HomeMy WebLinkAboutR-2004-026 DATARADIO Corporation Purchase AgreementRESOLUTION NO. R-2004- 26
A RESOLUTION authorizing and directing the City Manager of the City of
Yakima to execute a purchase agreement and all other necessary
documents with DATARADIO Corporation for the purchase by
the City of Yakima from said corporation of digital radio
communications system.
WHEREAS, during the summer of 2003, the City of Yakima issued a Request for
Proposals for a mobile wireless data network (City of Yakima RFP #10321); and
WHEREAS, on July 21, 2003, DATARADIO Corporation submitted a proposal to
sell the City a digital radio communications system that met all of the criteria for a
mobile data wireless network as stated in RFP #10321; and
WHEREAS, after thorough and extensive review of all proposals submitted in
response to RFP #10321, City representatives recommend the purchase of the digital
radio communications system offered by DATARADIO Corporation in accordance
with the terms and conditions of the attached purchase agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to authorize execution of the attached purchase agreement with DATARADIO
Corporation for the purchase by the City of Yakima from said corporation of digital
radio communications system; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to
execute the attached and incorporated purchase agreement and all other necessary
documents with DATARADIO Corporation for the purchase by the City of Yakima
from said corporation of digital radio communications system.
ADOPTED BY THE CITY COUNCIL this 3rd day of February, 2004.
Paul P. George, Mayor
Al"! EST:
City Clerk
Legal/bd Resolutions DATARADIO
Purchase of Digital Radio Communications Hardware and Services
Terms and Conditions of Sale
THIS PURCHASE AGREEMENT made as of the e 2"1' day of200between DATARADIO
Corporation ("DATARADIO"), with an office at 6160 Peachtree Dunwoody oad, Building C-200, Atlanta,
GA 30328 and the City of Yakima, WA (the "Customer"), with an office at Systems Division, 129 N. 2nd
Street, Yakima, WA 98901.
WHEREAS:
A. DATARADIO can provide digital radio communications systems hardware ("Products") and Services;
and
B. DATARADIO has agreed to sell its Products and Services to the Customer on the terms and
conditions set out in this Agreement.
THIS AGREEMENT WITNESSES that in consideration of the premises and the obligations of the parties
set out in this Agreement, the parties agree as follows:
1. Definitions
As used in this Agreement, unless the context otherwise requires, the following terms shall have
the meanings set out below:
(a) "Commercial Manner" means using the System for any purpose other than completion of
Product installation and acceptance testing or, using the System to such an extent that the
Customer cannot afford to have the System shut down for acceptance testing;
(b) "Contract" means the agreement between DATARADIO and the Customer, as evidenced by
the Contract Documents;
(c) "Contract Documents" means those documents set forth in Subsection 3.2, which documents
collectively and exclusively constitute the Contract;
(d) "Contract Price" means the sum of $306,103.45, subject to adjustment as provided in
this Agreement;
(e) "Delivery Point" means The City of Yakima, Electronic Technician Shop, 2202 Fruitvale Blvd.,
Yakima, WA 98901, telephone (509) 575-6110;
(f)
(g)
"Documentation" means any documentation, including manuals, DATARADIO is obligated to
provide to the Customer under this Agreement;
"F.O.B." means free on board the Delivery Point; the price quoted includes delivery at the
expense of DATARADIO to the location indicated;
(h) "Functional Specifications" means the functional specifications of the System as set out in
DATARADIO's product description documents;
(1)
"Hardware" means the System hardware to be supplied by DATARADIO to the Customer under
the terms of this Agreement;
(j) "Hardware Service Agreement" means any written agreement entered into by the parties,
with respect to service of hardware;
(k) "Implementation Document" means the document to be prepared by DATARADIO, setting out
those matters, associated with implementation of the System, that are not capable of
resolution at the time of execution of this Agreement, as referred to in Section 2;
(I) "Premises" means those physical sites, or vehicles, under the control of the Customer, in
which the various components of the System are to be installed;
(m)
"Products" means, collectively, the System Hardware and materials to be supplied by
DATARADIO;
(n) "Proposal" means the July 21, 2003 proposal of DATARADIO for a digital radio
communications
system in response to the city of Yakima RFP 10321 for a Mobile Wireless Data Network;
"Purchase Order" means a purchase order, in respect to the System, issued by the
Customer to DATARADIO;
(0)
(p)
(q)
"Request for Proposal" means the City of Yakima Request for Proposal (RFP) for a Mobile
Wireless Data Network (MWDN) RFP 10321;
"Services" means all services to be performed by DATARADIO under the terms of this
Agreement;
(r) "Statement of Work" means Attachment B to this Agreement which describes the work
responsibilities of the Customer and DATARADIO;
(s)
"System" means the digital radio communications system including Hardware components,
Services and materials described in Attachment A;
(t) "System Acceptance" means final acceptance of the digital radio communications system
supplied pursuant to this Agreement by the Customer. The specified warranty period begins
upon system acceptance; and
(u) "System Acceptance Date" means date of Customer acceptance of the System Products
and Services, as defined in Subsection 15.2.
DATARADIO will sell the System Products and Services to the Customer and the Customer will
purchase the System Products and Services from DATARADIO, upon the terms and conditions set
forth in this Agreement.
2. Implementation Document
2.1 After execution of this Agreement, DATARADIO shall develop and deliver to the Customer the
Implementation Document, which shall set out in detail those matters associated with, and
necessary for, the implementation of the System, which are not capable of resolution at the
time of execution of this Agreement.
Examples of such matters are as follows:
(a) implementation schedule - Such a schedule will take precedence over any schedule
for implementation of the System appearing in the Proposal; and
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(b) acceptance test procedures - DATARADIO will prepare acceptance test procedures
which will demonstrate that the System delivered is as represented by DATARADIO in
the Contract Documents. These procedures shall, at a minimum, include the
following:
(i) Hardware and system functionality test procedures; and
(ii) communication link verification test procedures.
2.2 Within a reasonable period of time from receipt of the Implementation Document, the
Customer will, in writing, approve the Implementation Document, which approval will not be
unreasonably withheld, and deliver such approval to DATARADIO.
3. Contract Documents and Their Precedence
3.1 DATARADIO shall not be responsible for delivering any materials, labor, equipment,
consultation, software or any other item not explicitly referenced in, or required for meeting,
the terms of the Contract Documents.
3.2 The Contract Documents collectively and exclusively constitute the Contract governing the
relationship between the parties. The Contract Documents are as follows:
(a) this Agreement and any amendments to it;
(b) the following Agreement Attachments, and any amendments to them;
(i) Attachment A Quotation
(ii) Attachment B Statement of Work
(iii) Attachment C Training and Training Materials
(iv) Attachment D Documentation
(v) Attachment E Acceptance Test Plan
(c) the Implementation Document;
(d) the Proposal;
(e) Functional Specifications
In the event of an inconsistency between or among Contract Documents, the priority of
documents shall be in the order set forth above.
4. Radio Station License
While DATARADIO may assist the Customer in obtaining a FCC radio station license(s), it assumes
no responsibility for issuance of the license(s). Further, if the Customer requires the ordering of
frequency critical equipment before receipt of a FCC license(s) and the issued license makes
modification or replacement of the equipment necessary, the Customer shall be responsible for
modifying or replacing the equipment to meet the license(s) requirements.
Payment of DATARADIO invoices will not be delayed if the Customer directs that Products be
ordered and/or Services performed before Customer's radio station license with approved
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frequencies has been issued by the FCC, or the equipment DATARADIO was directed to order will
not operate on the Customer's FCC licensed frequency(ies).
5. Coverage, Interference, and Customer or Third Party Services/Facilities
5.1 Representations concerning the distance at which usable radio signals will be transmitted
and received by any equipment supplied hereunder shall not be binding upon DATARADIO
unless reduced to writing and made a part of this Agreement. DATARADIO cannot be
responsible for interference, e.g., co -channel or adjacent channel, or disruption of service
caused by operation of other radio systems or by natural phenomena or by motor ignition or
other interference that may affect equipment performance over which there is no reasonable
control.
5.2 To prevent the voiding of Product warranties, all required radio interface modifications must
be performed by a manufacturer approved service facility.
5.3 In the event Customer provides facilities or utilizes facilities or services supplied by others,
such as radio common carrier service or shared repeaters, DATARADIO shall have no
responsibility for the availability or adequacy of any such facilities or services.
6. Engineering Services
Unless DATARADIO's quote for Services states otherwise, Services are priced on a per job basis.
Customer's acceptance of the quote by execution of this Agreement or issuance of a purchase
order obligates the Customer to pay the total sum quoted for those Services and reciprocally
obligates DATARADIO to complete those Services at no additional cost to the Customer.
7. Request for Changes
The Customer shall deliver to DATARADIO, in writing, any requests for additions, modifications or
changes to the System. Provided the request is within the general scope of the Contract,
DATARADIO shall, within a reasonable period of time from receipt of the request, issue to the
Customer a written quotation detailing the effect, if any, on the implementation schedule and the
Contract Price. If the Customer does not accept the quotation, in writing, within ten days of receipt
of the quotation, the quotation shall be deemed to have been withdrawn. If the customer accepts
the quotation in writing, this Agreement shall be deemed to be amended in accordance with the
quotation and the parties shall set out, in writing, to be signed by the parties, the amendment
agreed upon as above.
8. Purchase Orders
Any Customer Purchase Order issued with respect to this Agreement will be subject to the terms
and conditions contained in this Agreement and, in the event of any inconsistency between this
Agreement and such Purchase Order, this Agreement will govern unless DATARADIO expressly
consents in writing to a term of the Purchase Order overriding this Agreement. If any Purchase
Order introduces a term or condition not covered by this Agreement, then DATARADIO shall not be
bound by such term or condition unless DATARADIO expressly consents in writing to such term or
condition.
9. Delivery Charges, Taxes, etc.
The Customer is responsible for and will pay all transportation, delivery, insurance and other
charges associated with the Products after delivery of the Products to the Delivery Point, and any
duties, clearance charges, and federal, state, sales, or value-added taxes which may be applicable
to the supply of the subject matter of this Agreement. The Customer will, upon receipt of an
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invoice therefor, reimburse DATARADIO for all such costs, charges, duties, and taxes which
DATARADIO may elect or be required to collect or pay upon the sale or delivery of Products or
Services
10. Risk of Loss
Risk of loss or damage to the Products will pass to the Customer upon delivery of the Products to
the Delivery Point and acceptance of delivery by the Customer. Confiscation, destruction, theft or
other loss of, or any damage to, the Products will not diminish or release the liability of the
Customer
to pay for such Products except where due to the negligence, intentional act or omission to act, of
DATARADIO.
11. Insurance
A. Customer Insurance
The Customer shall provide and maintain insurance on the Products in an amount not less
than their insurable value, with loss payable to DATARADIO and the Customer as their interests
may appear, from the date that risk of loss passes to the Customer, until such time as the
Contract Price has been paid in full and title passes to the Customer.
B. DATARADIO Insurance
On or before beginning work under this Agreement, DATARADIO shall provide the Customer with
a certificate of insurance as proof of:
(1) Commercial Liability Insurance with a minimum liability limit of One Million Dollars
($1,000,000.00) combined single limit bodily injury and property damage..
(2) Commercial Automobile Liability Insurance with a minimum liability limit of One Million
Dollars ($1,000,000.00) combined single limit bodily injury and property damage.
The certificate shall clearly state who the provider is, the amount of coverage, the policy
number, and when the policy and provisions provided are in effect. Said policy shall be in effect
for the duration on this Agreement. The policy shall name the Customer, its elected officials,
officers, agents, and employees as additional insureds, and shall contain a clause that the
insurer will not cancel or change the insurance without first giving the Customer thirty (30)
calendar days prior written notice. The insurance shall be with an insurance company or
companies rated A -VII or higher in Best's Guide and admitted in the State of Washington.
12. Delivery of Products and Documentation, and Performance of Services
12.1 DATARADIO will deliver the Products and Documentation to the Delivery Point no later than
the dates agreed upon by the parties for the delivery of these items and will pay all costs of
transportation and insurance connected with such delivery while the Products and
Documentation are in transit to the Delivery Point.
12.2 The Customer shall inspect all Products and Documentation upon receipt of them and shall
notify DATARADIO immediately when there is evidence of shipping loss or visible physical
damage. DATARADIO shall file all claims with the carrier when there is evidence of such loss
or damage.
12.3 It is understood and agreed that the project Implementation Schedule jointly developed by
the Customer and DATARADIO is for the sole purpose of planning. As the work progresses,
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revision of the schedule may become necessary. DATARADIO will keep the Customer advised
of all changes and obtain Customer agreement on changes that directly impact the
Customer's project expectations or obligations. When possible and with the Customer's
consent, some project tasks may be rescheduled to better utilize Customer and DATARADIO
resources. The rescheduling of those tasks will have no effect on the price of the project
unless Customer requested or caused rescheduling results in additional cost to DATARADIO.
13. Title to and Security Interest in the System
13.1 Until the Contract Price is paid in full, DATARADIO shall retain title to and a security interest in
the System, and the System shall remain personal property regardless of the manner of its
attachment to any other property. The Customer shall perform all acts and execute and
deliver all documents that DATARADIO may reasonably request to perfect and retain such
security interest.
13.2 Until the Contract Price is paid in full, the Customer will neither create, nor permit to exist,
any encumbrances or security interests upon the System, other than the security interest
created in Subsection 13.1 and will promptly pay the full amount of, and discharge, all
encumbrances and security interests which arise in respect to the System.
14. Contract Price and Payment Terms
14.1 The Contract Price is exclusive of any duties, clearance charges, and federal, state, sales, or
value-added taxes which may be applicable to the supply of the subject matter of this
Agreement and is F.O.B. the Delivery Point.
14.2 Except for the initial and final invoice, DATARADIO shall invoice the Customer monthly as
Hardware delivery(ies) is made to the Delivery Point, and/or Services are performed. A ten
(10%) holdback shall apply to all but the final payment.
14.3 Upon receipt of invoices from DATARADIO, the Customer will pay the Contract Price to
DATARADIO as follows:
(a) An initial payment of $85,02872 minus the holdback promptly upon receipt of an
invoice from DATARADIO following execution of the Agreement;
(b) $221,074.69 minus the holdback as Hardware delivery(ies) is made to the Delivery
Point; and/or upon the performance of Services.
(c) $30,610.38 upon system acceptance.
14.4 After the initial payment in 14.3(a), which is due upon invoice receipt, each invoice presented
by DATARADIO to the Customer in accordance with this Agreement will be due and payable
within 30 days after the date of such invoice.
15. Acceptance Testing
15.1 After the Products necessary for acceptance testing are installed, and at a time mutually
agreed upon by the parties, such date in no event to be more than 10 business days after
completing installation of the Products, acceptance testing will be conducted, according to
the acceptance test procedures prepared by DATARADIO, as set out in this Agreement or the
Implementation Document.
15.2 Upon the earliest of the following happening, the System Acceptance Date shall have
occurred or be deemed to have occurred:
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(a) the date that the Customer signs and delivers a certificate(s) of acceptance prepared
by DATARADIO for this purpose;
(b) the date when the System has been installed and the Customer puts the System to
use in a Commercial Manner;
(c) the date which is 30 days from the date agreed upon for the start of acceptance
testing, where the start of acceptance testing is delayed by some failure on the part
of the Customer to perform any of the Customer's obligations that are prerequisites to
performance of the testing, including providing access to the System to DATARADIO.
15.3 The Customer will not refuse to accept the System solely for the reason that (i) it fails to
conform with the specifications, requirements and functions set out in the Contract in an
insignificant respect, provided that DATARADIO provides a plan of action to cure such
insignificant non -conformity with reasonable dispatch, or (ii) all installations to be performed
by the Customer are not complete.
16. Warranty
16.1 The System installed by DATARADIO is warranted for one year from the date of System
Acceptance. During this period, all hardware component failures due to faulty materials
and/or noted defects in workmanship will be corrected at no additional charge to the
Customer.
16.2 DATARADIO warrants that each of DATARADIO's hardware Products supplied under this
Agreement, and all components thereof, will be free from defects in materials and/or
workmanship for thirty (30) months from the date of delivery or twenty-four (24) months from
installation, whichever occurs first. The warranty period for Hardware supplied after the
System Acceptance Date shall begin upon date of shipment.
DATARADIO will provide, at its option and without charge, replacement parts or repairs
for Hardware which fails as a direct result of defective materials or workmanship within the
warranty period. DATARADIO shall provide warranty service either at a DATARADIO service
center or the Customer's site, at the option of DATARADIO. If defective Hardware is returned
to DATARADIO after expiration of the System warranty, the Customer will bear the cost of
returning such Hardware to a DATARADIO service center and DATARADIO will bear the cost of
delivering the repaired or replacement Hardware to the Customer. The Customer will be
responsible for all damage to returned Hardware or components resulting from improper
packing or handling by the Customer, and for loss in transit, notwithstanding any defect or
non -conformity in the Hardware.
The Customer may assign this warranty only on DATARADIO hardware Products
purchased for other governmental entities to use on the Customer's mobile data system.
16.3 The warranty provided above is a limited warranty and does not apply in the following
circumstances:
(a) the Hardware has been damaged by misuse, accident, negligence or failure to provide
and/or maintain the environmental requirements for such Hardware specified by
DATARADIO;
(b) the Hardware has been damaged by modifications, alterations or attachments, made
by the Customer, and not authorized by DATARADIO; or
(c) the Hardware has not been installed and/or operated in accordance with DATARADIO's
instructions.
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16.4 DATARADIO warrants radio coverage at the time of installation only when DATARADIO has
engineered the installed System.
16.5 The warranties in Subsections 16.1 and 16.4 are the sole warranties made by
DATARADIO with respect to the System, and DATARADIO makes no other warranties or
representations, express or implied, with respect to the System. DATARADIO disclaims
and excludes any implied warranty of merchantability and any warranty of fitness for
a particular purpose. The Customer acknowledges that there are no warranties that
extend beyond the warranties described in this Agreement, and that the warranties in
Subsections 16.1 and 16.4 are not transferable.
16.6 Equipment and accessory items not manufactured by DATARADIO carry the standard warranty
of the manufacturer thereof.
17. Remedies of DATARADIO
17.1 If the Customer fails to make payment(s) when due and the failure is not attributable to
DATARADIO's noncompliance with any terms of the Agreement, the following shall apply:
(a) DATARADIO may withhold further delivery of Products and Services until the default is
remedied; and
(b) All warranties and obligations of DATARADIO relating to the Products will be suspended
until payment is received.
17.2 If the Customer fails to pay an undisputed invoice within 60 days of the date of the invoice,
DATARADIO may charge the Customer interest on the overdue amount, from the date such
Amount became due, at the rate of the lesser of 1.5% per month, compounded monthly
(yielding an equivalent rate of 19.56% per annum) or the maximum interest rate permitted by
applicable law.
17.3 If a petition in bankruptcy shall be filed by or against the Customer or the Customer shall be
adjudicated a bankrupt or insolvent or shall have made an assignment for the benefit of
creditors or shall take advantage of any law for the benefit of debtors or if any action is
commenced against the Customer to cause its assets to be placed under trusteeship or
receivership or liquidated for the benefit of creditors or if the Customer voluntarily or by
operation of law shall lose control of the operation of its business, except pursuant to a bona
fide merger or acquisition, then DATARADIO may immediately terminate this Agreement by
notice to the Customer and DATARADIO may, at its option, take exclusive possession of the
Products wherever found and remove the Products without legal process and the Customer
shall pay all removal costs and any payments which have theretofore been made on account
of the Contract Price shall be retained by DATARADIO and applied to such costs and charges,
without prejudice to the right of DATARADIO to recover any further damages which it may
suffer from any cause
17.4 The rights granted to DATARADIO under this Agreement shall be cumulative and are in
addition to rights provided to DATARADIO by law or otherwise. To the extent permitted by law,
DATARADIO may exercise its rights concurrently or separately and the exercise of any one
remedy shall not be deemed an exclusive election of such remedy or to preclude the
exercise of any other remedy.
18. Remedies of the Customer
18.1 If a petition in bankruptcy shall be filed by or against DATARADIO or DATARADIO shall be
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adjudicated a bankrupt or insolvent or shall have made an assignment for the benefit of
creditors or shall take advantage of any law for the benefit of debtors or if any action is
commenced against DATARADIO to cause assets to be placed under trusteeship or
receivership or liquidated for the benefit of creditors or if DATARADIO voluntarily or by
operation of law shall lose control of the operation of its business, except pursuant to a bona
fide merger or acquisition, then the Customer may immediately terminate this Agreement by
notice to DATARADIO, without further liability.
18.2 The rights granted to the Customer under this Agreement shall be cumulative and are in
addition to rights provided to the Customer by law or otherwise To the extent permitted by
law, the Customer may exercise its rights concurrently or separately and the exercise of any
one remedy shall not be deemed an exclusive election of such remedy or to preclude the
exercise of any other remedy.
19. Limitation of Liability
19.1 DATARADIO's liability for damage to the Customer for any cause whatsoever, and regardless
of the form of action, whether in contract or in tort, including negligence, shall be limited to
direct damage suffered by the Customer, and any damages payable by DATARADIO shall not
exceed the amount of money actually paid by the Customer to DATARADIO.
19.2 DATARADIO will not be liable to the Customer or any other person for any of the following:
(a) any special, indirect or consequential damage, including lost profits, lost revenues,
failure to realize expected savings, or other commercial or economic losses of any
kind, even if DATARADIO has been advised of the possibility of such damage;
(b) any damage caused by the failure of the Customer to meet the responsibilities of the
Customer set out in the Contract; or
(c) any loss or damage to any property or for any personal injury or economic damage
caused by the connection of Hardware to devices or systems not supplied or approved
by DATARADIO.
20. Installation
20.1 Each of the parties will perform and bear the cost of performing the installation
responsibilities assigned to it in Attachment B.
20.2 DATARADIO will supply the Customer with the information necessary to prepare the Premises
for installation of the System. The Customer shall pay all expenses necessary to prepare a
suitable place for installation of each part of the System with all necessary facilities,
including electrical and communications wiring
20.3 If the Customer or its nominee is to install any part of the System, the preparations of the
Premises for installation of such part shall be completed before its delivery. The Customer
shall provide, at its expense, all labor required for unpacking and placing each part of the
System in the designated location. DATARADIO shall have no responsibility for material or
equipment or for the acts of personnel furnished by the Customer
21. Education and Training
21.1 DATARADIO shall provide training and training materials to the Customer as set out in
Attachment C.
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21.2 If the Customer requires training or training materials in addition to that referred to in
Attachment C, DATARADIO shall provide such training or materials, upon receipt of a written
Request(s) from the Customer, on a time and materials basis, at times and places to be
agreed to by the parties.
21.3 The Customer shall make available a sufficient number of its personnel to be trained for the
various jobs connected with the operation and management of the System.
22. Documentation
22.1 DATARADIO will provide Documentation to the Customer as described in Attachment D, which
Documentation shall become the property of the Customer upon delivery.
22.2 The Customer may reproduce all Documentation provided by DATARADIO to the Customer,
provided that such reproduction is made solely for the internal use of the Customer and its
employees, agents and subcontractors, and that such reproduction is subject to the
obligation of confidentiality set forth in Subsection 26.2.
23. Service of Hardware
Following expiration of the applicable warranty period(s), DATARADIO, if requested, will provide,
at the rates and terms of DATARADIO then in effect, service and parts for the Hardware, so long as
such service and parts are available. DATARADIO parts will be available for seven (7) years from
the date of system acceptance
24. Patent and Copyright Indemnity
24.1 DATARADIO will defend the Customer from any claim that a Product or Documentation
infringes third party proprietary rights and will indemnify the Customer against any loss,
damage or expense arising from any such claim, provided the Customer provides prompt
notice to DATARADIO of any such claim and further provided that DATARADIO shall have sole
control of the defense of any such action and all negotiations for its settlement or
compromise.
24.2 Notwithstanding the provisions of Subsection 24.1, DATARADIO shall have no liability to the
Customer for any claim or infringement where such claim results from any one of the
following:
(a) combination of Products with hardware and/or software not supplied by or for
DATARADIO, or authorized by DATARADIO;
(b) alteration or modification of Products by or for the Customer, by a person other than
DATARADIO, if a claim of infringement could have been avoided by the absence of such
alteration or modification; or
(c) any hardware that is not supplied by or for DATARADIo; or
(d) except for DATARADIO'S proposal to and compliance with the specifications and
requirements for a mobile wireless data network as set forth in the City of Yakima RFP
#10321, compliance by DATARADIO with designs or specifications or change orders
which originate with and are furnished by the Customer when DATARADIO has notified
Customer in writing that compliance with the requested design(s), specification(s),
and/or change order may result in claim(s) of infringement of a third party proprietary
right.
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24.3 The foregoing states the entire liability of DATARADIO under this Agreement with
respect to infringement of patents, copyrights, designs and other proprietary rights.
24.4 The Customer shall indemnify and hold DATARADIO harmless against any expense, judgment
or loss arising out of, based upon, or in connection with infringement or claims of
infringement of any third party proprietary rights which are based upon or results from any
one or more of the following:
(a)
the Customer's modification or alteration of any Product;
(b) use of any Product in a manner not contemplated by DATARADIO, or
(c) except for DATARADIO'S proposal to and compliance with the specifications and
requirements for a mobile wireless data network as set forth in the City of Yakima RFP
#10321, DATARADIO'S compliance with the Customer's designs, specifications or
instructions when DATARADIO has notified Customer in writing that compliance with the
requested design(s), specification(s), and/or change order may result in claim(s) of
infringement of a third party proprietary right.
25. Changes to Products
DATARADIO may, without prior approval from or notice to the Customer, at no cost to the Customer,
make changes to the Products, which do not affect physical or functional interchangeability, or
performance at a higher level of assembly, in the following circumstances:
(a) when required for safety purposes; or
(b) to meet present or future product specifications of DATARADIO.
26. Proprietary Rights and Confidentiality
26.1 DATARADIO reserves for itself all proprietary rights in and to all designs, engineering details,
and other data pertaining to the Products and to all discoveries, inventions, patent rights,
trade secrets, know-how or other proprietary data arising out of work done in connection with
manufacturing, installing, testing and operating the Products.
26.2 Except where legally required, each of the parties will keep confidential and protect from
unauthorized disclosure by its employees, agents or customers, any confidential information
or know-how which may be disclosed to it by, or otherwise learned from, the other party.
Information will not be considered confidential if such information can be demonstrated to
have been in the public domain prior to its disclosure to the receiving party or to have
become part of the public domain by any means other than an unauthorized act of disclosure
on the part of the recipient or any of its employees, agents or customers. In the event of any
breach of this Section, the party whose information has been disclosed will be entitled to
apply to a court of competent jurisdiction for such relief by way of restraining order,
injunction, decree or otherwise as may be appropriate to ensure compliance with this
Section.
27. Access to Premises
The Customer will provide timely access to all Premises, according to agreed upon schedules, for
design, installation and testing purposes.
28. Excusable Delays
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Neither party will be responsible for any delay in performance or failure to perform, if such delay or
failure results from causes beyond the control of that party, including acts of God, delay or failure of
transportation, governmental acts or other reason of a like nature not being the fault of the delaying
party. All periods fixed for the performance of obligations of the parties will be extended for a
period of time equal to any such delay in performance or failure to perform.
29. Customer Caused Delays
29.1 Customer will be responsible for the timely completion of tasks assigned by the Contract to
Customer or its subcontractor(s). Performance of the tasks will be in accordance with the
implementation schedule initially agreed upon by Customer and DATARADIO, as may from
time to time be modified. An implementation schedule revision will be agreed to in writing.
Customer failure to complete the tasks pursuant to the agreed upon schedule, except for
causes cited in Section 28, shall not be grounds for delaying performance of the work by
DATARADIO or payment of DATARADIO invoices.
29.2 Customer caused delays, other than those planned for and included in the implementation
schedule and those covered in Section 28, will be addressed on a case-by-case basis and
may result in an equitable increase in the contract price, based on the length of the delay and
other factors. The amount of any price increase will be determined by negotiation between
the parties, the results of which will be documented by a modification to this Agreement
signed by both parties.
29.3 The provisions of paragraph 29.2 above will be initiated, if required, by written notice to
Customer by DATARADIO setting forth the basis for the notification.
30. Relationship between the Parties
DATARADIO is an independent contractor. Nothing in this agreement shall be construed to create a
partnership, joint venture, or agency relationship between the parties. Each party will be solely
responsible for payment of all compensations owed to its employees, as well as employment
related taxes. Each party will maintain appropriate worker's compensation for its employees as
well as general insurance.
31. General Provisions
31.1 Neither party will assign this Agreement without the consent of the other party and any
attempt to do so will render this Agreement void, except that a party may assign this
Agreement to a successor in ownership of all or substantially all of the assets of the
assigning party.
31.2 If any provision of this Agreement is wholly or partially invalid or unenforceable, such invalid
or unenforceable provision will be severable from the remainder of this Agreement and such
remainder will be interpreted as if the invalid or unenforceable provision had not been a part
of it.
31.3 All questions concerning the construction, validity and operation of this Agreement will be
governed by the laws of the State of Washington.
31.4 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by mediation. However, if not settled by mediation, resolution shall be by
arbitration in or near Yakima, Washington in accordance with the rules of the American
Arbitration Association, New York, New York.
31.5 The Contract represents the entire agreement between the parties with respect to the subject
12
matter of this Agreement and no documents or representations other that the Contract
Documents shall be used in interpreting it.
31.6 This Agreement shall enure to the benefit of and be binding upon the successors and
assigns of the parties.
31.7 Any notices required to be given under this Agreement will be given in writing and either
mailed by prepaid registered or certified mail and return receipt requested or sent by telex or
other visible form of electronic media or delivered to the addresses stated below or to such
other address as either party may substitute by written notice to the other. Any such notice
will be deemed to be received upon the date of receipt, and, if delivered, upon the date of
delivery. If normal mail service is interrupted by postal dispute or force majeure, notice will
be delivered and not mailed.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
representatives as of the day and year first above written.
City of Y a, WA
By:
(AuthorizedSi�ry)
Name: Richard A . Zai_s, Jr.
Title: City Manager
Date:
Address for Notice:
Information Systems Division
129 N. 2nd Street
Yakima, WA 98901
CITY CONTRACT NO:
RESOLUTION N0:
13
By:
(Authorized Signatory)
Name: Steven McElroy
Title: V.P. and General Manager
Date: . / (2zit
Address for Notice:
6160 Peachtree Dunwoody Road
Suite C-200
Atlanta, GA 30328
Modification No. 1
The agreement entitled "Purchase of Digital Radio Communications Hardware and Services
Terms and Conditions of Sale" dated February 12, 2004 ("the Agreement") between DATARADIO
Corporation ("DATARADIO") and the City of Yakima, WA (the "Customer"), is revised as described
below.
1 Attachment B hereto, Statement of Work, replaces in its entirety Attachment B of the
original Agreement to correct errors therein. Attachment B hereto identifies the Customer as the
responsible party for the installation of the system's mobile equipment supplied by DATARADIO.
2 All other terms and conditions of the Agreement including Contract Price are
unchanged
IN WITNESS WHEREOF the parties have executed this Modification by their duly authorized
representatives as of the day and year written below
City of akima, A DATARADIO Corpor
By: �_,,e, By:
(Auojrithzed Signatory)
Name. Autav'd 4.44_ �1 j
v,
Title. / Z 14(ir'L
Date: 1/-00/
Address for Notice.
129 N. 2nd Street
Yakima, WA 98901
Page 1 of 1
Name Steven McElroy
Title. V.P. and General Manager
Date.__ 9 04
Address for Notice:
6160 Peachtree Dunwoody Road
Suite C-200
Atlanta, GA 30328
STATEMENT OF WORK
FOR THE CITY OF YAKIMA
1.0 Introduction
This Statement of Work outlines the materials and services that DATARADIO will
provide to the City of Yakima, Washington ("Customer") regarding the
implementation of the Wireless Computing Network utilizing DATARADIO products.
2.0 Summary
2.1 This project is a single -site system using one -(1) ParagonPD+ base station networked
through a Customer provided data backhaul to the existing Hi -TECH Systems
Application Server. Mobile Equipment will consist of sixty -(60) Gemini mobiles.
Padcom TotalRoam® will be employed to provide TCP/IP connectivity between the
GeminiPD+ Mobile and the host application.
2.2 One ParagonPD+ base station, utilizing DATARADIO's antenna network will be installed
at the following locations:
Site Number
Site
Name
TX/RX1 Antenna
Height (ft.)
RX2 Antenna
Height (ft.)
Feedline
Type
1
Lookout Point
50
50
7/8"
2.3 Site selection may be modified for optimization by joint agreement between
DATARADIO and the Customer.
3.0 Performance Period
3 1 Performance shall begin upon the effective date of the agreement and continue
through the performance of all tasks described in this Statement of Work.
Implementation shall be scheduled in accordance with a mutually agreeable plan to
be prepared by DATARADIO and the Customer.
3 2 This schedule shall be mutually binding and form part of the contract. DATARADIO's
responsibility to the Customer shall be completed upon successful completion of all
tasks detailed in this document.
City of Yakima, WA - 1 -
TADAnkno
Statement Of Work for the City of Yakima
4.0 DATARADIO Responsibilities
4.1 System Engineering
4.1.1 Perform a comprehensive site survey to ensure that facilities are available and to
make any adjustments in equipment as necessary
4.1.2 Compile Customer provided information concerning tower sites and associated
resources. Use this information to prepare the FCC license application. DATARADIO
will monitor the approval process and support the Customer through out the licensing
procedure.
4 1.3 Compile Customer provided information concerning tower site resources, radio
hardware, final antenna network configurations and FCC license restrictions. Use
this information to perform a computer simulated propagation analysis of each of the
City's proposed site. Analyze the propagation simulation and examine the
capabilities of the available tower site resources. Prepare a final RF coverage study
report for the Customer
4.1.4 Compile information concerning the application software and estimated active fleet
size into a message model. Using this message model, perform a loading and
capacity study. Determine the channel resources and radio hardware needed to
meet the City's requirements. Make recommendations to the application software
vendor to maximize system throughput.
4.1.5 If the mobile data software's current Internet Protocol interface has not been
previously tested by DATARADIO, then DATARADIO will:
a.) Request the Customer to arrange for DATARADIO'S access to the software at our
Atlanta laboratory.
b.) If access is provided, evaluate the efficiency and compatibility of the software
with the DATARADIO hardware.
c.) Provide the evaluation results and any recommendations to the Customer.
4.1.6 Design a Communications Link Acceptance Test to demonstrate that the DATARADIO
provided RF infrastructure is capable of transporting data messages from the host
port of the Multi -Site Controller to the data port of a mobile radio modem.
4.1 7 Design an IP Link Acceptance Test to demonstrate that the DATARADIO provided RF
infrastructure is capable of transporting data messages from the host port of the
DATARADIO Wireless Gateway to the data port of a mobile radio modem.
4.1.8 Design a Coverage Acceptance Test to verify that the coverage area is as predicted
in the computer -simulated propagation analysis.
4.1.9 Provide interconnection diagrams, optimization procedures, radio interfaces and
programming parameters required to implement the server, base and mobile
hardware.
City of Yakima, WA 2
TADAf1P 0
Statement Of Work for the City of Yakima
4.2 Project Management
4 2.1 The DATARADIO team will be lead by a Project Manager who will engage in direct,
constant communications with the Customer.
4.2.2 The Project Manager will be responsible for the following.
a.) Serving as the primary point of contact to the Customer
b.) Technical success of the RF Infrastructure subsystem
c) Delivering products and services on schedule
d.) Managing DATARADIO resources dedicated to the program, including personnel
and equipment
e.) Coordinating with the Customer on administrative and contractual issues
f.) Management and scheduling installation, training, testing, documentation and
warranty activities
4 3 Equipment and Materials
4.3.1 Provide the following server site hardware and software.
a.) IP Gateway and software license
b.) Single Port IP Terminal Server
4.3.2 Provide the following Base Site hardware:
a.) ParagonPD+ Base Station
b.) Single Port IP Terminal Server
c.) Antenna network
4.3.3 Provide the following mobile hardware and software:
a.) GeminiPD+ mobile radio modems
b.) Antennas, mounts and coaxial cables
c.) GPS antennas, mounts and coaxial cable
d.) Serial cables to connect the Gemini to the laptops
e.) IP driver software licenses
4.3.4 Provide one (1) copy of each of the following manuals in electronic format:
a.) DMP 1.5 Specification & Driver Design Guide
b.) Gemini Mobile Radio Installation Guide
c.) Paragon Base Station Technical Manual
d.) Totalroam Technical Manual.
4 3.5 Provide one set of a documentation package for the system in electronic format.
This package will include typical base, mobile and MSC interconnection diagrams
and parameter lists.
City of Yakima, WA 3 -
TA 13 A inirt
Statement Of Work for the City of Yakima
4 4 System Staging
4.4.1 Stage the IP Gateway equipment by performing the following tasks at our Atlanta
location:
a.) Program all equipment for the Customer specific operating parameters.
b.) Connect the hardware and verify the operating system configurations and
installation parameters.
c.) Program the backhaul modems for operation with the application host
4.4.2 Stage the ParagonPD+ base equipment by performing the following tasks at our
Atlanta location:
a.) Program the base/repeater radio for operation at the Customer's transmit and
receive frequencies.
b.) Set transmit, receive and carrier sense levels on the controller as necessary.
c.) Program the controller with the Customer specific parameters.
d.) Program the backhaul modem for operation with the controller and the
Customer provided backhaul facilities.
4.4.3 Stage the Gemini mobile equipment by performing the following tasks at our
Atlanta location:
a.) Program each unit for correct transmit and receive frequencies.
b.) Program each unit for Customer specific parameters.
4.5 Installation
4.5.1 Install all DATARADIO provided host and base site equipment in accordance with
industry standards.
4.6 Verification and Testing
4 6.1 Verify the installation and operation of all DATARADIO supplied server site equipment
during an on site visit.
4.6.2 Verify the installation and operation of all DATARADIO supplied base site equipment
during an on site visit.
4.6.3 Verify the installation and operation of DATARADIO supplied mobile equipment. This
will be performed on a sample of installed units, at the discretion of DATARADIO. The
initial sample will be a minimum of five (5) units.
4.6.4 Perform a Communications Link Verification Acceptance Test as outlined in the
Acceptance Test Plan.
4.6.5 Perform an IP Link Verification Acceptance Test as outlined in the Acceptance Test
Plan
4.6.6 Perform the Coverage Acceptance Test as outlined in the Acceptance Test Plan.
City of Yakima, WA - 4
TADAnitale'
Statement Of Work for the City of Yakima
4.7 Training
4.7.1 Provide RF Network training at the Customer's location. Training will include both
classroom instruction and hands-on sessions The following subjects will be covered
during classroom training:
a) DATARADIO GeminiPD+ System Hardware Overview
b.) DATARADIO Paragonm+ System Hardware Overview
c.) DATARADIO System Setup, Operation and Maintenance
d.) DATARADIO'S DBA (Dynamic Bandwidth Allocation) Radio Network Protocol
Overview
e.) DATARADIO Multiplex Protocol 1 5 (DMP 1 5) Overview
4.7.2 Provide TotalRoam® training at the Customer's location. Training will include both
classroom instruction and hands-on sessions. The following subjects will be covered
during classroom training:
a.)
b.)
c.)
d.)
e.)
Overview and Capabilities
Hardware Components and Installation
Daily System Operation and Checks
Basic Diagnostic Procedures
Multi -Network Overview and Capabilities
4.7.3 Provide all required Training Manuals for classroom training.
4.8 Technical Support
4.8.1 Provide technical support for DATARADIO supplied hardware and software via
telephone or FAX during 8:30 AM to 5:30 PM Eastern Time Monday through Friday,
excluding holidays.
4.9 Maintenance Service
4 9 1 Provide on-call, on-site maintenance for radio system components for a period of
one-year beginning with System Acceptance.
4.9 2 Server/Base Site Equipment
a.) Respond within four [4] hours to Customer calls for service twenty-four (24)
hours per day, seven (7) days per week.
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
base equipment.
c.) Remove any defective wireless computing equipment. Replace defective
equipment with spare or repaired hardware.
d.) Ship any defective equipment to the appropriate manufacturer service center
for repair.
4.9.3 Mobile Equipment
a.) Respond within [24] hours to Customer calls for service during normal working
hours, eight (8) hours per day, five (5) days per week excluding holidays.
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
mobile equipment.
City of Yakima, WA 5
TADA mai"
Statement Of Work for the City of Yakima
c.) Remove any defective wireless computing mobile equipment. Replace
defective equipment with spare or repaired hardware.
d.) Ship any defective equipment to the appropriate manufacturer service center
for repair.
5.0 Customer Responsibilities
5.1 System Engineering
5.1.1 Provide a detailed listing of all radio and antenna network equipment for each site to
DATARADIO System Engineering. This should consist of the following:
a) Location on the tower structure provided for the new DATARADIO system
antennas
b.) Existing antenna manufacturer and model
c.) Location of existing antennas on the tower structure
d.) Transmission line type and length
e.) Manufacturer and model of all transmit combiners, receiver multicouplers or
other equipment
f.) Radio equipment by type and frequency used
5.1.2 Provide a valid FCC license for each tower site with the following characteristics
clearly identified:
a.) Frequency band(s) to be utilized
b.) Channel bandwidth (12.5 or 25 kHz), and
c.) Spacing between transmit and receive frequencies.
5.1.3 Provide mobile computing devices that utilize a Windows 2000 or Windows 98
operating system. This is required for the TCP\IP drivers.
51.4 Provide all information required for proper configuration of the IP Gateway,
ParagonPD+ Bases and GeminiPD+ mobiles.
5.1.5 Provide a spreadsheet with the application message size to DATARADIO for
evaluation. Each function must have its requirement for inbound and outbound
character sizes. The frequency of use for each message type per hour must be
included.
5 1.6 Arrange for the mobile data software vendor, when requested by DATARADIO, to
submit its software to DATARADIO for testing in Atlanta of its efficiency and
compatibility with the DATARADIO hardware being supplied.
5.2 Server Site Installation
5.2.1 Provide access to the server site for DATARADIO and installation personnel.
5.2.2 Provide adequate space for the IP Gateway and other server site equipment.
5.2.3 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
City of Yakima, WA - 6 -
T/1iT.a'4/'iIr'
Statement Of Work for the City of Yakima
5.2.4 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the equipment is 0° C to +50°
C.
5.3 Provide all necessary hardware for the remote data links from the Customer MSC
site to the ParagonPD+ base sites. This circuit can be either a 56 K bps digital line, a
DSO (64 Kbps) from a microwave or T1 backhaul or a four -wire E&M circuit capable
of supporting 40 K bps in full duplex mode.
5.4 Base Station Installation
5.4.1 Provide access to all tower sites for DATARADIO and installation personnel.
5 4.2 Provide adequate space at the tower sites for the DATARADIO ParagonPD+ base
station, antenna network and related equipment.
5.4 3 Schedule down time for each site as necessary in order to facilitate the installation,
testing and optimization of the base station equipment.
5.4.4 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
5.4.5 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the ParagonPD+ is -30° C to
+60° C.
5.5 Mobile Installations
5.5.1 Provide mobile computing devices that utilize a Windows 2000 or Windows 98
operating system. This is required for the TCP\IP drivers.
5.5.2 Provide Customer vehicles for equipment installation in a timely manner.
5.5.3 Specify mounting locations for all DATARADIO hardware for each type of Customer
vehicle. All antenna -mounting locations shall be proposed by DATARADIO, reviewed
and accepted by the Customer prior to installation.
5.5.4 Install all DATARADIO provided mobile equipment in accordance with generally
accepted industry standards.
City of Yakima, WA - 7
TADAniri ®
Statement Of Work for the City of Yakima
5 6 Equipment and Materials
5.6.1 Provide the following server site hardware:
a.)
b.)
c.)
Ethernet coaxial cable and a 10/100BaseT connection for connection of the IP
Gateway
IP addressing for the IP Gateway and all mobiles
Dial-up telephone line connection of at least 14.4 Kbps for the IP Gateway
5.7 Testing and Verification
5.7.1 Participate in the Communication Link Acceptance Tests by providing one (1) vehicle
outfitted for data, one (1) driver, and one (1) participant at the central dispatch
center
5.7.2 Participate in the IP Link Acceptance Tests by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center
5.7.3 Participate in the Coverage Acceptance Test by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center or the
tower site.
5.8 Training
5.8.1 Provide a suitable instruction area for the training classes equipped with an overhead
projector and a dry -erase whiteboard for the duration of the training.
5 8.2 Provide access to the IP Gateway, ParagonPD+ base stations and GeminiP» mobiles
during the training sessions as required.
5.8.3 Attend the DATARADIO training classes referenced above.
By:J4,44./
16 ` Sherman Banks
DATARADIO Corporation
\ 1
Name: 16/4li'c�i�� tr
City of akima
City of Yakima, WA - 8
TADArliel)
Modification No. 2
The agreement entitled "Purchase of Digital Radio Communications Hardware and Services
Terms and Conditions of Sale" dated February 12, 2004 ("the Agreement") between DATARADIO
Corporation ("DATARADIO") and the City of Yakima, WA (the "Customer"), as amended by
Modification No. 1, is further revised as described below.
1. Attachment B hereto, Statement of Work (SOW), replaces in its entirety Attachment B
in Modification No. 1 to the Agreement. The attached SOW corrects assumptions made by
DATARADIO prior to its March 17-18, 2004 Yakima site survey and, as a result of the survey, further
defines DATARADIO'S contract responsibilities; and
2. Attachment F hereto, Padcom Software License Agreement, adds the terms and
conditions
under which Padcom grants the Customer a nonexclusive license to use the Padcom software and
documentation in accordance with the terms and on the conditions set forth in this attachment. The
Contract Price includes the fee for the software licenses described in Exhibit A to Attachment F, a
ninety (90) day software warranty beginning on the day after software shipment, followed by two (2)
years of software maintenance. At the conclusion of the maintenance period in this Agreement,
follow-on maintenance will be available in accordance with Section 6, License Fees And Payment, in
Attachment F The current annual fee for software maintenance is eighteen percent (18%) of the list
price for the software license.
3. All other terms and conditions of the Agreement are unchanged.
IN WITNESS WHEREOF the parties have executed this Modification by their duly authorized
representatives as of the day and year written below.
City f YakimaWA
By:
(Authorized Signatory)
/ !
Name. /,(,A4./ c/ 1:1 age? is' Ji,
Title: Com/ � )(e%/4' �j ��
Date: v�,As,a z( �/
Address for Notice:
129 N. 2nd Street
Yakima, WA 98901
DATARADI
By:
n
(Au horized Signatory)
Name. Michael Harrell
Title. Comptroller
Date: I3 d"141 200,/
By.
(Authorized Signatory)
Name: Thomas A. Bryant
Title: Mgr., Contracts
Date: 5-/��
Address for Notice:
6160 Peachtree Dunwoody Road
Suite C-200
Atlanta, GA 30328
STATEMENT OF WORK
FOR THE CITY OF YAKIMA
1.0 Introduction
This Statement of Work outlines the materials and services that DATARADIO will
provide to the City of Yakima, Washington ("Customer") regarding the
implementation of the Wireless Computing Network utilizing DATARADIO products.
2.0 Summary
2.1 This project is a single -site system using one ParagonPD+ base station networked
through a Customer provided data backhaul to the TotalRoam® IP Wireless Gateway
Server. Mobile Equipment will consist of sixty GeminiPD+ mobiles. The TotalRoam®
IP Gateway Server connectivity will be employed to provide TCP/IP connectivity
between the DATARADIO GeminiPD+ Mobile and the Hi -TECH Systems Application
Server \ Message Switch as well as end-to-end 3DES encryption
2.2 One ParagonPD+ base station, utilizing DATARADIO's antenna network will be installed
at the following locations:
Site Number
Site
Name
TX/RX1 Antenna
Height (ft.)
RX2 Antenna
Height (ft.)
Feedline
Type
1
Lookout Point
65.5
65.5
7/8"
2.3 Site selection may be modified for optimization by joint agreement between
DATARADIO and the Customer.
3.0 Performance Period
3.1 Performance shall begin upon the effective date of the agreement and continue
through the performance of all tasks described in this Statement of Work
Implementation shall be scheduled in accordance with a mutually agreeable plan to
be prepared by DATARADIO and the Customer.
3.2 This schedule shall be mutually binding and form part of the contract. DATARADIO's
responsibility to the Customer shall be completed upon successful completion of all
tasks detailed in this document.
City of Yakima, WA 1
inletTADA 0
Statement Of Work for the City of Yakima, WA
4.0 DATARADIO Responsibilities
4.1 System Engineering
4.1.1 Perform a comprehensive site survey to ensure that facilities are available and to
make any adjustments in equipment as necessary.
4.1.2 Compile Customer provided information concerning tower sites and associated
resources. Use this information to prepare the FCC license application. DATARADIO
will monitor the approval process and support the Customer through out the licensing
procedure.
4.1.3 Compile Customer provided information concerning tower site resources, radio
hardware, final antenna network configurations and FCC license restrictions. Use
this information to perform a computer simulated propagation analysis of each of the
City's proposed site. Analyze the propagation simulation and examine the
capabilities of the available tower site resources. Prepare a final RF coverage study
report for the Customer.
4.1.4 Compile information concerning the application software and estimated active fleet
size into a message model. Using this message model, perform a loading and
capacity study. Determine the channel resources and radio hardware needed to
meet the City's requirements. Make recommendations to the application software
vendor to maximize system throughput.
4.1.5 If the mobile data software's current Internet Protocol interface has not been
previously tested by DATARADIO, then DATARADIO Will:
a.) Request the Customer to arrange for DATARADIO'S access to the software at our
Atlanta laboratory.
b.) If access is provided, evaluate the efficiency and compatibility of the software
with the DATARADIO hardware.
c.) Provide the evaluation results and any recommendations to the Customer.
4.1.6 Design a Communications Link Acceptance Test to demonstrate that the DATARADIO
provided RF infrastructure is capable of transporting data messages from the host
server port to the data port of a mobile radio modem
4.1.7 Design an IP Link Acceptance Test to demonstrate that the DATARADIO provided RF
infrastructure is capable of transporting data messages from the host port of the
PadCom® TotalRoam® IP Wireless Gateway to the data port of a mobile radio
modem.
4.1.8 Design a Coverage Acceptance Test to verify that the coverage area is as predicted
in the computer -simulated propagation analysis.
4.1.9 Provide interconnection diagrams, optimization procedures, radio interfaces and
programming parameters required to implement the server, base and mobile
hardware.
City of Yakima, WA 2
TADA /lift
Statement Of Work for the City of Yakima, WA
4.2 Project Management
4.2.1 The DATARADIO team will be lead by a Project Manager who will engage in direct,
constant communications with the Customer
4.2.2 The Project Manager will be responsible for the following:
a.) Serving as the primary point of contact to the Customer
b.) Technical success of the RF Infrastructure subsystem
c.) Delivering products and services on schedule
d.) Managing DATARADIO resources dedicated to the program, including personnel
and equipment
e.) Coordinating with the Customer on administrative and contractual issues
f.) Management and scheduling installation, training, testing, documentation and
warranty activities
4.3 Equipment and Materials
4.3 1 Provide the following server site hardware and software:
a.) IP Gateway and software license
b.) Single Port Terminal Server
4.3.2 Provide the following Base Site hardware:
a.)
b.)
c.)
Paragon Base Station
Single Port Terminal Server
Antenna network
4.3.3 Provide the following mobile hardware and software.
a.)
b.)
c.)
d.)
e.)
GeminiPD+ mobile radio modems
Antennas, mounts and coaxial cables
GPS antennas, mounts and coaxial cable
Serial cables to connect the GeminiPD+ to the laptops
IP driver software licenses
4.3.4 Provide one (1) copy of each of the following manuals in electronic format:
a.) DMP 1.5 Specification & Driver Design Guide
b.) GeminiPD+ Mobile Radio Installation Guide
c.) ParagonP°+ Base Station Technical Manual
d.) PadCom® TotalRoam® Technical Manual.
4 3.5 Provide one set of a documentation package for the system in electronic format.
This package will include typical base, mobile, and Padcom® TotalRoam® IP
Gateway configurations and interconnection diagrams.
City of Yakima, WA 3
TADAreurti®
Statement Of Work for the City of Yakima, WA
4.4 System Staging
4 4.1 Stage the TotalRoam® IP Wireless Gateway server equipment by performing the
following tasks at our Atlanta location:
a.) Program all equipment for the Customer specific operating parameters.
b.) Connect the hardware and verify the operating system configurations and
installation parameters.
c.) Program the Terminal Server for operation with the Padcom® TotalRoam® IP
Gateway server
4.4.2 Stage the ParagonPD+ base equipment by performing the following tasks at our
Atlanta location:
a.) Program the base/repeater radio for operation at the Customer's transmit and
receive frequencies.
b.) Set transmit, receive and carrier sense levels on the controller as necessary.
c.) Program the controller with the Customer specific parameters
d) Program the Terminal Server for operation with the controller and the Customer
provided backhaul facilities.
4 4.3 Stage the GeminiPD+ mobile equipment by performing the following tasks at our
Atlanta location:
a.) Program each unit for correct transmit and receive frequencies
b.) Program each unit for Customer specific parameters.
4.5 Installation
4.5.1 Install all DATARADIO provided host and base site equipment in accordance with
industry standards.
4 6 Verification and Testing
4.6.1 Verify the installation and operation of all DATARADIO supplied server site equipment
during an on site visit.
4 6.2 Verify the installation and operation of all DATARADIO supplied base site equipment
during an on site visit.
4.6.3 Verify the installation and operation of DATARADIO supplied mobile equipment.
This will be performed on a sample of installed units, at the discretion of DATARADIO.
The initial sample will be a minimum of five (5) units.
4.6.4 Perform a Communications Link Verification Acceptance Test as outlined in the
Acceptance Test Plan
4.6.5 Perform an IP Link Verification Acceptance Test as outlined in the Acceptance Test
Plan.
4.6.6 Perform the Coverage Acceptance Test as outlined in the Acceptance Test Plan.
City of Yakima, WA - 4 -
Statement Of Work for the City of Yakima, WA
4.7 Training
4.7.1 Provide RF Network training at the Customer's location Training will include both
classroom instruction and hands-on sessions. The following subjects will be covered
during classroom training:
a.) DATARADIO GeminiPD+ System Hardware Overview
b.) DATARADIO ParagonPD+ System Hardware Overview
c.) DATARADIO System Setup, Operation and Maintenance
d.) DATARADIO'S DBA (Dynamic Bandwidth Allocation) Radio Network Protocol
Overview
e.) DATARADIO Multiplex Protocol 1.5 (DMP 1 5) Overview
4 7 2 Provide TotaiRoam® training at the Customer's location. Training will include both
classroom instruction and hands-on sessions. The following subjects will be covered
during classroom training:
a.)
b.)
c.)
d.)
e.)
Overview and Capabilities
Hardware Components and Installation
Daily System Operation and Checks
Basic Diagnostic Procedures
Multi -Network Overview and Capabilities
4.7.3 Provide all required Training Manuals for classroom training.
4.8 Technical Support
4.8.1 Provide technical support for DATARADIO supplied hardware and software via
telephone or FAX during 8.30 AM to 5:30 PM Eastern Time Monday through Friday,
excluding holidays.
4.9 Maintenance Service
4 9 1 Provide on-call, on-site maintenance for radio system components for a period of
one-year beginning with System Acceptance.
4.9.2 Server/Base Site Equipment
a.) Respond within four [4] hours to Customer calls for service twenty-four (24)
hours per day, seven (7) days per week.
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
base equipment.
c.) Remove any defective wireless computing equipment. Replace defective
equipment with spare or repaired hardware.
d.) Ship any defective equipment to the appropriate manufacturer service center
for repair.
4.9.3 Mobile Equipment
a.) Respond within [24] hours to Customer calls for service during normal working
hours, eight (8) hours per day, five (5) days per week excluding holidays.
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
mobile equipment.
City of Yakima, WA - 5
TADAnt
Statement Of Work for the City of Yakima, WA
c.) Remove any defective wireless computing mobile equipment. Replace
defective equipment with spare or repaired hardware.
d) Ship any defective equipment to the appropriate manufacturer service center
for repair.
5.0 Customer Responsibilities
5.1 System Engineering
5.1 1 Provide a detailed listing of all radio and antenna network equipment for each site to
DATARADIO System Engineering. This should consist of the following:
a.) Location on the tower structure provided for the new DATARADIO system
antennas
b.) Existing antenna manufacturer and model
c.) Location of existing antennas on the tower structure
d.) Transmission line type and length
e.) Manufacturer and model of all transmit combiners, receiver multicouplers or
other equipment
f.) Radio equipment by type and frequency used
5 1.2 Provide a valid FCC license for each tower site with the following characteristics
clearly identified:
a.) Frequency band(s) to be utilized
b.) Channel bandwidth (12.5 or 25 kHz), and
c.) Spacing between transmit and receive frequencies.
5.1.3 Provide mobile computing devices that utilize a Windows 2000, XP or Windows 98
operating system. This is required for the TCP\IP drivers
5.1.4 Provide all information required for proper configuration of the TotalRoam° IP
Wireless Gateway server, ParagonPD+ Bases and GeminiPD+ mobiles.
5.1.5 Provide a spreadsheet with the application message size to DATARADIO for
evaluation. Each function must have its requirement for inbound and outbound
character sizes. The frequency of use for each message type per hour must be
included.
5.1.6 Arrange for the mobile data software vendor, when requested by DATARADIO, to
submit its software to DATARADIO for testing in Atlanta of its efficiency and
compatibility with the DATARADIO hardware being supplied
5.2 Server Site Installation
5.2.1 Provide access to the server site for DATARADIO and installation personnel.
5.2.2 Provide adequate space for the TotalRoam® IP Wireless Gateway server and other
server site equipment.
City of Yakima, WA 6
TADArilin
Statement Of Work for the City of Yakima, WA
5.2.3 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
5.2.4 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the equipment is 0° C to +50°
C.
5.3 Provide all necessarily hardware for the remote data links from the Customer server
site to the ParagonP + base site. This circuit can be either a 56 K bps digital line, a
DSO (64 Kbps) from a microwave or T1 backhaul or a four -wire E&M circuit capable
of supporting 40 K bps in full duplex mode.
5.4 Base Station Installation
5.4.1 Provide access to all tower sites for DATARADIO and installation personnel
5.4.2 Provide adequate space at the tower sites for the DATARADIO ParagonPD+ base
station, antenna network and related equipment.
5.4.3 Schedule down time for each site as necessary in order to facilitate the installation,
testing and optimization of the base station equipment.
5.4.4 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
5.4.5 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the ParagonPD+ is -30° C to
+60° C.
5.5 Mobile Installations
5.5.1 Provide mobile computing devices that utilize a Windows XP, 2000, or Windows 98
operating system. This is required for the TCP\IP drivers.
5.5.2 Provide Customer vehicles for equipment installation in a timely manner.
5.5.3 Specify mounting locations for all DATARADIO hardware for each type of Customer
vehicle. All antenna -mounting locations shall be proposed by DATARADIO, reviewed
and accepted by the Customer prior to installation.
5.5.4 Install all DATARADIO provided mobile equipment in accordance with generally
accepted industry standards
City of Yakima, WA 7
Statement Of Work for the City of Yakima, WA
5.6 Equipment and Materials
5.6 1 Provide the following server site hardware:
a.)
b.)
c.)
Ethernet coaxial cable and a 10/100BaseT connection for connection of the IP
Gateway
IP addressing for the IP Gateway and all mobiles
Dial-up telephone line connection of at least 14.4 Kbps for the IP Gateway
5.7 Testing and Verification
5.7.1 Participate in the Communication Link Acceptance Tests by providing one (1) vehicle
outfitted for data, one (1) driver, and one (1) participant at the central dispatch
center.
5 7.2 Participate in the IP Link Acceptance Tests by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center.
5.7.3 Participate in the Coverage Acceptance Test by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center or the
tower site.
5.8 Training
5 8.1 Provide a suitable instruction area for the training classes equipped with an overhead
projector and a dry -erase whiteboard for the duration of the training
5.8.2 Provide access to the IP Gateway, ParagonPD+ base stations and GeminiPD+ mobiles
during the training sessions as required.
5.8.3 Attend the DATARADIO training classes referenced above.
B
Sherman Banks
DATARADIO Corporation
By:
Name. / k! e?,,e-" / ,- ,J \//'
City of Yakima
City of Yakima, WA 8
TADA nu -41
`''
PADS ;
INC.
SOFTWARE LICENSE AGREEMENT
END USER
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and entered into this 3rd day of
May, 2004 (the "Effective Date") by and between Padcom, Inc. ("Padcom"), having corporate offices at
2005 City Line Road Suite 300, Bethlehem, PA 18017 and , the City of Yakima, Washington ("Licensee"),
a municipality having offices at 129 N 2"d Street, Yakima, WA 98901
RECITALS
A. Padcom is the owner of, or has acquired rights to, the Software and Documentation (as defined
below)
B Padcom desires to grant to Licensee and Licensee desires to obtam from Padcom a nonexclusive
license to use the Software and Documentation solely in accordance with the terms and on the
conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS.
1 1 "Designated Equipment" shall mean the number
of hardware products identified on Exhibit "A" with
which the Software is licensed for use.
1.2 "Documentation" shall mean all manuals, user
documentation, and other related materials pertaining
to the Software which are furnished to Licensee by
Padcom in connection with the Software.
1.3 "License Fee" shall mean the fee paid to
DataRadio on behalf of Padcom for use of the
Software as set forth in this agreement.
1 4 "Software" shall mean the computer programs in
machine readable object code form listed in Exhibit
"A" attached hereto and any subsequent error
corrections or updates supplied to Licensee by Padcom
pursuant to this Agreement. Exhibit "A" may be
amended from time to time by the parties in writing.
2. GRANT OF RIGHTS.
The License granted for Software under this
Agreement authorizes Licensee on a nonexclusive
basis to use the Software on the number of primary
systems of Designated Equipment identified on
Exhibit A hereto for the license term set forth on
Exhibit A. The Software shall be used only on such
primary systems if they are fully operational. If any
primary system is not functioning, the Software may
be used on a single backup system for that primary
system.
In the event Exhibit "A" includes devices containing
software licensed by third parties, those software
licenses may be added as a part of this Agreement.
3. DELIVERY.
Padcom shall deliver to Licensee a master copy of the
Software licensed hereunder in object code form,
suitable for reproduction, in electronic files only
4. MODIFICATIONS.
41 Padcom will provide Licensee with error
corrections, bug fixes, patches or other updates to the
Software licensed hereunder in object code form to the
extent available in accordance with Padcom's release
schedule for a period of ninety (90) days from the date
of shipment. Maintenance for the initial two (2) years
following the ninety (90) day initial period is included
in the pricing provided. This Agreement shall
thereafter automatically renew for successive one (1)
year periods for extended maintenance
("Maintenance") following the expiration of the initial
SLA 050603
nT
term. Either party may terminate a agreement for
maintenance upon sixty (60) days advance written
notice prior to the end of the term for convenience.
Maintenance, in the subsequent one year time periods,
is available at 18% of the then current list price for
Software directly from Padcom.
4.2 Licensee may, from time to time, request that
Padcom incorporate certain features, enhancements or
modifications into the Software. Padcom may, in its
sole discretion, undertake to incorporate such changes
and distribute the Software so modified to all or any of
Padcom's licensees.
4.3 All such error corrections, bug fixes, patches,
updates or other modifications and enhancements shall
be the sole property of Padcom.
5. COPIES.
5 1 Except as specifically set forth herein, no
Software or Documentation which is provided by
Padcom pursuant to this Agreement in human readable
form, such as written or printed documents, shall be
copied in whole or in part by Licensee without
Padcom's prior written agreement. Additional copies
of printed materials may be obtained from Padcom at
the charges then in effect.
5.2 Except as specifically set forth herein, any
Software provided in machine readable form may not
be copied by Licensee in whole or in part, except one
copy for Licensee's backup or archive purposes.
Licensee agrees to maintain appropriate records of the
number and location of all copies of the Software and
make such records available upon Padcom's request.
Licensee further agrees to reproduce all copyright and
other proprietary notices on all copies of the Software
in the same form and manner that such copyright and
other proprietary notices are originally included on the
Software.
6. LICENSE FEES AND PAYMENT.
6 1 In consideration of the license rights granted in
Article 2 above, Licensee shall pay the License Fees
or other consideration for the Software and
Documentation as set forth in the Contract Price.
All amounts payable hereunder by Licensee shall be
payable in United States funds without deductions for
taxes, assessments, fees, or charges of any kind.
Checks shall be made payable as noted in the invoice
received by Licensee. Checks for Maintenance in
Page 1
PADS 4
INC.
subsequent years shall be payable to Padcom to the
attention of the Finance Department.
6.2 Licensee shall be responsible for paying all (i)
sales, use, excise, value-added, or other tax or
governmental charges imposed on the licensing or use
of the Software or Documentation hereunder, (ii)
freight, insurance and installation charges, and (iii)
import or export duties or like charges.
7. PROTECTION OF SOFTWARE.
7.1 Licensee agrees to respect and not to remove,
obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice,
mark, or legend appearing on any of the Software or
output generated by the Software, and to reproduce
and include same on each copy of the Software.
7.2 Licensee agrees not to alter, modify, reverse
engineer, disassemble, or decompile the Software, or
any portion thereof or apply any process or technique
for the purposes of ascertaining the source code.
7.3 Licensee further acknowledges that all copies of
the Software in any form provided by Padcom or
made by Licensee are the sole property of Padcom
and/or its suppliers. Licensee shall not have any right,
title, or interest to any such Software or copies thereof
except as provided in this Agreement, and further shall
secure and protect all Software and Documentation
consistent with maintenance of Padcom's proprietary
rights therein.
8. CONFIDENTIALITY.
8.1 Licensee hereby acknowledges and agrees that
the Software and Documentation constitute and
contain valuable proprietary products and trade secrets
of Padcom and/or its suppliers, embodying substantial
creative efforts and confidential information, ideas,
and expressions. Accordingly, Licensee agrees to treat
(and take precautions to ensure that its employees
treat) the Software and Documentation as confidential
in accordance with the confidentiality requirements
and conditions set forth below.
8.2 Each party agrees to keep confidential all
confidential information disclosed to it by the other
party in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects
the confidentiality of similar information and data of
its own (at all times exercising at least a reasonable
degree of care in the protection of confidential
information); provided, however, that neither party
shall have any such obligation with respect to use of
disclosure to others not parties to this Agreement of
such confidential information as can be established to
(a) have been known publicly; (b) have been known
generally in the industry before communication by the
disclosing party to the recipient; (c) have become
known publicly, without fault on the part of the
recipient, subsequent to disclosure by the disclosing
party; (d) have been known otherwise by the recipient
before communication by the disclosing party; or (e)
has been received by the recipient without any
obligation of confidentiality from a source (other than
the disclosing party) lawfully having possession of
such information. Notwithstanding the above,
Licensee agrees to keep confidential all confidential
SLA 050603
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information except as legally required under
Washington State law or as otherwise required under
applicable statute.
8.3 Licensee acknowledges that the unauthorized
use, transfer or disclosure of the Software and
Documentation or copies thereof will (i) substantially
diminish the value to Padcom of the trade secrets and
other proprietary interests that are the subject of this
Agreement; (ii) render Padcom's remedy at law for
such unauthorized use, disclosure or transfer
inadequate; and (iii) cause irreparable injury in a short
period of time. If Licensee breaches any of its
obligations with respect to the use or confidentiality of
the Software or Documentation, Padcom shall be
entitled to seek equitable relief to protect its interests
therein, including, but not limited to, preliminary and
permanent injunctive relief.
8.4 Licensee's obligations under this Article 8 will
survive the termination of this Agreement or of any
license granted under this Agreement for a term of
two (2) years following the date of termination.
9. LIMITED WARRANTY; SUPERIOR RIGHTS.
9.1 Except for the rights, if any of the Government
of the United States, as set forth herein below, Padcom
represents its belief that it is the owner of the entire
right, title, and interest in and to Software, other than
any licenses for third party software, if any, and that it
has the sole right to grant licenses thereunder, and that
it has not knowingly granted licenses thereunder to
any other entity that would restrict rights granted
hereunder except as stated herein.
9.2 Padcom warrants, solely for the benefit of
Licensee, that for a period of ninety (90) days after the
shipment date of the Software (the "Warranty
Period"), the Software will operate in substantial
conformity with the Documentation and that during
such period Padcom, at its own expense, upon receipt
of written notice from Licensee, will, subject to the
provisions of this Section 9, make all corrections and
modifications necessary to the Software and each
component or portion thereof so that the Software will
so operate; provided, however, that Padcom will be
relieved from any obligations if Licensee does not
give Padcom prompt written notice of any Defect
claimed hereunder upon Licensee's first observation
of such Defect and if such delay of notice causes
additional degradation to the Software .
9.3 Notwithstanding the warranty provisions set
forth in Section 9.2 above, all of Padcom's obligations
with respect to such warranties shall be contingent on
Licensee's use of the Software in accordance with this
Agreement and in accordance with Padcom's
instructions as provided by Padcom in the
Documentation, as such instructions may be amended,
supplemented, or modified by Padcom from time to
time. Padcom shall have no warranty obligations with
respect to any failures of the Software which are the
result of accident, abuse, misapplication, extreme
power surge or extreme electromagnetic field.
9.4 Padcom's entire liability and Licensee's
exclusive remedy shall be, at Padcom's option, either
(a) return of the price paid or (b) repair or replacement
Page 2
of the Software upon its return to Padcom; provided
Padcom receives written notice from Licensee during
the warranty period of a breach of warranty. Any
replacement Software will be warranted for the
remainder of the original warranty period or thirty (30)
days, whichever is longer.
9.5 Disclaimer of Warranties. PADCOM DOES NOT
REPRESENT OR WARRANT THAT ALL ERRORS
IN THE SOFTWARE AND DOCUMENTATION
WILL BE CORRECTED. THE WARRANTIES
STATED IN SECTION 9.2 ABOVE ARE THE SOLE
AND THE EXCLUSIVE WARRANTIES OFFERED
BY PADCOM. THERE ARE NO OTHER
WARRANTIES RESPECTING THE SOFTWARE
AND DOCUMENTATION OR SERVICES
PROVIDED HEREUNDER, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY WARRANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, EVEN IF PADCOM
HAS BEEN INFORMED OF SUCH PURPOSE. NO
AGENT OF PADCOM IS AUTHORIZED TO
ALTER OR EXCEED THE WARRANTY
OBLIGATIONS OF PADCOM AS SET FORTH
HEREIN.
9.6 LICENSEE ACKNOWLEDGES AND AGREES
THAT THE CONSIDERATION WHICH PADCOM
IS CHARGING HEREUNDER DOES NOT
INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY PADCOM OF THE RISK OF
LICENSEE'S CONSEQUENTIAL OR INCIDENTAL
DAMAGES WHICH MAY ARISE IN
CONNECTION WITH LICENSEE'S USE OF THE
SOFTWARE AND DOCUMENTATION.
ACCORDINGLY, LICENSEE AGREES THAT
PADCOM SHALL NOT BE RESPONSIBLE TO
LICENSEE FOR ANY LOSS -OF -PROFIT,
INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF
THE LICENSING OR USE OF THE SOFTWARE
OR DOCUMENTATION. Any provision herein to the
contrary notwithstanding, the maximum liability of
Padcom to any person, firm or corporation whatsoever
arising out of or in the connection with any license,
use or other employment of any Software delivered to
Licensee hereunder, whether such liability arises from
any claim based on breach or repudiation of contract,
warranty, tort or otherwise, shall in no case exceed the
actual price paid to Padcom by Licensee for the
Software whose license, use, or other employment
gives rise to the liability. The essential purpose of this
provision is to limit the potential liability of Padcom
arising out of this Agreement. The parties
acknowledge that the limitations set forth in this
Article 9 are integral to the amount of consideration
levied in connection with the license of the Software
and Documentation and any services rendered
hereunder and that, were Padcom to assume any
further liability other than as set forth herein, such
consideration would of necessity be set substantially
higher.
10. INDEMNIFICATION
SLA 050603
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10.1 Padcom shall indemnify, hold harmless and
defend Licensee against any action brought against
Licensee to the extent that such action is based on a
claim that the unmodified Software, when used in
accordance with this Agreement, infringes a United
States copyright and Padcom shall pay all costs,
settlements and damages finally awarded; provided,
that Licensee promptly notifies Padcom in writing of
any claim, gives Padcom sole control of the defense
and settlement thereof and provides all reasonable
assistance in connection therewith. If any Software is
finally adjudged to so infringe, or in Padcom's opinion
is likely to become the subject of such a claim,
Padcom shall, at its option, either: (i) procure for
Licensee the right to continue using the Software, or
(ii) modify or replace the Software to make it
noninfringing upon the return of the Software. Padcom
shall have no liability regarding any claim arising out
of: (a) use of other than a current, unaltered release of
the Software unless the infringing portion is also in the
then current, unaltered release, (b) use of the Software
in combination with non-Padcom software, data or
equipment if the infringement was caused by such use
or combination, (c) any modification or derivation of
the Software not specifically authorized in writing by
Padcom or (d) use of third party software. THE
FOREGOING STATES THE ENTIRE LIABILITY
OF PADCOM AND THE EXCLUSIVE REMEDY
FOR LICENSEE RELATING TO INFRINGEMENT
OR CLAIMS OF INFRINGEMENT OF ANY
COPYRIGHT OR OTHER PROPRIETARY RIGHT
BY THE SOFTWARE.
10.2 Except for the foregoing infringement claims,
Licensee shall indemnify and hold harmless Padcom,
officers, agents and employees from and against any
claims, demands, or causes of action whatsoever,
including without limitation those arising on account
of Licensee's modification or enhancement of the
Software or otherwise caused by, or arising out of, or
resulting from, the exercise or practice of the license
granted hereunder by Licensee, its sublicensees, if
any, its subsidiaries or their officers, employees,
agents or representatives.
11. DEFAULT AND TERMINATION.
11.1 This Agreement may be terminated by the
nondefaulting party if any of the following events of
default occur: (i) if a party materially fails to perform
or comply with this Agreement or any provision
hereof; (ii) if either party fails to strictly comply with
the provisions of Section 8 (Confidentiality) or makes
an assignment in violation of Section 13
(Nonassignability); (iii) if a party becomes insolvent
or admits in writing its inability to pay its debts as
they mature, or makes an assignment for the benefit of
creditors; (iv) if a petition under any foreign, state, or
United States bankruptcy act, receivership statute, or
the like, as they now exist, or as they may be
amended, is filed by a party; or (v) if such a petition is
filed by any third party, or an application for a
receiver is made by anyone and such petition or
application is not resolved favorably within ninety
(90) days.
Page 3
PAD.4.--.11L67617
INC.
11.2 Termination due to a material breach of
Articles 2 (Grant of Rights), 5 (Copies), 7 (Protection
of Software), or 8 (Confidentiality) shall be effective
on notice. In all other cases, termination shall be
effective thirty (30) days after notice of termination to
the defaulting party if the defaults have not been cured
within such thirty (30) day period.
11.3 Within ten (10) days after termination of this
Agreement, Licensee shall cease and desist all use of
the Software and Documentation and shall return to
Padcom all full or partial copies of the Software and
Documentation in Licensee's possession or under its
control.
12. NOTICES.
All notices, authorizations, and requests in connection
with this Agreement shall be deemed given (i) five
days after being deposited in the U.S. mail, postage
prepaid, certified or registered, return receipt
requested; or (ii) one day after being sent by overnight
courier, charges prepaid, with a confirming fax; and
addressed as first set forth above or to such other
address as the party to receive the notice or request so
designates by written notice to the other.
13. NONASSIGNABILITY.
Licensee shall not assign this Agreement or its rights
hereunder without the prior written consent of
Padcom.
14. GOVERNING LAW; JURISDICTION AND
VENUE.
The validity, interpretation, construction and
performance of this Agreement shall be governed by
the laws of the State of Washington.
15. GOVERNMENT CONTRACTS.
If the Software or Documentation to be furnished
hereunder are to be used in the performance of a
government contract or subcontract, the software shall
be provided on a "restricted rights" basis only and
Licensee shall place a legend, in addition to applicable
copyright notices, in the form provided under the
governmental regulations. Padcom shall not be subject
to any flowdown provisions required by the
governmental customer unless agreed to by Padcom in
writing.
16. SEVERABILITY.
If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain
in full force and effect.
17. MISCELLANEOUS.
This Agreement and its exhibits contain the entire
understanding and agreement between the parties
respecting the subject matter hereof. This Agreement
may not be supplemented, modified, amended,
released or discharged except by an instrument in
writing signed by each party's duly authorized
representative. This Agreement may not be modified
by the acceptance of a purchase order with conflicting
terms; in such event the terms of this Agreement shall
control. All captions and headings in this Agreement
are for purposes of convenience only and shall not
affect the construction or interpretation of any of its
provisions. In addition to any provisions that survive
by virtue of their terms, Sections 4, 7, 9, 10, 11 of this
Agreement shall survive any termination or expiration
of this Agreement and shall at all times continue to
bind the parties and their legal representatives,
successors, transferees and assigns. Any waiver by
either party of any default or breach hereunder shall
not constitute a waiver of any provision of this
Agreement or of any subsequent default or breach of
the same or a different kind.
SLA 050603 Page 4
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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Agreement as of the date first set forth above.
Padcom, Inc.
By:
Title:
Date:
City of Yakima, WA
Title: 16 ���''d'!*J ''a'""
Date: „c/f/fr
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Page 5
EXHIBIT A
As fur us data an go
Notes:
TotalRoam® Software Systems include 4 hours of telephone -based installation support from
Padcom to Licensee.
Term. The license of any Software provided by Padcom is effective until terminated. Termination of
the license will occur, as noted in Section 11 of the Software License Agreement, if you fail to
comply with any term or condition of the Software License Agreement or if you elect to terminate the
license for any reason. Upon termination, you agree to promptly return all copies of the Software,
including backup copies and documentation, to your Provider. This license shall survive
termination of this Software License Agreement for any reason.
SLA 050603
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Page 6
Customer:
City of Yakima, WA
Date:
Billing Address:
City of Yakima
Accounts Payable
129 North Second Street
Yakima, WA 98901
May 3, 2004
Contact Name:
Rick Pettyjohn
Contact Phone #:
509-575-6098
PART NUMBER
Product Name
QTY
PTR-CNT-CLTO
TR Connect w/Optimized Connector
60
TotalRoam Software Solution
Years
MNT-PTR-001Y
TotalRoam Software Maintenance
2
Maintenance
Notes:
TotalRoam® Software Systems include 4 hours of telephone -based installation support from
Padcom to Licensee.
Term. The license of any Software provided by Padcom is effective until terminated. Termination of
the license will occur, as noted in Section 11 of the Software License Agreement, if you fail to
comply with any term or condition of the Software License Agreement or if you elect to terminate the
license for any reason. Upon termination, you agree to promptly return all copies of the Software,
including backup copies and documentation, to your Provider. This license shall survive
termination of this Software License Agreement for any reason.
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Page 6
rARADIO Corporation
;0 Peachtree -Dunwoody Road, Suite C-200
anta, Georgia 30328
: 770 392 0002 FAX 770 392 9199
All quotations valid for 60 days unless otherwise noted
DATE: January 15, 2004
ATTENTION:
CITY CLERK'S OFFICE
YAKIMA CITY HALL
129 North Second Street
Yakima, WA 98901
ACCOUNT REP: Bob Bushey
QUOTATION NO:
F.O.B.:
TERMS:
SHIPPED VIA:
RE:
Q080403.01 R5
Shipping Point
See Note 2
Best Way
Proposal No 10321
WIRELESS COMPUTING N
PROJECT TOTALS
Host Site Hardware:
This includes One (1) IP Terminal Server
$ 614.13
Tower Site 1 Hardware:
This includes One (1) 43.2Kbps, UHF, 25Khz Paragon
PD+ Base Station, antenna network and various
accessories.
$ 26,008.38
Mobile Client Hardware.
This includes Sixty (60) 43.2Kbps, UHF, 25Khz Gemini
PD+ Mobiles with built in GPS receivers, antennas and
cables. (Forty Five of these units have standard GPS
antennas and the other Fifteen have the thick mounts for
larger vehicles) •
$ 161,060.10
Padcom Multi Network Option:
This includes Sixty (60) Padcom Connectivity Suite Licenses
Automatic roaming between the DATARADIO network and two
Networks (Le. CDPD, 802 11b). Also includes engineering s
Two years of maintenance on the software.
$ 35,000.00
Spares and Accessories:
This includes One (1) Programming Kit for the Paragon
PD base and One (1) Programming Kit for the Gemini PD
mobile
$280.00
10'
Page 2
Quotation No: Q101003.01 R5
January 15, 2004
PROJECT TOTALS
Technical Services
Including DATARADIO Project Management Services:
-Manage Project Resource Allocation
- Manage Timelines to Performance
- Act as liaison between DATARADIO and Customer
Including DATARADIO Engineering Services
-System Design
- System Hardware Staging
- On-Site System Installation Verification and Supervision
- Installation of DATARADIO Supplied Hardware (mobile
units not included)
-On-Site Training on the RF network and the MSC
-Documentation Package
- Pre and Post Acceptance Technical Support
- Includes First Year of Maintenance
$ 79,851 50
Shipping
$ 3,289.35
Grand Total
$ 306,'103,45
OPTIONS
Extended Warranty and Optional Technical Serivces for System Quoted
$ 28,050.00
Above.
This includes a three year extended warranty on the Paragon and three
Year extended warranties on the Gemini's. Also includes 7x24 Technical
Support, quarterly telephone dial in to the system for diagnostic
Evaluation and an on site visit by a DATARADIO engineer to check out the
System.
Second Site and Multi Site Controller Option.
This includes One (1) 43.2Kbps, UHF, 25Khz Paragon PD+ Base Station,
antenna network and various accessories Also includes One (1) Model
$92,860.57
MSC4LAR Multi Site Controller with accessories. Engineering services,
Installation and first year of maintenance are also included
Extended Warranty and Optional Technical Serivces for the Second Site
$ 19,050.00
And Multi Site Controller Option:
This includes a four year extended warranty on the MSC and a three year
Extended warranty on the Paragon. Also includes 7x24 Technical
Support, quarterly telephone dial in to the system for diagnostic
Evaluation and an on site visit by a Dataradio engineer to check out the
System.
AVL Option:
$ 19,962.85
This option includes the addition of an AVL reference receiver and the
Services to implement it. The AVL reference receiver provides greater
Accuracy for the GPS reports from the mobiles.
Page 3
Quotation No: Q101003.01R5
January 15, 2004
NOTES
1
The above quotation is exclusive of applicable sales tax.
2
AH sales will be subject to DATARADIO'S Terms and Conditions of Sale, which
are attached.
3
Incremental unit pricing can be obtained by dividing the category total by the
number of units quoted
4
The options listed above may be exercised up to one year from the date of this
quotation at the prices listed.
Bob:BEishey
Sales Executive, Northwest
STATEMENT OF WORK
FOR THE CITY OF YAKIMA
1.0 Introduction
This Statement of Work outlines the materials and services that DATARADIO will
provide to the City of Yakima, Washington ("Customer") regarding the
implementation of the Wireless Computing Network utilizing DATARADIO products.
2.0 Summary
2.1 This project is a single -site system using one -(1) ParagonPD+ base station networked
through a Customer provided data backhaul to the existing Hi -TECH Systems
Application Server. Mobile Equipment will consist of sixty -(60) GeminiPD+ mobiles.
Padcom Totalroam will be employed to provide TCP/IP connectivity between the
GeminiPD+ Mobile and the host application.
2.2 One ParagonPD+ base station, utilizing DATARADIO's antenna network will be installed
at the following locations:
Site Number
Site
Name
TX/RX1 Antenna
Height (ft.)
RX2 Antenna
Height (ft.)
Feedline
Type
1
Lookout Point
50
50
7/8"
2.3 Site selection may be modified for optimization by joint agreement between
DATARADIO and the Customer.
City of Yakima, WA 1 -
r11177113A
Statement Of Work for the City of Yakima
3.0 Performance Period
3.1 Performance shall begin upon the effective date of the agreement and continue
through the performance of al! tasks described in this Statement of Work.
Implementation shall be scheduled in accordance with a mutually agreeable plan to
be prepared by DATARADIO and the Customer.
3.2 This schedule shall be mutually binding and form part of the contract. DATARADIO'S
responsibility to the Customer shall be completed upon successful completion of all
tasks detailed in this document.
4.0 DATARADIO Responsibilities
4.1 System Engineering
4.1.1 Perform a comprehensive site survey to ensure that facilities are available and to
make any adjustments in equipment as necessary.
4.1.2 Compile Customer provided information concerning tower sites and associated
resources. Use this information to prepare the FCC license application. DATARADIO
will monitor the approval process and support the Customer through out the licensing
procedure.
4.1.3 Compile Customer provided information concerning tower site resources, radio
hardware, final antenna network configurations and FCC license restrictions. Use
this information to perform a computer simulated propagation analysis of each of the
City's proposed site. Analyze the propagation simulation and examine the
capabilities of the available tower site resources. Prepare a final RF coverage study
report for the Customer.
4.1.4 Compile information concerning the application software and estimated active fleet
size into a message model. Using this message model, perform a loading and
capacity study. Determine the channel resources and radio hardware needed to
meet the City's requirements. Make recommendations to the application software
vendor to maximize system throughput.
4.1.5 If the mobile data software's current Internet Protocol interface has not been
previously tested by DATARADIO, then DATARADIO will:
a.) Request the Customer to arrange for DATARADIO'S access to the software at our
Atlanta laboratory.
b.) If access is provided, evaluate the efficiency and compatibility of the software
with the DATARADIO hardware.
c) Provide the evaluation results and any recommendations to the Customer.
4.1.6 Design a Communications Link Acceptance Test to demonstrate that the DATARADIO
provided RF infrastructure is capable of transporting data messages from the host
port of the Multi -Site Controller to the data port of a mobile radio modem.
City of Yakima, WA 2 -
Pt4TA13AI II/"''!
Statement Of Work for the City of Yakima
4.1.7 Design an IP Link Acceptance Test to demonstrate that the DATARADIO provided RF
infrastructure is capable of transporting data messages from the host port of the
DATARADIO Wireless Gateway to the data port of a mobile radio modem.
4 1.8 Design a Coverage Acceptance Test to verify that the coverage area is as predicted
in the computer -simulated propagation analysis.
4.1.9 Provide interconnection diagrams, optimization procedures, radio interfaces and
programming parameters required to implement the server, base and mobile
hardware.
4.2 Project Management
4.2.1 The DATARADIO team will be lead by a Project Manager who will engage in direct,
constant communications with the Customer.
4.2.2 The Project Manager will be responsible for the following:
a.) Serving as the primary point of contact to the Customer
b.) Technical success of the RF Infrastructure subsystem
c.) Delivering products and services on schedule
d.) Managing DATARADIO resources dedicated to the program, including personnel
and equipment
e.) Coordinating with the Customer on administrative and contractual issues
f.) Management and scheduling installation, training, testing, documentation and
warranty activities
4.3 Equipment and Materials
4.3.1 Provide the following server site hardware and software:
a.) IP Gateway and software license
b.) Backhaul modem(s)
4.3.2 Provide the following Base Site hardware:
a.) ParagonPD+ Base Station
b) Backhaul modem
c.) Antenna network
4.3.3 Provide the following mobile hardware and software:
a.)
b.)
c.)
d.)
e.)
GeminiPD+ mobile radio modems
Antennas, mounts and coaxial cables
GPS antennas, mounts and coaxial cable
Serial cables to connect the GeminiPD+ to the laptops
IP driver software licenses
4.3.4 Provide one (1) copy of each of the following manuals in electronic format:
a.) DMP 1.5 Specification & Driver Design Guide
b.) GeminiPD+ Mobile Radio Installation Guide
c.) ParagonPD+ Base Station Technical Manual
d.) Totalroam Technical Manual.
City of Yakima, WA 3
t" IATADA/"'1//'"r! ,
Statement Of Work for the City of Yakima
4 3.5 Provide one set of a documentation package for the system in electronic format.
This package will include typical base, mobile and MSC interconnection diagrams
and parameter lists
4.4 System Staging
4.4.1 Stage the IP Gateway equipment by performing the following tasks at our Atlanta
location:
4.4.2
a.)
b.)
c.)
Program all equipment for the Customer specific operating parameters.
Connect the hardware and verify the operating system configurations and
installation parameters.
Program the backhaul modems for operation with the application host
Stage the ParagonPD+
Atlanta location:
a.)
b.)
c.)
d.)
base equipment by performing the following tasks
at our
Program the base/repeater radio for operation at the Customer's transmit and
receive frequencies.
Set transmit, receive and carrier sense levels on the controller as necessary.
Program the controller with the Customer specific parameters.
Program the backhaul modem for operation with the controller and the
Customer provided backhaul facilities.
4.4.3 Stage the GeminiPD+ mobile equipment by performing the following tasks at our
Atlanta location:
a.) Program each unit for correct transmit and receive frequencies.
b.) Program each unit for Customer specific parameters.
4.5
4.5.1
4.6
4.6 1
Installation
Install all DATARADIO provided equipment in accordance with industry standards.
Verification and Testing
Verify the installation and operation of all DATARADIO supplied server site equipment
during an on site visit.
4.6.2 Verify the installation and operation of all DATARADIO supplied base site equipment
during an on site visit.
4.6.3 Verify the installation and operation of DATARADIO supplied mobile equipment. This
will be performed on a sample of installed units and the quantity will be at the
discretion of DATARADIO.
4.6.4 Perform a Communications Link Verification Acceptance Test as outlined in the
Acceptance Test Plan.
4.6.5 Perform an IP Link Verification Acceptance Test as outlined in the Acceptance Test
Plan.
City of Yakima, WA 4
rIATAD/1rim", e)
Statement Of Work for the City of Yakima
4.6.6 Perform the Coverage Acceptance Test as outlined in the Acceptance Test Plan.
4.7 Training
4.7.1 Provide RF Network training at the Customer's location. Training will include both
classroom instruction and hands-on sessions. The following subjects will be covered
during classroom training:
a.) DATARADIO GeminiPD+ System Hardware Overview
b.) DATARADIO ParagonPD+ System Hardware Overview
c.) DATARADIO System Setup, Operation and Maintenance
d.) DATARADIO'S DBA (Dynamic Bandwidth Allocation) Radio Network Protocol
Overview
e.) DATARADIO Multiplex Protocol 1.5 (DMP 1.5) Overview
4.7.2 Provide Totalroam training at the Customer's location. Training will include both
classroom instruction and hands-on sessions. The following subjects will be covered
during classroom training:
a.)
b.)
c.)
d.)
e.)
Overview and Capabilities
Hardware Components and Installation
Daily System Operation and Checks
Basic Diagnostic Procedures
Multi -Network Overview and Capabilities
4.7.3 Provide all required Training Manuals for classroom training.
4.8 Technical Support
4.8.1 Provide technical support for DATARADIO supplied hardware and software via
telephone or FAX during 8:30 AM to 5:30 PM Eastern Time Monday through Friday,
excluding holidays.
4.9 Maintenance Service
4.9.1 Provide on-call, on-site maintenance for radio system components for a period of
one-year beginning with System Acceptance.
4.9.2 Server/Base Site Equipment
a.) Respond within [ 4 ] hours to Customer calls for service twenty-four (24) hours
per day, seven (7) days per week.
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
base equipment.
c.) Remove any defective wireless computing equipment. Replace defective
equipment with spare or repaired hardware.
d.) Ship any defective equipment to the appropriate manufacturer service center
for repair.
4.9.3 Mobile Equipment
a.) Respond within [ 24 ] hours to Customer calls for service during normal working
hours, eight (8) hours per day, five (5) days per week excluding holidays.
City of Yakima, WA 5
I ATADA/"iir i >
Statement Of Work for the City of Yakima
b.) Service calls will entail the inspection/troubleshooting of the wireless computing
mobile equipment.
c.) Remove any defective wireless computing mobile equipment. Replace
defective equipment with spare or repaired hardware.
d.) Ship any defective equipment to the appropriate manufacturer service center
for repair.
5.0 Customer Responsibilities
5.1 System Engineering
5.1.1 Provide a detailed listing of all 'radio and antenna network equipment for each site to
DATARADIO System Engineering. This should consist of the following:
a.) Location on the tower structure provided for the new DATARADIO system
antennas
b.) Existing antenna manufacturer and model
c.) Location of existing antennas on the tower structure
d.) Transmission line type and length
e.) Manufacturer and model of all transmit combiners, receiver multicouplers or
other equipment
f.) Radio equipment by type and frequency used
5.1.2 Provide a valid FCC license for each tower site with the following characteristics
clearly identified:
a.) Frequency band(s) to be utilized
b.) Channel bandwidth (12.5 or 25 kHz), and
c) Spacing between transmit and receive frequencies.
5.1.3 Provide mobile computing devices that utilize a Windows 2000 or Windows 98
operating system. This is required for the TCP\IP drivers.
5.1.4 Provide all information required for proper configuration of the IP Gateway,
ParagonPD+ Bases and GeminiPD+ mobiles.
5.1.5 Provide a spreadsheet with the application message size to DATARADIO for
evaluation. Each function must have its requirement for inbound and outbound
character sizes. The frequency of use for each message type per hour must be
included.
5.1.6 Arrange for the mobile data software vendor, when requested by DATARADIO, to
submit its software to DATARADIO for testing in Atlanta of its efficiency and
compatibility with the DATARADIO hardware being supplied.
5.2 Server Site Installation
5.2.1 Provide access to the server site for DATARADIO and installation personnel.
5.2.2 Provide adequate space for the IP Gateway and other server site equipment.
City of Yakima, WA 6
r ATA DAriir ®
Statement Of Work for the City of Yakima
5.2.3 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
5.2.4 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the equipment is 0° C to +50°
C.
5.3 Provide all necessary hardware for the remote data links from the Customer MSC
site to the ParagonPD+ base sites. This circuit can be either a 56 K bps digital line, a
DSO (64 Kbps) from a microwave or T1 backhaul or a four -wire E&M circuit capable
of supporting 40 K bps in full duplex mode.
5.4 Base Station Installation
5.4.1 Provide access to all tower sites for DATARADIO and installation personnel.
5.4.2 Provide adequate space at the tower sites for the DATARADIO ParagonPD+ base
station, antenna network and related equipment.
5.4.3 Schedule down time for each site as necessary in order to facilitate the installation,
testing and optimization of the base station equipment.
5.4.4 Provide separately fused 120 VAC, ± 10%, 50-60 Hz, 15 Amp power outlet for all
DATARADIO supplied equipment.
5.4.5 Provide adequate heating, ventilation and air conditioning (HVAC) environment for
DATARADIO equipment. The operating temperature for the ParagonPD+ is -30° C to
+60° C.
5.5 Mobile Installations
5.5.1 Provide mobile computing devices that utilize a Windows 2000 or Windows 98
operating system. This is required for the TCP\IP drivers.
5.5.2 Provide Customer vehicles for equipment installation in a timely manner.
5.5.3 Specify mounting locations for all DATARADIO hardware for each type of Customer
vehicle. All antenna -mounting locations shall be proposed by DATARADIO, reviewed
and accepted by the Customer prior to installation.
5.6 Equipment and Materials
5 6.1 Provide the following server site hardware.
a.) Ethernet coaxial cable and a 10/100BaseT connection for connection of the IP
Gateway
b.) IP addressing for the IP Gateway and all mobiles
c.) Dial-up telephone line connection of at least 14.4 Kbps for the IP Gateway
City of Yakima, WA - 7
flirtn
Statement Of Work for the City of Yakima
5.7 Testing and Verification
5.7.1 Participate in the Communication Link Acceptance Tests by providing one (1) vehicle
outfitted for data, one (1) driver, and one (1) participant at the central dispatch
center.
5.7.2 Participate in the IP Link Acceptance Tests by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center.
5.7.3 Participate in the Coverage Acceptance Test by providing one (1) vehicle outfitted for
data, one (1) driver, and one (1) participant at the central dispatch center or the
tower site.
5.8 Training
5.8.1 Provide a suitable instruction area for the training classes equipped with an overhead
projector and a dry -erase whiteboard for the duration of the training.
5.8.2 Provide access to the IP Gateway, ParagonPD+ base stations and GeminiPD+ mobiles
during the training sessions as required.
5.8.3 Attend the DATARADIO training 'classes referenced above.
By:
Sherman Banks
DATARADIO Corporation
By:
Name:
The City of Yakima, Washington
City of Yakima, WA 8 -
r AT4DAnin®
DATARADIO CORPORATIO
7703929199
01/09/2004
City of Yakima
Wireless Mobile Data System
ID
0
Task Name
Duration
Start
Finish
Predecess
F 5
1
City of Yakima (ALPS) - Project Time Line
79 days
Mon 2/9/04
Thu 3127/04
`_4,.
2
a
Kick-off Meeting - or-inference call
1 day •
Mon 2/9/04
Mon 219104
3
City -of Yakima - TCP/IP Parameters
14 days
Mon 219104
Thu 2126/04
4
El
Provide IP address forTCP/iP gateway Server
14 days
Mon 219104
Thu 2/26/04
5
GeminiPD+ IAobiles / Production/ Staging 1 Shipping
30 days
Mon 2/9/04
Fri 3/19104
6
a
Dataradio - Order GeminiPD+ Mobiles
1 day
Mon 2/9/04
Mon 2/9104
7
01
Dataradio - GeminiPD+ Mobiles - Production
4 wks
Mon 2/9104
Fri 3/5/04
8
Dataradio - GeminiPD+ Mobiles - (5) 10 Atlanta (System Testing)
1 wk
Mon 3/8/04
Fri 3/12/04
9
rt
Dataradio - GeminiPD+ Mobiles - ship (55) to customer
1 wk
Mon 3/15/04
Fri 3/19104
L• .'
10
TCP/IP Gateway Server 1 Production 1 Staging 1 Shipping
31 days
Mon 2/9104
Mon 3122104
11
l
Dataradlo - Order TCP/IP Gateway Server
1 day
Mon 219/04
Mon 219104
12
�s
Dataradio - TCP/IP Gateway Server - Production
3 Wks
The 2/10/04
Mon 3/1/04
13
igg
Dataradio - TCP/IP Gateway Server - Staging in AUanta
2 wks
Tue 3/2/04
Mon 3/15104
14
Ilj
Dataradi0 - TCP/IP Gateway Server - Ship to Customer
5 days
Tue 3/16/04
Mon 3122104
= -
15
ParagonPD Base Station f Production 1 Staging/Shipping
31 days
Mon 2/9104
Mon 3122/04
16
•
Dataradio-Order(1) ParagonPD Base Stations
1 day
Mon 2/9/04
Mon 2/9104
17
Dataradio - ParagonPD Base - Production
3 wks .
Tue 2/10104
Mon 3/1/04
16
_
18
12
Dataradio - ParagonPD Base Stations - Staging in Atlanta
2 wks
Tue 312/04
Mon 31151024
19
Dataradio - ParagonPD Base Stations - Ship to Customer
5 days
Tue 3/16104
Mon 3122104
18
4•_
TaskIMIN Summary'' Rolled Up Progress /111111111111111111111111111111
Spliti., Rolled Up Task External Tasks i6i� "' r _ ,_r y: '
Project: City o1 Yakima
Fri 119104Progress
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ro ect Summ
Rolled Up Split P.111t1/11/1.1 iiiiiii
Milestone . Roiled Up Milestone Q
Page i
DATARADIO CORPORATIO
01/09/2004
City of Yakima
Wireless Mobile Data System
ID
0
Task Mame
Duration
Start
Finish
Predecess
F 1 S
20
Equipment i Production - RF Antenna Network
33 days
Mon .219104
Wed 3/24104
_t=
21;
'
Dataradio - order the RF Network Product
1 day
Mon 2/9/04
Mori 2/9104
22
Eg
RF Antenna Network - Production
5 wks
Tue 2/10/04
Mon 3/15/04
21
23
Vendors ship RF Network & Hardware to customer
5 days
Tue 3116/04
Mon 3122104
22
24
Task #1 to Customer for System Configuration
3 days
Mon 3122/04
Wed 3/24/04
25
El.
Travel Day
1 day
Mon 3/22/04
Mon 3122104'
26
a
Supervise Mobile installations
1 day
Tue 3123/04
Tue 3/23/04 ,
27
pi
Outstanding Issues Resolved
1 day
Wed 3124104
Wed 3/24104
28
City of Yakima - Install Mobiles
20 days
Mon 3/22/04
Fri 4/16104
29
a
Install (60) GeminiPDt- Mobiles
4 wks
Mon 3122104
Fri 4116104
30
Dataradio Subcontractor install: Base Station / IP / RF Antenna Network
10 days
Mon 3/22104
Fri 412104
31
15
Install RF Antenna Network- (1) Site
2 wks
Mon 3122/04
Fri 4/2104
32
It
Install - ParagonPD+ Base Stations at (1) Site
2 brks
Mon 3/22/04
Fri 412104'
_
`
33
install - Dataradio IP Gateway
1 wk
Mon 3122/04
Fri 3/26104
34
Task #1 to Customer for System Verification /Configuration
10 days
Mon 4/5104
Fri 4/16104
35
pi-
Travel Day
1 day
Mon 4/5/04
Mon 4/5/04
:r•r
36
Supervise Host Installation / Padcom
1 day
Tue 416/04
Tue 4/6/04 35
37
Supervise Base Installations
1 day
VI/ad4/7/04
Wed 4/7104 36
r.=;,•
38
Supervise Mobile I Instailatian 1 Configuration
1 day
Thu 418104
I
Thu 4/8/04 37
Task-_ Summary' Rotted Up Progress
Project: City of Yakima
Fri 119104
sit Roiled Up Task External Tasks 5f ;'1 V i;
Progress Rolled Up SplitProject Summary qpinammews
Milestone 1' Rolled Op Milestone O
Page 2
DATARADIO CORPORATIO
7703929199
01/09/2004
City of Yakima
Wireless Mobile Data System
ID
0
Task Name
Duration
Start
Finish
Predecess
F 1 S
39
Initial Link Verification Testing / Resolve Outstanding Issues
1 day
Fri 4/9/04
Fri 419104
3B
' _
40
Task Report #1
5 days
, Mon 4112104
Fri 4116/04
39
`--_
41
E]
Task Report Written
2 days
Mon 4/12/04
Tue 4113/04
42
Outstanding Issues Resolved
2 days
Wed 4114104
Thu 4115(04
41
:_
43
Documentation Package Updated
i day
Fri 4116/04
Fri 4/16/04
42
44
Task #2 To Customer - Service Area Coverage Testing
10 days
Mon 4119/64
Fri 4/30104
40
45
i
Travel Day
1 day
Mon 4126/04
Mon 4/26/04
45
Coverage Test
4 days
The 4127104
Fri 4130/04
45
47
Task Report #2
5 days
!lion 4/19104
Fri 4123104
45
11
Task Report Written
2 days
Mon 4119104
Tue 4/20/04
49
Outstanding Issues Resolved
2 days
Wed 4/21/04
Thu 4122104
49
--_
50
Documentation Package Updated
1 day
Fri 4123104
Fri 4/23/04
49
51
Task t`3 to Customer for System Training
9 days
Mon 5/17104
Thu 5127/04
52
Fig
Travel Day
1 day
Mon 5/17104
Mon 5117104
53
ni
RF Training
1 day
Tue 56$104
Tue 5/18/04
52
54
TCP/IP Gateway Training
1 day
Wed 5/19104
Wed 5/19/04
53
55
El
Resolve and Remaining RF network Issues
1 day
Thu 5/20/04
Thu 5/20104
54
56
Customer Aceeptanr:e
5 days
Fri 5121104
Thu 5127/04
55
57
E
Documentation Package
1 day
Fri 5/21/04
Fri 5/21/04
=':=
Task
• --
Summarygpmmigiggi Rolled Up Progress
Rolled Up Task : • •. :`' External Tasks -- - - f 'l __%-= `.:�:
�._.:_...
Project City of Yakima
Fri 1/9/04
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Progress , ,
Milestone . Rolled Up Milestone O
Page 3
DATARADIO CORPORATIO
7703929199
01/09/2004
City of Yakima
Wireless Mobile Data System
ID
0
Task Name
Duration
Start
Finish
Predecess
F 1 S
58
Pre-Acceptance Technical Support
2 days
Mon 5/24/04
Tue 5125/04
87
59
Post-Acceptance Technical Support
2 days
Wed 5126/04
Thu 5/27/04
5B
Project: City of Yakima
Fri 1191odProgress
Task
_
Summary • Rolled Up Progress
External Tasks ::. :. 7-'17-.
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Page 4
Attachment C
Training and Training Materials
DATARAD!O will provide training and training materials as described in Section 4.7 of Attachment B,
Statement of Work.
Attachment D
Documentation
DATARADIO will provide a complete documentation package for the Customer's system. This package will
include system diagrams, interconnection drawings, parameter lists, optimization procedures, and
manuals describing the use and maintenance of all DATARADio-supplied equipment.
Yakima, WA Mobile Data System
COMMUNICATIONS LINK VERIFICATION TEST
Overview
The objective of this test is to demonstrate a fully functional link from a host computer to a client
computer in the field. The following sections describe the DATARADIO Communications Link
Verification test procedures. It is intended to exercise all of the link components including the
RF link between the mobile radio and the base radio, and if applicable, the TCP connection from
the client to the server.
The following acceptance tests will be performed by DATARADIO and witnessed by a Yakima,
WA representative (Customer.)
Section 1: RF Link Verification
This section details the RF Link Verification test procedures. It is intended to exercise the RF
link between a ParagonPD+ base radio modem and the GeminiPD+ mobile radio modem. In
addition, this test exercises the link to the host computer via the Customer -provided backhaul.
This test must repeated for each Paragon on the system.
Test Preparation
The test equipment consists of the following: 1) a laptop computer running Windows 98 or
Windows 2000 Operating System, equipped with a serial port and a floppy disk drive, and 2) a
computer running the Windows 98 or Windows 2000 Operating System, equipped with a serial
port and a floppy disk drive. The Customer should provide the above items. The laptop
computer will be used in a vehicle outfitted with mobile data equipment and will act as the Test
Client. The other computer will be located at the Customer's Communications Center and act
as the Test Server.
DATARADIO will install the link testing software on the Server and Client computers. The Test
Server will be located at the Customer's Communication Center and will be directly connected
to the Customer's backhaul (in a single -site system) or to the Multi -Site Controller (in multi -site
system). The test vehicle will be driven close to a base radio site so that the quality of the RF
communication to and from the base radio is such that the radio channel introduces no
interference.
The test team will consist of two operators. One person operating the Test Server at the
Communications Center and another person to operate the Test Client installed in the
Customer's vehicle. These people must be in contact with each other to coordinate their
activities.
Test Procedure Overview
The test consists of transmitting 50 messages that will test the inbound and outbound channels.
First, the operator in the vehicle will send 25 messages from Test Client to the Test Server.
Then, the operator at the Communications Center will be send 25 messages from the Test
Server to the Test Client. Both operators will witness the receiving messages. In addition, the
1
Yakima, WA Mobile Data System
test software on both computers will count the number of messages it has successfully
received.
DATARADIO will examine the results and present them to the Customer. The test is considered a
success for that Paragon if the Test Server and Test Client received 25 messages each. Any
deficiencies that fall into the responsibilities of DATARADIO will be corrected. Deficiencies that
fall into the responsibilities of the Customer will be identified for Customer resolution. After the
deficiencies have been corrected, the test will be repeated
For each ParagonPD+ that passes the RF Link test, indicate the date that it was tested and then
initial beside the date.
Site / ParagonPD+ name
Date DATARADIO Customer
Section 2: TCP Link Verification
This section details the TCP Link Verification test procedures. It is intended to exercise the
TCP/IP link from a client to the server in a DATARADIO IP system. This test may be performed
utilizing any one of the ParagonPD+ base radios.
The tests in this section will only be performed in conjunction with the Customer's requirements.
If these tests are not required, this section will be omitted.
Test Preparation
The test equipment consists of the following: 1) a laptop computer running Windows 98 or
Windows 2000 Operating System, equipped with a serial port and a CD-ROM drive, and 2) a
computer running the Windows 98 or Windows 2000 Operating System, equipped with a CD-
ROM drive and an Ethernet adapter. The customer should provide the above items. The laptop
computer will be used in a vehicle outfitted with mobile data equipment and will act as the Test
Client. The other computer will be connected to the Customer's LAN and act as the Test
Server.
DATARADIO will install a software package onto both computers for the purpose of performing
these tests. The software package includes the Java Run-time Environment, TCP Tester
application, and the Transaction Table. DATARADIO IP will be installed on the client computer.
Finally, DATARADIO will verify the route table in the Customer's Default Router/Gateway (if
applicable).
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Yakima, WA Mobile Data System
The TCP Link test procedure consists of two main parts; 1) Verifying the connectivity and routes
to all major system components and 2) Verifying that the system can support TCP traffic. The
test vehicle must be situated close to a base radio site so that the quality of the RF
communication to and from the base radio is such that the radio channel introduces no
interference.
Test Procedure Overview
A. Verification of connectivity and routes:
From the DATARADIO IP Wireless Gateway, ping the following IP addresses:
Pass Fail N/A
❑ ❑ ❑ 127.0.0.1 Verifies the Operating System's TCP/IP stack.
❑ ❑ ❑
❑ ❑ ❑
Verifies the LAN IP address and Ethernet network
adapter on the Wireless Gateway.
Verifies the DATARADIO IP virtual network adapter
on the Wireless Gateway.
❑ ❑ ❑ Verifies connectivity to the Multi -Site Controller.
❑ ❑ ❑ Verifies connectivity to the Customer's Default
Gateway/Router.
Verifies connectivity to the Customer's message
switch.
❑ ❑ ❑ Verifies connectivity to the Test Server.
❑ ❑ C
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Yakima, WA Mobile Data System
From the test client, ping the following IP addresses:
Pass Fail N/A
❑ ❑ ❑
❑ ❑ ❑
Verifies the wireless IP address and the DATARADIO
IP virtual network adapter on the test client.
Verifies connectivity to the Wireless Gateway's
DATARADIO IP virtual network adapter.
Verifies connectivity to the Wireless Gateway's LAN
address and confirms the Gateway's routing ability.
Verifies connectivity to the Customer's Default
Gateway/Router.
Verifies connectivity to the Customer's message
❑ ❑ ❑ switch.
❑ ❑ ❑
Verifies connectivity to the Test Server.
127.0.0.1 Verifies the Operating System's TCP/IP stack.
B. Verification of TCP traffic:
1. Initiate the TCP Tester application on the Test Server and Test Client.
2. From the Test Client, start the test and allow it to run for 10 minutes.
3. After the test has finished, verify that all transactions were successfully transmitted and
received.
If all the steps above were successful, the Customer has a fully functional DATARADIO IP
installation. Initial below if all the tests in Section 2 of this document were successful.
Alternatively, indicate the tests in Section 2 are not applicable by writing "N/A".
DATARADIO Customer
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Yakima, WA Mobile Data System
ACCEPTANCE OF COMMUNICATIONS LINK VERIFICATION TEST STATEMENT
The following representatives of the City of Yakima, WA and DATARADIO do hereby concur that
to the best of their knowledge and abilities the observations and/or measurements as
documented in accordance with the Communications Link Verification Acceptance procedure
are accurate and correct, and thereby, attain either acceptance or conditional acceptance.
DATARADIO CORPORATION City of Yakima, WA
Signature Signature
Name Name
Title Title
Date Date
5
Yakima, WA Mobile Data System
RF COVERAGE VERIFICATION TEST
Overview
The objective of this test is to demonstrate that data can be transmitted over the RF network
with reliability of 95% within the coverage area specified by DATARADIO. This document
describes the testing methodology and presents the results of the RF Coverage Verification.
This test specifically excludes areas of poor RF coverage as identified by DATARADIO'S
propagation prediction plot to give less than 95% area reliability. Also excluded are
underground parking lots, underpasses that dip below grade and areas shadowed by
uncharacteristically large structures. In addition, locations where unusually high levels of
environmental noise exist may be excluded, since they will cause an uncharacteristic
degradation in the sensitivity of the mobile receiver.
The following acceptance tests will be performed by DATARADIO and witnessed by a Yakima,
WA representative (Customer.)
Test Preparation
In order to verify that there is 95% reliability within the predicted RF coverage, DATARADIO will
conduct a drive test. This drive test will include a test vehicle outfitted for mobile data that will
be driven along a predefined route within the predicted RF coverage region. Prior to
commencement of the test, the drive route will be mutually agreed upon between the Customer
and DATARADIO. The drive route(s) should be chosen in manner that will allow test points to be
taken within the predicted RF coverage areaand so that the test can be completed within the
allotted time. The drive route(s) should exclude the areas noted above in the "Overview"
section.
The test equipment consists of a Customer -provided vehicle outfitted with mobile data, which
will include the following: 1) a GeminiPD+, equipped with its two antennas and one GPS antenna
and 2) a laptop computer running the Windows 98 or Windows 2000 Operating System,
equipped with a serial port and a floppy disk drive. Optionally, DATARADIO may request
additional test vehicles and have multiple drive tests running simultaneously. Prior to the test,
DATARADIO personnel will verify that the Gemini radio and antennas are installed properly in
the test vehicle.
The test team will consist of at least one authorized representative from the Customer and
DATARADIO per test vehicle. The DATARADIO representative will monitor the coverage testing
software. The Customer representative is, requested to drive the test vehicle as well as witness
the test.
For the duration of the test, all the ParagonPD+ base stations will be operational. If there is more
than one ParagonPD+ radio at a tower site, it is sufficient to have just one operational at the
tower site. The Gemini will be configured for automatic base hunting amongst all operational
ParagonPD+ radios. Automatic base hunting gives the GeminiPD+ the ability to communicate with
any ParagonPD+ while roaming the Customer's service area.
DATARADIO will install the coverage -testing program, Mobile Coverage Monitor (MCM), on the
Customer -provided laptop computer. The MCM program performs two main functions. First, it
1
Yakima, WA Mobile Data System
automatically transmits test messages to the ParagonPD+ base radios at a predefined rate.
Unless requested by the Customer, the default test transmission rate will be used. The default
configuration is to send one test message every 200 meters. This will equate to approximately
eight test points for every mile driven. It has been DATARADIO'S experience that the default rate
is sufficient to compute the reliability of the RF coverage. Second, the MCM program records
the successful and failed test points in two log files. Successful and failed test points are
defined in the "Interpreting the Results" section.
Test Procedure Overview
The MCM program will be activated and verified to function properly. The driver of the test
vehicle will be instructed to drive the predefined route. Should a route not be accessible,
DATARADIO and the Customer may agree to omit the inaccessible route from the test. The
vehicle should be driven at normal traffic speeds and/or the posted speed limits. As the test
vehicle moves through ordinary traffic, both moving and stationary tests will be performed. The
inbound and outbound channels will be tested simultaneously. This is because DATARADIO has
designed a balanced system. This means that the "talk -out" coverage should equal the "talk -in"
within the predicted RF coverage area.
The MCM program will automatically generate the test messages and pass them to the
GeminiPD+. From this point, the GeminiPD+ will attempt to deliver the test message to a
ParagonPD+ base station and if necessary, it will retry and/or hunt for another Paragon base
station. After the delivery attempt is made, the GeminiPD+ will inform the MCM program if the
message was successful or not. The MCM program will then record the location of the test
point in one of two log files. If two-way. communication is successful, the test point's location will
be recorded in the "passed" log file. If two-way communication is unsuccessful, the test point's
location will be recorded in the "failed" log file.
The MCM takes advantage of the GeminiPD+ radio's internal GPS receiver to determine the test
point's location. The internal GPS receiver continuously reports the vehicle's latitude and
longitude. When MCM records a test message as successful, it simple annotates the "passed"
log with the current vehicle's position. Likewise, MCM will annotate the "failed" log when a test
message is unsuccessful. At the end of the drive test, there will be two separate log files for the
successful and unsuccessful test points, each consisting of the test points' latitude and
longitude.
After the test route has been driven or the allotted time has expired, the MCM program will be
stopped and the log files will be saved. The Customer may retain a copy of the log files upon
request.
Interpreting the Results
After the drive test is completed, DATARADIO will process the log files, calculate a success rate,
and plot all the valid test points on a large-scale map. The RF coverage test criterion is to show
95% reliability within the predicted RF coverage areas. This will allow the failure of up to 5% of
all valid test points. If the success rate of the valid test points is 95% or greater, the RF
coverage test will be deemed passed and completed. A valid test point is defined below.
To reiterate, a test point is deemed "passed" after a test message has been transmitted
between the Gemini D+ and the ParagonPD+, and an acknowledgement (ACK) was received
2
Yakima, WA Mobile Data System
afterwards. A test point is considered "failed" after a test message has been transmitted, but no
acknowledgement was received from the ParagonPD+
There are two possibilities when a message could fail. One possibility is when the ParagonPD+
and GeminiPD+ are out of range of each other, something is obstructing their antennas (i.e. hills,
buildings, or dense foliage), or environmental noise is affecting the receiver. In these instances,
the radios would have difficulty communicating and the test message would not be delivered to
the ParagonPD+. The other possibility is when the test message was successfully delivered to
the ParagonPD+, but an acknowledgement (ACK) or confirmation message was never received
at the GeminiPD+. In this case, the GeminiPD+ would not be able to confirm that the test message
was delivered, so it must consider that test message as failed. Delivery confirmation is inherent
to the DATARADIO protocol and is used by every DATARADIO product. Hence, the ParagonPD+ or
GeminiPD+ will always inform the application software of the message delivery status.
3
Yakima, WA Mobile Data System
ACCEPTANCE OF RF COVERAGE VERIFICATION TEST STATEMENT
The following representatives of Yakima, WA and DATARADIO do hereby concur that to the best
of their knowledge and abilities the observations and/or measurements as documented in
accordance with the RF Coverage Verification Acceptance procedure are accurate and correct,
and thereby, attain either acceptance or conditional acceptance.
DATARADIO CORPORATION City of Yakima, WA
Signature Signature
Name Name
Title Title
Date Date
4
ITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. -Y—AS--
For Meeting Of A -3-0`i
Resolutions to (a) Authorize Contract for Implementation of a
Public Safety Mobile Wireless Data Network and (b) Authorize
Installment Loan Agreement
SUBMITTED BY: Rick Pettyjohn, Information Systems Manager
Wayne Wantland, Public Safety Communications Manager
CONTACT PERSON/TELEPHONE:
Rick Pettyjohn, Information Systems Mgr - 575-6098
Wayne Wantland, Public Safety Communication Manager - 575-6048
Tim Jensen, Treasury Services Officer - 576-6639
SUMMARY EXPLANATION: The City has been using a public Cellular Digital
Packetized Data (CDPD) communications service to communicate with the Mobile Data
Computers (MDC) in the public safety vehicles. AT&T announced last year that they
were replacing CDPD at the end of June 2004 with a new service. We decided to use this
opportunity to evaluate other available services and technologies. Accordingly, we
issued a Request for Proposal (RFP) that resulted in responses from nine vendors and
full proposals from four vendors. After a thorough analysis by Information Systems
and Public Safety Communications, we selected the proposal submitted by Dataradio
Corporation and have negotiated the attached contract.
(Summary Explanation continued on next page)
Resolution XX Ordinance Other (Specify)
Contract XX Mail to (name and address): Tom Bryant, Contracts Manager
Dataradio Corp, 6160 Peachtree Dunwoody Rd, Bldg C-200, Atlanta, GA 30328
Phone: (770) 392-0002 Ext 236
Funding Source General Fund -rmaon Systems & Police Capital
APPROVED FOR SUBMITTAL: �C\ 1a
ity Manager
STAFF RECOMMENDATION: Adopt Resolutions
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
This contract calls for Dataradio to implement a private, wireless, data
communications system for the City based at the City's antenna site on Lookout peak.
This system will provide improved reliability, data throughput and better coverage
saturation in the■upper valley, and will allow us to utilize two additional networks.
Ti1PCP 'a r�rllf'YllYla I networks will
.. l.l.. to _ 77 7
Meg,. add�.�onal ne � r� oyks Vv 111 enable us install snort -range, high-speed, mini -cells at
the Public Safety facilities for downloading of virus definitions, pre -fire plans, mug
shots and other high -content data. Dataradio will begin the project upon contract
approval and will complete the project before CDPD services are terminated.
Resolution (a) authorizes the City Manager to execute this agreement with Dataradio.
Total project amount is $306,103.45 plus a sales tax amount of $17,873.90 for a total
cost of $323,977.36. The attached Resolution authorizes an Installment Loan Agreement
for acquisition of this system pursuant to the City's Master Tax -Exempt Installment Loan
Agreement dated October 15, 2003 - Ordinance 2003-25. Financing will be provided
under this agreement as property schedule #3. This is a five-year installment agreement
at an interest rate of 3.25%. $16,312 payments will be made quarterly for an annual
amount of $65,248. The 2004 Police Capital budget includes the Capital and Revenue
amounts for receipt of the borrowed funds and payment to the vendor. Quarterly debt
service payments will be made from the Information Systems Budget. Because we had
�1V
projected this project would start last year, the 2003 Information Systems budget
included an appropriation for the initial payment. These unexpended funds will be
encumbered into 2004 to reduce the loan principal to $300,000. The resolution is written
not to exceed $325,000 to cover any possible contingencies. The attached documents are
draft documents. This loan will close and the documents will be finalized before March
1, 2004. Resolution (b) authorizes this Installment Loan Agreement.
The Council -adopted 2003 Policy Issue regarding the implementation of a data
communications radio system to replace CDPD services has been attached this agenda
item for your review.
2003 MAJOR POLICY ISSUES /
SUPPLEMENTAL BUDGET REQUESTS
DEPARTMENT: Finance and Budget
DIVISION: Information Systems
POLICY ISSUE TITLE: Mobile Wireless Data Network
Replace CDPD Services -- Budgeted
1. Proposal -- Replace the Cellular Digital Packetized Data (CDPD) data
communications services with a City -owned 450 mhz Mobile Wireless Data
Network. This is joint proposal from the Police Department, Fire DeparInient,
Public Safety Communications Division, and Information Systems Division.
CDPD is a data communications service paid for on a monthly basis. It was a
quick, easy and relatively economical method for the City to initiate a mobile
wireless network. As we have added more vehicles and Mobile Data Computer
(MDC) functions, we have experienced some reliability, coverage, and data
transmission speed problems with the CDPD services. In addition, the cost of the
service has increased as we have added more users. Mobile data communications
have become critical to Public Safety dispatch and to the efficient and effective
delivery of Public Safety services. We have recently added Field Reporting to the
MDC's and are working on an in -car video system. Both of these systems will
increase the capacity -demand and dependence upon the mobile wireless network.
The proposed 450 mgz Mobile Wireless Data Network will provide better
coverage and increase data transmission speeds three to four times. A City -owned
system will provide more reliability and faster response to any problems. The
system can be expanded to meet the mobile data communications requirements of
other operating departments.
2. a. Fiscal Impact -- A $300,000 capital cost will be financed with a five-year lease -
purchase contract. Annual payments will be $65,000. An annual $40,000 CDPD
service fee will be eliminated. Actual annual General Fund fiscal impact will
be $25,000.
b. Proposed Funding Source -- Law & Justice Capital Fund/General Fund. The
Law & Justice Capital Fund will have a $300,000 Capitalized Lease Expenditure
and an offsetting $300,000 Lease Revenue. Information Systems will have a
$65,000 Debt Service Expense partially offset by a $40,000 reduction in the Data
Communications account.
c. Public Impact -- Improved delivery of public safety services.
d. Personnel Impact -- Will save time for both the dispatchers and the patrol
officers by eliminating the requirement to repeatedly log -on when coverage is
dropped, and by improving the data communications speed.
PI -2003 InfoSys/MobileWireless.doc
1 -- 1/28/04
e. Required Changes in City Regulations or Policies -- None.
f. Legal Constraints, if applicable -- None.
g. Viable Alternatives -- Remain with CDPD services.
3.C7 Conclusion and/or Staff Recommendation -- This policy issue will increase mobile
data communications speed and reliability, and provide capacity for additional
mobile services with a relatively small increase in annual expenditures. Staff
recommends approval,
PI -2003 InfoSys/ Mobile W ireless. doc
2 -- 1/28/04
05/10/2004 12:50 7703929199
ADCOaao
G G'.
i INC
DATARADIO CORPORATIO PAGE 02/07
SOFTWARE LICENSE AGREEMi3NT
END USER
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and entered into this 3rd day of
May, 2004 (the "Effective Date") by and between Padeorn, Inc. ("Padcom"), having corporate offices at
2005 City Line Road Suite 300, Bethlehem, PA 18017 and, the City of Yakima, Washington ("Licensee"),
a municipality having offices at 129 N. 2nd Street, Yakima, WA 98901.
RECITALS
A. Padcom is the owner of, or has acquired rights to, the Software and Documentation (as defined
below).
13. Padcom desires to grant to Licensee and Licensee desires to obtain from Padcom a nonexclusive
license to use the Software and Documentation solely in accordance with the terms and on the
conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINE TIONS.
1,1 "Designated Equipment" shall mean the number
of hardware productsidentified on Exhibit "A" with
which the Software is licensed for use.
1.2 "Documentation" shall mean all manuals, user
documentation, and other related tnatenals pertaining
to the Software which are furnished to Licensee by
Padcom in connection with the Software.
1.3 "License Fee" shall mean the fee paid to
DataRadio on behalf of Padcom for use of the
Software as set forth in this agreement.
1.4 "Software" shall mean the computer programs in
machine readable object code form listed in :Exhibit
"A" attached hereto and any subsequent error
corrections or updates supplied to 'Licensee by Padcom
pursuant to this Agreement. Exhibit "A" may be
amended from time to time by the parties in writing.
2. GRANT OF :RIGHTS.
The License granted for Software under this
Agreement authorizes Licensee on a nonexclusive
basis to use the Software on the number of primary
systems o:f :Designated Equipment identified on
Exhibit A hereto for the License term set forth on
Exhibit A. The Software shall be used only on such
primary systems if they are fully operational_ if any
primary system is not functioning, the Software may
be used on a single backup system for that primary
system.
In the event Exhibit "A" includes devices containing
software Licensed by third parties, those software
licenses may be added as a part of this Agreement.
3. DELIVERY.
Padcom shall deliver to L ioensee a master copy of the
Software licensed hereunder in object code form,
suitable for reproduction, in electronic files only.
4. MODIFICATIONS.
41 Padcom will provide Licensee with ertor
corrections, bug fixes, patches or other updates to the
Software licensed hereunder in object code form to the
extent available in accordance with Padcom's release
schedule for a period of ninety (90) days from the date
of shipment. Maintenance for the initial two (2) years
following the ninety (90) day initial period is included
in the pricing provided. This Agreement shall
thereafter automatically renew for successive one (1)
year periods for extended maintenance
("Maintenance") following the expiration of the initial
SLA 050603
nr
term. Either party may terminate a agreement for
maintenance upon sixty (60) days advance written
notice prior to the end of the temi for convenience.
Maintenance, in the subsequent one year time periods,
is available at I8% of the then current list price for
Software directly fromPadeom.
4.2 Licensee may, from time to time, request that
Padcom incorporate certain features, enhancements or
modifications into the Software. Padcorn niay, in its
Sole discretion, undertake to incorporate such changes
and distribute the Software so modified to all or any of
Padcom's licensees,
4.3 Ail such error corrections, bug Fixes, patches,
updates or other modifications and enhancements shall
be the sole property of Padcom.
5. COPIES.
5.1 Except as specifically set forth herein, no
Software or Documentation which is provided by
Padcom pursuant to this Agreement inhuman readable
form, such as written or printed docuunents, shall be
copied in whole or in part by Licensee without
Padcom's prior written agreement. Additional copies
of printed materials may be obtained from. Padcom at
the charges then in effect.
5.2 Except as specifically set forth herein, any
Software provided in machine readable form may not
be copied by Licensee in whole or in part,- except one
copy for Licensee's backup or archive purposes.
Licensee agrees to maintain appropriate records of the
number and location of all copies of the Software and
make such records available upon Padcom's request.
Licensee further agrees to reproduce all copyright and
other proprietary notices on all copies of the Software
in the same form and manner that such copyright and
other proprietary notices are originally included on the
Software.
6. LICENSE FEES AND PAYMENT.
6.1 In consideration of the lietnsc nghts granted in
Article 2 above, Licensee Shall pay the License Fees
or other consideration for the Software and
Documentation as set forth in the Contract Priec.
All amounts payable hereunder by Lice.nsee shall be
payable in United States funds without deductions for
taxes, assessments, fees. or charges of any kind.
Checks shall be made payable as noted in the invoice
received by Licensee. Checks for Maintenance in
Page 1
05/10/2004 12:50 7703929199
PADCOM
subsequent years shall be payable to Padcorn to the
attention of the Finance Department.
6.2 Licensee shall be responsible for paying all (i)
sales, use, excise, value-added, or other tax or
governmental charges imposed on the Iicensing or use
{ of the software or Documentation hereunder, (ii)
freight, insuranceand installation charges, and (iii)
import or export duties or like charges.
7. PROTECTION OF SOFTWARE.
7.1 Licensee agrees to respect and not to remove,
obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice,
mark, or legend appearing on any of the Software or
output generated by the Software, and to reproduce
and include same on each copy of the Software.
7.2 Licensee agrees not to alter, modify, reverse
engineer, disassemble, or dccompile the Software, or
any portion thereof or apply any process or technique
for the purposes of ascertaining the source code.
7.3 Licensee further acknowledges that all copies of
the Software in any form provided by Padcom or
made by Licensee arc the sole property of Padcom
and/or ita suppliers. Licensee shell not have any right,
title, or interest to any such Software or copies thereof
except as provided in this Agreement, and further shall
secure and protect all Software and Documentation
consistent with maintenance of Padcom's proprietary
rights therein.
8. CONFIDENTIALITY,
8.1 Licensee hereby acknowledges and agrees that
the Software and Documentation constitute and
contain valuable proprietary products and trade secrets
of Padcom and/or its suppliers, embodying substantial
creative efforts and confi`ential information ,
ideas
and expressions. Accordingly, Licensee agrees to treat
(and take precautions to ensure that its employees
treat) the Software and Documentation as confidential
in accordance with the confidentiality requirements
and conditions set forth below.
8.2 Each party agrees to keep confidential all
confidential information dise[osed to it by the other
party in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects
the confidentiality of similar information and data of
its own (at all times exercising at least a reasonable
degree of care in the protection of confidential
information); provided, however, that neither party
shall have any such obligation with respect to use of
disclosure to others not parties to this Agreement of
such confidential information as can be established to:
(a) have been known publicly; (b) have been known
generally in the industry before communication by the
disclosing party to the recipient; (c) have become
known publicly, without fault on the part of the
recipient, subsequent to disclosure by the disclosing
party; (d) have been known otherwise by the recipient
before communication by the disclosing party; or (e)
has been received by the recipient without any
obligation of confidentiality from a source (other than
tate disclosing party) lawfully having possession of
such information. Notwithstanding the above,
Licensee agrees to keep confidential all confidential
SLA 050603
err
DATARADIO CORPORATIO PAGE 03/07
information except as legally required under
Washington State law or as otherwise required under
applicable statute.
8.3 Licensee acknowledges that the unauthorized
use, transfer or disclosure of the Software and
Documentation or copies thereof will (i) substantially
diminish the value to Padcorn of the trade secrets and
other proprietary interests that are the subject of this
Agreement; (ii) render Padcom's remedy at law for
such unauthorized use, disclosure or transfer
inadequate; and (iii) cause irreparable injury in a short
period of time, If Licensee breaches any of its
obligations with respect to the use or confidentiality of
the Software or Documentation, Padcom shall be
entitled to seek equitable relief to protect its interests
therein, including. but not limited to, preliminary and
permanent injunctive relief.
8.4 Licensee's obligations under this Article 8 will
survive the tunnination of this Agreement or of any
license granted under this Agreement for a term of
two (2) years following the date of tt;runination.
9. LIMITED WARRANTY; SUPERIOR. RIGHTS.
9.1 Exeept for the rights, if any of the Government
of the United States, as set forth herein below, Padcom
represents its belief that it is the owner of' the entire
right, title, and interest in and to Software, other than
any licenses for third party software, if any, and that it
has the sole right to grant licenses thereunder, and that
it has not knowingly granted licenses thereunder to
any other entity that would restrict rights granted
hereunder except as stated herein.
9.2 Padcom warrants, solely for the benefit of
Licensee, that for a period of ninety (90) days after the
sl:inmrnt date of the Software (i.., "'ir i.,
Period"), the Software will operate in substantial
conformity with the Documentation and that during
such period Padcom, at its own expense. upon receipt
of written notice from Licensee, will, subject to the
provisions of this Section 9, make all corrections and
modifications necessary to the Software and each
component or portion thereof so that the Software will
so operate; provided, however, that Padcom will be
relieved from any obligations if Licensee does not
give Padcom prompt written notice of any Defect
claimed hereunder upon Licensee's first observation
of such Defect and if such delay of notice causes
additional degradation to the Software
9.3 Notwithstanding the warranty provisions set
forth in Section 9,2 above, all of Padcon't's obligations
with respect to such warranties shall be contingent on
Licensee's use of the Software in accordance with this
Agreement and in accordance with Padcom's
instructions as provided by Padcom in the
Documentation, as such instructions may be amended,
supplemented, or modified by Padcom from time to
time. Padcom shall have no warranty obligations with
respect to any failures of the Software which arc the
result of accident, abuse, misapplication, extreme
power; urge or extreme electromagnetic field.
9A Padcom's entire liability and Licensees
exclusive remedy shall be, at Padcom's option, either
(a) return of the price paid or (b) repair or replacement
Page 2
05710/2004 12:50 7703929199
of the Software upon its return to Padcom; provided
Padcom receives written notice from Licensee during
the warranty period of a breach of warranty. Any
replacement Software will be warranted for the
remainder of the original warranty period or thirty (30)
days, whichever is longer,
9.5 Disclaimer of Warranties, PADCOM DOES NOT
REPRESENT O'R. WARRANT THAT ALL ERRORS
IN THE SOFTWARE AND DOCUMENTATION
WILL BE CORRECTED THE WARRANTIES
STATED IN SECTION 9.2 ABOVE ARE, THE SOLE
AND THE EXCLUSIVE WARRANTIES OFFERED
BY PADCOM. THERE ARE NO OTHER
WARRANTIES RESPECTING THE SOFTWARE
AND DOCUMENTATION OR SERVICES
PROVIDED HEREUNDER, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY WARRANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, EVEN :IF PADCOM
HAS BEEN INFORMED OP SUCH PURPOSE. NO
AGENT OF PADCOM IS AUTHORIZED TO
ALTER OR EXCEED THE WARRANTY
OBLIGATIONS OF PADCOM AS SET FORTH
HEREIN.
9.6 LICENSEE ACKNOWLEDGES AND AGREES
THAT THE CONSIDERATION WHICH PADCOM
IS CHARGING HEREUNDER DOES NOT
INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY PADCOM OF THE RISK OF
LICENSEE'S CONSEQUENTIAL OR INCIDENTAL
DAMAGES WHICH MAY ARISE IN
CONNECTION WITH LICENS.EE'S USE QF THE
SOFTWARE AND DOCUMENTATION.
ACCORDINGLY, LICENSEE AGREES TFIAT
PADCOM SHALL NOT BE RESPONSIBLE TO
LICENSEE FOR ANY LOSS -OF -PROFIT,
INDIRECT, INCIDENTAL., SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF
THE LICENSING OR USE OF THE SOFTWARE
OR DOCUMENTATION. Any provision herein to the
contrary notwithstanding, the maximum liability of
Padcom to any person, firm or corporation whatsoever
arising out of or in the connection with any license,
use or other employment of any Software delivered to
Licensee hereunder, whether such liability arises from
any claim based on breach or repudiation of contract,
warranty, tort or otherwise, shall in no case exceed the
actual price paid to Padcom by Licensee for the
Software whose license, use, or other employment
gives rise to the liability. The essential purpose of this
provision is to Limit the potential liability of Padcom
arising out of this Agreement. The parties
acknowledge that the limitations set forth in this
Article 9 are integral to the amount of consideration
levied in connection with the license of the Software
and Documentation and any services rendered
hereunder and .that, were Padcom to assume any
further liability other than as set forth herein, such
consideration would of necessity be set substantially
higher.
10. INDEMNIFICATION
SLA 050603
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DATARADIO CORPORATIO PAGE 04/07
10.1 Padcom shall indemnify, hold harmless and
defend Licensee against any action brought against
Licensee to the extent that such action is based on a
claim that the t nntodified Software, when used in
accordance with this Agreement, infringes a United
States copyright and Padcom shall pay all costs,
settlements and damages finally awarded; provided,
that Licensee promptly notifies Padcom in writing of
any claim, gives Padcom sole control of the defense
and settlement thereof and provides all reasonable
assistance in connection therewith. If any Software is
finally adjudged to so infringe, or in Padoom's opinion
is likely to become the subject of such a claim,
Padcom shall, at its option, either: (i) procure for
Licensee the right to continue using the Software, or
(ii) modify or replace the Software to make it
noninfringing upon the return of the Software. Padcom
shall have no liability regarding any claim arising out
of: (a) use of other than a current, unaltered release of
the Software unless the infringing portion is also in the
then current, unaltered release, (b) use of the Software
in combination with non-Padcom software, data or
equipment if the infringement was caused by such use
or combination, (c) any modification or derivation of
the Software not specifically authorized in writing by
Padcom or (d) use of third party software. THE
FOREGOING STATES THE ENTIRE LIABILITY
OF PADCOM AND THE EXCLUSIVE REMEDY
FOR LICENSEE RELATING TO INFRINGEMENT
OR CLAIMS OF INFRINGEMENT OF ANY
COPYRIGHT OR OTHER PROPRIETARY RIGHT
BY THE SOFTWARE.
102 Except for the foregoing infringement claims,
Licensee shall indemnify and hold harmless Padcom,
officers, agents and employees from and against any
claims, demands, or causes of action Whatsoever,
including without Limitation those arising on account
of Licensee's modification or enhancement of the
Software or otherwise caused by, or arising out of, or
resulting from, the exercise or practice of the license
grantedhereunder by Licensee, its subliccnsces, if
any, its subsidiaries or their officers,, employees,
agents or representatives.
11. DEFAULT AND TERMINATION.
11.1 This Agreement may be ttrminatcd by the
nondefaulting party if any of the following events of
default occur: (i) if a party materially fails to perform
or comply with this Agreement or any provision
hereof; (ii) if either party fails to strictly comply with
the provisions of Section 8 (Confidentiality) or makes
an assignment in violation of Section 13
(Nonassignability); (iii) if a. party becomes insolvent
or admits in writing its inability to pay its debts as
they mature, or makes an assignment for the benefit of
creditors; (iv) if a petition under any foreign, state, or
United States bankruptcy act, receivership statute. or
the like. as they now exist, or as they nay be
amended, is filed by a party; or (v) if such a petition is
filed by any third party, or an application for a
receiver is made by anyone and such petition or
application is not resolved favorably within ninety
(90) days.
Page 3
05/10/2004 12:50 7703929199
PADC071,1
11.2 Termination due to a material breach of
Articles 2 (Grant of Rights), 5 (Copies), 7 (Protection
of Software), or $ (Confidentiality) shall be effective
on notice, In all other cases, termination shall bc
effective thirty (30) days after notice of termination to
the defaulting party Vibe defaults have not been cured
within such thirty (30) day period,
11.3 Within ten (10) days after termination of this
Agreement, Licensee shall cease arid desist all use of
the Software and Documentation and shall return to
Padcom all full or partial copies of the Software and
Documentation in 'Licensee's possession or under its
control.
:12. NOTICES.
All notices, authorizations, and requests in connection
with this Agreement shall be deemed given (i) five
days after being deposited in. the U.S. mail, postage
prepaid, certified or registered, return receipt
requested; or (ii) one day after being sent by overnight
oouncr, charges prepaid, with a confirming fax; and
addressed as first sct forth above or to such other
address as the party to receive the notice or request so
designates by written notice to the other.
73. NONASSJGNABILITY,
Licensee shall not assign this Agreement or its rights
hereunder without the prior written consent of
Padcom.
14. GOVERNING LAW; JURISDICTION AND
VENUE.
The validity, interpretation, construction and
performance of this Agreement shall be governed by
the laws of the State of Washington.
:15. GOVERNMENT CONTRACTS.
If the Software or Documentation to be furnished
hereunder are to be used in the performance of a
government contract or subcontract, the software shall
SLA 050603
rrr
DATARADIO CORPORATIO PAGE 05/07
be provided on a "restricted rights" basis only and
Licensee shall place a legend, in addition to applicable
copyright notices, in the form provided under the
governmental regulations. Padcorn shall not be subject
to any [lowdown provisions required by the
governmental customer unless agreed to by Padcom in
writing.
16. SEVERABILITY.
If any provision of this Agreement shall be held by a
court of competent jurisdiction to bc illegal, invalid or
unenforceable, the remaining provisions shall remain
in full force and effect,
17. MISCELLANEOUS.
This Agreement and its exhibits contain the entire
understanding and agreement between the parties
respecting the subject matter hereof. This Agreement
may not be supplemented, modified, amended,
released or discharged except by an instrument in
writing signed by each party's duly authorized
representative. This Agreement may not be modified
by the acceptance of a purchase order with conflicting
terms; in such event the terms of this Agreement shall
control, All captions and headings in this Agreement
are for purposes of ' 1. 1 1
convenience only and shall not
affect the construction or interpretation of any of its
provisions. In addition to any provisions that survive
by virtue of their terms, Sections 4, 7, 9, 10, 11 of this
Agreement shall survive any termination or expiration
of this Agreement and shall at all tames continue to
bind the parties and their legal representatives,
successors, transferees and assigns. Any waiver by
either party of any default or breach hereunder shall
not constitute a waiver of any provision of this
Agreement or of ,.ny subsequent defaultbreach f•
-b•--•••-••- v yu or of
the same or a different kind.
Pagc 4
05/10/2004 12:50 7703929199
PADCOm
0 Mai
*****wwwwwwswelf■IIINC.
DATARADIO CORPORATIO PAGE 06/07
1N WITNESS WHEREOP, the parties have caused their duly authorized representatives to
execute this Agreement as of the date first set forth above.
Eadcom, Inc.
By /4/frai" LIA,Aq
Title: el.
Date:
City of Yakima, WA
'APN4tkri 15;;;41:017":: 01,401
B
Date:
SLA 050603
rrr
Pap 5
05/10/2004 12:50 7703929199
POOCH
, IN
DATARADIO CORPORATIO PAGE 07/07
EXHIBIT A.
Al fur ulAla MIrpa .'
X11 IMDt1AM
■- r,7IlvfIfl
Ardneyond,
I
Notes:
TotalRoam0 Software Systems include 4 hours oftelephone-based installation support from
Padcom to Licensee.
Term. The license of any Software provided by Padcom is effective until terminated. Termination of
the license will occur, as noted in Section 11 of the Software License Agreement, if you fall to
comply with any term or condition of the Software License Agreement or if you elect to terminate the
license for any reason. Upon termination, you agree to promptly return all copies of the Software,
including backup copies and documentation, to your Provider. This license shall survive
termination of this Software License Agreement for any reason.
SLA 050603
Page 6
Customer:
City of Yakima, WA
Date:
Billing Address:
City of Yakima
Accounts Payable
129 North Second Street
Yakima, WA 98901
May 3, 2004
Contact Name:
Rick Pettyjohn
I Contact Phone it:
509-575.6098
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TotalRoam Software Maintenance
2
flVlalntenancei ':' ,h;;,hi'"
.
Notes:
TotalRoam0 Software Systems include 4 hours oftelephone-based installation support from
Padcom to Licensee.
Term. The license of any Software provided by Padcom is effective until terminated. Termination of
the license will occur, as noted in Section 11 of the Software License Agreement, if you fall to
comply with any term or condition of the Software License Agreement or if you elect to terminate the
license for any reason. Upon termination, you agree to promptly return all copies of the Software,
including backup copies and documentation, to your Provider. This license shall survive
termination of this Software License Agreement for any reason.
SLA 050603
Page 6