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AetherSystems, Inc. - End User Sales and License Agreement
070802 - 04706002 AETHER SYSTEMS, INC. Mobile Government Division End User Sales and License Agreement This Agreement is effective as of August_, 2002 ( "Effective Date "), between the CITY OF GILROY whose principal place of business is located at 7351 Rosanna Street Gilroy, CA hereinafter called "Customer," and AETHER SYSTEMS, INC., Mobile Government Division, hereinafter called "Aether," located at 300 Nickerson Road, Marlborough, MA 01752. Aether and Customer hereby agree that the following terms and conditions shall govern the sale and licensing of Aether equipment and software. 1. TERM: This Agreement shall commence on the Effective Date and shall terminate upon completion of the Services set forth in this Agreement, Appendices, Schedules, and the Support/ Maintenance Agreement, as applicable, unless earlier terminated pursuant to this Agreement. 2. PRICES: Subject to the terms and conditions of this Agreement, the prices of equipment and software purchased and /or licensed by Customer hereunder shall be at Aether's published price list as specified in Exhibit A. 3. DELIVERY: All Products will be delivered F.O.B. Destination. Aether shall arrange shipment and insurance unless Customer directs otherwise in writing. The Customer assumes all risk of loss upon delivery of the products by the carrier. 4. PAYMENT: Unless payment is being made subject to a custom response to an RFP /RFQ, Customer, in consideration of the terms of this Agreement agrees to pay Aether the prices set forth in a standard quotation and for the materials and supplies delivered and accepted hereunder. Payment for all materials and supplies furnished, delivered, and accepted during the contract period shall be made within thirty (30) days from the date of invoice in accordance with the following payment schedule or as set forth in Exhibit A as applicable: ALL PHASE ONE COMPONENTS 30% of software and services amount upon signing this Agreement 30% of software and services amount upon delivery of software 20% of software and services amount upon installation of software products 20% of software and services amount upon final acceptance of system. ALL PHASE TWO COMPONENTS 30% of software and services amount upon issuance of the Purchase Order authorizing delivery of Phase Two Components 30% of software and services amount upon delivery of software 1NVH1560823.1 01 -073102- 04706002 070802 - 04706002 20% of software and services amount upon installation of software products 20% of software and services amount upon final acceptance of system. Aether Mobile Government agrees to guarentee all prices quoted herein for six (6) months from the date this contract is signed by both parties. • Customer will be invoiced on a pro -rata basis as each mobile unit is installed, if install exceeds thirty days. • Payments will be considered overdue after sixty (60) days from the date due. Any overdue payments shall be subject to a service charge equal to the lesser of (a) one and one -half percent (1 -1/2 %) per month, or (b) the maximum percentage rate amount allowed by law. 4.1 Maintenance and Software Support. The initial Annual Maintenance and Software Support fee as set forth in Exhibit A is in addition to the License Fee, is due and payable at delivery of the software to the Customer, and is prorated to an anniversary date of either January 1 st or July 1 st. Thereafter, on or before the anniversary date, the Customer may purchase, at the then current rates, additional Maintenance and Software Support. If Customer fails to keep an annual Software Support Agreement in effect, any resumption of such annual support shall be subject to a support resumption fee in addition to applicable software support fees. In the absence of a currently effective Software Support Agreement, Software Maintenance and Support shall be provided at Aether's sole discretion and shall be subject to the then - current hourly rates, plus Upgrade license fees, expenses and other charges. 5. TAXES: Prices to Customer do not include taxes. Customer shall pay all taxes of any nature, assessed upon or with respect to any products or services purchased from Aether, except for taxes imposed on the net income of Aether. Customer shall provide to Aether any certificate of exemption or similar document required to exempt any transaction under these terms from sales tax, use tax or other tax liability. 6. ACCEPTANCE: Acceptance of the software licensed hereunder shall occur upon the successful completion of Aether's then standard procedures and diagnostic test programs. Completion of Aether's standard test procedures and a Aether Installation Report Form signed by Customer will evidence acceptance of the software. 7. WARRANTY: Software Warranty. Aether warrants that the Software licensed hereunder will perform in substantial conformance to the Aether product specifications, a copy of which is attached hereto as Exhibit B, during the warranty period. The warranty period is ninety (90) days from the date of acceptance by the Customer, except that the warranty period shall be extended to include all times during which there exists an agreement between the parties for support and /or maintenance. Aether's sole obligation with respect to this express warranty shall be, at Aether's option, to correct the defective Software or to replace the Software with Software that substantially conforms to Aether's applicable product specifications provided, however, that if Aether is unable to repair, correct or replace the Product within ninety (90) days INVH1560823.1 01- 073102 - 04706002 -2 070802 - 04706002 of receiving notice of the problem, CUSTOMER may seek any and all other remedies available to it under law or any of its agreements with Aether, including without limitation, a refund of a depreciated amount for the sums paid calculated on a three (3) year straight line amortization and termination of this Agreement. If a virus is introduced from Aether, Aether will exercise best efforts to provide a virus -free copy of the software after CUSTOMER'S return of the affected software, and will repair or replace any softwre affected by the virus. 8. NO OTHER WARRANTIES: EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF PRODUCTS OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION HEREWITH. AETHER DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF LIABILITY: THE WARRANTIES AND REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE REMEDIES FOR AETHER'S LIABILITY OF ANY KIND WHETHER IN CONTRACT OR IN TORT, ARISING FROM THE PRODUCT OR SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL AETHER'S OR ITS SUPPLIER'S LIABILITY TO THE CUSTOMER FOR DAMAGES OF ANY NATURE EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PROVIDED UNDER THESE TERMS EXCEPT WITH REGARDS TO AETHER'S OBLIGATIONS UNDER SECTION 13, PATENT INDEMNITY, BELOW. THIS SECITON SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY THE LIABILITY OF AETHER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS AND ASSIGNS FOR PERSONAL INJURY AND /OR PROPERTY DAMAGES CAUSED DIRECTLY BY AETHER'S EMPLOYEES, SUBCONTRACTORS, OR ASSIGNS DURING PERFORMANCE OF THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, THIRD PARTY EXCEPT TO THE EXTENT PROVIDED IN THE SECTION ENTITLED "PATENT INDEMNITY" INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT, REVENUE, OR DATA EVEN IF THAT PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE PROTECTION AND BACKUP OF ALL DATA AND SOFTWARE USED IN CONJUNCTION WITH THE PRODUCTS. 10. SOFTWARE LICENSE: The license granted hereunder only authorizes Customer on a personal, non - transferable and non - exclusive basis, to use each licensed program on each designated equipment or network (if applicable); provided that, in the instance of a network, the number of concurrent users of each licensed program in the network does not exceed the permitted number of concurrent users for which Customer has paid the applicable licensed program license fees. Under this Agreement, Customer is not authorized to sub - license or make available to any third party, in whole or in part, any licensed program, to use any licensed program on other than the designated equipment or network (if applicable), or to reverse engineer or decompile or disassemble any licensed program. This license may be temporarily transferred to a back -up CPU if the designated equipment is inoperative due to equipment malfunction. Customer will not copy the software except that it may make one copy for archival, backup, disaster recovery, training and /or test purposes only. All copies of the software whether in printed or machine readable form and whether on storage media or otherwise, will include all 1NVH1560823.1 01 -073102- 04706002 -3 070802 - 04706002 proprietary legends in full in the form contained in the software. A separate license is required for use of each licensed program on equipment other than the designated equipment or network. 11. IMPLEMENTATION AND INSTALLATION SERVICES. Aether shall perform all services in a professional workmanlike manner as specified in the attached Aether Systems FIRE RMSTM 5.0 Scope of Work, which is attached hereto as Exhibit C and incorporated by reference into this Agreement. 12. DATA AND PROPRIETARY RIGHTS: Portions of data supplied by Aether relating to its products are proprietary and will be so marked. Customer shall abide by such markings. Aether retains for itself exclusively all proprietary rights (including manufacturing rights) in and to all designs, engineering details and other data pertaining to products provided to Customer, and to all discoveries, inventions, patent rights, products and all other property rights arising out of work done solely by Aether or jointly with Customer. A copyright notice on any data does not by itself constitute or evidence a publication or public disclosure. 13. PATENT INDEMNITY: Aether will defend through counsel approved by customer (which approval will not unreasonably be withheld), indemnify and hold Customer harmless against any claim, liability or demand by any third party, including reasonable attorney's fees, that any hardware or software provided to Customer hereunder, infringes any copyright, patent, trade secret or other intellectual property right under the laws of the United States. If a claim occurs, or in Aether's opinion, is likely to occur, Aether will, at its option and expense use reasonable efforts to either (1) procure for Customer the right to continue using the hardware or software; or (2) replace or modify the infringing hardware or software so that it becomes noninfringing provided that the hardware or software specifications or performance are not materially and adversely affected by such replacement or modification. If neither of these alternatives, at Aether's option, is reasonably available, Customer shall return the hardware or software, and Aether will refund all amounts paid by Customer for such hardware or software and a depreciated amount for the hardware calculated on a six (6) year straight line amortization. Indemnification by Aether is conditioned upon the following: (a) Customer promptly notifies Aether in writing of any claim; (b) Aether has sole control of the defense and all related settlement negotiations; and (c) Customer cooperates in the defense and furnishes Aether with all related evidence in its control. This indemnification is limited to the hardware and software delivered to the Customer and does not cover third party claims arising from modifications to the hardware and software not authorized by Aether and provided that such claim does not arise from the use of a superseded or modified release of the hardware or software. This indemnification obligation shall survive the expiration of the warranty period. 14. TERMINATION: Either party may terminate this Agreement upon written notice to the other if- (i ) a material violation of this Agreement by the other party is not remedied within thirty (30) days after notice of the violation; (ii) the other party admits in writing its inability to pay its debts generally as they become due, or executes an assignment for the benefit of creditors or similar document; (iii) in accordance with the terms of Section 7 herein; or (iv) a receiver, trustee in bankruptcy or similar officer is appointed for the other party's property. Termination for nonappropriation of funds — Government Customers have the right to cancel this contract if the moneys necessary to fund this Agreement are revoked or become unavailable. Termination for default — Customer has the right to cancel this contract if deficiencies in equipment and/or 1NW560823.1 01- 073102- 04706002 -4 070802 - 04706002 service are reported in writing to Aether and such deficiencies are not remedied within thirty (30) days. Termination by Aether — Aether may terminate this Agreement upon written notice to Customer if : (i)Customer fails to pay when due any amount payable under this Agreement or any other agreement with Aether, which amount is not the subject of a bona fide dispute between the parties or subject to Termination for nonappropriation of funds; or (ii) a majority interest of the equity or assets of Customer is transferred, or this Agreement is assigned, without the prior written consent of Aether. Termination shall not exclude other remedies for failure of a party to perform its obligations or the failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. 15. YEAR 2000: Aether warrants that the Aether software, for which Customer will be licensed to use, will process date and date - related information for all software delivered hereunder, both individually and in combination. Adequate performance includes the manipulation of this data with dates prior to, through and beyond January 1, 2000 and shall be transparent to the end user. Aether Software products, individually and in combination, shall successfully transition into the Year 2000 with correct system dates, including the leap year calculation. Aether warrants that the software design ensures Year 2000 compatibility, including, but not limited to, data structure (databases, data files) that provide four -digit century date; stored data that contain date century recognition, including but not limited to, data stored in databases and hardware devices, internal systems dates, calculations and program logic event recognition and all processing actions that use or procure date values, interfaces that supply data to and receive data from other systems. 16. CONFIDENTIAL INFORMATION: Customer agrees to maintain in confidence and, except as provided herein or required by law, not to disclose, reproduce or copy any Software, or materials, or specifications which are marked confidential or proprietary and are provided to Customer hereunder. All memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information received by Aether from Customer and all other written and oral information received by Aether from Customer and all other written and oral information submitted to Aether by Customer in connection with the performance of this Agreement shall be held confidential by Aether and shall not, without the prior written consent of Customer, be used for any purposes other than the performance of the project services, nor be disclosed to an entity not connected with the performance of the project services. Nothing furnished to Aether which is otherwise known to Aether or is or becomes generally known to the related industry (other than that which becomes generally known as the result of Aether's disclosure thereof) shall be deemed confidential. Aether shall not use Customer's name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of Customer, which shall not be unreasonably withheld. 17. STANDARD ORDER PROCEDURE: Products and services shall be ordered by written purchase orders and shall be governed by this Agreement. Orders shall include the quantity, Product(s), services, applicable price, shipping instructions, and requested delivery date. Orders shall be subject to acceptance by Aether and delivery schedules established in accordance with Product availability and Customer's credit status. Aether may ship before the scheduled shipment date, but not to arrive earlier than Customer's requested delivery date. INVH1560823.1 01- 073102- 04706002 -5 070802 - 04706002 18. ASSIGNMENT: Neither party shall assign any right except for the right to receive payment or delegate any obligation under this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld or denied. 12. EXPORT: Customer will not knowingly transfer to parties that will subsequently re- export Products to embargoed countries or allow export, directly or indirectly, of any product acquired under this Agreement without first obtaining an export license from the US Department of Commerce or any other agency or department of the United States Government, as required. 20. FORCE MAJEURE: Neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance (including for Aether, loss or damages resulting from delivery of the Products being delayed) caused by any act of God, fire, casualty, flood, war, terrorism, failure of public utilities, injunction or any act, exercise, assertion or requirement of governmental authority, earthquake, labor strike not involving Aether employees, riot, accident, shortage from Aether suppliers, delay in transportation or any other cause beyond the reasonable control of the party invoking this provision, and if such party shall have used its best efforts to avoid such occurrence and minimize its duration and has given prompt written notice to the other party, then the affected party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence. 21. NOTICE STATEMENT: All notices and demands of any kind which either party may be required or desire to serve upon the other under the terms of this Agreement shall be in writing and shall be served by personal service or by registered mail, postage prepaid, at the addresses set forth at the beginning of this Agreement. 22. CHOICE OF LAW: This Agreement shall be governed by the laws of California. This Agreement shall be deemed executed and performed in Santa Clara County, California. 23. SEVERABILITY: If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be in any way impaired. 24. WAIVER. A provision of this Agreement may be waived only by a written instrument executed by the party waiving compliance. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision. 25. ENTIRE AGREEMENT: This Agreement, together with any attached Exhibits, Attachments, Schedules, Amendments and product specifications, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled and /or superceded. This Agreement shall prevail notwithstanding any variance with terms and conditions of any purchase order. Any modifications of this Agreement must be in writing and signed by a duly authorized officer of each party party hereto. INVH1560823.1 01 -073102- 04706002 -6 070802 - 04706002 IN WITNESS WHEREOF, the parties have caused this Standard Sales Agreement to be executed by their duly authorized representatives on the date(s) shown below. AETHER SYSTEMS, INC. CITY OF GILROY �4 Mobile Go ent Division ( "C stomer ") ( "Aethe " By: By: Name: Name: M '(2)hl b0�✓� Title: LIZ � /� � Title: r'1�►��n15 �i1�e r�iC�S Ire Date: kl U — c>7, P ©D,�, Date: A L qu,st 13/, �6 V ; / INVH1560823.1 01- 073102 - 04706002 -� 070802 - 04706002 1NVH1560823.1 01- 073102 - 04706002 EXHIBIT A (Attached) -8- E N � O M N 0 3 8 33 i 3 o ° 8 W 5 N �/1 N O O O r- �Y O N O O O a V O E C Q y V � v p o V C O U 9 9 9 D 9 9 j 88088 W O O I 0 0 0 O d U O N N Ip 0 O O 1 d A W O 0. I U O O O O S A U W O 1� O O O � � O� fO g WO MO W S O O d O O O d O O O O O d U O OO O O O O O O 090 . , w uwww We c o m o w c O m c c m 0 c N N A A d .ww Cw- C Cv c m W in c c c c c c c A •A A A A A A 00000 O O 0 0 0 00 0 pp 9 0 O 00000 000000000 O O O O O 0 0 0 o0 0 0 0 0 y O M c pp 0 0 0 0 0 N N O 0 d O o0 w N O 0 0 0 p O 0C� 1yy C L • O G> I 9 0 D� O O0pp 9 I D N O N I O C p N a N N tIt pQp N I q C N1diW ww d � N� N�en «� NNM�N t! d WM_W W W_WW N W j� K W y W W W jf W LLyl� IL LLI W �jj Ul 0 O O O O O O U U U u U U 0000 00 000 00 0 00000 000000000 o o 8o ((S((ppy� u ppopp�� 0 tp0ptp. O0O p0p 0.0. 0o0 p0p p0p o0o p0p p0p o pop o pop nqp� 000 00o 000 pop U N O I V l 01 t") C OI N W C S C N C N W 1/ t W 1 n C C V)W W CIN//W CN C W C C C N d d d d d d C c c C c C —00-0 _ W W M .- — O .- .- a a a a a a a 00000 00 0 00 0 00000 000000000 00000 00 0 o0 0 oOOOO o00000000 00000 O N O 00 O 0000. O O u O O O O V p N O N N O O . 0 O 0 0 0 0 0 010 ONO O d W O N O M M. p N p p- p N N N N O W W N W d <D d' d N W d o d N N N h M U W U W V U W W U U N W W N U W W W W W IL` a a a` a a a` M J N (7 m 2 M J O a a�0 a a of a ao�2 �2 7 = W V > > . a m ., 40 041 4o m o g o zoo �fnU zV)0 zIn Z Ua zN Z (� dm 2 pro rn o �o 0 C XLo Y CO YF¢ C2 YgZ�2 p1 . m�0a0o 1 AUU�» A2'� ALL AU to AK A _a —LL E A co ¢ o yy 0 1a -(L W2 ¢ ¢ 1LL I as as LL IL d V)F-uJ LL 6NNNW � m NNO a d � r 2 L N T T � d Q a N } C A N a f2 a c o •AC 'AC a o c a udi _o h c acr d ^ and d v1 p J U E NnNo 0-- d DA a d m in E mEmdmS� d d LL d u 2 u c Ou) udidU) Q> j°a m' n c aZ o= N Z c c ac - c- U U c c o U) Ina A d umoAdd -..o c 5 w v m fq aci N m LL c c to d v v aci m A A d BN d iLE E c 0 o O. c --aadE a yIM �_ of LE C d O d o0 v59u� L- i d we d H U '3U d m' A E woLL LL C c c W,2 41 N U �O V d C E m C OI `• W N p N d Ul Ol N A 0 O V d d g d aEi2 c5m tiulau)¢¢r� Z m c ui d 'D a E c N N N N N N N c dd -dA '0 cc O m d dU E m i.T Ede m nnnn0'c to CL � 2 0 o p d d � � A — Co r w E 0 0 0 0 0 0 0@ j cmdoov)U) acW¢ co ccmm fc° EcvdiaLL cna�a�a�anova p 'n '� E p> U O N d O N d O d O; E `p J O A A A A _ 0 0 J U-•-O V :.3? E « 0_0 > «2222222 =� aUUm >.°-' a1nN au_ a aUU � aN E•n —U u. w p1 a a1 a)�¢U �—�� Y d c' N d —� d' d m d E c a ZZZZZZZ Ez `uy y `u�� U uY p uxs u� u,�y,� d o y UU0000000 �O is u U d N ,a d d O o O a�i m L E a L v m m o n- U c E 2 o o o o' o j, R D d (L CL d Q LL LL. li. d 1'3 LL LL O IL CL d OlLL fn OLLLLLLN h a. UUUUUUU<n0 c o o 0 O o w to f0 O V O M h O O W N N N � N � � u .Z ° A fn U) y m � c H F � A 0 Ica u M N O 2 Z 070802 - 04706002 EXHIBIT B PRODUCT SPECIFICATIONS 1NVH1560823.1 -10- 01-073102-04706002 070802 - 04706002 EXHIBIT C AETHER SYSTEMS FIRE RMSTM 5.0 SCOPE OF WORK 1NVH \560823.1 01- 073102 - 04706002 Aether Systems FireRMST M 5.0 Statement of Work For Gilroy Fire Department Aether Systems FireRMST"' 5.0 8/1/2002 Page 1 of 29 Aether Systems FireRMST M S. 0 Statement of Work 1 Overview ................................................................................................... ..............................4 2 Aether Systems FireRMSTM 5.0 Software ................................................. ..............................5 3 SMS Integration ........................................................................................ ..............................5 4 Project Methodology ................................................................................. ..............................6 4.1 Introduction ........................................................................................ ............................... 6 4.1.1 Pre - Project Assessment ................................................................ ..............................6 4.2 Project Methodology .......................................................................... ..............................7 4.2.1 Project Organization / Responsibilities .......................................... ..............................8 4.2.1.1 Aether Mobile Government Project Manager ....................... ..............................8 4.2.1.2 Gilroy Fire Department's Project Manager ........................... ..............................9 4.2.1.3 Gilroy Fire Department's System Administrator ................. .............................10 4.2.1.4 Gilroy Fire Department's Data Administrator ..................... .............................10 4.2.1.5 Gilroy Fire Department's System Trainer ............................ .............................11 4.2.1.6 Gilroy Fire Department's Subject Matter Experts ( SME) .... .............................11 4.2.1.7 Gilroy Fire Department's Network Administrator: ........................................... 12 4.2.1.8 Aether Mobile Government Technical Consultant .............. .............................12 4.2.1.9 Aether Mobile Government Training Specialist .................. .............................12 4.2.1.10 Aether Mobile Government Interface Development Lead ... .............................12 4.2.1.11 Aether Mobile Government Product Development Lead .... .............................12 4.3 Five -Phase Project Methodology ....................................................... .............................13 4.3.1 Define System - Phase I .............................................................. .............................13 4.3.1.1 Contract Approved ............................................................... .............................13 4.3.1.2 Contract /Scope of Work Review .......................................... .............................13 4.3.1.3 Requirements Review with Client ........................................ .............................14 4.3.1.4 Establish Project Baseline .................................................... .............................14 4.3.1.5 Finalize Project Schedule ..................................................... .............................14 4.3.1.6 Create Training Plan ............................................................. .............................14 4.3.2 Design System - Phase II ............................................................ .............................15 4.3.2.1 Interfaces .............................................................................. .............................15 4.3.2.2 Create Acceptance Test Plan ................................................ .............................15 4.3.3 Build System - Phase III .............................................................. .............................16 4.3.3.1 Interfaces .............................................................................. .............................16 4.3.3.2 Pre - installation Requirements .............................................. .............................16 4.3.4 Deliver System - Phase IV .......................................................... .............................17 4.3.4.1 Install Software ..................................................................... .............................17 4.3.4.2 Training Facilities Preparation ............................................. .............................17 4.3.4.3 Execute Training Plan .......................................................... .............................18 4.3.4.4 Client Code Table Entry ....................................................... .............................18 4.3.4.5 Execute System Acceptance Test Plan ................................. .............................18 4.3.4.6 Ready for Live Operations ................................................... .............................19 4.3.5 Maintain System - Phase V ......................................................... .............................20 5 Customer Responsibilities During Implementation and Training ............ .............................21 Aether Systems FireRMST'" 5.0 8/1/2002 Page 2 of 29 Aether Systems FireRMST M 5.0 Statement of Work 6 Assumptions ............................................................................................. .............................21 7 Additional Services .................................................................................. .............................22 8 Sample Project Schedule .......................................................................... .............................22 9 Appendix A - Minimum Hardware Requirements ................................... .............................23 9.1 Client Computers and Workstations .................................................. .............................23 9.2 Printer Requirements ....................................................................... ............................... 23 9.3 Network Operating System ................................................................ .............................23 9.4 FireRMSTM 5.0 Data Server .............................................................. .............................24 9.5 SMS Application Server .................................................................... .............................24 9.6 Remote Fire Station Access ............................................................... .............................25 9.7 Recommended Database Server Requirements ................................. .............................26 9.8 Recommended SMS Application Server and Client Workstation Requirements ..........26 9.9 RAM Recommendations ................................................................... .............................27 10 Appendix B - Software Requirements .................................................. .............................27 10.1 FireRMSTM Block Diagram ............................................................ .............................27 Aether Systems FireRMST"' 5.0 8/1/2002 Page 3 of 29 Aether Systems FireRMST M 5.0 Statement of Work 1 Overview This project involves the installation, implementation, configuration, and training of Aether Systems FireRMSTM software and Aether Mobile Government services for the Client, in cooperation with Gilroy Fire Department. This Scope of Work provides a description of the products, services, and equipment to be provided for this specific project, including the general responsibilities and expectations for the parties. Within this document, 1) "Aether Mobile Government" refers to Aether Systems, Inc. Mobile Government Division; 2) "Client" refers Gilroy Fire Department (the organization, which has contracted for the project, described herein). The software and services outlined in this project will be delivered by Aether Mobile Government as indicated in the Project Methodology section of this document. Acceptance testing criteria will be based upon the Acceptance Test Plans (ATP) for the current production version(s) of the proposed software, modified to include any additional functionality described in this Statement of Work. Any work activities or software functionality outside of the capabilities of the current production version of the proposed software will be described within this document if it is to be provided as a part of this project. Additional work activities and software functionality not described in the Statement of Work will be considered a change order to this project. This Statement of Work does not include • The configuration and /or programming of network infrastructure, including servers, clients, routers, switches, bridges, or • Any other ancillary systems that FireRMSTM may be interfaced with. • The provision of or installation/configuration of SQL Server 7.0 or 2000. • Training for third -party software. • Hardware • Wide Area Network Connections and connection band -width Client requests for work or items not described in this Statement of Work or the purchase or Licensing Agreement, will require a separate, addendum to this Statement of Work. This includes but is not limited to custom software. Aether Systems FireRMSTM 5.0 8/1/2002 Page 4 of 29 Aether Systems FireRMST M 5.0 Statement of Work 2 Aether Systems FireRMSTM 5.0 Software This project will include delivery and installation of the then - current production version of Aether Systems FireRMSTM 5.0 Enterprise Gold (MSDE, SQL Server 7.0, or SQL Server 2000 database). For this installation, the FireRMSTM server will operate on a Windows NT Server 4.0 or Windows 2000 operating system and network. Client workstations must operate with the Windows NT, 98, 2000, or XP Professional Workstation clients. The following modules will be provided to the customer. • FireRMSTM 5.0 Enterprise Gold Edition Software, licensed for to 3 facilities /fire stations for use by Gilroy Fire Department. A 3 -user license enables the client to operate FireRMS on a single server and up to a total of 3 (user) facilities. 3 SMS Integration • SMS CadLink for integration with Tiburon CAD. Aether Mobile Government will provide the SMS software, installation, configuration and project management /consulting services to communicate and facilitate the integration with Tiburon CAD. The "data string" received from the CAD system is required to adhere to the Aether Systems SMS API. The Client is responsible for all components from Tiburon for affecting the interface with Aether Systems. Aether Systems FireRMSTM 5.0 8/1/2002 Page 5 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4 Project Methodology 4.1 Introduction Aether Mobile Government's success in managing system implementation projects like Gilroy Fire Department's is a combination of the personnel assigned to the project; the commitment made by both Aether Mobile Government and executive management at Gilroy Fire Department; and the project methodology employed. The Aether Mobile Government personnel resources assigned are highly skilled professionals who are experienced in program management, configuration, integration, and delivery of Aether Systems FireRMS solutions. Aether Mobile Government' project methodology focuses on providing effective planning, control, monitoring, and quality assurance. Together, these project management elements will ensure that Aether Systems FireRMS will meet Gilroy Fire Department's expectations. Aether Mobile Government project methodology is designed for an orderly progression from requirement to solution —from function to form. To ensure continual progress, each phase of the process is results- oriented and measured by the completion of specific tasks. The Aether Mobile Government project methodology ensures clearly stated user requirements, reasonable and achievable expectations, appropriate technology choices, cost - effective and efficient resource allocation, and identification and handling of critical issues —all accomplished in an environment where teamwork is paramount. Successful systems are designed and built for success. Success requires a disciplined approach to defining requirements and designing a solution to ensure a successful implementation. Aether Mobile Government is proposing the services to implement the Aether Systems FireRMS Software and Interfaces. This Scope of Work establishes the task descriptions and deliverables for the Gilroy Fire Department FireRMS System. Aether Mobile Government will perform the tasks described in the following subsections. These task descriptions correspond to the tasks described in the Gilroy Fire Department Sample Implementation Schedule. 4.1.1 Pre - Project Assessment An Assessment Phase usually precedes any large project, and Aether Mobile Government considers this phase substantially completed upon contract award. During the process leading up to award, the customer and Aether Mobile Government will have examined requirements, solutions, goals, objectives, costs, and benefits. Aether Systems FireRMST"' 5.0 8/1/2002 Page 6 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.2 Project Methodology Aether Mobile Government follows a five -phase project methodology to ensure that each FireRMS system satisfies its mission requirements--on schedule and within budget. The five phases of the Aether Mobile Government project methodology are incorporated into the Project Schedule. The phases represent groupings of activities by type and the durations for performance may actually overlap activities identified in the next phase and beyond. The completion of a phase is not intended to be prerequisites for all the activities of the subsequent phases as shown in Figure 1. Figure 1 - Five Phases of the Aether Mobile Government Project Methodology Define 1. Contract R eview 2. Requirements Analysis 3. Finalize Project Schedule 4. Create Training Design Schedule 1. Product Enhancement 2. Interfac es 3. Create Acceptance Build Test Plan 1. Product Enhancement 2. In terfac es 3. Pre - Installation deliver Activities I . Install Software 2. Execute Training Plan 3. System Acceptance Testing 4. Commence Maintain .p e Oprations 1. Project Follow -up 2. Maintenance Aether Systems FireRMST"' 5.0 8/1/2002 Page 7 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.2.1 Project Organization /Responsibilities The responsibilities of the members of the project teams for each organization are described in the following sections. 4.2.1.1 Aether Mobile Government Project Manager • Reviews the proposal and final contract internally and with the Gilroy Fire Department's Project Manager • Directs the project as the Aether Mobile Government contact and is responsible for project performance from initiation to closure, from the Aether Mobile Government perspective, which includes planning, organizing, managing, and controlling all aspects of the project to ensure that project tasks are performed according to the approved project schedule • Coordinates the project kickoff between Gilroy Fire Department and Aether Mobile Government, in conjunction with the Gilroy Fire Department project manager • Reviews the initial project schedule • Conducts an initial post- contract site visit /evaluation/review • Identifies any known items that may impact the availability of Gilroy Fire Department resources during the project lifecycle, and reports these items to the Gilroy Fire Department project manager • Reviews interface requirements • Reviews subcontractor commitments • Resolves any discrepancies or conflicts • Reviews initial proposed project information and proposed deliverables to ensure compliance with final contracted project configuration • Initiates project reporting and filing systems for Aether Mobile Government • Establishes Gilroy Fire Department resources required for Aether Mobile Government project management, such as work space, telephone, office and copying services, site access, and other communications, such as e -mail • Establishes project change order procedures, in conjunction with the Gilroy Fire Department project manager • Resolves training logistics considerations such as schedules and classroom resources, in conjunction with the Gilroy Fire Department project manager • Responds to Gilroy Fire Department inquiries • Obtains written Gilroy Fire Department clarification of change requests for interfaces and other custom development before establishing a development schedule • Monitors critical schedules such as custom development Aether Systems FireRMSTm 5.0 8/1/2002 Page 8 of 29 Aether Systems FireRMST M 5.0 Statement of Work • Processes requests for quotes • Initiates requests for quotes • Processes contract change orders • Monitors subcontractor commitments • Conducts design review sessions between subcontractors and Aether Mobile Government personnel (if required) • Coordinates Aether Mobile Government logistics for all on -site activities Researches alternatives and sources for any contract changes 4.2.1.2 Gilroy Fire Department's Project Manager The Gilroy Fire Department's Project Manager will work directly with Aether Mobile Government to coordinate all activities on the Project. This person will provide the technical vision for the Project and assure that this is consistent with the overall Department direction. The Project Manager will be responsible for communications with agency management and coordinate any support requirements from the executive team. The Gilroy Fire Department's Project Manager should have the qualifications necessary to function in a project environment and support the following responsibilities: • Acts as the Gilroy Fire Department's single point of contact for working with Aether Mobile Government. Responsible for directing the project from the client perspective, which includes planning, organizing, and managing the project to ensure that project tasks are able to be performed according to the approved project schedule • Identifies any known items that may impact the availability of Gilroy Fire Department resources during the project lifecycle from a client perspective • Initiates project reporting and filing systems for the client • Establishes project change order procedures from a client perspective, in conjunction with the Aether Mobile Government project manager • Resolves training logistics considerations such as Gilroy Fire Department schedules and classroom resources from a client perspective • Has sufficient authority and responsibility to make decisions on a day -to -day basis about the project • Coordinates the activities of Gilroy Fire Department personnel and resources • Provides sufficient resources to implement the operational use of the system • Secures contract change approvals as required Aether Systems FireRMST"' 5.0 8/1/2002 Page 9 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.2.1.3 Gilroy Fire Department's System Administrator The System Administrator will be responsible for working with the Aether Mobile Government during the installation and configuration of the Project Software. This person must, with the assistance of Aether Mobile Government, be capable of managing the configurations of the system to assure that the System does not have any mismatches of Software versions. This person will also provide general support to client users. This person is typically responsible of system backups in case data recovery is required. The Gilroy Fire Department's System Administrator should have the qualifications necessary to function in a project environment and support the following responsibilities: • Collaborates with the Aether Mobile Government Technical Consultant for system - specific training and implementation of backup, recovery, archiving, and general System activities • Monitors and configures the servers, workstations, and other interface systems • Monitors database daily • Is the main point for contact for user questions and problems • Runs and designs reports as needed • Troubleshoots system problems • Maintains and upgrades all system configuration and forms • Installs software upgrades • Serves as liaison for Aether Mobile Government field service personnel • Becomes a knowledge base for System and Interface information to aid end users as needed 4.2.1.4 Gilroy Fire Department's Data Administrator The Gilroy Fire Department's Data Administrator is primarily responsible for the configuration of SQL Server and maintaining the Project data in an SQL Server environment. This person should be experienced with SQL Server systems and all of the details surrounding the care and maintenance of this data. Specifically, this person will monitor database characteristics such as performance, fragmentation, size, etc. The Data Administrator should have the following qualifications: • SQL Server Database knowledge and experience. • Experience in administering database operations in a distributed client - server environment. Experience with the Windows NT /2000 Operating System. Aether Systems FireRMST"' 5.0 8/1/2002 Page 10 of 29 Aether Systems FireRMST M S. 0 Statement of Work • Experience in Windows Operations. • Experience in Microsoft Products such as Access, Excel, PowerPoint, etc. • Experience in SQL Operations related to SQL Server, FoxPro, and similar other databases. • Experience in executing standard and Ad Hoc reports with report writing tools such as Access, CRYSTAL, and Excel. 4.2.1.5 Gilroy Fire Department's System Trainer The Gilroy Fire Department's System Trainer becomes a system expert for on -going training of new personnel and refresher training as needed. Each supported group should have a designated trainer to support on -going user needs. The Gilroy Fire Department's System Trainer should have the following qualifications: • Demonstrated skills in establishing and maintaining a positive classroom environment. • Working knowledge of the general operations of the relevant Fire Service operational areas. • Working knowledge of the Aether Systems FireRMS applications, interfaces and related systems. • Ability to verify /reproduce workflows resulting from trouble reports. • Ability to document and report system anomalies. • Ability to develop and implement scenarios and labs for classroom instruction. 4.2.1.6 Gilroy Fire Department's Subject Matter Experts (SME) • Collect and verify all Fire Service- specific data (such as personnel, apparatus, equipment, and codes) for the system in conformance with information and direction provided by Aether Mobile Government. • SMEs must be authorized to represent their respective functional areas and make decisions about how the different modules should be configured. • SMEs can also be involved in the training of the end users and serve as front line support during the Maintenance phase of the project. Because these people have been chosen to speak for their peers, they should be well respected and noted experts in their fields. Aether Systems FireRMSTM 5.0 8/1/2002 Page 1l of 29 Aether Systems FireRMST m5.0 Statement of Work 4.2.1.7 Gilroy Fire Department's Network Administrator: The Network Administrator will be primarily responsible for the configuration of the network and coordinating the system's inclusion in the corporate network environment. This person should be experienced with network equipment and all of the details surrounding the care and maintenance of a Windows NT /2000 -based network. The Network Administrator should have the following qualifications: • Experience in NT /2000 Network Administration. • Experience in configuring and monitoring hubs, switches, modems, and routers. • Experience in using Network Management Software. • Experience in Windows Operations. • Experience in diagnosing software and cable related problems. • Experience in evaluating, reading and configuring baud rates, packet sizes and structures. 4.2.1.8 Aether Mobile Government Technical Consultant • Provides the necessary technical expertise to implement the Aether Mobile Government project from start to finish. This includes overseeing all system configuration activities, providing system administration hands -on informal training, supporting cutover activities, and installing the System and related software. 4.2.1.9 Aether Mobile Government Training Specialist • Provides the necessary instruction for the successful operation of the System to end users and agency trainers. The on -site system training courses are provided by Aether Mobile Government trainers or instructors specializing in that particular training requirement. 4.2.1.10 Aether Mobile Government Interface Development Lead • Is responsible for development of the interface software related to system interfaces including testing, installation, and support when needed. 4.2.1.11 Aether Mobile Government Product Development Lead • The Aether Mobile Government FireRMS Development Lead is responsible for development of specific enhancements for the FireRMS software providing any additional base product functionality described in the Scope of Work. Aether Systems FireRMST"' 5.0 8/1/2002 Page 12 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.3 Five -Phase Project Methodology Upon selection, Aether Mobile Government will incorporate the five -phase project methodology as previously described. The specific phases are described in the following sections. The tasks and descriptions correspond to the sample project schedule attached. 4.3.1 Define System - Phase I The process of defining the system ensures that the operational intent defined in the proposal and contract, as written, are consistent. This initial phase begins with a review of the Aether Mobile Government Proposal or the Scope of Work (SOW) to Gilroy Fire Department. This review will attempt to clarify any questions or wording in the proposal which will become the final Scope of Work for the project. It will establish the conditions and extent of work to be performed and clarify any questions for expectations of the system. Experience has shown that most errors, that occur in the define phase, are in understanding what the system should do, rather than errors in the actual execution of the system. A poorly engineered requirement, which does not reflect the intended processing of the system, will cascade into a design or operational defect. All types of requirements (functional, operational, performance, application, data, and interface) need to be analyzed and understood by the project team. Specific tasks and deliverables are described in the following sections. 4.3.1.1 Contract Approved This task signifies the completion and approval by all parties of the contract for the project. The contract details the specifics of the Terms & Conditions for the project and completion of this task defines the date for the official start of the project. 4.3.1.2 Contract /Scope of Work Review The signed contract is reviewed by Aether Mobile Government and Gilroy Fire Department. The contract: • Functions as the original statement of work reflected in the initial proposal and proposal addenda. • Documents specifically the work to be performed. • Establishes the conditions of work. • Sets the expectations for the system. • Is reviewed by the customer and Aether Mobile Government to ensure that the joint project team understands the requirements. Aether Systems FireRMSTm 5.0 8/1/2002 Page 13 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.3.1.3 Requirements Review with Client Upon completion of the Contract and /or SOW, Aether Mobile Government will meet with Gilroy Fire Department to clarify any outstanding issues. This process will result in a project baseline and this will allow subsequent phases to be completed with a mutual understanding between Aether Mobile Government and Gilroy Fire Department. 4.3.1.4 Establish Project Baseline This task represents an internal task whereby the Aether Mobile Government Project Manager confirms that all required materials and services within the SOW are accounted for and activities are set in place to effect delivery to Gilroy Fire Department pursuant to the project schedule. 4.3.1.5 Finalize Project Schedule The project schedule will include all major work activities associated with the implementation of the FireRMS system. This project schedule is mutually approved by Aether Mobile Government and Gilroy Fire Department. Deliverables: • Project Schedule This deliverable defines a course of action and schedule to guide the progress of the project. Project performance and status will be monitored against this schedule. 4.3.1.6 Create Training Plan The Training Plan will identify training logistics, methodology, and objectives and will include a description of each training class. This plan is also mutually approved by Aether Mobile Government and Gilroy Fire Department. Deliverables: • Training Plan This deliverable ensures that all of the purchased training classes and modules are provided during the project. The training classes and modules are scheduled according to their appropriate phase of the project with dates delineated in the project schedule. Additional considerations for the training plan include classroom resources and personnel scheduling. Aether Systems FireRMST"' 5.0 8/1/2002 Page 14 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.3.2 Design System - Phase II During the Design System Phase, the project team defines the system construction, configuration, and interfaces, which becomes the blueprint for the project. Specific tasks and deliverables are described in the following sections. 4.3.2.1 Interfaces This task represents the effort required to design the FireRMS interfaces that are specified within the contract /SOW. Deliverables: • Design specification for Development (Internal) 4.3.2.2 Create Acceptance Test Plan The Acceptance Test Plan (ATP) defines the functional testing methodology for the project. The test plan must originate with the development of requirements and culminate with the completion of the design. This plan is also mutually approved by Aether Mobile Government and Gilroy Fire Department. Deliverables: • Acceptance Test Plan This plan defines the functional testing methodology for the project. It is important that a test plan be developed and exercised, and that the documented results of the test be accepted by Gilroy Fire Department after a successful test. While the ATP is specific regarding system functionality and commands, the customer is free to use other means of testing as may be appropriate. Aether Systems FireRMST"' 5.0 8/1/2002 Page 15 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.3.3 Build System - Phase III During the Build System Phase, the project team performs development activities required to incorporate the enhancements to the FireRMS system functionality as specified and develops the specified interfaces including integration into FireRMS. Gilroy Fire Department pre - installation activities are also completed during this phase in readiness for delivery for the FireRMS system. Specific tasks and deliverables are described in the following sections: 4.3.3.1 Interfaces This task represents the effort required to complete the development of the FireRMS interfaces that are specified within the contract /SOW. Deliverables: • Interfaces integration with FireRMS (Internal) 4.3.3.2 Pre - installation Requirements This task represents the activities that the customer is required to complete prior to the commencement of the Delivery Phase and installation of the FireRMS software. Deliverables: • FireRMS Database Server Installed by Gilroy Fire Department • SMS Application Server Installed (if applicable) by Gilroy Fire Department • FireRMS Application Server Installed (if used) by Gilroy Fire Department Aether Systems FireRMST"' 5.0 8/1/2002 Page 16 of 29 Aether Systems FireRMST M S. 0 Statement of Work 4.3.4 Deliver System - Phase IV During the Deliver System Phase, the system is delivered, configured, and initially tested for correct operation. Interfaces are delivered and configured to operate with the existing systems. Data, specific to site operations, is loaded by key site personnel. 4.3.4.1 Install Software This task identifies the activities involved in the installation of the software at the customer site and configuring clients for training. The system is checked for correct operation with customer supplied network settings and configuration. Deliverables: • Software per contract BOM • Install and configure the FireRMSTM 5.0 database on the FireRMSTM Server for the department; • Up to 10 workstations will be configured with the FireRMSTM Client software with access to the FireRMSTM 5.0 database. This will include the installation of 10 training workstations. During workstation configuration, Client Computer Support personnel must attend and will receive instruction on how to complete the process of installing the software at all remote sites. The Client Computer Support personnel will be responsible for completing the configuration of workstations throughout the rest of the department. 4.3.4.2 Training Facilities Preparation This task represents the activities the Gilroy Fire Department must accomplish in order to create an appropriate training environment. It includes such considerations as locating acceptable space in which to conduct training, establishing the necessary network communications to interconnect the various servers and workstations, providing necessary facilities for students, etc. Deliverables: Training Facilities ready for use by Gilroy Fire Department Aether Systems FireRMST"' 5.0 8/1/2002 Page 17 of 29 ST M 5.0 Aether Systems FireRM Statement of Work 4.3.4.3 Execute Training Plan This task identifies the activities involved in the execution of the Training Plan. This Training Plan identifies the "core curriculum" that has been agreed to by Aether Mobile Government and Gilroy Fire Department. All of the training within this category is included within the scope of the contract. This activity also includes consultation to assist the client in determining the software configuration needed to best implement the client business rules. Deliverables: Training courses as identified in the Training Plan and the contract BOM. 4.3.4.4 Client Code Table Entry This task identifies the activities required by the client to complete the population of the code tables and other customizable parameters. There is an initial emphasis to get data identified and loaded, but on going data maintenance is normal. Deliverables: • Code Table and Other Customizable Parameter Entry by Gilroy Fire Department 4.3.4.5 Execute System Acceptance Test Plan This task identifies the activities involved in the execution of the Acceptance Test Plan and the subsequent acceptance of the system. With required data loaded, the system is tested using a mutually agreed upon systematic test plan. This testing completes the acceptance of the system or subsystem being tested and paves the way for going live with commercial use of the system or components. The tests exercised by Aether Mobile Government in other Phases are preliminary in nature but ensure that the system is functional and ready for final customer testing. Deliverables: • System Acceptance by Gilroy Fire Department Aether Systems FireRMST"' S.0 8/1/2002 Page 18 of 29 Aether Systems FireRMST M S. 0 Statement of Work 4.3.4.6 Ready for Live Operations After Gilroy Fire Department has accepted the system, Gilroy Fire Department is ready for cutover. With testing completed and the system or subsystem accepted, the site is ready to begin live operations. The Aether Mobile Government Project Manager and Technical Services Team will work with the Department to determine the best system cutover processes. All options will be evaluated, including cold cutover, parallel operations, and phased operations. Aether Systems FireRMST"' 5.0 8/1/2002 Page 19 of 29 Aether Systems FireRMST M 5.0 Statement of Work 4.3.5 Maintain System - Phase V Maintenance is a vital part of any product or production system. Maintaining the developed system and providing a mechanism for expansion are both fundamental to maximizing the system's productive life. Key components of this phase are as follows: • Project Wrap up After Gilroy Fire Department acceptance and cut over to live operations, the procedures specified for project wrap -up complete this phase. Project wrap -up activities involve tasks that take place after acceptance and cut over. Note that maintenance would normally start at cutover, but with very large systems, as major portions of the contract are placed into service, maintenance can be phased in for that portion, to better manage all the changes taking place. Typical activities include: • Agreed resolution of any system issues identified in a punch list at the conclusion of Acceptance Testing and prior to cut over • Resolution of any outstanding invoices or credits associated with the project implementation • Transition of the project to the Support organization • System Sport The Aether Mobile Government Project Manager begins this task by reviewing the subsequent system support procedures with the customer. Calls for system support go to the Aether Mobile Government Help Desk and are immediately handled by the support staff. Aether Systems FireRMSTM 5.0 8/1/2002 Page 20 of 29 Aether Systems FireRMST M 5.0 Statement of Work 5 Customer Responsibilities During Implementation and Training • Provide a safe work area during installations of all RMS Software, Implementation activities, and Training activities. • Provide, install, test and accept all network and hardware performance. • Provide, install, test and accept all Wide Area Network configurations. • Prior to system implementation and installation, provide to Aether Mobile Government's project manager in written form all department standard codes for each of the modules, personnel lists, and any data conversion files that are identified in the section on Professional Services. • Provide individuals authorized to represent their respective functional areas and make decisions about how the different modules should be configured. • Agency will provide and set -up a training room and schedule training with Aether Mobile Government and Agency's staff. • The agency is responsible for providing the hardware and network infrastructure. The installation and testing of the hardware and network infrastructure will be completed prior to Phase I implementation. • All of the training courses will be conducted at the Fire Department facilities. The department will be responsible for providing the necessary PC's to be used by the trainees. • Remote fire station access, file servers, and workstations must conform to the published Aether Systems Operating System Requirements. • Between each phase of training and implementation, the customer is expected to complete the setup and implementation as taught during the training session(s) and to practice using the modules that have been taught to date. • The customer is responsible for performing complete backups of all databases between each phase of installation and training and after the project completion • The customer is responsible for providing and maintaining all NT and SQL security and permission schema. 6 Assumptions • Aether Mobile Government assumes that Gilroy Fire Department support personnel posses the knowledge and skills necessary to perform post- installation and day -to -day administration tasks as related to the Microsoft Windows NT -based network used in the FireRMS System. Aether Systems FireRMST"' 5.0 8/1/2002 Page 21 of 29 Aether Systems FireRMST M 5.0 Statement of Work 7 Additional Services Additional services are available based upon the following Aether Mobile Government standard rates: On site training is available at the Aether Mobile Government standard rate of $850.00 per day (one day minimum). Onsite implementation support, technical support, etc is available at the Aether Mobile Government standard rate of $1200.00 per day plus expenses (one day minimum). Offsite implementation support, technical support, development services, etc is available at the Aether Mobile Government standard rate of $225.00 per hour. The above rates are quoted on a per call basis and scheduling is subject to availability of appropriate personnel. It is usually preferable that any additional significant quantifiable development or support activity be addressed on a fixed price basis via the contract /SOW amendment process. 8 Sample Project Schedule Attached is a sample FireRMS project schedule. Aether Systems FireRMST"' S.0 8/1/2002 Page 22 of 29 Aether Systems FireRMST M 5.0 Statement of Work 9 Appendix A - Minimum Hardware Requirements All hardware is to be supplied by the customer. Aether Mobile Government concentrates on providing you with the best Fire Department Records Management System in the industry. Normally, we do not sell hardware, nor do we provide the technical expertise of installing, setting up, and managing networks. However, we have had many years of experience in helping our many clients resolve many of these issues. The Requirements listed below are recommendations based upon our experience in working with Aether Mobile Government clients and other technical specialists. Please consult with your own technical advisor(s) prior to implementing Aether Systems FireRMSTM 5.0 on your system to ensure that you have identified the configuration that is right for you. 9.1 Client Computers and Workstations Aether Systems FireRMSTM software "absolute minimum hardware requirements" require a Pentium processor with a minimum of 32 megabytes of RAM, a mouse, and a monitor capable of displaying at least 800 by 600 video resolution. The recommended workstation operating system is Windows 98, Windows NT4 (Service Pack 4 or 5, required), or Windows 2000. The computer should have a minimum of 200 megabytes free space on a local hard drive other than the boot drive, or 500 megabytes of free space on the boot drive (to allow for "paging file" and other windows files, to install the software, (free space on your boot drive is very important!). Each client will have a client instance of FireRMS 5.0 installed to the local workstation. 9.2 Printer Requirements Printers must support Windows 98 , 2000, or Windows NT. 9.3 Network Operating System Aether Systems FireRMSTM 5.0 is multi -user and runs under either Microsoft Windows 2000, Microsoft Windows NT 4 (Service Pack 4 or 5) or Novell 4.X network operating systems. To run Aether Systems FireRMSTM 5.0 under a Novell 4.X operating system, you will need to supply an additional server running Microsoft Windows 2000 or NT attached to your network. Aether Mobile Government does not support running RMS 5.0 under `peer -to -peer' network operating systems such as Lantastic or Windows 95/98 workgroup (resource sharing) networking operating systems. Aether Systems FireRMST"' S.0 8/1/2002 Page 23 of 29 Aether Systems FireRMST M 5.0 Statement of Work 9.4 FireRMSTM 5.0 Data Server A minimum of one database server is required for this proposal. Optionally, a Data Warehouse Server may be used for ad -hoc reporting and queries. For running Microsoft SQL Server 7.0 or SQL Server 2000 (the RMS 5.0 Database), your network must have a dedicated FireRMSTM 5.0 Data Server. The Server should not be a PDC or BDC and should be a dedicated "Database Server ". The FireRMSTM 5.0 Data Server should have a minimum of 2.5 GB of usable disk space for the Operating System, SQL Server, and Database installation, with an ability to maintain a minimum of 250Mb of free space on the Boot Drive at all times after installation (500 prior to SQL7). The FireRMSTM Data Server should have a minimum of 512 megabytes of RAM per CPU and use at least a PIII - 300MHz processor. Multi- processor Pentium servers are supported as long as the hardware has been tested and approved by the manufacturer for use with Microsoft Windows 2000 or NT4 in multi - processor mode. Hard Disk capacity should be consistent with the total record storage requirement of the department, estimating 1 Gigabyte of storage space per 20,000 alarms. Seriously consider "hot - swappable" RAID devices and redundant file servers for more efficient and effective data security. The server should have a CD ROM and tape back -up drive and software correctly configured for the Operating System. Network Topology should be Ethernet and the transport protocol should be TCP /IP. 9.5 SMS Application Server An SMS application server is required if SMS is being used for multiple purposes. If SMS is being used merely for CAD Link, then SMS may be run on the FireRMS data server. If SMS is being used additionally for other interfaces such as PDSI or Cerulean Packet Cluster Rescue, an SMS application server is required. The SMS application server should have a minimum of 2.5 GB of usable disk space for SMS, data files, and cache files. The server should have a minimum of 128 MB RAM per processor, the more instances of SMS running, the more RAM required. This server should have an Intel Pentium PIII processor or higher (PIII 30OMHZ minimum, recommended). Multi- processor Pentium servers are supported as long as the hardware has been tested and approved by the manufacturer for use with Microsoft Windows 2000 or NT4 in multi - processor mode. This server must have a network card with a TCP /IP connection to the FireRMS Database Server(s) and any other interface servers. The server should have a CD ROM and tape back -up drive and software correctly configured for the Operating System. Network Topology should be Ethernet and the transport protocol should be TCP /IP. Aether Systems FireRMST"' S.0 8/1/2002 Page 24 of 29 Aether Systems FireRMST M 5.0 Statement of Work 9.6 Remote Fire Station Access Remote Fire Station access to FireRMSTM requires a properly engineered Technology /Software Solution. Aether Systems FireRMSTM supports properly engineered remote fire stations being connected via a WAN. In order to ensure adequate performance, the technology of a WAN connection requires active participation of the Clients Network System Administrator. • Ideally, the largest bandwidth possible must be used to connect to the RMS Server. This means fractional T -1 (256kbs or better). Obviously, with a Fiber Backbone (or Cable TV backbone) that supports l Ombps or higher the system will operate similarly to a system on a local area network. • If low- bandwidth is the only option, then you must deploy a solution involving an "Application Server ". An example of an Application Server approach is Microsoft Windows Terminal Server and Citrix's MetaFrame product. This product is a Windows 2000 NT based product that runs in a Thin - Client /Server mode. Programs are run on the server and client software is employed to provide workstation access via dial -up or direct connection. Please consult with your network administrator and an authorized Citrix reseller about configuration and use of Citrix. While each installation is different, the following "Rule -of- Thumb" can be used as a starting point. Aether Mobile Government does not warrant performance at this bandwidth, but requires the customer to benchmark performance using his or her own network technicians. • For SQL Server Database versions, the minimum recommended throughput is 56kbps for the Aether Systems FireRMSTM application, per workstation. If you have other applications running (e.g. Groupware, Exchange, etc.) additional bandwidth is required. All hardware must meet the minimum requirements for the Microsoft Windows Operating System as published by Microsoft. Aether Systems FireRMST"' 5.0 8/1/2002 Page 25 of 29 Aether Systems FireRMST M 5.0 Statement of Work 9.7 Recommended Database Server Requirements Minimum Hardware Requirements Example Utilizing HP Netserver LC 3 300 MHz Intel Pentium II Processor or better with 100 MHz bus Intel Pentium 11 Processor, 450 MHz with 100 MHz bus One 3.5 inch 1.44MB flexible disk drive One 3.5 inch 1.44MB flexible disk drive One CD -ROM drive One 24x Max CD -ROM SCSI based disk drive Front - accessible shelves which accept 4.2GB, 9.1GB and 18.2GB, 7200rm Ultra2 SCSI disk drives 10 /100 MB Network Card 3Com 10 /100 MB Network Card One Dedicated Keyboard Keyboard of your choice One Dedicated 17" Color Monitor 17" Monitor of your choice 9.8 Recommended SMS Application Server and Client Workstation Requirements Minimum Hardware Requirements Example Utilizing HP Kayak XA 450 300 MHz Intel Pentium II Processor or better with 100 MHz bus Intel Pentium III Processor, 450 MHz with 100 MHz bus One 3.5 inch 1.44MB flexible disk drive One 3.5 inch 1.44MB flexible disk drive One CD -ROM drive One 24x Max CD -ROM ATA or SCSI based disk drive 6.4 GB Ultra ATA/33 10 /100 MB Network Card 3Com 10 /100 MB Network Card One Dedicated Keyboard Keyboard of your choice One Dedicated 17" Color Monitor 17" Monitor of your choice One Dedicated V90 modem* US Robotics x2 modem Aether Systems FireRMST"' 5.0 8/1/2002 Page 26 of 29 Aether Systems FireRMST M 5.0 Statement of Work 9.9 RAM Recommendations FireRMSTM Database Server SMS Application Server and Client Microsoft Windows 2000 Server, Microsoft Workstation 512 MB RAM 256 MB RAM for Application Server or service pack 5 64 MB RAM for Clients 1 GB HDD capacity per 20,000 Incident Minimum of 2 GB HDD recommended Records Client WS can also run under Microsoft )AT Tape Backup System Windows 98, NT or 2000. • Dedicated modem is used by Aether Mobile Government personnel to access system remotely with pcAnywhere32 to perform maintenance and support. 10 Appendix B - Software Requirements The Primary Contractor or Integrator should provide system Software FireRMSTM Database Server SMS Application Server and Client WS Microsoft Windows 2000 Server, Microsoft Microsoft Windows 2000 Server, Windows NT Server 4.0 with service pack 4 Microsoft Windows NT Workstation or or service pack 5 Microsoft Windows NT Server 4.0 with service pack 4 or service pack 5. Client WS can also run under Microsoft Windows 98, NT or 2000. Microsoft SQL Server 2000 or SQL Server PCAnywhere32 Version 8.0 or above (for 7.0, with sufficient Client Access Licenses Application Server) in accordance with Microsoft Licensing requirements. 10.1 FireRMSTM Block Diagram The attached diagram is representative of a typical FireRMSTM installation and is included for illustrative purposes. Aether Systems FireRMSTm 5.0 8/1/2002 Page 27 of 29 Aether Systems FireRMST M 5.0 Statement of Work 11 Signature Page GILROY, CA FIRE DEPARTMENT Date: Printed Name and Title Signature AETHER SYSTEMS, INC., MOBILE GOVERNMENT DIVISION Date: Michael S. Mancuso, Corporate Vice President Aether Systems FireRMST'" 5.0 8/1/2002 Page 28 of 29 Aether Systems FireRMST M 5.0 Statement of Work Aether Systems FireRMS System Typical Block Diagram Each PC will have Aether Systems FireRMS 5.0 Client Software loaded and must have a TCP /IP connection to the FireRMS Database Server. Sam Elm Remote Workstation (56kbps n through -put minimum) , PC Workstation(s) WAN, Dial -up, Frame, etc. i — Mo PC Workstation(s) LAN Connection Additional Connections PC Workstation(s) Aether Systems FireRMS Database Server. Server Database. Client Software communicates with Server to process FireRMS functions. SMS communicates with Database via ODBC to integrate with third party software. EM A Aether Systems SMS Application Server. Communicates with CAD System - SMS Listener. Communicates with Database via ODBC - SMS Queue Processor. CAD System Sends (communicates) CAD Data to SMS Application Server via Aether Systems SMS API Notes: 1. This Block Diagram is representative, only. Actual configuration, design, and installation must be made by qualifed networking engineers before installation and implementation of Aether Systems FireRMS software. 2. All hardware must meet the minimum hardware recommendations. 3. Aether Systems is not responsible for the providsion of the hardware, configuration and /or programming of network infrastructure, including servers, clients, routers, switches, bridges, or any other ancillary systems that FireRMS may be interfaced with. 4. It is possible that the FireRMS Database Server and SMS Application Server can reside on the same machine. Consult your network engineer for further information. Copyright 2002, Aether Systems, Inc. - All Rights Reserved Aether Systems FireRMSTM S.0 8/1/2002 Page 29 of 29 Microsoft Windows Terminal Server - Citrix ', Metaframe Clients maybe run t from this thin - client/ server acrhitecture. EM A Aether Systems SMS Application Server. Communicates with CAD System - SMS Listener. Communicates with Database via ODBC - SMS Queue Processor. CAD System Sends (communicates) CAD Data to SMS Application Server via Aether Systems SMS API Notes: 1. This Block Diagram is representative, only. Actual configuration, design, and installation must be made by qualifed networking engineers before installation and implementation of Aether Systems FireRMS software. 2. All hardware must meet the minimum hardware recommendations. 3. Aether Systems is not responsible for the providsion of the hardware, configuration and /or programming of network infrastructure, including servers, clients, routers, switches, bridges, or any other ancillary systems that FireRMS may be interfaced with. 4. It is possible that the FireRMS Database Server and SMS Application Server can reside on the same machine. Consult your network engineer for further information. Copyright 2002, Aether Systems, Inc. - All Rights Reserved Aether Systems FireRMSTM S.0 8/1/2002 Page 29 of 29