capability •300 memory channels (in 15 memory groups) with 12 character names • 8.33 NAV and COM channels. kHz channel spacing Recall channel screen

® Built-in Bluetooth for Hands-Free Operation (IC-A25N) VHF AIR BAND TRANSCEIVERS

A third-party wireless Bluetooth® headset, like a 3MTM PeltorTM (NAV & COM channels) WSTM 5*, provides convenient hands-free operation. Also, by using the optional VS-3 Bluetooth® headset, the side tone function can be used. * Compatibility not guaranteed. (COM channels) VHF AIR BAND TRANSCEIVERS

SPECIFICATIONS OPTIONS IC-A25N IC-A25C BATTERY PACK AND CASE RAPID CHARGER CIGARETTE LIGHTER CABLE GENERAL NAV and COM NAV and COM channels COM channels Frequency range Tx 118.000–136.992 MHz 118.000–136.992 MHz Rx 108.000–136.992 MHz 118.000–136.992 MHz Rx (Weather) 161.650–163.275 MHz 161.650–163.275 MHz Number of memory channels 300 channels/15 groups Channel spacing 25/8.33 kHz Type of emission 6K00A3E, 5K60A3E, 16K0G3E (Weather) Power supply requirement 7.2 V DC (BP-288), 11.0 V DC (External DC Jack) BP-288 BP-289 Li-ion 7.2 V Battery case Current drain (approximately) BC-123S*BC-224 CP-20 Tx High Less than 1.8 A 2200 mAh (min.) 6 × LR6 (AA). 2350 mAh (typ.). Charges the BP-288 To operate from a 12 or 24 V ® Water resistance Rx Max. audio/Stand-by Less than 500 mA/90 mA typ. (GPS, Bluetooth , Light: OFF) Waterproof in approximately 3 hours. DC power source socket. Antenna impedance 50 1 * SA for USA version. SE for Europe version. Operating temperature range –10°C to +60°C; 14°F to 140°F SPEAKER MICROPHONE BELT CLIP LEATHER BELT HANGERS Dimensions (W×H×D) 58.9 × 148.4 × 31.8 mm; 2.3 × 5.8 × 1.3 in (Projections not included) Weight (approximately) 384 g, 13.6 oz (with antenna and BP-288) TRANSMITTER Output power (at 7.2 V DC) 6.0/1.8 W typical (PEP/carrier) Audio harmonic distortion Less than 10% (at 60% modulation) Ham and noise ratio More than 35 dB More than 46 dB Spurious emissions (Except operating frequency ±62.5 kHz in 25 kHz channel spacing.) (Except operating frequency ±20.825 kHz in 8.33 kHz channel spacing.) Frequency stability ±0.4 kHz HM-231 MB-96N MB-96F MB-96FLM Waterproof MB-133 Swivel type. Fixed type. Long type. RECEIVER Intermediate frequencies 46.35 MHz/450 kHz (1st/2nd) ® Sensitivity Bluetooth HEADSET HEADSET ADAPTER CABLE PROGRAMMINGPROGRAMMING CABLECA NAV/COM (6 dB S/N) Less than 0 dBμ WX (12 dB SINAD) Less than –8 dBμ Squelch sensitivity (at threshold) Less than 0 dBμ (AM), Less than –5 dBμ (FM) Spurious response More than 60 dB (AM), More than 30 dB (FM) Ham and noise More than 35 dB (at 30% modulation) More than 350 mW Audio output power (8 1 load/60% modulation at 10% distortion) 1 Ext. speaker connector 3-conductor 3.5 (d) mm ( ⁄8w)/8 1 Measurements made in accordance with FCC Part87. All stated specifications are subject to change without notice or obligation. Applicable U.S. Military Specifications VS-3 OPC-478UC8UC MIL 810G Standard The side tone function USB type. OPC-2144 plug Method Procedure when connected to radio. OPC-2379 adapter cable required. Low Pressure 500.5 I, II High Temperature 501.5 I, II Low Temperature 502.5 I, II ANTENNA Temperature Shock 503.5 I–C • FA-B02AR : Same as supplied. Solar Radiation 505.5 I Rain Blowing/Drip 506.5 I, III APPLICATION/SOFTWARE 1 Humidity 507.5 II • RS-AERO1A* : Android™ application software for flight planning. 2 Salt Fog 509.5 – • RS-AERO1 I * : iOS™ application software for flight planning. ® Dust Blowing 510.5 I • CS-A25 : Programming software for Windows PC. Immersion 512.5 I *1 The application for Android™ can be downloaded free from Google Play™. Vibration 514.6 I *2 The application for iOS™ can be downloaded free from App Store. Shock 516.6 I, IV Supplied accessories: (* Not supplied or may differ depending on the radio version.) Also meets equivalent MIL-STD-810-C, -D, -E and -F. • BP-288 battery pack • BP-289 battery case* Ingress Protection Standard • BC-224 rapid charger • BC-123SA/SE AC adapter for BC-224* IP57 (Dust-protection and Waterproof* protection) • OPC-2379* headset adapter • FA-B02AR antenna Dust and Water * One meter depth for 30 minutes. • MB-133 belt clip • Hand strap

Icom, Icom Inc. and Icom logo are registered trademarks of Icom Incorporated (Japan) in Japan, the United States, the United Kingdom, Germany, France, Spain, Russia, Australia,New Zealand, and/or other countries. Android and Google Play are registered trademarks or trademarks of Google Inc. Windows is either a registered trademark or a trademark of Microsoft Corporation in the United States and/or other countries. The Bluetooth® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by Icom Inc. is under license. IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license. App Store is a service mark of Apple Inc. 3M, PELTOR, and WS are trademarks of 3M Company. All other trademarks are the properties of their respective holders.

1-1-32, Kamiminami, Hirano-Ku, Osaka 547-0003, Japan Phone: +81 (06) 6793 5302 Fax: +81 (06) 6793 0013 www.icom.co.jp/world Count on us!

12421 Willows Road NE, Communication Equipment Zac de la Plaine, Your local distributor/dealer: Kirkland, WA 98034, U.S.A. Auf der Krautweide 24 1 Rue Brindejonc des Moulinais, BP 45804, Phone: +1 (425) 454-8155 65812 Bad Soden am Taunus, Germany 31505 Toulouse Cedex 5, France Fax: +1 (425) 454-1509 Phone: +49 (6196) 76685-0 Phone: +33 (5) 61 36 03 03 E-mail: [email protected] Fax: +49 (6196) 76685-50 Fax: +33 (5) 61 36 03 00 URL: http://www.icomamerica.com E-mail: [email protected] E-mail: [email protected] URL: http://www.icomeurope.com URL: http://www.icom-france.com

Glenwood Centre #150-6165 Ctra. Rubi, No. 88 "Edificio Can Castanyer" Unit 1 / 103 Garden Road, Highway 17A, Delta, B.C., Bajos A 08174, Sant Cugat del Valles, Clayton, VIC 3168 Australia V4K 5B8, Canada Barcelona, Spain Phone: +61 (03) 9549 7500 Phone: +1 (604) 952-4266 Phone: +34 (93) 590 26 70 Fax: +61 (03) 9549 7505 Fax: +1 (604) 952-0090 Fax: +34 (93) 589 04 46 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] URL: http://www.icom.net.au URL: http://www.icomcanada.com URL: http://www.icomspain.com

No.101, Building 9, Caifuxingyuan Park, Rua Itororó, 444 Padre Eustáquio Blacksole House, Altira Park, No.188 Maoting Road, Chedun Town, Belo Horizonte MG, Herne Bay, Kent, CT6 6GZ, U.K. Songjiang District, Shanghai, 201611, China CEP: 30720-450, Brazil Phone: +44 (0) 1227 741741 Phone: +86 (021) 6153 2768 Phone: +55 (31) 3582 8847 Fax: +44 (0) 1227 741742 Fax: +86 (021) 5765 9987 Fax: +55 (31) 3582 8987 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] URL: http://www.icomuk.co.uk URL: http://www.bjicom.com 17NGG508A © 2017 Icom Inc. Printed in Japan Section 6 Required Forms REQUIRED FORM 1 - REQUEST FOR PROPOSALS ACKNOWLEDGEMENT RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT The Company hereby certifies receipt of the Request for Proposals for the City of Charlotte, North Carolina RFP #269-2019-054, Radios and Communication Equipment. This form should be completed upon receipt of the City’s Request for Proposals and faxed or emailed in time for the City to receive it by or before March 22, 2019. Failure to submit this form by the designated date shall not preclude the Company from submitting a proposal. Please fax or email the completed Request for Proposals Acknowledgement Form to the attention of: David Tate Finance Department – City Procurement Fax: 704-632-8520 Email: [email protected]

Date: ______04/22/2019 Digitally signed by Jonathan Sable DN: cn=Jonathan Sable, o=Two Way Radio of Carolina, Inc., ou, Jonathan Sable [email protected], c=US Authorized Signature:______Date: 2019.04.23 09:16:50 -04'00' Regional Manager Title:______

Company Name:______Two Way Radio of Carolina, Inc. ______RJ Ochoa Contact Name: ______

Contact E-mail address: [email protected] ______

Please check the appropriate space below and provide the requested information:

_____Wex plan to attend the Pre-Proposal Conference and plan on submitting a Proposal

Indicate number of attendees: 1

_____We do not plan to attend the Pre-Proposal Conference but plan on submitting a Proposal

Reason:______

_____We do not plan to attend the Pre-Proposal Conference and do not plan on submitting a Proposal

Reason:______

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 40 Section 6 Required Forms REQUIRED FORM 2 - ADDENDA RECEIPT CONFIRMATION RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT Please acknowledge receipt of all addenda by including this form with your Proposal. All addenda will be posted to the NC IPS website at www.ips.state.nc.us and the City’s Contract Opportunities Site at http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspx.

ADDENDUM #: DATE ADDENDUM DOWNLOADED FROM NC IPS: ______1 ______04/09/2019 ______2 ______04/12/2019 ______

I certify that this proposal complies with the General and Specific Specifications and conditions issued by the City except as clearly marked in the attached copy.

______RJ Ochoa / Jonathan Sable ______04/22/2019 (Please Print Name) Date

Digitally signed by Jonathan Sable DN: cn=Jonathan Sable, o=Two Way Radio of Carolina, Jonathan Sable Inc., ou, [email protected], c=US ______Date: 2019.04.23 09:20:44 -04'00' Authorized Signature

______Regional Manager Title

______Two Way Radio of Carolina, Inc. Company Name

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 41 Finance Department – City Procurement

Radios and Communication Equipment Addendum 1 RFP # 269-2019-054

To: All Prospective Companies Date: April 9, 2019 Subject: Addendum 1 – RFP # 269-2019-054 – Radios and Communication Equipment Please note the specification changes/modifications below for the RFP.

Item # Page # Section # Specification Modifications and Questions

Modification: The deadline for proposal submissions has been extended until April 23, 2019 at 2:00 pm at the same 1 13 2.1 Schedule location listed in the RFP. An additional addendum with the pre-proposal conference questions and all questions submitted by the questions deadline will be issued as soon as possible.

In order to constitute a complete proposal response you must acknowledge receipt of this addendum with the Addenda Receipt Confirmation Form in Section 6 of the RFP in your Proposal. Any Company not acknowledging receipt of an issued addendum may not be considered.

In the event additional changes or clarifications to this RFP are warranted, all Companies are responsible for monitoring the City’s Contract Opportunities site or www.ips.state.nc.us or for additional addenda. We appreciate your interest in doing business with the City and look forward to receiving a Proposal from your company.

Sincerely,

David Tate Procurement Officer

cc: RFP Team RFP File

City of Charlotte | Finance Department – City Procurement | 600 East Fourth Street | Charlotte, NC 28202 | PH: 704.336.2256 1 Finance Department – City Procurement

Radios and Communication Equipment Addendum 2 RFP # 269-2019-054

To: All Prospective Companies Date: April 12, 2019 Subject: Addendum 2 – RFP # 269-2019-054 – Radios and Communication Equipment Please note the specification changes/modifications below for the RFP.

Item # Page # Section # Specification Modifications and Questions

Clarification: Section 6, A hard copy of the pricing sheet has been provided 144 Pricing Sheet Form 4 as an attachment to the addendum. An Excel version can also be requested from [email protected]. Modification: On Form 4 Pricing Worksheet, item 2b shall be Section 6, 244 Pricing Sheet removed. Bidders shall only provide their fixed Form 4 percentage discounts for each Group of radios as broken down on the Excel version of the pricing worksheet. Service Provider Question: Will the City be using the U.S. Communities contract to purchase radios? Charlotte 3111.7 Cooperative Answer: Purchasing Alliance No, the City will purchase from the resulting contracts of this solicitation which will also be made available to other public agencies through the Charlotte Cooperative Purchase Alliance (CCPA) program. Service Provider Question: Who were the four vendors awarded on the previous contracts? 4173.1General Scope Answer: Communications International, Two Way Radio of Carolina, Mobile Communications America, and Motorola Solutions.

City of Charlotte | Finance Department – City Procurement | 600 East Fourth Street | Charlotte, NC 28202 | PH: 704.336.2256 1 Item # Page # Section # Specification Modifications and Questions

Service Provider Question: Will there be a separate bidding opportunity for accessories only? Product 5173.2 Specifications Answer: There is currently no intention to conduct a separate bid process for accessories only. The City will only accept OEM accessories at this time. Third party accessories will not be accepted. Service Provider Question: Are there specs for battery systems or chargers to Product bid? 6173.2 Specifications Answer: No, only specifications for radios are provided. Batteries and chargers must be OEM. Service Provider Question: If a dealer cannot provide authorization for Motorola products, can a dealer still submit a bid for the radios it is authorized to sell or are bidders required to Product 7173.2 respond to the entire RFP? Specifications Answer: Bidders can submit proposals for the radios that they can sell. They do not have to provide a price or a response for all items or items that they cannot sell. Service Provider Question: For Group 3, does the intrinsically safe requirement Product in Group 2 apply to Group 3? 8 19 2.2, 3.1 Specifications, Group 2, Group 3 Answer: The requirement for intrinsically safe shall be removed for Group 3. However, intrinsically safe shall still be required for Group 2. Service Provider Question: In Group 6 spec 8.6, are the on-board radio headset systems currently in the City’s vehicles or are the Product bidders going to provide these systems? 9238.6Specifications, Group 6 Answer: These systems will be Firecom systems that will already be in the City’s vehicles. The City will need a way for the bidder’s mobile radios to interface with the Firecom systems. Service Provider Question: In Group 7 spec 9.2, is there a clear definition of Product intrinsically safe? 10 24 9.2 Specifications, Group 7 Answer: Group 7 spec 9.2 shall be removed. Intrinsically safe shall not apply to mobile radios Groups 7 and 8.

City of Charlotte | Finance Department – City Procurement | 600 East Fourth Street | Charlotte, NC 28202 | PH: 704.336.2256 2 Item # Page # Section # Specification Modifications and Questions

Service Provider Question: Will the City only be awarding to radio manufacturers or will the City consider suppliers of qualified radio products?

Proposal Evaluation 11 39 5 Answer: Criteria Bidders who are authorized distributors of their respective manufacturers can submit proposals. The City is not restricting proposal submissions for radios to OEMs only. The only OEM requirement is for accessories which must be OEM to the radios submitted in their proposal. Service Provider Question: If a vendor did not submit Form 1 for their intent to propose by the 3/22 deadline, are they still able to Request for respond to the solicitation? Section 6, 12 40 Proposals Form 1 Acknowledgement Answer: Yes, vendors are still able to respond. Not submitting Form 1 by the deadline does not preclude a vendor from submitting a proposal by the deadline of 4/16. Service Provider Question: Does the City have estimated quantities for each Group of radio?

Answer: Estimated quantities are not guaranteed. The City and other public agencies will order based on need at the time of order. Estimated annual quantities for Section 6, the City and other public agencies combined are as 13 44 Pricing Sheet Form 4 follows based on historical purchasing on the most recent contracts: Groups 1 & 2 – 120 (combined) Group 3 – 370 Group 4 – 30 Group 5 – 10 Groups 6 & 7 – 205 (combined) Group 8 – 300 Group 9 – 5 Group 10 – 10 Service Provider Question: If a bidder has multiple models of radios that would fit into a certain group, how can the bidder submit each model? Section 6, 14 44 Pricing Sheet Form 4 Answer: Bidders can submit multiple Group specification checklists and pricing sheets to show the multiple models of radios. Submission of the specification checklists and pricing shall be required for all radios.

City of Charlotte | Finance Department – City Procurement | 600 East Fourth Street | Charlotte, NC 28202 | PH: 704.336.2256 3 Item # Page # Section # Specification Modifications and Questions

Service Provider Question: Why is the City looking to re-bid these contracts instead of executing the renewal options in the current contracts?

Section 7 Exhibit H – Federal Answer: 15 91 Sample Contract Terms and As of July 1, 2018, the City is required to adhere to Contract Conditions new Uniform Guidance federal terms and conditions. These must be included in a solicitation and cannot be amended into current contracts. The City’s previous radios contracts that were bid in 2016 did not include this language as it was not required at that time. These are included in Exhibit H and Forms 8 and 9.

Sincerely,

David Tate Procurement Officer

cc: RFP Team RFP File

City of Charlotte | Finance Department – City Procurement | 600 East Fourth Street | Charlotte, NC 28202 | PH: 704.336.2256 4 Section 6 Required Forms REQUIRED FORM 3 - PROPOSAL SUBMISSION FORM RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT This Proposal is submitted by:

Company Name: ______Two Way Radio of Carolina, Inc. ______RJ Ochoa Representative (printed): ______

Address: ______2016 West Morehead Street _

______

City/State/Zip: ______Charlotte, NC 28208 ______

Email address: [email protected] ______

Telephone: ______(704) 372-3444 ___ (Area Code) Telephone Number (704) 372-7059 Facsimile: ______(Area Code) Fax Number

The representative signing above hereby certifies and agrees that the following information is correct: 1. In preparing its Proposal, the Company has considered all proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in or condoned prohibited discrimination. 2. For purposes of this Section, discrimination means discrimination in the solicitation, selection, or treatment of any subcontractor, vendor or supplier on the basis of race, ethnicity, gender, age or disability or any otherwise unlawful form of discrimination. Without limiting the foregoing, discrimination also includes retaliating against any person or other entity for reporting any incident of discrimination. 3. Without limiting any other provision of the solicitation for proposals on this project, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for the City to reject the Proposal submitted by the Company on this Project and to terminate any contract awarded based on such Proposal. 4. As a condition of contracting with the City, the Company agrees to maintain documentation sufficient to demonstrate that it has not discriminated in its solicitation or selection of subcontractors. The Company further agrees to promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation and selection of subcontractors. Failure to maintain or failure to provide such information constitutes grounds for the City to reject the bid submitted by the Company or terminate any contract awarded on such proposal. 5. As part of its Proposal, the Company shall provide to the City a list of all instances within the past ten years where a complaint was filed or pending against the Company in a legal or administrative proceeding alleging that the Company discriminated against its subcontractors, vendors or

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 42 Section 6 Required Forms suppliers, and a description of the status or resolution of that complaint, including any remedial action taken. 6. The information contained in this Proposal or any part thereof, including its Exhibits, Schedules, and other documents and instruments delivered or to be delivered to the City, is true, accurate, and complete. This Proposal includes all information necessary to ensure that the statements therein do not in whole or in part mislead the City as to any material facts. 7. None of Company’s or its subcontractors’ owners, employees, directors, or contractors will be in violation of the City’s Conflict of Interest Policy for City, Secondary and Other Employment Relationships (HR 13) if a Contract is awarded to the Company. 8. It is understood by the Company that the City reserves the right to reject any and all Proposals, to make awards on all items or on any items according to the best interest of the City, to waive formalities, technicalities, to recover and resolicit this RFP. 9. This Proposal is valid for one hundred and eighty (180) calendar days from the Proposal due date. I, the undersigned, hereby acknowledge that my company was given the opportunity to provide exceptions to the Sample Contract as included herein as Exhibit A. As such, I have elected to do the following:

___ Include exceptions to the Sample Contract in the following section of my Proposal:______

___x Not include any exceptions to the Sample Contract.

I, the undersigned, hereby acknowledge that my company was given the opportunity to indicate any Trade Secret materials or Personally Identifiable Information (“PII”) as detailed in Section 1.6.2. I understand that the City is legally obligated to provide my Proposal documents, excluding any appropriately marked Trade Secret information and PII, upon request by any member of the public. As such, my company has elected as follows:

___ The following section(s) of the of the Proposal are marked as Trade Secret or PII: ______

___x No portion of the Proposal is marked as Trade Secret or PII.

Digitally signed by Jonathan Sable DN: cn=Jonathan Sable, o=Two Way Radio of Carolina, Inc., ou, Jonathan Sable [email protected], c=US Representative (signed): ______Date: 2019.04.23 09:22:15 -04'00' ______

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 43 &,7<2)&+$5/277(7:2:$<5$',22)&$52/,1$ $SULO 6(&7,21 )25035,&,1*:25.6+((7

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Two Way Radio of Carolina section 6 1 Section 6 Required Forms REQUIRED FORM 4 - PRICING WORKSHEET RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Pricing must be all-inclusive and cover every aspect of the Project. Cost must be in United States dollars. If there are additional costs associated with the Services, please add to this chart. Your Price Proposal must reflect all costs for which the City will be responsible.

For purposes of this RFP, assume an initial term of three (3) years, with the City having an option to renew for two (2) additional consecutive one (1) year terms thereafter. SEE ATTACHED PRICING SHEET. COMPANIES MAY REQUEST THE PRICING SHEET IN EXCEL FORMAT VIA EMAIL TO DAVID TATE AT [email protected]. PRICING SHALL BE SUBMITTED IN HARD COPY AND EXCEL FORMATS ON A COMPACT DISK OR FLASH DRIVE. All items shall be delivered within ten (10) business days of when a purchase order is issued by the City. The delivery schedule of all items shall remain in effect unless mutually agreed upon in writing by the City and the Company. 1. Administrative Fees: The Company shall submit a minimum of one (1) percent of overall CCPA Program spend by the City and Participating Public Agencies during the term of the Contract to the City as an Administrative Fee. The Administrative Fee shall be paid no later than thirty (30) days after both parties mutually agree to the quarterly report outlining the CCPA spend. The Company shall indicate its Administrative Fee below: ____1.75 %

2. Non-Core Items – Fixed Percentage Discount The Company shall provide a fixed percentage discount from the List Price (list price less discount) included in the Company’s most current full line catalog identified in the Specifications for all other items (Non-Core) included in the catalog for the life of the Contract.

a. Insert the verifiable catalog name/edition: ______Motorola Solutions PCR Price_ Pages / MyEFJohnson Support Doc /ICOMAmerica

b. Insert the fixed percentage discount for Non-Core Items: ____30%______

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 44 Section 6 Required Forms 3. Pricing Incentives and Rebates: Please identify any incentive and rebates offered based on volume, dollar amounts, core credits or other criteria below:

Rebate Description Amount or Percentage

Manufacturer Pricing & Incentives are offered often by the Manaufacturer and Two Way Radio of Carolina will extend these prcing INcentives & Rebates to any and all contract participants. Example: Motorola - Customers can save $ 1,300 when they purchase 10 Mototrbo XPR7000 Series and trade in 10 eligible units. (Offer Through June 30, 2019)

Reference the Charlotte Cooperative Purchasing Alliance (CCPA) website at http://www.charlottealliance.org.

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REQUIRED FORM 5 – M/W/SBE UTILIZATION RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT The City maintains a strong commitment to the inclusion of MWSBEs in the City’s contracting and procurement process when there are viable subcontracting opportunities. Companies must submit this form with their proposal outlining any supplies and/or services to be provided by each City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise (MBE) and Woman Business Enterprise (WBE) for the Contract. If the Company is a City-registered MWSBE, note that on this form. The City recommends you exhaust all efforts when identifying potential MWSBEs to participate on this RFP. Company Name: Two Way Radio of Carolina, Inc. Please indicate if your company is any of the following: ____ MBE ____WBE ____SBEx ____ None of the above

If your company has been certified with any of the agencies affiliated with the designations above, indicate which agency, the effective and expiration date of that certification below: Veteran's Administration 05/20/2014 Agency Certifying: ______Effective Date: ______Expiration Date: ______

Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm’s proposal (attach additional sheets if needed): ______Identify outreach efforts that will be employed by the firm to maximize inclusion during the contract period of the Project (attach additional sheets if needed): ______[Form continues on next page]

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 46 Section 6 Required Forms List below all MWSBEs that you intend to subcontract to while performing the Services: Subcontractor Name Description of work or Indicate either “M”, City Vendor # materials “S”, and/or “W”

Total MBE Utilization % Total WBE Utilization % Total SBE Utilization % Total MWSBE Utilization %

Jonathan Sable ______04/22/2019 ______Date Representative Name

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 47 :KRLV7ZR:D\5DGLRRI&DUROLQD" ³DOHJHQGLQFRPPXQLFDWLRQVVLQFH´ Section 6 Required Forms REQUIRED FORM 6 – COMPANY BACKGROUND RESPONSE RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT

Companies shall complete and submit the form below as part of their response to this RFP. Additional pages may be attached as needed to present the information requested. Question Response Company Identification Company Name (Official Name) Two Way Radio of Carolina, Inc. Company Location (corporate 2016 West Morehead St. headquarters) Charlotte, NC 28208 Company Experience Years of Experience: # of years in business: 63 Years # of years providing public sector 63 Years Radios and Communication Equipment: Customer Base: # of public sector clients 9300 # of public sector clients using the services being proposed. 520

# of clients that are 132 municipalities/counties Identify by name some of the clients * see attached for detailed Clients. similar to City (e.g., similar in size, Charlotte Hornets, NASCAR HOF, Charlotte Convention Center, complexity, location, type of Lincoln County, City of Statesville, Scotland County, organization) Montgomery County, Catawba County, NC Market Focus: Identify industries and public sector Public Safety, Commercial, Industrial, and Manufacturing market segments served

Terminated Projects: List any terminated projects. Please disclose the jurisdiction and explain the None reason for the termination. Litigation: List any litigation that you have been involved with during the past two (2) None years on Radios and Communication Equipment implementations. Organization Size # of Employees: 20

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 48 Section 6 Required Forms If Company is a subsidiary, identify # of employees in proposing not a subsidiary company/division. Financial Information: If Company is a subsidiary, identify revenues of proposing company/division n/a Identify the percentage of revenue used for research & development by the proposing company/division Corporate Notes Ownership: Privately held? Publicly traded? Parent Privately Held Corporation Company? Certified Partnerships: Identify any certifications held by your EF Johnson Platinum Partner - 2007 firm if you are implementing or Motorola Gold Authorized Dealer - 1991 reselling another firm's products. ICOM America Authorized Dealer - 2009 Include how long the partnership or certification has been effect. Additional Narrative Response Background and Experience: Provide an overview and history of your * see attached for details company. Describe your total organization,

including any parent companies, * see attached for details subsidiaries, affiliates and other related entities. Describe the ownership structure of your organization, including any * see attached Guide to Two Way Radio of Carolina's significant or controlling equity holders. Organization Provide a management organization chart of your overall organization, * see attached Guide to Two Way Radio of Carolina's showing director and officer positions Organization and names and the reporting structure.

Provide detailed information for the * see attached Guide to Two Way Radio of Carolina's Radios and Communication Equipment Organization business segments of your organization, showing the reporting structures within these segments and among these segments and the overall organization.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 49 “A LEGEND IN COMMUNICATIONS SINCE 1956.” ([SHULHQFH

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Identify the extent, if any, of Small Business Enterprise participation in this Two Way Radio of Carolina is a SBE - 100% Project. Explain how your organization ensures * EF Johnson and Motorola Training Certifications Online that personnel performing technical Courses, Field Training, and Technical Courses conducted support services are qualified and at the Manufacturer's facilities are required by each proficient. Manufacturer to maintain certifications. Mandatory Courses. Please provide information regarding the level of staffing at your 20 Full Time Employees organization’s facilities, as well as the level of staffing at subcontractors’ facilities, if known.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 50 “A LEGEND IN COMMUNICATIONS SINCE 1956.” ([SHULHQFH

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Two Way Radio of Carolina section 6 1 Section 6 Required Forms REQUIRED FORM 7 – REFERENCES RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT REFERENCE 1:

Name of Client: City of Statesville Phone: 704-878-3452 Address: 330 South Tradd St, Statesville, NC 28677 Primary Contact:______Kenny Cornelius / Andy Weatherman Title: ______Asst. Police Chief / Asst Fire Chief Phone:______704-878-3423 E-mail address: [email protected] / [email protected] Service Dates:2002-Present Software Program/Version: Summary & Scope of Project and List of Modules/Functionality Implemented: Deployed City-Wide Project 25 (P25) 800 Mhz System for Police, Fire, and City Services. EF Johnson P5 Multi-Cast with IP Consoles

Operating Budget: $ ______93 million ______Number of Employees: ______385

REFERENCE 2:

Name of Client: Charlotte Hornets and Spectrum Arena Phone: 704-688-9060 Address: 333 East Trade St., Charlotte, NC 28636 Primary Contact:______Freddrick Richardson Title: ______Senior Director, Event Safety and Security Phone:______704-688-8902 E-mail address:[email protected] Service Dates:2003- Present Software Program/Version: Summary & Scope of Project and List of Modules/Functionality Implemented: Motorola 5 CH LTR Trunked Radio System, Upgraded to 6 Channel Motorola MotoTrbo Connect Plus System

Operating Budget: $ ______142 million ______Number of Employees: ______200

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 51 Section 6 Required Forms REFERENCE 3:

Charlotte Mecklenburg Schools 980-343-0720 Name of Client: Phone: Address: 600 East 4th St, Charlotte, NC 28202 Primary Contact:______Carol Stamper Title:______Executive Director Phone:______980-343-3000 E-mail address:[email protected] 2009-Present Service Dates: Software Program/Version: Summary & Scope of Project and List of Modules/Functionality Implemented: Launched 2nd Largest TDMA Digital Trunking System in the Country (2012) in support of Charlotte Mecklenburg Schools.

6 Site Motorola Connect Plus System.

Operating Budget: $ ______1.2 Billion ______Number of Employees: ______18,143

REFERENCE 4:

Name of Client: Charlotte Convention Center / NASCAR HOF Phone: 704-339-6082 501 South College St, Charlotte, NC 28202 Address: Primary Contact:______Doug Tober Title:______Director of Engineering & Capital Projects Phone:______704-339-6082 E-mail address:[email protected] Service Dates:1995- Present Software Program/Version: Summary & Scope of Project and List of Modules/Functionality Implemented: Motorola Conventional to Motorola LTR Trunking to Present = Motorola Mototrbo Connect Plus System IP connected to

NASCAR HOF and Spectrum Arena.

Operating Budget: $ ______27 million ______Number of Employees: ______200

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 52 Section 6 Required Forms REFERENCE 5:

Catawba County - Hickory Fire Name of Client: Phone: 828-323-7420 Address: 19 2nd Street Drive, Hickory, NC 28601 Primary Contact:______Matthew Hutchinson Title:______Chief Phone:______828-302-0191 E-mail address:[email protected] Service Dates:2013-Present Software Program/Version: Summary & Scope of Project and List of Modules/Functionality Implemented: Catawba AFG (Fire Grant) Project. 1.9 million grant to support P25 deployment for the County. After competition between

Motorola and EF Johnson, 74% of County Fire Services chose EF Johnson.

Operating Budget: $ ______249 million ______Number of Employees: ______1100

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 53 “A LEGEND IN COMMUNICATIONS SINCE 1956.”

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Digitally signed by Jonathan Sable Jonathan DN: cn=Jonathan Sable, o=Two Way Radio x I hereby certify as stated above: of Carolina, Inc., ou, [email protected], c=US JONATHAN SABLE Sable Date: 2019.04.23 09:24:01 -04'00' (Print Name) Signature

REGIONAL MANAGER 04/22/2019

Title Date

I am unable to certify to one or more the above statements. Attached is my explanation. [Check box if applicable]

(Print Name) Signature

Title Date

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 54 Section 6 Required Forms REQUIRED FORM 9 - BYRD ANTI-LOBBYING CERTIFICATION RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including all subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

______Two Way Radio of Carolina, Inc. (the “Company”), certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Company understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Jonathan SAble Two Way Radio of Carolina, Inc. (Print Name) Company Name Digitally signed by Jonathan Sable DN: cn=Jonathan Sable, o=Two Way Radio of Carolina, Inc., ou, 2016 West Morehead St. Jonathan Sable [email protected], c=US Date: 2019.04.23 09:24:32 -04'00' Authorized Signature Address 04/22/2019 Charlotte, NC 28208

Date City/State/Zip

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 55 Section 6 Required Forms REQUIRED FORM 10 – CCPA PLAN RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT Pursuant to N.C. G.S. 160A-461 and 143-129(e)(3), the City of Charlotte, Finance Department - City Procurement has established the Charlotte Cooperative Purchasing Alliance (CCPA). The purpose of the CCPA is to allow other public agencies regionally and nationwide to use contracts competitively solicited and awarded by the City of Charlotte (herein “City”). Combining the volumes of government agencies achieves cost effective pricing and reduces the administrative and overhead costs of suppliers and public agencies alike. By providing a comprehensive and competitively solicited Contract through a single bid process, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), state, other government agency or nonprofit organization can utilize the subsequent contract(s) without the need for further solicitation. Companies should consider the potential volumes when responding to this RFP. Participation by other entities is strictly voluntary and no volumes are guaranteed. Participating Public Agencies are required to register to purchase products or services through the CCPA.

More information about the CCPA can be found on the CCPA website at: www.charlottealliance.org. The objective of this RFP is to utilize participation among the City, as well as various other Participating Public Agencies, to provide low cost reliable Products and Services. The Company must agree to receive orders from the City and all Participating Public Agencies and to provide all Services ordered to a specified City and Participating Public Agency address. Companies shall include in detail how they will serve all Participating Public Agencies as it relates to the CCPA. Currently the CCPA has approximately 380 registered Participating Public Agencies in Arizona, California, District of Columbia, Florida, Georgia, Maryland, Massachusetts, Michigan, Missouri, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, Virginia, Washington, and West Virginia. Please address the following: 1. Describe your company’s ability to provide Products/Services to any Participating Public Agencies in the contiguous 48 states; and the ability to deliver Products/Services in Alaska and Hawaii. 2. Address if your company has a national sales force, dealer network or distributor with the ability to serve Participating Public Agencies in all 50 U.S. states. 3. How will you monitor and report all spend by City/Participating Public Agencies to the City for auditing purposes?

The City will post all awarded contracts on the CCPA website, along with the respective vendor information. Please address the following accordingly: 1. Will your company allow the City to utilize their organization’s logo on the CCPA website? 2. Will your company be willing to advertise the CCPA logo and website on your organization’s website? 3. How do you plan to market the Contract(s) to other Participating Public Agencies?

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 56

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REQUEST FOR PROPOSALS

RADIOS AND COMMUNICATION EQUIPMENT

RFP # 269-2019-054

CITY OF CHARLOTTE NORTH CAROLINA

MARCH 19, 2019 REQUEST FOR PROPOSALS RFP # 269-2019-054 RADIOS AND COMMUNICATION EQUIPMENT

March 19, 2019 Dear Sir or Madam: The City of Charlotte, on behalf of itself and all local government agencies and non-federal government agencies within Arizona, California, Connecticut, District of Columbia, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Missouri, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, Virginia, Washington, and West Virginia is accepting Proposals for Radios and Communication Equipment to satisfactorily support the City, and other public agencies supported under this contract. This Request for Proposals (the “RFP”) issued on behalf of the Charlotte Cooperative Purchasing Alliance (CCPA) through group purchasing clause, which provides that any county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges, and universities, both public and private), state, other government agency or nonprofit organization may purchase Products and Services through this contract. Therefore, respondents to this RFP must give due consideration to the potential market. The requirements for submitting a Proposal are stated in the following RFP. Please review them carefully. A Non-Mandatory Pre-Proposal Conference for the purpose of reviewing the RFP and answering questions regarding the Services will be held on March 26, 2019 at 2:00 p.m., at the Charlotte- Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, 9th Floor Large Conference Room 986. Please bring a copy of the RFP with you at that time. All Companies should return a completed Request For Proposals Acknowledgement Form (see Section 6, Form One) by the date stated in the schedule in Section 2.1 of this RFP. An electronic copy of the RFP in Microsoft Word format may be obtained by contacting David Tate at [email protected]. All Proposals are due to City of Charlotte, Finance Department – City Procurement, 9th Floor, CMGC 600 East Fourth Street, Charlotte, North Carolina 28202, no later than April 16, 2019 at 2:00 p.m. One (1) electronic copy of the Proposal on a CD or flash drive in MS Word and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer plus one (1) copy of your Proposal must be submitted in a sealed box or opaque envelope plainly marked with the Proposal number and service description as follows: Request for Proposals Attention: David Tate Name of Company Submitting Proposal Radios and Communication Equipment RFP # 269-2019-054 RFP questions must be directed to David Tate, Finance Department – City Procurement, per the enclosed instructions in Section 2.3. The City is an equal opportunity purchaser. Sincerely,

Kay Elmore Chief Procurement Officer

cc: RFP Project Team RFP file Checklist for submitting a Proposal: Step 1-Read the document fully. Step 2-If you plan on submitting a Proposal then fax or email Form 1 in Section 6 to the number listed on the sheet. Steps 3-If you have any questions send them before the deadline listed in Section 2.3. If you plan on submitting a Proposal you must follow this checklist, and must include everything detailed below. Proposal Copies - Please provide the specified number for each format 1 Copy on CD or flash drive x x 1 Copy marked “Original” x 1 Copy marked “Copy” Proposal Format - Proposals should be formatted as follows: x Cover Letter per Section 4.1.1 x Proposed Solution per Section 4.1.2 x Proposed Alternate in Lieu of Specified Brand per Section 4.1.3; x Section 6, Form 2, Addenda Receipt Confirmation x Section 6, Form 3, Proposal Submission x Section 6, Form 4, Pricing Worksheet x Section 6, Form 5, MWBE Compliance x Section 6, Form 6, Company Background x Section 6, Form 7, References x Section 6, Form 8, Certification Regarding Debarment, Suspension and Other Responsibility Matters

x Section 6, Form 9, Byrd Anti-Lobbying Certification x Section 6, Form 10, CCPA Plan Exceptions to any part of the RFP (If you take any exceptions to anything in this document list it x in a category in your Proposal called “Exceptions” and offer an alternative solution). x Full Line Product Catalog with List Pricing. The above items constitute all that must be included in the Proposal. If awarded a contract, you will be required to provide an insurance certificate that meets or exceeds the requirements set forth in Exhibit A, Section 40.

It is the Company’s responsibility to check www.ips.state.nc.us,the City’s Contract Opportunities Site,orhttps://ncadmin.nc.gov/businesses/hub/events for any addenda or changes to this Project. Search for bid # 269-2019-054 to find if any documents or changes have been posted. Table of Contents

TABLE OF CONTENTS 1. INTRODUCTION...... 1 1.1. OBJECTIVE...... 1 1.2. DEFINITIONS...... 1 1.3. ACCURACY OF RFP AND RELATED DOCUMENTS...... 5 1.4. CITY’S RIGHTS AND OPTIONS...... 6 1.5. EXPENSE OF SUBMITTAL PREPARATION...... 6 1.6. PROPOSAL CONDITIONS...... 6 1.7. CHARLOTTE COOPERATIVE PURCHASING ALLIANCE...... 11 2. PROCUREMENT PROCESS...... 13 2.1. SCHEDULE AND PROCESS...... 13 2.2. INTENT TO PROPOSE...... 13 2.3. INTERPRETATIONS AND ADDENDA...... 13 2.4. PRE-PROPOSAL CONFERENCE...... 14 2.5. SUBMIT A PROPOSED ALTERNATE PRODUCT IN LIEU OF A SPECIFIED BRAND...... 14 2.6. SUBMISSION OF PROPOSALS...... 15 2.7. CORRECTION OF ERRORS...... 15 2.8. EVALUATION...... 15 2.9. CONTRACT AWARD BY COUNCIL...... 16 2.10. VENDOR INCLUSION...... 16 3. SCOPE OF RADIOS AND COMMUNICATION EQUIPMENT...... 17 3.1. GENERAL SCOPE...... 17 3.2. PRODUCT SPECIFICATIONS...... 17 3.3. PRODUCT LIFE...... 29 3.4. QUANTITIES...... 29 3.5. PRICING...... 29 3.6. ADMINISTRATIVE FEES...... 29 3.7. CUSTOMER SERVICE...... 29 3.8. REPORTING REQUIREMENTS...... 30 3.9. CITY HARDWARE/SOFTWARE STANDARDS AND PREFERENCES...... 30 3.10. SERVICE ORIENTED ARCHITECTURE...... 32 3.11. SOFTWARE CUSTOMIZATIONS...... 33 3.12. SECURITY REQUIREMENTS...... 33 3.13. SUPPORT AND MAINTENANCE...... 33 3.14. REPRESENTATIONS AND WARRANTIES...... 33 3.15. BACKGROUND CHECKS...... 34 3.16. LENGTH OF RELATIONSHIP...... 35 4. PROPOSAL FORMAT...... 36 4.1. PROPOSAL CONTENT...... 36 5. PROPOSAL EVALUATION CRITERIA...... 39 5.1. QUALIFICATIONS,EXPERIENCE AND APPROACH...... 39 5.2. COST EFFECTIVENESS AND VALUE...... 39

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 i Table of Contents

5.3. TESTING OF ALTERNATES AND EVALUATIONS...... 39 5.4. CCPA PLAN...... 39 5.5. ACCEPTANCE OF THE TERMS OF THE AGREEMENT...... 39 REQUIRED FORM 1 - REQUEST FOR PROPOSALS ACKNOWLEDGEMENT...... 40 REQUIRED FORM 2 - ADDENDA RECEIPT CONFIRMATION...... 41 REQUIRED FORM 3 - PROPOSAL SUBMISSION FORM ...... 42 REQUIRED FORM 4 - PRICING WORKSHEET...... 44 REQUIRED FORM 5 – M/W/SBE UTILIZATION ...... 46 REQUIRED FORM 6 – COMPANY BACKGROUND RESPONSE ...... 48 REQUIRED FORM 7 – REFERENCES...... 51 REQUIRED FORM 8 – CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS...... 54 REQUIRED FORM 9 - BYRD ANTI-LOBBYING CERTIFICATION ...... 55 REQUIRED FORM 10 – CCPA PLAN...... 56 EXHIBIT A – SAMPLE CONTRACT...... 57

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 ii Section 1 Introduction and General Information 1. INTRODUCTION. 1.1. Objective. The objective of this RFP is to solicit Proposals that will enable the City to determine which Company and Proposed Solution will best meet the City’s needs. 1.2. Definitions. As used in this RFP, the following terms shall have the meanings set forth below: Acceptance: Refers to receipt and approval by the City of a Product or Service in accordance with the acceptance process and criteria set forth in the Agreement. Administrative Fee: Refers to a fee paid to the City for all expenditures made by the City and Participating Public Agencies per Section 6, Form 4. Affiliates: Refers to all departments or units of the City and all other governmental units, towns, boards, committees or municipalities for which the City processes data or performs Services that involve the System. Agreement: Refers to a contract executed by the City and Company for all or part of the Services covered by this RFP. Alternate: Refers to a product proposed by a Company to be evaluated by the City for “or equal” acceptability to the specifications outlined in this RFP. CBI: Refers to the Charlotte Business INClusion office of the City of Charlotte. CCPA: Refers to the Charlotte Cooperative Purchasing Alliance. City: Refers to the City of Charlotte, North Carolina. City Project Manager: Refers to a specified City employee representing the best interests of the City for this Project. CLT Aviation: Refers to the City of Charlotte-Douglas International Airport. Company: During the solicitation process, refers to a company that has interest in providing the Services. After the solicitation process, refers to a company that has been selected by the City to provide the Services.. Company Project Manager: Refers to a specified Company employee representing the best interests of the Company for this Project. Company Software: Refers to mean all pre-existing software owned by the Company or any of its “Related Entities” which the Company provides or is required to provide under this RFP, and all Updates and Enhancements to the foregoing. The term "Related Entity" shall mean any person or entity that is directly or indirectly in control of, controlled by, or under common control with the Company, including but not limited to, parent, subsidiary, and affiliate entities. The word, "control," as used in this context, shall mean ownership of a sufficient percentage (not necessarily a majority)

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 1 Section 1 Introduction and General Information of the outstanding voting interests in an entity so as to afford effective control of the management of the entity. CSA: Refers to the Charlotte-Gastonia-Salisbury Combined Statistical Area consisting of: (a) the North Carolina counties of Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, and Union: and (b) the South Carolina counties of Chester, Lancaster, and York; a criteria used by Charlotte Business INClusion to determine eligibility to participate in the program. County: Refers to Mecklenburg County, North Carolina. Current Release: Refers to the latest version of the Software offered for general commercial distribution at a given point in time, including all Updates. Customizations: Refers to all newly-developed software created by the Company and/or its subcontractors pursuant to this RFP, including but not limited to all interfaces between different components of the System and between the System and other systems. Customizations will not include Updates and Enhancements that become part of the company Software. Defect: Refers to any failure of the System or any component thereof to fully conform to the Specifications and Requirements. A non- conformity is not a Defect if it results directly from the City’s improper use or damage, unless it is reasonably likely that such non-conformity would have occurred on that or another occasion even without the City’s improper use or damage. Deliverables: Refers to all tasks, reports, information, designs, plans and other items, which the Company is required to complete and deliver to the City in connection with this Agreement. Department: Refers to a department within the City of Charlotte. Documentation: Refers to all written, electronic, or recorded works, that describe the use, functions, features, or purpose of the System or any component thereof, and which are published or provided to the City by the Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. Enhancements: Refers to any products, parts of products, improvements, additions or materials which are not included in the Products at the time of execution of an Agreement or that are subsequently developed, which modify the Products to provide a function or feature not originally offered or an improvement in function. Environmentally Preferable Products: Refers to products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve the same purpose. This comparison may

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 2 Section 1 Introduction and General Information consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product. Evaluation Committee: Refers to a committee, as appointed by the City, responsible for determining the best Company for the Services described in this RFP. FCC: Refers to the Federal Communications Commission. Hardware: Refers to all hardware, equipment and materials which the Company actually provides or is required to provide under the terms of this RFP (whether now or in the future). ICOM: Refers to ICOM America, Inc. Lead Public Agency: Refers to the Charlotte-Mecklenburg Procurement Management Division. License: Refers to the license agreement. Maintenance Services: Refers to the maintenance services described in Section 3. MBE: Refers to a business enterprise that: (a) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least fifty-one percent (51%) owned by one or more persons who are members of one of the following groups: African American or Black, Hispanic, Asian, Native American or American Indian; and (c) is headquartered in the Charlotte Combined Statistical Area. Milestones: Refers to the benchmarks of performance (consisting of an identified deadline for the completion of specific services and/or the acceptance of identified Deliverables), as specified in this RFP. Motorola MotoTrbo: Refers to the MotoTrbo product line of two-way radios by Motorola Solutions, Inc. Participating Public Agency: Refers to a public entity, county, city, special district, local government school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization. Post-Consumer Recycled Material: Refers to material and by-products which have served their intended end-use by a consumer and have been recovered or diverted from solid waste. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. Project: Refers to the City’s need for a company to provide Radios and Communication Equipment for the City. Products: Refers to all Software and all Hardware (both as herein defined).

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 3 Section 1 Introduction and General Information Proposal: Refers to the Proposal submitted by a company for the Services as outlined in this RFP. Recyclability: Refers to products or materials that can be collected, separated or otherwise recovered from the solid waste stream for reuse, or used in the manufacture or assembly of another package or product, through an established recycling program. For products that are made of both recyclable and non-recyclable components, the recyclable claim should be adequately qualified to avoid consumer deception about which portions or components are recyclable. Recycled Material: Refers to material and by-products which have been recovered or diverted from solid waste for the purpose of recycling. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. SBE: Refers to a business enterprise that is certified by the City of Charlotte under Part E of the CBI Policy as meeting all of the requirements for SBE certification. Services: Refers to the Radios and Communication Equipment as requested in this RFP. Software: Refers to (i) all Company Software; (ii) all Customizations; (iii) all Third Party Software; and (iv) all Updates and Enhancements of any of the foregoing. Source Code: Refers to the human readable form of a computer program and all algorithms, flow charts, logic diagrams, structure descriptions or diagrams, data format or layout descriptions, pseudo-code, code listings (including comments), and other technical documentation relating to such program. Specifications and Requirements: Refers to all definitions, descriptions, requirements, criteria, warranties and performance standards relating to the Products or System which are set forth or referenced in: (i) this RFP; (ii) the Documentation; and (iii) any functional and/or technical specifications which are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Products or the System. System: Refers to Radios and Communication Equipment to be designed, supplied, installed, configured, tested and commissioned by the Company under this RFP, including but not limited to all Products. System Acceptance: The term “System Acceptance” shall mean acceptance by the City of the complete System to be provided. Third Party Software: Refers to all software included within the System or required for the System to function in full compliance with the Specifications and Requirements that is provided by the Company as a result of this RFP and was not manufactured,

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 4 Section 1 Introduction and General Information developed or otherwise created by the Company, any Related Entity of the Company, or any of the Company’s subcontractors. The phrase "Related Entity" shall mean any person or entity that is directly or indirectly in control of, controlled by, or under common control with the Company, including but not limited to any parent, subsidiary, and affiliate entities. The word, "control," as used in this context, shall mean ownership of a sufficient percentage (not necessarily a majority) of the outstanding voting interests in an entity so as to afford effective control of the management of the entity. Trade Secrets: Information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. See N.C. Gen. Stat. § 66-152 et seq. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. Updates: Refers to program logic changes made by the Company or its subcontractors or vendors to correct Defects in the Products and/or related Documentation delivered hereunder. Warranty Period: Refers to the twelve-month period following System Acceptance. WBE: Refers to a business enterprise that: (a) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least fifty-one percent (51%) owned by one or more persons who are female; and (c) is headquartered in the Charlotte. Workaround: Refers to a reasonable change in the procedures followed or data supplied to avoid a Defect that does not impair the performance of the System or increase the cost of using the System. Work Product: Refers to the Deliverables and all other programs, algorithms, reports, information, designs, plans and other items developed by the Company in connection with this RFP, and all partial, intermediate or preliminary versions of any of the foregoing. 1.3. Accuracy of RFP and Related Documents. Each Company must independently evaluate all information provided by the City. The City makes no representations or warranties regarding any information presented in this RFP, or otherwise made available during this procurement process, and assumes no responsibility for conclusions or interpretations derived from such information. In addition, the City will not be bound by or be responsible for any explanation or conclusions regarding this RFP or any related documents other than those provided by an addendum issued by the City. Companies may not rely on any oral statement by the City or its agents, advisors, or consultants. If a Company identifies potential errors or omissions in this RFP or any other related documents, the Company should immediately notify the City of such potential discrepancy in writing. The City may issue a written addendum if the City determines clarification necessary.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 5 Section 1 Introduction and General Information Each Company requesting an interpretation will be responsible for delivering such requests to the City's designated representative as directed in RFP Section 2. 1.4. City’s Rights and Options. The City reserves the right, at the City’s sole discretion, to take any action affecting this RFP, this RFP process, or the Services or facilities subject to this RFP that would be in the best interests of the City, including:To supplement, amend, substitute or otherwise modify this RFP at any time; 1.4.1. To supplement, amend, substitute, or otherwise modify this RFP, including the schedule, or to cancel this RFP, at any time; 1.4.2. To require any Companies to supplement or clarify its Proposal or provide additional information relating to its Proposals; 1.4.3. To investigate the qualifications, experience, capabilities, and financial standing of each Company submitting a Proposal; 1.4.4. To waive any defect or irregularity in any Proposal received; 1.4.5. To reject any or all Proposals; 1.4.6. To share the Proposals with City employees and contractors in addition to the Evaluation Committee as deemed necessary by the City; 1.4.7. To award all, none, or any part of the Services and enter into Contracts with one or more of the responding Companies deemed by the City to be in the best interest of the City, which may be done with or without re-solicitation; 1.4.8. To discuss and negotiate with any Company(-ies) their Proposal terms and conditions, including but not limited to financial terms; and 1.4.9. To terminate discussions and negotiations with any Company at any time and for any reason. 1.5. Expense of Submittal Preparation. The City accepts no liability, and Companies will have no actionable claims, for reimbursement of any costs or expenses incurred in participating in this solicitation process. This includes expenses and costs related to Proposal submission, submission of written questions, attendance at pre-proposal meetings or evaluation interviews, contract negotiations, or activities required for contract execution. 1.6. Proposal Conditions. The following terms are applicable to this RFP and the Company’s Proposal. 1.6.1. RFP Not An Offer. This RFP does not constitute an offer by the City. No binding contract, obligation to negotiate, nor any other obligation shall be created on the part of the City unless the City and the Company execute an Agreement. No recommendations or conclusions from this RFP process concerning the Company shall constitute a right (property or otherwise) under the Constitution of the United States or under the Constitution, case law, or statutory law of North Carolina. 1.6.2. Trade Secrets and Personal Identification Information. Definition. Upon receipt by City Procurement, all materials submitted by a Company (including the Proposal) are considered public records except for (1) material that qualifies as

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 6 Section 1 Introduction and General Information “trade secret” information under N.C. Gen. Stat. § 66-152 et seq. (“Trade Secrets”) or (2) “personal identification information” protected by state or federal law, to include, but not be limited to, Social Security numbers, bank account numbers, and driver’s license numbers (“Personally Identifiable Information” or “PII”). Instructions for Marking and Identifying Trade Secrets. If any Proposal contains Trade Secrets or PII, such Trade Secrets and PII must specifically and clearly be identified in accordance with this Section 1.6.2 by clearly separating them from the rest of the Proposal. For hard copy documents, it must be submitted in a separate, sealed envelope, marked either “Personally Identifiable Information – Confidential” or “Trade Secret—Confidential and Proprietary Information.” For electronic submissions it must also be submitted on a separate CD or flash drive. In both hard copy or electronic format, the confidentiality caption stated above must appear on each page of the Trade Secret or PII materials. Availability of Proposals to City Staff and Contractors. By submitting a Proposal, each Company agrees that the City may reveal any Trade Secret materials and PII contained therein to all City staff and City officials involved in the selection process, and to any outside consultant or other third parties who serve on the Evaluation Committee or who are hired or appointed by the City to assist in the evaluation process. Availability of Proposals via Public Records Requests. Any person or entity (including competitors) may request Proposals submitted in response to an RFP. Only those portions of RFPs properly designated as Trade Secret or PII are not subject to disclosure. The public disclosure of the contents of a Proposal or other materials submitted by a Company is governed by N.C. Gen. Stat. §§ 132 and 66-152, et seq. When determining whether to mark materials as Trade Secret, please note the following: x Entire Proposals may not be marked as Trade Secret x Pricing may not be marked as Trade Secret The City may disqualify and Company that designates its entire Proposal as a trade secret, or any portion thereof that clearly does not qualify under applicable law as a Trade Secret or PII. Each Company agrees to indemnify, defend, and hold harmless the City and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material that the Company has designated as a Trade Secret or PII. This includes an obligation on the part of the Company to defend any litigation brought by a party that has requested Proposals or other information that the Company has marked Trade Secret or PII. 1.6.3. Commercial Non-Discrimination. The City has adopted a Commercial Non-Discrimination Ordinance that is set forth in Section 2, Article V of the Charlotte City Code, and is available for review on the City’s website (the “Non-Discrimination Policy”). As a condition of entering into an Agreement that may result from this RFP, the Company agrees to comply with the Non-Discrimination Policy, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age, marital status, familial status, sexual orientation, gender identity, gender expression, or disability in the solicitation, selection, hiring, or treatment of subcontractors,

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 7 Section 1 Introduction and General Information vendors, suppliers, or commercial customers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. As a condition of entering into an Agreement that may result from this RFP, the Company agrees to: (a) promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with the Agreement; and (b) if requested, provide to the City within sixty (60) days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five (5) years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company shall further agree to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with the Agreement within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this Commercial Non- Discrimination provision shall be considered a material breach of the Agreement and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. 1.6.4. Statutory Requirements. Any Agreement awarded as a result of this RFP shall be in full conformance with all statutory requirements of North Carolina and all statutory requirements of the Federal Government, to the extent applicable. 1.6.5. Reservation of Right to Change Schedule. The City shall ultimately determine the timing and sequence of events resulting from this RFP. The City reserves the right to delay the closing date and time for any phase if City staff believe that an extension will be in the best interest of the City. 1.6.6. Reservation of Right to Amend RFP. The City reserves the right to amend this RFP at any time during the process, if it believes that doing so is in the best interests of the City. Any addenda will be posted to the Internet at www.ips.state.nc.us, bid# 269-2019-054. Companies are required to acknowledge their receipt of each addenda by including the Addenda Receipt Confirmation Form set forth in Section 6, Form Two with their Proposal. 1.6.7. Additional Evidence of Ability. Companies shall be prepared to present additional evidence of experience, qualifications, abilities, equipment, facilities, and financial standing. The City reserves the right to request such information at any time during the Proposal evaluation period for this RFP.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 8 Section 1 Introduction and General Information 1.6.8. No Collusion or Conflict of Interest. By responding to this RFP, the Company shall be deemed to have represented and warranted that the Proposal is not made in connection with any competing Company submitting a separate response to this RFP, and is in all respects fair and without collusion or fraud. 1.6.9. Proposal Terms Firm and Irreversible. The signed Proposal shall be considered a firm offer on the part of the Company. The City reserves the right to negotiate price and Services. All Proposal responses (including all statements, claims, declarations, prices and specifications in the Proposals) shall be considered firm and irrevocable for purposes of future contract negotiations unless specifically waived in writing by the City. The Company chosen for award should be prepared to have its Proposal and any relevant correspondence incorporated into the Agreement, either in part or in its entirety, at the City's election. Any false or misleading statements found in the Proposal or Agreement exceptions not included in the Proposal may be grounds for disqualification. 1.6.10. Proposal Binding for 180 Days. Each Proposal shall contain a statement to the effect that the Proposal is a firm offer for one-hundred-eighty (180) calendar day period from the date of the opening. This statement must be signed by an individual authorized to bind the Company and include their name, title, address, and telephone number. All prices quoted shall be firm and fixed for the full Agreement period. The City shall have the option to accept subject to exception by Agreement. 1.6.11. Charlotte Business INClusion Program. On April 8, 2013 the City adopted a new program that is structured to maximize opportunities for City of Charlotte Certified Small Business Enterprises (SBEs) and Minority and Women Enterprises (MWBEs) that have been certified by the State’s Historically Underutilized Business Office. MWSBEs shall have the maximum opportunity to compete for and participate in the performance of contracts issued on behalf of the City of Charlotte. The City further requires that its contractors agree to take all the necessary and responsible steps to ensure that MWSBEs have the maximum opportunity to participate as subcontractors for contractors issued by City of Charlotte, Economic Development Division. 1.6.12. Subcontracting. The Company given contract award shall be the prime contractor and shall be solely responsible for contractual performance. In the event of a subcontracting relationship, the Company shall remain the prime contractor and will assume all responsibility for the performance of the Services that are supplied by all subcontractors. The City retains the right to approve all subcontractors. Additionally, the City must be named as a third party beneficiary in all subcontracts. 1.6.13. Equal Opportunity. The City has an equal opportunity purchasing policy. The City seeks to ensure that all segments of the business community have access to supplying the goods and services needed by City programs. The City provides equal opportunity for all businesses and does not discriminate against any Companys regardless of race, color, religion, age, sex, and national origin or disability.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 9 Section 1 Introduction and General Information 1.6.14. Use of City’s Name. No advertising, sales promotion or other materials of the Company or its agents or representatives may identify or reference the City in any manner absent the prior written consent of the City. 1.6.15. Withdrawal for Modification of Proposals. Companies may change or withdraw their Proposals at any time prior to the Proposal due date; however, no oral modifications will be allowed. Only telegrams, letters, or other formal written requests for modifications or corrections of a previously submitted Proposal, which is addressed in the same manner as the Proposal, and received by the City prior to the scheduled closing time for receipt of Proposals, will be accepted. The Proposal, when opened, will then be corrected in accordance with such written request(s), provided that the written request is contained in a sealed envelope, which is plainly marked “Modifications to Proposal.” 1.6.16. No Bribery. In submitting a response to this RFP, each Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed, or attempted to bribe, an officer or employee of the City in connection with the Agreement. 1.6.17. Exceptions to the RFP. Other than exceptions that are stated in compliance with this Section, each Proposal shall be deemed to agree to comply with all terms, conditions, specifications, and requirements of this RFP including the sample contract language included as Section 7. An “exception” is defined as the Company’s inability or unwillingness to meet a term, condition, specification, or requirement in the manner specified in the RFP including the sample contract language included as Section 7. All exceptions taken must be identified and explained in writing in your Proposal and must specifically reference the relevant section(s) of this RFP. If the Company provides an alternate solution when taking an exception to a requirement, the benefits of this alternative solution and impact, if any, on any part of the remainder of the Company’s solution, must be described in detail. 1.6.18. Fair Trade Certifications. By submission of a Proposal, the Company certifies that in connection with this procurement: The prices have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with anyone; Unless otherwise required by law, the prices which have been quoted in its Proposal have not been knowingly disclosed by the Company and will not knowingly be disclosed by the Company prior to opening; and No attempt has been made or will be made by the Company to induce any other person or firm to submit or not to submit a Proposal for the purpose of restricting competition. 1.6.19. Clarification of Ambiguities. Any Company believing that there is any ambiguity, inconsistency or error in this RFP shall promptly notify the City in writing of such apparent discrepancy. Failure to notify will constitute a waiver of claim for ambiguity, inconsistency or error.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 10 Section 1 Introduction and General Information 1.6.20. Company’s Obligation to Fully Inform Themselves. Companies or their authorized representatives are expected to fully inform themselves as to all conditions, requirements and specifications of this RFP before submitting Proposals. Failure to do so will be at the Company’s own risk. 1.6.21. Environmental Preferable Purchasing. The City promotes the practice of Environmentally Preferable Purchasing (EPP) in acquiring products or services. Applicable EPP attributes that may be taken into consideration as environmental criterion include the following: Recycled content Renewable resources Recyclability Packaging Biodegradability Reduced toxicity Energy and water efficiency Durability Low volatile organic compounds Take back options Companies able to supply products or services containing any of the applicable environmentally preferable attributes that meet performance requirements are encouraged to offer them in the Proposal. Companies must provide certification of environmental standards and other environmental claims, such as recycled content and emissions data or a formal statement signed by a senior company official. 1.6.22. Environmental Reporting Requirements. The Company shall furnish quarterly usage reports showing a summary of the ordering and/or history of each City department for the previous quarter to the Procurement Services Division. The report must show at minimum, description and total quantity of each item ordered during the period, reporting period, City agency, and total dollars per agency. The City reserves the right to request additional information, if required, when reviewing contract activity. 1.6.23. Disclaimer. Each Company must perform its own evaluation and due diligence of all information and data provided by the City. The City makes no representations or warranties regarding any information or data provided by the City. 1.7. Charlotte Cooperative Purchasing Alliance. The Charlotte Cooperative Purchasing Alliance (“CCPA”) is a cooperative purchasing program established by the City of Charlotte with the specific purpose of reducing procurement costs by leveraging aggregate purchasing volume to receive better pricing. The CCPA serves as a government cooperative purchasing organization for government agencies and all contracts are publicly solicited, awarded, and held by the City of Charlotte, North Carolina. CCPA contracts are available for use and benefit all entities that must comply with state purchasing laws. The City of Charlotte is referred to in this procurement as “City.” The other government entities and nonprofits that may participate in a CCPA Contract are referred to as “Participating Public Agencies,” and may include any county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization that elects to access the CCPA contract. Except as specifically set forth in the Company’s Proposal, the terms and conditions of the Contract entered into with the Company may be extended to other public entities that are or at any time in the future become members of the CCPA. Except as prohibited in the Proposal, and

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 11 Section 1 Introduction and General Information subject to the City and the Company entering into an administrative agreement that includes a fee payable to the City, Participating Public Agencies will have the right to enter into contracts with the Company at the same prices, discounts and other terms as are in the Company’s Contract with the City. If a Participating Public Agency decides to take advantage of this option, the Company may opt to enter into a separate contract with that public entity, and must deal directly with that public entity concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. The City of Charlotte acts only as the entity conducting the initial procurement. The Company may notify other public entities of the availability of the Contract for use under the CCPA. Other public entities desiring to procure Products and Services under the terms set forth in the City’s Contract will need to make their own legal determinations as to whether the use of this Contract is consistent with their laws, regulations, and other policies. The City of Charlotte shall not be held liable for any costs or damages incurred by any other public entity or the Company as a result of any contract or other arrangement entered into between that public entity and the Company. Any subsequent contract(s) between a Participating Public Agency and an awarded Company shall be construed to be in accordance with and governed by the laws of the State in which the Participating Public Agency exists.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 12 Section 2 Procurement Process 2. PROCUREMENT PROCESS. This Section 2 contains information about the procurement process for this Project. 2.1. Schedule and Process. The following chart shows the schedule of events to prepare the Company’s Proposal. The key events and deadlines for this process are as follows, some of which are set forth in more detail in the Sections that follow:

DATE EVENT March 19, 2019 Issuance of RFP. The City issues this RFP. March 22, 2019 Request for Proposals Acknowledgement. Companies that intend to submit a Proposal shall submit the RFP Acknowledgement Form on this date to the email or fax number listed in Section 2.3. March 22, 2019 Submission of Written Questions Prior to Pre-Proposal Conference.Companies are permitted to submit written questions for purposes of clarifying this RFP. All submissions must be pursuant to the instructions in Section 2.3 by 2:00 p.m. March 26, 2019 Non-Mandatory Pre-Proposal Conference to be held at the location indicated in Section 2.4 at 2:00 p.m. April 5, 2019 Final Submission of Written Questions. Questions are due by 2:00 p.m. April 16, 2019 Proposal Submission. Proposals are due by 2:00 p.m. at City Procurement, CMGC 9th Floor. April 16, 2019 – Evaluation. The Evaluation Committee will assess each May 14, 2019 Proposal and conduct evaluation activities with Companies. June 24, 2019 Contract Award by Council. July 16, 2019 Post Award Meeting. City and Company will meet to discuss the performance of the new Contract. Meeting will be held at the CMGC 9th Floor Large Conference Room 986 at 2:00 p.m. July 30, 2019 Services commence. Company begins providing the Services.

2.2. Intent to Propose. Please acknowledge receipt of this RFP via email or facsimile by March 22, 2019 using the Request for Proposals Acknowledgement Form located in Section 6, Form One. Complete the form in its entirety advising the City of your firm’s intention to submit or not submit a Proposal. Email or fax the completed and signed form to the email address or fax number below. The City strongly encourages Companies to submit this form prior to the Pre-Proposal conference, but Companies shall not be precluded from submitting a Proposal if they fail to submit this form. 2.3. Interpretations and Addenda. There are two (2) ways to ask questions about this RFP: (1) submit a question in writing to the Procurement Officer at the e-mail address listed below; or (2) ask a question at the Pre- Proposal Conference. Other than these permitted methods, Companies should refrain from

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 13 Section 2 Procurement Process contacting City staff prior to the Proposal deadline. The City is not bound by any statements, representations or clarifications regarding this RFP other than those provided in writing by the Procurement Officer. David Tate City of Charlotte City Procurement 600 East 4th Street, CMGC 9th Floor Charlotte, NC 28202 RFP # 269-2019-054 Fax: 704-632-8520 E-mail: [email protected] When submitting questions, please reference the RFP page and topic number. In order for questions to be addressed at the Pre-Proposal Conference, they must be submitted by 2:00 p.m. on March 22, 2019. After the Pre-Proposal Conference, questions must be submitted in writing by the deadline stated in Section 2.1. In the case of questions not submitted by the deadline, the Procurement Officer will, based on the availability of time to research and communicate an answer, decide whether an answer can be given before the Proposal deadline. When responding to Company questions or issuing addenda to the RFP, the City will post the answer or information to the Internet at http://www.ips.state.nc.us and the City’s Contract Opportunities Site, referencing solicitation # 269-2019-054. Companies are required to acknowledge their receipt of each addenda by including in the Proposal a completed Addenda Receipt Confirmation Form (Section 6, Form 2). 2.4. Pre-Proposal Conference. A Non-Mandatory Pre-Proposal Conference will be conducted on March 26, 2019 at 2:00 p.m. The meeting will be held at the Charlotte-Mecklenburg Government Center, 600 East Fourth Street, Charlotte, North Carolina 28202, 9th Floor Large Conference Room 986 or via teleconference by calling 704-336-5485. While attendance at the Pre-Proposal Conference is not mandatory, all interested Companies are encouraged to attend. If special accommodations are required for attendance, please notify David Tate in advance of the conference date and time identifying the special accommodations required. 2.5. Submit a Proposed Alternate Product in Lieu of a Specified Brand. Companies that desire to submit a proposed alternate Product in lieu of a brand specified in Section 3 of this RFP (referred to as an “Alternate”) must submit the following for sample testing and evaluation: 2.5.1. A written statement identifying the manufacturer, brand name, make and, if applicable, style number. 2.5.2. Any descriptive literature such as illustrations, drawing or date that are necessary for the City to make a comparison with the brand specified for that item listed in Section 3. 2.5.3. Certified test reports (if applicable) by an independent laboratory attesting that the proposed Alternate is equal to or better than the specified brand with respect to the applicable specifications for which certified test reports are required.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 14 Section 2 Procurement Process Failure to comply with each of the above requirements with respect to a proposed Alternate Product shall result in the City rejecting the Alternate as an acceptable “or equal” for the brand specified in Section 3. 2.6. Submission of Proposals. Proposals must be in the format specified in Section 4 of this RFP. One (1) electronic copy on a CD or flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer, plus one (1) copy shall be submitted to the address listed in Section 2.3 above by April 16, 2019 on or before but no later than 2:00 p.m. The original Proposal and the copy shall be complete and unabridged, and shall not refer to any other copy of the signed and sealed original for any references, clarifications, or additional information. When received, all Proposals and supporting materials, as well as correspondence relating to this RFP, shall become the property of the City. Proposals sent by fax or email will not be accepted. Due to increased security concerns at the Charlotte-Mecklenburg Government Center (CMGC), your sealed boxed including any portions marked as Confidential/Trade Secret, may be searched and thoroughly inspected prior to admittance. Please allow time for this search to take place and to re-seal the box if delivering your Proposal in person to the CMGC. Do not arrive at City Procurement on the Proposal due date for the purposes of reviewing your competitors’ Proposals. The Proposals will not be read aloud or made available to inspect or copy until any trade secret issues have been resolved. All Proposals will be time-stamped upon receipt and held in a secure place until opening. 2.7. Correction of Errors. The person signing the Proposal must initial erasures or other corrections in the Proposal. The Company further agrees that in the event of any obvious errors, the City reserves the right to waive such errors in its sole discretion. The City, however, has no obligation under any circumstances to waive such errors. 2.8. Evaluation. As part of the evaluation process, the Evaluation Committee may engage in discussions with one or more Companies. Discussions might be held with individual Companies to determine in greater detail the Company’s qualifications, to explore with the Company the scope and nature of the required contractual Services, to learn the Company’s proposed method of performance and the relative utility of alternative methods, and to facilitate arriving at a Contract that will be satisfactory to the City. The City may in its discretion require one or more Companies to make presentations to the Evaluation Committee or appear before the City and/or its representatives for an interview. During such interview, the Company may be required to orally and otherwise present its Proposal and to respond in detail to any questions posed. Additional meetings may be held to clarify issues or to address comments, as the City deems appropriate. Companies will be notified in advance of the time and format of such meetings. Since the City may choose to award a Contract without engaging in discussions or negotiations, the Proposals submitted shall state the Company's best offer for performing the Services described in this RFP. 2.8.1. Samples.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 15 Section 2 Procurement Process Companies may be requested to submit samples of specific Groups of radios during the evaluation phase. If samples are requested, Companies shall submit two (2) samples of a certain group of radios, to be determined during the evaluation process, that are described in the Scope of Services Section 3.3, at no charge to the City for evaluation purposes. Samples shall be received by the City within five (5) business days of request by the City. Samples must be an exact and true representation of the actual Products that will be proposed in response to this RFP. Upon receipt of the samples, the Evaluation Committee will conduct an evaluation of each product to determine the compliance with requirements outlined in Section 3 and whether the samples appear to be acceptable “or equal” alternates to the brand names listed. Companies may also be requested to come onsite to the City for programming and/or demonstration purposes. The testing of samples and evaluation process shall be conducted for an estimated two (2) weeks from the proposals submission date outlined in Section 2.1. During the evaluation phase, the City reserves the right to contact Companies as the City deems necessary with questions or concerns regarding the sample submitted or with requests for additional documentation, samples or information. Companies must promptly comply with all such requests. The City is not responsible for locating or obtaining any information not identified in the proposal response. The City shall be the sole judge in determining the product acceptability. At the conclusion of the sample evaluation process, the City shall return each sample to the Company. 2.9. Contract Award by Council. As soon as practical after opening the Proposals, the name of the apparent successful Company will be submitted to the Council for final approval of award and the Procurement Officer will provide Contract documents to the Company. In the event the Council approval is not received within one hundred eighty (180) calendar days after opening of the Proposals, the Company may request that it be released from the Proposal. 2.10. Vendor Inclusion. The City’s vendor management philosophy supports a fair, open, and inclusive process that offers the same access and information to all Companies. Although Companies are not required to be registered in the City’s vendor registration system prior to submitting a Proposal, in order to execute a contract with the City and receive payment from the City, all Companies must register with the City’s vendor registration system. Your registration provides the City with baseline information for your company including location, contact and demographic information, as well as your areas of expertise with specific commodity and/or service descriptions. You will also have the opportunity to complete any applicable certifications if your company desires to establish itself as an SBE, MBE, or WBE. The link below will provide you with the opportunity to complete your registration on-line with the City. http://charlottenc.gov/vendors

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 16 Section 3 Scope of Services 3. SCOPE OF RADIOS AND COMMUNICATION EQUIPMENT. 3.1. General Scope. The City of Charlotte manages an estimated 12,000 radios through all departments citywide. While the City is flexible with respect to certain elements of its proposed relationship with the Radios and Communication Equipment Services Provider, the City does have certain preferences for that relationship and has developed the following proposed model for that relationship. 3.2. Product Specifications. Companies shall provide pricing for each type of radio listed below that meet the following specifications:

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 17 Section 3 Scope of Services 3.3. Product Life. The useful life span of all readios and communication equipment shall be a minimum of one (1) year. During their life span and under normal wear conditions, the radios and communication equipment shall maintain integrity, functionality, and usability and other attributes as originally delivered. 3.4. Quantities. The City and Participating Public Agencies reserve the right to purchase according to actual need and do not guarantee quantities. Multiple orders will be placed on an as needed basis during the term of the Contract. 3.5. Pricing. Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Pricing must be all-inclusive and cover every aspect of the Project. Cost must be in United States dollars rounded to the nearest quarter of a dollar. A pricing worksheet is provided in Section 6, Form 4 to assist you. The Lead Public Agency is requesting a fixed percentage discount from the Manufacturer’s/Retail List Price (list price less discount) included in the Company’s most current full line catalog for the items not included on the pricing worksheet. The Company shall provide a copy of their current full line catalog with list pricing or access to a website containing the full line catalog with list pricing. Pricing under this contract shall include all shipping and handling, delivery, vendor markup/profit, and storage. No other charges will be allowed. To obtain a copy of the pricing worksheet in Excel format, please email David Tate at [email protected]. Pricing worksheets must be submitted in Excel format on a compact disc or flash drive. No catalog items can be excluded from the quoted list price less discounts based on gross profit floors, vendor costs, sourcing methods, or changing market conditions. Discounts shall be firm for the life of the contract. Prices shall be firm for the entire three (3) year initial term of the contract. The prices shall also remain firm during the two (2) one-year renewal option terms unless the Lead Public Agency approves a price adjustment in writing. To request a price adjustment, the Company shall submit in writing to the City of Charlotte Procurement Management division any proposed price adjustments for review. Price increases will only be considered for legitimate, bona fide increases in the cost of materials. The Company shall provide a comparison of previous year prices and proposed new prices, showing the percent (%) difference. Price increases will not be considered more than once annually. 3.5.1. Pricing Incentives and Rebates: Identify any incentives and rebates offered based on volume, or other criteria on pricing worksheet in Section 6, Form 4. 3.6. Administrative Fees. The Company(s) shall pay the City a minimum of one (1) percent quarterly administrative fee based on overall CCPA Program spend by the City and Participating Public Agencies during the term of the contract and will include a report as mutually agreed to by the parties outlining the CCPA spend. The Administrative Fee shall be paid no later than 30 days after the end of each calendar quarter during the term of the contract. It is the responsibility of the Company to set the Administrative Fee on Section 6, Form 4. 3.7. Customer Service. The City is very focused on Customer Service with a philosophy to provide all customers with quality services in a manner that is courteous, responsive, accessible, and seamless. The Services will be delivered with patience, understanding, good will, and without regard to our

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 29 Section 3 Scope of Services own convenience. The selected Company will be expected to use these guidelines in developing the Proposed Solution: x Accessible, courteous, responsive and seamless customer service is of highest priority for the City. x Accessible service means that citizens have easy access to the organization. x Seamless customer service means that a customer gets good service no matter who is responsible. x Responsible customer service means that our employees know what they are doing: that information they give is accurate; that they have a good understanding of how to get problems and decisions made; that they are trained and evaluated for the jobs they are doing. x Customer Service goals must be measurable and regularly evaluated. x Continuous improvements in customer service must be made in order to make City services accessible, responsive and as seamless as possible. 3.8. Reporting Requirements. 3.8.1 Project Reporting Requirements. The Company shall provide written reports of purchasing and expenditures as may be requested by the City from time to time, including without limitation any reports described in this Scope of Services. 3.8.2 Environmental Reporting Requirements. The Company shall furnish quarterly usage reports showing a summary of the ordering and/or history of each City department for the previous quarter to the Procurement Services Division. The report must show at minimum, description and total quantity of each item ordered during the period, reporting period, City agency, and total dollars per agency. The City reserves the right to request additional information, if required, when reviewing contract activity. 3.8.3 CCPA Quarterly Quarterly Reports. The Company shall provide quarterly usage reports in Excel format to City Procurement by the 30th of January, April, July, and October. Reports must be designed in such a manner that the information captured on the purchase request shall also be reflected in the quarterly report. The reports must include but not limited to the City department, Participating Public Agency name, category, product/service description, product number, unit of measure, quantity, applicable percentage discount/list price, fixed unit price, and extended price for each item. The City and Participating Public Agency reserves the right to request additional information. 3.9. City Hardware/Software Standards and Preferences. The City has a number of standards and preferences regarding implementation of new hardware and software. Proposed solutions must adhere to these in the cases where defined standards apply (noted next to the technology categories below) or where specific technology needs are noted in an RFP requirements section. In the remaining cases, adherence is preferred, but not required. Standards documentation for any technology category can be provided upon request. Implementation of any new hardware or software should require minimal changes to existing City systems. It is preferred that new software use architectures (e.g. database and reporting solutions) building upon or compliant with those already implemented at the City. Similarly, where System integration is required, new software installation should include the

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 30 Section 3 Scope of Services implementation of these interfaces and the Company should identify means of minimizing any changes to the systems being interfaced with. The following table provides a summary of the City’s current technology environment. Technology Category Technical Architecture Summary Telephony Telephony AT&T Centrex Service / Avaya / Nortel Call Recording System NICE / Verint Networking Network Hardware Cisco, access should be secured by TACACS+ and SSH Network Communication Protocol IP, current protocol is IPv4, but new (standards apply) equipment should support IPv6 Wi-Fi Wi-Fi enabled systems should support 80211a,b,g, and n protocols , AES 256 bit encryption, PEAP and MS- CHAPv2 authentication New Access point equipment should support Cisco LWAPP architecture Data Center Server Hardware HP Proliant series, Dell, Sun Server Operating Systems Windows Server 2008 and above, Red Hat 4 and above, Solaris 10 and above, HP- UX 11 and above Virtual Operating Environments Windows Virtual Server, VMWare, Microsoft App-V, Citrix Storage HP, Dell, Pillar & EMC SAN storage, Backup Software Symantec Netbackup 6.5, EMC Avamar 5 Backup Hardware Oracle/SUN/Storagetek SL-500 library, Spectralogic T-50, HP ESL9326 Data Database Systems (standards apply) Oracle Database Server 11g and above, MS SQL Server 2008 and above ETL/Data Mapping Services/Data SQL Server Integration Services SQL Warehousing Server Analysis Services, BizTalk 2009, Oracle Warehouse Builder (legacy only) Business Intelligence / Data Tableau, Excel Visualization Reporting Services Third-party products such as Business Objects / Crystal, COGNOS, Oracle Reports, and Microsoft SQL Reporting Services are supported for application- specific reporting. The City has a preference to utilize Microsoft SQL Reporting Services toolsets. Application Servers .NET Framework, Oracle WebLogic

Application

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 31 Section 3 Scope of Services Web Servers Microsoft Internet Information Services v6 and above, Apache Application Languages MS VB.NET, ASP.NET, C#.NET, PL/SQL, JSP, Javascript, and Java J2EE are among the City’s development toolsets in use. Desktop Operating System Windows XP and above Application Client (standards apply) Browser-based implementation is preferred. Client operating systems may include Windows XP and above. Browser clients should support Microsoft Internet Explorer Version 7 and above. If an actual client installation is required, it must be tested by the City to confirm that it does not conflict with other existing desktop components. Portal Services Microsoft Office SharePoint Services GIS Platform (standards apply) The City’s Geospatial Platform is based on ESRI’s ArcGIS technology. All spatial databases should be compatible with the City’s implementation of the ESRI Geodatabase using ArcSDE. Web-based GIS tools, components or extended custom functionality should use ArcGIS Server.

E-mail Services (standards apply) The City uses Microsoft Exchange with the Microsoft Outlook e-mail client. Business Productivity (standards MS Office 2007 apply)

Data Protection Security Security Access to the Software must be restricted by assigning user credentials to authorized users. Enterprise authentication services are provided by Active Directory. Virus Protection McAfee VirusScan 8.5 3.10. Service Oriented Architecture. The City is implementing a Service Oriented Architecture and prefers new technologies that apply the following Service Oriented Architecture elements: x The System groups functionality around business processes and provides access to this functionality via interoperable services; x Supplied services are engineered to improve System agility and to be generic and reusable; x Disparate System components share related data to ensure consistency; x Web services delivered as part of a COTS application should adhere to City’s SOA Standards and Development Guidelines (available upon request); and x Web services developed for the City of Charlotte as part of any engagement must adhere to City’s SOA Standards and Development Guidelines (available upon request).

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 32 Section 3 Scope of Services 3.11. Software Customizations. The City generally differentiates customization and configuration of software as follows: x Customization: requires software code changes, generally done by the vendor, must be re- addressed if the software is upgraded x Configuration: implies no code changes, can be performed by the customer through a user interface Where possible, the City prefers solutions that do not have to be customized to meet business requirements. Configuration changes to meet requirements are an acceptable alternative. 3.12. Security Requirements. The City of Charlotte is committed to protecting its information resources from accidental or intentional intrusion. To accomplish this, the City will require Information Security features be included with software/hardware purchases, (e.g. access permissions, encryption for restricted data and data that passes from trusted to untrusted networks (FTP, RDP, telnet, etc.), common authentication (Active Directory)).Please describe the security capabilities of the proposed technology, and your company’s security procedures to include handling of electronic data, hard copy information, and employee security. If the software/hardware will process credit cards, please include PCI and PA-DSS compliance letters. Specific Information Security procedures and standards can be supplied upon request. 3.13. Support and Maintenance. Beginning on the Date of Acceptance and continuing throughout the term of the Contract, the Company shall provide to the City the following Maintenance Services: x Prevention and Correction of System Defects; x Prevention and Correction of Software Defects; x Prevention and Correction of Hardware Defects; x Software Updates and Enhancements; x Hardware Updates and Enhancements; x Compliance with laws; x Training and Documentation for Major Updates and Enhancements; x Reporting of Defects; x Telephone Support x Remote Support x Onsite Support; x Change Control Procedures; x Severity Levels, Response Times, and Resolution Times; x Disaster Recovery; x Phone Logs; and x Technical Records. 3.14. Representations and Warranties. The Company represents, warrants and covenants that: 3.14.1 The Services shall satisfy all requirements set forth in the Agreement, including but not limited to the attached Exhibits; 3.14.2 All work performed by the Company and/or its subcontractors pursuant to the Agreement shall meet highest industry standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge;

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 33 Section 3 Scope of Services 3.14.3 Neither the Services, nor any Software or Hardware (delete as required) provided by the Company under the Agreement will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; 3.14.4 The Company has taken and will continue to take precautions sufficient to ensure that it will not be prevented from performing all or part of its obligations under the Agreement by virtue of interruptions in the computer systems used by the Company; and 3.14.5 In accordance with the North Carolina electronic data-processing records law N.C.G.S. §132-6-1: All software and documentation provided by the Company or its subcontractors will have sufficient information and capabilities to enable the City to permit the public inspection and examination and to provide electronic copies of public records stored, manipulated or retrieved by the System; and All software and documentation provided by the Company or its subcontractors will have sufficient information to enable the City to create an index containing the following information with respect to each database used by the System without extraordinary commitments of staff or resources: (i) annotated list of data fields: name, description, and restricted field indicator; (ii) description of the format or record layout; (iii) frequency with which the database is updated; (iv) list of any data fields to which public access is restricted; (v) description of each form in which the database can be copied or reproduced; (vi) title of the database; (vii) owner of the data; (viii) narrative description of the database; (ix) person creating the index; and (x) purpose of the database. The Company agrees that the information set forth in the preceding sentence constitutes a public record and may be disclosed by the City without the Company’s consent. 3.15. Background Checks. Prior to starting work under the Agreement, the Company is required to conduct a background check on each Company employee assigned to work under the Agreement, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under the Agreement (collectively, the “Background Checks”). Each Background Check must include: (a) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven years; and (b) a reference check. After starting work under the Agreement, the Company shall be required to, on an annual basis, perform a Background Check for each Company employee assigned to work under the Agreement during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under the Agreement, then prior to commencing performance of the project the Company shall perform a Background Check for each Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees. If a person’s duties under the Agreement fall within the categories described below, the Background Checks that the Company will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation: x If the job duties require driving: A motor vehicle records check. x If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 34 Section 3 Scope of Services The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same. The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason. The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request. 3.16. Length of Relationship. The City expects to establish a long-term relationship with its Radios and Communication Equipment Company in order to permit costs and fees to be distributed properly over a sufficient time period. For purposes of this RFP and the Company’s Proposal, assume an initial term of three (3) years, with the City having an option to renew for two (2) additional consecutive one (1) year terms thereafter.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 35 Section 4 Proposal Format 4. PROPOSAL FORMAT. The City desires all Proposals to be identical in format in order to facilitate comparison. While the City’s format may represent departure from the Company’s preference, the City requires strict adherence to the format. The Proposal will be in the format described below: a. Cover letter; b. Proposed Solution; c. Proposed Alternate in Lieu of Specified Brand (if applicable); d. The “Addenda Receipt Confirmation” set forth in Section 6, Form 2; e. The “Proposal Submission” set forth in Section 6, Form 3; f. The “Pricing Worksheet” set forth in Section 6, Form 4; g. The “MWSBE Compliance” set forth in Section 6, Form 5; h. The “Company Background” set forth in Section 6, Form 6: i. The “References” set forth in Section 6, Form 7; j. The “Certification Regarding Debarment, Suspension and Other Responsibility Matters” set forth in Section 6, Form 8; k. The “Byrd Anti-Lobbying Certification” set forth in Section 6, Form 9; l. The “CCPA Plan” set forth in Section 6, Form 10; m. Exceptions to the Remainder of the RFP, including the Sample Contract in Section 7; and n. Full Line Product Catalog with List Pricing. The City encourages Proposals to be compatible with the City’s waste reduction goals and policies. Therefore, it is desired that all responses meet the following requirements: x All Proposals be printed 8 1/2" x 11" format with all standard text no smaller than eleven (11) points; x All copies be printed double-sided; x All copies be printed on recycled paper (at least 30% post-consumer recovered material and at least 30% total recovered material); x Unless necessary, all Proposal originals and copies should minimize or eliminate use of non- recyclable or non-reusable materials such as 3- ring binders, plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Glued materials, paper clips, and staples are acceptable; and x Materials be submitted in a format that allows for easy removal and recycling. Proposals must also include a CD or flash drive including the entire Proposal in a searchable format such as MS Word or Adobe Acrobat. Companies are required to organize the information requested in this RFP in accordance with the format and instructions outlined above and detailed below. Failure to do so may result in the City, at its sole discretion, deeming the Proposal non-responsive. The Company, however, may reduce the repetition of identical information within several sections of the Proposal by making the appropriate cross-references to other sections of the Proposal. Appendices for certain technical or financial information may be used to facilitate Proposal preparation. 4.1. Proposal Content. 4.1.1. Cover Letter. The Proposal must include a letter of transmittal attesting to its accuracy, signed by an individual authorized to execute binding legal documents. The cover letter shall provide the name, address, telephone and facsimile numbers of the Company along with the name, title, address, email address, telephone and facsimile numbers of the executive that has the authority to contract with the City. The cover letter shall

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 36 Section 4 Proposal Format present the Company's understanding of the Project and a summary of the approach to perform the Services. Each Company shall make the following representations and warranty in its Proposal Cover Letter, the falsity of which might result in rejection of its Proposal: “The information contained in this Proposal or any part thereof, including its Exhibits, Schedules, and other documents and instruments delivered or to be delivered to the City, is true, accurate, and complete. This Proposal includes all information necessary to ensure that the statements therein do not in whole or in part mislead the City as to any material facts.” 4.1.2. Proposed Solution. Given the purpose of this Project and the City's goals as stated in this RFP, provide a creative solution to meet such goals. Following is a framework and questions to guide your organization’s suggested solution. Please address the following as completely as possible. If you wish to add supplemental information, it shall be labeled “Supplemental Information.” 4.1.4.1. Process. What steps will your organization take to ensure that the transition or implementation for the Project runs smoothly? 4.1.4.2. Transition Plan. The Company shall prepare and submit to the City for approval a comprehensive and detailed Transition Plan, which describes in detail all tasks and resources associated with the transition of Radios and Communication Equipment to the Company (the “Transition Plan”) with minimum disruption to the City’s operations. The Transition Plan is subject to the terms set forth in Section 7 of this RFP. 4.1.4.3. Client Relationship Management. Describe the communications scheme that your organization will use to keep the City informed about the progress of the Project. 4.1.4.4. Risk Management. Describe the risks associated with this contract. What contingencies have been built in to mitigate those risks? 4.1.4.5. Requirements Matrix. Each Proposal must include responses to the Requirements found as Section 3.2. 4.1.4.6. Pricing. The City is requesting firm fixed price Agreement for three (3) years plus pricing for contract extensions. Pricing MUST include all aspects of the Project. Please refer to Section 6, Form 4 for a pricing worksheet to assist you. 4.1.3. Proposed Alternate in Lieu of Specified Brand Companies that desire to submit a proposed alternate Product in lieu of a brand specified in Section 3 of this RFP (referred to as an “Alternate”) must include the following with their Proposal: 4.1.3.1. A written statement identifying the manufacturer, brand name, make and, if applicable, style number.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 37 Section 4 Proposal Format 4.1.3.2. Any descriptive literature such as illustrations, drawing or date that are necessary for the City to make a comparison with the brand specified for that item listed in Section 3. 4.1.3.3. Certified test reports (if applicable) by an independent laboratory attesting that the proposed Alternate is equal to or better than the specified brand with respect to the applicable specifications for which certified test reports are required. Failure to comply with each of the above requirements with respect to a proposed Alternate Product shall result in the City rejecting the Alternate as an acceptable “or equal” for the brand specified in Section 3. 4.1.4. Required Forms. To be deemed responsive to this RFP, Companies must complete in detail, all Proposal Forms listed in this Section 4, items numbered d through l. 4.1.5. Exceptions to the RFP. Exceptions must be submitted in accordance with Section 1.6.17 of this RFP. If exceptions are not identified in your Proposal they may not be considered during Contract negotiation and could result in Proposal being rejected from further consideration. If legal counsel needs to review the Sample City Contract prior to signature, reviews must be completed before your Proposal is submitted. The City intends to enter into a City-drafted Contract with the successful Company that contains the terms and conditions set forth in Exhibit A (“Sample Terms”). The number and extent of any exceptions and proposed additions to the Sample Terms will be one of the City’s evaluation criteria. Accordingly, each Company must state specifically in its Proposal any exceptions to the Sample Terms, or any such exceptions will be waived. Any Company-proposed additional terms or conditions must also be included in the Proposal, and the City reserves the right to refuse consideration of any terms not so included. Any proposed changes to the Sample Terms after tentative contract award may constitute a material change to the Company’s Proposal and be grounds for revoking the award. Notwithstanding the foregoing, the City reserves the right to modify the Sample Terms prior to or during contract negotiations if it is in the City’s best interest to do so. 4.1.6. Full Line Product Catalog with List Pricing. Proposals shall include a copy of the Company’s full line catalog with list pricing or access to a website with the full line catalog and list pricing.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 38 Section 5 Evaluation Criteria 5. PROPOSAL EVALUATION CRITERIA. Proposals will be evaluated based on the Company's ability to meet the performance requirements of this RFP. This section provides a description of the evaluation criteria that will be used to evaluate the Proposals. To be deemed responsive, it is important for the Company to provide appropriate detail to demonstrate satisfaction of each criterion and compliance with the performance provisions outlined in this RFP. The Company’s Proposal will be the primary source of information used in the evaluation process. Proposals must contain information specifically related to the proposed Services and requested herein. Failure of any Company to submit information requested may result in the elimination of the Proposal from further evaluation. Proposals will be assessed to determine the most comprehensive, competitive and best value solution for the City based on, but not limited to, the criteria below. The City reserves the right to modify the evaluation criteria or waive portions thereof. Proposals will be evaluated on the following major categories: a. Qualifications, Experience and Approach; b. Cost Effectiveness and Value; c. Testing of Alternates and Evaluations; d. CCPA Plan; and e. Acceptance of the Terms of the Agreement. 5.1. Qualifications, Experience and Approach. Companies will be evaluated based upon their understanding, experience and qualifications in performing the same or substantially similar Services, as reflected by its experience in performing such Services. The evaluation will include references regarding work for organizations with needs similar to the City's, and the feasibility of the Company's approach for the provision of the Services. 5.2. Cost Effectiveness and Value. Under this criterion, Proposals will be compared in terms of the most reasonable, and or most effective pricing options. The Evaluation Committee will also take into consideration any indirect costs associated with the Services and administration of the Agreement. 5.3. Testing of Alternates and Evaluations. Companies may be required to submit two (2) sample units of specific Groups of radios being proposed. Companies may also be requested to come onsite to the City for programming and/or demonstration purposes. The testing of samples and evaluation process shall be conducted for an estimated two (2) weeks from when proposal are due in accordance with the proposals submission date outlined in Section 2.1. Samples shall be provided at no cost to the City during the evaluation period. The City shall be the sole judge in determining the product acceptability. Once evaluations are complete, the City will return each sample to the Company. 5.4. CCPA Plan. The City is committed to supporting the CCPA and making high quality contract opportunities available to Participating Public Agencies. Companies will be evaluated on the information provided in Section 6, Form 10 regarding their CCPA plan. 5.5. Acceptance of the Terms of the Agreement. The City will evaluate the Proposals for compliance with the terms, conditions, requirements, and specifications stated in this RFP including the sample contract language provided in Section 7. Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Exceptions shall be identified in accordance with Section 1.6.17 of this RFP.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 39 Section 7 Sample Contract EXHIBIT A – SAMPLE CONTRACT

STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG MASTER CONTRACT FOR RADIOS AND COMMUNICATION EQUIPMENT

This Contract for Radios and Communication Equipment (the “Contract”) is entered into as of this _____ day of [MONTH], 2019 (the “Effective Date”), by and between [COMPANY NAME], a [STATE OF INCORPORATION] corporation doing business in North Carolina (the “Company”), and the City of Charlotte, North Carolina (the "City").

Statement of Background and Intent A. The City on behalf of itself and all local government agencies and non-federal government agencies within Arizona, California, Connecticut, District of Columbia, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Missouri, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, Virginia, Washington, and West Virginia, any city, county, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both private and public), other government agencies or nonprofit organizations that elect to access the Contract (herein “Participating Public Agency”) through the Charlotte Cooperative Purchasing Alliance (CCPA) sent out a “Request for Proposals for Radios and Communication Equipment, RFP #269-2019-054 dated March 19, 2019 requesting proposals from qualified vendors to provide the City with Radios and Communication Equipment per City requirements. This Request for Proposals, together with all attachments and amendments, is referred to herein as the “RFP”. B. In response to the RFP, the Company submitted to the Lead Public Agency a proposal dated March 21, 2019. This proposal, together with all attachments and separately sealed confidential trade secrets, is referred to herein as the “Proposal.” C. The Lead Public Agency and the Company now desire to enter into an arrangement for the Company to supply, install, customize, configure, test, commission and maintain Radios and Communication Equipment and services for the Lead Public Agency, all in accordance with the terms and conditions set forth herein. D. The Lead Public Agency awarded this contract on May 13, 2019 to Company to provide Radios and Communication Equipment to the City all in accordance with the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the covenants and conditions contained in this Contract, the parties agree as follows: CONTRACT 1. EXHIBITS. The following Exhibits and Appendices are attached to this Contract and incorporated into and made a part of this Contract by reference: Exhibit A: Price Schedule and List of Products and Services Exhibit B: License Exhibit C: Specifications and Requirements Exhibit D: Master Intergovernmental Cooperative Purchasing Agreement Exhibit E: Confidentiality Agreement Exhibit F: Company Background Check Policy Exhibit G: Subcontractor Background Check Policy

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 57 Section 7 Sample Contract Exhibit H: Federal Contract Terms and Conditions Each reference to the Contract shall be deemed to include all Exhibits and Appendices. With the exception of Exhibit H (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor of the main body of this Contract. Notwithstanding anything contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit H and the main body of this Contract or any other Exhibit to this Contract, the language of Exhibit H shall prevail. Each reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the Company. 2. DEFINITIONS. The following terms shall have the following meanings for purposes of this Contract (including all Exhibits): 2.1. “Acceptance” means acceptance by the Lead Public Agency or a Participating Public Agency of the Products and/or Services as provided in Section 24 of this Contract. 2.2. “Affiliates” means all departments or units of the Lead Public Agency and all other governmental units, towns, boards, committees or municipalities for which the Lead Public Agency processes data or performs services that involve the Products and Services specified herein. 2.3. “CCPA” means the Charlotte Cooperative Purchasing Alliance. 2.4. “City” means the City of Charlotte, North Carolina. 2.5. “CLT Aviation” means the City of Charlotte-Douglas International Airport. 2.6. “Company Software” shall be used interchangeably to mean all pre-existing software owned by the Company or any of its Related Entities which the Company provides or is required to provide under this Contract, and all New Releases and New Versions of the foregoing. 2.7. “Current Release” means the latest version of the Software offered for general commercial distribution at a given point in time, including all New Releases. 2.8. “Customizations” means all newly-developed Software created by the Company and/or its subcontractors pursuant to this Contract, including but not limited to all interfaces between different components and between the Products and other products or systems. Customizations will not include New Releases and New Versions that become part of the Company Software. 2.9. “Defect” means any failure of the Products or Services or any component thereof to fully conform to the Specifications and Requirements. A non-conformity is not a Defect if it results directly from the Lead Public Agency’s or Participating Public Agency’s improper use or damage, unless it is reasonably likely that such non-conformity would have occurred on that or another occasion even without the Lead Public Agency’s or Participating Public Agency’s improper use or damage. 2.10. “Defective” means containing a Defect. 2.11. “Documentation” means all written, electronic, or recorded works, that describe the use, functions, features, or purpose of the Products or Services or any component thereof, and which are published or provided to the Lead Public Agency or a Participating Public Agency by the Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the Products or Services. 2.12. “Effective Date” means the date stated in the first sentence of this Contract. 2.13. “Embedded Software” means Software that is embedded within a Company Product and is intended for use only with that Product, such as the Software within an End User Device. 2.14. “FCC” means the Federal Communications Commission.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 58 Section 7 Sample Contract 2.15. “Hardware” means all hardware, equipment and materials that the Company actually provides or is required to provide under the terms of this Contract (whether now or in the future). 2.16. “ICOM” means ICOM America, Inc. 2.17. “Lead Public Agency” means the Charlotte-Mecklenburg Procurement Management Division. 2.18. “License” means the license agreement. 2.19. “Motorola MotoTrbo” means the MotoTrbo product line of two-way radios by Motorola Solutions, Inc. 2.20. “New Version” means any Products, parts of Products, improvements, additions or materials not included in the Products as of the Effective Date that significantly modify the Products to provide a function or feature not originally offered or an improvement in function. New Versions are typically identified by a new version number that changes the number left of the decimal point. For example, a change from Version 5.0 to Version 6.0 would likely represent a New Version. 2.21. “New Release” means any change issued by the Company or its subcontractors to the Products or the Documentation that is not a New Version. New Releases are typically identified by changing the number to the right of the decimal point (e.g., going from Version 5.1 to 5.2). 2.22. “Non-Company Software” means all software included within the Products or required for it to function in full compliance with the Specifications and Requirements and Requirements that is provided by the Company under this Contract and was not manufactured, developed or otherwise created by the Company, any Related Entity of the Company, or any of the Company’s subcontractors. 2.23. “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution. Also called “freeware” or “shareware.” 2.24. “Participating Public Agency” means any public entity, county, city, special district local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization that elects to participate in this Contract through the CCPA. 2.25. “Project” refers to the project for the Company to supply, install, configure, test, commission and maintain the Products for the Lead Public Agency or any Participating Public Agency in accordance with the terms and conditions in this Contract. 2.26. “Products” means all Software and all Hardware (both as herein defined). 2.27. “Radios and Communication Equipment” means end user equipment and/or devices which shall be meet the Specifications and Requirements and Requirements specified in this Contract. Radios and Communication Equipment are also referred to as “User Equipment” or “UE”. 2.28. “Related Entity” means any person or entity that is directly or indirectly in control of, controlled by, or under common control with the Company, including but not limited to any parent, subsidiary, and affiliate entities. The word, “control,” as used in this context, shall mean ownership of a sufficient percentage (not necessarily a majority) of the outstanding voting interests in an entity so as to afford effective control of the management of the entity. 2.29. “Services” means all services that the Company provides or is required to provide under this Contract, including but not limited to, any development, supply, installation, consulting, Products and Services integration, project management, training, technical and any implementation and maintenance services that the parties may agree to through purchase orders.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 59 Section 7 Sample Contract 2.30. “Software” means: (i) all Company Software; (ii) all Customizations; (iii) all Non-Company Software; and (iv) all New Releases and New Versions of any of the foregoing. 2.31. “Software License” means the license agreement attached to this Contract as Exhibit B. 2.32. “Specifications and Requirements” means all definitions, descriptions, requirements, criteria, warranties and performance standards relating to the Products or Services which are set forth or referenced in: (i) the main body of this Contract; (ii) Exhibits to this Contract; (iii) the Documentation; and (iv) any functional and/or technical specifications which are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Products or the Services. Any conflict between the provisions referenced in subparts (i), (ii), (iii), or (iv) of this definition shall be resolved in the order of priority in which they are listed; provided, however, that the Lead Public Agency or a Participating Public Agency may, at its option, disregard the order of listing to resolve any such conflicts in a manner that takes advantage of new or enhanced functionality or features. 3. TERM. The initial term of this Contract will be for three (3) years from the Effective Date. The Lead Public Agency shall have the option to renew for two (2) additional one-year terms. This Contract may be extended only by a written amendment to the contract signed by both parties. 4. REGULATORY REQUIREMENTS. At the time of delivery of each Product, the Company will at the Company’s expense ensure that the Product is in compliance with federal and state regulations and requirements that have been issued as of the delivery date. Likewise, if any federal or state requirements have been issued as of the delivery date of a Product require the Lead Public Agency or a Participating Public Agency to impose obligations upon the Company, the Company will accept and deliver upon such obligation at the Company’s expense. After delivery of a Product, the Company will within a reasonable time achieve compliance with any new federal or state regulations and requirements that may be issued with respect to such Product, provided that the Company may require the user agency to pay a reasonable share of the cost of compliance. 5. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES. 5.1. The Company shall provide the Products and Services in accordance with the terms and conditions set forth in this Contract and the attached Exhibits when ordered from time to time by the Lead Public Agency and Participating Public Agencies. Except as set forth Exhibit A, the prices set forth in Exhibit A constitute all charges payable by the Lead Public Agency for the Products and Services, and all labor, materials, equipment, transportation, facilities, storage, information technology, permits, and licenses necessary for the Company to provide the Products and Services. The Company shall perform any Services for the Lead Public Agency on site at the Lead Public Agency’s facilities in Charlotte, North Carolina, except as otherwise stated in this Contract or agreed in writing by the Lead Public Agency. 5.2. Placement of Orders: All orders will be placed by personnel designated by the Lead Public Agency or a Participating Public Agency on an as needed basis for the quantity required at the time during the term of the Contract. Orders will be placed by means of an authorization method by the Lead Public Agency or the applicable Participating Public Agency. 6. QUANTITIES. The Lead Public Agency and Participating Public Agencies will issue purchase orders for quantities of Products as needed during the term of the Contract. The Lead Public Agency and Participating Public Agencies reserve the right to purchase Products and Services according to actual need and do not guarantee quantities. Any quantities listed in this Contract are estimates only, and may differ substantially from actual quantities ordered. Multiple orders will be placed on an as needed basis during the term of the Contract. 7. OPTIONS AND ACCESSORIES. The Lead Public Agency and Participating Public Agencies may in their discretion purchase from the Company options and accessories beyond what is called for in Exhibit A, provided that such purchase does not violate applicable federal, state or local procurement

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 60 Section 7 Sample Contract requirements. 8. DOCUMENTATION. The Company will provide for all Products purchased under this Contract written or electronic documentation that is complete and accurate, and sufficient to enable Lead Public Agency and Participating Public Agency employees with ordinary skills and experience to utilize such Products for the purpose for which the Lead Public Agency or Participating Public Agency is acquiring them. 9. COMPENSATION. The Lead Public Agency and Participating Public Agencies shall pay the Company for the Products and Services delivered in compliance with the Specifications and Requirements at the fixed unit price for all Core Products and the fixed percentage discounts for all Non-Core Products set forth in Exhibit A. The fixed percentage discounts as applied to the Manufacturer's /Retail List Price (list price less discount) included in the Company's most current full line catalog for the Products not listed in Exhibit A. The Company shall not be entitled to charge the Lead Public Agency or Participating Public Agencies any prices, fees or other amounts that are not listed in Exhibit A. 10. PRICE ADJUSTMENT. 10.1. The price(s) stated in this Contract shall not increase for the entire three (3) year term of the Contract. The prices shall also not increase during the two (2), one-year renewal option terms unless the Lead Public Agency approves a price adjustment in writing in accordance with the following terms: 10.1.1. Price increases shall only be allowed when justified in the Lead Public Agency’s sole discretion based on legitimate, bona fide increases in the cost of materials. No adjustment shall be made to compensate the Company for inefficiency in operation, increase in labor costs, or for additional profit. 10.1.2. To obtain approval for a price increase, the Company shall submit a written request to the Procurement Management Division representative, at the address listed below, together with written documentation sufficient to demonstrate that the increase is necessary based on a legitimate increase in the cost of materials. The request must state and fully justify the proposed price increase per unit over the price originally proposed. City of Charlotte Finance Office / Procurement Management 600 East Fourth Street Charlotte, NC 28202 10.1.3. No proposed price increase shall be valid unless accepted by the Lead Public Agency in writing. The Lead Public Agency may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the Lead Public Agency’s sole discretion. The Company shall provide a comparison of previous year prices and proposed new prices, showing the percent (%) difference. If the Lead Public Agency rejects such price increase, the Company shall continue performance of the Contract. Price increases will not be considered more than once annually. 10.1.4. If the Lead Public Agency approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the Lead Public Agency shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. The Company shall notify the Lead Public Agency in writing if the market factors on which the Lead Public Agency granted the increase change such that the Lead Public Agency’s reasons for granting the increase longer apply. 10.2. If the Company's unit prices for any Products and/or Services should decrease, the Company shall provide the affected Products and/or Services at the lower discounted price. The Company will provide the Lead Public Agency with prompt written notice of all decreases in unit prices.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 61 Section 7 Sample Contract 10.3. If a Product becomes unavailable, or if a new Product becomes available, the Company promptly will send the City a proposed revised version of Exhibit A. The Lead Public Agency reserves the right to add or delete items to this Contract if particular items should become discontinued or an upgraded item becomes available to the industry market. Any new or replacement items added may be subject to bid statute requirements. The Lead Public Agency may also delete radio and communication equipment items included in this Contract if items are no longer needed or no longer issued as part of radios and communication equipment. At no additional cost to the Lead Public Agency, the Company may substitute any Product or Service to be provided by the Company, if the substitute meets or exceeds the Specifications, is compatible with the Lead Public Agency’s operating environment and is of equivalent or better quality to the Lead Public Agency. Any substitution will be reflected in a written signed change order. 11. BILLING. Each invoice sent by the Company to the City of Charlotte shall include all reports, information and data required by this Contract (including the Exhibits) necessary to entitle the Company to the requested payment. The Company shall send all City of Charlotte invoices using one of the following options: 11.1 Option 1 – E-mail one copy of each invoice to [email protected]. Company shall not mail invoices that have been sent via e-mail. 11.2 Option 2 – Mail one copy of each invoice to: City of Charlotte Accounts Payable PO Box 37979 Charlotte, NC 28237-7979 Attn: Innovation & Technology The Company shall send invoices to other Participating Public Agencies in a manner mutually agreeable to the Company and the Participating Public Agency. Payment shall be due within thirty (30) days after the Lead Public Agency’s or Participating Public Agency’s receipt of an accurate, properly submitted invoice, and (b) any other information reasonably requested by the Lead Public Agency or a Participating Public Agency to verify the charges contained in the invoice. Notwithstanding the forgoing, the Company shall only invoice for Products and Services that have been delivered and completed, and absent a milestone payment plan agreed upon in writing by the agency making payment, no payment shall be due earlier than ten (10) days after Acceptance of the applicable Product or Service. Invoices must include state and local sales tax. Invoices must include the item number, description, unit cost, quantity and extended price, and contract or purchase order number of each item purchased. All freight charges are included in the prices listed in Exhibit A. Title and risk of loss to Hardware will pass to Lead Public Agency or Participating Public Agency upon delivery. Title to Software will not pass at any time. Company will pack and ship all Products in accordance with good commercial practices. The Company waives the right to charge the Lead Public Agency or a Participating Public Agency for Products or Services that have not been invoiced to the Lead Public Agency or Participating Public Agency within ninety (90) days after such Products or Services were delivered. 12. ADMINISTRATIVE FEE. The Company shall pay the Lead Public Agency a quarterly administrative fee in the amount of ____1.75 % of all amounts paid by the Lead Public Agency and Participating Public Agencies under this Contract. The Company shall pay the administrative fee to the Lead Public Agency within thirty (30) days after both parties mutually agree to the quarterly report outlining the CCPA spend. 13. GENERAL WARRANTIES. Company represents and warrants that: 13.1 It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of [State of Incorporation], and is qualified to do business in North Carolina;

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 62 Section 7 Sample Contract 13.2 It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 13.3 The execution, delivery, and performance of this Contract have been duly authorized by Company; 13.4 No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 13.5 In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and 13.6 The Company shall not violate any agreement with any third party by entering into or performing this Contract. 14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. 14.1 Company represents warrants and covenants that: 14.1.1 The Products and Services shall comply with all requirements set forth in this Contract, including but not limited to the attached Exhibits; and 14.1.2 All work performed by the Company and/or its subcontractors pursuant to this Contract shall meet the highest industry standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; 14.1.3 Neither the Services, nor any Products provided by the Company under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; and 14.1.4 The Company shall comply in all material respects with all applicable federal, state and local laws, regulations and guidelines in providing the Products and the Services, and shall obtain all necessary permits and licenses. 14.2 WARRANTY: All Products supplied under the Contract shall be covered by a manufacturer’s written guarantee and/or warranty that such Products will be free from material defects in material and workmanship for the lifetime of the Product; merchantable and in full conformity with the Specifications and Requirements set forth in this Contract, industry standards and Company's descriptions, representations and samples. The Company shall administer the warranty on the Lead Public Agency’s or Participating Public Agency’s behalf, and shall ensure that the manufacturer repairs or replaces at no charge to the Lead Public Agency or Participating Public Agencies all Products that violate either the above warranty or the applicable manufacturer’s warranty. 14.2.1 The Company shall provide the Lead Public Agency or Participating Public Agency with two (2) copies of the manufacturer’s written warranty for each item of equipment. 14.2.2 It shall be the responsibility of the manufacturer to pay all shipping and crating costs associated with warranty repairs. 15. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The Lead Public Agency reserves the right to award multiple contracts for the Products and Services required by this Contract if the Lead Public Agency deems multiple Contracts to be in the Lead Public Agency’s best interest. 16. INDEMNIFICATION: To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 63 Section 7 Sample Contract City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like; or (vi) arising from a violation of any federal, state or local law, regulation or ordinance by the Company or any of its subcontractors, including without limitation E-Verify or other immigration laws. For purposes of this Section: (a) the term “Indemnitees” means City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 16 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 17. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services. The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to workers’ compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work. 18. DELIVERY TIME. Company shall make every effort to ship radios and communication equipment within a reasonably requested delivery date. Standard subscriber radio delivery time is approximately ten (10) business days. Notwithstanding the foregoing, if Company cannot meet a delivery date requested in a Lead Public Agency or Participating Public Agency purchase order, Company will notify the Lead Public Agency or Participating Public Agency within ten (10) days after receipt of the order and propose an alternative delivery date. Upon receipt of such notice, the Lead Public Agency or Participating Public Agency will have ten (10) days to cancel the order. If the Lead Public Agency or Participating Public Agency fails to cancel the order within such ten (10) day period, the order shall go into effect and the Company shall be bound by the alternative delivery date it proposed. Unless Company notifies the Lead Public Agency or Participating Public Agency that it cannot meet a requested delivery date within ten (10) days after receipt of the Lead Public Agency or Participating Public Agency’s purchase order, Company shall be bound by the delivery date requested. The delivery date that the Company becomes bound to under this Section 18 is referred to in this Contract as the “Binding Delivery Date.” 19. QUALITY. Unless this Contract specifically states otherwise for a particular item, all components used to manufacture or construct any supplies, materials or equipment or Products provided under this Contract shall be: (a) new; (b) the latest model; (c) of the best quality and highest grade workmanship; and (d) in compliance with all applicable federal, state and local laws, regulations and requirements. By “new”, the Lead Public Agency means that the item has been recently produced and has not been

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 64 Section 7 Sample Contract previously sold or used. Whenever this Contract states that a Product or Service shall be in accordance with laws, ordinances, building codes, underwriter’s codes, applicable A.S.T.M. regulations or similar expressions, the requirements of such laws, ordinances, etc., shall be construed to be minimum requirements that are in addition to any other requirements that may be stated in this Contract. 20. DESIGN AND/OR MANUFACTURER REQUIREMENT. All Products and Services shall meet the Specifications and Requirements, including those set forth in Exhibit C of this Contract. 21. INSPECTION AT COMPANY’S SITE. The Lead Public Agency reserves the right to inspect the equipment, plant, store or other facilities of the Company during the Contract term from time to time as the Lead Public Agency deems necessary to confirm that such equipment, plant, store or other facilities conform with the Specifications and Requirements and Requirements and are adequate and suitable for proper and effective performance of the Contract. Such inspections shall be conducted during normal business hours and upon at least thirty (30) days written notice to the Company (except that a store may be inspected at any time during regular store hours without notice). Such inspection will be limited to only those areas relevant to the performance of the Contract and to areas Company does not consider confidential or proprietary. A Company representative must accompany Lead Public Agency’s employees at all times during any inspection. 22. PREPARATION FOR DELIVERY. 22.1 Condition and Packaging. All containers/packaging shall be suitable for handling, storage or shipment, without damage to the contents. The Company shall make shipments using the minimum number of containers consistent with the requirements of safe transit, available mode of transportation routing. The Company will be responsible for confirming that packing is sufficient to assure that all the materials arrive at the correct destination in an undamaged condition ready for their intended use. 22.2 Marking. All cartons shall be clearly identified with the Lead Public Agency or Participating Public Agency purchase order number and the name of the department or key business making the purchase. Packing lists must be affixed to each carton identifying all contents included in the carton. If more than one carton is shipped, each carton must be numbered and must state the number of that carton in relation to the total number of cartons shipped (i.e. 1 of 4, 2 of 4, etc). 22.3 Shipping. The Company shall follow all shipping instructions included in this Contract and/or a purchase order issued by the Lead Public Agency or a Participating Public Agency. 23. DELIVERY. 23.1. All Products provided under this contract must be delivered F.O.B. Destination. Delivery and freight charges are to be included in discount price. Failure to comply with this requirement shall be cause to terminate this Contract unless such failure is confined to infrequent and isolated instances, which do not involve major purchases. 23.2. Deliveries to the Lead Public Agency must be made to the City of Charlotte’s IT Communications Department located at 527 Spratt Street, Charlotte, NC 28206 unless otherwise directed by the Lead Public Agency in writing. 23.3. Each order delivered must have a packing slip enclosed. The packing slip must clearly show the items ordered, unit of measure, contract pricing, items enclosed and identify any items on backorder. 23.4. All Participating Public Agencies will require deliveries to specific locations to be designated by the Participating Public Agencies. Company must agree to provide the same delivery terms and conditions to all Participating Public Agencies that utilize this contract through CCPA. 24. ACCEPTANCE OF PRODUCTS/SERVICES. The Products delivered under this Invitation to Bid

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 65 Section 7 Sample Contract shall remain the property of the successful Bidder until the City physically inspects, actually uses and accepts the Products. In the event Products provided to the City do not comply with the Contract, the City shall be entitled to terminate the Contract upon written notice to the successful Bidder and return such Products (and any related goods) to the Bidder at the Bidder’s expense. In the event the Services provided under this Invitation to Bid do not comply with the Contract, the City reserves the right to cancel the Service and rescind any related purchase of Products upon written notice to the successful Bidder. The remedies stated in this Section are in addition to and without limitation of any other remedies that the City may have under the Contract, at law or in equity. 25. PERMITTING RESPONSIBILITIES. All permits and inspections are the sole responsibility of the Company. 26. RIGHT TO COVER. If the Company fails to comply with any term or condition of the Contract, and it fails to cure such default within thirty (30) days after receiving written notice from the Lead Public Agency of such failure, the Lead Public Agency or applicable Participating Public Agency may take any of the following actions with or without terminating the Contract, and in addition to and without limiting any other remedies it may have: 26.1 In accordance with the terms and conditions of the Contract, subject to the 30-day right to cure, obtain the applicable Products and/or Services (or reasonable substitutes) from a third party; and 26.2 Recover from the Company the difference between what the Lead Public Agency or applicable Participating Public Agency paid for such Products and/or Services on the open market and the price of such Products and/or Services under the Contract. 27. RIGHT TO WITHHOLD PAYMENT. If the Company is in breach of the Contract, the Lead Public Agency or applicable Participating Public Agency shall have the right to withhold any payments relating to the Products or Services for which the Company is in breach if the Lead Public Agency or Participating Public Agency provides prompt notice of the breach and Company fails to cure within thirty (30) days of receipt of such notice. 28. NO LIENS. All Products shall be delivered and shall remain free and clear of all liens and encumbrances. 29. OTHER REMEDIES. Upon breach of the Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 30. FORCE MAJEURE. Neither party shall be liable for any failure or delay in the performance of its obligations pursuant to the Contract, and such failure or delay shall not be deemed a default of the Contract or grounds for termination hereunder if all of the following conditions are satisfied: 30.1. If such failure or delay: 30.1.1. could not have been prevented by reasonable precaution; 30.1.2. cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means; and 30.1.3. if, and to the extent, such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions or court order. 30.2. An event that satisfies all of the conditions set forth above shall be referred to as a “Force Majeure Event.” Upon the occurrence of a Force Majeure Event, the affected party shall be excused from any further performance of those of its obligations which are affected by the Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the affected party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 66 Section 7 Sample Contract 30.3. Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the other by telephone (to be confirmed by written notice within five (5) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than fifteen (15) days, the Lead Public Agency shall have the right to terminate the Contract by written notice to the Company. 30.4. Notwithstanding anything contained herein to the contrary, strikes, slow-downs, walkouts, lockouts, and industrial disputes of the Company or its subcontractors shall not constitute “Force Majeure Events” and are not excused under this provision. Nothing in the preceding Force Majeure provisions shall relieve the Company of any obligation it may have regarding disaster recovery, whether under the Contract or at law. 31. COMMERCIAL NON-DISCRIMINATION. The Lead Public Agency has adopted a Commercial Non-Discrimination Ordinance that is set forth in Section 2, Article V of the Charlotte City Code, and is available for review on the Lead Public Agency’s website (the “Non-Discrimination Policy”). As a condition of entering into this Contract the Company agrees to comply with the Non-Discrimination Policy, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age, or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors, suppliers, or commercial customers in connection with a Lead Public Agency contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on Lead Public Agency contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. As a condition of entering into the Contract, the Company agrees to: (a) promptly provide to the Lead Public Agency all information and documentation that may be requested by the Lead Public Agency from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (b) if requested, provide to the Lead Public Agency within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Company has used on Lead Public Agency contracts in the past five years, including the total dollar amount paid by Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the Lead Public Agency pursuant to the Lead Public Agency’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the Lead Public Agency, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the Lead Public Agency from time to time on the Lead Public Agency’s request, payment affidavits detailing the amounts paid by Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the Lead Public Agency from time to time. The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in Lead Public Agency contracts and other sanctions. 32. CONTRACT MONITORING. The Lead Public Agency shall have the right to audit the Company’s compliance with the terms and conditions of the Contract at such times as the Lead Public Agency deems appropriate, but not upon less than thirty (30) days written notice. Unless the Lead Public Agency elects to terminate the Contract, the Company shall develop a written action plan to correct any Contract deficiency identified during these compliance audits, and shall submit such plan to the Lead Public Agency within thirty (30) days of notification of non-compliance. Company will not be required to disclose its confidential and proprietary information, including but not limited to cost or pricing data,

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 67 Section 7 Sample Contract except as necessary to determine that the amounts invoiced by the Company are consistent with this Contract. 33. REPORTING. The Company shall provide such written reports of purchasing and expenditures as may be requested by the Lead Public Agency from time to time, including without limitation any reports described in the Specifications and Requirements. 34. AUDIT. During the term of the Contract and for a period of three (3) years after termination or expiration of this Contract for any reason, the Lead Public Agency shall have the right to audit, either itself or through a third party, all books and records (including but not limited to the technical records) and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of the Contract or the Lead Public Agency’s payment obligations. The Lead Public Agency shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the Lead Public Agency in excess of $15,000 but for the audit, then the Company shall be required to reimburse the Lead Public Agency for the cost of the audit. The Company will not be required to disclose its confidential or proprietary cost and pricing data which is not disclosed to customers, except as necessary to confirm that invoicing was in compliance with this Contract. 35. TAXES. The Company shall pay all applicable federal, state and local taxes which may be chargeable against the delivery of the Products or the performance of the Services. 36. BACKGROUND CHECKS. The Company will comply with the Company Background Check Policy set forth in Exhibit F with respect to all personnel who will be working on-site at any Lead Public Agency or Participating Public Agency facility or who will have access to Confidential Information (as defined in the Confidentiality Agreement). The Company will require each of its subcontractors to comply with the Subcontractor Background Check Policy set forth in Exhibit G with respect to all personnel who will be working on-site at any Lead Public Agency or Participating Public Agency facility or who will have access to Confidential Information (as defined in the Confidentiality Agreement). 37. CUSTOMER SERVICE REPRESENTATIVE. The Company must dedicate a Full-Time “Account Executive” for servicing this Contract. The account executive must be available by cell phone. The cell phone must be operational at all times. All communicational contact, either via phone, email, etc. must be addressed with a response within two (2) business days. The account executive must be available to attend meetings regarding Products and Services issues upon request. The account executive will be responsible for providing immediate response and quick resolution of all the service issues and complaints of Lead Public Agency and Participating Public Agency personnel. The account executive must have an in-depth knowledge of all items provided in this bid and have immediate access to manufacturers providing the Products. He or she must have the ability and authority to make decisions on behalf of their employer enabling them to provide both normal and emergency service as necessary. 38. COMPANY PERSONNEL REPLACEMENT. The Company shall consult with the Lead Public Agency regarding the replacement of any personnel of the Company or the Company’s subcontractors who are assigned to provide Services to the Lead Public Agency. 39. NO LIMITATIONS ON DISCLOSURE. Company agrees that the Lead Public Agency shall be able to disclose and distribute to any persons or entities, without restriction, all samples and other Products provided under in the procurement process or under the Contract. 40. INSURANCE. Throughout the term of this Contract, the Company shall comply with the insurance requirements described in this Section. In the event the Company fails to procure and maintain each type of insurance required by this Section, or in the event the Company fails to provide the Lead Public Agency with the required certificates of insurance, the Lead Public Agency shall be entitled to terminate this Contract immediately upon written notice to the Company. The Company agrees to purchase and maintain the following insurance coverage during the life of this

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 68 Section 7 Sample Contract Contract with an insurance company reasonably acceptable to the City of Charlotte, authorized to do business in the State of North Carolina: A) Automobile Liability: Bodily injury and property damage liability covering all owned, non- owned, and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident; and, $1,000,000 property damage, or $1,000,000 combined single limit each occurrence/aggregate. B) Commercial General Liability: Bodily injury and property damage liability as shall protect the Company performing work under the Contract from claims of bodily injury or property damage which arise from performance of the Contract. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, services, completed operations, personal injury liability and contractual liability assumed under the indemnity provision of the Contract. C) Workers’ Compensation: Meeting the statutory requirements of the State of North Carolina and Employers Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit, providing coverage for employees and owners. The Lead Public Agency shall be included as additional insured under the commercial general liability insurance for operations or services rendered under this Contract. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the Lead Public Agency for loss or damages arising from the Consultant’s operations under this Contract. The Company shall not commence any work in connection with the Contract until it has obtained all of the types of insurance set forth in this Form, and such insurance has been reasonably approved by the Lead Public Agency. The Company shall be required to obtain the Lead Public Agency’s prior written approval as to the types and levels of insurance required of each subcontractor working under this Contract, and shall not allow a subcontractor to commence work under this Contract until such prior written approval has been obtained and such insurance procured, provided that the Lead Public Agency shall not unreasonably withhold approval. All insurance policies shall be with insurers qualified and doing business in North Carolina recognized by the Secretary of State and the Insurance Commissioner’s Office. The Company shall furnish the Lead Public Agency with proof of insurance coverage by certificates of insurance within ten (10) days of Contract execution and shall include the Lead Public Agency as an additional named insured under the commercial general liability. All insurance certificates must include the Lead Public Agency’s contract number in the description field. The Lead Public Agency shall be exempt from, and in no way liable for any sums of money that may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance. The insurance required by this Section shall also cover any Participating Public Agencies that place orders under this Contract through the CCPA. Each Participating Public Agency shall be responsible for obtaining its own certificates of insurance to confirm such coverage. 41. CONFIDENTIALITY. The parties shall comply with the Confidentiality Agreement, which is attached to this Contract as Exhibit E and incorporated herein by reference. The Company will treat as confidential information all data provided by the Lead Public Agency in connection with this Contract. Lead Public Agency data processed by the Company shall remain the exclusive property of the Lead Public Agency. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the Lead Public Agency in any manner except that contemplated by this Contract.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 69 Section 7 Sample Contract 42. CHARLOTTE COOPERATIVE PURCHASING ALLIANCE. The Company acknowledges and agrees that this Contract was entered into following a procurement process through the Charlotte Cooperative Purchasing Alliance (“CCPA”), and that the terms under which other agencies participate in the CCPA are referenced in this Section. Except as specifically set forth herein, the terms and conditions of the Company’s Contract with the Lead Public Agency may be extended to other public entities that are, or at any time in the future become members of CCPA (“Participating Public Agencies”). Except as for the “Negotiable Provisions” as defined herein, and subject to the Lead Public Agency and the Company entering into an administrative agreement that includes a fee payable to the Lead Public Agency, Participating Public Agencies will have the right to enter into contracts with the Company at the same prices, discounts and other terms as are in the Company’s Contract with the Lead Public Agency. Participating Public Agencies may do so by executing a purchase order or other document that incorporates this Contract by reference, and identifies any additional terms and any Negotiable Provisions that do not apply. If a Participating Public Agency decides to participate in this Contract, the Company must deal directly with that agency concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. The Lead Public Agency acts only as the entity conducting the initial procurement, and will not be responsible for any obligations of any Participating Public Agency or of the Company in connection with matters.

The Company may notify other public entities of the availability of the Contract(s) for use under the CCPA. Other public entities desiring to procure Products and Services under the terms set forth in the City’s Contract will need to make their own legal determinations as to whether the use of this Contract is consistent with their laws, regulations, and other policies. Each Participating Public Agency has the option of executing a separate contract with Company to incorporate the terms and conditions set forth in this Contract. Participating Public Agencies may add terms and conditions to their proposed contract(s) with the Company to the extent allowed or required by statute, ordinances, regulations or policy. If such proposed additional terms are not acceptable to the Company, the Company may refuse to enter into a contract with such public entity. The Lead Public Agency shall not be held liable for any costs or damages incurred by any other Participating Public Agency or the Company as a result of any order, contract or other arrangement entered into between that public entity and the Company. 43. TERMINATION. 43.1. WITHOUT CAUSE. The Lead Public Agency may terminate this Contract at any time without cause by giving sixty (60) days written notice to the Company. The Company may terminate this Contract at any time without cause by giving one hundred and eighty (180) days written notice to the Lead Public Agency. The Lead Public Agency will pay for any Products delivered to the City of Charlotte and Services rendered to the City of Charlotte in accordance with this Contract, up to the date of Termination, subject to the Lead Public Agency’s right to return Products and Services as provided in this Contract. 43.2. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: 43.2.1. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 70 Section 7 Sample Contract 43.2.2. The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or 43.2.3. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default pursuant to this Section shall identify and state the party’s intent to terminate this Contract if the default is not cured within the specified period. 43.3. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE LEAD PUBLIC AGENCY. By giving written notice to the Company, the Lead Public Agency may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): 43.3.1. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, Company’s Bid, or any covenant, agreement, obligation, term or condition contained in this Contract; or

43.3.2. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance coverage as required by this Contract, or failure to provide the proof of insurance as required by this Contract.

43.4. NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of the Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the Lead Public Agency, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 43.5. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly (a) return to the Lead Public Agency all computer programs, files, documentation, data, media, related material and any other recording devices, information, or compact discs that are owned by the Lead Public Agency; (b) provide the Lead Public Agency with sufficient data necessary to migrate to a new vendor, or allow the Lead Public Agency or a new vendor access to the systems, software, infrastructure, or processes of the Company that are necessary to migrate to a new vendor; and (c) refund to the Lead Public Agency all pre-paid sums for Products or Services that have been cancelled and will not be delivered. 43.6. NO SUSPENSION. In the event that the Lead Public Agency or a Participating Public Agency disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the delivery of Products or Services or any warranties or repossess, disable or render unusable any Software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. 43.7. AUTHORITY TO TERMINATE. The Charlotte City Manager or their designee is authorized to terminate this Contract on behalf of the Lead Public Agency. 44. NON-APPROPRIATION OF FUNDS. If the governing body of the Lead Public Agency or a Participating Public Agency does not appropriate the funding needed by the Lead Public Agency or a

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 71 Section 7 Sample Contract Participating Public Agency to make payments under this Contract for a given fiscal year, the affected agency will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated, except such agency shall pay for all Products delivered or Services rendered up to the notice of termination for non-appropriation of funds, subject to the right to return Products under this Contract. In such event, the agency will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the agency, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract. 45. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the Lead Public Agency and each affected Participating Public Agency to assist with the orderly transfer of the Products, Services, functions and operations provided by the Company hereunder to another provider or to the Lead Public Agency or Participating Public Agency as determined by the agency in its sole discretion. The transition services that the Company shall perform if requested by the Lead Public Agency or Participating Public Agency include but are not limited to: 45.1 Working with the agency to jointly develop a mutually agreed upon transition services plan to facilitate the termination of the Services; 45.2 Notifying all affected vendors and subcontractors of the Company of transition activities; 45.3 Performing the transition service plan activities; 45.4 Answering questions regarding the products and services on an as-needed basis; and 45.5 Providing such other reasonable services needed to effectuate an orderly transition to a new system. 46. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking; (iii) make either party an agent of the other for any purpose whatsoever, or (iv) give either party the authority to act for, bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein shall be deemed to eliminate any fiduciary duty on the part of the Company to the Lead Public Agency that may arise under law or under the terms of this Contract. 47. SUBCONTRACTING. The Company shall not subcontract any of its obligations under this Contract without the Lead Public Agency’s prior written consent. In the event the Lead Public Agency does consent in writing to a subcontracting arrangement, Company shall be the prime contractor and shall remain fully responsible for performance of all obligations which it is required to perform under this Contract. 48. WORK ON LEAD PUBLIC AGENCY’S PREMISES. The Company will ensure that its employees and agents shall, whenever on the Lead Public Agency’s premises, obey all instructions and directions issued by the Lead Public Agency’s project manager with respect to work on the Lead Public Agency’s premises. The Company agrees that its personnel and the personnel of its subcontractors will comply with all rules, regulations and security procedures of the Lead Public Agency when on the Lead Public Agency’s premises. 49. DRUG-FREE WORKPLACE. The Lead Public Agency is a drug-free workplace employer. The Company hereby certifies that it has or it will within thirty (30) days after execution of this Contract: 49.1 Notify employees that the unlawful manufacture, distribution, dispensation, possession, or use of controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition; 49.2 Establish a drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the Company’s policy of maintaining a drug-free workplace, (iii)

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 72 Section 7 Sample Contract any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for drug abuse violations; 49.3 Notify each employee that as a condition of employment, the employee will (i) abide by the terms of the prohibition outlines in (a) above, and (ii) notify the Company of any criminal drug statute conviction for a violation occurring in the workplace not later than five days after such conviction; 49.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling, rehabilitation or abuse program by an employee convicted of a drug crime; 49.5 Make a good faith effort to continue to maintain a drug-free workplace for employees; and 49.6 Require any party to which it subcontracts any portion of the work under the contract to comply with the provisions of this Section. A false certification or the failure to comply with the above drug-free workplace requirements during the performance of this Contract shall be ground for suspension, termination or debarment. 50. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to:

For The Company: For The City: RJ Ochoa Kay Elmore Two Way Radio of Carolina, Inc. City of Charlotte City Procurement 2016 West Morehead St. 600 East Fourth Street, 9th Floor Charlotte, NC 28208 Charlotte, NC 28202 Phone: 704-372-3444 Phone: 704-336-2524 Fax: 704-372-7059 Fax: 704-632-8252 E-Mail: [email protected] E-mail: [email protected]

With Copy To: With Copy To: Jonathan Sable Adam Jones Two Way Radio of Carolina, Inc. City of Charlotte City Attorney’s Office 2016 West Morehead St. 600 East Fourth Street, 15th Floor Charlotte, NC 28208 Charlotte, NC 28202 Phone: 704-372-3444 Phone: 704-336-3012 Fax: 704-372-7059 Fax: Email: [email protected] E-mail: [email protected] All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 73 Section 7 Sample Contract 51. MISCELLANEOUS. 51.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments constitute the entire agreement between the parties with respect to the subject matter herein. There are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. 51.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by the party against whom enforcement is sought. Amendments that involve or increase in the amounts payable by the Lead Public Agency may require execution by a Department Director, the Charlotte City Manager, or an Assistant City Manager; depending on the amount. Some increases may also require approval by the Charlotte City Council. 51.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the interpretation and enforcement of this Contract, and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). All legal actions or other proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By execution of this Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably waive any and all objections which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina. 51.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign this Contract without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. Notwithstanding the foregoing, Company may assign this Contract to any of its affiliates or its right to receive payment without the prior consent of the Lead Public Agency, provided that the Company shall remain obligated for all performance obligations under this Contract and any costs or damages that may accrue. For purposes of this Section, a Change in Control, as defined in Section 51.7 constitutes an assignment. 51.5 SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract or the Exhibits shall not affect the validity of the remaining portion of this Contract or Exhibits so long as the material purposes of this Contract can be determined and effectuated. If any provision of this Contract or Exhibit is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 51.6 WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. 51.7 CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the Lead Public Agency shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the Lead Public Agency within ten days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 74 Section 7 Sample Contract 51.8 NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the Lead Public Agency in connection with this Contract. 51.9 SURVIVAL OF PROVISIONS. Those Sections of the Contract and the Exhibits, which by their nature would reasonably be expected to continue after the termination of the Contract shall survive the termination of the Contract, including but not limited to the following Sections of the Contract: Section 2 Definitions Section 4 Regulatory Requirements Section 12 Administrative Fee Section 13 General Warranties Section 14 Additional Representations and Warranties Section 16 Indemnification Section 24 Acceptance of Products/Services Section 27 Right to Withhold Payments Section 29 Other Remedies Section 31 Commercial Non-Discrimination Section 34 Audit Section 41 Confidentiality Section 42 Charlotte Cooperative Purchasing Alliance Section 43 Termination Section 45 Transition Services Upon Termination Section 50 Notices Section 51 Miscellaneous 51.10 NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the Lead Public Agency in any manner without the prior written consent of the Lead Public Agency. Notwithstanding the forgoing, the parties agree that the Company may list the Lead Public Agency as a reference in responses to requests for proposals, and may identify the Lead Public Agency as a customer in presentations to potential customers. 51.11 MANUFACTURER OR DEALER ADVERTISEMENT. No manufacturer or dealer shall advertise on Products delivered to the Lead Public Agency without prior approval by the Lead Public Agency. 51.12 NC E-VERIFY REQUIREMENT. The Company shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. 51.13 NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract. 51.14 PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 75 Section 7 Sample Contract anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.

[Signature Page Follows]

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 76 Section 7 Sample Contract

IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed as of the date first written above.

[INSERT COMPANY NAME]

BY: ______(signature)

PRINT NAME: ______

TITLE: ______

DATE: ______

CITY OF CHARLOTTE: INSURANCE AND RISK MANAGEMENT

BY: ______(signature)

PRINT NAME: ______

TITLE: ______

DATE: ______

CITY OF CHARLOTTE: CITY MANAGER’S OFFICE

BY: ______(signature)

PRINT NAME: ______

TITLE: ______

DATE: ______

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 77 Section 7 Sample Contract EXHIBIT A – PRICE SCHEDULE AND LIST OF PRODUCTS AND SERVICES This Exhibit A is incorporated into and made a part of the Contract for Radios and Communication Equipment (“Contract”) between the City of Charlotte (the “Lead Public Agency”) and [Company Name] (the “Company”). Unless otherwise defined herein, capitalized terms in this Exhibit shall have the same meanings as are assigned to such terms in the main body of this Contract. During the term of the Contract, the Lead Public Agency and Participating Public Agencies shall have the right to purchase and the Company shall sell to the Lead Public Agency the following Products and Services at the prices set forth below. All Products purchased pursuant to the Contract shall comply with the Specifications and Requirements, including those set forth in Exhibit C.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 78 Section 7 Sample Contract EXHIBIT B – LICENSE This Exhibit is incorporated into and made a part of the Master Contract for System Integration (“MCSI”) between the City of Charlotte (the “City”) and [INSERT COMPANY NAME] (the “Company”). Unless otherwise defined herein, capitalized terms in this Exhibit shall have the same meanings as are assigned to such terms in the main body of the MCSI. For purposes of this Exhibit only, the term “Software” shall not be deemed to include Customizations, given that the Customizations are owned by the City and require no license. 1. GRANT OF LICENSE. 1.1. GRANT OF LICENSE. Subject to the restrictions set forth in Section 1.2 below, the Company grants to City and the Affiliates a perpetual, nonexclusive, irrevocable, nontransferable, royalty-free license to: (a) Use the Software and the Documentation for all purposes set forth or referenced in the MCSI or the City’s RFP or the Company’s Proposal, including but not limited to: (a) the operation and use of the System, (b) internal training and testing, (c) development, (d) disaster recovery, backup, archive and restore testing and implementation purposes and (e) any other purpose related to the above; and (b) Allow direct and remote access to the Software and Documentation by an unlimited number of users and departments of: (a) the City; (b) any Affiliate, (c) any other entity to which the City provides services through use of the System; and (d) any other person or entity to which the City needs to allow access in order to provide services to any of the above through the System; (c) Modify, improve, enhance, update, integrate and make derivative works of the Software and the Documentation on its own or through a third party; and (d) Make as many copies of the Software and Documentation as it desires in support of its authorized use of the Software, provided that said copies shall include the Company's or the third party owner’s copyright and other proprietary notices (as the case may be). 1.2. RESTRICTIONS ON USE. The City shall not use, copy, disclose or distribute the Software except as permitted by this License. 1.3. THIRD PARTY ACCESS. The City may: (a) allow access to the Software and Documentation by third party contractors to modify, improve, enhance, update, integrate and make derivative works of the Software and the Documentation, and (b) make and provide a copy of the Software and Documentation to third parties to whom the City has outsourced disaster recovery functions, operations of human resources, or Year 2000 testing; provided that such third parties execute an agreement containing provisions substantially similar to those set forth in the Confidentiality Agreement. 1.4. SOURCE CODE. Company shall cause the Source Code for all Customizations (and Updates and Enhancements thereof) to be delivered to the City within ten days after delivery of the Customization. Company shall cause the Source Code for all Company Software (including Updates and Enhancements) to be delivered to the source code escrow agent identified in the Source Code Escrow Agreement. The City shall be given the Source Code under the conditions stated in the Source Code Escrow Agreement. 2. DELIVERY, TESTING AND ACCEPTANCE. 2.1. DELIVERY. The Company shall cause the Software to be delivered, configured and integrated at the times set forth in Exhibit C, the Project Schedule and the Project Plan. Any breach by the Company under the MCSI shall constitute a breach of this License.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 79 Section 7 Sample Contract 2.2. ACCEPTANCE. The Software shall not be deemed to have been accepted by the City until System Acceptance has occurred. 2.3. ENHANCEMENTS AND UPDATES. Company shall provide Enhancements and Updates to the City for so long as the Maintenance Services are in effect. Upon delivery to the City, such Enhancements and Updates of the Company Software and Third Party Software shall be deemed incorporated into and made part of the Company Software or the Third Party Software (as the case may be).

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 80 Section 7 Sample Contract EXHIBIT C – SPECIFICATIONS AND REQUIREMENTS These Requirements are incorporated into and made a part of the Master Agreement for System Integration (“MASI”) between the City of Charlotte (the “City”) and [INSERT COMPANY NAME] (the “Company”). Unless otherwise defined herein, capitalized terms in this Exhibit shall have the same meanings as are assigned to such terms in the main body of the MASI.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 81 Section 7 Sample Contract EXHIBIT D - MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Exhibit D is incorporated into and made a part of the Contract for Radio and Communication Equipment (“Contract”) between the City of Charlotte (the “City”) and [Company Name] (the “Company”). Some of the terms under which other agencies participate in the Charlotte Cooperative Purchasing Alliance appear in this Exhibit D. This Charlotte Cooperative Purchasing Alliance (“CCPA”) Master Intergovernmental Cooperative Purchasing Agreement (“CCPA Master Agreement”) will allow a Participating Public Agency to purchase commodities and/or services from any and all CCPA cooperative purchasing contracts, under the same terms, conditions and prices as stated in each contract competitively solicited and awarded by the City of Charlotte, North Carolina (“Contracting Agent”) on behalf of itself and all other public agencies. It is hereby agreed to by CCPA and the Participating Public Agency that: 1. CPPA has followed procurement procedures for Products and/or Services offered by each CCPA cooperative purchasing contract in accordance with CCPA’s governing procurement statutes and regulations. 2. The cooperative use of proposals obtained by a party to this CCPA Master Agreement shall be in accordance with the terms and conditions of the solicitation document, except as modification of those terms and conditions is otherwise allowed or required by applicable law. 3. It is the sole responsibility of each Participating Public Agency to follow its state procurement statutes as it pertains to cooperative purchasing, and the rules and regulations that govern each Participant’s procurement practices. 4. CCPA cooperative purchasing contracts are available to Participating Public Agencies “as is,” and CCPA is under no obligation to revise the terms, conditions, scope, price, and/or other conditions of the contract for the benefit of the Participating Public Agencies. 5. It is the sole responsibility of the Participating Public Agency to accept delivery of Products and/or Services, and the Participating Public Agency hereby agrees to make timely payments to each company for Products and/or Services received pursuant to a CCPA cooperative purchasing contract. Any dispute which may arise between the Participating Public Agency and the Company are to be resolved between the Participating Public Agency and a company that is a party to a CCPA contract. 6. The Contracting Agent shall not be held liable for any costs, damages, expenses, fees, or liabilities incurred by any other Participating Public Agency as a result of any contract or other arrangement entered into between that Participating Public Agency and the Company. 7. A procuring Participating Public Agency shall not use a CCPA cooperative purchasing contract as a method for obtaining additional concessions or reduced prices for similar products or services. 8. This CCPA Master Agreement incorporates all contracts, covenants and understandings between CCPA and the Participating Public Agency. No prior agreement or understanding, verbal or otherwise, by the parties or their agents, shall be valid or enforceable unless embodied in this CCPA Master Agreement. This CCPA Master Agreement shall not be altered, changed, or amended except by written revision or addendum executed by both parties. 9. This CCPA Master Agreement is non-exclusive and shall not in any way preclude Participating Public Agencies from entering into similar agreements and/or arrangements with other cooperative purchasing programs, or from acquiring similar goods and services from other sources. 10. This CCPA Master Agreement shall take effect after the Participating Public Agency submits the competed electronic CCPA registration and shall remain in effect until termination by a party giving 30 days written notice to the other party.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 82 Section 7 Sample Contract EXHIBIT E – CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is made and entered into as of this ____ day of ______, 201_ (the “Effective Date”), by and between the City of Charlotte, a North Carolina municipal corporation (the “City”), and [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION OR STATE “A COMPANY DOING BUSINESS IN NORTH CAROLINA”] corporation (the “Company”). WHEREAS, the City and Company are contemplating or have entered into certain business relationships and have exchanged and/or may need to exchange confidential information in connection with discussions of such relationships; and WHEREAS, the City and Company desire to stipulate and agree that any disclosure of confidential information in connection with such relationships has occurred or will occur under circumstances and conditions that will protect and preserve the confidentiality of the information. NOW, THEREFORE, in consideration of the pursuit of current discussions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows: 1. CONFIDENTIAL INFORMATION. "Confidential Information" means any information, in any medium (whether written, oral or electronic), obtained from the City or the Company or any of their respective suppliers, contractors or licensors which falls within any of the following general categories: 1.1. Trade secrets. For purposes of this Agreement, trade secrets consist of information of the City or the Company or any of their respective suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. 1.2. Information marked "Confidential" or “Proprietary.” 1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. 1.4. Any attorney / client privileged information disclosed by either party. 1.5. Information contained in the City's personnel files, as defined by N.C. Gen. Stat. 160A-168. This consists of all information gathered by the City about employees, except for that information which is a matter of public record under North Carolina law. 1.6. Personal identifying information about individuals that the City is prohibited from disclosing by law, including: (a) Social security or employer taxpayer identification numbers. (b) Drivers license (drivers license numbers are not included if the number appears on law enforcement records), State identification card, or passport numbers. (c) Checking account numbers. (d) Savings account numbers. (e) Credit card numbers. (f) Debit card numbers. (g) Personal Identification (PIN) Code as defined in G.S. 14-113.8(6). (h) Digital signatures. (i) Any other numbers or information that can be used to access a person's financial resources.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 83 Section 7 Sample Contract (j) Biometric data. (k) Fingerprints. (l) Passwords. 1.7. The security features of the City’s electronic data processing systems, information technology systems, telecommunications networks, and electronic security systems, including passwords, security standards, security logs, procedures, processes, configurations, software and codes. 1.8. Local tax records of the City that contain information about a taxpayer's income or receipts. 1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 1.10. Building plans of City-owned buildings or structures, as well as specific details of public security plans. 1.11. Billing information of customers compiled and maintained in connection with the City providing utility services. 1.12. Plans to prevent or respond to terrorist activity, including vulnerability and risk assessments, potential targets, specific tactics or specific security or emergency procedures, the disclosure of which would jeopardize the safety of government personnel or the general public or the security of any governmental facility, structure or information storage system(s). 1.13. Other information that is exempt from disclosure under the North Carolina public records laws. The information described in Sections 1.5 through 1.13 is a subcategory of Confidential Information called "Highly Restricted Information.” Highly Restricted Information is subject to all requirements applicable to Confidential Information, but is also subject to additional restrictions as set forth in this Agreement. The parties acknowledge that Confidential Information includes information disclosed prior to execution of this Agreement as well as information disclosed after execution. Notwithstanding the above, contracts between the Company and the City are not Confidential Information and will be considered public records, except for attached exhibits that: (a) meet the legal requirements for trade secrets; and (b) are clearly identified as such. 2. RESTRICTIONS AND REQUIREMENTS. Each party shall comply with the following restrictions and requirements regarding Confidential Information: 2.1. Neither party shall copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information, except as authorized by written agreement of the parties or by the written consent of the other party. 2.2. Neither party shall, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party, other than an agent, subcontractor or vendor of the City or the Company who: (a) has a need to know such Confidential Information for purposes contemplated by this Agreement, and (b) has executed a confidentiality agreement incorporating substantially the form of this Agreement. Notwithstanding the foregoing, Company shall not directly or indirectly, disclose, divulge, reveal, report or transfer Highly Restricted of the other to any third party without the City's prior written consent.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 84 Section 7 Sample Contract 2.3. Neither party shall use any Confidential Information of the other for its own benefit or for the benefit of a third party, except to the extent such use is authorized by this Agreement or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed. 2.4. Neither party shall remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. 2.5. Each party shall use reasonable efforts to prohibit its employees, vendors, agents and subcontractors from using or disclosing the Confidential Information in a manner not permitted by this Agreement. 2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the party upon which the demand is made shall notify the other party of the demand, and shall cooperate with and reasonably assist the other party in seeking a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. 2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information. 2.8. Each party shall restrict employee access to the Confidential Information of the other party to those employees having a need to know for purposes of carrying out the business relationships contemplated by this Agreement. 2.9. The Company shall comply with the City's Restricted Data Policy, a copy of which is posted on the City's website, and with any instructions or procedures issued by City key business units from time to time with respect to protecting specific types of Confidential Information. 2.10. Each party shall take reasonable measures to prevent the use or disclosure of Confidential Information by its employees in a manner not permitted by this Agreement. The Company shall have each of its employees who will have access to the Confidential Information sign a confidentiality agreement which provides the City and its vendors, licensors, subcontractors, employees and taxpayers the same level of protection as provided by this Agreement, including compliance with the City's Restricted Data Policy. 2.11. The Company shall further ensure that each person who obtains access to Confidential Information through the Company (including but not limited to Company's employees and subcontractors) has undergone training sufficient to understand his or her responsibilities with respect to this Agreement and the City's Restricted Data Policy. 3. EXCEPTIONS. The disclosing party to this Agreement agrees that the receiving party ("Recipient”) shall have no obligation with respect to any Confidential Information that the Recipient can establish: 3.1. Was already known to Recipient prior to being disclosed by the disclosing party; 3.2. Was or becomes publicly known through no wrongful act of Recipient; 3.3. Was rightfully obtained by Recipient from a third party without similar restriction and without breach hereof; 3.4. Was used or disclosed by Recipient with the prior written authorization of the other party; 3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, Recipient shall first give to the other party notice of such requirement or request;

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 85 Section 7 Sample Contract 3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Recipient shall take reasonable steps to obtain an agreement or protective order providing that this Agreement will be applicable to all disclosures under the court order or subpoena. 4. DATA. The Company will treat as Confidential Information all data provided by the City or processed for the City or for citizens under this Agreement (including metadata). Such data shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this Contract. 5. PUBLIC RECORDS. Notwithstanding anything contained herein to the contrary, the parties recognize and acknowledge that the City is a subdivision of the State of North Carolina and is, therefore, subject to the North Carolina Public Records Act (the "Act") at N.C. Gen. Stat. 132-1 et seq. The parties further acknowledge that any Confidential Information that is a public record under North Carolina law may be released and disclosed by the City pursuant to the Act, and that any such release or disclosure shall not in any way constitute a breach of this Agreement, nor shall the City be liable to the Company for such release or disclosure. In the event the City receives a request for disclosure of Confidential Information which the Company has specifically marked "Confidential" or "Proprietary" the City shall give the Company written notice of such request (the "Notice of Request for Disclosure"). In the event the Company has a reasonable basis for contending that the disclosure of such Confidential Information is not required by the Act, the Company shall within ten days after receipt of the Notice of Request for Disclosure notify the City in writing of its objection to disclosure and the basis therefor. The Company shall indemnify, defend and hold harmless the City from and against all losses, damages, liabilities, costs, obligations and expenses (including reasonable attorneys' fees) incurred by the City in connection with any refusal by the City to disclose Confidential Information after receiving an objection to disclosure from the Company. If the City receives no written objection from the Company within ten days after the Company's receipt of a Notice of Request for Disclosure, the City shall disclose the Confidential Information referenced in the Notice of Request for Disclosure. Notwithstanding the foregoing, the parties agree that the computer database information that the City is required to disclose under N.C. Gen. Stat. §132-6.1 shall not be deemed Confidential Information, and that the City shall be entitled to disclose such information without notice to the Company. 6. REMEDIES. Each party acknowledges that the unauthorized disclosure of the Confidential Information of the other will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if a party breaches its obligations hereunder, the other party shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 7. NOTICES. Any notice, consent or other communication required or contemplated by this Agreement shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below: For the Company: For the City of Charlotte: ______Kay Elmore ______Chief Procurement Officer ______City of Charlotte ______600 East Fourth Street, 9th Floor ______Charlotte, NC 28203 PHONE: ______PHONE: 704.336.2524 FAX: ______FAX: 704.632.8252

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 86 Section 7 Sample Contract E-MAIL: ______E-MAIL: [email protected]

Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice of breach or default which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Any notice of a breach or default under this Agreement shall also be sent to: For the Company: For the City of Charlotte: ______Adam Jones ______Office of the City Attorney ______600 East Fourth Street, 15th Floor ______Charlotte, NC 28203-2841 PHONE: ______PHONE: 704.336.3012 E-MAIL:______E-MAIL: [email protected] 8. MISCELLANEOUS. 8.1. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to protection and disclosure of the Confidential Information. There are no other representations, understandings of agreements between the parties with respect to such subject matter. On the subject matter of this Agreement, it .supersedes all prior agreements, negotiations, representations and proposals, written or oral. 8.2. AMENDMENT. No amendment or change to this Agreement shall be valid unless in writing and signed by both Parties to this Agreement. 8.3. GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the interpretation and enforcement of this Agreement, and all other matters relating to this Agreement (all without regard North Carolina conflicts of laws principles). Any and all legal actions or proceedings relating to this Agreement shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By execution of this Agreement, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts. 8.4. BINDING NATURE AND ASSIGNMENT. This Agreement shall bind the parties and their successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 8.5. SEVERABILITY. The invalidity of one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity of the remaining portion of the Agreement so long as the material purposes of the Agreement can be determined and effectuated. If any provision of this Agreement is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 8.6. WAIVER. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Agreement shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 87 Section 7 Sample Contract of this Agreement shall be effective unless in writing and signed by the party waiving the rights. 8.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. 8.8. TITLES OF SECTIONS. The section headings inserted herein are for convenience only and are not intended to be used as aids to interpretation and are not binding on the parties. Nothing in this Agreement shall be deemed to eliminate or lessen any obligation either party may have at law with respect to protecting the confidentiality of Confidential Information, except as the provisions of this Agreement expressly authorize the release of Confidential Information. IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have caused this Agreement to be executed on the date first written above.

[INSERT COMPANY NAME] CITY OF CHARLOTTE:

BY: ______BY: ______

PRINT NAME: ______PRINT NAME: ______

TITLE: ______TITLE: ______

DATE: ______DATE: ______

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 88 Section 7 Sample Contract EXHIBIT F – COMPANY BACKGROUND CHECK POLICY

This Exhibit F is incorporated by reference into the Contract for Radios and Communication Equipment (the “Contract”) between the City of Charlotte (on behalf of itself and other Participating Public Agencies) and [Company Name] (the “Company”).

The Company will conduct such background checks respect to all personnel who will be working on-site at any Lead Public Agency or Participating Public Agency facility, or who will have access to Confidential Information. The Company will conduct such background checks prior to the personnel commencing work under this Contract, whether as part of the Company’s standard pre-employment screening practices or otherwise. The Company will complete a background check on an annual basis for each person working at the Lead Public Agency’s or a Participating Public Agency’s facility. Background checks will include at a minimum:

a. Criminal records search, b. Identification verification; and c. Proof of authorization to work in the United States.

The Company agrees that if any personnel do not meet the background qualifications, he/she shall not be assigned to perform services under this Contract. The subcontractor will notify the Lead Public Agency or applicable Participating Public Agency immediately if a background check reveals any conviction(s). If there is any question as to whether any personnel meets the background qualifications, prior to assignment of any Services under this Contract, the subcontractor shall contact the Lead Public Agency or applicable Participating Public Agency immediately.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 89 Section 7 Sample Contract EXHIBIT G – SUBCONTRACTOR BACKGROUND CHECK POLICY

This Exhibit G is incorporated by reference into the Contract for Radios and Communication Equipment (the “Contract”) between the City of Charlotte (on behalf of itself and other Participating Public Agencies) and [Company Name] (the “Company”).

The Company will require all subcontractors, including without limitation, [Subcontractor Name], to comply with the Background Check Policy set forth in this Exhibit with respect to all personnel who will be working on-site at any Lead Public Agency or Participating Public Agency facility or who will have access to Confidential Information.

Each subcontractor will conduct such background checks prior to the personnel commencing work under this Contract, whether as part of the subcontractor’s standard pre-employment screening practices or otherwise. The subcontractor will complete a background check on an annual basis for each person working at the Lead Public Agency’s or a Participating Public Agency’s facility. Background checks will include at a minimum:

a. Criminal records search, b. Identification verification; and c. Proof of authorization to work in the United States.

The subcontractor agrees that if any personnel do not meet the background qualifications, he/she shall not be assigned to perform services under this Contract. The subcontractor will notify the Lead Public Agency or applicable Participating Public Agency immediately if a background check reveals any conviction(s). If there is any question as to whether any personnel meets the background qualifications, prior to assignment of any Services under this Contract, the subcontractor shall contact the Lead Public Agency or applicable Participating Public Agency immediately.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 90 Section 7 Sample Contract EXHIBIT H – FEDERAL CONTRACT TERMS AND CONDITIONS This Exhibit is attached and incorporated into the ______Radios and Communication Equipment contract(the “Contract") between the City of Charlotte and [COMPANY NAME] (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. 1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form XX – Vendor Debarment Certification is incorporated herein as Form [EXHIBIT LETTER].1 below. 2. Record Retention. The Company certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Clean Air Act and Federal Water Pollution Control Act. The Company agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 5. Energy Efficiency. The Company certifies that the Company will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Company certifies that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 91 Section 7 Sample Contract b. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. c. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. d. The Company’s completed Form XX –Byrd Anti-Lobbying Certification is incorporated herein as Form [EXHIBIT LETTER].2 below. 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and laborer on the basis of a standard work week of forty (40) hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of forty (40) hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence. 8. Right to Inventions. If the federal award is a “funding agreement” under 37 CFR 401.2 and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract. 11. Remedies. 11.1 RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits), the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the services exceed the amount due the Company, collect the amount due from the Company.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 92 Section 7 Sample Contract 11.2 RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 11.3 SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches the Contract. 11.4 SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 11.5 OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 12. Termination for Convenience and for Cause. 12.1 TERMINATION FOR CONVENIENCE. The City may terminate the Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The forgoing payment obligation is contingent upon the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered through the termination date and the percentage of completion of each task. 12.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate the Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in the Contract, provided that, unless otherwise stated in the Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel the Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties.

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 93 Section 7 Sample Contract Any notice of default shall identify this Section of the Contract and shall state the party’s intent to terminate the Contract if the default is not cured within the specified period. 13. Indemnification. 13.1 INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 13 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise).

RADIOS AND COMMUNICATION EQUIPMENT RFP# 269-2019-054 MARCH 19, 2019 94 WƌŝĐĞ'ƵŝĚĞ

ĨĨĞĐƚŝǀĞĂƚĞ͗ϭϮ͘ϮϬ͘ϭϴ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮĞĐĞŵďĞƌϮϬϭϴ

ZĂĚŝŽͲĂƐĞDŽĚĞů >ŝƐƚ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕ůĂĐŬ͕DŽĚĞůϮ sWϱϰϯϬ<&Ϯ Ψϭ͕ϱϱϱ͘ϬϬ ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕ůĂĐŬ͕DŽĚĞůϯ sWϱϰϯϬ<&ϯ Ψϭ͕ϲϬϱ͘ϬϬ ;ĨƵůůŬĞǇƉĂĚͿ sWϱϯϯϬ<&Ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿΨ ϭ͕ϱϱϱ͘ϬϬ sWϱϯϯϬ<&ϱ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿΨ ϭ͕ϱϱϱ͘ϬϬ sWϱϯϯϬ<&ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿΨ ϭ͕ϲϬϱ͘ϬϬ sWϱϯϯϬ<&ϲ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿΨ ϭ͕ϲϬϱ͘ϬϬ sWϱϮϯϬ<&Ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿΨ ϭ͕ϱϱϱ͘ϬϬ sWϱϮϯϬ<&ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿΨ ϭ͕ϲϬϱ͘ϬϬ DŽĚĞůKƉƚŝŽŶƐ >ŝƐƚ /ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;^ͿͲ^ϱďĂƚƚĞƌǇƌĞƋƵŝƌĞĚ Ψϵϵ͘ϬϬ ŶƚĞŶŶĂ >ŝƐƚ ŽǁͲƉƌŽĨŝůĞŚĞůŝĐĂůĂŶƚĞŶŶĂϭϯϲͲϭϱϬD,ǌΨ ϭϯ͘ϳϬ ŝƐƚ ϮD >ŝͲŝŽŶϮϲϬϬŵŚ;^ƚĂŶĚĂƌĚͿΨ ϭϯϴ͘ϬϬ ϯD >ŝͲŝŽŶϯϰϬϬŵŚ;,ŝŐŚĂƉĂĐŝƚǇͿΨ ϭϴϬ͘ϬϬ ^ϱ >ŝͲŝŽŶ/ŶƐƚƌŝŶƐŝĐĂůůǇ^ĂĨĞΨ ϮϬϬ͘ϬϬ ZĂƉŝĚƌĂƚĞƐŝŶŐůĞƵŶŝƚĐŚĂƌŐĞƌ;>ŽŶŐͲ>ŝĨĞŚĂƌŐĞDŽĚĞĐĂƉĂďůĞ <^ͲzϯϮ< ǁŝƚŚ<^ͲϭϮ^ŽĨƚǁĂƌĞͿ Ψϭϭϱ͘ϬϬ EŽƚĞ͗EŝD,ͬ>ŝͲŝŽŶďĂƚƚĞƌǇŽŶůǇ >ŝĐĞŶƐĞ<ĞǇĨŽƌ<^ͲϭϮ;ƵƚŚĞŶƚŝĐĂƚŝŽŶƌĞƋƵŝƌĞĚͿ <^ͲϭϮ< ĂƚƚĞƌǇZĞĂĚĞƌ^ŽĨƚǁĂƌĞĨŽƌϭDͬ>ϮDͬ>ϯDΘ<^ͲzϯϮ Ψϴϱ͘ϬϬ ;tŝŶĚŽǁƐΠsŝƐƚĂͬϳͬϴͬϴ͘ϭͿ <^ͲϯϮ ZĂƉŝĚƌĂƚĞƐŝŶŐůĞƵŶŝƚĐŚĂƌŐĞƌΨ ϳϬ͘ϬϬ <^ͲϯϮϲ< ZĂƉŝĚƌĂƚĞϲͲƵŶŝƚĐŚĂƌŐĞƌΨ ϲϯϬ͘ϬϬ ŝƐƚWƌŝĐĞ <,Ͳϭϭ ^ƉƌŝŶŐĂĐƚŝŽŶďĞůƚĐůŝƉ;Ϯ͘ϱΗͿΨ ϭϰ͘ϳϬ <,Ͳϴ^ >ĞĂƚŚĞƌƐǁŝǀĞůďĞůƚůŽŽƉǁŝƚŚƉŽƌƚĂďůĞͲZŝŶŐĂƚƚĂĐŚŵĞŶƚΨ Ϯϲ͘ϯϬ

<>,Ͳϲ^t >ĞĂƚŚĞƌƐǁŝǀĞůďĞůƚůŽŽƉͬĚĞƚĂĐŚĂďůĞƐǁŝǀĞůͲZŝŶŐďĂĐŬ ΨϮϮ͘ϬϬ &ŝƌĞŵĞŶΖƐ,ĞĂǀǇͲƵƚǇ>ĞĂƚŚĞƌ^ŚŽƵůĚĞƌ^ƚƌĂƉĨŽƌĂ,ĞĂǀǇͲƵƚǇ <>,Ͳϭϯϳ^d Ψϯϲ͘ϳϱ >ĞĂƚŚĞƌĂƐĞ <>,ͲϮϬϬ<ϯ ,ĞĂǀǇĚƵƚǇůĞĂƚŚĞƌĐĂƌƌǇŝŶŐĐĂƐĞ;ĨŽƌďŽƚŚ<ϮΘ<ϯŵŽĚĞůƐͿΨ ϰϰ͘Ϯϱ <>,ͲϮϬϭ<ϯ EǇůŽŶĐĂƌƌǇŝŶŐĐĂƐĞ;ĨŽƌďŽƚŚŬĞǇƉĂĚŵŽĚĞůƐͿΨ Ϯϲ͘ϯϬ ^ƉĞĐŝĂůŽůŽƌ,ŽƵƐŝŶŐ >ŝƐƚWƌŝĐĞ zĞůůŽǁ,ŽƵƐŝŶŐ<ŝƚ;^ƚĂŶĚĂƌĚ<ĞǇDŽĚĞůKŶůǇͿ KƌĚĞƌ>ͲϱϬϮϰĨŽƌ&ĂĐƚŽƌǇ/ŶƐƚĂůů͘;ůŝŐŝďůĞĨŽƌǁĂƌƌĂŶƚǇŽĨ ͲϱϬϮϱĨŽƌ&ĂĐƚŽƌǇ/ŶƐƚĂůů͘;ůŝŐŝďůĞĨŽƌǁĂƌƌĂŶƚǇŽĨ Ϯ ΨϮϬϬ ϴϯϱsWϱϬϬϬz, z>>Kt,Kh^/E'͕sWϱϬϬϬ͕DK>Ϯ ΨϮϬϬ DŝĐƌŽƉŚŽŶĞƐΘƵĚŝŽĐĐĞƐƐŽƌŝĞƐ >ŝƐƚWƌŝĐĞ Ͳ^W͕/Wϲϳ;/ŵŵĞƌƐŝŽŶͿ^ƉĞĂŬĞƌDŝĐΨ ϭϯϬ͘ϬϬ D/>Ͳ^W͕^ƉĞĂŬĞƌDŝĐ͘ǁŝƚŚŶƚĞŶŶĂŽŶŶĞĐƚŽƌ ϮͲǁŝƌĞƉĂůŵŵŝĐǁͬĞĂƌƉŚŽŶĞ͕ƵŶŝǀĞƌƐĂůĐŽŶŶĞĐƚŽƌ;ůĂĐŬͿ Ψϭϱϲ͘ϱϬ

<,^ͲϭϮ> ϯͲǁŝƌĞŵŝŶŝůĂƉĞůŵŝĐǁͬĞĂƌƉŚŽŶĞ͕ƵŶŝǀĞƌƐĂůĐŽŶŶĞĐƚŽƌ;ůĂĐŬͿΨ ϭϴϰ͘ϬϬ <,^Ͳϭϰ >ƚ͘tƚ͘^ŝŶŐůĞŵƵĨĨŚĞĂĚƐĞƚǁͬďŽŽŵŵŝĐΘ/ŶͲůŝŶĞWddΨ ϭϮϲ͘ϬϬ WƌŽƚŽĐŽů >ŝƐƚ ŶĂůŽŐ&D ΨϬ͘ϬϬ WϮϱ/DнϮ ΨϬ͘ϬϬ ^ǇƐƚĞŵKƉƚŝŽŶƐ >ŝƐƚ ϭ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂů ΨϬ͘ϬϬ Ϯ WϮϱŽŶǀĞŶƚŝŽŶĂů ΨϬ͘ϬϬ ϯ WϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐ ΨϬ͘ϬϬ ϰ WϮϱWŚĂƐĞϮdD ΨϰϬϬ͘ϬϬ ϱ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ KƉƚŝŽŶĂů&ĞĂƚƵƌĞƐ >ŝƐƚ ŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ ϭϬϮϰŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ;ƐƚĂŶĚĂƌĚͿ ΨϬ͘ϬϬ ŶĐƌǇƉƚŝŽŶ;ƌĞƋƵŝƌĞƐWƌŽƚŽĐŽůKƉƚŝŽŶϮͲŝŐŝƚĂůͬWƌŽũĞĐƚϮϱ/DнϮͿ ^ͲK&;ŵƵůƚŝͲŬĞǇͿΨ ϭϵϱ͘ϬϬ ^&/W^ϭϰϬͲϮ;^ͲK&ŝŶĐůƵĚĞĚͿ;ŵƵůƚŝŬĞǇͿΨ ϳϱϬ͘ϬϬ Zϰ;WĐŽŵƉĂƚŝďůĞͿ ΨϬ͘ϬϬ WƌŽŐƌĂŵŵŝŶŐΘĂƚĂ dƌƵĞsŽŝĐĞΡEŽŝƐĞĂŶĐĞůůĂƚŝŽŶ ΨϬ͘ϬϬ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ WϮϱŽŶǀĞŶƚŝŽŶĂůsŽƚŝŶŐ^ĐĂŶ ΨϬ͘ϬϬ WϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WϮϱĂƚĂdƌƵŶŬŝŶŐ;ŽŶǀĞŶƚŝŽŶĂůŝŶĐůƵĚĞĚͿΨ ϮϬϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdZ;KǀĞƌͲdŚĞͲŝƌͲZĞŬĞǇŝŶŐͿΨ ϳϱϬ͘ϬϬ WϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶ;DƵƐƚĂůƐŽŚĂǀĞ^&/W^ϭϰϬͲϮͿ ΨϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ &/Z^ĂĨĞΡ&ŝƌƐƚZĞƐƉŽŶĚĞƌΨ ϮϱϬ͘ϬϬ &/Z^ĂĨĞΡŽŵŵĂŶĚ;ŝŶĐůƵĚĞƐ&ŝƌƐƚZĞƐƉŽŶĚĞƌͿΨ ϯϱϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ <ĞǇƉĂĚWƌŽŐƌĂŵŵŝŶŐ;h͘^͘&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚKŶůǇͿΨ ϯϬϬ͘ϬϬ sZ^Ψ ϭϬϬ͘ϬϬ ůƵĞƚŽŽƚŚΨ ϭϬϬ͘ϬϬ DĂŶŽǁŶΨ ϭϬϬ͘ϬϬ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮĞĐĞŵďĞƌϮϬϭϴ

ZĂĚŝŽͲĂƐĞDŽĚĞů >ŝƐƚ sWϲϮϯϬ<&Ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϮϲϬ sWϲϯϯϬ<&Ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϮϲϬ sWϲϯϯϬ<&ϱ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϮϲϬ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕ůĂĐŬ͕DŽĚĞůϮ sWϲϰϯϬ<&Ϯ ΨϮ͕ϮϲϬ ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ sWϲϮϯϬ<&ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϱϭϬ sWϲϯϯϬ<&ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϱϭϬ sWϲϯϯϬ<&ϲ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕ůĂĐŬ ΨϮ͕ϱϭϬ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕ůĂĐŬ͕DŽĚĞůϯ sWϲϰϯϬ<&ϯ ΨϮ͕ϱϭϬ ;ĨƵůůŬĞǇƉĂĚͿ sWϲϮϯϬ'Z&Ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϰϲϬ sWϲϯϯϬ'Z&Ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϰϲϬ sWϲϯϯϬ'Z&ϱ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϮ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϰϲϬ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕'ƌĞĞŶ͕DŽĚĞůϮ sWϲϰϯϬ'Z&Ϯ ΨϮ͕ϰϲϬ ;ƐƚĂŶĚĂƌĚŬĞǇƉĂĚͿ sWϲϮϯϬ'Z&ϯ s,&͕ϭϯϲͲϭϳϰD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϳϭϬ sWϲϯϯϬ'Z&ϯ h,&͕ϰϱϬͲϱϮϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϳϭϬ sWϲϯϯϬ'Z&ϲ h,&͕ϯϴϬͲϰϳϬD,ǌ͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ͕'ƌĞĞŶ ΨϮ͕ϳϭϬ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌĂŶĚϴϬϲͲϴϳϬD,ǌ͕'ƌĞĞŶ͕DŽĚĞůϯ sWϲϰϯϬ'Z&ϯ ΨϮ͕ϳϭϬ ;ĨƵůůŬĞǇƉĂĚͿ DŽĚĞůKƉƚŝŽŶƐ >ŝƐƚ /ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;^ͿͲ^ϱďĂƚƚĞƌǇƌĞƋƵŝƌĞĚ Ψϵϵ͘ϬϬ ŶƚĞŶŶĂ >ŝƐƚ ŽǁͲƉƌŽĨŝůĞŚĞůŝĐĂůĂŶƚĞŶŶĂϭϯϲͲϭϱϬD,ǌΨ ϭϯ͘ϳϬ ŝƐƚ ϮD >ŝͲŝŽŶϮϲϬϬŵŚ;^ƚĂŶĚĂƌĚͿΨ ϭϯϴ͘ϬϬ ϯD >ŝͲŝŽŶϯϰϬϬŵŚ;,ŝŐŚĂƉĂĐŝƚǇͿΨ ϭϴϬ͘ϬϬ ^ϱ >ŝͲŝŽŶ/ŶƐƚƌŝŶƐŝĐĂůůǇ^ĂĨĞΨ ϮϬϬ͘ϬϬ ZĂƉŝĚƌĂƚĞƐŝŶŐůĞƵŶŝƚĐŚĂƌŐĞƌ;>ŽŶŐͲ>ŝĨĞŚĂƌŐĞDŽĚĞĐĂƉĂďůĞ <^ͲzϯϮ< ǁŝƚŚ<^ͲϭϮ^ŽĨƚǁĂƌĞͿ Ψϭϭϱ͘ϬϬ EŽƚĞ͗EŝD,ͬ>ŝͲŝŽŶďĂƚƚĞƌǇŽŶůǇ <^ͲϯϮ ZĂƉŝĚƌĂƚĞƐŝŶŐůĞƵŶŝƚĐŚĂƌŐĞƌΨ ϳϬ͘ϬϬ <^ͲϯϮϲ< ZĂƉŝĚƌĂƚĞϲͲƵŶŝƚĐŚĂƌŐĞƌΨ ϲϯϬ͘ϬϬ ŝƐƚWƌŝĐĞ <,Ͳϭϭ ^ƉƌŝŶŐĂĐƚŝŽŶďĞůƚĐůŝƉ;Ϯ͘ϱΗͿΨ ϭϰ͘ϳϬ DŝĐƌŽƉŚŽŶĞƐΘƵĚŝŽĐĐĞƐƐŽƌŝĞƐ >ŝƐƚWƌŝĐĞ Ͳ^W͕/Wϲϳ;/ŵŵĞƌƐŝŽŶͿ^ƉĞĂŬĞƌDŝĐΨ ϭϯϬ͘ϬϬ D/>Ͳ^W͕^ƉĞĂŬĞƌDŝĐ͘ǁŝƚŚŶƚĞŶŶĂŽŶŶĞĐƚŽƌ ϮͲǁŝƌĞƉĂůŵŵŝĐǁͬĞĂƌƉŚŽŶĞ͕ƵŶŝǀĞƌƐĂůĐŽŶŶĞĐƚŽƌ;ůĂĐŬͿ Ψϭϱϲ͘ϱϬ

<,^ͲϭϮ> ϯͲǁŝƌĞŵŝŶŝůĂƉĞůŵŝĐǁͬĞĂƌƉŚŽŶĞ͕ƵŶŝǀĞƌƐĂůĐŽŶŶĞĐƚŽƌ;ůĂĐŬͿΨ ϭϴϰ͘ϬϬ <,^Ͳϭϰ >ƚ͘tƚ͘^ŝŶŐůĞŵƵĨĨŚĞĂĚƐĞƚǁͬďŽŽŵŵŝĐΘ/ŶͲůŝŶĞWddΨ ϭϮϲ͘ϬϬ WƌŽƚŽĐŽů >ŝƐƚ ŶĂůŽŐ&D ΨϬ͘ϬϬ WϮϱ/DнϮ ΨϬ͘ϬϬ ^ǇƐƚĞŵKƉƚŝŽŶƐ >ŝƐƚ ϭ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂů ΨϬ͘ϬϬ Ϯ WϮϱŽŶǀĞŶƚŝŽŶĂů ΨϯϱϬ͘ϬϬ ϯ WϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐ;DƵƐƚĂůƐŽŚĂǀĞŽƉƚŝŽŶϮͿ ΨϭϮϱ͘ϬϬ ϰ WϮϱWŚĂƐĞϮdD;DƵƐƚĂůƐŽŚĂǀĞŽƉƚŝŽŶϯͿΨ ϰϬϬ͘ϬϬ ϱ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ KƉƚŝŽŶĂů&ĞĂƚƵƌĞƐ >ŝƐƚ ŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ ϭϬϮϰŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ;ƐƚĂŶĚĂƌĚͿ ΨϬ͘ϬϬ ϮϬϰϴŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ;ƐƚĂŶĚĂƌĚͿ ΨϯϬϬ͘ϬϬ ϰϬϵϲŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ ΨϲϬϬ͘ϬϬ ŶĐƌǇƉƚŝŽŶ ^ͲK&;ŵƵůƚŝͲŬĞǇͿ ΨϬ͘ϬϬ ^&/W^ϭϰϬͲϮ;ŵƵůƚŝͲŬĞǇͿΨ ϰϳϱ͘ϬϬ Zϰ;WĐŽŵƉĂƚŝďůĞͿ ΨϬ͘ϬϬ WƌŽŐƌĂŵŵŝŶŐΘĂƚĂ dƌƵĞsŽŝĐĞΡEŽŝƐĞĂŶĐĞůůĂƚŝŽŶ ΨϬ͘ϬϬ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ WϮϱŽŶǀĞŶƚŝŽŶĂůsŽƚŝŶŐ^ĐĂŶ ΨϬ͘ϬϬ WϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WϮϱĂƚĂdƌƵŶŬŝŶŐ;ŽŶǀĞŶƚŝŽŶĂůŝŶĐůƵĚĞĚͿΨ ϮϬϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdZ;KǀĞƌͲdŚĞͲŝƌͲZĞŬĞǇŝŶŐͿΨ ϳϱϬ͘ϬϬ WϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶ ΨϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ &/Z^ĂĨĞΡ&ŝƌƐƚZĞƐƉŽŶĚĞƌΨ ϮϱϬ͘ϬϬ &/Z^ĂĨĞΡŽŵŵĂŶĚ;ŝŶĐůƵĚĞƐ&ŝƌƐƚZĞƐƉŽŶĚĞƌͿΨ ϯϱϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ <ĞǇƉĂĚWƌŽŐƌĂŵŵŝŶŐ;h͘^͘&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚKŶůǇͿΨ ϯϬϬ͘ϬϬ sZ^Ψ ϭϬϬ͘ϬϬ ůƵĞƚŽŽƚŚΨ ϭϬϬ͘ϬϬ DĂŶŽǁŶΨ ϭϬϬ͘ϬϬ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮĞĐĞŵďĞƌϮϬϭϴ

ZĂĚŝŽͲĂƐĞDŽĚĞů >ŝƐƚ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱt͕ĂŶĚϴϬϲͲϴϳϬD,ǌ͕ϯt͕ ϮϰϮϱϱϯyyy ΨϮ͕ϱϳϱ͘ϬϬ DŽĚĞůϭ;ŶŽŬĞǇƉĂĚͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱt͕ĂŶĚϴϬϲͲϴϳϬD,ǌ͕ϯt͕ ϮϰϮϱϵϯyyy ΨϮ͕ϳϳϱ͘ϬϬ DŽĚĞůϭ;ŶŽŬĞǇƉĂĚ͖,ĂǌĂƌĚŽƵƐ>ŽĐĂƚŝŽŶͲ&DͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱt͕ĂŶĚϴϬϲͲϴϳϬD,ǌ͕ϯt͕ ϮϰϮϱϱϯyyy ΨϮ͕ϳϳϱ͘ϬϬ DŽĚĞůϮ;ůŝŵŝƚĞĚŬĞǇƉĂĚͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱt͕ĂŶĚϴϬϲͲϴϳϬD,ǌ͕ϯt͕ ϮϰϮϱϵϯyyy ΨϮ͕ϵϳϱ͘ϬϬ DŽĚĞůϮ;ůŝŵŝƚĞĚŬĞǇƉĂĚ͖,ĂǌĂƌĚŽƵƐ>ŽĐĂƚŝŽŶͲ&DͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱtĂŶĚs,&ĂŶĚϴϬϲͲϴϳϬ ϮϰϮϱϱϯyyy ΨϮ͕ϵϳϱ͘ϬϬ D,ǌ͕ϯt͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚͿ ϳϬϬͬϴϬϬD,ǌ͕ϳϲϮͲϴϬϲD,ǌнs,&Ϯ͘ϱtĂŶĚs,&ĂŶĚϴϬϲͲϴϳϬ ϮϰϮϱ&ϵϯyyy Ψϯ͕ϭϳϱ͘ϬϬ D,ǌ͕ϯt͕DŽĚĞůϯ;ĨƵůůŬĞǇƉĂĚ͖,ĂǌĂƌĚŽƵƐ>ŽĐĂƚŝŽŶͲ&DͿ ŶƚĞŶŶĂ >ŝƐƚ DƵůƚŝďĂŶĚϳϬϬͬϴϬϬнs,&^ƚĂŶĚĂƌĚΨ Ͳ DƵůƚŝďĂŶĚϳϬϬͬϴϬϬнs,&&ůĞǆŝďůĞΨ Ͳ ĂƚƚĞƌǇ >ŝƐƚ EŽĂƚƚĞƌǇ;ĐƌĞĚŝƚͿΨ ;ϰϬ͘ϬϬͿ sŝŬŝŶŐ>ŝͲŝŽŶĂƚƚĞƌǇΨ Ͳ ,ŽƵƐŝŶŐ >ŝƐƚ ůĂĐŬ,ŽƵƐŝŶŐΨ Ͳ ,ŝŐŚsŝƐŝďŝůŝƚǇ,ŽƵƐŝŶŐΨ ϮϬϬ͘ϬϬ WƌŽƚŽĐŽů >ŝƐƚ ϭ ŶĂůŽŐ&D;ŝŶĐůƵĚĞĚŝŶďĂƐĞƌĂĚŝŽͿΨ Ͳ ŝŐŝƚĂůͬWƌŽũĞĐƚϮϱ/DнϮǁŝƚŚ&ƌĞĞ^ŝŶŐůĞͲ<ĞǇ^ͲK& Ϯ ΨϮϬϬ͘ϬϬ ;ŝŶĐůƵĚĞƐƉƌŽƚŽĐŽůŽƉƚŝŽŶϭͿ ^ǇƐƚĞŵKƉƚŝŽŶ >ŝƐƚ ϭ ŽŶǀĞŶƚŝŽŶĂů^ǇƐƚĞŵΨ ϯϱϬ͘ϬϬ Ϯ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ dŚĞĨŽůůŽǁŝŶŐƐĞůĞĐƚŝŽŶƐƌĞƋƵŝƌĞWƌŽƚŽĐŽůKƉƚŝŽŶϮ;ŝŐŝƚĂůͬWƌŽũĞĐƚϮϱ/DнϮͿ͗ ϯ WƌŽũĞĐƚϮϱŽŶǀĞŶƚŝŽŶĂů^ǇƐƚĞŵΨ ϯϱϬ͘ϬϬ ϰ WƌŽũĞĐƚϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐKŶůǇ;ŝŶĐůƵĚĞƐƐǇƐƚĞŵŽƉƚŝŽŶϰͿΨ ϰϳϱ͘ϬϬ ϱ WƌŽũĞĐƚϮϱWŚĂƐĞϮdD;ŝŶĐůƵĚĞƐƐǇƐƚĞŵŽƉƚŝŽŶϰΘϱͿΨ ϴϳϱ͘ϬϬ WƌŽũĞĐƚϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐĂŶĚsŝŬŝŶŐϭϲdƌƵŶŬŝŶŐ;ŝŶĐůƵĚĞƐ ϲ ΨϴϱϬ͘ϬϬ ƐǇƐƚĞŵŽƉƚŝŽŶƐϮΘϰͿ WƌŽũĞĐƚϮϱWŚĂƐĞϮdDĂŶĚsŝŬŝŶŐϭϲdƌƵŶŬŝŶŐ;ŝŶĐůƵĚĞƐƐǇƐƚĞŵ ϳ Ψϭ͕ϮϱϬ͘ϬϬ ŽƉƚŝŽŶƐϮ͕ϰΘϱͿ KƉƚŝŽŶĂů&ĞĂƚƵƌĞƐ >ŝƐƚ ŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ ϮϬϰϴŚĂŶŶĞůƐͬdĂůŬŐƌŽƵƉƐ;ƐƚĂŶĚĂƌĚͿΨ Ͳ ŶĐƌǇƉƚŝŽŶ;ƌĞƋƵŝƌĞƐWƌŽƚŽĐŽůKƉƚŝŽŶϮͲŝŐŝƚĂůͬWƌŽũĞĐƚϮϱ/DнϮͿ ^ŝŶŐůĞͲ<ĞǇ^ͲK&;ŝŶĐůƵĚĞĚǁŝƚŚWƌŽƚŽĐŽůKƉƚŝŽŶϮͿΨ Ͳ ^ŝŶŐůĞͲ<ĞǇ^Ψ ϭϱϬ͘ϬϬ ^ͲK&;ŵƵůƚŝͲŬĞǇͿΨ ϱϱϬ͘ϬϬ ^;ŵƵůƚŝͲŬĞǇͿΨ ϰϳϱ͘ϬϬ ^ͲK&н^;DƵůƚŝͲ<ĞǇͿ ΨϳϱϬ͘ϬϬ Zϰ;WĐŽŵƉĂƚŝďůĞͿΨ Ͳ WƌŽŐƌĂŵŵŝŶŐΘĂƚĂ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ &/Z^ĂĨĞΡ&ŝƌƐƚZĞƐƉŽŶĚĞƌΨ ϮϱϬ͘ϬϬ &/Z^ĂĨĞΡ&ŝƌƐƚŽŵŵĂŶĚ;ŝŶĐůƵĚĞƐ&/Z^ĂĨĞΡ&ŝƌƐƚZĞƐƉŽŶĚĞƌͿ ΨϯϱϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ dŚŝƌĚWĂƌƚǇ/ŶƚĞƌĨĂĐĞΨ ϭϱϬ͘ϬϬ <ĞǇƉĂĚWƌŽŐƌĂŵŵŝŶŐ;h͘^͘&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚKŶůǇͿΨ ϯϬϬ͘ϬϬ dŚĞĨŽůůŽǁŝŶŐƐĞůĞĐƚŝŽŶƐƌĞƋƵŝƌĞWƌŽƚŽĐŽůKƉƚŝŽŶϮ;ŝŐŝƚĂůͬWƌŽũĞĐƚϮϱ/DнϮͿ͗ WƌŽũĞĐƚϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WƌŽũĞĐƚϮϱKdZŽŶǀĞŶƚŝŽŶĂůΘdƌƵŶŬŝŶŐΨ ϳϱϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ dŚĞĨŽůůŽǁŝŶŐƐĞůĞĐƚŝŽŶƐƌĞƋƵŝƌĞĂ^ǇƐƚĞŵKƉƚŝŽŶϱͲϴ;ŽƉƚŝŽŶƐǁŝƚŚWŚĂƐĞϭŽƌWŚĂƐĞ ϮͿ͗ WƌŽũĞĐƚϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶΨ ϭϬϬ͘ϬϬ WƌŽũĞĐƚϮϱĂƚĂdƌƵŶŬŝŶŐ;ŝŶĐůƵĚĞƐWƌŽũĞĐƚϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůͿΨ ϮϬϬ͘ϬϬ sZ^Ψ ϭϬϬ͘ϬϬ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮĞĐĞŵďĞƌϮϬϭϴ

ZĂĚŝŽͲĂƐĞDŽĚĞů >ŝƐƚ sDϱϳϯϬ& sDϱϬϬϬϭϯϲͲϭϳϰD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϱϴϯϬ& sDϱϬϬϬϰϱϬͲϱϮϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϱϴϯϬ&Ϯ sDϱϬϬϬϯϴϬͲϰϳϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϱϵϯϬ& sDϱϬϬϬϳϬϬͬϴϬϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ DŽƵŶƚŝŶŐĐĐĞƐƐŽƌŝĞƐ >ŝƐƚ ŝƐƚ <,ͲϭϵsD ĂƐŚͲ<,ͲϭϵΨ ϭϴϬ͘ϬϬ <dͲϮϯD ĂďůĞͲĂƐŚΨ ϯϭ͘ϱϬ <dͲϮϯDϯ ĂďůĞͲZĞŵŽƚĞΨ ϯϰ͘ϳϱ <dͲϳϭDϮ ϭϳ&ƚƌĞŵŽƚĞĐĂďůĞ ΨϳϬ͘ϬϬ <dͲϳϭDϯ Ϯϱ&ĞĞƚƌĞŵŽƚĞĐĂďůĞ ΨϴϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϬϱϬ sDϱϬϬϬͬϳϬϬϬZĞŵŽƚĞĂďůĞƵƉƚŽϱϬ&ƚ ΨϯϬϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϭϬϬ sDϱϬϬϬͬϳϬϬϬZĞŵŽƚĞĂďůĞƵƉƚŽϭϬϬ&ƚ ΨϱϬϬ͘ϬϬ ŝƐƚ <^Ͳϯ^ >ŽǁWƌŽĨŝůĞǆƚ͘^ƉĞĂŬĞƌΨ ϳϱ͘ϬϬ ŝƐƚ ŶĂůŽŐ&DΨ Ͳ WϮϱ/DнϮΨ Ͳ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂůΨ Ͳ WϮϱŽŶǀĞŶƚŝŽŶĂůΨ Ͳ WϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐΨ Ͳ WϮϱWŚĂƐĞϮdDΨ ϰϬϬ͘ϬϬ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ ϭϬϮϰŚΨ Ͳ ^ͲK&ŵƵůƚŝͲŬĞǇΨ ϭϵϱ͘ϬϬ ^&/W^ͲϭϰϬͲϮŵƵůƚŝͲŬĞǇ;^ͲK&ŝŶĐůƵĚĞĚͿΨ ϳϱϬ͘ϬϬ Zϰ;WŽŵƉĂƚŝďůĞͿΨ Ͳ ŽŶǀĞŶƚŝŽŶĂůsŽƚŝŶŐ^ĐĂŶΨ Ͳ dƌƵĞsŽŝĐĞEŽŝƐĞĂŶĐĞůůĂƚŝŽŶΨ Ͳ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ WϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WϮϱĂƚĂdƌƵŶŬŝŶŐ;ŽŶǀĞŶƚŝŽŶĂůŝŶĐůͿΨ ϮϬϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdZ;KǀĞƌͲƚŚĞͲŝƌͲZĞŬĞǇŝŶŐͿΨ ϳϱϬ͘ϬϬ WϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶΨ ϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ 'W^ŶƚĞŶŶĂ ΨϰϮ͘ϬϬ ƵƚŽŵĂƚŝĐĂůůǇƐĞůĞĐƚĞĚǁŚĞŶ'W^ŽƉƚŝŽŶŝƐƐĞůĞĐƚĞĚŝŶĞsŽ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮĞĐĞŵďĞƌϮϬϭϴ

ZĂĚŝŽͲĂƐĞDŽĚĞů >ŝƐƚ sDϲϳϯϬ& sDϲϬϬϬϭϯϲͲϭϳϰD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϲϴϯϬ& sDϲϬϬϬϰϱϬͲϱϮϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϲϴϯϬ&Ϯ sDϲϬϬϬϯϴϬͲϰϳϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ sDϲϵϯϬ& sDϲϬϬϬϳϬϬͬϴϬϬD,Ψ Ϯ͕ϭϱϬ͘ϬϬ DŽƵŶƚŝŶŐĐĐĞƐƐŽƌŝĞƐ >ŝƐƚ ŝƐƚ sŝŬŝŶŐŽŶƚƌŽů,ĞĂĚ;s,Ϳ ϴϯϱsDϲϬϬϬs, dŚĞƉƌŝĐŝŶŐŝƐǀĂůŝĚŽŶůǇǁŚĞŶƉƵƌĐŚĂƐĞĚǁŝƚŚƚŚĞƌĂĚŝŽ͘/Ĩ ΨϵϬϬ͘ϬϬ ƉƵƌĐŚĂƐĞĚƐĞƉĂƌĂƚĞůǇ͕>ŝƐƚƉƌŝĐĞŝƐΨϭ͕ϲϵϱ <dͲϮϯDϯ ĂďůĞͲZĞŵŽƚĞΨ ϯϰ͘ϳϱ ϱϵϳϱϯϱϳϳϳϱϬϮ ϲ&ƚƌĞŵŽƚĞĐĂďůĞΨ ϭϬϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϱϬϮ ϭϳ&ƚƌĞŵŽƚĞĐĂďůĞΨ ϭϲϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϱϬϯ ϱϬ&ƚƌĞŵŽƚĞĐĂďůĞΨ ϯϬϬ͘ϬϬ ϮϱϬϬϳϰϬϯϭϬϬϯ s,^ƚĂŶĚĂƌĚDŽďŝůĞDŝĐΨ ϭϰϬ͘ϬϬ ϱϴϵϬϬϭϮϬϮϯϬϯ s,ĞƐŬƚŽƉDŝĐΨ ϲϱϬ͘ϬϬ ^ƉĞĂŬĞƌ >ŝƐƚ ϮϱϬϬϭϱϭϬϬϲ ϱŝŶ͘ϭϱt^ƉĞĂŬĞƌ͕ƌŝŵƉ>ĞĂĚƐΨ ϳϱ͘ϬϬ <^Ͳϯ^ >ŽǁWƌŽĨŝůĞǆƚ͘^ƉĞĂŬĞƌΨ ϳϱ͘ϬϬ ŝƐƚ ŶĂůŽŐ&DΨ Ͳ WϮϱ/DнϮΨ Ͳ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂůΨ Ͳ WϮϱŽŶǀĞŶƚŝŽŶĂůΨ ϯϱϬ͘ϬϬ WϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐΨ ϭϮϱ͘ϬϬ WϮϱWŚĂƐĞϮdDΨ ϰϬϬ͘ϬϬ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ ϭϬϮϰŚΨ Ͳ ϮϬϰϴŚΨ ϯϬϬ͘ϬϬ ϰϬϵϲŚ ΨϲϬϬ͘ϬϬ ^ͲK&ŵƵůƚŝͲŬĞǇΨ Ͳ ^&/W^ͲϭϰϬͲϮŵƵůƚŝͲŬĞǇΨ ϰϳϱ͘ϬϬ Zϰ;WŽŵƉĂƚŝďůĞͿΨ Ͳ ŽŶǀĞŶƚŝŽŶĂůsŽƚŝŶŐ^ĐĂŶΨ Ͳ dƌƵĞsŽŝĐĞEŽŝƐĞĂŶĐĞůůĂƚŝŽŶΨ Ͳ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ WϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WϮϱĂƚĂdƌƵŶŬŝŶŐ;ŽŶǀĞŶƚŝŽŶĂůŝŶĐůƵĚĞĚͿΨ ϮϬϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdZ;KǀĞƌͲƚŚĞͲŝƌͲZĞŬĞǇŝŶŐͿΨ ϳϱϬ͘ϬϬ WϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶΨ ϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ 'W^ŶƚĞŶŶĂ ΨϰϮ͘ϬϬ ƵƚŽŵĂƚŝĐĂůůǇƐĞůĞĐƚĞĚǁŚĞŶ'W^ŽƉƚŝŽŶŝƐƐĞůĞĐƚĞĚŝŶĞsŽ <EtKKsŝŬŝŶŐWƌŝĐĞ'ƵŝĚĞͮDĂƌĐŚϮϬϭϵ

DĂƐƚĞƌZĂĚŝŽͲ;&ŝƌƐƚĞĐŬ͕ŚŽŽƐĞŽŶĞͿ >ŝƐƚ sDϳϳϯϬ,&ͲD sDϳϬϬϬϭϯϲͲϭϳϰD,,ŝWŽǁĞƌDĂƐƚĞƌΨ ϯ͕ϭϬϬ͘ϬϬ sDϳϲϯϬ,&ͲW sDϳϬϬϬϯϵͲϱϬD,>ŽǁWŽǁĞƌDĂƐƚĞƌΨ ϯ͕ϭϬϬ͘ϬϬ sDϳϳϯϬ&ͲD sDϳϬϬϬϭϯϲͲϭϳϰD,DĂƐƚĞƌΨ Ϯ͕ϰϬϬ͘ϬϬ sDϳϴϯϬ&ͲD sDϳϬϬϬϰϱϬͲϱϮϬD,DĂƐƚĞƌΨ Ϯ͕ϰϬϬ͘ϬϬ sDϳϴϯϬ&ϮͲD sDϳϬϬϬϯϴϬͲϰϳϬD,DĂƐƚĞƌΨ Ϯ͕ϰϬϬ͘ϬϬ sDϳϵϯϬ&ͲD sDϳϬϬϬϳϬϬͬϴϬϬD,DĂƐƚĞƌΨ Ϯ͕ϰϬϬ͘ϬϬ ^ůĂǀĞZĂĚŝŽͲ;ϮŶĚͲϰƚŚĞĐŬ͕ŚŽŽƐĞƵƉƚŽϯͿ >ŝƐƚ sDϳϳϯϬ&Ͳ^ sDϳϬϬϬϭϯϲͲϭϳϰD,^ůĂǀĞΨ ϭ͕ϭϬϬ͘ϬϬ sDϳϴϯϬ&Ͳ^ sDϳϬϬϬϰϱϬͲϱϮϬD,^ůĂǀĞΨ ϭ͕ϭϬϬ͘ϬϬ sDϳϴϯϬ&ϮͲ^ sDϳϬϬϬϯϴϬͲϰϳϬD,^ůĂǀĞΨ ϭ͕ϭϬϬ͘ϬϬ sDϳϵϯϬ&Ͳ^ sDϳϬϬϬϳϬϬͬϴϬϬD,^ůĂǀĞΨ ϭ͕ϭϬϬ͘ϬϬ DŽƵŶƚŝŶŐĐĐĞƐƐŽƌŝĞƐ >ŝƐƚ ŝƐƚ <,ͲϮϬZs <,ͲϮϬŶŚĂŶĐĞĚĐŽŶƚƌŽůŚĞĂĚΨ ϳϬϬ͘ϬϬ <dͲϮϯDϯ ĂďůĞͲZĞŵŽƚĞΨ ϯϰ͘ϳϱ <dͲϳϭDϮ ϭϳ&ƚƌĞŵŽƚĞĐĂďůĞ ΨϳϬ͘ϬϬ <dͲϳϭDϯ Ϯϱ&ĞĞƚƌĞŵŽƚĞĐĂďůĞ ΨϴϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϬϱϬ sDϱϬϬϬͬϳϬϬϬZĞŵŽƚĞĂďůĞƵƉƚŽϱϬ&ƚ ΨϯϬϬ͘ϬϬ ϱϵϳϱϯϱϳϳϳϭϬϬ sDϱϬϬϬͬϳϬϬϬZĞŵŽƚĞĂďůĞƵƉƚŽϭϬϬ&ƚ ΨϱϬϬ͘ϬϬ ŝƐƚ <dͲϳϮD ǆƚĞƌŶĂůĐĐĞƐƐŽƌǇŽŶŶĞĐƚŝŽŶĂďůĞĨŽƌ<,ͲϮϬZΨ ϯϲ͘ϳϬ ŝƐƚ ŶĂůŽŐ&DΨ Ͳ WϮϱ/DнϮΨ Ͳ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂůΨ Ͳ WϮϱŽŶǀĞŶƚŝŽŶĂůΨ ϯϱϬ͘ϬϬ WϮϱWŚĂƐĞϭdƌƵŶŬŝŶŐΨ ϭϮϱ͘ϬϬ WϮϱWŚĂƐĞϮdDΨ ϰϬϬ͘ϬϬ sŝŬŝŶŐϭϲΨ ϳϳϱ͘ϬϬ ϭϬϮϰŚΨ Ͳ ϮϬϰϴŚΨ ϯϬϬ͘ϬϬ ϰϬϵϲŚ ΨϲϬϬ͘ϬϬ ^ͲK&ŵƵůƚŝͲŬĞǇΨ Ͳ ^&/W^ͲϭϰϬͲϮŵƵůƚŝͲŬĞǇΨ ϰϳϱ͘ϬϬ Zϰ;WŽŵƉĂƚŝďůĞͿΨ Ͳ ŽŶǀĞŶƚŝŽŶĂůsŽƚŝŶŐ^ĐĂŶΨ Ͳ dƌƵĞsŽŝĐĞEŽŝƐĞĂŶĐĞůůĂƚŝŽŶΨ Ͳ DϭϮϬϬͬ'Ͳ^ƚĂƌ^ŝŐŶĂůŝŶŐΨ ϱϬ͘ϬϬ WϮϱĂƚĂŽŶǀĞŶƚŝŽŶĂůΨ ϭϰϬ͘ϬϬ WϮϱĂƚĂdƌƵŶŬŝŶŐ;ŽŶǀĞŶƚŝŽŶĂůŝŶĐůͿΨ ϮϬϬ͘ϬϬ WϮϱWĂŐŝŶŐĞĐŽĚĞΨ ϭϬϬ͘ϬϬ KdZ;KǀĞƌͲƚŚĞͲŝƌͲZĞŬĞǇŝŶŐͿΨ ϳϱϬ͘ϬϬ WϮϱƵƚŚĞŶƚŝĐĂƚŝŽŶΨ ϭϬϬ͘ϬϬ KdW;KǀĞƌͲƚŚĞͲŝƌWƌŽŐƌĂŵŵŝŶŐͿΨ ϮϬϬ͘ϬϬ 'W^Ψ ϭϬϬ͘ϬϬ 'W^ŶƚĞŶŶĂ ΨϰϮ͘ϬϬ ƵƚŽŵĂƚŝĐĂůůǇƐĞůĞĐƚĞĚǁŚĞŶ'W^ŽƉƚŝŽŶŝƐƐĞůĞĐƚĞĚŝŶĞsŽ h͘^͘Z^>>Z yWZΡϳϱϱϬĞΘyWZΡϳϱϴϬĞ s,&͕h,&ΘϴϬϬͬϵϬϬD,ǌWKZd>^ Z^>>ZWZ/^ ϲ͘ϮϱĞͬϭϮ͘ϱŬ,ǌ

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DĂŝŶZĂĚŝŽ&ĞĂƚƵƌĞƐ͗ ĂƉĂďůĞ ŶĂďůĞĚ DĂǆ͘EƵŵďĞƌŽĨŚĂŶŶĞůƐ ϭ͕ϬϬϬ ϭ͕ϬϬϬ ŝƐƉůĂǇ ŽůŽƌ ŽůŽƌ <ĞǇƉĂĚ &Ƶůů &Ƶůů DĞŶƵEĂǀŝŐĂƚŝŽŶƵƚƚŽŶƐ zĞƐ zĞƐ ^ŝĚĞWƌŽŐƌĂŵŵĂďůĞƵƚƚŽŶƐ ϯϯ &ƌŽŶƚWƌŽŐƌĂŵŵĂďůĞƵƚƚŽŶƐ ϮϮ dŽƉŚĂŶŶĞů<ŶŽďWŽƐŝƚŝŽŶƐ ŽŶƚŝŶƵŽƵƐ ŽŶƚŝŶƵŽƵƐ dŽƉWƌŽŐƌĂŵŵĂďůĞ;KƌĂŶŐĞͿƵƚƚŽŶ zĞƐ zĞƐ /ŶŐƌĞƐƐWƌŽƚĞĐƚŝŽŶZĂƚŝŶŐ /Wϲϴ /Wϲϴ

ŶŚĂŶĐĞĚZĂĚŝŽ&ĞĂƚƵƌĞƐ͗ ĂƉĂďůĞ ŶĂďůĞĚ 'W^ zĞƐ zĞƐ ǆƉĂŶƐŝŽŶĂƌĚ zĞƐ zĞƐ dŚŝƌĚWĂƌƚǇƉƉůŝĐĂƚŝŽŶƐ zĞƐ zĞƐ /ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞKƉƚŝŽŶ KƉƚŝŽŶĂů KƉƚŝŽŶĂů tŝ&ŝ KƉƚŝŽŶĂů zĞƐ

WƌĞŵŝƵŵ^ŽĨƚǁĂƌĞ&ĞĂƚƵƌĞƐ/ŶĐůƵĚĞĚŝŶƐƐĞŶƚŝĂů^ĞƌǀŝĐĞƐ͗ ĂƉĂďůĞ ŶĂďůĞĚ ůƵĞƚŽŽƚŚƵĚŝŽ zĞƐ zĞƐ ůƵĞƚŽŽƚŚĂƚĂ ϱzĞĂƌƐ zĞƐ ŝŐŝƚĂůdĞůĞƉŚŽŶǇ zĞƐ zĞƐ ŶŚĂŶĐĞĚWƌŝǀĂĐǇ zĞƐ zĞƐ dƌĂŶƐŵŝƚ/ŶƚĞƌƌƵƉƚ zĞƐ zĞƐ ŶŚĂŶĐĞĚEŽŝƐĞĂŶĐĞůůĂƚŝŽŶ;^/EнͿ ϱzĞĂƌƐ ϱzĞĂƌƐ DƵƚĞDŽĚĞ ϱzĞĂƌƐ ϱzĞĂƌƐ ZĞĐĞŝǀĞƵĚŝŽ>ĞǀĞůŝŶŐ ϱzĞĂƌƐ ϱzĞĂƌƐ /ŶĚŽŽƌ>ŽĐĂƚŝŽŶ ϱzĞĂƌƐ ϱzĞĂƌƐ DĂŶŽǁŶ ϱzĞĂƌƐ ϱzĞĂƌƐ DƵůƚŝͲƵƚƚŽŶWdd ϱzĞĂƌƐ ϱzĞĂƌƐ dĞǆƚƚŽ^ƉĞĞĐŚ ϱzĞĂƌƐ ϱzĞĂƌƐ dƌĂŶƐŵŝƚ/ŶŚŝďŝƚ ϱzĞĂƌƐ ϱzĞĂƌƐ

^ǇƐƚĞŵƐ^ƵƉƉŽƌƚĞĚ͗ ĂƉĂďůĞ ŶĂďůĞĚ ŶĂůŽŐŽŶǀĞŶƚŝŽŶĂů zĞƐ zĞƐ ŝŐŝƚĂůŽŶǀĞŶƚŝŽŶĂů zĞƐ zĞƐ /W^ŝƚĞŽŶŶĞĐƚ zĞƐ zĞƐ ĂƉĂĐŝƚǇWůƵƐ zĞƐ zĞƐ >ŝŶŬĞĚĂƉĂĐŝƚǇWůƵƐ zĞƐ zĞƐ ŽŶŶĞĐƚWůƵƐ KƉƚŝŽŶĂů zĞƐ ĂƉĂĐŝƚǇDy KƉƚŝŽŶĂů zĞƐ >dZͬWĂƐƐWŽƌƚ KƉƚŝŽŶĂů KƉƚŝŽŶĂů

EŽƚĞƐ͗ ϱzĞĂƌƐс/ŶĐůƵĚĞĚĨŽƌϱǇĞĂƌƐĂƐƉĂƌƚŽĨƐƐĞŶƚŝĂů^ŽĨƚǁĂƌĞ^ĞƌǀŝĐĞWĂĐŬĂŐĞ dŚĞyWZϳϬϬϬĞƐĞƌŝĞƐƌĞƋƵŝƌĞƐƚŚĞWD

yWZΡϳϱϱϬĞΘyWZΡϳϱϴϬĞ s,&͕h,&ΘϴϬϬͬϵϬϬD,ǌWKZd>^ Z^>>ZWZ/^ KWd/KE^ D^ZW E^W>/d E WtZ ,E DK> DK>^Z/Wd/KE yWZΡϳϱϱϬĞΘyWZϳϱϴϬĞŝƐƉůĂǇǁŝƚŚŽůŽƌŝƐƉůĂǇ͕'W^͕ůƵĞƚŽŽƚŚ͕ǆƉĂŶƐŝŽŶĂƌĚͲW>DŽĚĞůƐ ϭtƚŽϱt ϭϯϲͲϭϳϰD,ǌ s,& ϭϬϬϬ ,ϱϲ:EϵtϭEyWZϳϱϱϬĞ& Ψϭ͕ϮϰϬ͘ϬϬ ;ƐŚŝƉƐϱtͿ ϭtƚŽϰt ϰϬϯͲϱϭϮD,ǌ h,& ϭϬϬϬ ,ϱϲZEϵtϭEyWZϳϱϱϬĞ& Ψϭ͕Ϯϴϭ͘ϲϳ ;ƐŚŝƉƐϰtͿ ϭtƚŽϮ͘ϱt ϴϬϲͲϵϰϭD,ǌ ϴϬϬͬϵϬϬ ϭϬϬϬ ,ϱϲhEϵtϭE ;35H).3*36*2%%7:L)L&$3$%/( Ψϭ͕Ϯϴϭ͘ϲϳ ;ƐŚŝƉƐϮ͘ϱtͿ yWZΡϳϱϱϬĞΘyWZϳϱϴϬĞŝƐƉůĂǇǁŝƚŚŽůŽƌŝƐƉůĂǇ͕'W^͕ůƵĞƚŽŽƚŚ͕ǆƉĂŶƐŝŽŶĂƌĚͲE>DŽĚĞůƐ ϭtƚŽϱt ϭϯϲͲϭϳϰD,ǌ s,& ϭϬϬϬ ,ϱϲ:EϵZϭEyWZϳϱϱϬĞ& Ψϭ͕ϯϵϬ͘ϱϮ ;ƐŚŝƉƐϱtͿ ϭtƚŽϰt ϰϬϯͲϱϭϮD,ǌ h,& ϭϬϬϬ ,ϱϲZEϵZϭEyWZϳϱϱϬĞ& Ψϭ͕ϰϯϳ͘ϳϮ ;ƐŚŝƉƐϰtͿ ϭtƚŽϮ͘ϱt ϴϬϲͲϵϰϭD,ǌ ϴϬϬͬϵϬϬ ϭϬϬϬ ,ϱϲhEϵZϭEyWZϳϱϴϬĞ& Ψϭ͕ϰϯϳ͘ϳϮ ;ƐŚŝƉƐϮ͘ϱtͿ &/E&KZDd/KEs,&͗ϰϴϵ&dϳϬϲϲ͕h,&͗ϰϴϵ&dϳϬϲϱ͕ϴϬϬͬϵϬϬ͗ϰϴϵ&dϳϬϲϳ YƵĂůŝĨŝĞƐĨŽƌDŝǆΘDĂƚĐŚ;^ĞĞƉƉĞŶĚŝǆĨŽƌĚĞƚĂŝůƐͿ

KƉƚŝŽŶƐ͗dKKDW>dEKZZzKhDh^dD<KE;ϭͿ,K/WZ,^dW

^dWϭ͗ ĂƚƚĞƌǇKƉƚŝŽŶƐ&ŽƌĂƉĂďůĞDŽĚĞůƐ ^ddϬϴϳϭ s,&ͬh,&Ͳ^ƚĂŶĚĂƌĚĂƚƚĞƌǇͲ/DWZ^>//KE/WϲϴϮϭϬϬŵŚ;WDEEϰϰϵϭǁŝƚŚĞůƚůŝƉͿ Eͬ ^ddϬϭϮϲ ϴϬϬͬϵϬϬͲ^ƚĂŶĚĂƌĚĂƚƚĞƌǇͲ/DWZ^>//KE/WϲϴϮϭϬϬŵŚ;WDEEϰϰϵϭǁŝƚŚĞůƚůŝƉͿ Eͬ YϬϲϭϬϮ s,&ͬh,&/DWZ^>ŝͲ/ŽŶĂƚƚĞƌǇϯϬϬϬŵŚ/Wϲϴ;WDEEϰϰϵϯǁŝƚŚĞůƚůŝƉͿ Ψϲϲ͘ϲϳ YϬϰϬϲϬ ϴϬϬͬϵϬϬͲ>ŝͲ/ŽŶĂƚƚĞƌǇ/DWZ^ϯϬϬϬŵŚ/Wϲϴ;WDEEϰϰϵϯǁŝƚŚĞůƚůŝƉͿ Ψϲϲ͘ϲϳ YϬϰϬϳϬ /DWZ^>ŝͲ/ŽŶĂƚƚĞƌǇϯϬϬϬŵŚ/WϲϴǁŝƚŚsŝďƌĂƚŝŶŐůĞƌƚĞůƚůŝƉ;WDEEϰϰϴϴͿ Ψϳϱ͘ϬϬ YϬϰϵϱϬ /DWZ^>ŝͲ/ŽŶĂƚƚĞƌǇd/ϰϵϱϬ/WϲϴϮϵϬϬd;WDEEϰϰϴϵǁŝƚŚĞůƚůŝƉͿΎ Ψϳϵ͘ϱϬ ĂƚƚĞƌǇKƉƚŝŽŶƐ&ŽƌŶĂďůĞĚDŽĚĞůƐ ^ddϬϴϳϭ s,&ͬh,&Ͳ^ƚĂŶĚĂƌĚĂƚƚĞƌǇͲ/DWZ^>//KE/WϲϴϯϬϬϬŵŚ;WDEEϰϰϵϯǁŝƚŚĞůƚůŝƉͿ Eͬ ^ddϬϭϮϲ ϴϬϬͬϵϬϬͲ^ƚĂŶĚĂƌĚĂƚƚĞƌǇͲ/DWZ^>//KE/WϲϴϯϬϬϬŵŚ;WDEEϰϰϵϯǁŝƚŚĞůƚůŝƉͿ Eͬ YϬϮϯϬϬ ϴϬϬͬϵϬϬͲ>ŝͲ/ŽŶĂƚƚĞƌǇ/DWZ^ϮϭϬϬŵŚ/Wϲϴ;WDEEϰϰϵϭǁŝƚŚĞůƚůŝƉͿ Eͬ YϬϰϬϲϬ s,&ͬh,&Ͳ>ŝͲ/ŽŶĂƚƚĞƌǇ/DWZ^ϮϭϬϬŵŚ/Wϲϴ;WDEEϰϰϵϭǁŝƚŚĞůƚůŝƉͿ Eͬ YϬϰϬϳϬ >ŝͲ/ŽŶĂƚƚĞƌǇ/DWZ^ϯϬϬϬŵŚ/WϲϴǁŝƚŚsŝďƌĂƚŝŶŐůĞƌƚĞůƚůŝƉ;WDEEϰϰϴϴͿ Ψϳϱ͘ϬϬ YϬϰϵϱϬ >ŝͲ/ŽŶĂƚƚĞƌǇ/DWZ^>//KEd/ϰϵϱϬ/WϲϴϮϵϬϬd;WDEEϰϰϴϵǁŝƚŚĞůƚůŝƉͿΎ Ψϳϵ͘ϱϬ

ΎdŚĞyWZϯϯϬϬĞ͕yWZϯϱϬϬĞ͕yWZϳϯϱϬĞ͕yWZϳϱϱϬĞ͕yWZϳϯϴϬĞĂŶĚyWZϳϱϴϬĞƉŽƌƚĂďůĞƌĂĚŝŽƐDh^dďĞŽƌĚĞƌĞĚĂŶĚƐŚŝƉƉĞĚĨƌŽŵDŽƚŽƌŽůĂǁŝƚŚh>ŽƉƚŝŽŶ YϬϰϵϱϬĨŽƌƚŚĞƌĂĚŝŽƐƚŽďĞƉƌŽƉĞƌůǇƉƌŽĐĞƐƐĞĚ͕ĐĞƌƚŝĨŝĞĚĂŶĚůĂďĞůĞĚĂƐh>ƉƉƌŽǀĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚh^ĂŶĚĂŶĂĚĂŽĚĞƐĂƐ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞĨŽƌƵƐĞŝŶ ŝǀŝƐŝŽŶϭ͕ŝǀŝƐŝŽŶϮ͕ůĂƐƐϭ͕'ƌŽƵƉ͕͕͕͕ůĂƐƐ/'ƌŽƵƉƐ͕͕ůĂƐƐ//'ƌŽƵƉ͕&͕'ĂŶĚůĂƐƐ///ŚĂǌĂƌĚŽƵƐůŽĐĂƚŝŽŶƐ͘ ,>KĐĞƌƚŝĨŝĞĚďǇh>ƚŽƐƚĂŶĚĂƌĚƐE^/ͬd/ϰϵϱϬĂŶĚEͬ^ϮϮ͘ϮEK͘ϭϱϳͲϵϮ͘ ůĂƐƐŝĨŝĐĂƚŝŽŶZĂƚŝŶŐŝǀŝƐŝŽŶϭ͕ůĂƐƐ/͕'ƌŽƵƉƐ͕͖ůĂƐƐ//'ƌŽƵƉ͕&͕'͖ůĂƐƐ///͘dϯ͘ dĂŵďсͲϮϱΣƚŽнϲϬΣ͕ĂŶĚůĂƐƐŝĨŝĐĂƚŝŽŶZĂƚŝŶŐŝǀŝƐŝŽŶϮ͕ůĂƐƐ/͕'ƌŽƵƉƐ͕͕͕͘ /ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞǁŚĞŶƵƐĞĚǁŝƚŚDŽƚŽƌŽůĂĂƚƚĞƌǇWDEEϰϰϴϵ

^dWϮ͗

ŚĂƌŐĞƌKƉƚŝŽŶƐ͗ ^d,'Ϭϴϳϭ;hͬsͿ^d ^ƚĂŶĚĂƌĚŚĂƌŐĞƌͲ/DWZ^^ŝŶŐůĞhŶŝƚŚĂƌŐĞƌŽŵƉůŝĂŶƚ;WDWEϰϭϳϰͿ Eͬ ,ϵϱϭ Kŵŝƚ^ƚĂŶĚĂƌĚŚĂƌŐĞƌ ͲΨϮϬ͘ϬϬ ^dWϯ͗ ŶƚĞŶŶĂKƉƚŝŽŶƐͲzŽƵDh^dĐŚŽŽƐĞŽŶĞ͗ s,&ŶƚĞŶŶĂKƉƚŝŽŶƐ YϬϮϮϵϵ s,&,ĞůŝĐĂůŶƚĞŶŶĂϭϯϲͲϭϱϱD,ǌ;WDϰϭϭϳͿ Eͬ YϬϮϯϬϴ s,&,ĞůŝĐĂůŶƚĞŶŶĂϭϰϰͲϭϲϱD,ǌ;WDϰϭϭϲͿ Eͬ YϬϮϯϭϬ s,&,ĞůŝĐĂůŶƚĞŶŶĂϭϱϮͲϭϳϰD,ǌ;WDϰϭϭϴͿ Eͬ YϬϮϯϬϳ s,&^ƚƵďďǇŶƚĞŶŶĂϭϯϲͲϭϰϴD,ǌ;WDϰϭϭϵͿ Eͬ YϬϮϯϬϱ s,&^ƚƵďďǇŶƚĞŶŶĂϭϲϬͲϭϳϰD,ǌ;WDϰϭϮϭͿ Eͬ YϬϮϯϬϲ s,&^ƚƵďďǇŶƚĞŶŶĂϭϰϲͲϭϲϬD,ǌ;WDϰϭϮϬͿ Eͬ h,&ŶƚĞŶŶĂKƉƚŝŽŶƐ͗ YϬϮϯϬϰ h,&^ůŝŵtŚŝƉŶƚĞŶŶĂϰϬϯͲϱϮϳD,ǌ;WDϰϬϳϵͿ Eͬ YϬϮϯϬϯ h,&^ƚƵďďǇŶƚĞŶŶĂϰϬϯͲϰϱϬD,ǌ;WDϰϬϲϵͿ Eͬ YϬϮϯϬϮ h,&^ƚƵďďǇŶƚĞŶŶĂϰϰϬͲϰϵϬD,ǌ;WDϰϬϳϬͿ Eͬ YϬϮϯϬϭ h,&^ƚƵďďǇŶƚĞŶŶĂϰϳϬͲϱϭϮD,ǌ;WDϰϬϳϭͿ Eͬ ϴϬϬͬϵϬϬŶƚĞŶŶĂKƉƚŝŽŶƐ͗ YϬϭϵϭϱ ϴϬϬD,ǌtŚŝƉŶƚĞŶŶĂϴϬϲͲϴϳϬD,ǌ;WD&ϰϬϭϭͿ Eͬ YϬϭϵϭϲ ϵϬϬD,ǌtŚŝƉŶƚĞŶŶĂϴϵϲͲϵϰϭD,ǌ;WD&ϰϬϭϮͿΎ Eͬ YϬϭϰϭϵ ϴϬϬD,ǌ^ƚƵďďǇŶƚĞŶŶĂϴϬϲͲϴϳϬD,ǌϭϮĐŵ;WD&ϰϬϬϵͿ Eͬ YϬϭϰϮϬ ϵϬϬD,ǌ^ƚƵďďǇŶƚĞŶŶĂϴϵϲͲϵϰϭD,ǌϭϭĐŵ;WD&ϰϬϭϬͿΎ Eͬ ΎEŽƚĞ͗dŚŝƐĂŶƚĞŶŶĂŝƐŽƉƚŝŵŝǌĞĚĨŽƌϵϬϬD,ǌďƵƚĐĂŶďĞƵƐĞĚĨŽƌŵŝǆĞĚϴϬϬΘϵϬϬD,ǌĐŚĂŶŶĞůƐŽƌƐŝƚĞƐ͘ ,ϭϭϮ Kŵŝƚ^ƚĂŶĚĂƌĚŶƚĞŶŶĂ ͲΨϯ͘ϱϬ yWZΡϳϱϱϬĞΘyWZΡϳϱϴϬĞ s,&Θh,&WKZd>^ Z^>>ZWZ/^ KWd/KE^ DK>EhDZ ^Z/Wd/KE D^ZW Z^>>Z

^dWϰ͗ ^ŚŝƉƉŝŶŐŽǆKƉƚŝŽŶƐ͗ ^dKyϬϴϳϭ;hͬsͿ^d ^ƚĂŶĚĂƌĚDŽĚĞůŽǆ Eͬ Eͬ Eͬ Eͬ Eͬ ,ϰϭϱ ƵůŬWĂĐŬĂŐŝŶŐ;ŵŝŶŝŵƵŵϭϬƵŶŝƚƐƉĞƌůŝŶĞŝƚĞŵͿ Eͬ Eͬ Eͬ Eͬ Eͬ ^dWϱ͗ dŚĞyWZ^ĞƌŝĞƐƉŽƌƚĂďůĞƐƐŚŝƉǁŝƚŚĂ^ƚĂŶĚĂƌĚϱͲzĞĂƌ^ŽĨƚǁĂƌĞĂŶĚZĞƉĂŝƌŽƉƚŝŽŶƚŚĂƚĐŽǀĞƌƐϱǇĞĂƌƐŽĨƐŽĨƚǁĂƌĞƐƵƉƉŽƌƚ͕ĂƉƌĞŵŝƵŵĨĞĂƚƵƌĞƐƵďƐĐƌŝƉƚŝŽŶ͕ĂŶĚƉĂƌƚƐĂŶĚůĂďŽƌǁĂƌƌĂŶƚǇĐŽǀĞƌĂŐĞ͘ƐƐĞŶƚŝĂůǁŝƚŚ ĐĐŝĚĞŶƚĂůĂŵĂŐĞĐĂŶďĞƉƵƌĐŚĂƐĞĚƚŽĂĚĚĐŽǀĞƌĂŐĞĨŽƌĂĐĐŝĚĞŶƚĂůďƌĞĂŬĂŐĞĂŶĚůŝƋƵŝĚĚĂŵĂŐĞ͘

ƐƐĞŶƚŝĂů^ŽĨƚǁĂƌĞKƉƚŝŽŶƐ͗ ^d^DϬϳϳϭ ^ƚĂŶĚĂƌĚϱzĞĂƌ^DĂŶĚ^ŽĨƚǁĂƌĞ&ĞĂƚƵƌĞƐ Eͬ Eͬ Eͬ Eͬ Eͬ

ƐƐĞŶƚŝĂůZĞƉĂŝƌKƉƚŝŽŶƐ͗

^d^^Ϭϴϳϭ;hͬsͿ^d ϱzĞĂƌƐƐĞŶƚŝĂůZĞƉĂŝƌ Eͬ Eͬ

YϬϬϴϳϭ;hͬsͿYϬϬϭ ϮĞůĞƚĞƐƐĞŶƚŝĂůZĞƉĂŝƌ;ϮzĞĂƌtĂƌƌĂŶƚǇKŶůǇͿ ͲΨϮϲ͘ϲϳ ͲΨϭϲ͘ϬϬ

,ϬϬϲϲϯ ͗ϱzĞĂƌĐĐŝĚĞŶƚĂůĂŵĂŐĞ Ψϭϴϰ͘ϬϬ Ψϭϱϱ͘ϬϬ ZĞƉĂŝƌĐŽǀĞƌĂŐĞŝƐĞǆƉĂŶĚĞĚƚŽŝŶĐůƵĚĞĐŚĞŵŝĐĂů͕ůŝƋƵŝĚĂŶĚƉŚǇƐŝĐĂůĚĂŵĂŐĞĨŽƌƚŚĞϱǇĞĂƌƚĞƌŵŽŶǇŽƵƌDŽƚŽƌŽůĂ^ŽůƵƚŝŽŶƐƉŽƌƚĂďůĞŽƌŵŽďŝůĞƐƵďƐĐƌŝďĞƌ ƌĂĚŝŽ͘ƐƐĞŶƚŝĂůǁŝƚŚĐĐŝĚĞŶƚĂůĂŵĂŐĞƐƚĂƌƚƐƵƉŽŶƉƵƌĐŚĂƐĞ͘ZĞƉĂŝƌƐǁŝůůďĞŵĂĚĞĂƚƚŚĞĚĞƐŝŐŶĂƚĞĚDŽƚŽƌŽůĂƌĞƉĂŝƌĚĞƉŽƚ͘>ŽĐĂůƉŝĐŬƵƉŽƌƌĞƉĂŝƌĐŚĂƌŐĞƐ ĂƌĞŶŽƚŝŶĐůƵĚĞĚ͘DŽƚŽƌŽůĂ^ŽůƵƚŝŽŶƐǁŝůůƉĂǇŝŶďŽƵŶĚƐŚŝƉƉŝŶŐĐŚĂƌŐĞƐŽŶůǇǁŝƚŚƵƐĞŽĨƚŚĞDŽƚŽƌŽůĂKŶůŝŶĞƌĞƚƵƌŶƉƌŽĐĞƐƐ͘DŽƚŽƌŽůĂǁŝůůƉĂǇŽƵƚďŽƵŶĚ ƐŚŝƉƉŝŶŐĐŚĂƌŐĞƐǀŝĂŶŽƌŵĂůƐŚŝƉƉŝŶŐŵĞƚŚŽĚƐ͘EŽĚŝƐĐŽƵŶƚƐĂƌĞĂůůŽǁĞĚŽŶƚŚŝƐŽƉƚŝŽŶ͘

DKdKdZKŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐKƉĞƌĂƚŝŽŶ͗ D^ZW Z^>>Z DKdKdZKŽŶŶĞĐƚWůƵƐŝƐƚŚĞŶĞǆƚŐĞŶĞƌĂƚŝŽŶƉƌŽĨĞƐƐŝŽŶĂůĚŝŐŝƚĂůƚƌƵŶŬŝŶŐĐŽŵŵƵŶŝĐĂƚŝŽŶƐƐŽůƵƚŝŽŶƚŚĂƚƉƌŽǀŝĚĞƐĞŶŚĂŶĐĞĚ ƉĞƌĨŽƌŵĂŶĐĞ͕ƉƌŽĚƵĐƚŝǀŝƚǇĂŶĚǀĂůƵĞĨŽƌƚǁŽǁĂǇƌĂĚŝŽƵƐĞƌƐ͘WůĞĂƐĞƌĞĨĞƌƚŽƚŚĞyZϵϬϬϬŽŶƚƌŽůůĞƌƐĞĐƚŝŽŶ;ƵŶĚĞƌ&ŝǆĞĚ ƋƵŝƉŵĞŶƚͿĨŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶŽŶŚŽǁƚŽŽƌĚĞƌŽŶŶĞĐƚWůƵƐƚƌƵŶŬŝŶŐƐǇƐƚĞŵƐ͘

YϬϮϬϬϱ ŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐKƉĞƌĂƚŝŽŶ&ŽƌŶĂďůĞĚDŽĚĞůƐKŶůǇ ΨϬ͘ϬϬ /ŶĐůƵĚĞƐĨĂĐƚŽƌǇůŽĂĚŝŶŐŽĨƚŚĞŽŶŶĞĐƚWůƵƐĨŝƌŵǁĂƌĞĂƉƉůŝĐĂƚŝŽŶ͘ŽŶŶĞĐƚWůƵƐůŝĐĞŶƐĞŝƐĞŶĂďůĞĚďǇĚĞĨĂƵůƚ͘

YϬϮϬϬϱ ŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐKƉĞƌĂƚŝŽŶ͕KŶůǇĨŽƌĂƉĂďůĞDŽĚĞůƐ /ŶĐůƵĚĞƐĨĂĐƚŽƌǇůŽĂĚŝŶŐŽĨƚŚĞŽŶŶĞĐƚWůƵƐĨŝƌŵǁĂƌĞĂƉƉůŝĐĂƚŝŽŶ͘ >ŝĐĞŶƐĞ,<>EϰϰϱϳŝƐƌĞƋƵŝƌĞĚƚŽZĞŐŝƐƚĞƌĂŶĚĐƚŝǀĂƚĞƚŚĞŽŶŶĞĐƚWůƵƐĨƵŶĐƚŝŽŶĂůŝƚǇŝŶƚŚĞƌĂĚŝŽĂŶĚŵƵƐƚďĞ ƉƵƌĐŚĂƐĞĚƐĞƉĂƌĂƚĞůǇĨƌŽŵƚŚĞYϬϮϬϬϱŽƉƚŝŽŶ;ƐĞĞĚĞƚĂŝůƐďĞůŽǁͿ͘

,<>Eϰϰϱϳ ŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐ>ŝĐĞŶƐĞ͕KŶůǇŶĞĞĚĞĚĨŽƌĂƉĂďůĞDŽĚĞůƐ ŶŶƚŝƚůĞŵĞŶƚ/;/ͿǁŝůůďĞĚĞůŝǀĞƌĞĚǀŝĂĞŵĂŝůƚŽƚŚĞĂĚĚƌĞƐƐƐƉĞĐŝĨŝĞĚĚƵƌŝŶŐŽƌĚĞƌƉůĂĐĞŵĞŶƚ͘ZĞŐŝƐƚĞƌĂŶĚĐƚŝǀĂƚĞƚŚĞ ŽŶŶĞĐƚWůƵƐůŝĐĞŶƐĞŝŶƚŚĞDKdKdZKŽŶŶĞĐƚWůƵƐĐĂƉĂďůĞƌĂĚŝŽƐƵƐŝŶŐDKdKdZKW^;ǀĞƌƐŝŽŶϭϮ͘ϬŽƌŚŝŐŚĞƌͿ͘ ZĞŐŝƐƚƌĂƚŝŽŶƌĞƋƵŝƌĞƐĂŶŝŶƚĞƌŶĞƚĐŽŶŶĞĐƚŝŽŶ͘DƵůƚŝƉůĞůŝĐĞŶƐĞƐĐĂŶďĞŽƌĚĞƌĞĚƵŶĚĞƌƚŚĞƐĂŵĞůŝŶĞŝƚĞŵ͘

EŽƚĞƐ͗ ϭ͘KƉƚŝŽŶYϬϮϬϬϱĂƉƉůŝĐĂďůĞŽŶůǇƚŽDKdKdZKĚŝŐŝƚĂůĐĂƉĂďůĞŵŽĚĞůƐ͘ Ϯ͘KƉƚŝŽŶYϬϮϬϬϱƌĞƋƵŝƌĞƐDKdKdZKW^ǀĞƌƐŝŽŶϭϮ͘ϬŽƌŚŝŐŚĞƌ͘ ϯ͘KƉƚŝŽŶYϬϮϬϬϱƌĞƋƵŝƌĞƐDKdKdZKKƉƚŝŽŶŽĂƌĚW^;ĂǀĂŝůĂďůĞŝŶDK>ZĞƐŽƵƌĐĞĞŶƚĞƌĂƚŶŽĐŽƐƚͿ͘ ϰ͘ŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐKƉĞƌĂƚŝŽŶƌĞƋƵŝƌĞƐ͗ Ă͘DKdKdZKĚŝŐŝƚĂůĨŝƌŵǁĂƌĞƌĞůĞĂƐĞZϬϮ͘Ϭϲ͘ϯϬŽƌŚŝŐŚĞƌ;ŝŶĐůƵĚĞĚǁŝƚŚĨĂĐƚŽƌǇŽƉƚŝŽŶYϬϮϬϬϱͿ ď͘DKdKdZKĞǆƉĂŶƐŝŽŶĐĂƌĚ;ŝŶĐůƵĚĞĚŝŶĂůůyWZϳϬϬϬΖƐďǇĚĞĨĂƵůƚͿ Đ͘ŽŶŶĞĐƚWůƵƐƐŽĨƚǁĂƌĞ;ŝŶĐůƵĚĞĚǁŝƚŚĨĂĐƚŽƌǇŽƉƚŝŽŶYϬϮϬϬϱͿ Ě͘ŽŶŶĞĐƚWůƵƐƐŽĨƚǁĂƌĞůŝĐĞŶƐĞ;ŽƌĚĞƌ,<>EϰϰϱϳƐĞƉĂƌĂƚĞůǇͿ ϱ͘WůĞĂƐĞƌĞĨĞƌƚŽƚŚĞ&ŝǆĞĚƋƵŝƉŵĞŶƚƐĞĐƚŝŽŶĨŽƌŽŶŶĞĐƚWůƵƐdƌƵŶŬŝŶŐƐǇƐƚĞŵŝŶĨŽƌŵĂƚŝŽŶ͘ ϲ͘WůĞĂƐĞƌĞĨĞƌƚŽƚŚĞŽŶŶĞĐƚWůƵƐ^ǇƐƚĞŵWůĂŶŶĞƌĂŶĚǇŽƵƌDŽƚŽƌŽůĂKƚĞĂŵƌĞƉƌĞƐĞŶƚĂƚŝǀĞĨŽƌƉƌĞƐĂůĞƐƵƉƉŽƌƚ ĂŶĚƐǇƐƚĞŵĚĞƐŝŐŶĐŽŶƐŝĚĞƌĂƚŝŽŶƐ 'ĞŶĞƌĂůKƉƚŝŽŶƐ͗ YϬϬϱϬϱ /DWZ^ZĞŵŽƚĞ^ƉĞĂŬĞƌDŝĐƌŽƉŚŽŶĞǁŝƚŚϯ͘ϱŵŵƵĚŝŽ:ĂĐŬ;WDDEϰϬϮϱͿ ΨϵϬ͘ϬϬ YϬϬϱϬϲ ^ƵďŵĞƌƐŝďůĞ;/WϱϳͿZĞŵŽƚĞ^ƉĞĂŬĞƌDŝĐƌŽƉŚŽŶĞ;WDDEϰϬϰϬͿ Ψϳϱ͘ϬϬ YϬϮϴϭϳ EŽŝƐĞĂŶĐĞůůŝŶŐͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;h>ͿZĞŵŽƚĞ^ƉĞĂŬĞƌDŝĐƌŽƉŚŽŶĞǁŝƚŚϯ͘ϱŵŵƵĚŝŽ:ĂĐŬ;WDDEϰϬϱϬͿ Ψϵϱ͘ϬϬ YϬϬϱϬϳ >ŝŐŚƚǁĞŝŐŚƚ,ĞĂĚƐĞƚ;ZDEϱϬϱϴͿ Ψϵϵ͘ϬϬ YϬϬϱϬϴ /DWZ^ϮͲtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁŝƚŚůĞĂƌŽŵĨŽƌƚĂďůĞĐŽƵƐƚŝĐdƵďĞ͕ůĂĐŬ͕;WD>EϲϭϮϵͿ ΨϭϮϮ͘ϬϬ YϬϬϱϬϵ /DWZ^ϮͲtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁŝƚŚůĞĂƌŽŵĨŽƌƚĂďůĞĐŽƵƐƚŝĐdƵďĞ͕ĞŝŐĞ͕;WD>EϲϭϯϬͿ ΨϭϮϮ͘ϬϬ

yWZΡϳϱϱϬĞΘyWZΡϳϱϴϬĞ s,&Θh,&WKZd>^ Z^>>ZWZ/^ KWd/KE^ DK>EhDZ ^Z/Wd/KE D^ZW Z^>>Z

YϬϭϴϯϵ >dZͬWĂƐƐWŽƌƚŶŚĂŶĐĞĚKƉĞƌĂƚŝŽŶ͘&ĂĐƚŽƌǇ/ŶƐƚĂůůĞĚ͘ ΨϳϮ͘ϬϬ /ŶĐůƵĚĞƐďƵŝůƚͲŝŶDKdKdZKǆƉĂŶƐŝŽŶĂƌĚĂŶĚŝŶƐƚĂůůĂƚŝŽŶŽĨ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶƐŽĨƚǁĂƌĞůŝĐĞŶƐĞ͘ EŽƚĞƐ͗ ϭͿ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶƌƵŶƐŽŶƚŚĞDKdKdZKǆƉĂŶƐŝŽŶĂƌĚ͘dŚĞĂƉƉůŝĐĂƚŝŽŶŝƐĐŽŵƉĂƚŝďůĞǁŝƚŚďŽƚŚ

ůĂƐƐŝĐĂŶĚŶŚĂŶĐĞĚWĂƐƐWŽƌƚŽƉĞƌĂƚŝŽŶ͘ ϮͿ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶƌĞƋƵŝƌĞƐǁŝŶ^:/ƉƉdZKƉƌŽŐƌĂŵŵŝŶŐƐŽĨƚǁĂƌĞ͘ ϯͿDKdKdZKyWZϱϱϬϬĞͬϳϱϬϬĞƐĞƌŝĞƐƌĂĚŝŽƐƌĞƋƵŝƌĞĨŝƌŵǁĂƌĞZϬϮ͘ϬϲǀĞƌƐŝŽŶŽƌŚŝŐŚĞƌ͘ ϰͿ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶŝƐĂǀĂŝůĂďůĞŽŶůǇĨŽƌĚŝƐƉůĂǇƉŽƌƚĂďůĞĂŶĚŵŽďŝůĞŵŽĚĞůƐ͘ ϱͿ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶŝƐĐŽŵƉĂƚŝďůĞǁŝƚŚh>ĞƋƵŝƉƉĞĚƉŽƌƚĂďůĞƐ͘ ϲͿDƐŝŐŶĂůŝŶŐŝƐŶŽƚĐƵƌƌĞŶƚůǇĂǀĂŝůĂďůĞŝŶĂƉƉůŝĐĂƚŝŽŶΖƐĐŽŶǀĞŶƚŝŽŶĂůŽƌ>dZŵŽĚĞƐŽĨŽƉĞƌĂƚŝŽŶĨŽƌyWZϱϬϬϬĞͬϳϬϬϬĞƐĞƌŝĞƐƌĂĚŝŽƐ͘ ϳͿYƵŝŬĂůů//ƐŝŐŶĂůŝŶŐŝƐŶŽƚĐƵƌƌĞŶƚůǇĂǀĂŝůĂďůĞŝŶĂƉƉůŝĐĂƚŝŽŶΖƐĐŽŶǀĞŶƚŝŽŶĂůŽƌ>dZŵŽĚĞƐŽĨŽƉĞƌĂƚŝŽŶ͘ ϴͿdƌŝĚĞŶƚdƌs>ŽƉĞƌĂƚŝŽŶƵƐŝŶŐ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶĂƉƉůŝĐĂƚŝŽŶŝƐŶŽƚĂǀĂŝůĂďůĞĨŽƌyWZϱϱϬϬĞƐĞƌŝĞƐŵŽďŝůĞƐ͘ ϵͿǆƉĂŶƐŝŽŶĂƌĚĚƌĂǁƐĂĚĚŝƚŝŽŶĂůĐƵƌƌĞŶƚĨƌŽŵƌĂĚŝŽďĂƚƚĞƌǇƐŽƵƐŝŶŐĂŚŝŐŚĞƌĐĂƉĂĐŝƚǇďĂƚƚĞƌǇŵĂǇďĞƌĞƋƵŝƌĞĚ͘ ϭϬͿdŽƉƵƌĐŚĂƐĞĂĨƚĞƌŵĂƌŬĞƚ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶĂŶĚǁŝŶ^:/ƉƉdZKƉƌŽŐƌĂŵŵŝŶŐƐŽĨƚǁĂƌĞƉůĞĂƐĞĐŽŶƚĂĐƚ ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ/ŶĐ͘ĂƚϰϬϳϲϰϱϱϬϵϯ͘ ϭϭͿ&ŽƌdĞĐŚŶŝĐĂůƐƵƉƉŽƌƚŽŶƚŚĞ>dZͬWĂƐƐWŽƌƚĂƉƉůŝĐĂƚŝŽŶƉůĞĂƐĞĐŽŶƚĂĐƚ^ĐŚŽůĞƌͲ:ŽŚŶƐŽŶ/ŶĐ͘ĂƚϰϬϳϲϰϱϱϬϵϯ͘

WƌĞŵŝƵŵ^ŽĨƚǁĂƌĞ&ĞĂƚƵƌĞƐ;W>Ϳ͗ ,>^ƵďƐĐƌŝďĞƌ>ŝĐĞŶƐĞ Ψϭϲϳ͘ϬϬ ,ŝĐĞŶƐĞtŝͲ&ŝ ΨϭϮϱ͘ϬϬ ,ŝĐĞŶƐĞ/ŶĚŽŽƌ>ŽĐĂƚŝŽŶ Ψϴϯ͘ϯϯ ,ŝĐĞŶƐĞŶŚĂŶĐĞĚEŽŝƐĞĂŶĐĞůůĂƚŝŽŶ;^/EнͿ Ψϯ͘ϱϬ ,ĞǀĞůŝŶŐ Ψϯ͘ϱϬ ,

WƌĞŵŝƵŵ^ŽĨƚǁĂƌĞ&ĞĂƚƵƌĞ;E>Ϳ͗ ,ŝĐĞŶƐĞ/ŶĚŽŽƌ>ŽĐĂƚŝŽŶ Ψϴϯ͘ϯϯ ,ŝĐĞŶƐĞŶŚĂŶĐĞĚEŽŝƐĞĂŶĐĞůůĂƚŝŽŶ;^/EнͿ Ψϯ͘ϱϬ ,ĞǀĞůŝŶŐ Ψϯ͘ϱϬ ,͗>ĞŐĂĐǇŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϰϬϬϬͬϲϬϬϬ͕yWZϯϬϬϬͬϱϬϬϬͬϳϬϬϬĂŶĚ^>ϳϬϬϬƐĞƌŝĞƐ ͗ŶŚĂŶĐĞĚŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϯϬϬϬĞͬϱϬϬϬĞͬϳϬϬϬĞ͕^>ϳϬϬϬĞƐĞƌŝĞƐĂŶĚ^>ϯϱϬϬĞ >Ͳ͗ƉƉůŝĐĂďůĞƚŽďŽƚŚ>ĞŐĂĐǇĂŶĚŶŚĂŶĐĞĚƌĂĚŝŽƐ DKdKdZK Z^>>Z WZ/^ WKZd> EdEE^ ϬϬͬϯϯϬϬĞyWZϯϱϱϬ hͬ>yWZϯϬϬϬ^ĞƌŝĞƐ ^>ϯϱϬϬĞ yWZϲϭϬϬ WZϲϯϱϬyWZϲϱ ϱZϲϯϴϬyWZϲϱ ϴϱϬͬϳϯϱϬĞyWZϳϱϱϬͬ ϴϬͬϳϯϴϬĞyWZϳϱϴϬ ͬϳϱϱϬ^>ϳϱϱ ϬϬͬϳϱϴϬĞ^>ϳϱϵϬͬ ϳ>yWZϳϬϬϬ^ĞƌŝĞ Ɛ DK>EhDZ ^Z/Wd/KE D^ZW > E&ϱϬϴϳ tŚŝƉŶƚĞŶŶĂϴϬϬD,ǌϭͬϮtĂǀĞͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϯϱ͘ϳϱ > E&ϱϬϴϴ tŚŝƉŶƚĞŶŶĂϵϬϬD,ǌϭͬϮtĂǀĞͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϯϱ͘ϳϱ >> WDϰϬϲϳ ŽŵďŝŶĂƚŝŽŶs,&tŚŝƉŶƚĞŶŶĂǁŝƚŚ'W^͕ϭϯϲͲϭϰϳD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϱϬ >> WDϰϬϲϴ ŽŵďŝŶĂƚŝŽŶs,&tŚŝƉŶƚĞŶŶĂǁŝƚŚ'W^͕ϭϰϳͲϭϲϬD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϱϬ >> WDϰϬϲϵ ŽŵďŝŶĂƚŝŽŶs,&tŚŝƉŶƚĞŶŶĂǁŝƚŚ'W^͕ϭϲϬͲϭϳϰD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϱϬ > WDϰϬϴϲ s,&ŶƚĞŶŶĂĨŽƌWƵďůŝĐ^ĂĨĞƚǇDŝĐƌŽƉŚŽŶĞ͕ϭϱϬͲϭϳϰD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ > WDϰϬϴϳ s,&ŶƚĞŶŶĂĨŽƌWƵďůŝĐ^ĂĨĞƚǇDŝĐƌŽƉŚŽŶĞ͕ϭϯϲͲϭϱϯD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >> WDϰϬϴϴ s,&&ůĞǆŝďůĞtŚŝƉŶƚĞŶŶĂϮϭĐŵ;ϭϯϲͲϭϳϰD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϮϭ͘ϱϬ >> WDϰϬϵϯ s,&^ƚƵďďǇŶƚĞŶŶĂϭϭĐŵ;ϭϯϲͲϭϰϳD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϬϬ >> WDϰϬϵϰ s,&^ƚƵďďǇŶƚĞŶŶĂϭϭĐŵ;ϭϰϳͲϭϲϬD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϬϬ >> WDϰϬϵϱ s,&^ƚƵďďǇŶƚĞŶŶĂϭϭĐŵ;ϭϲϬͲϭϳϰD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϭ͘ϬϬ >Ͳ z >Ͳ z WDϰϭϭϲ s,&,ĞůŝĐĂůŶƚĞŶŶĂ;ϭϰϰͲϭϲϱD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘Ϯϳ >Ͳ z >Ͳ z WDϰϭϭϳ s,&,ĞůŝĐĂůŶƚĞŶŶĂ;ϭϯϲͲϭϱϱD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘Ϯϳ >Ͳ z >Ͳ z WDϰϭϭϴ s,&,ĞůŝĐĂůŶƚĞŶŶĂ;ϭϱϮͲϭϳϰD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘Ϯϳ >Ͳ z >Ͳ z WDϰϭϭϵ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϯϲͲϭϰϴD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬ͘ϯϬ >Ͳ z >Ͳ z WDϰϭϮϬ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϰϲͲϭϲϬD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬ͘ϯϬ z >Ͳ z WDϰϭϮϭ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϲϬͲϭϳϰD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬ͘ϯϬ WDϰϭϰϰ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϯϲͲϭϰϰD,ǌͿϱĐŵ Ψϵ͘ϱϬ WDϰϭϰϱ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϰϰͲϭϱϲD,ǌͿϱĐŵ Ψϵ͘ϱϬ WDϰϭϰϲ s,&^ƚƵďďǇŶƚĞŶŶĂ;ϭϱϲͲϭϳϰD,ǌͿϱĐŵ Ψϵ͘ϱϬ >> WDϰϬϭϴ ŽŵďŝŶĂƚŝŽŶh,&tŚŝƉŶƚĞŶŶĂǁŝƚŚ'W^͕ϰϬϯͲϰϯϯD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϱϬ >> WDϰϬϮϭ ŽŵďŝŶĂƚŝŽŶh,&^ƚƵďďǇŶƚĞŶŶĂǁŝƚŚ'W^͕ϰϬϯͲϰϯϯD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >> WDϰϬϮϮ h,&&ůĞǆŝďůĞtŚŝƉŶƚĞŶŶĂϭϲĐŵ;ϰϬϯͲϰϳϬD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘Ϯϱ >> WDϰϬϮϯ ŽŵďŝŶĂƚŝŽŶh,&^ƚƵďďǇŶƚĞŶŶĂǁŝƚŚ'W^͕ϰϯϬͲϰϳϬD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >> WDϰϬϮϰ ŽŵďŝŶĂƚŝŽŶh,&tŚŝƉŶƚĞŶŶĂǁŝƚŚ'W^͕ϰϯϬͲϰϳϬD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϱϬ > WDϰϬϰϲ h,&^ƚƵďďǇŶƚĞŶŶĂĨŽƌWƵďůŝĐ^ĂĨĞƚǇDŝĐƌŽƉŚŽŶĞ͕ϰϬϯͲϰϯϯD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ > WDϰϬϰϳ h,&^ƚƵďďǇŶƚĞŶŶĂĨŽƌWƵďůŝĐ^ĂĨĞƚǇDŝĐƌŽƉŚŽŶĞ͕ϰϯϬͲϰϳϬD,ǌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >> WDϰϬϰϴ h,&Ϯн'W^^ƚƵďďǇŶƚĞŶŶĂ͕ϰϱϬͲϱϮϳD,ǌ;ĐĂŶďĞƵƐĞĚǁŝƚŚWƵďůŝĐ^ĂĨĞƚǇDŝĐƌŽƉŚŽŶĞͿͲ/^ͬ&D ΨϭϬ͘ϱϬ >> WDϰϬϰϵ h,&&ůĞǆŝďůĞtŚŝƉŶƚĞŶŶĂϭϲĐŵ;ϰϱϬͲϱϮϳD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϱϬ >> WDϰϬϱϬ ŽŵďŝŶĂƚŝŽŶ'W^ͬh,&ϰϱϬͲϰϵϱD,ǌ&ŽůĚĞĚDŽŶŽƉŽůĞŶƚĞŶŶĂͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >> WDϰϬϱϭ ŽŵďŝŶĂƚŝŽŶ'W^ͬh,&ϰϵϱͲϱϮϳD,ǌ&ŽůĚĞĚDŽŶŽƉŽůĞŶƚĞŶŶĂͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϬ͘ϳϱ >Ͳ z >Ͳ z WDϰϬϲϵ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϬϯͲϰϱϬD,ǌͿ Ͳ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘ϳϵ >Ͳ z >Ͳ z WDϰϬϳϬ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϰϬͲϰϵϬD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘ϳϵ >Ͳ z >Ͳ z WDϰϬϳϭ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϳϬͲϱϭϮD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘ϳϵ >Ͳ z >Ͳ z WDϰϬϳϵ h,&^ůŝŵtŚŝƉŶƚĞŶŶĂ;ϰϬϯͲϱϭϮD,ǌͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϵ͘ϳϵ >Ͳ WDϰϬϳϲ ŶƚĞŶŶĂ<ŝƚ͕^ƚƵďďǇ;ϰϮϬͲϰϰϱD,ǌͿ Ψϭϱ͘ϬϬ >Ͳ WDϰϬϳϳ ŶƚĞŶŶĂ<ŝƚ͕^ƚƵďďǇ;ϰϯϴͲϰϳϬD,ǌͿ Ψϭϱ͘ϬϬ >Ͳ WDϰϬϳϴ ŶƚĞŶŶĂ<ŝƚ͕^ƚƵďďǇ;ϰϬϯͲϰϮϱD,ǌͿ Ψϭϱ͘ϬϬ >Ͳ WDϰϬϵϭ h,&^ƚƵďďǇŶƚĞŶŶĂ<ŝƚĨŽƌƚŚĞϰϱϬͲϰϵϬD,ǌƌĂŶŐĞ Ψϭϱ͘ϬϬ >Ͳ WDϰϬϵϮ h,&^ƚƵďďǇŶƚĞŶŶĂ<ŝƚĨŽƌƚŚĞϰϴϬͲϱϮϳD,ǌƌĂŶŐĞ Ψϭϱ͘ϬϬ WDϰϬϵϯ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϬϯͲϰϮϱD,ǌͿϰ͘ϱĐŵ Ψϵ͘ϱϬ WDϰϬϵϰ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϮϬͲϰϰϱD,ǌͿϰ͘ϱĐŵ ΨϭϮ͘ϬϬ WDϰϬϵϱ h,&^ƚƵďďǇŶƚĞŶŶĂ;ϰϯϱͲϰϳϬD,ǌͿϰ͘ϱĐŵ Ψϵ͘ϱϬ >Ͳ WD&ϰϬϭϳ ŶƚĞŶŶĂ<ŝƚĨŽƌƚŚĞϴϬϬD,ǌƌĂŶŐĞ Ψϭϱ͘ϬϬ >Ͳ WD&ϰϬϭϴ ŶƚĞŶŶĂ<ŝƚĨŽƌƚŚĞϵϬϬD,ǌƌĂŶŐĞ Ψϭϱ͘ϬϬ > WD&ϰϬϬϯ ϴϬϬͬϵϬϬD,ǌΘ'W^,ĞůŝĐĂůŶƚĞŶŶĂ;ϴϬϲͲϵϰϭD,ǌͿͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϮϮ͘ϬϬ >Ͳ z WD&ϰϬϬϵ ϴϬϬD,ǌ^ŚŽƌƚtŚŝƉŶƚĞŶŶĂϭϮĐŵ;ϴϬϲͲϴϳϬD,ͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϭϰ͘ϰϮ >Ͳ z WD&ϰϬϭϬ ϵϬϬD,ǌ^ŚŽƌƚtŚŝƉŶƚĞŶŶĂϭϭĐŵ;ϴϵϲͲϵϰϭD,ͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϭϰ͘ϰϮ >Ͳ z WD&ϰϬϭϭ ϴϬϬD,ǌ&ůĞǆŝďůĞtŚŝƉŶƚĞŶŶĂϭϲĐŵ;ϴϬϲͲϴϳϬD,ͿͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬ͘ϯϬ >Ͳ z WD&ϰϬϭϮ ϵϬϬD,ǌ&ůĞǆŝďůĞtŚŝƉŶƚĞŶŶĂϭϰĐŵ;ϴϵϲͲϵϰϭD,ͿΎͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬ͘ϯϬ ΎEŽƚĞ͗KƉƚŝŵŝǌĞĚĨŽƌϵϬϬD,ǌďƵƚĐĂŶĂůƐŽďĞƵƐĞĚĨŽƌŵŝǆĞĚϴϬϬΘϵϬϬD,ǌ,ͬƐŝƚĞƐ >Ͳ >Ͳ >Ͳ ϯϮϬϭϮϭϰϰϬϬϭ 'ƌĂǇŶƚĞŶŶĂ/ĂŶĚ;ƉĂĐŬŽĨϭϬͿ Ψϲ͘ϱϬ >Ͳ >Ͳ >Ͳ ϯϮϬϭϮϭϰϰϬϬϮ zĞůůŽǁŶƚĞŶŶĂ/ĂŶĚ;ƉĂĐŬŽĨϭϬͿ Ψϲ͘ϱϬ >Ͳ >Ͳ >Ͳ ϯϮϬϭϮϭϰϰϬϬϯ 'ƌĞĞŶŶƚĞŶŶĂ/ĂŶĚ;ƉĂĐŬŽĨϭϬͿ Ψϲ͘ϱϬ >Ͳ >Ͳ >Ͳ ϯϮϬϭϮϭϰϰϬϬϰ ůƵĞŶƚĞŶŶĂ/ĂŶĚ;ƉĂĐŬŽĨϭϬͿ Ψϲ͘ϱϬ >Ͳ >Ͳ >Ͳ ϯϮϬϭϮϭϰϰϬϬϱ WƵƌƉůĞŶƚĞŶŶĂ/ĂŶĚ;ƉĂĐŬŽĨϭϬͿ Ψϲ͘ϱϬ >͗>ĞŐĂĐǇŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϰϬϬϬͬϲϬϬϬ͕yWZϯϬϬϬͬϱϬϬϬͬϳh^ sZ^/KE ϬϬϬĂŶĚ^>ϳϬϬϬƐĞƌŝĞƐ ͗ŶŚĂŶĐĞĚŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϯϬϬϬĞͬϱϬϬϬĞͬϳϬϬϬĞ͕^>ϳϬϬϬĞƐĞƌŝĞƐĂŶĚ^>ϯϱϬϬĞ >Ͳ͗ƉƉůŝĐĂďůĞƚŽďŽƚŚ>ĞŐĂĐǇĂŶĚŶŚĂŶĐĞĚƌĂĚŝŽƐ Z^>>ZWZ/^ ddZ/^ ϬͬϯϯϬϬĞyWZϯϱϱϬ ͬ/ͲϰϵϱϬͿyWZϯϬϬϬĞ^ Ğ ^>ϯϱϬϬĞ yWZϲϭϬϬ yWZϲϯϱϬyWZϲϱϱϬ yWZϲϯϴϬyWZϲϱϴϬ ϬͬϳϯϱϬĞyWZϳϱϱϬ ͬϬͬϳϯϴϬĞyWZϳϱϴϬ ͬ^>ϳϱϱϬ^>ϳϱϱϬĞ ϬͬϳϱϴϬĞ^>ϳϱϵϬͬ ϳͲϰϵϱϬͿyWZϳϬϬϬͬϳϬϬϬĞ ^DK>EhDZ ^Z/Wd/KE D^ZW >Ͳ >Ͳ ,ŝͲ/ŽŶ,ŝͲĂƉĂƚƚĞƌǇ ΨϮϴ͘ϬϬ >Ͳ >Ͳ WD>EϲϬϬϬ ĂƚƚĞƌǇŽŽƌŽǀĞƌĨŽƌdϳϬĂƚƚĞƌǇ Ψϭϱ͘Ϭϱ >Ͳ >Ͳ WD>EϲϬϬϭ ĂƚƚĞƌǇŽŽƌŽǀĞƌĨŽƌdϵϬĂƚƚĞƌǇ Ψϭϱ͘Ϭϱ WD>EϳϬϳϰ ĂƚƚĞƌǇŽŽƌŽǀĞƌĨŽƌdϭϬϬĂƚƚĞƌǇ Ψϯϱ͘ϬϬ >> WDEEϰϬϲϱ EŝD,͕ϭϰϱϬ ŵŚ͕ϳ͘Ϯs^ƵďŵĞƌƐŝďůĞ;/WϱϳͿĂƚƚĞƌǇ Ψϳϱ͘ϬϬ >Ͳ >Ͳ WDEEϰϰϮϱ dϳϬϭϰϬϬ ŵŚ>ŝͲ/ŽŶ^ůŝŵĂƚƚĞƌǇ ΨϮϱ͘ϬϬ >> EEdEϴϭϮϵ /DWZ^>ŝͲŝŽŶ͕ϮϯϱϬ ŵŚ͕^ƵďŵĞƌƐŝďůĞ;/WϲϳͿĂƚƚĞƌǇͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϭϱϮ͘ϬϬ > > z EEdEϴϱϲϬ /DWZ^>ŝͲŝŽŶ͕ϮϱϬϬŵŚ͕^ƵďŵĞƌƐŝďůĞ;/WϲϳͿĂƚƚĞƌǇͲd/ϰϵϱϬͬh>ƉƉƌŽǀĞĚ Ψϭϳϱ͘ϬϬ >>> WDEEϰϬϲϲ /DWZ^>ŝͲŝŽŶ͕ϭϳϬϬ ŵŚ͕ϳ͘Ϯs^ƵďŵĞƌƐŝďůĞ;/WϱϳͿĂƚƚĞƌǇ Ψϴϴ͘ϬϬ >> WDEEϰϬϲϵ /DWZ^>ŝͲŝŽŶ͕ϭϰϬϬŵŚ͕ϳ͘Ϯs^ƵďŵĞƌƐŝďůĞ;/WϱϳͿĂƚƚĞƌǇͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ Ψϭϯϰ͘ϬϬ >>> WDEEϰϬϳϳ /DWZ^>ŝͲŝŽŶ͕ϮϮϰϬ ŵŚ͕ϳ͘Ϯs^ƵďŵĞƌƐŝďůĞ;/WϱϳͿĂƚƚĞƌǇ ΨϭϭϮ͘ϬϬ >>> WDEEϰϮϲϮ /DWZ^>ŝͲŝŽŶ͕ϮϴϱϬd/WϱϳĂƚƚĞƌǇ ΨϭϮϯ͘ϬϬ > > > WDEEϰϰϬϲ ^ůŝŵ>ŝͲ/ŽŶ͕ϭϲϬϬŵŚďĂƚƚĞƌǇ͕^ƵďŵĞƌƐŝďůĞ;/WϲϴͿĂƚƚĞƌǇ Ψϲϲ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϬϳ /DWZ^^ůŝŵ>ŝͲ/ŽŶ͕ϭϲϱϬ ŵŚďĂƚƚĞƌǇ͕^ƵďŵĞƌƐŝďůĞ;/WϲϳͿĂƚƚĞƌǇ Ψϴϴ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϬϵ dd/DWZ^>//KE/WϲϴϮϮϱϬd ΨϭϭϮ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϱϰϰ dd/DWZ^>//KE/WϲϴϮϰϱϬd ΨϭϭϮ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϰϴ /DWZ^,ŝͲĂƉ>ŝͲŝŽŶϮϴϬϬŵŚ^ƵďŵĞƌƐŝďůĞ;/WϲϳͿĂƚƚĞƌǇ Ψϭϰϲ͘ϬϬ >Ͳ >Ͳ WDEEϰϰϲϴΎ ϭϬϬǆϮϯϬϬd>ŝͲ/ŽŶĂƚƚĞƌǇ͘ ΨϰϬ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϴϴΎΎ /DWZ^>ŽǁsŽůƚ,ŝͲĂƉϯϬϬϬŵŚ Ψϭϱϰ͘ϬϬ z WDEEϰϰϴϵ d//DWZ^>ŽǁsŽůƚϮϵϬϬŵŚͲd/ϰϵϱϬͬh>ƉƉƌŽǀĞĚ ΨϭϴϬ͘ϬϬ z WDEEϰϰϵϬ d//DWZ^>ŽǁsŽůƚϮϵϬϬŵŚͲd/ϰϵϱϬͬh>ƉƉƌŽǀĞĚ ΨϭϴϬ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϵϭ /DWZ^^ůŝŵ>ŝͲ/ŽŶ͕ϮϭϬϬŵŚďĂƚƚĞƌǇ ΨϭϭϬ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϰϵϯ /DWZ^>ŽǁsŽůƚ,ŝͲĂƉϯϬϬϬŵŚ;/WϲϴͿ Ψϭϯϱ͘ϬϬ >Ͳ >Ͳ >Ͳ WDEEϰϱϮϱ /DWZ^ϭϵϱϬŵŚďĂƚƚĞƌǇ^ƵďŵĞƌƐŝďůĞ;/WϲϴͿ͕ͲϯϬǑƌĂƚĞĚ Ψϭϳϴ͘ϬϬ >Ͳ >Ͳ WD>Eϲϳϰϱ ĂƚƚĞƌǇŽǀĞƌĨŽƌdϭϬϬĂƚƚĞƌǇ Ψϭϰ͘ϬϬ

/DWZ^Ρ͗dŚĞ/DWZ^ƐŵĂƌƚĞŶĞƌŐǇƐǇƐƚĞŵĞŶƐƵƌĞƐŵĂǆŝŵƵŵƚĂůŬͲƚŝŵĞĂŶĚŽƉƚŝŵŝǌĞĚďĂƚƚĞƌǇĐǇĐůĞůŝĨĞƚŚƌŽƵŐŚƚŚĞƵƐĞŽĨŝƚƐĂĚǀĂŶĐĞĚĐŚĂƌŐŝŶŐƚĞĐŚŶŽůŽŐǇĂŶĚĂƵƚŽŵĂƚŝĐƌĞĐŽŶĚŝƚŝŽŶŝŶŐĨĞĂƚƵƌĞƐ͕ǁŚĞŶƵƐĞĚǁŝƚŚ/DWZ^ďĂƚƚĞƌŝĞƐ͘ Ύ/ĨŽƌĚĞƌŝŶŐĂƐĂƐĂĨŝĞůĚƌĞƉůĂĐĞŵĞŶƚ͕ŵƵƐƚŽƌĚĞƌWD>EϲϳϰϱĂƚƚĞƌǇŽǀĞƌ ΎΎ&ŽƌƵƐĞǁŝƚŚ^ŝůĞŶƚůĞƌƚĞůƚůŝƉ;WD>EϳϮϵϲͿ͖ďĂƚƚĞƌǇŽŶůǇ >͗>ĞŐĂĐǇŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϰϬϬϬͬϲϬϬϬ͕yWZϯϬϬϬͬϱϬϬϬͬϳh^ sZ^/KE ϬϬϬĂŶĚ^>ϳϬϬϬƐĞƌŝĞƐ ͗ŶŚĂŶĐĞĚŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϯϬϬϬĞͬϱϬϬϬĞͬϳϬϬϬĞ͕^>ϳϬϬϬĞƐĞƌŝĞƐĂŶĚ^>ϯϱϬϬĞ >Ͳ͗ƉƉůŝĐĂďůĞƚŽďŽƚŚ>ĞŐĂĐǇĂŶĚŶŚĂŶĐĞĚƌĂĚŝŽƐ DKdKdZK Z^>>ZWZ/^ ,Z'Z^Θ^^KZ/^ ϬϬͬϯϯϬϬĞyWZϯϱϱϬ ͬ ^>ϯϱϬϬĞ yWZϲϭϬϬ yWZϲϯϱϬyWZϲϱϱϬ yWZϲϯϴϬyWZϲϱϴϬ ϱϬͬϳϯϱϬĞyWZϳϱϱϬ ͬϴϬͬϳϯϴϬĞyWZϳϱϴϬ ͬ ^>ϳϱϱϬ^>ϳϱϱϬĞ ϴϬͬϳϱϴϬĞ^>ϳϱϵϬͬϳ DK>EhDZ ^Z/Wd/KE D^ZW >Ͳ >Ͳ ϮϱϬϬϵϮϵϴϬϬϭ DŝĐƌŽͲh^ŚĂƌŐĞƌ͕^ǁŝƚĐŚDŽĚĞ͕>ŽǁEŽŝƐĞ͕ϱt͕h^ͬE ΨϮϭ͘ϬϬ >Ͳ >Ͳ ϯϬϬϰϮϬϵdϬϯ DƵůƚŝhŶŝƚŚĂƌŐĞƌWŽǁĞƌŽƌĚ Ψϳ͘ϬϬ >Ͳ>>>>Ͳ>Ͳ E>Eϳϵϲϳ tĂůůDŽƵŶƚ<ŝƚĨŽƌDƵůƚŝͲhŶŝƚŚĂƌŐĞƌ ΨϮϭ͘ϬϬ >Ͳ>>>>Ͳ>Ͳ EEdEϳϯϵϮ /DWZ^ΡĂƚƚĞƌǇZĞĂĚĞƌ;EŽƚĞ͗dŚŝƐĚĞǀŝĐĞĚŽĞƐŶŽƚĐŚĂƌŐĞďĂƚƚĞƌŝĞƐͿ ΨϮϱϬ͘ϬϬ >Ͳ>>>>Ͳ>Ͳ EEdEϳϲϭϲ /DWZ^sĞŚŝĐƵůĂƌŚĂƌŐĞƌ Ψϰϭϴ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ >Ͳ WDWEϰϭϳϰ ^ŝŶŐůĞƵŶŝƚŚĂƌŐĞƌ͕ϭϮϬs͕Eͬ>͕ĐŽŵƉůŝĂŶƚ Ψϳϲ͘ϬϬ >Ͳ>>>>Ͳ>Ͳ EEdEϴϱϮϱ DKdKdZKdƌĂǀĞůŚĂƌŐĞƌ Ψϵϱ͘ϬϬ >Ͳ >Ͳ WD>Eϲϲϴϳ ^ƚĂŶĚĂƌĚDƵůƚŝͲhŶŝƚŚĂƌŐĞƌ ΨϮϯϱ͘ϬϬ >Ͳ >Ͳ WD>EϲϳϬϭ ^ƚĂŶĚĂƌĚdƌŝͲhŶŝƚŚĂƌŐĞƌ Ψϳϭ͘ϬϬ WD>EϳϭϬϭ ^ƚĂŶĚĂƌĚDƵůƚŝͲhŶŝƚŚĂƌŐĞƌ͕h^ͬE ΨϮϮϱ͘ϬϬ WD>EϳϭϬϵ ^ƚĂŶĚĂƌĚ^ŝŶŐůĞͲhŶŝƚŚĂƌŐĞƌ͕h^ͬE Ψϰϱ͘ϬϬ >Ͳ >Ͳ WDWEϰϬϬϵ ^ƚĂŶĚĂƌĚDŝĐƌŽͲh^^ŝŶŐůĞͲhŶŝƚZĂƉŝĚ ΨϮϲ͘ϬϬ >Ͳ >Ͳ WDWEϰϬϮϳ dƌĂǀĞůĐŚĂƌŐĞƌ͕^DW^͕D/ZKh^ͲE Ψϭϱ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ Z>EϱϯϴϮ /DWZ^Ρ͕ŚĂƌŐĞƌŝƐƉůĂǇDŽĚƵůĞͲƌĞƚƌŽĨŝƚĂďůĞŽŶ/DWZ^ΡDƵůƚŝͲhŶŝƚŚĂƌŐĞƌƐ Ψϵϱ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ WDWEϰϮϴϰ /DWZ^ϲƉŽĐŬĞƚ͕ϭĚŝƐƉůĂǇĐŚĂƌŐĞƌ;ƐƵŐŐĞƐƚĞĚƌĞƉůĂĐĞŵĞŶƚĨŽƌtW>EϰϮϭϮĂŶĚtW>EϰϮϭϵͿ Ψϲϱϱ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ ZϬϬϬϮϳϮϬϭ Z<d͕t>>DKhEdĨŽƌWDWEϰϮϴϰ Ψϰϰ͘ϬϬ

/DWZ^Ρ͗dŚĞ/DWZ^ƐŵĂƌƚĞŶĞƌŐǇƐǇƐƚĞŵĞŶƐƵƌĞƐŵĂǆŝŵƵŵƚĂůŬͲƚŝŵĞĂŶĚŽƉƚŝŵŝǌĞĚďĂƚƚĞƌǇĐǇĐůĞůŝĨĞƚŚƌŽƵŐŚƚŚĞƵƐĞŽĨŝƚƐĂĚǀĂŶĐĞĚĐŚĂƌŐŝŶŐƚĞĐŚŶŽůŽŐǇĂŶĚĂƵƚŽŵĂƚŝĐƌĞĐŽŶĚŝƚŝŽŶŝŶŐĨĞĂƚƵƌĞƐ͕ǁŚĞŶƵƐĞĚǁŝƚŚ/DWZ^ďĂƚƚĞƌŝĞƐ͘ ΎtŚĞŶƵƐĞĚǁŝƚŚ/DWZ^ďĂƚƚĞƌŝĞƐ͕/DWZ^ĚŝƐƉůĂǇĐŚĂƌŐĞƌƐŝŶĚŝĐĂƚĞĐŚĂƌŐĞĐĂƉĂĐŝƚǇŝŶŵŚ͕ƉĞƌĐĞŶƚĂŐĞŽĨƌĂƚĞĚĐĂƉĂĐŝƚǇ͕ďĂƚƚĞƌǇƐĞƌŝĂůŶƵŵďĞƌ͕ĐŚĂƌŐĞƐƚĂƚƵƐ͕ǀŽůƚĂŐĞ͕ŬŝƚŶƵŵďĞƌ͕ĞǆƉĞĐƚĞĚĨƵůůĐŚĂƌŐĞĐĂƉĂĐŝƚǇΘŵŽƌĞ͘ z >͗>ĞŐĂĐǇŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϰϬϬϬͬϲϬϬϬ͕yWZϯϬϬϬͬϱϬϬϬͬϳh^ sZ^/KE ϬϬϬĂŶĚ^>ϳϬϬϬƐĞƌŝĞƐ ͗ŶŚĂŶĐĞĚŵŽĚĞůƐͲƉƉůŝĐĂďůĞƚŽyWZϯϬϬϬĞͬϱϬϬϬĞͬϳϬϬϬĞ͕^>ϳϬϬϬĞƐĞƌŝĞƐĂŶĚ^>ϯϱϬϬĞ >Ͳ͗ƉƉůŝĐĂďůĞƚŽďŽƚŚ>ĞŐĂĐǇĂŶĚŶŚĂŶĐĞĚƌĂĚŝŽƐ DKdKdZK Z^>>ZWZ/^ ,^d^ ϬϬͬϯϯϬϬĞyWZϯϱϱϬ ͬh>yWZϯϬϬϬ^ĞƌŝĞƐ ^>ϯϱϬϬĞ yWZϲϭϬϬ yWZϲϯϱϬyWZϲϱϱϬ yWZϲϯϴϬyWZϲϱϴϬ ϱϬͬϳϯϱϬĞyWZϳϱϱϬ ϴͬϬͬϳϯϴϬĞyWZϳϱϴϬ ͬ^>ϳϱϱϬ^>ϳϱϱϬĞ ϴϬͬϳϱϴϬĞ^>ϳϱϵϬͬ ϳh>yWZϳϬϬϬ^ĞƌŝĞƐ DK>EhDZ ^Z/Wd/KE D^ZW Z^>>Z >>>>Ͳ >Ͳ z WD>EϱϬϵϲ Ͳ^ƚǇůĞĂƌƐĞƚǁŝƚŚŽŽŵDŝĐͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϲϯ͘ϲϬ >>>>Ͳ>Ͳ WD>EϱϭϬϭ dĞŵƉůĞdƌĂŶƐĚƵĐĞƌͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϮϱϬ͘ϴϬ >>>>Ͳ >Ͳ z WD>EϱϭϬϮ hůƚƌĂ>ŝŐŚƚǁĞŝŐŚƚ,ĞĂĚƐĞƚͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϴϴ͘ϱϴ z >>>>Ͳ >Ͳ WD>EϱϮϳϱΎ ,ĞĂǀǇͲƵƚǇ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞZĞĚƵĐƚŝŽŶ Ψϱϯϯ͘ϱϬ >>>>Ͳ>Ͳ Zyϰϲϰϴ ZĞƉůĂĐĞŵĞŶƚ&ŽĂŵĂƌƉĂĚĂŶĚtŝŶĚƐĐƌĞĞŶ Ψϳ͘ϮϬ >>>>Ͳ>Ͳ WD>EϲϴϱϮ ,ĞĂǀǇƵƚǇĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϯϯϬ͘ϬϬ >>>>Ͳ>Ͳ WD>Eϳϰϲϲ ,ĞĂǀǇƵƚǇKǀĞƌͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϯϯϬ͘ϬϬ >Ͳ >Ͳ z WD>Eϲϴϱϯ ,ĞĂǀǇƵƚǇĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϰϰϮ͘ϵϬ >Ͳ >Ͳ z WD>Eϳϰϲϳ ,ĞĂǀǇƵƚǇKǀĞƌͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϰϰϮ͘ϵϬ >>>>Ͳ>Ͳ Z>EϲϰϵϬ yd,ĞĂĚƐĞƚdE͕,ĞĂǀǇƵƚǇ,ĞĂĚƐĞƚ͕d Ψϲϵϵ͘ϬϬ >>>>Ͳ>Ͳ Z>Eϲϰϵϭ yd,ĞĂĚƐĞƚ,͕,ĞĂǀǇƵƚǇ,ĞĂĚƐĞƚ͕d Ψϲϵϵ͘ϬϬ >>>>Ͳ>Ͳ Z>Eϲϰϵϱ ŽŽŵDŝĐĨŽƌyd,ĞĂĚƐĞƚ;ƌĞƉůĂĐĞŵĞŶƚƉĂƌƚͿ Ψϭϱϳ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϲϰϵϲ ŽŽůŝŶŐWĂĚƐĨŽƌyd,ĞĂĚƐĞƚ;ƌĞƉůĂĐĞŵĞŶƚƉĂƌƚͿ ΨϭϬ͘ϬϬ >>>>Ͳ>Ͳ Z>Eϲϰϵϳ ,ǇŐŝĞŶĞŬŝƚĨŽƌyd,ĞĂĚƐĞƚ;ƌĞƉůĂĐĞŵŶƚƉĂƌƚͿ Ψϭϭ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϲϰϵϴ hŶŝǀĞƌƐĂůϱsW^hĨŽƌyd,ĞĂĚƐĞƚ;ƌĞƉůĂĐĞŵĞŶƚƉĂƌƚͿ Ψϰϱ͘ϬϬ >Ͳ WD>EϲϳϲϬ ,ĞĂǀǇƵƚǇĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϯϯϬ͘ϬϬ >Ͳ Ǉ WD>Eϲϳϲϯ ,ĞĂǀǇƵƚǇĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ͕d/ϰϵϱϬ ΨϰϰϮ͘ϵϬ >Ͳ WD>Eϳϰϲϰ ,ĞĂǀǇƵƚǇKǀĞƌͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ ΨϯϯϬ͘ϬϬ >Ͳ Ǉ WD>Eϳϰϲϱ ,ĞĂǀǇƵƚǇĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ͕d/ϰϵϱϬ ΨϰϰϮ͘ϵϬ >>>>Ͳ >Ͳ z ZDEϱϬϱϴ >ŝŐŚƚǁĞŝŐŚƚ,ĞĂĚƐĞƚͲ/ŶƚƌŝŶƐŝĐĂůůǇ^ĂĨĞ;&DͿ ΨϵϮ͘ϳϬ >>>>Ͳ>Ͳ ZDEϱϭϯϳ ϯDWĞůƚŽƌDd^ĞƌŝĞƐϮͲtĂǇŽŵŵ,ĞĂĚƐĞƚ͕Ddϳ,ϳϵ,ĞĂĚďĂŶĚ ΨϰϰϬ͘Ϯϲ >>>>Ͳ>Ͳ ZDEϱϭϯϴ ϯDWĞůƚŽƌDd^ĞƌŝĞƐϮͲtĂǇŽŵŵ,ĞĂĚƐĞƚ͕Ddϳ,ϳϵEĞĐŬďĂŶĚ ΨϰϰϬ͘Ϯϲ >>>>Ͳ>Ͳ ZDEϱϭϯϵ ϯDWĞůƚŽƌDd^ĞƌŝĞƐϮͲtĂǇŽŵŵ,ĞĂĚƐĞƚ͕Ddϳ,ϳϵWϯͲ,ĂƌĚ,ĂƚƚƚĂĐŚŵĞŶƚ ΨϰϰϬ͘Ϯϲ >Ͳ >Ͳ ZDEϰϬϱϮ ,^d͕dd/>tͬKKDD/;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ Ψϯϰϵ͘ϱϬ >>>>Ͳ>Ͳ ZDEϰϬϱϳ ,d^ĞƌŝĞƐ>ŝƐƚĞŶKŶůǇ,ĂƌĚ,ĂƚƚƚĂĐŚĞĚ,ĞĂĚƐĞƚǁŝƚŚϯ͘ϱƚŚƌĞĂĚĞĚĐŽŶŶĞĐƚŽƌ ΨϭϯϬ͘ϱϬ >>>>Ͳ>Ͳ ZDEϰϬϱϲ ,d^ĞƌŝĞƐ>ŝƐƚĞŶKŶůǇKǀĞƌͲdŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚϯ͘ϱŵŵƚŚƌĞĂĚĞĚĐŽŶŶĞĐƚŽƌ ΨϭϯϬ͘ϱϬ >Ͳ > > > >Ͳ >Ͳ ZDEϱϭϯϯ ,d^ĞƌŝĞƐ>ŝƐƚĞŶKŶůǇ,ĂƌĚ,ĂƚƚƚĂĐŚĞĚ,ĞĂĚƐĞƚǁŝƚŚϯ͘ϱŵŵEKEƚŚƌĞĂĚĞĚĐŽŶŶĞĐƚŽƌ ΨϭϯϮ͘Ϭϵ >Ͳ > > > >Ͳ >Ͳ ZDEϱϭϯϮ ,d^ĞƌŝĞƐ>ŝƐƚĞŶKŶůǇEĞĐŬďĂŶĚ,ĞĂĚƐĞƚǁŝƚŚϯ͘ϱŵŵEKEƚŚƌĞĂĚĞĚĐŽŶŶĞĐƚŽƌ ΨϭϯϮ͘Ϭϵ >Ͳ >Ͳ ZDEϱϭϯϱ ϯDW>dKZdd/>WZKϮͲtzKDD,^dDdϭϱ,ϳͲϬϳͲϯϰ^s͕E<E;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ Ψϯϰϵ͘ϱϬ >Ͳ >Ͳ ZDEϰϬϱϯ dd/>,Z,dDKhEd,^dtͬKKD;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ Ψϯϰϵ͘ϱϬ >Ͳ > > > >Ͳ >Ͳ ZDEϰϬϱϱ ,d^ĞƌŝĞƐ>ŝƐƚĞŶKŶůǇKǀĞƌͲdŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚϯ͘ϱŵŵEKEƚŚƌĞĂĚĞĚĐŽŶŶĞĐƚŽƌ Ψϭϰϲ͘ϳϳ >>>>Ͳ>Ͳ ZDEϰϬϱϯ dĂĐƚŝĐĂůWƌŽ^ĞƌŝĞƐ,ĂƌĚ,ĂƚƚƚĂĐŚĞĚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ Ψϯϰϵ͘ϱϬ >>>>Ͳ>Ͳ ZDEϱϭϯϱ dĂĐƚŝĐĂůWƌŽ^ĞƌŝĞƐEĞĐŬďĂŶĚ,ĞĂĚƐĞƚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ Ψϯϰϵ͘ϱϬ >>>>Ͳ>Ͳ ZDEϰϬϱϮ dĂĐƚŝĐĂůWƌŽ^ĞƌŝĞƐKǀĞƌͲdŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ Ψϯϰϵ͘ϱϬ >>>>Ͳ>Ͳ ZDEϰϬϱϭ Dd^ĞƌŝĞƐ,ĂƌĚ,ĂƚƚƚĂĐŚĞĚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ ΨϮϲϵ͘ϭϬ >>>>Ͳ>Ͳ Z>Eϲϰϳϳ Dd^ĞƌŝĞƐEĞĐŬďĂŶĚ,ĞĂĚƐĞƚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ ΨϮϲϵ͘ϭϬ >>>>Ͳ>Ͳ WD>EϲϬϴϴ Dd^ĞƌŝĞƐKǀĞƌͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚǁŝƚŚEĞǆƵƐĐŽŶŶĞĐƚŽƌ;ƌĞƋƵŝƌĞƐĂĚĂƉƚĞƌWD>EϲϬϵϱͿ ΨϮϲϵ͘ϭϬ >Ͳ >Ͳ WD>EϲϬϵϱ h/KWdZ͕/EͲ>/EWddWdZ͕'/ ΨϮϴϰ͘ϭϭ >>>>Ͳ>Ͳ WD>EϲϴϯϬ dĂĐƚŝĐĂůZĞŵŽƚĞZŝŶŐWdd;&ŽƌƵƐĞǁŝƚŚŝŶƚĞƌĨĂĐĞŵŽĚƵůĞWD>EϲϴϮϳͿ ΨϱϮ͘ϬϬ >>>>Ͳ>Ͳ WD>Eϲϳϲϳ dĂĐƚŝĐĂůZĞŵŽƚĞŽĚǇWdd;&ŽƌƵƐĞǁŝƚŚŝŶƚĞƌĨĂĐĞŵŽĚƵůĞWD>EϲϴϮϳͿ ΨϭϴϮ͘ϬϬ >>>>Ͳ>Ͳ WD>Eϲϴϯϯ dĂĐƚŝĐĂůdĞŵƉůĞdƌĂŶƐĚƵĐĞƌǁŝƚŚEŽŝƐĞͲĂŶĐĞůŝŶŐďŽŽŵŵŝĐƌŽƉŚŽŶĞ;ZĞƋƵŝƌĞƐŝŶƚĞƌĨĂĐĞŵŽĚƵůĞWD>EϲϴϮϳͿ ΨϯϮϰ͘ϬϬ >>>>Ͳ>Ͳ WD>EϲϴϮϳ dĂĐƚŝĐĂůWdd/ŶƚĞƌĨĂĐĞDŽĚƵůĞ ΨϮϯϰ͘ϬϬ

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Ψϰϴ͘ϱϬ >Ͳ z WD>EϳϮϳϬ :,5(6859(,//$1&(.,7:48,&.',6&211(&7&/($5$&2867,&78%(%(,*( Ψϰϴ͘ϱϬ >Ͳ z WD>Eϲϳϱϰ ,035(6:LUH6XUYHLOODQFH.LWZLWKTXLFNGLVFRQQHFWWUDQVOXFHQWWXEHEODFN ΨϭϯϬ͘ϬϬ >Ͳ z WD>Eϲϳϱϱ ,035(6:LUH6XUYHLOODQFH.LWZLWKTXLFNGLVFRQQHFWWUDQVOXFHQWWXEH%HLJH ΨϭϯϬ͘ϬϬ >Ͳ z WD>EϱϳϮϳ ĂƌƉŝĞĐĞ/ŶůŝŶĞDŝĐƌŽƉŚŽŶĞͬWdd͕^ǁŝǀĞů͕DĂŐKŶĞ Ψϯϲ͘ϬϬ >Ͳ z WD>EϱϳϯϮ ĂƌƐĞƚǁͬŽŽŵDŝĐƌŽƉŚŽŶĞ͕DĂŐKŶĞ ΨϯϬ͘ϬϬ >Ͳ WD>Eϳϭϱϲ DĂŐKŶĞĂƌďƵĚǁŝƚŚŝŶͲůŝŶĞŵŝĐƌŽƉŚŽŶĞĂŶĚƉƵƐŚͲƚŽͲƚĂůŬ ΨϮϬ͘ϬϬ y >Ͳ z WD>Eϱϳϯϯ DĂŐKŶĞĂƌďƵĚǁŝƚŚŝŶůŝŶĞŵŝĐƌŽƉŚŽŶĞĂŶĚWdd ΨϮϬ͘ϬϬ 8/ >Ͳ >Ͳ WD>Eϳϭϱϳ ϮͲtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁŝƚŚƚƌĂŶƐůƵĐĞŶƚƚƵďĞ͕ďůĂĐŬ Ψϰϯ͘ϬϬ >Ͳ >Ͳ WD>Eϳϭϱϴ 6859($53,(&(,1/,1(0,& 377 ΨϰϬ͘ϬϬ >Ͳ >Ͳ WD>Eϳϭϴϵ 6:,9(/($53,(&(,1/,1(0,& 377 ΨϮϵ͘ϬϬ >Ͳ >Ͳ WD>Eϳϭϱϵ $GMXVWDEOH'VW\OHHDUSLHFHZLWKLQOLQHPLFURSKRQHDQGSXVKWRWDONEODFN Ψϰϯ͘ϬϬ >> WD>EϱϵϵϯΎΎ DKdKdZKtŝƌĞůĞƐƐĚĂƉƚĞƌ&D ΨϳϮ͘ϬϬ >Ͳ >Ͳ WD>EϲϬϰϳ ƵĚŝŽĚĂƉƚĞƌtŝƚŚDŽůĞǆ:ĂĐŬ ΨϭϭϬ͘ϬϬ >>>>Ͳ>Ͳ WD>EϲϬϵϱ ƵĚŝŽĚĂƉƚĞƌ͕/ŶͲ>ŝŶĞWddĚĂƉƚĞƌ͕'/ ΨϮϴϰ͘ϭϭ >>>>Ͳ >Ͳ z WD>EϲϭϮϯ /DWZ^ϯtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ǁŝƚŚdƌĂŶƐůƵĐĞŶƚdƵďĞ͕ůĂĐŬͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϭϳϴ͘ϭϵ >>>>Ͳ >Ͳ z WD>EϲϭϮϰ /DWZ^ϯtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ǁŝƚŚdƌĂŶƐůƵĐĞŶƚdƵďĞ͕ĞŝŐĞͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϭϳϴ͘ϭϵ >>>>Ͳ >Ͳ z WD>EϲϭϮϱ ZĞĐĞŝǀĞKŶůǇ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ůĂĐŬ;ƐŝŶŐůĞǁŝƌĞͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϰϭ͘ϮϬ >>>>Ͳ >Ͳ z WD>EϲϭϮϲ ZĞĐĞŝǀĞKŶůǇ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ĞŝŐĞ;ƐŝŶŐůĞǁŝƌĞͿͲ&Dͬh>ƉƉƌŽǀĞĚ Ψϰϭ͘ϮϬ >>>>Ͳ >Ͳ z WD>EϲϭϮϳ /DWZ^ϮtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ůĂĐŬͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬϴ͘ϭϱ >>>>Ͳ >Ͳ z WD>EϲϭϮϴ /DWZ^ϮtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚ͕ĞŝŐĞͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϬϴ͘ϭϱ >>>>Ͳ >Ͳ z WD>EϲϭϮϵ /DWZ^ϮtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁͬdƌĂŶƐůƵĐĞŶƚƚƵďĞͲůĂĐŬͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϮϱ͘ϲϲ >>>>Ͳ >Ͳ z WD>EϲϭϯϬ /DWZ^ϮtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁͬdƌĂŶƐůƵĐĞŶƚƚƵďĞͲĞŝŐĞͲ&Dͬh>ƉƉƌŽǀĞĚ ΨϭϮϱ͘ϲϲ >>>>Ͳ >Ͳ z EEdEϴϰϱϵ ϭͲtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚǁŝƚŚƚƌĂŶƐůƵĐĞŶƚƚƵďĞ͕ďůĂĐŬ Ψϲϭ͘ϴϬ >Ͳ z WD>Eϲϲϯϱ >ŝŐŚƚǁĞŝŐŚƚKǀĞƌͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚ͕^ŝŶŐůĞDƵĨĨ͕/ŶͲůŝŶĞWddĂŶĚŽŽŵDŝĐ Ψϴϴ͘ϱϬ >Ͳ z WD>Eϲϳϲϭ hůƚƌĂͲ>ŝƚĞĞŚŝŶĚͲƚŚĞͲ,ĞĂĚ,ĞĂĚƐĞƚ Ψϯϳ͘ϬϬ >Ͳ WD>Eϲϳϱϵ /DWZ^dĞŵƉůĞdƌĂŶƐĚƵĐĞƌǁŝƚŚďŽŽŵŵŝĐƌŽƉŚŽŶĞĂŶĚŝŶͲůŝŶĞƉƵƐŚͲƚŽͲƚĂůŬ ΨϮϮϱ͘ϬϬ > > > >Ͳ>Ͳ>Ͳ>Ͳ WD>EϳϬϱϮ ϭͲtŝƌĞ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚĨŽƌKtͬDt ΨϱϮ͘ϬϬ >>>>Ͳ>Ͳ Z>EϰϳϲϬ ^ŵĂůůƵƐƚŽŵĂƌƉŝĞĐĞ͕ZŝŐŚƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϰϳϲϭ DĞĚŝƵŵƵƐƚŽŵĂƌƉŝĞĐĞ͕ZŝŐŚƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ >>>>Ͳ>Ͳ Z>EϰϳϲϮ >ĂƌŐĞƵƐƚŽŵĂƌƉŝĞĐĞ͕ZŝŐŚƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϰϳϲϯ ^ŵĂůůƵƐƚŽŵĂƌƉŝĞĐĞ͕>ĞĨƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϰϳϲϰ DĞĚŝƵŵƵƐƚŽŵĂƌƉŝĞĐĞ͕>ĞĨƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ >>>>Ͳ>Ͳ Z>Eϰϳϲϱ >ĂƌŐĞƵƐƚŽŵĂƌƉŝĞĐĞ͕>ĞĨƚĂƌĨŽƌ^ƵƌǀĞŝůůĂŶĐĞ<ŝƚƐ ΨϮϬ͘ϱϬ ZĞĐĞŝǀĞͲKŶůǇĂƌƉŝĞĐĞǁŝƚŚƚƌĂŶƐůƵĐĞŶƚƚƵďĞ͕ƌƵďďĞƌĞĂƌƚŝƉĂŶĚϯ͘ϱŵŵƉůƵŐ;ĨŽƌƵƐĞǁŝƚŚZĞŵŽƚĞ^ƉĞĂŬĞƌDŝĐƌŽƉŚŽŶĞͲ&Dͬh> >Ͳ z >>>>Ͳ >Ͳ z Z>Eϰϵϰϭ ƉƉƌŽǀĞĚ Ψϳϭ͘Ϭϳ >Ͳ >Ͳ z Z>Eϱϯϭϯ ϭͲtŝƌĞĂƌƉŝĞĐĞǁŝƚŚůĞĂƌĐŽƵƐƚŝĐdƵďĞ͕ůĂĐŬ͕ϯ͘ϱϱŵŵƚŚƌĞĂĚĞĚ Ψϱϰ͘ϬϬ >Ͳ > > > >Ͳ WD>EϳϱϲϬ ZĞĐĞŝǀĞKŶůǇĂƌƉŝĞĐĞǁŝƚŚƚƌĂŶƐůƵĐĞŶƚƚƵďĞĂŶĚƌƵďďĞƌĞĂƌƚŝƉ Ψϱϴ͘ϬϬ >>>>Ͳ>Ͳ Z>Eϱϴϴϲ ^ƵƌǀĞŝůůĂŶĐĞ>ŽǁEŽŝƐĞ<ŝƚ;ŝŶĐůƵĚĞƐ;ϭͿƌƵďďĞƌĞĂƌƚŝƉĨŽƌůŽǁŶŽŝƐĞĞŶǀŝƌŽŶŵĞŶƚƐͿ ΨϮϬ͘ϬϬ >>>>Ͳ>Ͳ Z>Eϱϴϴϳ ^ƵƌǀĞŝůůĂŶĐĞǆƚƌĞŵĞEŽŝƐĞ<ŝƚ;ŝŶĐůƵĚĞƐ;ϮͿĨŽĂŵĞĂƌƉůƵŐƐĨŽƌŚŝŐŚŶŽŝƐĞĞŶǀŝƌŽŶŵĞŶƚƐͿ ΨϯϮ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ >Ͳ >Ͳ Z>EϲϮϰϮ >ŽǁEŽŝƐĞ<ŝƚǁŝƚŚƚƌĂŶƐůƵĐĞŶƚƚƵďĞĂŶĚϭĐůĞĂƌƌƵďďĞƌĞĂƌƚŝƉ Ψϳ͘ϵϬ >Ͳ >Ͳ >Ͳ ϲϳϬϬϵϮϱϰϬϬϭ ZĞƉůĂĐĞŵĞŶƚƐƚĂŶĚĂƌĚĐůĞĂƌƌƵďďĞƌĞĂƌƚŝƉ͘WĂĐŬŽĨϭϬ;ƌĞƉůĂĐĞŵĞŶƚĨŽƌWD>EϱϳϮϰͬWD>EϱϳϮϲĂŶĚWD>EϱϵϱϳͿ Ψϵ͘ϵϱ >>>>Ͳ>Ͳ Z>EϲϮϴϬ ZĞƉůĂĐĞŵĞŶƚ^ƚĂŶĚĂƌĚĂƌƉŝĞĐĞͲŝĞŐĞ Ψϭϰ͘ϬϬ >>>>Ͳ>Ͳ Z>EϲϮϴϮ ZĞƉůĂĐĞŵĞŶƚĂƌdŝƉƐ͕ůĞĂƌͲWĂĐŬŽĨϱϬ;ĨŽƌƵƐĞǁŝƚŚZ>EϱϴϴϲͿ Ψϰϱ͘Ϯϱ >Ͳ >Ͳ >Ͳ >Ͳ >Ͳ Z>EϲϱϬϬ ůƵĞƚŽŽƚŚĐĐĞƐƐŽƌǇ<ŝƚǁŝƚŚEWŽǁĞƌ^ƵƉƉůǇ Ψϵϵ͘ϬϬ > > > >Ͳ>Ͳ>Ͳ>Ͳ Z>Eϲϱϱϲ ůƵĞƚŽŽƚŚĐĐĞƐƐŽƌǇ<ŝƚǁŝƚŚĨůĞǆŝďůĞĞĂƌƉŝĞĐĞ͕ůƵĞƚŽŽƚŚƉŽĚ͕ĂŶĚĐŚĂƌŐŝŶŐĐƌĂĚůĞǁŝƚŚƉŽǁĞƌƐƵƉƉůǇ Ψϵϵ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ Z>EϲϱϱϬ tŝƌĞůĞƐƐĂƌƉŝĞĐĞ͕ůƵĞƚŽŽƚŚĐĐĞƐƐŽƌǇ<ŝƚDƵůƚŝ;WĂĐŬŽĨϯWD>EϲϯϵϳͿ Ψϵϵ͘ϬϬ > > > >Ͳ>Ͳ>Ͳ>Ͳ WD>EϳϮϬϯ &ůĞǆŝďůĞ&ŝƚ^ǁŝǀĞůĂƌƉŝĞĐĞǁŝƚŚŽŽŵDŝĐƌŽƉŚŽŶĞDƵůƚŝͲWĂĐŬ;ϯƉĂĐŬͿ Ψϰϭ͘ϬϬ >Ͳ>Ͳ>Ͳ>Ͳ WD>Eϳϴϱϭ KWZd/KE>Z/d/>t/Z>^^ZW/Wdd Ψϱϵ͘ϬϬ >Ͳ > > > >Ͳ >Ͳ Z>Eϲϱϭϭ WϳͲ^D^ŽŶŝĐĞĨĞŶĚĞƌƐhůƚƌĂĂƌƉůƵŐƐ ΨϮϴ͘ϱϬ >Ͳ > > > >Ͳ >Ͳ Z>EϲϱϭϮ WϳͲD^ŽŶŝĐĞĨĞŶĚĞƌƐhůƚƌĂĂƌƉůƵŐƐ ΨϮϴ͘ϱϬ >Ͳ > > > >Ͳ >Ͳ Z>Eϲϱϭϯ WϳͲ>'^ŽŶŝĐĞĨĞŶĚĞƌƐhůƚƌĂĂƌƉůƵŐƐ ΨϮϴ͘ϱϬ >Ͳ z WD>Eϲϳϱϳ ĚũƵƐƚĂďůĞͲƐƚǇůĞĞĂƌƉŝĞĐĞǁŝƚŚŝŶͲůŝŶĞŵŝĐƌŽƉŚŽŶĞĂŶĚƉƵƐŚͲƚŽͲƚĂůŬ͕ďůĂĐŬ Ψϰϲ͘ϬϬ >Ͳ z >>>>Ͳ >Ͳ z tEϰϭϵϬ ZĞĐĞŝǀĞͲKŶůǇ&ůĞǆŝďůĞĂƌƉŝĞĐĞǁŝƚŚϯ͘ϱŵŵƉůƵŐƚŽďĞƵƐĞĚǁͬƚŚĞZĞŵŽƚĞ^ƉĞĂŬĞƌDŝĐƌŽƉŚŽŶĞ Ψϰϰ͘Ϯϵ

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U.S. Avionics Retail Product & Price Catalog

April 2019

CONFIDENTIAL

All stated specifications are subject to change without notice or obligation. All Icom radios meet or exceed FCC regulations limiting spurious emissions. © 2019 Icom America Inc. The Icom logo is a registered trademark of Icom Inc. The IDAS™ name and logo are trademarks of Icom Inc. All other trademarks remain the property of their respective owners.

Contents Handhelds ...... 4 A16 ...... 5 A25 ...... 7 Mobiles / Panel Mounts ...... 9 A120 ...... 10 A220 ...... 13 Fixed Comms Infrastructure ...... 15 VE-PG3 ...... 16 X-BAND Air Repeater ...... 18 Discontinued Radios ...... 20 A14 ...... 21 A24 / A6 ...... 24

3 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 Handhelds

4 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A16 VHF Air Band Transceiver

SPECS ______

Frequencies: Tx 118.000-136.99166MHz Rx 108.000-136.99166MHz (Weather) 161.650-163.275MHz Output Power: 6.0W (PEP), 1.8W (carrier) Channels: 200 Channel Spacing: 8.33kHz/25kHz Display: LCD and keypad backlight Mode: AM (6K00A3E) FM (16K0G3E) Mil Spec: MIL 810 C,D,E,F, G Waterproof Rating: IP67/IP54 Weight: 9.1 oz (with BP280) Version: Communications Only Communications only with Bluetooth

FEATURES ______COMES WITH ______Compact, light weight and rugged body Battery (BP280) Large capacity Li-ion battery Charger (BC213) 1500mW loud audio for clear communications AC adapter (BC123SA) Bluetooth® version for hands-free operation Belt clip (MB133) LCD and key backlight for night time operation Antenna (FAB02AR) Compatible with third-party aviation headsets Handstrap Auto Noise Limiter (ANL) for noise reduction Owner’s manual Internal VOX capability Warranty: 3-Year BNC type antenna connector

5 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A16 VHF Air Band Transceiver

Configurations Model Description MSRP A16 Communications only airband handheld with full DTMF keypad $405.00 A16B Communications only airband handheld with Bluetooth and full DTMF keypad $480.00

Accessories Model Description MSRP

Antennas ANT SB Avionic switchbox $115.00 FAB02AR Standard antenna for Aviation handheld radios $37.00

Batteries BP280 Li-ion 7.2V 2280mAh battery $85.00

Belt Clips MB133 Alligator type belt clip $17.00 MB96N Swivel belt hanger to use with standard belt clip $37.00

Cables OPC515L DC power cable for single unit rapid chargers $26.00 OPC656 DC power cable for gang charger $12.00

Chargers AD130 Adapter cup that fits into the BC214 for the F1000/D series $23.00 BC123SA AC adapter for rapid chargers; 100-240V with US style plug $25.00 BC123SE AC adapter for rapid chargers; 100-240V with Euro style plug $26.00 BC157S AC adapter for gang chargers; 100-240V with US style plug $120.00 BC157SE AC adapter for gang chargers; 100-240V with Euro style plug $126.00 BC213 Rapid charger with a US plug for radios with the BP279/BP280 battery (BC-123SA included) $42.00 BC213NAC Rapid charger cup for radios with the BP279 battery (BC-123S not included) $26.00 BC214 Six bank charger with US plug AC adapter and cups installed $495.00 BC214E Six bank charger with EURO plug AC adapter and cups installed $495.00 BC214E Six unit charger for BP279/BP280 radios (includes AC adapter with Euro plug and cups installed) $495.00 CP23L 12V cigarette lighter cable for use with rapid chargers $35.00 MB130 Vehicle charger bracket holds rapid charger and requires cigarette lighter cable $83.00

Headsets PTT SW Avionic PTT switch. Plugs into your headset. $28.00 VS3 Bluetooth pendant earpiece microphone w/PTT $149.00

Microphones HM240 Waterproof aviation speaker mic (2-pin) $100.00

Software & Cables OPC478UC USB programming cable (2-pin connectors handhelds) $70.00

6 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 A25 VHF Air Band Transceiver

SPECS ______

Frequencies: Tx (COM) 118.000-136.975MHz Rx (COM,NAV) 108.000-136.975MHz (Weather) 161.650-163.275MHz Output Power: 6W typ. (PEP), 1.8W (CW) Channels: 200 (20 CH x 10 banks) Channel Spacing: 8.33/25KHz Mode: 6K00A3E, 5K60A3E (Weather) 16K0G3E Waterproof: IP57 dust-protection and waterproof Mil Spec: MIL 810 G Also meets equivalent MIL-STD- 810-C, -D, -E and -F Weight (approx): 12.0 oz Versions: Communications plus navigation Communications only

FEATURES ______Supplied Accessories ____ General Features: Antenna (FAB02AR) Battery pack (BP288) Easy to use interface with full keypad Battery case (BP289) 2.3” LCD Belt clip (MB133) Night mode option Headset adapter (OPC2379) “Flip-flop” channel recall Rapid charger (BC224 + BC123SA) Smart battery with detailed battery status Handstrap 121.5MHz emergency key Owner’s manual Weather channels Warranty: 3-Year Priority watch VFO scan, memory-channel scan, priority scan

Navigation Features:

Built-in Bluetooth® for hands-free operation Built-in GPS with waypoint NAV Store up to 10 flight plans and 300 waypoints Flight plans with Android™/iOS™ app Create flight plan Set Direct-to Nav Display flight information Display waypoint information VOR navigation functions CDI (course deviation indicator) OBS (omni bearing selector) TO-FROM indicator ABSS (automatic bearing set system) Near station function assists in accessing nearby ground stations

7 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A25 VHF Air Band Transceiver

Configurations Model Description MSRP A25C Communications only aviation handheld 6W with li-ion battery and rapid charger $715.00 A25C SPORT Communications only aviation handheld 6W and AA battery pack $505.00 A25N Communications plus navigation aviation handheld 6W $800.00

Accessories Model Description MSRP

Antennas FAB02AR Standard antenna for Aviation handheld radios $37.00

Batteries BP288 2350mAh li-ion 7.2V battery; IP57 $145.00 BP289 Battery case 6 x AA; IP54 $50.00

Belt Clips MB133 Alligator type belt clip $17.00 MB96N Swivel belt hanger to use with standard belt clip $37.00

Cables OPC2144 Right angle plug adapter cable to plug old straight pin connector headsets into (required to use $35.00 with OPC478 when programming radios) OPC2379 Headset adapter cable for A25 $95.00

Carrying Cases NCA25 Nylon case for the A25 $27.00

Chargers BC123SA AC adapter for rapid chargers; 100-240V with US style plug $25.00 BC123SE AC adapter for rapid chargers; 100-240V with Euro style plug $26.00 BC224 Rapid charger with BC123SA $65.00 BC224E Rapid charger with BC123SE (Euro plug) $65.00 CP20 Cigarette lighter cable with noise filter and DC-DC converter. Charges the BC167 with a $61.00 12V/24V cigarette lighter socket. MB130 Vehicle charger bracket holds rapid charger and requires cigarette lighter cable $83.00

Headsets VS3 Bluetooth pendant earpiece microphone w/PTT $149.00

Microphones HM231 Waterproof speaker microphone (A25) $105.00

Software & Cables CSA25 A25 programming software $85.00 OPC478UC USB programming cable (2-pin connectors handhelds) $70.00

8 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Mobiles / Panel Mounts

9 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A120 VHF Air Band Transceiver

SPECS ______Frequencies: 118.000-136.992MHz Output Power: 36W typ. (P.E.P.) Channels: 200 with 12 character channel names Channel Spacing: 8.33/25kHz LCD Display: Dot-matrix with alphanumeric icons & characters Waterproofing: IP54 dust protection & water resistant Mil Spec: 810 C, D, E, F, G Weight (approx): 3 lb 3 oz

FEATURES ______COMES WITH ______Active Noise Cancelling (ANC) reduces background noises Hand microphone (HM216) Optional Bluetooth® board to connect to Bluetooth® headsets DC power cable Program channels from the front panel Mounting bracket ON-hook scan Microphone hanger kit Dual watch Fuses Side tone function Owner’s manual Dual watch and priority scan functions Warranty: 2-Year Compatible with both 12V and 24V systems Power on password protection CI-V commands for external control Connect with other radio devices with the VEPG3 RoIP gateway

10 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A120 VHF Air Band Transceiver

Configurations Model Description MSRP A120 Airband mobile with 200 channels with open VFO, 8.33/25kHz $1,585.00 A120B A120 with 120V power supply and cabinet for base station $1,825.00 A120BE A120 with 220V power supply and cabinet for base station $1,860.00

Accessories Model Description MSRP

Antennas ANT SB Avionic switchbox $115.00 B ANT Base station antenna 118.8-126.8MHz with 50' 4" cable for Avionic mobile units. $365.00 K220A Aviation mobile antenna with a magnetic mount $75.00 K220C Aviation mobile antenna with a rooftop hole mount $60.00

Cables OPC2275 5m audio connection cable between the VEPG3 and the F5061/D series or A120 (RJ-45 $150.00 modular plug connector with speaker plug). OPC344 A110/A120 power cord $16.00

Encryption & Internal Modules UT133 Bluetooth unit $99.00

External Speakers SP30 20W large external speaker $110.00 SP35 5W external speaker with 3.5mm speaker jack and 2m cable $60.00

Headsets OPC871A Headset adapter A120/A110 $154.00 PTT SW Avionic PTT switch. Plugs into your headset. $28.00 VS3 Bluetooth pendant earpiece microphone w/PTT $149.00

Microphones HM216 Standard microphone for A120 $47.00 HM217 Microphone with built-in speaker and front panel includes up/down buttons and two $100.00 programmable buttons (P1/P2) SM26 Desktop microphone with monitor switch for mobile radios $90.00

Miscellaneous VEPG3 ROIP gateway $1,900.00 VEPG3E ROIP gateway with US & Euro style plugs in the box $1,450.00

Mounting Hardware MB99A Wall mounting bracket VEPG3/IP1000C $65.00

Power Supplies ICT ICO11 120V power supply and cabinet for base station use for A120 $200.00 ICT ICO11 220V 220V power supply and cabinet for control station use for A120 $230.00

Software & Cables CSA120 Programming software A120 $90.00

11 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 A120 VHF Air Band Transceiver

Accessories Model Description MSRP OPC478UC USB programming cable (2-pin connectors handhelds) $70.00 OPC592 Programming cloning cable for PC to radio (must use with OPC-478/UC) $17.00

12 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 A220 VHF Air Band Transceiver

SPECS ______Frequencies: TX/RX 8.33kHz 118.000-136.992MHz 25kHz 118.000-136.975MHz RX Weather channel 161.650-163.275MHz Frequency spacing: 8.33kHz/25kHz Output Power: 8W typical (carrier power) Channels: 20 regular memory 50 (10 Ch x 5 groups) group memory 10 GPS, 10 weather 10 auto stack memory Display: Organic light emitting diode (OLED) Mil Spec: 810 C, D, E & F Scan: VFO Weight (approx): 2.2 lb Versions: Radio without TSO approval Radio with TSO approval

FEATURES ______COMES WITH ______TSO version meets RTCA-160G requirements for use in strict environments. Mounting bracket kit The A220T can be used for a primary VHF radio in general aviation (part 23) Owner’s manual class aircraft and is accepted for ETSO approval under the TSO/ETSO Warranty: 2-Year reciprocal acceptance policy.

Automatic squelch function White OLED display with white key backlight Easy channel selection GPS memory function* 12V/24V DC power source Intercom functions D-sub 25-pin industry standard connector for easy installation Two types of menu mode: setting menu and configuration menu One touch access to 121.5MHz emergency frequency Side tone function for monitoring your voice with headset ANL (Automatic noise limiter) function reduces pulse type noise Remote control capability Time-out-timer PC programming capability* Dial lock and panel lock* Dual watch and priority watch functions

*Excludes TSO version

13 U.S. Avionics Retail: Product & Price Catalog SA1-3012.04.19 A220 VHF Air Band Transceiver

Configurations Model Description MSRP A220 Panel mount aviation radio $2,150.00 A220B Radio with PS80 04 power supply for base station option $3,630.00 A220M Radio with MB-53 for mobile mount $2,680.00 A220T TSO approved panel mount aviation radio $2,720.00

Accessories Model Description MSRP

Antennas B ANT Base station antenna 118.8-126.8MHz with 50' 4" cable for Avionic mobile units. $365.00 K220A Aviation mobile antenna with a magnetic mount $75.00 K220C Aviation mobile antenna with a rooftop hole mount $60.00

Cables OPC1529R Data cable (RS232 to 3.5mm) $41.00

External Speakers SP35 5W external speaker with 3.5mm speaker jack and 2m cable $60.00

Microphones HM176 Microphone for the A220/A210/A200/PS80 $185.00 SM30 Compact desktop microphone with low cut function $195.00 SM50 Desktop unidirectional microphone with up/down switches and low cut function $400.00

Mounting Hardware A200 TRAY Mounting tray for A200/A210/A220 $65.00 MB53 Mobile mounting bracket that includes HM176 microphone, SP35 external speaker, MBA-3 rear $500.00 panel adapter, and harness for A200/A210/A220 MBA3 Rear panel adapter with a card edge connector for the A220 $105.00

Power Supplies INSTALLATION Install radio into power supply $0.00 AVIONICS PS80 Power supply that includes the HM-176 & MBA-3 for A220/A210/A200 $1,245.00

Software & Cables CSA220 Programming software A220 $90.00

14 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Fixed Comms Infrastructure

15 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 VE-PG3 RoIP Gateway

SPECS ______Power Supply: 12V DC +/- 10%, max 1.1A Weight: 1.76lb

Interface LAN/WAN: RJ-45 connectors x 2 Ethernet Speed: 10BASE-T/100BASE-TX Telephone Set: RJ-11 connector x 1 Telephone Line: RJ-11 connector x 2 Repeater/Radio: Quick connector x 4 I/O or external equipment: Quick connector x 2 USB: Standard A x 2

FEATURES ______WARRANTY ______Converter Mode 1-Year x Interconnect between IP phone, analog phone and radio networks x Phone calls can be initiated by radio users Comes With ______

Bridge Mode: AC adapter x Site-to-site radio communication over an IP network x Site-to-multisite radio communication x Cross band, cross category connection

Common Features: x Optional RC-FS10 software for virtual PC dispatch station x Public address, siren, warning light and external equipment connections (IDAS only)

16 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Configurations Model Description MSRP VEPG3 ROIP gateway $1,900.00 VEPG3E ROIP gateway with US & Euro style plugs in the box $1,450.00

Accessories Model Description MSRP EXTWARR811 1 year extended warranty $65.00 EXTWARR812 2 year extended warranty $93.00 EXTWARR813 3 year extended warranty $130.00

Cables OPC2273 5m audio connection cable between the VEPG3 and the M604A (Waterproof 8-pin connector). $150.00 OPC2274 5m audio connection cable between the VEPG3 and the FR5000 series (D-SUB 25-pin $235.00 connector). For use only with systems that do not utilize tones or RAN’s for squelching. OPC2275 5m audio connection cable between the VEPG3 and the F5061/D series or A120 (RJ-45 $150.00 modular plug connector with speaker plug).

Chargers BC207S 12V / 3.5A AC adapter for VEPG3/IP1000C $85.00

Mounting Hardware MB VP3 Rack mounting shelf for VEPG3/IP1000C $100.00 MB99A Wall mounting bracket VEPG3/IP1000C $65.00

Remote Communication CT24 Digital voice converter (supplied with RCFS10 and works with VEPG3) $1,200.00 RCFS10 Remote Communicator software + CT-24 (digital voice converter unit - each IDAS system $1,820.00 requires 1 CT-24)

17 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 X-BAND Air Repeater Cross Band Airband AM/VHF FM or Airband AM/UHF FM

SPECS ______Frequencies: AV + 136-174MHz AV +, 400-470MHz Output Power: 50W (VHF), 45W (UHF) Channels: 128 channels, 8 zones Channel Spacing: UHF: 12.5kHz Airband: 25kHz/8.33kHz PLL Channel Spacing: 2.5, 3.125kHz Display: LCD with 8 character alphanumeric

FEATURES ______SIGNALING ______Full UHF & VHF analog & Airband AM interoperability CTCSS/DTCS decode Configured to auto switch from AC to DC 2/5 Tone Local controlled operation, can be used as a dual base unit MDC1200 Programmable actions when a matched tone is received: - Bell icon indication ON / OFF / Blink - Answer back calls WARRANTY ______- Beep sounds Radios: 2 years - Scan Start / Stop Parts: 1 year - Auto transmission - Stun / Kill functions (prevents use of a lost or stolen)

10 scanning lists and Normal / Priority scan Power ON password

18 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Configurations Model Description MSRP IAS X-BAND 50 AIR U Airband AM & UHF FM cross band repeater $3,495.00 IAS X-BAND 50 AIR V Airband AM & VHF FM cross band repeater $3,495.00

Accessories Model Description MSRP EXTWARRPT1 1 year extended warranty for a total 3 years $180.00 EXTWARRPT2 2 year extended warranty for a total 4 years $325.00 EXTWARRPT3 3 year extended warranty for a total 5 years $465.00

Cabinets IASMNT1030 30" (17RU) locking indoor cabinet $1,165.00 IASMNT1046 46" (26RU) locking indoor cabinet $2,280.00 IASMNT1060 60" (34RU) locking indoor cabinet $3,190.00

Microphones HM152 Standard microphone for low/mid range mobile radios $44.00 HM152T DTMF modular microphone for LM mobile radios $90.00 HM216 Standard microphone for A120 $47.00 HM217 Microphone with built-in speaker and front panel includes up/down buttons and two $100.00 programmable buttons (P1/P2) SM26 Desktop microphone with monitor switch for mobile radios $90.00

Racks IASMNT1028 28x19, 16U desktop 2-post rack; 350lb weight capacity $395.00 IASMNT1042 42x19 welded steel 2-post rack; 24U, 1,500lb weight capacity $750.00 IASMNT1063 63x19 welded steel 2-post rack; 63U, 1,500lb weight capacity $995.00 IASMNT1070 70x19 welded steel 2-post rack; 40U, 1,500lb weight capacity $1,025.00

Software & Cables CSF3021/F5021/F5011 F3021/5021/5011 series programming software $72.00 OPC1122U PC to mobile radio programming cloning cable with USB connector. $99.00 PROG-IAS Icom to program your system products $0.00

19 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Discontinued Radios

U.S. Avionics Retail: Product & Price Catalog 20 3012.04.19 A14 A14 is discontinued and no longer available from Icom. Icom does still sell the below compatible accessories.

SPECS ______

Frequencies: Tx (COM) 118.000-136.975MHz Rx (COM,NAV) 108.000-136.975MHz (Weather) 161.650-163.275MHz Output Power: 5.0/1.5W typ. (PEP/CW) Channels: 200 Channel Spacing: 25kHz Display: 8 character alphanumeric Mode: AM (6K00A3E) FM (16K0G3E) Mil Spec: MIL 810 C,D,E,F Waterproof Rating: IPX4 splash proof Weight: 12.3 oz (with BP232H)

FEATURES ______COMES WITH ______Made with the student pilot in mind Battery (BP232H) 700mW loud audio Charger (BC160) Compact, light weight and rugged body AC adapter (BC123SA) Large capacity Lithium-Ion battery pack Belt clip (MB94) Side tone function allows you to hear your own voice via a third party aviation Antenna (FAB02AR) headset Handstrap LCD backlight for night time operation Owner’s manual ANL (Auto Noise Limiter) for noise reduction Warranty: 3-Year Low battery indication and beep alert Adjustable microphone gain setting BNC type antenna connector Slide tone Tag scanning NOAA marine weather channels

21 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Accessories Model Description MSRP

Antennas ANT SB Avionic switchbox $115.00 FAB02AR Standard antenna for Aviation handheld radios $37.00

Batteries BP232H Li-ion 7.4V 2300mAh (typical capacity), 2250mAh (minimum value) $75.00 BP261 Battery case that holds 6 AA alkaline batteries $73.00

Belt Clips MB93 Swivel belt clip $11.00 MB94 Alligator belt clip $10.50 MB94R Alligator belt clip with long clip that angles the antenna/top of radio off the body $18.00 MB96N Swivel belt hanger to use with standard belt clip $37.00

Cables OPC515L DC power cable for single unit rapid chargers $26.00 OPC656 DC power cable for gang charger $12.00

Chargers AD106 Adapter cup for the BC119N/BC121N for the radios with the BP232N/H battery $28.00 AD122 Adapter cup that fits into the BC197 22/23 for the BP232N/H batteries $23.00 BC123SE AC adapter for rapid chargers; 100-240V with Euro style plug $26.00 BC145SA 31 AC adapter for BC119N; 100-240V with US style plug $25.00 BC147SA AC adapter for trickle chargers; 100-240V with a US style plug $15.00 BC147SE 15 AC adapter for trickle chargers; 230V with a Euro style plug $16.00 BC157S AC adapter for gang chargers; 100-240V with US style plug $120.00 BC157SE AC adapter for gang chargers; 100-240V with Euro style plug $126.00 BC160 Rapid charger for radios with the BP230/231/232 battery; 100-240V with a US style plug $67.00 BC160E Rapid charger for radios with the BP230/231/232 battery; 100-240V with a Euro style plug $67.00 BC197 22 Six unit charger for radios with the BP232N/H Li-Ion battery (includes AC adapter and cups $510.00 installed); 100-240V with US style plug BC197 23 Six unit charger for radios with the BP232N/H Li-Ion battery (includes AC adapter and cups $510.00 installed); 100-240V with Euro style plug CP22 Cigarette lighter cable wtih DC-DC converter for use with the BC179 for the A14/S. 12-24V DC $69.00 input available. CP23L 12V cigarette lighter cable for use with rapid chargers $35.00 MB130 Vehicle charger bracket holds rapid charger and requires cigarette lighter cable $83.00

Headsets PA OPC499 Headset adapter $60.00 PTT SW Avionic PTT switch. Plugs into your headset. $28.00

Manuals 94415339 A14/A14S CD service manual $28.97 97715337 A14/A14S service manual hardcopy $40.16 98815338 A14/S owner's manual $17.12

Microphones HM234 Aviation speaker mic (2-pin right angle connector) $105.00

Software & Cables CSA14 Programming software for the A14/A14S $77.00

22 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Accessories Model Description MSRP OPC474 Radio to radio cloning cable (3.5mm to 3.5mm) $20.00 OPC478 RS-232S programming cable (2-pin connector handhelds) $60.00 OPC478UC USB programming cable (2-pin connectors handhelds) $70.00

23 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 A24 / A6 A24 / A6 is discontinued and no longer available from Icom. Icom does still sell the below compatible accessories.

SPECS ______

Frequencies: Tx (COM) 118.000-136.975MHz Rx (COM,NAV) 108.000-136.975MHz (Weather) 161.650-163.275MHz Output Power: 5.0/1.5W typ. (PEP/CW) Channels: 200 (20 Channels X 10 banks) Channel Spacing: 25kHz Mode: AM (6K00A3E) WX FM (16K0G3E) Mil Spec: MIL 810 F Also meets equivalent MIL-STD- 810-C, -D and -E Weight (approx): 15.2 oz (with BP210N)

FEATURES ______Supplied Accessories ____ Made with the student pilot in mind Battery pack (BP210N) 700mW loud audio Belt clip (MB103) Compact, light weight and rugged body Wall charger (BC167S) Durable Ni-MH battery pack Antenna (FAB02AR) Side tone function allows you to hear your own voice via a third party aviation Carrying case LC159 (Not included in A6) headset Headset adapter (OPC499) LCD backlight for night time operation Handstrap ANL (Auto Noise Limiter) for noise reduction Owner’s manual Low battery indication and beep alert Warranty: 3-Year Adjustable microphone gain setting BNC type antenna connector

Accessories

24 U.S. Avionics Retail: Product & Price Catalog 3012.04.19 Model Description MSRP

Antennas ANT SB Avionic switchbox $115.00 FAB02AR Standard antenna for Aviation handheld radios $37.00

Batteries BP208N Battery case that holds 6 AA alkaline batteries. $22.00 BP210N NiMH 7.2V 1650mAh battery $75.00

Belt Clips MB103 Alligator belt clip $12.50 MB86 Swivel belt clip that screws into back of radio $11.00 MB96N Swivel belt hanger to use with standard belt clip $37.00

Cables OPC515L DC power cable for single unit rapid chargers $26.00 OPC656 DC power cable for gang charger $12.00

Carrying Cases LC159 Leather carrying case for the A6/A24 $43.00

Chargers AD101 Adapter cup for the BC119N or BC121N for the BP210N & BP211 batteries $28.00 BC145SA 31 AC adapter for BC119N; 100-240V with US style plug $25.00 BC157S AC adapter for gang chargers; 100-240V with US style plug $120.00 BC157SE AC adapter for gang chargers; 100-240V with Euro style plug $126.00 BC167SA Wall trickle charger; 100-240V with US style plug $35.00 BC167SD Wall trickle charger; 100-240V with Euro style plug $40.00 CP20 Cigarette lighter cable with noise filter and DC-DC converter. Charges the BC167 with a $61.00 12V/24V cigarette lighter socket. CP23L 12V cigarette lighter cable for use with rapid chargers $35.00

Headsets PA OPC499 Headset adapter $60.00 PTT SW Avionic PTT switch. Plugs into your headset. $28.00

Manuals 94414904 A24/A6 CD service manual $28.97 97714915 A6/A24 service manual hardcopy $38.32 98814945 A24/A6 owner's manual $16.73

Microphones HM234 Aviation speaker mic (2-pin right angle connector) $105.00

Software & Cables CSA24 A24 Cloning Software $65.00 OPC474 Radio to radio cloning cable (3.5mm to 3.5mm) $20.00 OPC478 RS-232S programming cable (2-pin connector handhelds) $60.00 OPC478UC USB programming cable (2-pin connectors handhelds) $70.00

25 U.S. Avionics Retail: Product & Price Catalog 3012.04.19

U.S. Avionics Retail Product & Price Catalog

Call 800-USA-ICOM For the latest price pages or visit Icom’s Business-to-Business site at: https://dealers.icomamerica.com

26 U.S. Avionics Retail: Product & Price Catalog 3012.04.19