SANDOVAL COUNTY ADMINISTRATIVE OFFICESdestinyhosted.com/sandodocs/2017/BOCRM/20171102_83/... · 2017-11-02 · sandoval county administrative offices board of county commissioners

SANDOVAL COUNTY ADMINISTRATIVE OFFICES

BOARD OF COUNTY COMMISSIONERS

SANDOVAL COUNTY BOARD OF COMMISSIONERSREGULAR MEETING AGENDA

COMMISSION CHAMBERSNOVEMBER 2, 2017 - 6 P.M.

DON G. CHAPMANDistrict 3, Chairman

DAVID J. HEILDistrict 4, Vice Chairman

DR. JF. HOLDEN-RHODESDistrict 1

JAY C. BLOCKDistrict 2

F. KENNETH EICHWALDDistrict 5

DIANNE MAES

County Manager

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE

3. INTRODUCTIONS & ANNOUNCEMENTS

4. PRESENTATIONS & PROCLAMATIONS

A. Community Services Introduction of the Promotional Video Produced by RioRancho-based Visual View. The Video Highlights the Many Services Provided by TheDivision.( Anne Ryan, Community Services Director)

B. Science, Mathematics and Research Transformation (SMART) Scholarship Program.(Angelica Rubio, Capability Development Branch Chief)

C. Ask Academy STEM Education Movement and the Positive Impact on the Community.

D. LEDA- ED Fund Process Update(Antoinette Vigil, Director of Business Development)

E. Sandoval County Hero- Honoring Jami Grindatto, Former President and CEO ofSandoval Economic Alliance.(Don Chapman, Chairman)

5. COMMENTS FROM THE PUBLIC(LIMITED TO COMMENTS THAT DO NOT INCLUDE AGENDA ITEMS)

6. APPROVAL OF AGENDA

7. CONSENT AGENDA

Approval of Minutes from the Regular Meeting of October 19, 2017.

8. OFFICE OF THE COUNTY MANAGER(Dianne Maes, County Manager)

A. Request for a Motion to Adopt Resolution. No. 11-2-17.8A Declaring the Intent of theBoard of County Commissioners Authorizing the Sandoval County, New MexicoEnergy Efficiency Lease-Purchase Agreement, with the Intent to Guarantee UtilitySavings Contract and Escrow Agreement.

B. Request for a Motion to Adopt Resolution No. 11-2-17.8B Declaring the Intent of theBoard of County Commission Authorizing the Lease Amendment by and Between theCounty of Sandoval and AMI KIDS Sandoval, INC.

9. SANDOVAL COUNTY COMMISSION(Jay Block, Commissioner)

Request for a Motion to Allow the Board of County Commission to Review andDiscuss the Proposed Right to Work Ordinance and Request for a Motion to Publishand Post the Proposed Right to Work Ordinance.

10. OFFICE OF THE COUNTY ASSESSOR(Christie Humphrey, Deputy Assessor)

Request for a Motion to Authorize the County Manager to Enter into an Agreementbetween Sandoval County and the Pictometry International Corp and Approve AllSubsequent Amendments/ $337,748.00.

11. FIRE DEPARTMENT(James Maxon, Fire Chief)

Request for a Motion to Authorize the County Manager to Enter Into an Agreementwith Motorola Solutions and Approve all Subsequent Amendments /$220,000.00.

12. COMMENTS FROM THE COMMISSIONERS

13. ADJOURN

Sandoval County Board of County Commissioners

Regular MeetingMeeting Date: 11/02/2017 Requestor: Anne Ryan, Community ServicesItem: Presentation

InformationSummary:Community Services Introduction of the Promotional Video Produced by RioRancho-based Visual View. The Video Highlights the Many Services Provided by TheDivision.( Anne Ryan, Community Services Director)

AttachmentsNo file(s) attached.


Regular MeetingMeeting Date: 11/02/2017 Requestor: Maria Encinias, AdministrationItem: Presentation

InformationSummary:Science, Mathematics and Research Transformation (SMART) Scholarship Program.(Angelica Rubio, Capability Development Branch Chief)

AttachmentsSMART Presentation

I n t e g r i t y - S e r v i c e - E x c e l l e n c e

Headquarters U.S. Air Force

Science, Mathematics and

Research for Transformation

(SMART) Scholarship

Program

NH-04, Angelica I. Rubio

AFNWC/NTZ

November 2, 2017

B r e a k i n g B a r r i e r s … S i n c e 1 9 4 7

Purpose of SMART program

2

Established by the Department of Defense (DoD) to support

undergraduate and graduate students pursuing technical degrees

in Science, Technology, Engineering and Mathematics (STEM)

disciplines.

Aim to increase the number of civilian scientist and engineers

working in DoD laboratories.


Eligibility

3

A citizen of the United States, Australia, Canada, New Zealand or

United Kingdom at time of application,

18 years of age or older as of August 1, 2018

Able to participate in summer internships at a DoD facility,

Willing to accept post-graduate employment with DoD,

A student in good standing with a minimum cumulative GPA of 3.0

on a 4.0 scale at the time of award and,


All Awardees Must Be:

*Undergraduate applicants must be currently enrolled in a regionally accredited U.S. college

or university and have a high school diploma/GED. Current high school students are not

eligible to apply.

**Graduate applicants can be either currently enrolled in a regionally accredited U.S. college

or university or awaiting notification of admission to such. If awaiting admission, you must be

accepted for entrance in the fall 2018 term.

*Students who are currently Freshman or enrolled in a First Year Associate’s Program

applicants must report an ACT or SAT Reasoning Test Score. Subject tests are not required.

In addition, individuals who apply during their Freshman/First Year must obtain a minimum

cumulative 3.0 GPA on a 4.0 scale during the fall academic term of their Freshman/First Year.

Freshman/First Year Associate's Program applicants will be required to submit an official

transcript reflecting their fall academic term grades to establish compliance with this

requirement.

**Graduate applicants must have taken the GRE and test scores must be reportable by ETS.

Subject tests are not required.

*Applicants MUST be pursuing a technical degree in one of the 19 STEM disciplines. SMART

will not fund any management or non-technical degrees.

4


STEM Disciplines

5

Aeronautical and Astronautical

Engineering

Biosciences

Chemical Engineering

Chemistry

Civil Engineering

Cognitive, Neural, and Behavioral

Sciences

Computer and Computational

Sciences and Computer

Engineering

Electrical Engineering

Geosciences

Industrial and Systems

Engineering (technical tracks only)

Information Sciences

Materials Science and Engineering

Mathematics

Mechanical Engineering

Naval Architecture and Ocean

Engineering

Nuclear Engineering

Oceanography

Operations Research (technical

tracks only)

Physics


Citizenship & Security Clearance

Proof of citizenship will be required upon award. Failure to obtain and maintain a security clearance is

grounds for dismissal from the SMART Program. Applicants will be subject to an employment suitability

determination. Suitability is defined as identifiable character traits and conduct sufficient to determine

whether an individual is likely or not likely to be able to carry out the duties of a Federal job with appropriate

integrity, efficiency, and effectiveness.

SUITABILITY FACTORS

MISCONDUCT OR NEGLIGENCE IN EMPLOYMENT

CRIMINAL or DISHONEST CONDUCT

MATERIAL INTENTIONAL FALSE STATEMENT or DECEPTION or FRAUD IN EXAMINATION or

APPOINTMENT

REFUSAL TO FURNISH TESTIMONY as required under the Civil Service laws, rules, and regulations

ALCOHOL ABUSE of a nature and duration which suggests that the applicant or appointee would be

prevented from performing the duties of the position in question or would constitute a direct threat to

the property or safety of others

ILLEGAL USE OF NARCOTICS, DRUGS, OR OTHER CONTROLLED SUBSTANCES, without evidence of

substantial rehabilitation

KNOWING AND WILLFUL ENGAGEMENT IN ACTS OR ACTIVITIES TO OVERTHROW THE U.S.

GOVERNMENT BY FORCE

Any STATUTORY or REGULATORY BAR which prevents the lawful employment of the person involved

in the position in question

If you are currently a dual citizen and/or possess a passport for a non-United States country you may

be asked to renounce your foreign citizenship and relinquish possession of your foreign passport to

your security office.

For Additional detailed information and guidance please consultant the Office of Personnel

Management Website: http://www.opm.gov/investigations/background-investigations

6

http://www.opm.gov/investigations/background-investigations




Benefits of SMART

Participants in SMART receive

Full paid tuition and education-related fees (does not include

items such as meal plans, housing or parking)

Annual stipend of $25,000-38,000 depending on degree

pursuing (may be prorated depending on award length)

Summer internship

Health Insurance allowance up to $1,200 per calendar year

Miscellaneous supplies allowance of $1,000 per academic

year

Mentoring

post-graduation employment (Scholarship participants

commit to one year of civilian employment for each academic

year of scholarship award)

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New Mexico Colleges

New Mexico Institute of Mining and Technology

5 students (2007, 2010. 2011, 2014); AF, Army and Navy

New Mexico State University Main Campus

13 students (2008, 2009, 2010, 2013, 2014, 2015, 2016, 2017);

Additional DoD facilities, AF, Army and Navy

University of New Mexico Main Campus

14 students (2007, 2008, 2009, 2011, 2014, 2015, 2016, 2017);

Additional DoD facilities, AF, Army and Navy

8


Application

Application is now open

Scholarship Application Deadline is December 1, 2017 (5pm

Eastern Standard Time)

www.smart.asee.org

9


SMART Program

Questions?

10



InformationSummary:Ask Academy STEM Education Movement and the Positive Impact on the Community.

AttachmentsASK Acadamy Presentation

THE ASK ACADEMY – A

STEM INNOVATION IN

SANDOVAL COUNTY…. Building Relationships to

create self directed learners

WHO ARE WE? HOW ARE WE DIFFERENT?

Science, Technology, Engineering and Mathematics (STEM

Leader in the state for STEM Curriculum

Bio Medical Sciences (BMS)/Engineering & Design (E&D)

Internship Programs in STEM fields

Research Program

Project Based Learning

Self-Directed Learning

Public School


515 Population

6th Grade through 12th Grade

Waiting list of hundreds of families wishing to get in

Serving Rio Rancho and Northwest Albuquerque

A Rated School

In our 8th year

Roots in Rio Rancho


Second – 5 year Charter with state of NM

Accreditation with the international AdvancED organization

Golden Apple Finalist this year

Milken Award winner

National Merit Scholar semi-finalists, finalists and winners last 3 years

TED Talker on Education Reform

Growing each year within our charter size limits

WHAT HAVE WE DONE

Robotics:

Middle School Robotic Engineers – To Japan robotic

RoboRAVE competition

High School Robotic program is perennial State

Champions earning the right to compete at Worlds

Building Critical Thinkers solving college level

engineering challenges

WHAT HAVE WE DONE

Academic Performance:

Out score the national averages in all categories of the

ACT assessment

One of 14 “A” rated schools in the state of NM

85%+ of our scholars score proficient or advance in reading

and mathematics in our Discovery SCA

Outperform 90% of schools on PARCC assessments

WE ARE THE ASK ACADEMY!

WHAT WILL WE DO?

Replication

Expansion

Continue to Improve Community Involvement

YOUR INVOLVEMENT

Project Based Learning Topics

Offer STEM Internships to our Juniors and Seniors

Join our ASK Alliance Group

Be part of our spring Career Fair event

Be a Research Consultant

Robotic Expert Consultant

Awesome field trips

Guest Speaking in classrooms



InformationSummary:LEDA- ED Fund Process Update(Antoinette Vigil, Director of Business Development)




InformationSummary:Sandoval County Hero- Honoring Jami Grindatto, Former President and CEO ofSandoval Economic Alliance.(Don Chapman, Chairman)



Regular MeetingMeeting Date: 11/02/2017 Requestor: Anne Brady, Clerk's OfficeItem: Minutes

InformationSummary:Approval of Minutes from the Regular Meeting of October 19, 2017.

Attachments10/19/17 Minutes

SANDOVAL COUNTY BOARD OF COMMISSIONERS

REGULAR MEETING MINUTES

COMMISSION CHAMBERS

OCTOBER 19, 2017 – 6 P.M.

1. CALL TO ORDER

Chairman Chapman called meeting to order at 6:05 p.m. Present were Chairman Chapman,

Vice Chairman Heil, Commissioner Block, Commissioner Holden-Rhodes and

Commissioner Eichwald

2. PLEDGE OF ALLEGIANCE

Pledge of allegiance was led by Chairman Chapman.

3. INTRODUCTIONS & ANNOUNCEMENTS

Chairman Chapman stated that the Board of Commissioners met in a closed session earlier in the

day and requested a motion to come out of closed session. Chairman Chapman states that the

matters discussed in the closed meeting were limited only to those specified in the notice of the

separate closed meeting. Vice Chairman Heil motion to come out of closed meeting, second by

Commissioner Block. Clerk Garbagni called for vote. Motion passed. Vote was unanimous.

Commissioner Block appreciated the full capacity crowd both in the chambers and down stairs and

also appreciated the Sheriff’s Office and the Fire Department for their presence as well.

Commissioner Block also welcomed back Bob Wesley, friends Diego Espinoza and Tom Owens.

Commissioner Block further recognized the relief effort for victims of Houston Hurricanes headed

by Fire Chief Maxon and the employees of Sandoval County and thanked the teachers present for

all that they do every day. Commissioner Eichwald recognized the presence of Anthony Ortiz,

Governor of San Felipe Pueblo. Chairman Chapman advised that there was a discrepancy between

the published notice of the oil and gas ordinance from the Albuquerque Journal and the Sandoval

County website he further advised that the commission will remove item 8A from the agenda. The

board will not take action tonight that was on the agenda item 8A and will be taking up the issue

on November 16 meeting, the ordinance will be published and posted in the Albuquerque Journal

effective Sunday, October 22, 2017.

4. COMMENTS FROM THE PUBLIC

Several residents spoke about the oil and gas ordinance and some provided attachments related to

their comments. Chairman Chapman imposed a one minute time frame for individual comments.

Eric Maddy requested seating accommodations be made for the press.

5. PRESENTATIONS & PROCLAMATIONS

Requesting the Board of County Commissioners Proclaim the week of October 23 to October 31,

2017 as Red Ribbon Week.

(Diana Lopez, Program Manager for Juvenile Justice)

Diana Lopez read Proclamation declaring October 23, to October 31, 2017 as Red Ribbon Week.

See attached.

6. APPROVAL OF AGENDA

Chairman Chapman motioned strike item 8A from the agenda as amended. Commissioner Block

motioned to strike 8A as amended. Commissioner Heil seconded motion. Clerk Garbagni called

for vote. Motion passed. Vote was unanimous.

7. CONSENT AGENDA

(Dianne Maes, County Manager)

A. Approval of Minutes from the Regular Meeting of October 5, 2017

Commissioner Block motioned to approve, seconded motion by Commissioner Eichwald.

Clerk Garbagni called for vote. Motion passed. Vote was unanimous.

B. Approval of the following Budget Resolutions:

(1) No. 10-19-17.7B(1) / Senior Program Various Budgets / Increase Budgets to Reflect the

Total Approved Funding for Current Fiscal Year / $27,205

(2) No. 10-19-17.7B(2) / DWI Department Budgets / Reduce Budgets to Reflect Reduction in

Funding from the NM Department Finance and Administration for Current Fiscal Year /

($12,000)

(3) No. 10-19-17.7B(3) / Emergency Services Department Budgets / Increase Budget to Reflect

Actual Funding Awarded from the EMS Bureau and Department of Health EMS Fund Act

Local System Improvement Project / $26,542

(4) No. 10-19-17.7B(4) / Senior Program Budget / Increase Budget to Reflect One Time

Incentive Funds Approved for Current Fiscal Year / $6,626

(5) No. 10-19-17.7B(5) / Legislative Budget / Increase Budget to Reflect Capital

Appropriations Funding from the NM Aging and Long-Term Services Department for

Meals Equipment for Placitas Community/Senior Center / $5,700

Commissioner Heil motioned to approve, seconded motion by Commissioner Block. Clerk

Garbagni called for vote. Motion passed. Vote was unanimous.

C. Approval of the State of New Mexico Aging and Long-Term Services Department Contract for

Legislative Capital Outlay Funding for the Bernalillo Senior Center/$480,000.

Commissioner Block motioned to approve, seconded motion by Commissioner Heil. Clerk


D. Approval to Surplus One(1) 2008 Ford Econoline Club Wagon (VIN#1FBSS31L6WHB68494)

and Approve Title Transfer to the City of Rio Rancho in Exchange for a 2008 Protrak 31”

Gooseneck Trailer (VIN#5BNDG31246W001329)

Commissioner Heil motioned to approve, seconded motion by Commissioner Eichwald. Clerk


8. DIVISION OF PLANNING & ZONING

(Michael Springfield, Director)

A. Request for a Motion to Adopt Ordinance Number 10-19-17.8A Approving the Oil and Gas

Ordinance

Item removed.

B. Motion to Appoint Mr. Peter Adang (District 1) to the Planning and Zoning Commission for

the remainder of a (2) year term expiring April 30, 2019

Commissioner Holden-Rhodes briefed on Mr. Peter Adang. Commissioner Holden-Rhodes

motioned to approve, seconded by Commissioner Block. Clerk Garbagni called for vote.

Motion passed. Vote was unanimous.

9. OFFICE OF THE COUNTY MANAGER

(Dianne Maes, County Manager)

A. Removed Agenda Item

B. Request for a Motion to Adopt Resolution No. 10-19-17.9B Establishing the Legislative Policy

and Capital/Funding Requests for Sandoval County.

Commissioner Eichwald motioned to approve, seconded by Commissioner Heil. Clerk


10. OFFICE OF THE COUNTY CLERK

(Bernice Chavez, Bureau of Elections Manager)

Request for a Motion to Adopt Resolution No. 10-19-17.10 Designating the Polling Places for the

2018 Primary and General Elections

County Clerk Garbagni requested a motion to adopt Resolution10-19-17.10. Commissioner Block

and Chairman Chapman asked questions. Commissioner Holden-Rhodes motioned to approve,

seconded by Commissioner Block. Clerk Garbagni called for vote. Motion passed. Vote was

unanimous.

11. DIVISION OF PUBLIC WORKS

(Tommy Mora, Jr., Director)

Approval to Publish and Post the Environmental Solid Waste Ordinance Amending Ordinance

No. 03-11-16.16A to Accept Household Waste Collections in the Unincorporated Areas of

Sandoval County

Commissioner Block motioned to approve, seconded by Commissioner Heil. Clerk Garbagni

called for vote. Motion passed. Vote was unanimous.

12. COMMENTS FROM THE COMMISSIONERS

Commissioner Holden-Rhodes addressed the comments he made from the last meeting and read a

letter that he drafted to the commission, also commented on the Bernalillo Public Schools and

made no apologies for his comments. Commissioner Block commented that he was disturbed by

Commissioner Holden-Rhodes comments and lack of apology, and would like to include a motion

to publish the right to work ordinance on the next agenda meeting of November 2, 2017.

Commissioner Eichwald indicated that the gentleman that commented on the commission

receiving kick backs and took offense to that comment, also commented on teachers.

Commissioner Heil, echoed Commissioner Eichwalds’ comment concerning receiving kick backs,

advised that Saturday October 21, 2017 is Acts of Kindness Day at Haines Park in Rio Rancho

from noon until 3:00 p.m. also commented that the oil and gas ordinance needed tweaking.

Chairman Chapman advised that he needs a consensus from the commission for the right to work

ordinance to be included on the November 2, 2017 Commission Meeting Agenda for discussion

and possibly a vote to publish. Chairman Chapman also thanked Ms. Vaughn for her comments.

13. ADJOURN

Chairman Chapman adjourned the meeting at 7:56 p.m.

Sandoval County Board of County CommissionersAgenda Item Summary

Regular MeetingMeeting Date: 11/02/2017 Requestor: Maria Encinias, AdministrationCommissioner Sponsored: No District: Agenda:

InformationAction Requested:Request for a Motion to Adopt Resolution. No. 11-2-17.8A Declaring the Intent of theBoard of County Commissioners Authorizing the Sandoval County, New Mexico EnergyEfficiency Lease-Purchase Agreement, with the Intent to Guarantee Utility SavingsContract and Escrow Agreement.

Why Action Is Necessary (Summary):June 15, 2017, pursuant to the Act, the Board of County Commission Adopted theParameters Ordinance authorizing the issuance of the Sandoval County, New MexicoEnergy Efficiency Lease-Purchase Agreement a guaranteed Utility Savings Contractand an Escrow Agreement.

Recommendations:Board of County Commission Approval

Recommended Approval:

DepartmentDirector/Elected

Official

AttorneyAs to Form

FinanceBudget

CountyManager

Other

---------- HRS10/26/17 ---------- DM

10/26/17 ----------

Fiscal Impact

AttachmentsEscrow Agreement Lease-Purchase Agreement Resolution

ESCROW AGREEMENT

LESSOR: Sterling National Bank

1412 Broadway, 7th Floor New York, NY 10018 Attention: NYC Team 114

ESCROW AGENT: Sterling National Bank

400 Rella Boulevard Montebello, NY 10901 Attention: Commercial Loan Department

LESSEE:

Sandoval County, New Mexico 1500 Idalia Road, Building D Bernalillo, NM 87004

THIS ESCROW AGREEMENT (this “Escrow Agreement”) dated July 20, 2017, is

entered into by and among Sterling National Bank (in its capacity as lessor, “Lessor”), Sandoval County, New Mexico (“Lessee”), and Sterling National Bank (in its capacity as escrow agent, the “Escrow Agent”).

Lessor and Lessee have heretofore entered into that certain Equipment Lease-Purchase

Agreement dated as of July 20, 2017(the “Agreement”). The Agreement contemplates that certain Equipment described therein (the “Equipment”) is to be acquired from the vendor(s) or manufacturer(s) thereof.

After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to

Lessee pursuant to the terms of the Agreement. The Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the

amount of $6,700,000, to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit, together with all interest and additions

received with respect thereto (hereinafter, the “Escrow Fund”), is to be applied from time to time to pay certain costs of acquiring the Equipment (a portion of which may be paid in multiple payments and prior to acceptance of all Equipment by Lessee) and, if requested by Lessee and

approved by Lessor, to pay certain costs of entering into the Agreement.

The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto.

NOW, THEREFORE, the parties agree as follows:

1. Each of Lessor and Lessee hereby appoint, and the Escrow Agent hereby agrees, to serve as escrow agent upon the express terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit

of Lessee and Lessor and all interest earned with respect to the Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein.

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To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time comprising the Escrow Fund, Lessor

hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security agent, and agrees to hold physical possession of such cash and

negotiable instruments on behalf of Lessor. 2. On such day as determined to the mutual satisfaction of the parties (the

“Commencement Date”), Lessor shall deposit with the Escrow Agent cash in the amount of $6,700,000, to be held by the Escrow Agent on the express terms and conditions set forth herein.

The Escrow Agent agrees to accept the deposit of the Escrow Fund by Lessor, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein.

3. The Escrow Agent shall at all times segregate the Escrow Fund into an account

maintained for that express purpose, which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held or registered in the

name of the Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of

any of the parties hereto (except with respect to the security interest therein held by Lessor). 4. Lessee hereby directs the Escrow Agent to invest the cash comprising the Escrow

Fund from time to time in Qualified Investments (as hereinafter defined). Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be

deposited in and comprise a part of the Escrow Fund. No investment shall be made that would cause the Agreement to be deemed to be an arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this paragraph

4, the term “Qualified Investments” means the Money Market Fund #________ [To be completed by Escrow Agent], or a demand deposit account created by the Escrow Agent, neither

of which is secured by any collateral, or such other investments as Lessee may specify in writing to and such writing is actually received by Escrow Agent, to the extent the same are at the time legal for investment of the funds being invested.

5. Lessor and Lessee hereby authorize the Escrow Agent to take the following

actions with respect to the Escrow Fund:

a. From time to time, the Escrow Agent shall pay the vendor or manufacturer

of the Equipment or Lessee or other payee upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A to this Escrow

Agreement approved for payment by Lessor, (b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in the requisition request, (c) in the event that certain costs of entering into the Agreement are described in the requisition request,

invoice(s), budget(s), closing statement(s) or other additional documentation specifying the amount(s) of such costs, and (d) any additional documentation required by Lessor prior to

Lessor’s approval of such requisition request. Lessor’s approval on the Certificate of Acceptance and Payment Request in each case shall be conclusive evidence that all invoices,

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budgets, closing statements and any additional documentation requirements have been received by and are acceptable to Lessor for payment purposes. Without limiting the foregoing, Lessor

shall not approve any such payment unless and until Lessee shall have provided to Lessor (i) certificates of insurance evidencing coverage in accordance with Section 22 of the Agreement

and satisfactory to Lessor, and (ii) a payment and performance bond naming Lessor as a dual obligee and issued by a surety company rated “A” or better by AM Best in form and substance satisfactory to Lessor.

b. In the event that Lessor provides to the Escrow Agent and Escrow Agent

actually receives written notice of the occurrence of an Event of Default as defined in the Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the entire balance of the Escrow Fund after application of the Escrow Fund to all reasonable fees and expenses incurred

by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessor and Lessee.

c. Upon actual receipt by the Escrow Agent of a duly executed Certificate of

Acceptance and Payment Request identified as the final such request, the remaining monies in

the Escrow Fund shall, first be applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection herewith as evidenced by its statement forwarded to

Lessor and Lessee; and, second be paid to Lessor, for application against the outstanding principal components of Rental Payments (as defined in the Agreement), including prepayment of Rental Payments under the Agreement, as provided therein, unless Lessor directs that payment

of such amount be made in such other manner directed by Lessor that, in the opinion of nationally recognized counsel in the area of tax-exempt municipal obligations satisfactory to

Lessor, will not adversely affect the exclusion of the interest components of Rental Payments from gross income for federal income tax purposes. If any such amount is used to prepay principal, the Payment Schedule attached to the Agreement will be revised accordingly as

specified by Lessor.

d. Lessor and Lessee agree that the security procedures under this Section 5 are commercially reasonable.

e. In the event that Escrow Agent makes any payment to any payee pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required

to be returned to the Escrow Fund or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then

the party who benefited from the payment to the payee shall repay to Escrow Agent upon written request the amount so paid to the payee. Escrow Agent shall not be liable to any party or any

other person by reason of such payment. 6. The reasonable fees and expenses of the Escrow Agent incurred in connection

herewith shall be the responsibility of Lessee and are herein further described on Schedule 1.

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7.

a. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee and Lessor in connection with this Escrow Agreement which the

Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own negligence or willful misconduct. The Escrow Agent shall not be liable for any loss or

diminution in value of the Escrow Fund as a result of the investment decisions made pursuant to Section 4, Qualified Investments at the direction of Lessee. Escrow Agent shall have only those

duties and responsibilities as expressly set forth herein, and no other duty, obligation or covenant, fiduciary or otherwise, shall be implied or enforceable against Escrow Agent by any person.

b. Without limiting the effect of Section 7(a) hereof, Escrow Agent shall

have no obligation or liability to any other party hereto (or any person claiming through any of them): (i) to review, examine, enforce, administer or take notice of any agreement, instrument or document other than this Escrow Agreement; (ii) to determine whether any conditions precedent

to a disbursement of Escrow Funds, other than as set forth in Section 5, have been or will be satisfied or otherwise to investigate any notice received by Escrow Agent hereunder; (iii) to

evaluate or determine the validity or legality of any action or omission of any third party, including any federal or state bank regulator; (iv) to make any payment to the other parties or other payees set forth in written instructions received under Section 5 from any source other than

the Escrow Funds, and no such payment shall be made if the amount of Escrow Funds is inadequate; (v) to communicate with any person other than as expressly provided for in this

Escrow Agreement; (vi) for any action or omission of Escrow Agent taken or made upon the oral or written, joint instructions of the parties hereto; (vii) for any other action or omission of, or for errors in judgment by, Escrow Agent under or in connection with this Escrow Agreement taken

or made in good faith and without gross negligence or willful misconduct; and (viii) for special, incidental, consequential, indirect or punitive damages in any event, even if Escrow Agent has

been advised or was otherwise aware of the likelihood of such loss or damages and regardless of the form of action.

8. From and to the extent of legally available Pledged Energy Cost Savings Revenues (as defined in the Agreement), to the extent authorized by law, Lessee hereby agrees to

indemnify and save the Escrow Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder and which are not due to the Escrow Agent’s negligence or willful misconduct. No indemnification will be made under this

Section or elsewhere in this Escrow Agreement to the extent damages arise out of negligence or willful misconduct by the Escrow Agent, its officers, agents, employees, successors or assigns.

9. The Escrow Agent may at any time resign by giving at least 30 days’ prior written

notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of

the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In

addition, the Escrow Agent may be removed at any time, with or without cause, by instrument in writing executed by Lessor and Lessee. Such notice shall set forth the effective date of the

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removal. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such

successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.

Upon the effective date of resignation or removal, the Escrow Agent will transfer the

Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee.

If Lessor and Lessee are unable to agree upon a successor escrow agent within 30 days

after such notice, the parties hereby agree that either of them acting unilaterally shall apply to a court of competent jurisdiction within the State of New Mexico for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including

reasonable attorneys’ fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid in accordance with Section 6.

10. In the event of any dispute with respect to the Escrow Funds, the interpretation of

this Escrow Agreement or the rights and obligations of the parties hereunder, or to the propriety

of any action contemplated by Escrow Agent hereunder, or if Escrow Agent in good faith is in doubt as to what action should be taken hereunder, then in any such case Escrow Agent shall not

be obligated to resolve the dispute or disagreement or to make any disbursement of all or any portion of the Escrow Funds, but may commence an action in the nature of an interpleader and seek to deposit such funds with a court of competent jurisdiction within the State of New

Mexico, and thereby shall be discharged from any further duty or obligation with respect to any Escrow Funds. The costs of such interpleader action shall be borne by Lessee. In the event

Lessee shall fail on demand to reimburse Escrow Agent for such costs, then Lessee irrevocably authorizes Escrow Agent to deduct any such amounts from the Escrow Fund without any further notice or demand to any person. Escrow Agent may, in its sole discretion in lieu of filing such

action in interpleader, elect to cease to perform under this Agreement and to ignore all instructions received in connection herewith until Escrow Agent has received a written notice of

resolution signed by the parties to such dispute or disagreement or an order of a court of competent jurisdiction over the matter directing a disposition of the Escrow Funds.

11. This Escrow Agreement and the Escrow Fund established hereunder shall terminate upon receipt by the Escrow Agent of the written notice from Lessor specified in

Section 5(b) or Section 5(c) hereof. 12. All notices hereunder shall be in writing, sent by certified mail, return receipt

requested, or by mutually recognized overnight carrier addressed to the other parties at their respective addresses shown on page 1 of this Escrow Agreement or at such other address as each

such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt. In addition, all notices sent to the Escrow Agent shall also be sent as follows:

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Sterling National Bank 21 Scarsdale Road

Yonkers, NY 10707 Attention: Office of the General Counsel

13. This Escrow Agreement shall inure to the benefit of and shall be binding upon the

parties hereto and their respective successors and assigns. No rights or obligations of the Escrow

Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.

14. Except as provided in the next sentence, this Escrow Agreement constitutes the

entire agreement between the parties hereto with respect to the subject matter hereof, and no

waiver, consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. This Escrow Agreement is in addition to any related account applications

and other account opening and authorizing documents and/or resolutions on file with Escrow Agent and such documents are hereby incorporated by reference into this Agreement (the “Account Agreements”). In the event that there are inconsistencies between this Agreement and

any other Account Agreement, the terms of this Escrow Agreement shall control.

15. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties hereunder (such costs to be paid as set forth in Section 6) and shall not be liable for any action taken or omitted in good faith in accordance with the advice of counsel,

accountants or other skilled persons.

16. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of New Mexico (the “State”). In addition, the parties agree that the transaction described herein may be conducted and related documents may

be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid

counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

17. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW,

EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL

BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR

ARISING OUT OF THIS AGREEMENT.

18. Lessee represents, warrants and covenants for the benefit of Escrow Agent as follows:

a. Lessee is authorized under the constitution and laws of the State to enter

into this Escrow Agreement and the transaction contemplated hereby and to perform all of its

obligations hereunder.

b. Lessee has been duly authorized to execute and deliver this Escrow Agreement by proper action and approval of its governing body at a meeting duly called, regularly

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convened and attended throughout by a requisite majority of the members thereof or by other appropriate official approval.

c. This Escrow Agreement constitutes the legal, valid and binding obligation

of Lessee enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally.

d. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the

applicable regulations of the Treasury Department. No part of the Escrow Fund shall be invested at Lessee’s discretion in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of

issuance of the Agreement, would have caused any portion of the Agreement to be or become “arbitrage bonds” within the meaning of Section 103(b)(2) or Section 148 of the Code and the

applicable regulations of the Treasury Department.

19. The parties acknowledge that in order to help the United States government fight

the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial

institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Escrow Agreement agree that they will provide to the Escrow Agent such information as it may request, from time to

time, in order for the Escrow Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information

that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

20. With respect to the Agreement, Sterling National Bank shall have the same rights

and powers under the Agreement as any other lessor and may exercise the same as though it were not Escrow Agent. Lessor may lend money to, invest in, and generally engage in any kind of business with Lessee, all as if Sterling National Bank were not Escrow Agent. Lessee

acknowledges the potential conflict of interest between Sterling National Bank as Lessor and Sterling National Bank as Escrow Agent.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth.

LESSOR: STERLING NATIONAL BANK

By:

Name: Troy Grasinger Title: Managing Director

LESSEE: SANDOVAL COUNTY, NEW MEXICO

By: Name: Don Chapman Title: Chairman, County Commission

ESCROW AGENT: STERLING NATIONAL BANK

By: Name:

Title:

Y:\dox\client\84943\0021\GENERAL\W2966568.DOCX

A-1

EXHIBIT A

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST

Sterling National Bank (in its capacity as escrow agent, the “Escrow Agent”), as escrow agent under that certain Escrow Agreement dated July 20, 2017 (the “Escrow Agreement”), by and among Sandoval County, New Mexico (“Lessee”), Sterling National Bank (in its capacity as lessor, “Lessor”)

and the Escrow Agent, is hereby requested to pay from the Escrow Fund (as defined in the Escrow Agreement) established and maintained thereunder, the amount set forth below to the named payee(s).

The equipment and costs described below are (i) part or all of the Equipment listed in the Equipment Schedule to that certain Equipment Lease Purchase Agreement dated as of July 20, 2017 (the “Agreement”), between Lessor and Lessee, or (ii) certain costs of entering into the Agreement. The

amount shown is due and payable under (i) a purchase order or contract (or has been paid by and not previously reimbursed to Lessee), or (ii) invoices, budgets, closing statements or any other additional

documentation.

QUANTITY

DESCRIPTION OF

EQUIPMENT OR

FINANCING COST

AMOUNT

PAYEE*

Lessee hereby certifies and represents to and agrees with Lessor as follows: (i) the Equipment described above has been delivered and installed at the location(s) set forth in the Equipment Schedule;

(ii) a present need exists for such Equipment which need is not temporary or expected to diminish in the near future; (iii) such Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of

Lessee’s authority; (iv) the estimated useful life of such Equipment based upon the manufacturer’s representations and Lessee’s projected needs is not less than the term of lease with respect to such

Equipment; (v) Lessee has conducted such inspection and/or testing of such Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts such Equipment for all purposes as of the date of this Certificate; (vi) such Equipment is covered by insurance in the types and amounts required

by the Agreement; and (vii) no Event of Default, as such term is defined in the Agreement and no event which with the giving of notice or lapse of time or both, would become an Event of Default under the

Agreement, has occurred and is continuing on the date hereof. Based on the foregoing, Escrow Agent is hereby authorized and directed to fund the acquisition of

the Equipment set forth in the Agreement by paying, or causing to be paid, the manufacturer(s)/vendor(s), Lessee or other payee(s) the amounts set forth on the attached invoices from the Escrow Fund held under

the Escrow Agreement in accordance with its terms.

The following documents are attached hereto and made a part hereof: (a) Original Invoice(s);

and/or (b) Copies of Certificate(s) of Origin, when applicable, designating Lessor as lienholder if any part of the Equipment consists of motor vehicles, and evidence of filing.

IF REQUEST IS FOR REIMBURSEMENT, CHECK HERE . Lessee paid an invoice prior to

the commencement date identified in the Equipment Schedule and is requesting reimbursement for such

payment. A copy of evidence of such payment, together with a copy of Lessee’s Declaration of Official Intent and any other evidence required by Lessor prior to Lessor’s approval hereof that Lessee has

satisfied the requirements for reimbursement set forth in Treas. Reg. 1.150-2, is hereby attached. Lessor’s

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approval hereof shall evidence that Lessee has delivered to Lessor such required documentation. [THIS PROBABLY IS NOT APPLICABLE]

IF REQUEST IS FINAL REQUEST, CHECK HERE . Lessee hereby certifies that the items of

Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee and Lessor with Escrow Agent constitutes all of the Equipment subject to the Equipment Schedule.

Date: _________________, 20___.

Approved for Payment: STERLING NATIONAL BANK, as Lessor

and servicer for STERLING NATIONAL FUNDING CORP.

SANDOVAL COUNTY, NEW MEXICO, as Lessee

By: ______________________________________

By: _____________________________________________

Name: ___________________________________

Name: ___________________________________________

Title: ___________________________________

Title: ___________________________________________

_____________ * If required, a current IRS Form W-9 for the payee is attached or an IRS Form W-9 has been previously

submitted to the Escrow Agent.

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SCHEDULE 1

Attached to and made a part of the Escrow Agreement (the “Escrow Agreement”) dated July 20, 2017, by and among Sterling National Bank (in its capacity as lessor, “Lessor”), Sandoval County, New Mexico, as Lessee, and Sterling National Bank (in its capacity as escrow agent, the

“Escrow Agent”).

A. Based upon our current understanding of your proposed transaction, the proposed

services are as follows, which shall be the responsibility of Lessee: $0

1. New Account Acceptance Encompassing review, negotiation and execution of governing documentation, opening of the

account, and completion of all due diligence documentation. 2. Monthly Administration

Covering our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the

governing documents for each transaction.

B. Extraordinary Services and Out-of-Pocket Expenses

Any additional services beyond our standard services as specified above, and all reasonable out-

of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees may be billed at Escrow Agent’s then standard rate. Disbursements, receipts, investments or tax

reporting exceeding 25 items per year may be treated as extraordinary services.

EQUIPMENT LEASE-PURCHASE AGREEMENT

THIS EQUIPMENT LEASE-PURCHASE AGREEMENT (the “Agreement”), is

dated as of July 20, 2017, between STERLING NATIONAL BANK, a national banking association organized and existing under the laws of the United States of America, as Lessor

(“Lessor”), and SANDOVAL COUNTY, NEW MEXICO, a political subdivision existing under the laws of the State of New Mexico, as Lessee (“Lessee”), wherein the parties hereby agree as follows:

Section 1. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:

“Act” means the Public Facility Energy Efficiency and Water Conservation Act, NMSA 1978, §§ 6-23-1 et seq. (2009), as amended.

“Agreement” means this Equipment Lease-Purchase Agreement and any other schedule,

exhibit or escrow agreement made a part hereof by the parties hereto, together with any amendments to this Agreement.

“Closing Date” the date of execution and delivery of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Cost of Issuance” shall include fees to Lessor’s Counsel, Lessee’s Counsel, Lessee’s

Financial Advisor, and payment to the State of New Mexico Energy, Minerals and Natural Resources Department for its Investment Grade Audit Fee.

“Guaranteed Utility Savings Contract” means the guaranteed utility savings contract dated _______________, 2017, between Lessee and Energy Controls, Inc., a copy of which is attached to this Agreement as Exhibit E.

“Equipment” means the property described on the Equipment Schedule attached hereto as Exhibit A, and all replacements, substitutions, repairs, restorations, modifications,

attachments, accessions, additions and improvements thereof or thereto.

“Event of Default” means an Event of Default described in Section 35.

“Guaranteed Cost Savings” means the anticipated “utility costs savings” and

“conservation-related cost savings,” as such terms are defined in the Act, and that will be saved by Lessee as a result of the Guaranteed Utility Savings Contract, as set forth in Exhibit C hereto.

“Issuance Year” is the calendar year in which the Closing Date occurs.

“Lease Term” means the period commencing on the Closing Date and ending on the occurrence of the earliest event specified in Section 6.

“Lessee” means the entity described as such in the first paragraph of this Agreement, and its permitted successors and its assigns.

2

“Lessor” means the entity described as such in the first paragraph of this Agreement, its successors and its assigns.

“Net Proceeds” means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including reasonable attorneys’ fees)

incurred in the collection of such claim or award.

“Ordinance” means Ordinance No. 6-15-17.8A adopted by Lessee’s Board of County Commissioners on June 15, 2017, as supplemented by Resolution No. 7-13-1.___ adopted July

13, 2017.

“Payment Schedule” means the schedule of Rental Payments and Purchase Price set

forth on Exhibit B.

“Pledged Energy Cost Savings Revenues” means the actual annual energy costs for the Lessee’s facilities equipped with energy conservation measures pursuant to the Guaranteed

Utility Savings Contract, after installation and initiation of use, as compared to the actual annual energy costs associated with such facilities prior to installation and use of the energy

conservation measures, incurred in Lessee’s Fiscal Year 2017.

“Purchase Price” means the amount set forth on the Payment Schedule that Lessee may, at its option, pay to Lessor to purchase the Equipment.

“Rental Payment Dates” means the dates set forth on the Payment Schedule on which Rental Payments are due.

“Rental Payment Fund” means the special fund established by Lessee in the Ordinance for the deposit of Pledged Energy Cost Savings Revenues and such other authorized revenues as are permitted by the Act and pledged in the Ordinance for Rental Payments, subject to Sections

6 through 8 and Section 10.

“Rental Payments” means the basic rental payments payable by Lessee pursuant to

Section 9 from the Rental Payment Fund.

“State” means the State of New Mexico

“Vendor” means the manufacturers of the Equipment as well as the agents or dealers of

the manufacturers from whom Lessor purchased or is purchasing the Equipment, as listed on Exhibit A.

Section 2. Representations and Covenants of Lessee. Lessee represents, warrants and covenants, for the benefit of Lessor as follows:

(a) Lessee is a political subdivision duly organized and existing under the

constitution and laws of the State. Lessee will do or cause to be done all things to preserve and keep in full force and effect its existence as a political subdivision. So long as the Agreement

continues in effect, Lessee shall use its best efforts to comply with its enabling legislation and

3

other laws to which it is subject. Lessee has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power.

(b) Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligations

hereunder.

(c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval of its governing body at meetings duly called, regularly convened and

attended throughout by a requisite majority of the members thereof or by other appropriate official approval.

(d) This Agreement constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally.

(e) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the Closing Date.

(f) Lessee has, in accordance with the requirements of law, pledged to and granted to Lessor a security interest in the Pledged Energy Cost Savings Revenues for the payment of amounts due under this Agreement, subject to the uses thereof permitted by and the priorities set

forth in the Ordinance. The Agreement constitutes an irrevocable and first lien on the Pledged Energy Cost Savings Revenues.

(g) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder.

(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,

before or by any court, public board or body, pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision,

ruling or finding would materially adversely affect the transactions contemplated by this Agreement or any other document, agreement or certificate which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement or materially

adversely affect the financial condition or properties of Lessee.

(i) All authorizations, consents and approvals of governmental bodies or agencies

required in connection with the execution and delivery by Lessee of this Agreement or in connection with the carrying out by Lessee of its obligations hereunder have been obtained.

(j) The entering into and performance of this Agreement or any other document or

agreement contemplated hereby to which Lessee is or is to be a party will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a

default under, or result in the creation of any lien, charge, security interest or other encumbrance on any assets of Lessee or the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its

assets may be bound, except as herein provided.

4

(k) The Equipment described in this Agreement is essential to the function of Lessee or to the service Lessee provides to its citizens. Lessee has an immediate need for, and expects

to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee only for

the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of Lessee’s authority.

(l) Neither the payment of the Rental Payments hereunder nor any portion thereof is (i) secured by any interest in property used or to be used in a trade or business of a non-exempt person

(within the meaning of Section 103 of the Code) or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business of a non-exempt person (within the meaning of Section 103 of the Code). No portion of

the Equipment will be used directly or indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section 103 of the Code).

(m) Lessee will comply with all applicable provisions of the Code, including without

limitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department

to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation.

(n) Lessee will use the proceeds of this Agreement as soon as practicable and with all

reasonable dispatch for the purpose for which this Agreement has been entered into. No part of the

proceeds of this Agreement will be invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably

anticipated on the date of issuance of this Agreement, would have caused any portion of this Agreement to be or become “arbitrage bonds” within the meaning of Section 103(b)(2) or Section 148 of the Code and the applicable regulations of the Treasury Department.

(o) Lessee has never failed to pay payments coming due under any bond issue, lease

purchase agreement or other indebtedness obligation of Lessee.

(p) The useful life of the Equipment will not be less than the Lease Term.

(q) The application, statements and credit or financial information submitted by

Lessee to Lessor are true and correct and made to induce Lessor to enter into this Agreement and the escrow agreement, and Lessee has experienced no material change in its financial condition

since the date(s) of such information.

(r) Lessee has provided Lessor with audited financial statements through June 30, 2016. Lessee has experienced no material change in its financial condition or in the revenues

expected to be utilized to meet Rental Payments due under the Agreement since June 30, 2016.

(s) Lessee will pay the excess (if any) of the actual costs of acquiring the Equipment

under the Agreement over the amount deposited by Lessor in the escrow fund, if any, established under any related escrow agreement and interest earnings thereon.

5

(t) Lessee has established or will have established as of the Closing Date, the Rental Payment Fund in accordance with the Act for the purpose of paying the Rental Payments.

Section 3. Certification as to Arbitrage. Lessee hereby represents as follows:

(a) The estimated total costs of the Equipment, together with any costs of entering into this Agreement that are expected to be financed under this Agreement, will not be less than the total principal portion of the Rental Payments.

(b) The Equipment has been ordered or is expected to be ordered within six months

of the Closing Date, and the Equipment is expected to be delivered and installed, and the Vendor fully paid, within eighteen months of the Closing Date.

(c) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Rental Payments,

except for ordinary repair and replacement. (d) To the best of our knowledge, information and belief, the above expectations are

reasonable.

Section 4. Lease of Equipment. Lessor hereby demises, leases and lets the Equipment to Lessee, and Lessee rents, leases and hires the Equipment from Lessor, in accordance with the provisions of this Agreement, for the Lease Term.

Section 5. Lease Term. The term of this Agreement will commence on the Closing Date and will terminate when all amounts due and payable under this Agreement have been paid

in full, unless Lessee has terminated this Agreement pursuant to Section 6 or Section 31.

Section 6. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events:

(a) the exercise by Lessee of the option to purchase the Equipment under the provisions of Section 31 and payment of the Purchase Price and all amounts payable in

connection therewith;

(b) the exercise by Lessee of the option to cease Rental Payments pursuant to Section

8;

(c) a default by Lessee and Lessor’s election to terminate this Agreement under Section 36; or

(d) the payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder during the Lease Term.

Section 7. Reserved.

Section 8. Lessee’s Election to Cease Rental Payments . Lessee is obligated only to pay Rental Payments under this Agreement as may lawfully be made from revenues and funds

6

pledged for that purpose pursuant to the Ordinance and this Agreement. In the event Lessee elects to cease making payments of Pledged Energy Cost Savings Revenues due under this

Agreement, or Pledged Energy Costs Savings Revenues are not otherwise legally available, in Lessee’s sole and absolute discretion, to pay the Rental Payments required to be paid in the next

occurring Renewal Term, as set forth in the Payment Schedule, this Agreement will be deemed to be terminated at the end of the then current Fiscal Year. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then current Fiscal Year. If

this Agreement is terminated in accordance with this Section, Lessee agrees, at Lessee’s cost and expense, to peaceably deliver the Equipment to Lessor at the location or locations specified by

Lessor. [NEED TO DISCUSS THIS CONCEPT]

Section 9. Rental Payments. Lessee will pay Rental Payments, exclusively from legally available Pledged Energy Cost Savings Revenues deposited in the Rental Payment Fund

and any funds received from the financial guaranty under the Guaranteed Utility Savings Contract as is necessary to pay applicable Rental Payments, in lawful money of the United States

of America to Lessor in the amounts and on the dates set forth on the Payment Schedule. Rental Payments will be in consideration for Lessee’s use of the Equipment during the fiscal year in which such payments are due. Any Rental Payment not received on or before its due date will

bear interest at the rate of 10% per annum or the maximum amount permitted by law, whichever is less, from its due date. Lessee hereby pledges the amount in the Rental Payment Fund to the

payment of all amounts due hereunder.

In the event that it is determined that any of the interest components of Rental Payments may not be excluded from gross income for purposes of federal income taxation, Lessee agrees to

pay to Lessor promptly after any such determination and on each Rental Payment Date thereafter an additional amount determined by Lessor to compensate Lessor for the loss of such excludability

(including without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive absent manifest error.

Section 10. Guaranteed Cost Savings as Special Funds of Lessee; Rental Payment

Fund.

(a) This Agreement, together with Rental Payments and other obligations of the Lessee hereunder, constitutes a special, limited obligation of the Lessee, payable solely from the Pledged Energy Cost Savings Revenues as provided in the Ordinance; and this Agreement shall

not constitute a general obligation of the Lessee or the State, and the Lessor may not look to any general or other fund of the Lessee for payment of the obligations hereunder. Nothing contained

in this Agreement or the Ordinance, or any other instruments, shall be construed as obligating the Lessee (except with respect to the application of the Pledged Energy Cost Savings Revenues), as incurring a pecuniary liability or a charge upon the general credit of the Lessee or against its

taxing power, nor shall a breach of any agreement contained in this Agreement, the Ordinance or any other instrument impose any pecuniary liability upon the Lessee or any charge upon its

general credit or against its taxing power. This Agreement shall never constitute an indebtedness of the Lessee within the meaning of any State constitutional provision or statutory limitation and shall never constitute or give rise to a pecuniary liability of the Lessee or a charge against its

general credit or taxing power. Nothing herein shall prevent the Lessee from applying other

7

funds of the Lessee legally available therefor to payments required hereunder, in its sole and absolute discretion.

(b) Notwithstanding anything in this Agreement to the contrary, in any fiscal year amounts in the Rental Payment Fund equal the aggregate Rental Payments due in such fiscal

year, Lessee may withdraw any excess amounts which may be used for any lawful purpose of Lessee.

Section 11. Interest Component. As set forth on the Payment Schedule, a portion of

each Rental Payment is paid as, and represents payment of, interest. Interest shall be computed on the basis of a 360 day year and 90 day quarters at ___________ percent.

Section 12. Rental Payments to be Unconditional. Except as provided in Sections 8

and 10, the obligations of Lessee to make Rental Payments (but only from and to the extent of legally available Pledged Energy Cost Savings Revenues) and to perform and observe the other

covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without

limitation any failure of the Equipment to be delivered or installed, any defects, malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or unforeseen circumstances.

Section 13. Delivery, Installation and Acceptance of the Equipment. Lessee will order the Equipment, cause the Equipment to be delivered and installed at the locations specified

on Exhibit A, pursuant to the Guaranteed Utility Savings Contract, and pay any and all delivery and installation costs in connection therewith. When the Equipment has been delivered and installed, Lessee will immediately accept the Equipment, subject to the provisions of the New

Mexico Procurement Code, NMSA 1978, §§ 13-1-1, et seq. and the provisions of the Guaranteed Utility Savings Contract and evidence said acceptance by executing and delivering to Lessor an

acceptance certificate in form and substance acceptable to Lessor. After it has been installed, the Equipment will not be moved from the locations specified on Exhibit A without Lessor’s consent, which consent will not be unreasonably withheld.

Section 14. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee will peaceably and

quietly have and hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in this Agreement.

Section 15. Right of Inspection. Lessor will have the right at all reasonable times

during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment.

Section 16. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee will obtain all permits and licenses, if any,

necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and

operation of each item of the Equipment) with all applicable laws, regulations and rulings of any

8

legislative, executive, administrative or judicial body; provided, however, that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any

reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under this Agreement.

Section 17. Maintenance of Equipment. Lessee agrees that it will, at Lessee’s own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and condition. Lessor will have no responsibility to maintain, or repair or to make improvements or

additions to the Equipment.

Section 18. Title to the Equipment. During the Lease Term, title to the Equipment and

any and all additions, repairs, replacements or modifications will vest in Lessee, subject to the rights of Lessor under this Agreement; provided that title will thereafter immediately and without any action by Lessee vest in Lessor, and Lessee will immediately surrender possession of the

Equipment to Lessor upon (a) any termination of this Agreement other than termination pursuant to Section 31 or (b) the occurrence of an Event of Default. It is the intent of the parties hereto

that any transfer of title to Lessor pursuant to this Section will occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee will, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such

transfer. Lessee irrevocably designates, makes, constitutes and appoints Lessor and its assignee as Lessee’s true and lawful attorney (and agent-in-fact) with power, at such time of termination

or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee’s or Lessor’s or such assignee’s name, to endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the

Equipment in order to vest title in Lessor and transfer possession to Lessor.

Section 19. Security Interest. To secure the payment of all of Lessee’s obligations

under this Agreement and to the extent permitted by law, Lessor retains a security interest constituting a first lien on the Equipment and on all additions, attachments and accessions thereto and substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional

documents in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees that financing statements may be filed with

respect to the security interest in the Equipment.

As further security therefor, Lessee grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time comprising the escrow fund, if any,

established under any related escrow agreement and all proceeds (cash and non-cash) thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured

party.

Section 20. Personal Property. Lessor and Lessee agree that the Equipment is and will remain personal property. The Equipment will not be deemed to be affixed to or a part of the

real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to such real estate or

any building thereon. Upon the request of Lessor, Lessee will, at Lessee’s expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.

9

Section 21. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee will keep the Equipment free and clear of all liens, charges and encumbrances, except those

created under this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the

Equipment will be exempt from all property taxes and other similar charges. If the use, possession or acquisition of the Equipment is found to be subject to taxation in any form, Lessee will pay all taxes and governmental charges lawfully assessed or levied against or with respect to

the Equipment. Lessee will pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee will pay such taxes and charges as the same become due; provided

that, with respect to any such taxes and charges that may lawfully be paid in installments over a period of years, Lessee will be obligated to pay only such installments that accrue during the Lease Term.

Section 22. Insurance. At its own expense, Lessee will maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard

extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment, (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory

to Lessor, and (c) workers’ compensation coverage as required by the laws of the State; provided that, with Lessor’s prior written consent, Lessee may self-insure against the risks described in

clauses (a) and (b). Lessee shall also cause Vendor to provide to Lessor a payment and performance bond naming Lessor as a dual obligee with Lessee and issued by a surety company rated “A” or better by AM Best. All insurance proceeds from casualty losses will be payable as

hereinafter provided. Lessee will furnish to Lessor certificates evidencing such coverage throughout the Lease Term.

All such casualty and liability insurance will be with insurers that are acceptable to Lessor, will name Lessor as a loss payee and an additional insured and will contain a provision to the effect that such insurance will not be cancelled or modified materially without first giving

written notice thereof to Lessor at least ten days in advance of such cancellation or modification. All such casualty insurance will contain a provision making any losses payable to Lessee and

Lessor, as their respective interests may appear.

Section 23. Advances. In the event Lessee fails to maintain the insurance required by this Agreement, pay taxes or charges required to be paid by it under this Agreement or fails to

keep the Equipment in good repair and operating condition, Lessor may (but will be under no obligation to) purchase the required policies of insurance and pay the cost of the premiums on

the thereof, pay such taxes and charges and make such Equipment repairs or replacements as are necessary and pay the cost thereof. All amounts so advanced by Lessor will become additional rent. Lessee agrees to pay such amounts with interest thereon from the date paid at the rate of

10% per annum or the maximum permitted by law, whichever is less.

Section 24. Financial Information. Within 270 days after the end of each fiscal year,

Lessee will provide Lessor with current financial statements, budgets and such other financial information relating to the ability of Lessee to continue this Agreement as may be requested by Lessor.

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Section 25. Release and Indemnification. From and to the extent of legally available Pledged Energy Cost Savings Revenues, to the extent permitted by law, Lessee will indemnify,

protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection

therewith (including, without limitation, counsel fees and expenses and any federal income tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of (a) the entering into this Agreement, (b) the ownership of any item of the

Equipment, (c) the manufacturing, ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d) any accident in connection

with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury or death to any person or (e) the breach of any covenant herein or any material misrepresentation contained herein. The indemnification arising under

this paragraph will continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason.

Section 26. Risk of Loss. Lessee assumes, from and including the Closing Date, all risk of loss of or damage to the Equipment from any cause whatsoever. No such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof will relieve Lessee of the

obligation to make Rental Payments or to perform any other obligation under this Agreement.

Section 27. Damage, Destruction, Condemnation; Use of Proceeds. If (a) the

Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Equipment or any part thereof or the interest of Lessee or Lessor in the Equipment or any part thereof will be taken under the exercise of the

power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds of any

insurance claim or condemnation award to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee has exercised its option to purchase the Equipment pursuant to Section 31. Any balance of the Net Proceeds

remaining after such work has been completed will be paid to Lessee.

Section 28. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in

full the cost of any repair, restoration, modification or improvement referred to in Section 27,

Lessee will either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b)

purchase Lessor’s interest in the Equipment pursuant to Section 31. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or

improvement or after purchasing the Equipment will be retained by Lessee. If Lessee will make any payments pursuant to this Section, Lessee will not be entitled to any reimbursement therefor from Lessor nor will Lessee be entitled to any diminution of the amounts payable under Section

9.

Section 29. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR

REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,

CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR

PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY OTHER

WARRANTY OR REPRESENTATION WITH RESPECT THERETO. IN NO EVENT

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SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR

CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS

AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE’S

USE OR MAINTENANCE OF ANY EQUIPMENT OR SERVICES PROVIDED FOR IN

THIS AGREEMENT.

Section 30. Vendor’s Warranties. Lessee may have rights under the contract evidencing the purchase of the Equipment; Lessee is advised to contact the Vendor for a

description of any such rights. Lessee hereby assigns to Lessor during the Lease Term all warranties running from Vendor to Lessee. Lessor hereby irrevocably appoints Lessee its agent

and attorney-in-fact during the Lease Term, so long as Lessee will not be in default hereunder, to assert from time to time whatever claims and rights (including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessee’s sole remedy for the

breach of any such warranty, indemnification or representation will be against the Vendor, and not against Lessor. Any such matter will not have any effect whatsoever on the rights and

obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or availability of such warranties

by the Vendor.

Section 31. Purchase Option. Lessee will have the option to purchase the Equipment,

upon giving written notice to Lessor at least 30 days before the date of purchase, at the following times and upon the following terms:

(a) On any Rental Payment Date on and after December 1, 2022, upon payment in

full of the Rental Payment then due hereunder plus all other amounts due hereunder plus the then-applicable Purchase Price to Lessor;

(b) In the event of substantial damage to or destruction or condemnation (other than by Lessee or any entity controlled by or otherwise affiliated with Lessee) of substantially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee’s notice to Lessor of

its exercise of the purchase option, upon payment in full of the Rental Payment and all other amounts then due hereunder plus (i) the Purchase Price designated on the Payment Schedule for

such purchase date if such purchase date is a Rental Payment Date or the Purchase Price for the immediately preceding Rental Payment Date if such purchase date is not a Rental Payment Date, and (ii) if such day is not a Rental Payment Date, an amount equal to the portion of the interest

component of the Rental Payment scheduled to come due on the following Rental Payment Date accrued from the immediately preceding Rental Payment Date to such purchase date, computed

on the basis of a 360-day year of four ninety (90) day quarters; or

(c) In the event monies remain in any escrow fund established under an escrow agreement, upon receipt by the escrow agent under such escrow agreement of a duly executed

certificate of acceptance and payment request identified as the final such request, the remaining monies in such escrow fund shall, first be applied to all reasonable fees and expenses incurred by

such escrow agent, if applicable, in connection with such escrow fund as evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor, for application against the outstanding principal components of Rental Payments, including prepayment of Rental

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Payments hereunder, unless Lessor directs that payment of such amount be made in such other manner that, in the opinion of nationally recognized counsel in the area of tax exempt municipal

obligations satisfactory to Lessor, will not adversely affect the exclusion of the interest components of Rental Payments from gross income for federal income tax purposes. If any such amount is

applied against the outstanding principal components of Rental Payments, the Payment Schedule attached hereto will be revised accordingly.

Upon the exercise of the option to purchase set forth above, title to the Equipment will be vested in Lessee, free and clear of any claim by or through Lessor.

Section 32. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine that the Rental Payments hereunder represent the fair value of the use of the Equipment and that the amount required to exercise Lessee’s option to purchase the Equipment

pursuant to Section 31 represents, as of the date of exercise of such option, the fair purchase price of the Equipment. Lessee hereby determines that the Rental Payments do not exceed a

reasonable amount so as to place Lessee under a practical economic compulsion to renew this Agreement or to exercise its option to purchase the Equipment hereunder. In making such determinations, Lessee and Lessor have given consideration to (a) the costs of the Equipment, (b)

the uses and purposes for which the Equipment will be employed by Lessee, (c) the benefit to Lessee by reason of the acquisition and installation of the Equipment and the use of the

Equipment pursuant to the terms and provisions of this Agreement, and (d) Lessee’s option to purchase the Equipment. Lessee hereby determines and declares that the acquisition and installation of the Equipment and the leasing of the Equipment pursuant to this Agreement will

result in equipment of comparable quality and meeting the same requirements and standards as would be necessary if the acquisition and installation of the Equipment were performed by

Lessee other than pursuant to this Agreement. Lessee hereby determines and declares that the Lease Term does not exceed 120% the useful life of the Equipment.

Section 33. Assignment by Lessor. Lessor’s interest in, to and under this Agreement

and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor without the necessity of obtaining the consent of Lessee; provided that any assignment

will not be effective against Lessee until (a) Lessee has received written notice of the name and address of the assignee and (b) in the event that such assignment is made to a bank or trust company for holders of certificates representing interests in this Agreement, such bank or trust

company agrees to maintain, or cause to be maintained, a register by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of

Lessee, to furnish such information to Lessee. Lessee will retain all such notices as a register of all assignees and will make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or

financing statements that may be reasonably requested by Lessor or any assignee to protect its interest in the Equipment and in this Agreement and agrees to the filing of financing statements

with respect to the Equipment and this Agreement. Lessee will not have the right to and will not assert against any assignee any claim, counterclaim, defense, set-off or other right Lessee may have against Lessor.

Section 34. Assignment and Subleasing by Lessee. None of Lessee’s right, title and interest in, to and under this Agreement and the Equipment may be assigned or encumbered by

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Lessee for any reason, except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the

area of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross

income for federal income tax purposes. Any such sublease of all or part of the Equipment will be subject to this Agreement and the rights of Lessor in, to and under this Agreement and the Equipment.

Section 35. Events of Default Defined. Subject to the provisions of Section 8, any of the following will be “Events of Default” under this Agreement:

(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein;

(b) Failure by Lessee to observe and perform any covenant, condition or agreement

on its part to be observed or performed, other than as referred to in Section 35(a), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied, is given

to Lessee by Lessor, unless Lessor will agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time

if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;

(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its execution, delivery or performance will prove to have been false, incorrect, misleading or breached in any material respect on the date when made;

(d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability

thereof will be contested by Lessee or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement;

(e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be

unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy

or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition

filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or

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(f) An order, judgment or decree will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of

Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree will continue unstayed and in effect for

any period of 30 consecutive days.

Section 36. Remedies on Default. Whenever any Event of Default exists, Lessor will have the right, at its sole option without any further demand or notice, to take one or any

combination of the following remedial steps:

(a) With or without terminating this Agreement, Lessor may enter the premises where

the Equipment is located and retake possession of the Equipment or require Lessee at Lessee’s expense to promptly return any or all of the Equipment to the possession of Lessor at a place specified by Lessor, and sell or lease the Equipment or, for the account of Lessee, sublease the

Equipment, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable Purchase Price, and (ii) the net proceeds

of any such sale, lease or sublease (after deducting all expenses of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers’ and attorneys’

fees) provided that the amount of Lessee’s liability under this subparagraph (a) shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining Rental Payments

and other amounts payable by Lessee to the end of the Lease Term; and

(b) Lessor may take whatever other action at law or in equity, including mandamus, as may appear necessary or desirable to enforce its rights as the owner of the Equipment.

In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by

Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.

Section 37. No Remedy Exclusive. No remedy herein conferred upon or reserved to

Lessor is intended to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or

in equity. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to

entitle Lessor to exercise any remedy reserved to it in this Agreement it will not be necessary to give any notice, other than such notice as may be required in this Agreement.

Section 38. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY

LAW, EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO

TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING

TO OR ARISING OUT OF THIS AGREEMENT.

Section 39. Notices. All notices, certificates or other communications hereunder will be

sufficiently given and will be deemed given when delivered or mailed by registered mail,

15

postage prepaid, to the parties at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto will designate in writing to the other

for notices to such party), to any assignee at its address as it appears on the register maintained by Lessee.

Section 40. Binding Effect. This Agreement will inure to the benefit of and will be binding upon Lessor and Lessee and their respective successors and assigns.

Section 41. Severability. In the event any provision of this Agreement will be held

invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.

Section 42. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee.

Section 43. Amendments. This Agreement may be amended, changed or modified in

any manner by written agreement of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or remedy hereunder must be affirmatively and expressly made in

writing and will not be implied from inaction, course of dealing or otherwise.

Section 44. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which will be an original and all of which will

constitute but one and the same instrument.

Section 45. Captions. The captions or headings in this Agreement are for convenience

only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

Section 46. Applicable Law. This Agreement will be governed by and construed in

accordance with the laws of the State.

Section 47. Electronic Transactions. The parties agree that the transaction described

herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all

purposes, including the filing of any claim, action or suit in the appropriate court of law.

Section 48. Role of Lessor. Lessor has not acted and will not act as a fiduciary for

Lessee or as Lessee’s agent or municipal advisor. Lessor has not and will not provide financial, legal, tax, accounting or other advice to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Agreement. Lessee, its financial advisor, placement agent

or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Agreement from its own advisors (including as it relates to

structure, timing, terms and similar matters).

Section 49. Participation of Agreement from Lessor to SNFC. Lessor hereby notifies Lessee, and Lessee hereby acknowledges and consents to such notification, that simultaneously

with the execution and delivery of this Agreement, Lessor will enter into a participation

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agreement with Sterling National Funding Corp., a New York corporation and a wholly-owned subsidiary of Lessor (“SNFC”), whereby Lessor will assign to SNFC a 100% participation

interest in this Agreement at par. Lessor will continue to service this Agreement and collect all Rental Payments and payment of the Purchase Price hereunder.

[SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their corporate names by their duly authorized officers as of the date first above

written.

STERLING NATIONAL BANK

By: Name: Troy Grasinger

Title: Managing Director Address: 1412 Broadway, 7th Floor New York, NY 10018

Attention: NYC Team 114

SANDOVAL COUNTY, NEW MEXICO

By:

Name: Title:

Address: 1500 Idalia Road, Building D, Bernalillo, NM 87004

EXHIBIT A TO


EQUIPMENT SCHEDULE

Equipment Description:

The Equipment consists of energy savings improvements set forth in the Guaranteed Utility Savings

Contract dated ___________________, 20__, between Lessee and [Name of Vendor], as described in and at the locations listed therein, together with any and all replacement parts, additions, repairs,

modifications, attachments and accessories thereto, any and all substitutions, replacements or exchanges therefor, and any and all insurance and/or proceeds thereof. See also “Scope of Work” attached hereto for a further description of the Equipment.

Locations:

The Equipment will be located at the following locations: _____________________________

_____________________________ _____________________________

_____________________________ _____________________________

_____________________________

_____________________________ _____________________________ _____________________________

Vendor:

The Vendor for the Equipment is [Name of Vendor], ____________________________________.

This Equipment Schedule shall be deemed to be supplemented by the descriptions of the Equipment included in the Certificate of Acceptance and Payment Requests submitted to Sterling National

Bank, as escrow agent, pursuant to the Escrow Agreement dated as of [Dated Date], among Lessor, Lessee and Sterling National Bank, as escrow agent, which descriptions shall be deemed to be incorporated herein.

Please provide list of facilities at which the

energy savings improvements will be

installed, including addresses.

EXHIBIT B TO


PAYMENT SCHEDULE

Principal Amount: $[Principal Amount] Interest Rate: _____%

Closing Date: [Dated Date] Rental payments will be made in accordance with Section 9 and this Payment Schedule.

Rental

Payment Date Total

Rental Payment Principal Portion

Interest Portion

Purchase Price

[To be provided by Lessor.]


By:

Name:

Title:

_______________ * Lessee may exercise its option to purchase pursuant to Section 31(b) of the Agreement at any

time; option to purchase pursuant to Section 31(a) of the Agreement may be exercised on December 1, 2022, and any Rental Payment Date thereafter.

EXHIBIT C TO


GUARANTEED COST SAVINGS

[To be provided by Vendor.]

1


RESOLUTION NO. _______

RELATING TO THE SANDOVAL COUNTY, NEW MEXICO ENERGY EFFICIENCY LEASE-PURCHASE AGREEMENT (THE “AGREEMENT”);

ESTABLISHING THE EXACT AGGREGATE PRINCIPAL AMOUNT OF THE AGREEMENT OF SIX MILLION SEVEN HUNDRED THOUSAND AND

NO/100 DOLLARS ($6,700,000), RENTAL PAYMENT DATES, RATE OF INTEREST, REDEMPTION FEATURES, AND OTHER TERMS WITH RESPECT TO THE AGREEMENT IN ACCORDANCE WITH ORDINANCE

NO. 6-15-17.8A ADOPTED ON JUNE 15, 2017; APPROVING THE EXECUTION AND DELIVERY OF A GUARANTEED UTILITY SAVINGS

CONTRACT AND AN ESCROW AGREEMENT IN CONNECTION WITH THE AGREEMENT; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN; AND REPEALING ALL ACTION INCONSISTENT WITH THIS

RESOLUTION.

All terms not defined herein shall have the meanings given them in Ordinance No. 6-15-17.8A (the “Parameters Ordinance” or the “Ordinance”) adopted by the Board on June 15, 2017.

WHEREAS, on June 15, 2017, pursuant to the Act, the Board adopted the Parameters Ordinance authorizing the issuance of the Sandoval County, New Mexico Energy Efficiency

Lease-Purchase Agreement (the “Agreement”), (ii) a Guaranteed Utility Savings Contract and (iii) an Escrow Agreement, and providing for the adoption of this resolution (the “Final Terms Resolution”) setting forth certain details with respect to the Agreement; and

WHEREAS, the County has received an offer to enter into the Agreement from the

Lessor; and

WHEREAS, there has been on deposit with the County Clerk and presented to the Board:

(A) the proposed form of the Agreement;

(B) the proposed form of a Guaranteed Utility Savings Contract; and

(C) the proposed form of Escrow Agreement;

and

2

WHEREAS, the Board has determined that it is in the best interest of the County to proceed with the Project by adoption of this Resolution.

BE IT RESOLVED BY THE GOVERNING BODY OF SANDOVAL COUNTY, NEW

MEXICO: Section 1. Ratification. All action not inconsistent with the provisions of this Sale

Resolution heretofore taken by the Board and the officials of the County directed toward the execution and delivery of the Agreement, the Guaranteed Utility Savings Contract and the

Escrow Agreement is hereby ratified, approved and confirmed.

Section 2. Details of the Agreement, Guaranteed Utility Savings Contract and

Escrow Agreement. The forms and terms of the Agreement, Guaranteed Utility Savings Contract and Escrow Agreement, as presented at the meeting at which this Resolution is adopted,

are hereby approved. The Agreement shall be issued in the aggregate principal amount of $6,700,000.00, shall be dated its date of execution and delivery to the Lessor, shall bear interest from the date of delivery, at the rate described in the Agreement, payable on the dates set forth in

the Agreement. The Guaranteed Utility Savings Contract shall not be executed unless and until all certifications and approvals from the New Mexico Energy, Minerals and Natural Resources

Department are obtained.

Section 3. Net Effective Interest Rate. The net effective interest rate on the Agreement is _____%, which is less than 12% as required by the Parameters Ordinance.

Section 4. Terms of Documents within Parameters of Ordinance. It is hereby found

and determined that the above terms established for the Agreement, Guaranteed Utility Savings Contract and Escrow Agreement are within the parameters established by the Parameters Ordinance.

Section 5. Authorization of Officers. The officers of the County, including without

limitation, the Chairman, Manager, Treasurer and Clerk be, and they hereby are, authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Resolution, including, without limiting the generality of the foregoing, the signature and

distribution of materials relating to the Agreement, as may be required by the Lessor or bond counsel.

Section 6. Repealer. All bylaws, ordinances and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. This repealer shall

not be construed as reviving any bylaw, order, or resolution, or part thereof, heretofore repealed.

Section 7. Severability. If any section, paragraph, clause or provision hereof shall be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 8. Publication. A title and general summary of the subject matter contained

in this Resolution shall be published in substantially the following form after adoption of this Resolution:

3

[Form of Summary of Sale Resolution for Publication]

Sandoval County, New Mexico

Notice of Adoption of Sale Resolution Notice is hereby given of the title and of a general summary of the subject matter

contained in a resolution duly adopted and approved by the Board of County Commissioners of Sandoval County, New Mexico on July 13, 2017, relating to the details of the County’s Energy

Efficiency Lease-Purchase Agreement as authorized pursuant to its Ordinance No. 6-15-17.8A duly adopted by the Board on June 15, 2017. Complete copies of the Resolution are available for public inspection during the normal and regular business hours of the County Clerk, 1500

Idalia Road, Building D, Bernalillo, New Mexico.

The title of the Resolution is:

RELATING TO THE SANDOVAL COUNTY, NEW MEXICO ENERGY

EFFICIENCY LEASE-PURCHASE AGREEMENT (THE “AGREEMENT”); ESTABLISHING THE EXACT AGGREGATE PRINCIPAL AMOUNT OF

THE AGREEMENT OF SIX MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($6,700,000), RENTAL PAYMENT DATES, RATE OF INTEREST, REDEMPTION FEATURES, AND OTHER TERMS WITH

RESPECT TO THE AGREEMENT IN ACCORDANCE WITH ORDINANCE NO. 6-15-17.8A ADOPTED ON JUNE 15, 2017; APPROVING THE

EXECUTION AND DELIVERY OF A GUARANTEED UTILITY SAVINGS CONTRACT AND AN ESCROW AGREEMENT IN CONNECITON WITH THE AGREEMENT; RATIFYING CERTAIN ACTIONS HERETOFORE

TAKEN; AND REPEALING ALL ACTION INCONSISTENT WITH THIS RESOLUTION.

The title sets forth a general summary of the subject matter contained in the Resolution.

[End of Form of Summary for Publication]

Section 9. Effective Date. This Resolution shall take effect immediately upon its adoption and approval by the Board and be supplemental to the Parameters Ordinance.

4

PASSED AND ADOPTED this 19th day of October, 2017.



Don G. Chapman, Chairman

ATTEST: David J. Heil, Vice Chairman

Eileen Garbagni, County Clerk Jay C. Block, Member

F. Kenneth Eichwald, Member

Dr. JF. Holden-Rhodes, Member

Y:\dox\client\84943\0021\GENERAL\W2967514.DOC


Regular MeetingMeeting Date: 11/02/2017 Requestor: Maria Encinias, AdministrationCommissioner Sponsored: No District: Agenda:

InformationAction Requested:Request for a Motion to Adopt Resolution No. 11-2-17.8B Declaring the Intent of theBoard of County Commission Authorizing the Lease Amendment by and Between theCounty of Sandoval and AMI KIDS Sandoval, INC.

Why Action Is Necessary (Summary):Due to the drop in Federal Bureau of Prison at risk youth being housed at the Countyfacility in Cuba the County contract tenant AMI Kids is unable to make it's rentpayments. They have asked the County to abate the rent for no more than twelvemonths. The County set $370,000 when the original loan was made in 2012 just for usein case this situation came about.

Recommendations:Approval



Official

AttorneyAs to Form

CountyManager

Other

---------- HRS10/26/17

DM10/26/17 ----------

AttachmentsBoard of Finance Approval Lease Amendment Resolution

LEASE AMENDMENT BY AND BETWEEN THE COUNTY OF SANDOVAL AND AMI KIDS SANDOVAL, INC.

THIS LEASE AMENDMENT(“Lease Amendment”) is entered into this day of October, 2017

by and between Sandoval County, New Mexico, a statutorily created county and political subdivision of

the State of New Mexico, (hereinafter called “Landlord”) and AMIkids Sandoval, Inc. a New Mexico Not

for Profit Corporation (hereinafter called “Tenant”).

RECITALS:

A. Landlord is the owner of that certain 10 acre parcel of real property located at 1 Rodeo Road

in Cuba, Sandoval County, New Mexico (the “Premises”); and

B. Pursuant to the terms of a 2010 Lease Agreement, Landlord appointed Tenant as Landlord’s

agent to construct, and Tenant did construct and currently operates, a residential treatment

facility for at-risk youth on the Premises (the “Buildings”); and

C. Pursuant to the terms of a new Lease Agreement dated June 26, 2012 (“Lease”), Landlord

and Tenant entered into a twenty (20) year Lease in which the Tenant is to pay Landlord an

annual amount equal to the debt service on a $4,339,661.00 Loan (“Loan”) dated October 1,

2012 between the Landlord and the New Mexico Finance Authority (“NMFA”) , with

payments as set forth on Exhibit A attached hereto; and

D. The Tenant has made the required rent payments from May 2017 through September 2017;

however due to current occupancy circumstances the annual amount of the lease has

placed an undue burden on the tenant.

E. The Loan was to refund a series 2010 Bond that matured on October 1, 2012; and

F. As part of the Loan, in addition to a primary debt service reserve fund of $317,603.80 held

on behalf of the NMFA, a secondary AMI Kids Reserve Fund (“Reserve Fund”) equal to

$370,000 was created to provide an extra years rent revenue to the Landlord in case the

Tenant had occupancy delays or other revenue events that would cause the Tenant to miss

or delay its rent payments to the Landlord; and

G. The Reserve Fund is held by the County in an investment account at New Mexico Bank &

Trust; and

H. The Tenant has asked the Landlord to abate some of the rent payments due the Landlord

and utilize payments made by Tenant to Landlord from May 2017 through September 2017

and some of the Reserve Fund to make the payments to the NMFA for the Loan debt service

due on November 1, 2017 and May 1, 2018; and

2

I. Landlord and Tenant desire to enter into this Lease Amendment to allow Tenant to continue

operating a residential treatment facility on the Premises, attempt to cure any financial

difficulties they are having and to provide funds for payments due under the 2012 Loan in

November of 2017 and May of 2018.

NOW, THEREFORE, the parties have agreed:

1. ABATEMENT. Landlord hereby abates the payments due to the Landlord from the Tenant in the

amount of $26,466.93 per month for the period beginning October 1, 2017 and ending September 30,

2018 (the “Abatement”) such abatement to be no less than $317,603.16, unless shortened by written

mutual agreement. Thereafter the Tenant shall begin making the payments set forth in the Lease.

2. LOAN PAYMENTS: Landlord is authorized by the Tenant to withdraw funds from the account at

New Mexico Bank and Trust account that was set up to receive the lease payments and thereafter, to

the extent that those funds are depleted, Landlord is authorized by the Tenant to withdraw funds from

the AMI Kids Reserve Fund held by the Sandoval County Treasurer and remit to the NMFA on or before

November 1, 2017 the amount of $65,731.28 and on or before May 1, 2018 the amount of $251,872.28

as payments for the debt service on the 2012 Loan.

3. CONSIDERATION. In exchange for the Abatement of rent due pursuant to paragraph 1 above,

the Landlord and Tenant agree to the following:

a. The Landlord and Tenant shall mutually agree to work together to find new youth who

could be satisfactorily be housed at the Premises. This shall include youth in child

welfare programs, in need of sober living youth shelters, in juvenile justice programs

and other sustainable solutions to support New Mexico and other youths.

b. Tenant will assign a local representative to work directly with the Director of Community

Services for the Landlord to ensure that every effort is made to successfully accomplish

the needs of expanding the occupancy levels at the Premises.

c. Tenant shall also work with the District Court of Sandoval County as the Justices of the

District Court have an interest in assisting both the Landlord and Tenant with finding

acceptable youth for housing at the Premises.

d. Tenant will appear before the Sandoval County Board of Commissioners during the

months of November, 2017, January, 2018, March, 2018, May 2018 and July, 2018 to

make a presentation about occupancy rates, the ability of the Tenant to resolve the

financial issues creating the need for the Abatement set forth above and any other

issues Tenant may wish to present or any questions the Landlord may have regarding

the Lease and operations of the Premises.

3

4. RENTAL. All other terms of the Lease shall remain in affect with the making of this Lease

Agreement. Tenant will commence making payments on the lease on October 1, 2018 in the

amount of $26,466.93 per month.

5. RESERVE FUND. No replenishment of the Reserve Fund is contemplated between October 1,

2018 and June 30, 2022. The total amount withdrawn from the Reserve Fund shall be

determined on June 30, 2022 and shall be replenished in 48 equal installments beginning on July

1, 2022. Such repayments shall be remitted to the Sandoval County Treasurer who shall keep

such deposits segregated from other County deposits.

6. NOTICES. Remittances of all rent, notices, communications, and correspondence from Tenant to

Landlord shall be addressed and delivered to Landlord at County Manager’s Office, Post Office

Box 40, Bernalillo, New Mexico 87004. Notices, communications, and correspondence from

Landlord to Tenant shall be addressed and delivered to Tenant at 1 Rodeo Road, Cuba, New

Mexico, 87013. Notice shall be deemed to have been delivered or given on the date of delivery

if delivered personally, or one (1) business day after deposit in Federal Express or other

overnight carrier respected in the United States, or on the third (3rd) business day after it is

deposited in the United States Mail with postage prepaid and properly addressed; provided,

however, notice not given as above will be deemed given if and when actually received by a

party.

7. USE OF DEBT RESERVE FUNDS:

a. Funds in the Reserve Fund, once fully replenished, shall be able to be used to reduce the

amount of principal and interest due on the NMFA loan at the determination of the Tenant,

with notice to the Landlord, so long as such prepayment is allowed under the loan

conditions of the NMFA loan;

b. Funds held by the NMFA in the primary debt service reserve fund shall be used, upon

mutual written consent of the NMFA, Tenant and Landlord, as soon as possible under the

terms of the Loan to retire the NMFA loan in its entirety. Neither the Tenant nor Landlord

shall unreasonably withhold their consent.

8. GOVERNING LAW AND VENUE. Landlord and Tenant hereby covenant and agree that this Lease

Amendment shall be governed by the laws of the State of New Mexico, and that exclusive,

mandatory venue in regard to any legal proceedings pertaining to this Lease Amendment shall

be in Sandoval County, New Mexico.

9. NONWAIVER OF LANDLORD’S RIGHTS. The failure of Landlord to insist upon specific

performance of any of the covenants or conditions of the Lease or Lease Amendment or to

exercise any option therein conferred, in any one or more instances, or the acceptance of late

4

fees in any one or more instance, shall not constitute a waiver or relinquishment of any such

covenant, conditions, or options, but the same shall be and remain in full force and effect.

10. TIME IS OF THE ESSENCE. Time is of the essence under this Lease Amendment.

11. INTERPRETATION. Unless a clear and unambiguous contrary intention appears: (i) reference to

any person or party includes such person's or party's successors and assigns but, if applicable,

only if such successors and assigns are not prohibited by this Lease Amendment, (ii) reference to

any agreement, document or instrument means such agreement, document or instrument as

amended or modified and in effect from time to time in accordance with the terms thereof, (iii)

“hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this

lease as a whole and not to any particular Section or other provision, (iv) “including” (and with

correlative meaning “include”) means including without limiting the generality of any

description preceding such term,(v) with respect to. the determination of any period of time,

“from” means “from and including” and “to” means “to but excluding,” (vi) references to “days”

means calendar days (not business or work days), and (vii) wherever this Lease Amendment

requires Landlord's advance consent or gives landlord the discretion, option, approval, election,

or the like regarding any decision, then, unless otherwise stated Landlord shall have the right to

exercise its sole and absolute discretion in making that determination.

12. CAPTIONS. Section titles or captions contained in this Lease Amendment are inserted only as a

matter of convenience and for reference and in no way define, limit, extend, or describe the

scope of this Lease Amendment or the intent of any provision hereof.

13. SEVERABILITY. The invalidity or unenforceability of any particular provision of this Lease

Amendment shall not affect the other provisions hereof, and this Lease Amendment shall be

construed in all respects as if such invalid or unenforceable provision(s) were omitted.

14. STATE BOARD OF FINANCE APPROVAL. This Lease Amendment is subject to approval by the

New Mexico State Board of Finance.

15. EFFECTIVE DATE. The Effective Date of this Lease Amendment shall be the date on which the

New Mexico State Board of Finance approves it.

5

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed as of the

date first above mentioned.

AMIkids SANDOVAL, INC. By: Name: Title: 1 Rodeo Road Cuba, NM 87013 Tax Id Number: 27-2827321 AMIkids, Inc., 5915 Benjamin Center Drive Tampa, FL 33634 WITNESS the execution of this Lease this ___ day of __________________, 2017. STATE OF NEW MEXICO ) ) ss. COUNTY OF SANDOVAL ) SUBSCRIBED AND SWORN TO ME BEFORE THIS ___ day of __________________, 2017, by ___________________________________ As ___________________________, of AMIkids Sandoval, Inc. NOTARY PUBLIC My Commission Expires:

THE COUNTY OF SANDOVAL, a political subdivision of the State of New Mexico By: The Board of County Commissioners Name: Don Chapman, Chairman By: County Manager Name: Dianne Maes Approved as to Legal Sufficiency By: County Attorney Name: Heather Smallwood Attest By: County Clerk Name: Eileen Garbagni

6

EXHIBIT A.

APPROVING A LEASE AMENDMENT BETWEEN SANDOVAL COUNTY AND AMI KIDS

SANDOVAL, INC AND AUTHORIZING THE SUBMISSION OF THE PROPOSED LEASE

AMENDMENT TO THE NEW MEXICO BOARD OF FINANCE AND THE NEW MEXICO

FINANCE AUTHORITY

WHEREAS, Sandoval County (“County”) and AMI Kids Sandoval, Inc. (“AMI Kids”) are parties

to that certain Lease Agreement (“Lease”) dated June 26, 2012 pursuant to which the County leases to

AMI Kids certain premises and improvements on which AMI Kids operates a residential treatment

facility for at-risk youth and which as approved by the State Board of Finance (see Exhibit B attached

hereto); and

WHEREAS, Sandoval County borrowed $4,339,661 from the New Mexico Finance Authority

(“NMFA”) on October 1, 2012 to refund a bond issued by the County on October 1, 2010; and

WHEREAS, the NMFA loan is secured first from the payment of rent from AMI Kids and

subordinately from a pledge of the first 1/8th of the County’s Gross Receipts Taxes; and

WHEREAS, AMI Kids has informed the County that: the US Bureau of Prisons (“BOP”) has

formally reduced the number of youth it will send to the facility to no more than 13; that their

breakeven occupancy number is between 17-19 youth; and they have formally asked for rent

abatement for a period beginning October 1, 2017 and ending no later than September 30, 2018; and

WHEREAS, when the loan was made, in addition to a NMFA required debt service reserve fund

of $317,603.80, a secondary reserve fund (“Secondary Fund”) of $370,000 was created in case there

were changes in the contract between AMI Kids and the BOP; the County stated to the State Board of

Finance at the making of the Lease and NMFA loan regarding the Secondary Fund “This provides the

County with additional revenues to protect its GRT from being used as the debt service source while

solutions or corrective measures can be taken to restore funding, find a replacement service provider,

change control to an agency of the State or to the County, or otherwise find a financial solution”; and

WHEREAS, the County and AMI Kids have negotiated an amendment (‘Amendment”) to the

Lease (attached hereto as Exhibit A) that provides for the aforementioned rent abatement and uses

monies in the Secondary Fund and payments AMI Kids has made to date to make the loan payments to

the NMFA due on May 1, 2018 and November 1, 2018 ; and

SANDOVAL COUNTY

RESOLUTION NO. 11-2-17.8B

WHEREAS, the County submitted the Proposed Amendment to the State Board of Finance on

October 4 at which time the County was asked to pass a resolution approving of the Amendment; the

State Board of Finance must approve the Amendment for it to become binding.

NOW THEREFORE BE IT RESOLVED that the Board of County Commissioners hereby

approves the Amendment attached here to; and

BE IT FURTHER RESOLVED that the Board of County Commissioners approves the

submission of the Amendment to both the New Mexico State Board of Finance and the NMFA; and

BE IT FURTHER RESOLVED that the County Treasurer is instructed to ensure that funds in the

2012 AMI Kids Bond Reserve Account (“Secondary Fund”) be available for withdrawal from their

current investments and be used along with payments from AMI Kids to date to make the loan

payments to the NMFA on May 1, 2018 and November 1, 2018.

APPROVED and ADOPTED by the governing body of Sandoval County, New Mexico, this 2nd day

of November, 2017.


OF SANDOVAL COUNTY

_________________________________

Don G. Chapman, Chairman

_________________________________ ATTEST: David J. Heil, Vice Chairman

__________________________________ _________________________________

Eileen Garbagni, County Clerk James F. Holden-Rhodes, Member

_________________________________ APPROVED AS TO FORM: Jay C. Block, Member

__________________________________ _________________________________ Heather Smallwood, County Attorney F. Kenneth Eichwald, Member


Regular MeetingMeeting Date: 11/02/2017 Requestor: Maria Encinias, AdministrationCommissioner Sponsored: Yes District: District 3Agenda: Regular

InformationAction Requested:Request for a Motion to Allow the Board of County Commission to Review and Discussthe Proposed Right to Work Ordinance and Request for a Motion to Publish and Post theProposed Right to Work Ordinance.

Why Action Is Necessary (Summary):Right to Work is a critical economic development tool to attract economic dolors andrelocate individuals to Sandoval County.




Official

AttorneyAs to Form

CountyManager

Other

---------- HRS10/26/17

DM10/26/17 ----------

AttachmentsProposed Right to Work Ordinance

STATE OF NEW MEXICO

COUNTY OF SANDOVAL

ORDINANCE NUMBER 17-___

AN ORDINANCE RELATING TO PROMOTION OF ECONOMIC DEVELOPMENT

AND COMMERCE BY REGULATION OF CERTAIN INVOLUNTARY PAYMENTS

REQUIRED OF EMPLOYEES IN SANDOVAL COUNTY

WHEREAS, it is the intent of this Ordinance to provide that no employee covered by the

National Labor Relations Act need join or pay dues to a union, or refrain from joining a union, as

a condition of employment; and provide certain penalties for violation of those employment rights;

and

WHEREAS, the County of Sandoval County desires to promote growth and economic

development within its legal boundaries, directly and in cooperation with public and private entities

promoting Sandoval County and its resources, its people and its many geographical and cultural

advantages; and

WHEREAS, Sandoval County and its residents compete for the expansion of employment

opportunities with other cities, counties and states whose citizens have adopted similar right to

work legislation; and

WHEREAS, pursuant to the New Mexico Constitution, this Body is tasked with and

empowered to enact ordinances of local self-governance, including for the protection and

convenience of the public, to encourage local commerce; and protect the rights and well-being of

its citizens, and

WHEREAS, we hereby find and determine that it is in the best interest of the citizens of

Sandoval County to promote and encourage the growth of products, services and employment

opportunities to its citizens, and for the protection and convenience of the public and the expansion

of the tax base, that we should protect employees’ right to choose employment without restraint or

coercion regarding the payment of mandatory dues, fees or other payments to a labor organization

as a condition of that employment.

NOW THEREFORE, BE IT ORDAINED BY COUNTY OF SANDOVAL

COUNTY, STATE OF NEW MEXICO, THAT NO EMPLOYEE WITHIN ITS

INCORPORATED BOUNDARIES WHO IS COVERED BY THE NATIONAL LABOR

RELATIONS ACT NEED JOIN OR PAY DUES TO A UNION, OR REFRAIN FROM

JOINING A UNION, AS A CONDITION OF EMPLOYMENT; AND CERTAIN

PENALTIES SHALL BE PROVIDED FOR VIOLATION OF THOSE EMPLOYMENT

RIGHTS:

Section 1. Authority. This Ordinance is enacted pursuant to the authority granted to this body by

the New Mexico Constitution, as a political subdivision of the State, in accordance with the laws

set forth in the New Mexico Revised Statutes and the laws of the United States of America. The

Sandoval County Board of Commissioners (the “Commission”) is authorized to adopt this

ordinance pursuant to NMSA 1978, §§ 3-2-1 et seq., and NMSA 1978 §§ 4-37-1 et seq. The intent

of this Ordinance is to be applied throughout the County of Sandoval County, and all governmental

entities subsumed thereunder, included.

Section 2. Declaration of public policy. It is hereby declared to be the public policy of the

Sandoval County in order to ensure individual freedom of choice in the pursuit of employment,

for the protection and convenience of its citizens who desire the broadest choice of employment

opportunities, to permit its citizens to choose to increase their real take home pay by decreasing

mandatory payroll deductions in order to stimulate savings and economic growth, and to encourage

an employment climate conducive to the promotion of the County to locate, expand or maintain

large and small businesses for the economic development, growth and preservation of the

community, including recruiting new businesses to the community, that the right to work shall not

be subject to undue restraint or coercion. The right to work shall not be infringed or restricted in

any way based on membership in, affiliation with, or financial support of a labor organization.

Section 3. Terms. The terms “employee,” “employer,” “labor organization,” and “person” as

used in this Ordinance shall have the same meanings as defined by the National Labor Relations

Act, 29 U.S.C. §§ 151 et seq.

Section 4. Freedom of choice guaranteed, discrimination prohibited. No person covered by

the National Labor Relations Act shall be required as a condition of employment or continuation

of employment:

(A) to resign or refrain from voluntary membership in, voluntary affiliation with, or

voluntary financial support of a labor organization;

(B) to become or remain a member of a labor organization;

(C) to pay any dues, fees, assessments, or other charges of any kind or amount to a labor

organization; or

(D) to pay to any charity or other third party, in lieu of such payments, any amount

equivalent to or a pro-rata portion of dues, fees, assessments, or other charges regularly required

of members of a labor organization.

Section 5. Voluntary deductions protected. It shall be unlawful to deduct from the wages,

earnings, or compensation of an employee any union dues, fees, assessments, or other charges to

be held for, transferred to, or paid over to a labor organization, unless the employee has first

presented, and the employer has received, a signed written authorization of such deductions, which

authorization may be revoked by the employee at any time by giving written notice of such

revocation to the employer, unless the employee has expressly waived such right of revocation in

the express terms of an otherwise lawful “dues check-off” card. In the invent of ambiguity in the

meaning of the dues check off language, the burden of proving notice, and assent shall be on the

party seeking enforcement of the dues check off agreement.

Section 6. Agreements in violation, and actions to induce such agreements, declared illegal.

Any agreement, understanding, or practice, written or oral, implied or expressed, between any

labor organization and employer that violates the rights of employees as guaranteed by provisions

of this Ordinance is hereby declared to be unlawful, null and void, and of no legal effect.

Section 7. Coercion and intimidation prohibited. It shall be unlawful for any person, labor

organization, or officer, agent or member thereof, or employer, or officer thereof, by any threatened

or actual intimidation of an employee or prospective employee, or an employee’s or prospective

employee’s parents, spouse, children, grand-children, or any other persons residing in the

employee’s or prospective employee’s home, or by any damage or threatened damage to an

employee’s or prospective employee’s property, to compel or attempt to compel such employee to

join, affiliate with, or financially support a labor organization or to refrain from doing so, or

otherwise forfeit any rights as guaranteed by provisions of this Ordinance. It shall also be unlawful

to cause or attempt to cause an employee to be denied employment or discharged from employment

because of support or nonsupport of a labor organization by inducing or attempting to induce any

other person to refuse to work with such employees.

Section 8. Penalties. Anyone violating any of the provisions of this Ordinance shall upon

conviction be subject to a fine not exceeding $300.00 or imprisonment for a period not exceeding

90 days, or both such fine and imprisonment.

Section 9. Civil remedies. Any individual harmed as a result of any violation or threatened

violation of the provisions of this Ordinance shall have a civil cause of action in the appropriate

Court of competent jurisdiction to enjoin further violations, and to recover the actual damages

sustained, together with the cost of the lawsuit, including a reasonable attorney’s fee. Such

remedies shall be independent of and in addition to the penalties and remedies prescribed in other

provisions of this Ordinance.

Section 10. Duty to investigate. It shall be the duty of the Sheriff of Sandoval County to

investigate complaints of violation or threatened violations of this Ordinance and to take all means

at his/her command to ensure the effective enforcement of this Ordinance.

Section 11. Prospective application. The provisions of this Ordinance shall apply to all contracts

entered into after the effective date of this Ordinance by employers and labor organizations for

application to employees within our jurisdiction, and shall apply to any renewal or extension of

any existing contract.

Section 12. Effective date. This Ordinance proposed for adoption shall take effect 30 days upon

approval by the Sandoval County Board of County Commissioners.

Section 13. Severability clause. If any provision of this Ordinance, or the application thereof to

any person, entity or circumstances, shall be invalid or unenforceable to any extent, the remainder

of this Ordinance, and the application of such provision to other person, entities or circumstances,

shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 14. Repealer clause. All prior Orders, Resolutions or Ordinances or parts thereof, in

conflict with this Ordinance are hereby repealed.

This Ordinance is adopted pursuant the powers granted to the County by the Sate of New

Mexico, and it was published as required in the following manner:_______________ Thus, said

Ordinance shall be in full force and effect upon signature, recordation and publication in summary

form pursuant to the laws of the State of New Mexico and the County of Sandoval County.

APPROVED this the ______ day of ___________________, 20___.

ATTEST: BOARD OF COUNTY COMMISSIONERS

SANDOVAL COUNTY

________________________ _________________________________

Eileen Garbagni, County Clerk Don G. Chapman, Chair

___________________________________

David J. Heil, Vice Chair

APPROVED AS TO FORM:

___________________________________

Jay C. Block, Member

___________________________

Heather R. Smallwood,

Assistant County Attorney

___________________________________

F. Kenneth Eichwald, Member

___________________________________

James F. Holden-Rhodes, Member


Regular MeetingMeeting Date: 11/02/2017 Requestor: Christie Humphrey, Assessor's OfficeCommissioner Sponsored: No District: N/A - Not Commissioner SponsoredAgenda:

InformationAction Requested:Request for a Motion to Authorize the County Manager to Enter into an Agreementbetween Sandoval County and the Pictometry International Corp and Approve AllSubsequent Amendments/ $337,748.00.

Why Action Is Necessary (Summary):The Assessors Office needs to provide tools like the aerial imagery services provided byPictomtry in order to keep the Assessor's office moving forward and to assist with theongoing reappraisal efforts. This technology will assist in fair, equitable and timelyassessments, assist in the reappraisal efforts, reduce County employees time in thefield, lower the risk of employees exposure to dangerous encounters in the field thuslowering possible liability to the County, increase appraiser output, reduce fleet andsalary expenses, assist in adding value and revenue to the County, provide moredetailed imagery to the public and can be used by all Public Safety departments as well.




Official

AttorneyAs to Form

FinanceBudget

CountyManager

Other

CLH10/24/17

HRS10/26/17

CM11/02/17

DM11/02/17 ----------

Fiscal ImpactBudgeted? Y/N: YFiscal Year: 2017/2018Source of Funding: 2300-08-043-46010Additional Fiscal Impact Information:

Additional Fiscal Impact Information:2017/2018: $85,686.502018/2019: $85,686.502019/2020: $83,187.502020/2021: $83,187.50

AttachmentsAward Letter Pictometry Contract Eagle View/Pictometry Presentation

Presentation for Sandoval County Commission Nov 2nd, 2017

How many counties in the US??

Why Now and Not During Door to Door Boots on the Ground Reappraisal?

In early 2016 the Assessor’s office completed a full door to door, boots on the ground county wide improved property reappraisal. You might be asking why the office did not use this technology during this process. 1. The system was lacking the majority of the data and components that are needed to utilize

this technology to its fullest potential. Over 95% of the accounts in the system were missing sketches of the improvements, components of the improvements and what little information that was in the system, the office found to be incorrect in many cases. There was a flat value in the override field with the majority of the information needed to accurately assess missing.

2. This technology has the ability to take the sketches this office has entered into the system through the reappraisal effort and overlay them on each parcel image to detect missing or new improvements. This can be accomplished without going out into the field. In order to do this process the office first needed the sketches in the system. The only way to gather all that information was to do the door to door, full measurement of each property first.

3. There was not enough in the budget to do both the necessary door to door reappraisal and the purchase of this type of technology. Salary for need additional term staff alone in the 1st year of door to door was over 450,000

Benefits of EagleView Technology • Return on Investment (ROI)

• Fair, equitable and timely assessments, accurate property records • Key component in reappraisal and canvassing efforts • Identify omitted and escaped properties which results in new revenue

• Increase Public Safety • Limits County employees in the field • Aerial tool will lower the risk of employees encountering dogs, outdoor obstacles, etc • Public Safety departments will have access. Can be used in 911, Sheriff, Fire & Emergency Management

• Increase productivity and efficiencies • Make faster and more informed decisions from your desktop • Significantly decrease filed visits • Proven to increase appraisers output

• Cost Savings • Decrease County fleet and staff expenses • Technology will be used by multiple departments • Assist constituents questions or concerns in a timely manner

Why does the Assessor’s office need this technology? • Maintain Accuracy of the Data and Assessments:

First and foremost this office does not want to move backwards and we want to continue to move forward. We need to maintain all the hard work that was accomplished. An annual reassessment of at least 1/5 of the county should be completed each year to insure the accuracy of the assessments of the properties located throughout Sandoval County. Use of Pictometry will also insure that all property in the county is on the tax roll. In the second project fly over the office can add use the change finder tool which will highlight in red any new or additions to the properties. This will alert the office to do a field visit and pick up the additional improvement and add value to the assessment. New value added to the tax roll is the element that allows for additional revenues in the general budget.

• Efficiency and Cost Savings: This technology will assist in the reappraisal effort and will ultimately save the county money. This office has met with several other class “A” counties that have this very same technology. In fact Sandoval County is the only class “A” county in New Mexico that is not utilizing this technology. The office found that 95% to 98% of the reappraisal in these counties were able to be accomplished by desktop review using this technology. What does that mean? Basically the appraiser can pull up the image of the property using Pictometry, lay the sketch over the image on the computer and verify the accuracy of the data without even going out into the field. Only the properties that have discrepancies or new improvements need to be visited. Saving time, wear and tear on vehicles, gas, need for additional term staff and other expenses. Term staff base salary alone during the door to door countywide reappraisal was about $259,000 to 474,000 per year. The need for this additional term staff is gone with the use of this technology. The annual reassessment can be accomplished using permanent staff and this technology.

• Safety and Access:

Many properties are not safe for the Assessor’s staff to enter. There is threat of dog attacks, angry aggressive home owners that do not want the staff on their property and other dangers. All of these scenarios subject the county to possible liability.

In many cases access to the properties is not available due to gates, do not trespass signs and dogs. There was recently a ruling up in Santa Fe that banned the Assessor’s office from entering private property without consent. This makes the assessor’s job impossible without the use of technology like Pictometry.

Pictometry will allow the appraiser detailed visual access to all sides of the property. Accurate measurements can be made using the measuring tools within the system thus eliminating the above concerns.

Why does the Assessor’s office need this technology?

What is this?

A Wine Glass!

See It…..

Zoom In….

…. Measure It!

Standard Ortho Image

North facing Oblique

East facing Oblique

South facing Oblique

West facing Oblique

Pictometry® Imagery in New Mexico San Juan County McKinley County Taos County Los Alamos County Santa Fe County Bernalillo County Chaves County Otero County Eddy County Dona Ana County

Sandoval County Project Project Details: 2 flight over a 4 year period- 3” Resolution Ortho and Oblique (4 Directions) Online Platform and Tools Mobile Application Integrations

Return on Investment This technology has proven to assist in discovering and identifying escaped properties which results in increased tax revenue year after year. This increased revenue helps fund local school districts, cities, municipalities, counties & special districts.

A New Mexico county quickly identified a large number of omitted properties using EagleView technology. This discovery resulted in approx. $277,000 additional tax revenue per year.

In addition:

• Vehicle Expenses- $45,000 $22,500

• Field Visits- $68,538 $34,269

• Saving an Estimated 57k per year

Who else can use EagleView Technology?

Public Communication


Regular MeetingMeeting Date: 11/02/2017 Requestor: James Maxon, Fire DepartmentCommissioner Sponsored: District: Agenda:

InformationAction Requested:Request for a Motion to Authorize the County Manager to Enter Into an Agreement withMotorola Solutions and Approve all Subsequent Amendments /$220,000.00.

Why Action Is Necessary (Summary):The current legacy repeater sites need to be updates to improve their timing with theSimulcast radio system. This project is funded through a Homeland security grant for$220,000.

Recommendations:Recommend approval



Official

AttorneyAs to Form

FinanceBudget

CountyManager

Other

JHM10/27/2017

HRS10/27/17

CH10/30/17

DM10/31/17 ----------

Fiscal ImpactBudgeted? Y/N: YFiscal Year: 17/18Source of Funding: GrantAdditional Fiscal Impact Information:Sandoval County has secured a $220,000 Homeland Security grant for this project.

AttachmentsMototola Contract

GTR EXPANSION SITESPROPOSALSANDOVAL COUNTY

PS-000078538

Introduction....................................................................................................................... 6

Standalone Repeater Site Overview....................................................................... 6

Proposed Site Equipment......................................................................................... 6

Design Assumptions.................................................................................................. 7

GTR 8000 Site Repeater/Base Radio.................................................................... 7

Equipment List............................................................................................................ 8

OPTIONAL EQUIPMENT............................................................................................ 12

Implementation Plan........................................................................................................ 13

Statement of Work..................................................................................................... 13

Assumptions............................................................................................................... 13

Support Plan...................................................................................................................... 17

Services Overview..................................................................................................... 17

Services Description................................................................................................. 17

Centralized Service Delivery................................................................................. 17

Field Service Delivery............................................................................................. 17

Network Hardware Repair..................................................................................... 18

Motorola Solutions Service Capabilities................................................................ 18

On-Call Support through the Solutions Support Center (SSC) ........................ 18

On-site Service through a Field Service Team................................................... 18

Centralized Repair Management through Motorola Solutions' Repair

Depot......................................................................................................................... 19

Pricing Summary............................................................................................................... 20

TABLE OF CONTENTS

Contractual Documentation............................................................................................ 21

The design, technical, pricing, and other information ("Information") furnished with this submission is proprietaryinformation of Motorola Solutions, Inc. ("Motorola") and is submitted with the restriction that it is to be used forevaluation purposes only. To the fullest extent allowed by applicable law, the Information is not be disclosed publiclyor in any manner to anyone other than those required to evaluate the Information without the express writtenpermission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are the trademarks orregistered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are theproperty of their respective owners. © 2017 Motorola Solutions, Inc. All rights reserved.

Use or disclosure of this proposal is subjectto the restrictions on the disclosure page.October 23, 2017 Page 4

October 23, 2017

Michael Scales Communications Administrator 314 Melissa Rd Bernalillo, New Mexico 87004

RE: Motorola Solutions GTR Expansion Sites

Dear Mr. Scales,

Motorola Solutions, Inc. (Motorola) appreciates the opportunity to provide Sandoval County quality communications equipment and services. Motorola's project team has taken great care to propose a solution to provide exceptional value.

Motorola's solution includes a combination of hardware and services. Specifically, this solution provides:

• Standalone GTR Base Radios & Antenna SystemsThis proposal is subject to the terms and conditions of the State of New Mexico General Services Statewide Price Agreement (contract number 70-000-16-00014AJ) and the enclosed Communications System Agreement, together with its Exhibits. This proposal shall remain valid for 60 days from the date of this proposal. Any questions regarding this proposal can be directed to James Forrest, Motorola Account Manager at 505-720-2067, ([email protected]).

Our goal is to provide Sandoval County with the best products and services available in the communications industry. We thank you for the opportunity to present our proposed solution, and we hope to strengthen our relationship by implementing this project.

Sincerely, MOTOROLA SOLUTIONS, INC.

Ken Rey Area Sales Manager

October 23, 2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page. Page 5

INTRODUCTIONMotorola is grateful for the opportunity to propose a complement of GTR 8000 base radios to support secondary andtactical communications across Sandoval County.

STANDALONE REPEATER SITE OVERVIEWThe primary intent of the proposed system is to provide equipment to support up to eight standalone repeater sites tobe located across Sandoval County, NM. These repeater sites will provide secondary VHF channels for use by theCounty’s sheriff department and to support tactical communications across the county.

Each of the proposed RF sites will primarily be utilized to support subscriber to subscriber communications. These RFsites will not be networked to any master site or associated dispatch sites and as such no network equipment hasbeen proposed. An analog conventional VHF GTR 8000 base radio and duplexed antenna system with a unity gainantenna will be deployed at each of the sites specified by Sandoval County. These stations will be programmed tosupport one of two frequency pairs already licensed by Sandoval Co. Five GTR 8000s will be programmed for the151.235/159.36 MHz Tx/Rx pair, while three GTR 8000s will broadcast and receive with 155.31/156.09 MHz pair. Due tothe latter channel’s 0.78 MHz Tx to Rx spacing a Bird Technologies Varinotch duplexer, capable of 0.5 Mhz minimumspacing, will be deployed for those three stations. The remaining five stations will be equipped with standard GTRduplexers capable of 1.5 Mhz minimum frequency spacing.

The GTR 8000 base radios will be supplied with analog conventional simulcast software in order to support futureredeployment of the base radios to support simulcast operations within the county. However, each station will beconfigured for standard repeater operation upon initial deployment to support its initially proposed mode ofoperation.

Optional 19” 7.5’ equipment racks are also been proposed for each site location.

This proposal includes no form of site connectivity. The deployed stations will not be networked to any core ordispatch site.

Any form of site backup power is to be provided by Sandoval County. All proposed stations have been equipped withDC cabling in the event that DC battery backup is implemented by Sandoval.

PROPOSED SITE EQUIPMENTThe following provides a summary of the primary pieces of equipment and software proposed for the proposed RFsites. Each site will include the following equipment:

• Qty Eight (8) GTR 8000 VHF Base Radios -• Analog Conventional Software• Analog Conventional Simulcast Software

• Qty Five (5) GTR Duplexers, 144-160MHz, 1.5 MHz Min Separation• Qty Three (3) Bird 28-37-04A Vari-Notch Duplexers, 144-174 MHz, 0.5 MHz Min Separation• Qty Eight (8) Antenna Systems with RFI COL51-160 Unity Gain Omni Antennas

The following optional equipment has also been proposed to support each site:

• Qty Eight (8) 19”, 7.5’ Equipment Racks


DESIGN ASSUMPTIONS• All existing sites or equipment locations will have sufficient space available for the system described as

required/specified by Motorola’s R56 Guidelines for Communications Sites. Any site upgrades not specifiedin this proposal are assumed to be performed by Sandoval County.

• All existing sites or equipment locations will have adequate electrical power in the proper phase andvoltage and site grounding to support the requirements of the system described.

• All locations have sufficient power distribution systems and at least one available 20A AC circuit to supportthe GTR 8000 BR. Sandoval County shall be responsible for any required alterations or additions to theexisting site power systems.

• Approved local, State or Federal permits as may be required for the installation and operation of theproposed equipment are the responsibility of the customer, including any necessary FCC licensing.

• FCC licensing for equipment placed at each location will be acquired by Sandoval County• If optional racks are not purchased standard 19” equipment racks or appropriate rail conversion kits will be

required to support the GTR 8000 radios and rack-mounted duplexers.• 150’ of 7/8” AVA5-50 mainline runs have been allocated per each of the eight sites and will be ordered in

bulk to support varying requirements per site.• Each site’s antenna structure is assumed to be capable of supporting the proposed 7’ collinear antennas.

For ideal isolation for both the proposed base radio and any other VHF radios on-site, it is recommendedthat the proposed antenna is placed at least 20’ (vertical, tip-to-base) from any other VHF antenna on thestructure.

• Motorola is not responsible for VHF related interference caused or received by the Motorola providedequipment except for interference that is directly caused by the Motorola provided transmitter(s) to theMotorola provided receiver(s). Any additional RF filtering that may be required will result in a change orderto the proposed scope.

GTR 8000 Site Repeater/Base RadioThe GTR 8000 Base Radio consists of a transceiver module, power amplifier module, fan module, and power supply.The transceiver module includes the functionality for the exciter, receiver, and station control. The base radiosoftware, configuration, and network management, as well as inbound/outbound traffic handling, are performedthrough this transceiver module. On-board serial and Ethernet ports are located on this module for local servicing viaConfiguration/Service Software (CSS).

The power amplifier module amplifies the low-level modulated RF signal from the transceiver module and delivers theamplified signal on the path to the transmit antenna. The power supply module supports the transceiver and poweramplifier modules, and can also provide auxiliary power to a connected site controller or Receive Multicoupler/LowNoise Amplifier (RMC/LNA).


EQUIPMENT LISTQTY NOMENCLATURE DESCRIPTION

NM_Sandoval Co - 8 VHF GTR 8000s Rptrs (7 Sites, 1 Spare)

GTR 8000 BRs - 5, 151.235/159.36

1 T7039 GTR 8000 Base Radio

1 X530BG ADD: VHF (136-174 MHZ)

1 CA01949AA ADD: ANALOG ONLY CONV SW

1 CA01952AA ADD: ANALOG CONVENTIONAL SIMULCAST SOFTWARE

1 X265AM BR PRESELCTOR, 150-174 MHZ

1 X182CB ADD: DUPLEXER, 144-160 MHZ), THEN TX AND RX MUST BE 144-160

1 CA01400AA ADD: POWER CABLE, DC

1 X153AW ADD: RACK MOUNT HARDWARE


1 X530BG ADD: VHF (136-174 MHZ)








1 X530BG ADD: VHF (136-174 MHZ)








1 X530BG ADD: VHF (136-174 MHZ)








1 X530BG ADD: VHF (136-174 MHZ)








GTR 8000 BRs - 3, 155.31/156.09


1 X530BG ADD: VHF (136-174 MHZ)






1 DS283704A VN DUPLEXER, 144-174MHZ .500 MHZ MIN SEP


1 X530BG ADD: VHF (136-174 MHZ)








1 X530BG ADD: VHF (136-174 MHZ)







Cables,8x -150' Mainline, 15' 1/2" LDF Upper, 25' 1/2"SFLEX Lower

15' 1/2" SFLEX Duplexer to GTR Tx,15' 1/4" SFLEX Duplexer to GTR Rx

450 L3323 AVA5-50, 7/8 IN VIRTUAL AIR COAXIAL CABLE, CORRUGATED COPPER



120 L1705 LDF4-50A CABLE: 1/2" LDF HELIAX POLY JKT PER FOOT

320 L1702 FSJ4-50B CABLE: 1/2" SUPERFLEX POLY JKT PER FOOT

120 L1700 FSJ1-50A CABLE: 1/4" SUPERFLEX POLY JKT PER FOOT

Antenna Systems - Qty 8


1 DSCOL51160 OMNI, RUGGED MENDER COLLINEAR, 0 DBD, 150-160 MHZ, PIM RATED

2 DDN1090 L4TDM-PSA 7-16 DIN MALE PS FOR 1/2 IN CABLE

2 TDN9289 221213 CABLE WRAP WEATHERPROOFING

2 DDN1077 7-16IN DIN FEMALE CONNECTOR EZ-FIT FOR 7/8IN CABLE (MOTOROLA SPECIFIC)

4 DSSG7806B2A SG78-06B2A GROUNDING KIT FOR 7/8 IN COAXIAL CABLE

1 DSL5SGRIP L5SGRIP 7/8" SUPPORT HOIST GRIP

1 DSVHF50DMAPGR RF SPD, 100-512MHZ, DC BLOCK HIGH POWER DIN MALE ANT, DIN FEMALE EQUIP

1 DSF4PDMV2C F4PDMV2-C 1/2" 7-16 DIN MALE CONNECTOR

1 DSF4NRHC F4NR-HC 1/2" TYPE N MALE RIGHT ANGLE CONNECTOR

2 DDN9682 F4PNMV2-HC 1/2" TYPE N MALE PLATED CONNECTOR

1 DDN9769 F1TNM-HC 1/4" TYPE N MALE CONNECTOR FOR FSJ1-50A CABLE

1 DSF1MU F1MU 1/4" MINI UHF MALE S FLEX CONNECTOR























































































OPTIONAL EQUIPMENTQTY NOMENCLATURE DESCRIPTION

OPTIONAL EQUIPMENT RACKS

8 TRN7343 SEVEN AND A HALF FOOT RACK

24 0784469Y04 BRKT, CBL SUPPORT

8 3182602Y06 GROUNDING BUS BAR

2 0310909C91 SCR LCK M6X1X13 STARPAN STL


IMPLEMENTATION PLAN

STATEMENT OF WORKThis Statement of Work (SOW) describes the deliverables to be furnished to Sandoval County. The tasks describedherein will be performed by Motorola, its subcontractors, and the Countyto implement the solution described in theSystem Description. It describes the actual work involved in installation, identifies the installation standards to befollowed, and clarifies the responsibilities for both Motorola and Customer during the project implementation.Specifically, this SOW provides:

• A summary of the phases and tasks to be completed within the project lifecycle.• A list of the deliverables associated with the project.• A description of the responsibilities for both Motorola and Customer.• The qualifications and assumptions taken into consideration during the development of this project.

This SOW provides the most current understanding of the work required by both parties to ensure a successfulproject implementation. In particular, Motorola has made assumptions of the sites to be used for the new system.Should any of the sites change, a revision to the SOW and associated pricing will be required. It is understood thatthis SOW is a working document, and that it will be revised as needed to incorporate any changes associated withcontract negotiations, Contract Design Review (CDR), and any other change orders that may occur during theexecution of the project.

Motorola will supply and install a GTR base station, transmission line, and antenna at 7 RF site locations throughoutSandoval County.

ASSUMPTIONSMotorola has based the system design on information provided by Sandoval County and an analysis of their systemrequirements. All assumptions have been listed below for review. Should Motorola’s assumptions be deemedincorrect or not agreeable to Sandoval County, a revised proposal with the necessary changes and adjusted costsmay be required. Changes to the equipment or scope of the project after contract may require a change order

• All work is to be performed during normal work hours, Monday through Friday 8:00 a.m. to 5:00 p.m.• All 7 site locations will have equipment installed back to back, with no delay between sites. Work will not

commence until all sites are prepped and ready for installation.• Racks and mounting hardware are provided as an option only.• The 7 site locations are unknown to Motorola at this time.• Access roads to all sites must be suitable for the transport of electronic components at the time of

installation. If road improvements are required, they are the responsibility of Sandoval County.• Sandoval County is responsible for all licensing of frequencies required for the new Base Radios.• It is assumed that all sites will operate in a standalone capacity, and no connection to the dispatch center is

required.• Sandoval County will ensure that adequate AC primary power is available at each site.• No backup power is provided as part of this proposal• No structural analysis is included for the tower. It is assumed that the towers have adequate space and are

capable of the increased loading for the new antenna provided.• Motorola will ground all equipment, where applicable and available, to Motorola R56 standards. It is the

responsibility of Sandoval County to provide access to a single point ground source, of sufficient capacity,for new equipment grounding to attach. This proposal does not include any grounding updates to existingequipment, towers, shelters or any other site facilities other than as identified.


• Motorola is not responsible for interference caused or received by the Motorola provided equipment exceptfor interference that is directly caused by the Motorola-provided transmitter(s) to the Motorola-providedreceiver(s). Should Sandoval County experience interference, Motorola can be contracted to investigate thesource and recommend solutions to mitigate the issue.

Tasks MotorolaSolutions

SandovalCounty

Project Kickoff

Introduce team, review roles, and decision authority.

Present project scope and objectives.

Review SOW responsibilities and project schedule.

Deliverable: Completed project kickoff and scheduled Design Review.

Site Access

Provide site owners/managers with written notice to provide entry to sitesidentified in the project design documentation.

Maintain access roads in order to provide clear and stable entry to sites forheavy-duty construction vehicles, cement trucks and cranes. Ensure thatsufficient space is available at the site for these vehicles to maneuver undertheir own power, without assistance from other equipment.

Obtain site licensing and permitting, including site lease/ownership, zoning,permits, regulatory approvals, easements, power, and telco connections.

Deliverable: Access, permitting, and licensing necessary to install system equipment at each site.

Equipment Order and Manufacturing

Create equipment order and reconcile to contract.

Manufacture Motorola Solutions-provided equipment necessary for systembased on equipment order.

Procure non-Motorola Solutions equipment necessary for the system.

Deliverable: Equipment procured and ready for shipment.

General Installation

Deliver solution equipment to installation location.

Coordinate receipt of and inventory solution equipment with designatedcontact.

Install all proposed fixed equipment as outlined in the System Descriptionbased upon the agreed-upon floor plans, connecting audio, control, andradio transmission cables to connect equipment to the power panels orreceptacles, and audio/control line connection points. Installationperformed in accordance with R56 standards and state/local codes.

Provide system interconnections that are not specifically outlined in thesystem design, including dedicated phone circuits, microwave links, or othertypes of connectivity.

Ensure that Type 1 and Type 2 AC suppression is installed to protect installedequipment.

Connect installed equipment to the provided ground system.



SandovalCounty

Label equipment, racks, and cables.

Perform preliminary audit of installed equipment to ensure compliance withrequirements and R56 standards.

Note any required changes to the installation for inclusion in the "as-built"system documentation.

Remove, transport, and dispose of old equipment.

Deliverable: Equipment installed.

Antenna Transmission Line Installation

Install antennas, including supplying and installing new side arm mounts

Install Fixed Equipment contained in the equipment list and systemdescription

Install transmission lines required for system.

Provide structure penetrations for transmission equipment (e.g. antennas ormicrowave line.).

Perform sweep tests on transmission lines.

Provide and install attachment hardware for supporting transmission lineson antenna support structure.

Supply and install ground buss bar at the bottom of each antenna supportstructure.

Deliverable: Antennas installed and grounded.

Solution Optimization

Verify that all equipment is operating properly and that all electrical andsignal levels are set accurately.

Verify that all audio and data levels are at factory settings.

Verify communication interfaces between devices for proper operation.

Ensure that functionality meets manufacturers' specifications and complieswith the final configuration established during design review or systemstaging.

Deliverable: Completion of System Optimization.

Functional Acceptance Testing

Verify the operational functionality and features of the solution supplied byMotorola Solutions, as contracted.

Witness the functional testing.

Document all issues that arise during the acceptance tests.

If any major task for the system as contractually described fails during theCustomer acceptance testing or beneficial use, repeat that particular taskafter Motorola determines that corrective action has been taken.

Resolve any minor task failures before Final System Acceptance.

Document the results of the acceptance tests and present for review.



SandovalCounty

Review and approve final acceptance test results.

Deliverable: Completion of functional testing and approval by Customer.

Transition to Warranty

Review the items necessary for transitioning the project to warranty supportand service.

Motorola to provide services during year 1 warranty which align with theproposed services.

Provide a Customer Support Plan detailing the warranty support associatedwith the contract equipment.

Deliverable: Service information delivered and approved by Customer.

Finalize Documentation and System Acceptance

Provide manufacturer’s installation material, part list and other relatedmaterial to Customer upon project completion.

Provide an electronic as-built system manual on CD or other Customerpreferred electronic media. The documentation will include the following: •Site Block Diagrams. • Site Floor Plans. • Site Equipment RackConfigurations. • Antenna Network Drawings for RF Sites (whereapplicable). • Equipment Inventory List. • Drawings will be delivered inAdobe PDF format.

Receive and approve documentation.

Execute Final Project Acceptance.

Deliverable: All required documents are provided and approved. Final Project Acceptance.


SUPPORT PLAN

SERVICES OVERVIEWIn order to ensure that the Sandoval County has immediate access to our onsite and technical support teams for bothunforeseen issues and ongoing maintenance, Motorola Solutions proposes our Services offering to the County.Appropriate for customers who want to minimize their system’s downtime, Motorola Services provide a reliableservice response and restoral process remote assistance to address unforeseen network events, effect onsiterepairs to network components, and deliver patches to keep the County's system secure. The proposed offeringconsists of the following specific services:

• Service Desk.• Technical Support.• Onsite Support.• Annual Preventative Maintenance.• Network Hardware Repair with Advanced Replacement

These services will be delivered to the County through the combination of local service personnel either dedicated tothe network or engaged as needed; a centralized team within our Solutions Support Center (SSC), which operates ona 24 x 7 x 365 basis; and our Repair Depot, which will ensure that equipment is repaired to the highest qualitystandards. The collaboration between these service resources, all of who are experienced in the maintenance ofmission-critical networks, will enable a swift analysis of any network issues, an accurate diagnosis of root causes,and a timely resolution and return to normal network operation.

SERVICES DESCRIPTIONCentralized Service DeliveryCentralized support will be provided by Motorola Solutions support staff, located at our Service Desk and SolutionsSupport Center (SSC). These experienced personnel will provide direct service and technical support through acombination of Service Desk telephone support, technical consultation and troubleshooting through the SSC, andongoing network monitoring of the County's system.

Motorola Solutions will provide Service Desk response as a single point of contact for all support issues, includingcommunications between the County, third-party subcontractors and manufacturers, and Motorola Solutions. Whenthe County's personnel call for support, the Service Desk will record, track, and update all Service Requests, ChangeRequests, Dispatch Requests, and Service Incidents using our Customer Relationship Management (CRM) system.The Service Desk is responsible for documenting the County's inquiries, requests, concerns, and related tickets;tracking and resolving issues; and ensuring timely communications with all stakeholders based on the nature of theincident.

As tickets are opened by the Service Desk, issues that require specific technical expertise and support will be routedto our Solutions Support Center (SSC) system technologists for Technical Support, who will provide telephoneconsultation and troubleshooting capabilities to diagnose and resolve infrastructure performance and operationalissues. Motorola Solutions’ recording, escalating, and reporting process applies ISO 90001 and TL 9000-certifiedstandards to the Technical Support calls from our contracted customers, reflecting our focus on maintaining mission-critical communications for the users of our systems.

Field Service DeliveryOn-site repairs and network preventative maintenance will be provided by authorized local field services deliverypersonnel, who will be dispatched from and managed by the Solutions Support Center.


On-Site Support provides local, trained and qualified technicians who will arrive at the County's location upon adispatch service call to diagnose and restore the communications network. This involves running diagnostics on thehardware or Field Replacement Unit (FRU) in order to identify defective elements, and replacing those elements withfunctioning ones. The system technician will respond to the the County's location in order to remedy equipmentissues based on the impact of the issue to overall system function.

Annual Preventive Maintenance Service provides proactive, regularly scheduled operational testing and alignmentof infrastructure and network components to ensure that they continually meet original manufacturer specifications.Certified field technicians perform hands-on examination and diagnostics of network equipment on a routine andprescribed basis.

Network Hardware RepairMotorola Solutions' authorized Repair Depot will repair the equipment provided by Motorola Solutions, as well asselect third-party infrastructure equipment supplied as part of the proposed solution. The Repair Depot will managethe logistics of equipment repair (including shipment and return of repaired equipment), repair Motorola Solutionsequipment, and coordinate the repair of third-party solution components.

Motorola Solutions also proposes Network Hardware Repair with Advanced Replacement to the Sandoval County.With this additional service, Motorola Solutions will exchange malfunctioning components and equipment withadvanced replacement units or Field Replacement Units (FRUs) as they are available in the Repair Depot’s inventory.Malfunctioning equipment will be evaluated and repaired by the infrastructure repair depot and returned to theRepair Depot’s FRU inventory upon repair completion. If the County prefers to maintain their existing FRU inventory.the County will be able to request a “loaner” FRU while their unit is being repaired.

MOTOROLA SOLUTIONS SERVICE CAPABILITIESOur focus on the needs of our public safety partners has led us to recognize that an integrated implementation andservice delivery team that takes a new system from system installation, to acceptance, to warranty, and all the waythrough extended maintenance, is the best way to ensure that public safety communications systems meet the needsof first responders. Motorola Solutions’ team of experts, have developed refined processes and sophisticated toolsthrough our experience in delivering mission-critical communications.

On-Call Support through the Solutions Support Center (SSC)The cornerstone of our customer care process, our Solution Support Center (SSC) is staffed 24x7x365 by experiencedsystem technologists. This TL 9000/ISO 9001-certified center responds to over 5000 public safety, utility, andenterprise customers. With over 100,000 phone and email interactions with Motorola Solutions customers per month,the SSC provides our customers with a centralized contact point for service requests.

On-site Service through a Field Service TeamOn-site maintenance and repair of the County's system will be provided by Motorola Solutions’ local team of servicepersonnel. Motorola Solutions will provide the County with a Customer Support Plan (CSP) that outlines the details ofeach service, provides escalation paths for special issues, and any other information specific to the County's serviceagreement. Some of these details will include items such as access to sites, response time requirements, severitylevel definitions, and parts department access information.

Local technicians will be dispatched for on-site service by the SSC, who will inform the technician of the reason fordispatch. This will enable the technician to determine if a certain component or Field Replacement Unit (FRU) will beneeded from inventory to restore the system. Once on site, the field technician will notify the SSC and begin to workon the issue. The technician will review the case notes to determine the status of the issue, and begin thetroubleshooting and restoration process. Once the system is restored to normal operation, the field technician will


notify the SSC that the system is restored. The SSC, in turn, will notify the County that the system is restored tonormal operation and request approval to close the case.

Centralized Repair Management through Motorola Solutions' Repair DepotOur repair management depot coordinates component repair through a central location, eliminating the need to sendsystem equipment to multiple vendor locations for repair. Once equipment is at the depot, technicians will replicatethe County's network configuration in our comprehensive test labs in order to reproduce and analyze the issue.Technicians will then restore the equipment to working order. After repairs are completed, equipment will be testedto its original performance specifications and, if appropriate, configured for return to use in the County's system. Allcomponents being repaired are tracked throughout the process, from shipment by the County to return through acase management system where users can view the repair status of the radio via a web portal.


PRICING SUMMARYMotorola's pricing is based on the equipment list and services defined for Sandoval County. The Statement of Work(SOW) describes the work to be performed for the installation, programming, and testing of the system and theequipment list provides the equipment necessary for this project.

Description Price

GTR Base Radios and Antenna Systems for 7 remote standalone sites, plus one complete site ofspare GTR/Antenna System $147,786.00

Services to include: Project Management, Installation, System Technologist, Programming, Testing,24x7 Warranty for New equipment for 1 year $120,678.00

State of NM Price Agreement Discount <$21,859.00>

Total Equipment & Services Discounted Price $246,605.00

7% NM State Tax on Services Only $8,447.00

Total System Purchase Price $255,052.00

System Discount <$35,052.00>

Total System if Purchased by 11/15/17 $220,000.00

Optional Items Price

Racks - Hardware (NM Price Agreement applied) $6,041.00

Optional Years 2-5 Maintenance/Service Price

Year 2 $24,682.00

Year 3 $25,608.00

Year 4 $26,376.00

Year 5 $26,409.00

Total Years 2-5 $103,255.00


CONTRACTUAL DOCUMENTATIONThis proposal is subject to the terms and conditions of the State of New Mexico General Services Statewide PriceAgreement (contract number 70-000-16-00014AJ) and the enclosed Communications System Agreement (CSA),together with its Exhibits.


Motorola.CSA.revision.6.16.13.doc 1

Communications System Agreement

Motorola Solutions, Inc. (“Motorola”) and Sandoval County, New Mexico (“Customer”) enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows:

Section 1 EXHIBITS

The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through F, Exhibit F takes precedence and the remaining exhibits will be resolved in their listed order.

Exhibit A Motorola “Software License Agreement” Exhibit B “Payment Schedule” Exhibit C “Technical and Implementation Documents”

C-1 “System Description” dated _______________ C-2 “Equipment List” dated _______________ C-3 “Statement of Work” dated _______________ C-4 “Acceptance Test Plan” or “ATP” dated _______________ C-5 “Performance Schedule” dated _______________

Exhibit D Service Statement(s) of Work and “Maintenance Service Terms and Conditions” (if applicable)

Exhibit E “System Acceptance Certificate” Exhibit F State of New Mexico General Services Department Statewide Price Agreement No. 70-

000-16-00014AJ

Section 2 DEFINITIONS

Capitalized terms used in this Agreement have the following meanings:

2.1. “Acceptance Tests” means those tests described in the Acceptance Test Plan.

2.2. “Administrative User Credentials” means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer’s personnel with access to the Administrative User Credentials may be referred to as the Administrative User.

2.3. “Beneficial Use” means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing).

2.4. “Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the ConfidentialInformation disclosed with enough specificity for identification purpose and must be labeled or marked asconfidential or its equivalent.

2.5. “Contract Price” means the price for the System, excluding applicable sales or similar taxes and freight charges.

2.6. “Effective Date” means that date upon which the last Party executes this Agreement.



2.7. “Equipment” means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List.

2.8. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party’s reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).

2.9. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

2.10. “Motorola Software” means Software that Motorola or its affiliated company owns.

2.11. “Non-Motorola Software” means Software that another party owns.

2.12. “Open Source Software” (also called “freeware” or “shareware”) means software with either freely obtainable source code, license for modification, or permission for free distribution.

2.13. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.

2.14. “Software” means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment.

2.15. “Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents.

2.16. “Subsystem” means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents.

2.17. “System” means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents.

2.18. “System Acceptance” means the Acceptance Tests have been successfully completed.

2.19. “Warranty Period” means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first.

Section 3 SCOPE OF AGREEMENT AND TERM

3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.

3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order.

3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.



3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online (“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorola.com and the MOL telephone number is (800) 814-0601.

3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit C. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola’s standard Maintenance Service Terms and Conditions, together with the appropriate statements of work.

3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.

3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable).

3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.

3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software,and related services that are described in the Priced Options exhibit. Customer may exercise this optionby giving written notice to Seller which must designate what equipment, software, and related servicesCustomer is selecting (including quantities, if applicable). To the extent they apply, the terms andconditions of this Agreement will govern the transaction; however, the parties acknowledge that certain



provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.

Section 4 PERFORMANCE SCHEDULE

The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

Section 5 CONTRACT PRICE, PAYMENT AND INVOICING

5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $_220,000_____________. If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable.

5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800.

5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices.

5.4 INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: _____Sandoval County Fire Department P.O. Box 40 Bernalillo NM 87004_________________ ____________________________________________________________________________________

The address which is the ultimate destination where the Equipment will be delivered to Customer is: ___________314 Melissa Road Bernalillo NM 87004_________________________________________ ____________________________________________________________________________________ The Equipment will be shipped to the Customer at the following address (insert if this information is known): ____________________________________________________________________________________ ____________________________________________________________________________________

Customer may change this information by giving written notice to Motorola.

Section 6 SITES AND SITE CONDITIONS

6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.



6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.

6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.

Section 7 TRAINING

Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.

Section 8 SYSTEM ACCEPTANCE

8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordancewith the Acceptance Test Plan.

8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.

8.3. BENEFICIAL USE. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.

8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.



Section 9 REPRESENTATIONS AND WARRANTIES

9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola’s control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications.

9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer’s control, this warranty expires eighteen (18) months after the shipment of the Equipment.

9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer’s control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT.

9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear.

9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola’s liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola.

9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable.

9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS



ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 10 DELAYS

10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances.

10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.

Section 11 DISPUTES

The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”).

11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed.

11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.

11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute.

11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement.

11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

Section 12 DEFAULT AND TERMINATION



12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure planimmediately after receipt of notice by the other Party that it approves the plan. If Customer is thedefaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan.

12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.

Section 13 INDEMNIFICATION

13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola’s general indemnification of Customer from liabilities that are in any way related to Motorola’s performance under this Agreement.

13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer’s general indemnification of Motorola from liabilities that are in any way related to Customer’s performance under this Agreement.

13.3. PATENT AND COPYRIGHT INFRINGEMENT.

13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.

13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally



equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.

13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished byMotorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached toor used in connection with the Motorola Product; (c) Motorola Product designed or manufactured inaccordance with Customer’s designs, specifications, guidelines or instructions, if the alleged infringementwould not have occurred without such designs, specifications, guidelines or instructions; (d) amodification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in amanner for which the Motorola Product was not designed or that is inconsistent with the terms of thisAgreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software thatis intended to correct the claimed infringement. In no event will Motorola’s liability resulting from itsindemnity obligation to Customer extend in any way to royalties payable on a per use basis or theCustomer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derivedby Motorola from Customer from sales or license of the infringing Motorola Product.

13.3.4. This Section 13 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14.

Section 14 LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.

Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS

15.1. CONFIDENTIAL INFORMATION.

15.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this Agreement. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized



actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.

15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement.

15.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser’s written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.

15.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola’s Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.

Section 16 GENERAL

16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.

16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.



16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.

16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.

16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind.

16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.

16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document.

16.8. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt

16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters.

16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party.

16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for



protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola’s ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue.

16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16.

The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc. Customer

By: ______________________________ By: ______________________________

Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: ____________________________



Exhibit A

SOFTWARE LICENSE AGREEMENT

This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., (“Motorola"), and Sandoval County, New Mexico (“Licensee”).

For good and valuable consideration, the parties agree as follows:

Section 1 DEFINITIONS

1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use.

1.2 “Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).

1.3 “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution.

1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed.

1.5 “Primary Agreement” means the agreement to which this exhibit is attached.

1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.

1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" doesnot include any third party software provided under separate license or third party software not licensableunder the terms of this Agreement.

Section 2 SCOPE

Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee’s use of the proprietary software and affiliated documentation.

Section 3 GRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code.

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source



Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found).

Section 4 LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.

Section 5 OWNERSHIP AND TITLE

Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,



modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. The commencement date and the term of the Software warranty will be as set forth in the Primary Agreement (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola.

6.2 Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.

Section 7 TRANSFERS

Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.

Section 8 TERM AND TERMINATION



8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola.

8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee.

8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).

Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS

9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevantsections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updatesare distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with onlythose rights as are granted to all other end users pursuant to the terms and conditions contained herein.

9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.

Section 10 CONFIDENTIALITY

Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply.


The Limitation of Liability provision is described in the Primary Agreement.

Section 12 NOTICES

Notices are described in the Primary Agreement.

Section 13 GENERAL



13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.

13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.

13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.

13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement.



Exhibit B

Payment Schedule

Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones.

60% of the contract price upon shipment of equipment 40% of the contract price upon installation

Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable.



Exhibit D

MAINTENANCE SERVICE TERMS AND CONDITIONS

Motorola Solutions, Inc. (“Motorola”) and Sandoval County, New Mexico (“Customer”) hereby agree as follows:

Section 1 APPLICABILITY

These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.

Section 2 DEFINITIONS AND INTERPRETATION

2.1. “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Maintenance Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise.

2.2. “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement.

2.3. “Services” means those installation, maintenance, support, training, and other services described in this Agreement.

Section 3 ACCEPTANCE

Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement.

Section 4 SCOPE OF SERVICES

4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer’s request, Motorola may also provide additional services at Motorola’s then-applicable rates for the services.

4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer’s product manuals; and routine service procedures that are prescribed by Motorola will be followed.

4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires.

4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice.



4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.

4.6. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.

4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement.

Section 5 EXCLUDED SERVICES

5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.

5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.

Section 6 TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer’s location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

Section 7 CUSTOMER CONTACT

Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola.

Section 8 PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity.

At the end of the first year from the Effective Date and each year after, a CPI percentage change calculation shall be performed. Should the annual inflation rate increase greater than 3% during the



previous year, Motorola shall have the right to increase the current years and all future years’ maintenance prices by the consumer price index (“CPI”) increase amount exceeding 3%. The All Urban Consumers–Denver-Boulder-Greeley, CO Consumer Price Index (Series ID CUURA433SA0,CUUSA433SA0, All Items, Not seasonally adjusted with Base Period 1982-1984=100) shall be used as the measure of CPI for this price adjustment. The CPI percentage change calculation will take place once the annual average for each new year has been posted by the Bureau of Labor Statistics.

Section 9 WARRANTY

Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer’s sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 10 DEFAULT/TERMINATION

10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party andbegin implementing the cure plan immediately after plan approval. If the non-performing party fails toprovide or implement the cure plan, then the injured party, in addition to any other rights available to itunder law, may immediately terminate this Agreement effective upon giving a written notice of terminationto the defaulting party.

10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.


Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 12 EXCLUSIVE TERMS AND CONDITIONS

12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.



12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties.

Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement.

13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data.

13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement.

Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS

Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters.

Section 15 COVENANT NOT TO EMPLOY

During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.

Section 16 MATERIALS, TOOLS AND EQUIPMENT

All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction.



Section 17 GENERAL TERMS

17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect.

17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party’s reasonable control, such as strikes, material shortages, or acts of God.

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.

17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates.

17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document.



Exhibit E

System Acceptance Certificate

Customer Name: ______________________________________________________

Project Name: ________________________________________________________

This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that:

1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.

2. The System is accepted.

Customer Representative: Motorola Representative:

Signature: ____________________________ Signature: ____________________________

Print Name: ___________________________ Print Name: ___________________________

Title: ________________________________ Title: ________________________________

Date: ________________________________ Date: ________________________________

FINAL PROJECT ACCEPTANCE:

Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance.

Customer Representative: Motorola Representative:

Signature: ____________________________ Signature: ____________________________

Print Name: ___________________________ Print Name: ___________________________

Title: ________________________________ Title: ________________________________

Date: ________________________________ Date: ________________________________



Exhibit F

State of New Mexico General Services Department Statewide Price Agreement No. 70-000-16-00014AJ

The State of New Mexico General Services Department Statewide Price Agreement No. 70-000-16-00014AJ is incorporated herein by reference.
