Loading...
HomeMy WebLinkAboutDATARADIO CORPORATION - CONTRACT - CONTRACT - DATARADIO CORPORATION P541 MOBILE DISPATCH EQUIPMEcc aGRE M T and between and year set forth below by al and Y Corporation hereinafter referred to as the THIS AGREEMENT madeOand t.ORAenteDO a Municipay „ge eina Provider". THvice E CITY OF FORT COLLINS, TION, hereinafter referred to as and DATARADIO CORPORA `n JI N TH: expressed, it is agreed by City" obligations herein In consideration of the mutual covenants and oblig rdance eider agrees to provide services in response and between the parties hereto as follows: onse to That 1 eSPNICe3� The Service Pre provider's rasp ui ment" and the Service' consisting of five (5) Pages, ro osal p-541"Mobile Dispatch att shed hereto as Exhibit A with proposal P proposal, including the statement of work Agreement shall crated herein by this reference. performed Pursuant to this A9 and incorporated le. The services 10 be p 2. DI SAQ Sctle�. _ accordance with the Implementations Schedule attached hereto as Exhibit "B be performed in incorporated herein by this reference- consisting of one (1) page, and consisting execution of this 3. e �� � m nc m ni and Cor,_ 1 fiqon of erv�e Gays follow ings to e 19g6. Time is of the essence• pursuant to this Agreement shall pl initiated late, twithin seven time limit set forth above must be agreed upon in a writing signed by the Agreement. Services shall be completed no later than August 3 , Any extensions of the its obligations a is prevented in whole or in part from performing parties. negligence, then the 5 pelay. If either party or and its reasonable control and without its `evented by such cause. To by unforeseeable causes bey everthe Service Pro party so prevented shall be excused from whatever performance is P vider must provide written the extent that the performance is actually prevented, ondition within fifteen (15) days from the onset of such condition. Of such c notice to the City provided under this Agreement shall be effective when mailed, 6. Notes• All notices p postage Prepaid and sent to the following addresses: Service Provider. City: Dataradio Corporation City of Fort Collins, Purchasing 6160 Peachtree Dunwoody Rd. Suite C-200 PO Box 580 CO 80522 Atlanta, Georgia 30328 Fort Collins, 1 City of Fort Collins Mobil, "ata System 3.2.1.4 Install 7/8" heliax coaxial cable with connectors, pass-thru, mast, and two (2) grounding kits for the antenna. 3.2.1.5 Connect 7/8" coaxial cable to duplexer input if possible. If not, 1 /2" coax jumpers will be used as long as the jumpers are less than 100 feet long. 3.2.1.6 Connect coax jumpers from base Tx and Rx connections to duplexer inputs. 3.2.1.7 Program one (1) base station radio for correct Tx and Rx frequencies and for operating parameters as outlined in the appropriate DATARADio Radio Interface Bulletin (RIB). 3.2.1.8 Install one (1) DATARADio Base Station Data Link Controller (BDLC). 3.2.1.9 Connect the DATARADio BDLC to the appropriate base station radio with the appropriate interface cable. Set transmit, receive, and carrier sense levels on the BDLC. 3.2.1.10 Connect an RS-232 DCE crossover cable from the Customer -supplied Data Service Unit (DSU) to the BDLC. 3.3.1 Provide 20 Mobile Computer Terminal (MCT) installations for the Customer's vehicles by performing the following tasks: 3.3.1.1 Program 20 mobile radios for correct Tx and Rx frequencies and for operating parameters as detailed in the appropriate DATARADIo RIB. 3.3.1.2 Modify 20 mobile radios for operation with DATARADIo Mobile Radio Modems (MRMs) per the appropriate RIB. 3.3.1.3 Set transmit, receive, and carrier sense levels on the MRMs. Please note that once an MRM is coupled with a radio, the MRM must stay with that particular radio. 3.3.1.4 Program each MRM for Customer -specific parameters. 3.3.1.5 Install a mobile radio/MRM pair in each vehicle's trunk or as otherwise designated by the Customer. 3.3.1.6 Install radio power cables in each vehicle. 3.3.1.7 Run antenna cables in each vehicle and cut to length. 3.3.1.8 Install a mobile radio antenna in each vehicle. 3.3.1.9 Install a data cable from each MRM to each laptop computer. 3.3.1.10 Install a laptop mount in each vehicle. 3.3.1.11 Install a laptop computer in each vehicle. DGR4010* Ikg,9April%,m. A.g:\office,.j=e\ftoim\fk llN.pri1 City of Fort Collins Mobf ')ata System 3.4.1 Perform the following tasks at the host site: 3.4.1.2 Provide and install the DATARADIO MSC in a cabinet with 19" rack mounts. 3.4.1.3 Connect the Customer -supplied DSU to the appropriate serial port on the DATARADIO MSC. 3.5.1 Perform a system acceptance test to: 1) assure adequate coverage in the Customer service area, and 2) verify proper operation between DATARADIo equipment and the Customer's application interface. 3.5.2 Optimize DATARADIO equipment as necessary to maximize system performance based on results of system acceptance tests. • • �{ - • • • �� {i• . • • •• { 1• 3.6.1 Equipment listed on the attached quotation. 3.6.2 Manuals describing the use and maintenance of all DATARADIO-supplied equipment. 3.6.3 Complete documentation package for the Customer's system. This package will include system diagrams, interconnection drawings, parameter lists, and optimization procedures. MEMEL• • • : U q. 3.7.1 Provide on -site training for the Customer. 3.7.2 Provide a Vehicular Information Solutions (VIS) Training Manual for each classroom training participant. 4.0 Customer Responsibilities 4.1.1 Provide an asynchronous 9600 baud data circuit from the DATARADIO MSC to the tower site. The circuit should be full -duplex. The word length and parity should be 8, N,1. 4.1.2 Provide a location on the tower for the antenna. 4.1.3 Provide permanent type 110 VAC outlets for all DATARADIO-supplied equipment. 4.1.4 Provide access to the tower site for DATARADIO and installation personnel. 4.1.5 Provide adequate heating ventilation air conditioning (HVAC) environment for DOW /O' (k&9 AprA Wrev. A. 6:\affice\ju \frcoIIm\ftwIW.pn) City of Fort Collins Mobi' 7ata System DATARADIO equipment. The environmental specifications for the BDLC are: -30 C to +60 C; storage -40 C to 70 C. 4.1.6 Provide space on site for DATARADIO equipment. 4.2.1 Provide Customer vehicles for installation in a timely manner. 4.2.2 Designate the location(s) within the vehicles where the equipment is to be installed. 4.2.3 Define the equipment installation configuration for each type of vehicle to be installed. 4.2.4 Provide appropriate workplace for vehicle installations. �Wo . .,., 4.3.1 Provide a spreadsheet with the existing application message size and frequency to DATARADIO for evaluation. Each function must have its requirement for inbound and outbound character sizes. The frequency of each message type per hour must also be included. 4.3.2 Provide an asynchronous 9600 baud data circuit from the DATARADIO MSC to the tower site. The circuit should be full -duplex. The word length and parity should be 8, N,1. 4.3.3 Provide adequate heating ventilation air conditioning (HVAC) environment for DATARADIO equipment. The operating temperature for the MSC is 0 C to 60 C; the optimal operating temperature is 25 C. 4.3.4 Provide adequate space for the MSC. The MSC dimensions, including rack mount, are 19"(W) x 4.75"(K x 15.2"(D). 4.3.5 Provide separate 110 VAC power outlet for the MSC. 4.3.6 Provide cable required to provide a 10baseT connection to the Customer's message switch. 4.3.7 Connect the cable to the Customer's message switch. 4.3.8 Provide access to the host site for DATARADIO and installation personnel. CIO" fkg9 Apnl%, rev. A. q\Mfice\jvee\fk llm\f"Il .pri) City of Fort Collins Mobil- Data System 5.0 Agreement Price Details and Payment Terms Per contract. By: , 9—v�� &i�-- — Greg Jordan Manager, System Engineering ►� ;7Ti1Cold (kg9 April%, rev. A. g\office\jw \flcollm\Rc 1W.pn) Exhibit B Ft. Collins Implementations Schedule 10 Tnk I Maur Ord*rM*IW@r Equipment wail Wait reng 3 1 Walla VlaWk I I W"kg sister Iyhis v,na v vtoesto wai11 I -1vaeft'a yNi la ever la WMt16 MA If W." 17 W." is I Ta. east 2 AN Equipment Is Delivered 3 Pre-Installmilon Work 4 Ericsson Sands Mobile to Dalaradio 5 Mobile Evaluation for DBA 6 Interface/DBA Parameters Determined 7 Radio Returned to Sub oftlerface Details a Application Analysis 0 Bass Interface to Ericsson 10 Bass Station Installation 41 Trip #1 to FL Collins 12 BDLC Installed M BDLC Optimized i 14 BDLC to Dalafink is Install Training 16 Training Clan Hold lh 17 Mobile Tested Is Mobile -Base Link Test Is MSC w MSC InstalftProgramming 21 initial Link Test 22 Trip Report Trip Report Written so 24 Issues Documented and Resolved 2S Mobile Installs 26 Trip #2 to Ft. Collins I J V Coverage Test 28 Throughput Test U Trip Report 30 Coverage Results 31 Throughput Results 32 Coverage Map Generated 33 l"uss Documented and Resolved m Trip #3 to Ft. Collins I 35 Finish Any Previous Tasks -N MSC Training 37 Application Test 34 Trip Report 39 Throughput Results Issues Documented and Resolved 41 5ocumontatlon Package —i CorW1.Is Documentation Package a System Acceptance 4 3 0 Pap,1 Exhibit C DA7A:"AOIO CORPORATION 6160 PEACHTREE DUN WOODY RD.. SUITE C-200 ATIANTA. GEORGIA 30328 770 392 OOOZ FAX 770 392 9199 nor All quotations valid for 90 days unless otherwise noted. DATE: April 17, 1996 AIDS ATTENTION: Mr. Jim Hume City of Fort Collins Purchasing Division 256 West Mountain Avenue Fort Collins, Colorado 80521 ACCOUNT REPRESENTATIVE: Mark Oviatt NO.: 041196.01 (revision to 010596.02) F.O.B.: Shipping Point TERMS: Net 30 SHIPPED VIA: Best Way REF: Fort Collins This quote is subject to the attached terms and conditions of sale. ITEM _ QTY MODEL NUMBER DESCRIPTION` UNIT PRICE TOTAL PRICE 1 1 V96D7K-3A Turbo MRM Starter Kit, containing the $4,932.00 $4,932.00 following: A. DATARADIO Base Station Data Link Controller (BDLC-S3) with 3 Async RS-232 ports, full Mux/Demux capabilities and 110/220 VAC 50/60 Hz operation. The modem will operate at 9600 bits per second (bps) over the radio link. Interfaces with base station radio through a universal radio interface. Equipped with Forward Error Correction (FEC), privacy algorithm, DBA Protocol, and system expansion capabilities. Page 2 April 17, 1996 Quotation No. 041196.01 ITEM OTY MODEL NUMBER DESCRIPTION UNIT TOTAL PRICE PRICE B. DATARADIO Turbo MRM operating at 9600 bits per second (bps), is plug - compatible with "data ready' radios and a universal radio interface for older radios. 12 VDC operation that withstands cold cranking, low batteries, etc. Equipped with Forward Error Correction (FEC), privacy algorithm, DBA Protocol, and system expansion capabilities. C. BDLC base station radio connector cable D. MRM Test Adaptor, incorporating scope test point, jack power, test mode switches, loop -back switch, and jack for wall plug power supply. E. Base Modem Test RS-232 cable F. MRM Test 9-pin RS-232 cable G. One 3.5" Setup Program Disc H. Wall plug power supply for MRM "benchtop" operation I. RS-232 Breakout Box J. DB-9/25 Adaptor K. Rack Mount 2 20 96D7MR.vf DATARADtO 96+ Mobile Radio Modem $1,125.00 $22,500.00 3 1 CROM Base Modem Configuration ROM $250.00 $250.00 4 20 CC-05913-020 Mobile RS-232 Cables, 20 ft. $35.00 $700.00 5 1 SRL-420-HW Base Antenna, High Wind Rated $869.18 $869.18 6 1 Base Antenna Mounting Hardware and $1,034.91 $1,034.91 Cable 7 1 720-03060-000 BDLC to Leased Line DCE Cable 545.00 $45.00 8 1 NET7I' AC Surge Protection $65.26 $65.26 9 1 Q4220E 800 MHz Duplexer $888.93 $888.93 10 1 B2*2 Coax Jumpers for Duplexer $45.93 $45.93 11 1 Technical Support & Training (See 516,500.00 $16,500.00 Accompanying Statement of Work) Page 3 April 17, 1996 Quotation No. 041196.01 ITEM CITY MODEL NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 12 1 Project Management $4.125.00 $4,125.00 13 1 96D77B3RS DATARADIO Base Station Data Link Controller (BDLC) (Spare) $3,042.00 $3,042.00 14 1 CROM Configuration ROM for Spare BDLC $50.00 $50.00 15 1 Mobile & Base Installation by Ericsson (STI Mobile Communications) $23,122.06 $23,122.06 Total $78,170.27 THREE YEAR WARRANTY OPTION Ericsson 16 22 3 Year Extended Warranty on BDLC and MRMs $60.00 $1,320.00 1 2nd & 3rd Year on site parts & labor (Standard 1 Year Warranty) $7,362.96 $7,562.96 Total Extended Warranty $8,8S2.96 MULTI SITE CONTROLLER OPTION (MSC-L) 17 1 MSC8ti A MSC-L, 8 port, Local Area Network Version $42,980.00 $42,980.00 i MSCEW Extended Warranty for Year 2 $4,780.00 $4,780.00 1 Technical Support & Training (See Accompanying Statement of Work) $10,000.00 $10,000.00 Total MSC-L Option $37,760.00 MULTI SITE CONTROLLER (MSC) Extended Warranty and Maintenance (per annum) 1 MSCEW Extended Warranty, Annual Price $4,780.00 $4,780.00 1 NISCSO Enhanced Support Option (Includes up to 40 hours of telephone and dial -up support) $4,780.00 $4,780.00 Page 4 April 17, 1996 Quotation No. 041196.01 1 The above quotation is exclusive of applicable sales taxes and shipping cost. 2 Prices are valid only when entire quote is ordered. Partial orders from this quote will not be accepted. 3 Standard warranty for the BDLC and MRML is two years parts and labor at DATARAD10. 4 Ericsson will have spare mobile and base radios available if the City purchases Item 16, Three Year Warranty Option. 5 The Ericsson radios may be purchased from State Contract from Sandy Lugger, Ericsson, Denver, DATARADIO will only approve of the purchase of the radios from State Contract as long as all the options listed are purchased for each radio. ITEM pTy MODEL. NUMBER DESCRIPTION UNIT TOTAL PRICE PRICE MDX MOBILE RADIO OPTIONS 20 PM82SM MDX MARC VE 800 MHz, 25W 20 PMCD7Z External Option Cable 20 PMZVl5S Remote Mount Kit 20 PMZDIC Delete Standard Mic 20 PMANN 1R Antenna TNC Roof Mount MASTR III BASE RADIO OPTIONS 1 SXZVI02 MASTR 111800 MHz 10OW 1 SXZB3F DC Remote/Repeater Option 1 SXAP3K Multirack Option 1 SXMC3B Service Microphone 1 SXZB3N 120VAC to 230V Page 5 April 17, 1996 Quotation No. 041196.01 ITEM OTy MODEL NUMBER DESCRIPTION UNIT PRICE TOTAL PRICE 6 The DATARADIO Mobile Radio Modems (Item 2, Part No. 96D7MRM) will be reduced in price to $937.50 each if a Purchase Order for 100 ore more units is issued to DATARAD10 with a staggered delivery schedule not to exceed 12 months. Mark Oviatt Area Manager, Public Safety 7. Contract Sum, The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, the sum of One Hundred. Forty -Nine Thousand, Five Hundred and Ninety -Three Dollars ($149 . [Option Cost Breakdown is attached Exhibit "VI S. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 9. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Providers compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The,City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. See paragraph 19, Special Provisions 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. K EXHIBIT D INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement" "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. Employers Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. 15. Bindinc Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit D, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City s Director of Purchasing and Risk Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Entire Agreement, This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. ,Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are: a. The City will provide the data path from the Horsetooth antenna site City Hall East, 300 W. Laporte Ave. b. The City shall pay for the necessary PRC CAD upgrade necessary to accomodate the Dataradio Mobile Dispatch system. Dataradio shall provide the City and PRC information and assistance as needed to complete the upgrade. C. Dataradio Terms and Conditions of Sale (As Amended for this Agreement): 3 1. TERMS AND PRICES Goods will be billed as shipments are made, and payment is due within thirty (30) days from date of invoice, unless stated otherwise in this document. Payment will be due and payable based on the percentage of completion of the goods, should shipment be delayed by the Purchaser. Any goods held for the Purchaser shall be at the Purchaser's risk and expense. If transportation charges from the point of origin of the shipment to a designated point are included in the prices herein named: (a) any changes in such transportation charges shall be for the account of the Purchaser, and (b) except as otherwise stated, DATARADIO Shall not be responsible for switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefor, unless such charges are included in the applicable tariff freight rate from shipping point to the designated point. 2. TITLE TO AND SECURITY INTEREST IN GOODS Until DATARADIo has received full payment for the goods, DATARADIo shall retain title to and a purchase money security interest in the goods, and the goods shall remain personal property regardless of the manner of their attachment to any other property. The Purchaser shall perform all acts and execute and deliver all documents that DATARADIO may reasonably request to perfect and retain such purchase money security interest. 3. SERVICE CHARGE A monthly service charge of 2% of the portion of the invoice that remains unpaid for more than 60 days or its due date, as the case may be, shall be charged. 4. COVERAGE, INTERFERENCE, AND THIRD PARTY FACILITIES 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 or disruption of service caused by operation of other radio systems or by natural phenomena or by motor ignition or other interference over which there is no reasonable control. In the event that Purchaser 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. 4 5. LIMITED WARRANTY DATARADio Inc. warrants to the original Purchaser only that each of DATARADIo's hardware Products, and all components thereof, will be free from defects in materials and/or workmanship for a period of thirty (30) months from the date of delivery or twenty-four (24) months from installation, whichever occurs first. The original Purchaser may not assign this Warranty. In the event of malfunction or other indication of failure attributable directly to faulty workmanship or materials, DATARADIo will, at its option, repair or replace the defective Products or components to whatever extent it shall deem necessary to restore the Product or component to proper operating condition, provided that the Purchaser sends with the defective Product proof of the date of purchase (or installation) of the Product. DATARADIO may replace the defective Product with a new or, if Purchaser approves, with a remanufactured functionally equivalent Product. Before returning a Product for repair, the Purchaser must call DATARAD10 for a Return Authorization Number. This number, the Purchaser's mailing address, and telephone number should be included when the Product is returned to DATARADIo at: USA: DATARADio Corporation 6160 Peachtree Dunwoody Road, Suite C•200 Atlanta, Georgia 30328 Tel (770) 392-0002 Fax (770) 392-9199 During the Warranty period all labor and materials will be provided without charge. There shall be no Warranty for either parts or labor after expiration of the Warranty period. After the warranty period all units must be returned CIF (cost, insurance, freight) prepaid to DATARADio's loading dock. DATARADIo recommends that units be insured when shipped. Units returned without proof of date of purchase (or date of installation) or out of Warranty will be repaired or replaced at the option of DATARADio, and the Purchaser will be charged for parts and labor. DATARADio will return the Products to the customer after repair or replacement by the carrier and transportation method chosen by DATARADio to any specific destination within Canada or the United States of America (US). If the customer desires some specific form of conveyance, OR is located beyond the US or Canadian borders, then the customer must bear the cost of return shipment. The parties agree that the Purchaser's sole and exclusive remedy shall be for the repair or replacement of defective Products as provided herein. 5 This limited Warranty does not cover required preventive maintenance of Products, e.g., tuning, level setting, battery replacement, or are due to: (a) Maintenance, misuse, neglect, or any cause other than ordinary commercial or industrial application (b) Adjustment, repair, or modifications by anyone other than DATARADIo authorized personnel (c) Improper environment, excessive or inadequate heating or air conditioning, and electrical power failures, surges, or other irregularities (d) Any statement made about DATARADIds Products by salesmen, dealers, distributors, or agents, unless confirmed in writing by an officer of the company. EXCLUSION OF WARRANTIES: THE WARRANTY DESCRIBED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY EXPRESSLY EXCLUDED. (Some States or jurisdictions do not allow limitations on implied Warranties, so this limitation may not apply to you.) No action shall be brought for breach of Warranty after one year subsequent to the expiration of the express written Warranty. DATAwlo'S liability whether based on contract, text, Warranty, strict liability, or other theory shall not exceed the price of the Product whose defect or damage is the basis of the claim. Incidental and consequential damages caused by malfunction, defect, or otherwise and with respect to breach of this Warranty are not the responsibility of DATARADIo, and, to the extent permitted by law, are hereby excluded both for property and, to the extent not unconscionable, for personal injury damage. (Some States or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.) 6. PATENTS (a) DATARADIO warrants that the Products furnished hereunder and any part thereof shall be delivered free of a rightful claim of any thins party for infringement of any United States Patent. If notified promptly in writing and given authority, information, and assistance (at DATARADIO'S expense), DATARADio shall defend or may settle any suits or proceedings against Purchaser so far as based on a claimed infringement that breaches this Warranty. In case any such Product, or any part thereof, is in such suit held to constitute such an infringement and the use of said Product or part is enjoined, DATARADIO shall, at its expense and at its option, either procure for the Purchaser the right to continue using said Product or part, or replace same with a non -infringing Product, or modify same so it becomes non -infringing, or remove said Product and refund the purchase price (less reasonable depreciation for use) and any transportation costs separately paid by Purchaser. The foregoing states the entire liability of DATARADio for patent infringement by said Products or any part thereof. (b) The preceding paragraph shall not apply to any Product or part specified by Purchaser or manufactured to Purchasers design, or to the use of any Product furnished by DATARADio as a part of this transaction. As to any such Product, use or combination, DATARADIO assumes no liability whatsoever for patent infringement and Purchaser will hold DATARADio harmless against any infringement claims arising therefrom. 7. DELIVERY AND RISK OF LOSS Shipping dates are approximate and are based upon prompt receipt of all necessary information. Delivery will be F.O.B. destination to Purchaser with freight charges prepaid and allowed. a. RESTOCKING CHARGE Equipment and parts manufactured by DATARADIo and returned to DATARADio for credit will be subject to a restocking fee based on the equipment's and part's condition, as determined by inspection by DATARADio, when received by DATARADIO. The minimum fee shall be no less than 10% of the purchase price, excluding shipping charges and taxes. A Return Authorization Number will be required as detailed in Article 7 hereof. Equipment and accessory items to be returned that were not manufactured by DATARADio will be subject to the restocking policy of the manufacturer thereof. 9. GENERAL (a) Neither DATARADio nor any of its employees is an agent or representative of the Purchaser and the Purchaser is solely responsible for obtaining any required authorizations from the Federal Communications Commission or any other relevant governmental agency, body, or commission and for compliance therewith. (b) DATARADio shall comply with all laws applicable to its performance of the resulting order. 7 CITY OF FORT COLLINS, COLORADO a municipal corporation By: James B. O'Neill II, CPPO Director of Purchasing and Risk Management Dater . Z � I ATTEST: k24 �Mti ity Clerk AEVED,A� TQ FORM: Assistant City Attorney ATTEST: CORPO E SEC ETARY DAT ORATION PRINT NAME CORPORATE PRg ENT OR VICE PRESIDENT Date: 6_ (Corporate Seal) 8 Exhibit A City of Fort Collins MobP ')ata System STATEMENT OF WORK FOR CITY OF FORT COLLINS, COLORADO 1.0 Introduction 1.1 This Statement of Work outlines the materials and services that DATARAD10 will provide to the City of Fort Collins ("Customer") regarding the implementation of its Mobile Data Sub -system. 2.0 Performance Period 2.1 Performance shall begin upon the effective date of an agreement, and continue through the implementation and warranty periods of the Customer's Mobile Data Sub -system. Implementation shall be scheduled in accordance with a mutually agreeable plan to be prepared by DATARAD10 and the Customer. 3.0 DATARADio Responsibilities 3.1.1 Perform a channel throughput analysis to determine the channel capacity needed to meet the Customer's loading requirements. 3.1.2 Analyze the Customer's existing application traffic to determine the proper parameters for DATARADio's Dynamic Bandwidth Allocation (DBA) protocol. Make recommendations to the application vendor to optimize the message sizes for the DBA protocol. 3.1.3 Evaluate base and mobile radio equipment to determine the appropriate DBA parameter set. 3.1.4 Perform RF coverage studies to determine the number of radio sites required to provide reliable communications throughout the Customer's service area. 3.1.5 Program and optimize the DATARAD10 Multi -Site Controller (MSC). 3.2 Base Site Installation 3.2.1 Outfit one (1) base channel for data at the Customer's base site by performing the following tasks: 3.2.1.1 Install and optimize one (1) base/repeater radio per manufacturer's specifications. 3.2.1.2 Install one (1) base station antenna. 3.2.1.3 Install and optimize one (1) duplexer. rk4%RADIO' ft 9 April 96, rev. A, g\ofHm\. Vb.Lho\f c H.3.pri)