Loading...
HomeMy WebLinkAboutAether Systems (2002) ~. ,..., . ~ ., (-G~ œ..é.L ýnH~i~ Aether Mobile Government Division, hereby grants the licensee a nonexclusive, nontransferable license to use the Sunpro Fire Service Software and related materials subject to the following' provisions: 1 Definitions 1.1 "Product and Software" means the computer software and services purchased pursuant to this Agreement, and any related documentation, whether in printed or machine readable form, which documentation Aether Systems, Inc. makes generally available to its customers. Product does not include third-party software and database products purchased from Aether Systems, Inc. (Le. Crystal Reports, Microsoft SOL Server, etc.). Product and Software are identified in Appendix A- Licensee Registration. 1.2 "Updates" mean maintenance releases (Le. software error corrections) to Product, which Aether Systems, Inc. provides without charge to maintenance customers. 1.3 "Delivery Date" means that date on which the Product is shipped FOB shipping point. 1.4 "License Period" means the term of this Agreement. 1.5 "Maintenance Period" means the term for which the Annual Maintenance Fee has been paid. 1.6 "Contract Signing" means the date on which this license agreement is signed by the client. 1.7 "Licensee": This Software License is by and between Aether Systems, Inc. and 1.8 "Client" means the department or departments that are licensed to use the Product and Software identified in this agreement. 2 Grant of Non-Exclusive License. Subject to the provisions of this agreement, Aether Systems, Inc. hereby grants Client a non-exclusive, nontransferable, perpetual license to use and execute the Product in object code form for Client's own internal operations, including the merging of the Product and any Updates into other programs for Client's own use, provided that any portion of the Product so merged shall be subject to the terms of this Agreement. 2.1 Limitations 2.1.1 Copies: Client shall be entitled to make copies of the Product and any Updates for backup, disaster recovery, archival, training and test purposes only. Any copy made shall be subject to the terms and conditions of this Agreement, including Section 5.2 herein, and any other agreements executed by and between Client and Aether Systems, Inc. 2.1.2 Export Control Act: Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendment thereto, and with all relevant regulations of the Office of Export Administration, U.S. Department of Commerce. 3 Maintenance and Support. 3.1 Aether will provide client with ongoing Support and Maintenance services during the Maintenance Period for Product and Software listed in Appendix A, pursuant to the terms set forth in this License, Maintenance, and Software Support Agreement. Such services shall include: Sunpro@ FireRMSTM5.0 3/28/2002 Page 1 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 Q()(LCllnnrn 1 L - . , ' 3.1.1 Telephone Support. Aether will provide toll free telephone support service for a minimum of 11 hours per day, five days per week, on the use of the Product and assistance in error isolation and correction, as more fully described in Addendum B to this Agreement; 3.1.2 Software Error Correction. Upon discovery of software errors, client will first follow the error procedures specified in Aether Systems, Inc. documentation. If these procedures do not correct the software error, client shall immediately notify Aether Systems, Inc. to the guidelines set forth in Addendum B. Aether Systems, Inc. shall attempt to reproduce and verify the error and, if so verified, will correct the software error in accordance with Addendum B. If Aether Systems Inc. is unable to reproduce the software error, Aether Systems, Inc. personnel may travel (at Aether Systems, Inc.'s option) to client to reproduce and correct the error. If the reported problem is determined to be an equipment or third party software problem or otherwise not attributable to the Aether Systems, Inc. software, client shall pay Aether's travel expenses incident to the on- site visit, and Aether's hourly labor rate at the then-current rate for software support and consulting, subject to CLIENT's approved budgeting and appropriation for such expenditures. If the software error is attributed to Aether software Aether shall be responsible for all costs incurred in the correction of the error. 3.1.3 Prompt investigation and resolution of any errors, defects or other problems reported to Aether; §ETHER 3.1.4 Updates to the Product, as they become available. Unless otherwise indicated, product updates will be available to the CLIENT as downloads from the Aether Web Server on the Internet. 3.1.5 Equipment, Third-Party Software and Third Party Products. Equipment, Third-Party Software and Third Party Products acquired under this Agreement or from Aether are warranted by the manufacturers or licensors thereof. Such warranties as are granted to Aether shall be passed through to Client. Other such warranties will be granted directly to Client. If, during the warranty period for an item of Equipment, Third-Party Software or Third Party Products, Client determines that such items do not perform as warranted, Client may contact Aether using the procedures described in Addendum 1. Aether shall provide reasonable assistance to Client in trouble- shooting the reported problem and in assisting Client in making claims under the above described third party warranties. Notwithstanding the above, Aether makes no warranties, express or implied, with respect to such Equipment, Third-Party Software or Third Party Products except that, during the Warranty Period specified herein, the Aether Software shall be compatible therewith (Le., shall communicate, share data and otherwise work together with such items without additional software or hardware not specified in this Agreement) when used and maintained as specified or instructed by Aether. 3.2 Termination of Support and Maintenance Obliqations 3.2.1 Aether's maintenance and support obligations hereunder shall terminate on the first anniversary (as defined in section 4.2 below) and thereafter on subsequent anniversaries, unless CLIENT elects to purchase additional support by payment of the Annual Support and Maintenance Fee (as specified in section 4 below) 3.2.2 Aether's maintenance and support obligations hereunder shall terminate automatically upon the modification of the Product excluding related documentation (or any portion thereof) by CLIENT, provided however, that this provision does not suggest or imply that CLIENT possesses the right to modify the Product. 3.3 Obliqations bv CLIENT's With Respect to Maintenance 3.3.1 CLIENT agrees to limit Support and Maintenance calls to Aether to two named contacts, one primary and one secondary. CLIENT will provide these names to Aether during installation. CLIENT may modify contact names every six months or as agreed to by Aether. Sunpro@ FireRMSTM 5.0 3/28/2002 Page 2 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L >,>' " 3.3.2 For Remote Access Telephone support, CLIENT will provide Aether with 24 hour dial - up computer access to the Product for problem investigation, analysis and other maintenance needs. Aether agrees to inform CLIENT of the nature of its dial up activities and obtain CLIENT approval prior to each access. §~TH~' 3.4 Effect of Termination of Maintenance and Support Obliqations. In the event that Aether maintenance and support obligations are terminated in accordance with the terms and conditions of the Agreement, CLIENT shall have no further rights to Updates or support for the Product. 4. Payments 4.1. License Fee. CLIENT agrees to pay Aether the License Fee set forth in APPENDIX A - Licensee Registration. 4.2. Payment Terms: 30% upon signing contract, 25% upon completion of Phase 1,11, 25% upon completion of Phase III, 20% upon completion of Phase IV. 4.3. Maintenance and Software Support. The initial Annual Maintenance and Software Support fee as set forth in APPENDIX A is in addition to the License Fee, is due and payable at delivery of the software to the client, and is prorated to an anniversary date of either January 1 st or July 1 st. Thereafter, on or before the anniversary date, the Client may purchase, at the then current rates, additional Maintenance and Software Support. If Client 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. 4.4. Late Charqes. Payments will be considered overdue after 30 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. 4.5. Taxes. Any sales, use, value-added or other taxes arising from transactions made in connection with or pursuant to this Agreement (other than taxes based upon Aether), shall be borne by the client. 5. Ownership 5.1. Ownership bv Aether- Aether shall retain all proprietary and intellectual property rights in the Product. The license granted to client herein does not convey any rights of ownership in and to the Products. All right, title and interest in the Products and in any idea, know-how and programs which may be developed by Aether in the course of providing any technical services, including any updates, enhancements or modifications made to the Product, shall at all times remain the property of Aether. 5.2. Intellectual Propertv Riqhts Notices. CLIENT shall reproduce Aether's proprietary rights notice(s) on any archival and backup copies of the Product made. 6. Confidential Information 6.1 Nondisclosure. Each party agrees that it will not knowingly disclose to any third party any Confidential Information belonging to the other party and will prevent the unauthorized disclosure of such Confidential Information. In no event will any party use less care to maintain the Confidential Information of the other party than it uses to maintain its own Confidential Information. 6.2 Confidential Information. Confidential Information may include (but is not limited to) information concerning business methods, business plans, concepts, and test results, including the results of any Sunpro@ FireRMSTM5.0 3/2812002 Page 3 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L - ' ~AETHER evaluation of the Product(s). Confidential Information specifically includes CLIENT's patient,/ donor and test results data. CLIENT acknowledges that Product and any Updates contain valuable trade secrets and CLIENT agrees to treat the Products as Confidential Information of Aether. 6.2.1. Confidential Information does not include information which is or becomes publicly available through no act or omission of the other party; ii information of a party, which that party discloses to a third party without restriction on disclosure; iii information which is independently developed; or iv information which is previously known to the receiving party without nondisclosure obligations. 6.3 Survival of Obliqation. The nondisclosure obligations set forth herein shall survive the expiration or termination of this Agreement. 6.4 Verification. CLIENT agrees to maintain appropriate records of the number and location of all copies or partial copies of the Products that may be made for CLIENT's internal use (including test, archival and backup copies). On Aether's reasonable request, CLIENT shall furnish Aether with a list of the location, tyþe and serial number of any and all computers on which the Product is installed and of the location and usage of all copies made by CLIENT. 7 Indemnity 7.1 Indemnity bv Aether. Aether represents and warrants that it has the right and authority to enter into and to grant the rights described in this Agreement. Aether will defend, indemnify, and/or settle at its own expense any action brought against the CLIENT, its trustees, officers, agents and employees to the extent that such action is based on a claim that the Product infringes any patent, trade secret or copyright of any third party enforceable in the United States, provided that: 7.1.1. Aether is promptly notified in writing of the claim; 7.1.2. Aether has sole control of the defense and of any negotiations for its settlement; 7.1.3. CLIENT provides Aether with reasonable assistance, information and authority necessary for Aether to conduct a defense or to negotiate a settlement; 7.1.4. such claim does not arise from the use of a superseded or modified release of the Product; 7.1.5. should the Products become, or in Aether's opinion be likely to become, the subject of any such claim of infringement, then CLIENT will permit Aether, at Aether's option and expense, either to procure for CLIENT the right to continue using the Products or to replace or modify the Products or portion thereof to be non infringing with substantially the same functionality. This section states Aether's entire liability for infringement or alleged infringement of copyright, patent or trade secrets by the Product. 7.2 Indemnitv bv CLIENT. CLIENT will defend or settle, at it's own expense, any action brought against Aether to the extent that it is based on a claim that any of the CLIENT's internally developed software incorporating and/or utilizing the Product infringes any patent, copyright, or trade secret right of any third party enforceable in the United States, provided that: Sunpro@ FireRMSTM5.0 3/28/2002 Page 4 of 15+ Aethet Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L J' §AETHER 7.2.1. CLIENT is promptly notified in writing of the claim; 7.2.2. CLIENT has sole control of the defense of the claim and of any negotiations for settlement of the claim; 7.2.3. Aether provides CLIENT with reasonable assistance, information, and authority to perform the above. This section states CLIENT's entire liability for infringement or alleged infringement of patent, copyright or trade secrets by CLIENT's internally developed software incorporating and/or utilizing the Product. 8 Warranty and Disclaimers of Warranty 8.1 Warranty. Aether warrants that, when delivered, the Product will operate substantially in accordance with published documentation when operated in the intended hardware and operating system environment, including the user guides and documentation provided with the Product. These warranties and Aether's maintenance obligations shall not apply if errors or problems result from CLIENT's negligence or improper use of the Product. Except as otherwise set forth in this Agreement, Aether does not warrant that the product will operate without interruption or be free of errors. 8.2 Limitation of Remedv. For any breach of warranty set forth in Section 8.1 above, CLI ENT's exclusive remedy and Aether's entire liability shall be limited to the correction or replacement, as soon as possible, of any Product, Product part, media or service which Aether determines will remedy the operating problem; provided, however, that if Aether is unable to repair, correct or replace the Product within 90 days of receiving notice of the problem, CLIENT may seek any and all other remedies available to it under any of its agreements with Aether. 8.3 Disclaimer of Warranty. EXCEPT AS SET FORTH IN THE IMPLEMENTATION AGREEMENT, THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS. 8.4 Allocation of Risks. Section 8 of this Agreement allocates the risks under this Agreement. Aether's pricing reflects the allocation of risk and limitations of liability set forth herein. 8.5 Except as otherwise provided in this Agreement or an agreed upon Statement of Work, Aether shall not be liable for indirect, special, cover, reliance, incidental, or consequential damages (including loss of anticipated revenue or loss resulting from business disruption), even if Aether has been advised of the possibility of such damages. Aether's liability for direct damages hereunder shall in no event exceed the amounts received by Aether as the license fee. 8.6 Aether further represents and warrants that the Aether Software, including Updates thereto, shall be Year 2000 Compliant. For purposes of this Agreement, the term "Year 2000 Compliant" means, with respect to the Aether Software, that the Aether Software accurately processes date/time data (including but not limited to calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations (as well as processes and procedures that are not date related but that may rely upon the results of date related processes or procedures in order to properly function), to the extent that other information technology, used in combination with the Aether Software being acquired, properly exchanges date/time data with it. Without limiting the generality of the foregoing, the Year 2000 representation and warranty given herein is subject to and conditional upon Client operating the most current version of the Aether Software made available to it, as well as Year 2000 Compliance of hardware, firmware, software, data and other facilities with which the Aether Software operates, interfaces or otherwise communicates. Aether makes no Year 2000 representations or warranties, express or implied, with Sunpro@FireRMSTM5.0 3/28/2002 Page 5 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L ." ' ~ETHE. respect to hardware, firmware, software, data or other facilities manufactured, developed and/or provided by third parties. 8.7 Aether further warrants and represents that the Aether Software does not contain any "back door", "time bomb", "Trojan horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended by Aether to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CAD System. (Nothing herein shall be deemed to constitute a warranty against viruses.) 8.8 The warranties provided in this Section 8.0 shall not apply and the Aether Software will be licensed AS IS for the period during which any of the following conditions occur: 8.8.1. Problems in the Aether Software are caused by modification of the Aether Software, Third Party Software or Equipment by Client or a third party whether or not permitted hereunder. 8.8.2. Problems in the Aether Software are caused by the Aether Software not being used in accordance with the Aether Documentation, or other instructions provided by Aether, or by misuse or neglect by Client or its assigns. 8.8.3. Problems in the Aether Software are caused by the Aether Software being used in conjunction with or to interface with any software not specified as compatible in the Aether Documentation. 8.8.4. Problems in the Aether Software are caused by equipment which does not meet the configuration requirements specified in Aether Recommended Hardware Specifications or by failure of Client to maintain the requirements listed in the Aether Recommended Hardware Specifications. 8.8.5. Problems in the Aether Software are caused by one or more computer viruses that have not been introduced into Client's system by Aether. Client is responsible for acquiring, maintaining, and using up to-date virus checking software, and is responsible for checking all software received from Aether or any other person or entity for viruses before introducing that software into any part of the RMS System. Upon special request by Client, Aether will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced from Aether, Aether will provide a virus-free copy of the software, and will, at its expense, reload RMS software (but not data) affected by the virus. Client shall be responsible for reloading its data and, to that end, shall practice recommended back-up procedures for the RMS system. 8.8.6. Problems in the Aether Software are caused by Third-Party Software, including but not limited to operating system software. 8.8.7. Problems in the Aether Software are caused by lack of Year 2000 Compliance of hardware, firmware, software, data or other facilities manufactured, developed and/or otherwise provided by third parties. 8.8.8. Except as provided below, problems caused by equipment or software provided by third parties with which the Aether Software interfaces, including but not limited to problems caused by changes in such equipment or software. If such changes occur which require modifications to the Aether Software, such modifications shall be subject to additional charges by Aether at its then current rates for engineering and technical support. 9 9.1 Term and Termination Term and Termination. The terms of this Agreement commence on the delivery date of this software and shall continue until terminated by the parties. Neither party may terminate this agreement unless for "cause." With respect to the performance of CLIENT, cause shall mean failure to make any payment due under this Agreement within 10 days after notice of nonpayment or any other material breach of the representations, warranties, covenants or agreements of CLIENT contained in this Agreement. With respect to the performance of Aether, cause shall mean a material breach of the representations, warranties, covenants or agreements contained in this agreement. Sunpro@ FireRMSTM5.0 3/28/2002 Page 6 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L p' . . §AETHER 9.2 Updates and Support after Termination. Upon the effective date of termination of this- Agreement, CLIENT shall have no further rights to Updates or support for the Product. 9.3 Survival of Obliqations. The following obligations will survive termination of this Agreement for any reason: 9.3.1. All obligations relating to nonuse and nondisclosure of confidential information; 9.3.2. All obligations relating to indemnification and protection of proprietary and intellectual rights; 9.3.3. All obligations to make payments of amounts that are or become due under this Agreement prior to termination. 9.4 No Damaqes Due to Termination. Neither party will be liable to the other for any damages, whether direct, indirect, incidental, consequential, or otherwise, as a result of terminating this Agreement in accordance with the terms and conditions herein. 10 Dispute Resolution. 10.1 The parties desire, if possible, to resolve disputes, controversies and claims ("Disputes") arising out of this Agreement without litigation. To that end at the written request of a party, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. The discussions shall be left to the discretion of the representatives. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in any action or proceeding arising under or concerning this Agreement without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in any such action or proceeding. 10.2 If the negotiations do not resolve the Dispute within sixty (60) days of the initial written request, the Dispute shall be submitted to non-binding mediation with a mediator chosen by mutual agreement of the parties or, in the absence of such agreement, with Judicial Dispute Resolution, LLC. 10.3 Each party shall bear its own cost of these dispute resolution procedures. The parties shall equally share the fees of the mediation and the mediator 11 Notice, Leaal Address. any written notice required by this Agreement shall be provided by first class mail, sent to the designated person at the following address: FOR CLIENT with a copy to: For Aether Systems, Inc., Mobile Government Division Mike Mancuso 300 Nickerson Rd Marlborough, MA 01752 12 Miscellaneous Provisions. Sunpro@FireRMSTM5.0 3/28/2002 Page 7 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L -' . . ' §AETHER 12.1 Asignment. Neither party may assign any rights or delegate any duties under this " Agreement without the prior written consent of the other party. Provided however that such consent shall not be unreasonably withheld. 12.2 Amendments. This Agreement and all Schedules attached hereto may be amended only by an instrument in writing executed by all the parties. 12.3 Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. 12.4 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. 12.5 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. 12.6 Time of Essence. Time is of the essence for each and every provision of this Agreement. 12.7 No third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement, any right or remedy of any nature whatsoever. 12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. 12.9 Headings. The headings used in the Agreement are solely for convenience of reference, are not part of this agreement, and are not to be considered in construing or interpreting this agreement. 12.10 Counterparts. This agreement may be executed by the parties in separate counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. 12.11 Ambiguity. This Agreement has been prepared and negotiations herewith have been conducted by the joint efforts of all parties, and the parties agree that any perceived ambiguity herein is not to be interpreted against any of the parties. 12.12 FORCE MAJEURE/EXCUSABLE DELAY Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from unforeseen circumstances or causes beyond the non-performing party's reasonable control, including but not limited to delay of carriers, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor if such fault arises out of causes beyond such subcontractor's control, acts of God, war, riot or insurrection, embargoes, acts of government, civil or military authorities, catastrophe, fire, floods, strikes, shortages of transportation, facilities fuel, energy, labor or material acts of a public enemy, or the actions or omissions of the other party or its officers, directors, employees, agents, contractors or elected officials and/or other similar occurrences beyond the non- performing party's reasonable control. In the event of such delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. By signing this Agreement, the parties acknowledge that they have read and agreed to the terms and conditions herein. Sunpro@ FireRMSTM 50 0 3/28/2002 Page 8 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunpro 1 L ". . Client . CI~ OF OSHKOSH R By. 0 ~~ '.hard A. Wo11angk . Approved as to Funding Avai1ability: --___~--a~-~------ Edward A. Nokes, City Comptroller ~ ~-ÿ -or~~j =- . uu ------ Sul/¡Jro@FireRMsnf5.0 3/28/2002 §AHH£R Aether Systems, Inc. 4~~ Page 9 of 15.J, Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunpro I §AETHER APPENDIX A LICENSEE REGISTRATION Note: Complete one for each fire department covered under this License, Maintenance, and Software Support Agreement. Sold To: Ship To: Bill To: (if sold to and bill to are different) PO# PO# PO# Name: Oshkosh Fire Dept Name: Name: Address: 101 Court St Address: Address: City Oshkosh City City: State/Zip: WI 54901 State/Zip: State/Zip: Phone: 920-236-5240 Phone: Phone: Fax: Fax: Fax: Email: Email: Emai/: Contact: Chief Tim Franz Contact: Contact: Aether Software Product Users License Fee Discount Extended Price FireRMS Enterprise Edition 7 sites $26,250.00 $ - $ - $ - $ - Third-Party Hardware, Software and Services - Product Users License Fee Discount Extended Price Project Management $14,400.00 Training/Technical Services $21,900.00 Travel Estimate $10,500.00 $ - $ - Annual Fee Product Users License Fee Discount Extended Price Annual Support FireRMS Enterprise 7 sites $5,250.00 $ - $ - $ - $ - Other Item Users License Fee Discount Extended Price $ - ... < . .. .... $ - Sunpro@ FireRMSTM5.0 3/28/2002 Page 10 of15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L --' . . §AETHER I Sunpro@FireRMSTM5.0 3/28/2002 Page 11 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L . . §AETHER Inventory of Fire Stations Station 10 # Address Computers Sunpro@ FireRMSTM 5.0 3/28/2002 Page 12 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunpro1 L ADDENDUM B §AETHER Aether SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES All Software Errors reported by CLIENT employees shall be resolved as set forth below. Initial response by Aether will be based upon the priority assigned by CLIENT's primary or secondary contact. Resolution response will be based upon the priority jointly agreed on by Aether and CLIENT. CLIENT shall specify a Primary and Secondary contact person at each RMS site who will be the focal point for all RMS activity. If CLIENT determines that a Software Error exists, CLIENT shall immediately notify Aether by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by Aether. The written report must be faxed to Aether at (509) 839-3942. Telephone notification will be made to Aether's support line at (800) Sunpro1 «800) 786-7761). "Normal Business Hours" are 7:00 a.m. through 6:00 p.m. (Pacific Standard Time), Monday through Friday, excluding holidays. The main support line will be answered either by an attendant or automated attendant at all hours. During Normal Business Hours, the attendant will ring the support department line. If a support representative is available, the call will be handled immediately. If all representatives are busy, the CLIENT employee will be given the option to leave a message or return to the receptionist. In the case of priority-one problems as noted below, the CLIENT employee shall alert the receptionist. All other problems may operate on a callback basis after leaving a message in the support voice mailbox. During Normal Business Hours, each trouble report will be assigned a software trouble report number. The number shall be used for all subsequent inquiries relating to the original Software Error report. CLIENT's subscribing to optional dial-in support shall provide Aether with a dedicated ISDN and a separate standard telephone data modem line in each area in which RMS Server or interface equipment is installed to enable Aether to access, diagnose, update or install a workaround to the system. CLIENT shall additionally provide a voice telephone line located in each such area to allow simultaneous voice and data access. At the time of execution of this Agreement, "Priority One" support as described in this addendum is not available on a 24-hour per day, 7-day per week basis. At such time as Aether implements "Priority One" support on a 24-hour per day, 7-day per week basis, CLIENT shall be entitled to the Priority One service as stated in this addendum. Until that time all telephonic support shall be consistent with those telephonic support services offered to any of its clients, but in no case less than Normal Business Hours. If the problem is not a Priority One issue, Aether will operate on a callback basis. If requested or so stipulated in the response time criteria below, an Aether representative will return the call in a manner consistent with the priority and order in which the call was received. CLIENT shall make every effort to respond to Aether in a timely fashion when requests are made to follow-up calls or additional documentation on the reported problem. Priorities are assigned as follows: Priority One Hours of Availability: Normal Business Hours Description: A critical software error, which severely impacts the ability of CLIENT to perform essential functions. Such Software Errors include: Sunpro@FireRMSTM500 ... Server lockup 3/2812002 Page 13 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol L ~ . Initial Response: Resolution Response: Notification: Priority Two Hours of Availability: Description: Initial Response: Resolution Response: Notification: Priority Three Hours of Availability: Description: Initial Response: Sunpro@FireRMSTM5.0 'Y Data corruption caused by Aether Software 'Y Inability to transfer Incident information from or to CAD. §AETHE Aether will respond with a call back within an average of thirty (30) minutes during Normal Business Hours. Aether will work continuously to provide CLIENT with a workaround solution or to completely resolve the problem. It is the responsibility of CLIENT to notify Aether of a Priority-One issue. Aether will update the CLIENT with the progress frequently during problem resolution, and provide a final report of system status, once the workaround has been provided, or the problem has been resolved. Normal Business Hours A non-critical Software Error, which prevents the CLIENT from performing a data entry or system administration function; or reporting errors and calculation problems. This does not include cosmetic, documentation, or reporting problems. These also do not include questions or inquiries regarding the operation of the software or its installation and training. Aether will respond with a call back within an average of two (2) hours during identified hours of availability. Aether will provide a workaround for CLIENT, when possible, within an average of twenty-four (24) hours. Aether will provide a problem resolution in the form of an Upgrade or modification to the Software in an upcoming Update. Aether will notify the CLIENT when a workaround has been provided, or the problem has been resolved. Aether will provide CLIENT a monthly list of outstanding and resolved issues showing all problems reported during the period, or unresolved as of the date of the report. Normal Business Hours All other software or documentation errors not described above. These include but are not limited to: 'Y Documentation inaccuracies 'Y Cosmetic issues 'Y Misspellings 'Y Questions or inquiries relating to Aether Software functionality, system administration or installation Aether will not respond to these items unless specifically requested to do so at the time of the request. If a reply is requested, Aether 3/28/2002 Page 14 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunpro 1 , ~ Resolution Response: Notification: Sunpro@ FireRMSTM 50 0 will respond within an average of twenty-four (24) hours during Normal Business Hours. Aether will correct documentation errors in upcoming releases of the documentation. Aether will notify the CLIENT when a workaround has been provided, or the problem has been resolved. Aether will provide CLIENT a monthly list of outstanding issues and resolutions showing all problems reported during the period or unresolved as of the date of the report. 3/28/2002 Page 15 of 15+ Aether Systems - Mobile Government Division 300 Nickerson Rd Marlborough, MA 01752 800-sunprol §AETHE ,. Sunpro@ FireRMSTM 5. 0 Statement of Work For Oshkosh Fire Department " Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 1 of 28 '" Sunpro@ FireRMSTM 5. 0 Statement of Work " 1 Overview................. ...... """""""""""""""""""""""""""""""""""".............0.. ....... ...0.... .... 4 ~ Sunpro@ FireRMSTM 500 Software ..........................................,...............................................5 ;2, Minimum Hardware Requirements.................................................................................. ........ 5 il Client Computers and Workstations....... ..0..................... """"""""""""""""""'" ..... .."... 5 . 3.2 Printer Requirements 0""............................................"""""""""'"...................................6 3.3 Network Operating System.............................................,..................................................6 304 FireRMSTM 5.0 Data Server................. ........ ............. .............................. ...... """""""""" 6 3 05 SMS Application Server............ ................................................................................. ....... 6 3.6 Remote Fire Station Access.. ............. "0............................. ........................................ ........ 7 3.7 Recommended Database Server Requirements ...............0.................................................9 3.8 Recommended SMS Application Server and Client Workstation Requirements .......0..... 9 3.9 RAM Recommendations ......................................,........................................................... 10 .1 Software Requirements """""""""""""""" """"""""""""""""""" ............................ ........ 10 4.1 FireRMSTM Block Diagram ...............0.... ......................................... ........ ...... ........... ....... 10 2 Project Methodology.. .......,......................... ..........,.. .......... """"""""'" .......... ....................,.. 12 D Introduction. ....... .................... ......................................................... ............... .0... .... ......... 12 5.1.1 Pre- Proj ect Assessment.. ..0.................................................... ......0.................. ........... 12 5.2 Project Methodology ................................................................................0....0........0........ 13 5.201 Project Organization/Responsibilities......................... ........ ......."........... """"""""" 14 5.2.1.1 Aether Mobile Government Project Manager """""""""""""""""""""""""" 14 5.2.1.2 Oshkosh Fire Department's Project Manager ...........................................0..""" 15 5.2.1.3 Oshkosh FireDepartment's System Administrator............................................ 15 5.2.1.4 Oshkosh Fire Department's Data Administrator................................................ 16 5.2.1.5 Oshkosh Fire Department's System Trainer.. ............. """"'" .......... ..."...... ....". 16 5.2.1.6 Oshkosh Fire Department's Subject Matter Experts (SME) """"""""""""""" 17 5.2.1.7 Oshkosh Fire Department's Network Administrator: ........................................ 17 5.2.1.8 Aether Mobile Government Technical Consultant ............................................18 5.2.1.9 Aether Mobile Government Training Specialist """""""""""""""'0"""""""" 18 5.2.1.10 Aether Mobile Government Interface Development Lead................o................ 18 5.2.1.11 Aether Mobile Government Product Development Lead ................0................. 18 5.3 Five-Phase Project Methodology..................................................................................... 19 5.3.1 Define Svstem - Phase I.. ............................ .......... ........ ............................... ........ ..... 19 503.1.1 Contract Approved ......... .................."............................ .... """"""""""'" """'" 19 5.3.1.2 Contract/Scope of Work Review...................................... ........ ............ .... .......... 19 5.3.1.3 Requirements Review with Client................. ................... ................ ..... ............. 20 5.3.1.4 Establish Project Baseline............... ............................ ............. .... ............ .......... 20 5.3.1.5 Finalize Proj ect Schedule............... ................................... ..................... ""'0""" 20 5 03 .1.6 Create Training Plan.. """"""""""""""""""""""""""""""'" ..... .......... .."0""" 20 5.3.2 Design System - Phase II .................................................................0....0"""",,"0""" 21 5 03.2.1 Create Acceptance Test Plan.................................................... ......... .............".. 21 503.3 Build System - Phase ill...o..................................................................o..................... 22 5.3.3.1 Pre-installation Requirements............................................... """"""""'" .......... 22 Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 2 of 28, ¿< Sunpro@ FireRMSTM 5. 0 Statement of Work Q 1 ~ 2 5.3.4 Deliver System - Phase IV ........................................................................................23 5.304.1' fustall Software................... .............. """"""""""""""""""""" ........................ 23 5.3.4.2 Training Facilities Preparation ....... ...........................".............. .."....... ......0....... 23 5.3.4.3 Execute Training Plan 0"""" .......0......................................................... .............. 24 5,3.4.4 Client Code Table Entry.............. """"'" ..0......................................................... 24 503.4.5 Execute System Acceptance Test Plan............................................................... 24 5.3.4.6 Ready for Live Operations """""""""""""""""""""""""""""""""""""""'" 25 5.3.5 Maintain System - Phase V ...........................:.....0..................................................... 26 Customer Responsibilities During Implementation and Training.......................................... 27 Assumptions ... ....0.. ........................ ...............................................................0................... ....0. 27 Additional Services................................................................................................................ 28 Sample Proiect Schedule .... .......,....................... ...... .......... ..... ................ .......... ....0................. 28 " Sunpro@FireRMSTM5.0 3/28/2002 Page 3 of 28 Sunpro@ FireRMSTM 5.0 Statement of Work 1 Overview This project involves the installation, implementation, configuration, and training of Sunpro@ FireRMSTM software and Aether Mobile Government services for the Client, in cooperation with Oshkosh 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 Oshkosh 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) ofthe 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 ä part of this proj ect. 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. . 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. Sunpro@FireRMSTM5,O 3/28/2002 Page 4 of 28 ;> Sunpro@ FireRMSTM 5. 0 Statement of Work 2 Sunpro@ FireRMSTM 5.0 Software This project will include delivery and installation of the then-current production version of Sunpro@ 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, 95,98, or 2000 Workstation clients. The following modules will be provided to the customer. . FireRMSTM 5.0 Enterprise Gold Edition Software, licensed for 7 facilities/fire stations for use by Oshkosh Fire Department. A 7-user license enables the client to operate FireRMS on a single server and up to a total of 7 (user) facilities. 3 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 industryo 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 Sunpro@ on your system to ensure that you have identified the configuration that is right for you. 3.1 Client Computers and Workstations " Sunpro@ 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 of200 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!)o Sunpro@ FireRMSTM 5.0 3/28/2002 Page 5 of 28 , Sunpro@ FireRMSTM 5. 0 Statement of Work Each client will have a client instance ofFireRMS 5.0 installed to the local workstation. 3.2 Printer Requirements Printers must support Windows 95, 98 ,2000, or Windows NT. 3.3 Network Operating System Sunpro@ RMS 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 Sunpro@ 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. 3.4 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 of2.5 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 FireRMßTM Data Server should have a minimum of512 megabytes of RAM per CPU and use at least a Pill - 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- swapp able" 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. 3.5 SMS Application Server Sunpro@FireRMSTM5.0 3/28/2002 Page 6 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work An SMS applìcation 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 servero If SMS is being used additionally for ~ther interfaces such as PDSI or Cerulean Packet Cluster Rescue, an SMS applìcation 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 PIll processor or higher (pIlI 300MHZ 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 serverso The server should have a CD ROM and tape back-up drive and software colTectly configured for the Operating System. Network Topology should be Ethernet and the transport protocol should be TCP/IP. 3.6 Remote Fire Station Access Remote Fire Station access to FireRMSTM requires a properly engineered Technology/Software Solution. SUNPRO@ FireRMSTM supports properly engineered remote fire stations being connected via a WAN. In order to ensure adequate perfonnance, 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 10mbps 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"o An example of an Application Server approach is Microsoft Windows Tenninal Server and Citrix's MetaFrame product. This product is a Windows 2000/NT based product that runs in a Thin-Clìent/Server mode. Programs are run on the server and client software is employed to provide workstation access via dial-up or direct connectiono 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 perfonnance at this bandwidth, but requires the customer to benchmark perfonnance using his or her own network technicians. . For SQL Server Database versions, the minimum recommended throughput is 56kbps for the Sunpro@ application, per workstation. If you have other applications running (e.g. Groupware, Exchange, etc.) additional bandwidth is required. Sunpro@ FireRMSTM 5.0 3/2812002 Page 7 of 28 Sunpro@ FireRMSTM 5.0 Statement of Work All hardware must meet the minimum requirements for the Microsoft Windows Operating System as published by Microsoft. , Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 8 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 3.7 Recommended Database Server Requirements Mi~J~ll!m:fJ#r;d",,~rêReql.lirel11en ts .. Example. Utilizing HPNetServer LC 3 ...30.0..... MH~JiJ.têl.Penti 1J,1p... II Processor o~bettefwitbJOO.MRz bijs ....... ..... ..... ... ... ...~~vl' 5,~~h 1 A4~~ fie ~ibl~di~~ .(inéCD~~OMdrive ... . .. SÇSI båseddiskdttye Intel Pentiumll Processor, 450 MHz with 100 MHz bus . . Onè24xMåx.CDÖoROM Front-åccessib Ie $bélv~s whkbaccept 4.2GB, 9;lGBand 18.2GB, 72ØOrm Dltra2 SCSI disk . drives 3ConI 101100:MBNetwork Card . . .. KeYlJoatd. ofyourch oice 17" Monitor of your choiCe . .. . 101100Nl:8 JNetwo rkC ard On~ Dedicated Keyboard . .. . One Dedicated 17" Color Monitor 3.8 Recommended SMS Application Server and Client Workstation Requirements . ~i#im\l11:Ì:a..ardw~re~equirelÍ1ents.. Example Utilizing HPKayak X4 450 300 MItz Intel Pentium II . Processor or better with 100MJIz bus . Ori~ J.5iJ:léh L44MB flexible. disk . <lrive . Oq~C])~RØMdriYe ... .. A'J:'A:orSCSlbased..dis}{drive lo/lOOMBNétWork Card . OneJ)edicatedK~Yboard One Dedieated 17"Color Monitor One Dedicated V90modein* Intel Pentium ill Processor, 450 MHz with 100 MHz bus One 3.5iilch 1.44MB flexible disk drive . . . . . One24xM~x CD-ROM: . 6AGBUltra A}'Al33 3Com 101100 MBNetworkCard Keyboard of your choice 17" Monitor of your choice US Robotics x2II1odem Sul1pro@ FireRMSTM 5.0 3/28/2002 Page 9 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 3.9 RAM Recommendations :FirèRl\ÍSTM DatabaseSërvêr SMS Applicatio.n Wo.rkstation SerVer and Client ..512.MR~. 256Mn~.for Application Server .64MBRAMl'o.rClients Minil)1uIDof2dGB HOD reco.mmended 4 Software Requirements The Primary Contractor or Integrator should provide system Software ..FirëRMS'I'~D åtäI>as êS e rye l' ... M~crosoftWin<low~ f()QOSerVër,l\!i~t()~()ft . WìJJ.,d()w~ NT$ê..ver4i QwithserviCe pack 4 otsërvìcepack 5 . .. SMSAlicatio.n Servera:ndClìenfWS Mìcr()~~~tWi:nøo.ws 2QQ'OServér., Mìcr()~oft '\VIñdow~ NTWQrkstation 0.1' Micro.so.ft Wind()ws NT Server 4,;0 with service pack 4 0.1' service pack 5. Client WScan also run under Microso.ft Windows 95, 98, NIo.r 200Q. . . PCAnýwhere32 Versio.n 8.00.1' abo.ve (fo.r AppUcationServer) Ntlçròso.ftSQL Sëtyër4QQOòr SQL. Serv~r 7.Q,With sufñcien~Clieþ.tAçèessLiceÌlses . iÌ1accord~ncew'ìthMìcr()sqftLicensing re .uiremeIits.. 4.1 FireRMSTM Block Diagram " The attached diagram is representative of a typical FireRMSTM installation and is included for illustrative purposes. Sunpro@ FireRMSTM 5. 0 3/2812002 Page 10 of28 Sunpro@ FireRMSTM 5. 0 Statement of Work Sunpro FireRMS System Typical Block Diagram Each PC will have Sunpro FireRMS 5.0 Client Software 10aded and must have a TCPIIP connection to the FireRMS Database Server. Remote Workstation (56kbps through-put recommended) PC Workstation(s) WAN, Dial-up, Frame, etc. ~ PC Workstation(s) LAN Connection Additional Connections PC Workstation(s) Sunpro 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. Microsoft Windows Terminal Server. Citrix Metaframe Clients may be run from this thin-clientl server acrhitecture. Sunpro 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 Sunpro SMS API ~~ ! 1. This Block Diagram is representative, only. Actual configuration, design, and installation must be made by qualifed networking engineers before installation and implementation of Sunpro FireRMS software. 2. All hardware must meet the minimum hardware recommendations specified in the RFP Response. 3. Sun pro 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 and the RFP response for further information. Copyright 2000, Sunpro, Inc. . All Rights Reserved Sun pro FireRMS 5.0 System Sunpro@ FireRMSTM 5. 0 Statement of Work 5 Project Methodology 5.1 Introduction Aether Mobile Government's success in managing system implementation projects like Oshkosh 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 Oshkosh 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 Sunpro@ 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 Sunpro@ FireRMS will meet Oshkosh 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 Sunpro@ FireRMS Software and Interfaces. This Scope of Work establishes the task descriptions and deliverables for the Oshkosh 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 Oshkosh Fire Department Sample Implementation Schedule. 5.1.1 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. Sunpro@FireRMSTM5.0 3/28/2002 Page 12 of28 Sunpro@ FireRMSTM 5.0 Statement of Work 5.2 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 perfonnance 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 Aetber Mobile Government Project Methodology 1. Contract Review 2. Requirements Analysis 3. Finalize Project Schedule 4. Create Training Schedule ,.. 1. Install Soflware 2. Execute Training Plan 3. System Acceptance Testing 4. Commence Live 0 perations Sunpro@FireRMSTM5.0 3/28/2002 Page 13 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.2.1 Project Organization/Responsibilities The responsibilities of the members of the project teams for each organization are described in the following sections. 5.2.1.1 . . ,- . . . . . . . Aether Mobile Government Project Manager Reviews the proposal and final contract internally and with the Oshkosh Fire Department's Project Manager Directs the project as the Aether Mobile Government contact and is responsible for project perfonnance from initiation to closure, which includes planning, organizing, managing, and controlling all aspects of the project to ensure that project tasks are perfonned according to the approved project schedule Coordinates the project kickoff between Oshkosh Fire Department and Aether Mobile Government Reviews the initial project schedule Conducts an initial post-contract site visit/evaluation/review Identifies any known items that may impact the availability of Oshkosh Fire Department resources during the project lifecycle Reviews interface requirements Reviews subcontractor commitments Resolves any discrepancies or conflicts Reviews initial proposed project infonnation and proposed deliverables to ensure compliance with final contracted project configuration Initiates project reporting and filing systems Establishes Oshkosh 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 Resolves training logistics considerations such as schedules and classroom resources Responds to Oshkosh Fire Department inquiries Obtains written Oshkosh Fire Department clarification of change requests for interfaces and other custom development before establishing a development schedule Monitors critical schedules such as custom development Processes requests for quotes Initiates requests for quotes Processes contract change orders . . . . . . . . . . . Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 14 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work . 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 . . . 5.2.1.2 Oshkosh Fire Department's Project Manager The Oshkosh 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 Oshkosh Fire Department's Project Manager should have the qualifications necessary to function in a project environment and support the following responsibilities: . Acts as the Oshkosh Fire Department's single point of contact for working with Aether Mobile Government Has sufficient authority and responsibility to make decisions on a day-to-day basis about the project Coordinates the activities of Oshkosh Fire Department personnel and resources Provides sufficient resources to implement the operational use ofthe system Secures contract change approvals as required . . . . 5.2.1.3 Oshkosh 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 Oshkosh 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 Sunpro@ FireRMSTM 5.0 3/28/2002 Page 15 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work . 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 fmills 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 . . . . . . . . 5.2.1.4 Oshkosh Fire Department's Data Administrator The Oshkosh 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. . 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. 5.2.1.5 Oshkosh Fire Department's System Trainer The Oshkosh 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. Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 16 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work The Oshkosh Fire Department's System Trainer should have the following qualifications: . Demonstrated skills in establishing and maintaining a positive classroom environment. Working knowledge ofthe general operations ofthe relevant Fire Service operational areas. . . Working knowledge ofthe Sunpro@ 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. . . . 5.2.1.6 Oshkosh 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 confonnance with infonnation 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 ofthe project. Because these people have been chosen to speak for their peers, they should be well respected and noted experts in their fields. 5.2.1.7 Oshkosh 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 NTl2000-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. Sunpro@FireRMSTM5.0 3/28/2002 Page 17 of28 Sunpro@ FireRMSTM 5. 0 Statement of Work . Experience in evaluating, reading and configuring baud rates, packet sizes and structures. 5.2.1.8 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 infonnal training, supporting cutover activities, and installing the System and related software. 5.2.1.9 Aether MobileGovernment 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. 5.2.1.10 Aether Mobile Government Interface Development Lead . Is responsible for development ofthe interface software related to system interfaces including testing, installation, and support when needed. 5.2.1.11 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 , Sunpro@ FireRMSTM 5.0 3/28/2002 Page 18 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3 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. 5.3.1 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 Oshkosh 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. 5.3.1.1 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. 5.3.1.2 Contract/Scope of Work Review The signed contract is reviewed by Aether Mobile Government and Oshkosh 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. . Sunpro@ FireRMSTM 5.0 3/28/2002 Page 19 of28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.1.3 Requirements Review with Client Upon completion of the Contract and/or SOW, Aether Mobile Government will meet with Oshkosh 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 Oshkosh Fire Department. 5.3.1.4 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 Oshkosh Fire Department pursuant to the project schedule. 5.3.1.5 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 Oshkosh 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. 5.3.1.6 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 Oshkosh 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. Sunpro@FireRMSTM5.0 3/28/2002 Page 20 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.2 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. 5.3.2.1 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 Oshkosh Fire Department. Deliverab les: . 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 Oshkosh Fire Department after a successful test. While the A TP is specific regarding system functionality and commands, the customer is free to use other means of testing as may be appropriate. , Sunpro@ FireRMSTM 5.0 3/28/2002 Page 21 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.3 Build System - Phase III During the Build System Phase, the project team perfonns development activities required to incorporate the enhancements to the FireRMS system functionality as specified and develops the specified interfaces including integration into FireRMS. Oshkosh 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 foIIowing sections: 5.3.3.1 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 Oshkosh Fire Department . SMS Application Server Installed (if applicable) by Oshkosh Fire Department .. FireRMS Application Server Installed (if used) by Oshkosh Fire Department " Sunpro@FireRMSTM5.0 3/28/2002 Page 22 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.4 Deliver System - Phase IV During the Deliver System Phase, the system is delivered, configured, and initially tested for correct operationo Interfaces are delivered and configured to operate with the existing systems. Data, specific to site operations, is loaded by key site personnel. 5.3.4.1 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. Deliverab les: . Software per contract BOM . Install and configure the FireRMSTM 5.0 databases on the FireRMSTM Server for the departments; . Approximately 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 SuppOli personnel must attend and will receive instruction on how to complete the process of installing the software at all remote sites. The Client Network Support personnel will be responsible for completing the configuration of workstations throughout the rest of the department. 5.3.4.2 Training Facilities Preparation This task represents the activities the Oshkosh 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 Oshkosh Fire Department Sunpro@ FireRMSTM 5.0 3/28/2002 Page 23 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.4.3 Execute Training Plan This task identifies the activities involved in the execution of the Training Plan. This Training Plan identifies the "core cuniculum" that has been agreed to by Aether Mobile Government and Oshkosh 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. 5.3.4.4 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. Deliverab les: . Code Table and Other Customizable Parameter Entry by Oshkosh Fire Department 5.3.4.5 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 Oshkosh Fire Department Sunpro@FireRMSTM5.0 3/28/2002 Page 24 of28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.4.6 Ready for Live Operations After Oshkosh Fire Department has accepted the system, Oshkosh 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. ,. Sunpro@ FireRMSTM 5.0 3/28/2002 Page 25 of 28 Sunpro@ FireRMSTM 5. 0 Statement of Work 5.3.5 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 Oshkosh 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 nonnally 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 Support 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. Sunpro@ FireRMSTM 5. 0 3/28/2002 Page 26 of 28 Sunpro@ FireRMSTM 5. 0 Statelnent of Work 6 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 perfonnance. . 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 fonn 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 confonn to the published Sunpro@ 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 perfonning 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 pennission schema. 7 Assumptions " . Aether Mobile Government assumes that Oshkosh Fire Department support personnel possess the knowledge and skills necessary to perfonn post-installation and day-to-day administration tasks as related to the Microsoft Windows NT-based network used in the FireRMS System. Sunpro@FireRMSTM5.0 3/28/2002 Page 27 of 28 , ' .. Sunpro@ FireRMSTM 5.0 Statement of Work 8 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). Off site 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. 9 Sample Project Schedule Attached is a sample FireRMS project schedule. ¡:¡.eTflCI2- ~Y6T~1YI5/:t)f/¿ ~~ Dated: 3/28/02 A APPROVED ~~-~ Debra Gauger, Dlrector ----- MIS Department Sunpro@FireRMSTM5.0 3/28/2002 Page 28 of 28