COMPLETED BOARD ORDER�"y'�32
Before the Boa
County of 11
Budget No: 09/10 132; Agreement
a. Approve and authorize the Contract
purchase of Mobile Data Commu
Year FY) 2008 Federal Assistanc
the City of Monterey for the perio
notice of completion of the project
Office of Grant and Training;
b. Approve and authorize the Contract
User Software License, Software I
Radio IP Agreement) with Radio
perpetual software licenses and soft
2010 through December 31, 2010;
c. Accept non-standard insurance, lia
Agreement as recommended by the
d. Approve and authorize the Contr
RadiolP Agreement not to excee
d of Supervisors in and for the
onterey, State of California
o: A 11678; A 11679
/Purchasing Officer to sign the Agreement for the
tications Infrastructure Equipment Utilizing Fiscal
to Firefighters Grant Funding" AFG MOU) with
of December 1, 2009 through six 6) months after
ias been recorded by the Preparedness Directorate's
3/Purchasing Officer to sign an Agreement for End
lplementation Services and Software Maintenance"
P Software, Inc. in the amount of $36,143.75 for
vare implementation services for a term of April 15,
0
ility, and indemnification provisions in the RadiolP
Director of Information Technology;
cts/Purchasing Officer to sign amendments to the
a total cost of $100,000 for additional licenses
lditional services as requested by the Director of
that all additional terms are approved by County
requested by end-users and for a
Information Technology provided
Counsel;
e. Approve and authorize the Contr
f.
g�
extensions to the RadiolP Agreeme
Authorize the purchase of fixed ass
Direct the Auditor-Controller's Of
the FY 2009-10 Budget; and
h. Increase revenue and appropriatio
the Board Order 4/5th vote required
acts/Purchasing Officer to sign up to 3 one year
t for software maintenance services;
is totaling $36,278;
ce and the County Administrative Office to amend
s in Information Technology budget as detailed in
Upon motion of Supervisor Parker, s conded by Supervisor Armenia, and carried
members present, the Board hereby:
a. Approved and authorized the Cont
purchase of Mobile Data Comma
Federal Assistance to Firefighters
Monterey for the period of Dece
completion of the project has bee
Grant and Training;
b. Approved and authorized the Cont
User Software License, Software
Radio IP Agreement) with RadioI]
for perpetual software licenses and
2010 through December 31, 2010;
by those
acts/Purchasing Officer to sign the Agreement for the
nications Infrastructure Equipment Utilizing FY 2008
rant Funding" AFG MOU) A-11678) with the City of
nber 1, 2009 through six 6) months after notice of
i recorded by the Preparedness Directorate's Office of
G
acts/Purchasing Officer to sign an Agreement for End
Implementation Services and Software Maintenance"
Software, Inc. A-11679) in the amount of $36,143.75
software implementation services for a term of April 15,
BIB]
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EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
COMPLETED BOARD ORDER�"y'�32
c. Accepted non-standard insurance, liability, and indemnification provisions in the RadiolP
Agreement as recommended by the Director of Information Technology;
d. Approved and authorized the Contracts/Purchasing Officer to sign amendments to the
RadiolP Agreement not to exceed a total cost of $100,000 for additional licenses requested
by end-users and for additional services as requested by the Director of Information
Technology provided that all additional terms are approved by County Counsel;
e. Approved and authorized the Contracts/Purchasing Officer to sign up to 3 one year
extensions to the RadiolP Agreement for software maintenance services;
f. Authorized the purchase of fixed assets totaling $36,278; and
g. Directed the Auditor-Controller's Office and the County Administrative Office to amend the
FY 2009 2010 Budget; and
h. Increased revenue and appropriations in Information Technology budget as detailed below
4/5th vote required).
Transfer Funds as Follows:
Account Description Debit Credit
405-1520-8065-7531 Fixed Assets $8,442
193-1001 Cash $8,442
193-1001 Cash $8,442
001-1930-8137-5750 Other Miscellaneous Revenue $8,442
Increase Estimated Revenue and Appropriations as Follows:
Account Description Amount Action
001-1930-8137-5750 Other Miscellaneous Revenue $52,616 Increase
001-1930-8137-6408 Minor Computer Software $24,558 Increase
001-1930-8137-7531 Fixed Assets $36,278 Increase
PASSED AND ADOPTED this 13th day of April, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on April 13, 2010.
Dated: April 14, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By v
Deputy
BIB]
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SIGNED BOARD REPORTX��"yS�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: April 13, 2010 Consen t AGENDA NO: 32-
SUBJECT: a. Approve and authori ze the Contracts / Purchasing Officer to sign the Agreement
for the purchase of M obile Data Communications Infrastructure Equipment
Utilizing FY 2008 Fe deral Assistance to Firefighters Grant Funding" AFG
MOU) with the City of Monterey for the period of December 1, 2009 through six
6) months after noti e of completion of the project has been recorded by the
Preparedness Directo rate's Office of Grant and Training;
b. Approve and authori e the Contracts / Purchasing Officer to sign an Agreement
for End User Softw a License, Software Implementation Services and Software
Maintenance" Radi IP Agreement) with RadiolP Software, Inc. in the amount
of $36,143.75 for pe etual software licenses and software implementation
services for a term o April 15, 2010 through December 31, 2010;
c. Accept non-standard insurance, liability, and indemnification provisions in the
RadiolP Agreement recommended by the Director of Information Technology;
d. Approve and authori ze the Contracts / Purchasing Officer to sign amendments to
the RadiolP Agreem ent not to exceed a total cost of $100,000 for additional
licenses requested b end-users and for additional services as requested by the
Director of Informat on Technology provided that all additional terms are
approved by County Counsel;
e. Approve and authori ze the Contracts / Purchasing Officer to sign up to 3 one year
extensions to the Ra iolP Agreement for software maintenance services;
f. Authorize the porch se of fixed assets totaling $36,278;
g. Direct the Auditor-C ontroller's Office and the County Administrative Office to
amend the FY 2009 2010 Budget; and
h. Increase revenue and appropriations in Information Technology budget as
detailed in the attach ed Board Order 4/5th vote required).
DEPARTMENT: Information Tech olo and Emergency Communications
RECOMMENDATIONS:
It is recommended that the Board of Supervisors:
a. Approve and authorize the Contracts / Purchasing Officer to sign the Agreement for the
purchase of Mobile Data Communications Infrastructure Equipment Utilizing FY 2008
Federal Assistance to Firefighters Grant Funding" AFG MOU) with the City of
Monterey for the period of December 1, 2009 through six 6) months after notice of
completion of the project has be n recorded by the Preparedness Directorate's Office of
Grant and Training;
b. Approve and authorize the Contracts / Purchasing Officer to sign an Agreement for End
User Software License, Software Implementation Services and Software Maintenance"
Radio IP Agreement) with Rad oIP Software, Inc. in the amount of $36,143.75 for
perpetual software licenses and software implementation services for a term of April 15,
2010 through December 31, 2010;
c. Accept non-standard insurance, liability, and indemnification provisions in the RadiolP
Agreement as recommended by e Director of Information Technology;
d. Approve and authorize the Cont acts / Purchasing Officer to sign amendments to the
RadiolP Agreement not to exceed a total cost of $100,000 for additional licenses
requested by end-users and for additional services as requested by the Director of
Information Technology provid d that all additional terms are approved by County
Counsel;
e. Approve and authorize the Contacts / Purchasing Officer to sign up to 3 one year
extensions to the RadiolP Agreement for software maintenance services; and
BIB]
40285-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
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AI90207-U03
DO90649-U03
C10-U03
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4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
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NON-STANDARD-U012
INSURANCE,-U012
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AGREEMENT-U012
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RECOMMENDED-U012
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DIRECTOR-U012
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/-U012
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SIGNED BOARD REPORTX��"yS�f. Authorize the purchase of fixed assets totaling $36,278;
g. Direct the Auditor-Controller's Office and the County Administrative Office to amend
the FY 2009 2010 Budget; and
h. Increase revenue and appropriate ns in Information Technology budget as detailed in the
attached Board Order 4/5t' vote equired).
SUMMARY / DISCUSSION:
In September, 2009, the Board of Supe lisors approved the Master Agreement for the
Maintenance and Operation of a Mobile ata Communications System MDCS MOU). In June,
2009; the City of Monterey was awarde an Assistance to Firefighters AFG) grant for county-
wide mobile data communications equip ent, including system-wide communications
infrastructure equipment. This equipme t benefits County-wide public safety users who are
participants in the MDCS MOU. The G MOU allows the County to recover costs that are
eligible for the AFG grant from the City of Monterey.
A critical component of this project ne ed to ensure security of the County's network and the
mission-critical Computer Aided Dispat h CAD) system is software provided by RadiolP
Software, Inc. The County has negotiat d non-standard insurance, liability, indemnification
provisions with this vendor. The projec team has rigorously investigated risks imposed by
contracting with Canadian firms with o er counties and cities and, given the security risks
prevented by this type of product, reco ends acceptance of the non-standards terms. As only
the first phase of this project has been d fined, the Department requests that the Contracts /
Purchasing Officer is authorized to sign amendments to this Agreement to procure additional
licenses and add additional scope as the ext phases of the project are defined.
OTHER AGENCY INVOLVEMEN
This project is led by the Information T chnology Department with project management and
contract administration assistance from he Emergency Communications Department. The
agreements have been approved by Co ty Counsel as to form and by the Auditor-Controller as
to fiscal provisions. Risk Management annot approve Limitation of Liability, non-standard
insurance, and non-standard indemnific tion provisions in the RadiolP Agreement.
FINANCING:
RadiolP Software license costs will be 1
AFG MOU, the County will bill the Cit
equipment, services, and supplies needs
System. The remaining twenty percent
which has been funded by all agencies p
Project and the agreement with Radioll
project costs are subject to change and i
among actual users. The Board of Supe
2010 including a share of costs for the i
planned, the Department will return to t
Prepared by:
Administrative Mgr Emergency Co unications Director of Informatio~j Technology
769-8883 Date: H 0 759-6923 Date: t l 00
Attachment: A copy of these Agreeme is are on file with the Clerk to the Board
Enc. Proposed Board Order
orne by the agency requesting the license. Under the
of Monterey for eighty percent 80%) of the costs of
for enhancements to the Mobile Data Communications
20%) will be paid from the NGEN capital projects fund
articipating in the Next Generation Radio Systems
is included in the first phase of this project. AFG
ill be based on actual project expenses and shared
rvisors approved a budget for that project on March 2,
itial phase of this project. After the next phase has been
e Board with additional financing requests Wneeded.
Approved
DeAnna Hilbrants Vifgil Schwab
BIB]
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AGREEMENT - CITY OF MONTEREYyV�AGREEMENT
FOR THE PURCHASE 13F MOBILE DATA COMMUNICATIONS
INFRASTRUCTURE EQUIPMENT UTILIZING
FY 2008 FEDERAL ASSISTANCE TO FIREFIGHTERS GRANT FUNDING
CITY OF MONTEREY, HOST AGENCY
THIS AGREEMENT is made and entere into as of the day of 2010, by
and between the City of Monterey, her inafter the CITY") and the County of Monterey hereinafter
the COUNTY").
RECITALS:
WHEREAS, both CITY and COUNT
operable emergency communication ca
services throughout Monterey County;
WHEREAS, the CITY, in consultation
Association, the Monterey County NGEI
regional Assistance to Firefighters Gran
Security for Mobile Data Communicatio
WHEREAS, Department of Homeland
Training, the Granting Agency, has awa
$933,920, which includes $533,399 for
equipment; and
WHEREAS the Monterey City Council h
the County of Monterey for the purchas,
equipment up to an amount not to excel
NOW THEREFORE, IT IS MUTUALLY
1. CITY'S OBLIGATION
A. CITY shall coordinate
Communications Infrast
computer connection to 1
system, and other loca
federal, state, and local 1,
B. The Next Generation
A
Communications User
ECUAC's technical advis
acquisition of shared inf
establish the preferred ft
CITY shall have final aut
Equipment purchased.
C. CITY shall coordinate wi
secure the MDCI Equipn
Federal purchasing guid(
County policy, and Hos-
shared infrastructure s
have agreed to work together to provide enhanced inter-
ability to meet federal mandates and improve emergency
nd
e
nd cooperation with the Monterey County Fire Chiefs
Task Force, and all participating agencies, submitted a
proposal to the United States Department of Homeland
is System equipment and infrastructure; and
ecurity Preparedness Directorate's Office of Grants and
ded the grant to the CITY for a Federal share amount of
shared mobile data communications infrastructure
s approved a Resolution authorizing this Agreement with
of shared mobile data communications infrastructure
d $533,399;
GREED AS FOLLOWS:
with COUNTY to plan and purchase Mobile Data
ructure Equipment MDCI Equipment) for mobile data
he Monterey County emergency communications dispatch
l government purposes, in accordance with appropriate
iws, rules, and regulations.
NGEN) Project Team, assigned by the Emergency
dvisory Council ECUAC), will collaborate, in concert with
ry committee the NGEN Task Force) and the CITY on the
astructure items. CITY shall collaborate with COUNTY to
nctionality, design, and specifications of MDCI Equipment;
iority relative to the specific brand(s) and model(s) of MDCI
h the grant program manager and appropriate vendors to
lent in accordance with local procurement procedures and
dines. Unless otherwise permitted by the Granting Agency,
Agency policy; all grant-funded equipment identified for
hall be acquired through the competitive bid process
BIB]
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DIRECTOR-U012
OF-U012
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TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
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/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
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EXCEED-U012
A-U012
TOTAL-U012
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OF-U012
AGREEMENT - CITY OF MONTEREYyV�AGREEMENT: Purchase of Mobile Data Compute$ Infrastructure Equipment Utilizing AFG City of Monterey, Host Agency
including the Request or Proposals #10122 for Next Generation NGEN) Public
Safety Voice and Data R io System."
D. Any unexpended dollar mounts contributed by COUNTY will be returned within
three months after the otice of completion for the project has been filed by the
CITY, or the project is de Tared abandoned by the CITY, whichever is earlier.
2. COUNTY'S OBLIGATION
A. COUNTY shall coordi to with CITY to plan and purchase Mobile Data
Communications Infrastructure Equipment MDCI Equipment) for mobile data
computer connection to he Monterey County emergency communications dispatch
system, and other local. government purposes, in accordance with appropriate
federal, state, and local laws, rules, and regulations.
B. COUNTY shall cooperate with CITY to establish the preferred functionality, design,
and specifications for the MDCI Equipment to be purchased by CITY.
C. COUNTY shall provide technical input and requirements necessary to create effective
MDCI Equipment specifi ations to meet collective needs.
D. COUNTY shall cooperate with CITY to identify qualified vendors and pricing
consistent with City of M nterey's purchasing policies.
E. COUNTY shall coordinate with the grant program manager and appropriate vendors
to secure the MDCI Equipment in accordance with local procurement procedures
and Federal purchasing guidelines. Unless otherwise permitted by the Granting
Agency, County policy, and Host Agency policy, all grant-funded equipment
identified for shared infrastructure shall be acquired through the competitive bid
process including the Request for Proposals # 10122 for Next Generation NGEN)
Public Safety Voice and Data Radio System."
F. COUNTY shall provide fu ding and resources necessary to complete the purchase of
the specified MDCI Equipment pursuant to the grant agreement documents with
regards to local matching funds and contractual services as detailed in Exhibit A,
which is attached to this greement.
3. COST SHARING PLAN
In consideration of the foregoing,. COUNTY shall pay the CITY a share of the MDCI
Equipment purchase costs in ac ordance with the COUNTY's cost sharing ratio as set forth
in the attached Exhibit A.
4. PAYMENT PROVISIONS
COUNTY agrees to remit full pa ment of all invoices received from CITY within 30 days of
receipt of invoice and purchase equipment. COUNTY agrees that CITY may issue invoice
prior to delivery of MDCI Equipment, but not prior to actual award of contract or issuance
of purchase order for purchase to MDCI Equipment vendor(s). CITY may invoice COUNTY
for any portion, or the entire amount, of its respective costs as set forth in Exhibit A.
CITY agrees to remit full payme t of all invoices received from COUNTY within 30 days of
receipt of invoice and purchase equipment. CITY agrees that COUNTY may issue invoice
prior to delivery of MDCI Equipment, but not prior to actual award of contract or issuance
2
BIB]
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U02
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FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90650-U03
C1-U03
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14818-U05
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OFFICER-U012
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A-U012
TOTAL-U012
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AGREEMENT - CITY OF MONTEREYyV�AGREEMENT: Purchase of Mobile Data Computer Infrastructure Equipment Utilizing AFG City of Monterey, Host Agency
of purchase order for purchase to MDCI Equipment vendor(s). COUNTY may invoice CITY
for any portion, or the entire am
The CITY shall notify the Coun
result of costs exceeding the bu
paid to the CITY within nines
Equipment, or cancellation of th
The County shall notify the CIT
result of costs exceeding the bui
paid to the County within nin
Equipment, or cancellation of th
Contingent upon written approv
assets purchased with the Gran
the NGEN system such as a J
ownership of assets shall be m
necessary and actual out of poc.
of assets by Monterey County tc
be at no charge as specified in tl
5. TERM OF THE AGREEMENT
unt, of its respective costs as set forth in Exhibit A.
3' through the ECUAC of any additional amounts due as a
dgeted amount. Amounts, as approved by ECUAC, shall be
y 90) days of the acceptance of the purchased MDCI
B project.
through the ECUAC of any additional amounts due as a
geted amount. Amounts, as approved by ECUAC, shall be
ty 90) days of the acceptance of the purchased MDCI
project.
al of Granting Agency, ownership of shared infrastructure
t shall be with the County or a successor administrator of
pint Powers Authority or JPA"). Any required transfer of
ade at no cost to NGEN Participating Agencies except for
ket costs as approved by ECUAC. Any succeeding transfer
a successor administrator of the NGEN system shall also
e NGEN Financing Agreement.
This Agreement shall become e ective as of December 1, 2009, and shall remain in effect
for a period of six 6) months of r notice of completion of the project has been recorded by
the Preparedness Directorate's ffice of Grant and Training.
6. SEVERABILITY
If any part, term or provision of
in conflict with any law of a Fe
this Agreement, the validity of 1
thereby.
7. INDEMNIFICATION
COUNTY shall indemnify, defen
employees, from and against
including damages to property
reasonable attorneys' fees) occ
corporations furnishing or supp
with the performance of this Agr
occurring or resulting to any p
arising out of or connected wit]
claims, liabilities, or losses aris
CITY. CITY'S performance" inch
CITY'S officers, employees, agent
The CITY shall indemnify, defeni
and employees, from and again
including damages to property
reasonable attorneys' fees) oc
g
corporations furnishing or sup
p
with the performance of this Agr
occurring or resulting to any p
arising out of or connected wits
this agreement shall be held void, illegal, unenforceable, or
deral, State or Local Government having jurisdiction over
he remaining portions or provisions shall not be affected
d, and hold harmless the CITY, its officers, agents, and
any and all claims, liabilities, and losses whatsoever
and injuries to or death of persons, court costs, and
urring or resulting to any and all persons, firms or
lying work, services, materials, or supplies in connection
Bement, and from any and all claims, liabilities, and losses
erson, firm, or corporation for damage, injury, or death
COUNTY's performance of this Agreement, unless such
e out of the sole negligence or willful misconduct of the
des CITY'S action or inaction and the action or inaction of
s and subcontractors.
i, and hold harmless the COUNTY and its officers, agents,
st any and all claims, liabilities, and losses whatsoever
and injuries to or death of persons, court costs, and
unning or resulting to any and all persons, firms or
lying work, services, materials, or supplies in connection
Bement, and from any and all claims, liabilities, and losses
erson, firm, or corporation for damage, injury, or death
the CITY'S performance of this Agreement, unless such
3
BIB]
40285-U01
AGREEMENT-U02
U02
CITY-U02
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MONTEREY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90650-U03
C1-U03
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DOCUMENTS-U03
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14818-U05
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AFG-U012
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SIX-U012
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NOTICE-U012
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AMOUNT-U012
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$36,143.75-U012
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SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
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A-U012
TERM-U012
OF-U012
APRIL-U012
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2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
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ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
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IN-U012
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RECOMMENDED-U012
BY-U012
DIRECTOR-U012
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INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
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CONTRACTS-U012
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EXCEED-U012
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TOTAL-U012
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OF-U012
AGREEMENT - CITY OF MONTEREYyV�AGREEMENT: Purchase of Mobile Data Computed Infrastructure Equipment Utilizing AFG City of Monterey, Host Agency
claims, liabilities, or losses ari e out of the sole negligence or willful misconduct of the
COUNTY. COUNTY's performane" includes COUNTY's action or inaction and the action or
inaction of COUNTY's officers, e ployees, agents and subcontractors.
8. INSURANCE
A. Without limiting COUN s or CITY's duty to indemnify, COUNTY and CITY shall
maintain in force at all times during the performance of this Agreement, a program
of insurance with the following minimum limits of liability:
1 Comprehensive g neral liability, including but not limited to premises, and
operations, including coverage for Bodily Injury and Property Damage,
Personal Injury, Contractual Liability, Broadform Property Damage,
Independent Contractors, Products, and Completed Operations, with a
combined single 1 mit for Bodily Injury and Property Damage of not less than
$1,000,000 per occurrence.
2. Comprehensive a tomobile liability insurance, covering all motor vehicles,
including owned, leased, non-owned, and hired vehicles, used in providing
services under this Agreement, with a combined single limit for Bodily Injury
and Property D age of not less than $1,000,000 per occurrence.
3. Worker's Compe sation in accordance with California Labor Code section
3700 and with Employer's Liability limits not less than $1,000,000 each
person, $1,000,O PO each accident, and $1,000,000 each disease.
B. In the event that eith r party is lawfully self-insured in any or all of the
aforementioned insurance areas, a letter certifying those areas of coverage, and in
the minimum amounts as set forth in this contract, shall be furnished upon
request to the other party prior to execution of this Agreement.
9. GENERAL PROVISIONS
A. Protect Governance. The CITY, and/or its authorized agents, in partnership with
ECUAC, shall govern the project to specify and purchase the MDCI Equipment.
B. Amendment. This Agreement may be amended or modified only by an instrument
in writing signed by all the parties hereto.
C. Waiver. Any waiver of ny terms and conditions hereof must be in writing and
signed by the parties he eto. A waiver of any of the terms and conditions hereof
shall not be construed as a waiver of any other terms or conditions in this
Agreement.
D. Successors and Assigns This Agreement and the rights, privileges, duties, and
obligations of the parties hereunder, to the extent assignable or delegable, shall be
binding upon and inure t the benefit of the parties and their respective successors,
permitted assigns, and heirs.
E. Compliance with Applic ble Law. The parties shall comply with all applicable
federal, state, and local 1 ws, rules, and regulations in performing this Agreement.
F. Heading. The section and paragraph headings are for convenience only and shall
not be used to interpret the terms of this Agreement.
4
BIB]
40285-U01
AGREEMENT-U02
U02
CITY-U02
OF-U02
MONTEREY-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90650-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
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MOBILE-U07
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193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
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WONGL-U10
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COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
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USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - CITY OF MONTEREYyV�AGREEMENT: Purchase of Mobile Data Compute$ Infrastructure Equipment Utilizing AFG City of Monterey, Host Agency
G. Time is of the Essence. ime is of the essence in each and all of the provisions of
this Agreement.
H. Governing Law. This Agreement shall be governed by and interpreted under the
laws of the State of Cali ornia. The venue for such actions shall be the County of
Monterey, California.
I.
J.
K.
Construction of Agreeme t. The parties agree that each party has fully participated
in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities am to be resolved against the drafting party shall not apply in
the interpretation of this Agreement or any amendment hereto.
Authority. Any individu~
and warrants hereby th
Agreement on behalf of
of the same.
Integration. This Agree entire Agreement betwee
shall supersede all prior
or oral, between the part:
L. Notices. Notices require
first-class, postage pre-
location at which this Ag
executing this Agreement on behalf of an entity represents
t he or she has the requisite authority to enter into this
ich entity and bind the entity to the terms and conditions
lent, including the exhibits hereto, shall represent the
the parties with respect to the subject matter hereof and
egotiations, representations, or agreements, either written
s as of the effective date hereof.
l under this Agreement shall be delivered personally or by
aid mail as indicated below with the signatures to the
eement is executed:
IN WITNESS WHEREOF, the CITY and COUNTY have caused this Agreement to be executed by
their duly-authorized representatives asl of the day and year written above.
CITY OF MONTEREY:
Fred Meurer, City Manager
Approved as to form:
City Attorney's Office
Approved as to liability provisions
Risk Manager
COUNTY OF MONTEREY:
Contracts / Purchasing Officer
Approved as to form:
Deputy County Counsel
Approved as to liability provisions
Risk Manager
Approved as to fiscal provisions
Auditor-Controller
5
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OF-U012
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TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
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/-U012
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AGREEMENT - CITY OF MONTEREYyV�I
AGREEMENT: Purchase of Mobile Data Computer Infrastructure Equipment Utilizing AFG City of Monterey, Host Agency
EXHIBIT A
Cost Share calculations are based on a total grant award of $1,167,399 with specific Mobile Data
Computer Infrastructure MDCI) Equipment costs estimated at $533,399.
The total cost for COUNTY was arrived at by calculating 20% required grant match to total cost of
each type of MDCI equipment and adding a grant administration fee. The grant administration fee
is based on the proportion of total grant funding applied to MDCI equipment $533,399) versus
grant funding for 78 mobile data computers $624,000) as applied to the total $14,000 grant
administration fee. The $10,000 grant unding for single-site audit requirement was not applied to
calculations, as this requirement will be met by the City of Monterey's annual audit.
Description AFG $
Total DHS Award 80% $ 933,919
Total Match 20% $ 233,480
TOTAL 2008 AFG FUNDING 100% $1,167,399
AFG Participating Agencies' Costs % of Total AFG
Mobile Data Computers 78 $ 8,000 $ 624,000 54%
Single Site Audit requirement 1 $ 10,000 $ 10,000 Host's Cost)
$ 634,000
AFG CountCommunications
Qt
$/Unit 7
Total Cost County's
20% Share
BASE STATION
data radio capable 64kbps), 78
shares) 8 $ 22,000 $ 176,000 $ 35,200
NETWORK MANAGEMENT SYSTEM 1 $ 56,399 $ 56,399 $ 11,280
COMBINERS & MULTI-COUPLERS
complete w/comparator & RF
connection eqmt 9 $ 8,000 $ 72,000 $ 14,400
UNINTERRUPTIBLE POWER SUPPLY 4 $ 500 $ 2,000 $ 400
MICROWAVE SYSTEMS w/dishes,
waveguide circulator, & hot stand-by
system change-over system 4 $ 15,000 $ 60,000 $ 12,000
REPEATERS DMP support repeaters
including antennae, feeders and
installation 3 $ 20,000 $ 60,000 $ 12,000
NETWORK COMMUNICATIONS
SERVER w/application upgrade 1 $ 45,000 $ 45,000 $ 9,000
MICROWAVE WIRELESS DATA LINKS
w/antennae, feeders & installation 4 $ 15,500 $ 62,000 $ 12,400
TOTAL INFRASTRUCTURE COST $ 533,399 $ 106,680
Grant Administration Fees, County
Portion NGEN) 46% 14,000 $ 6,452
Monterey County Cost Share $ 113,132
*Actual payment vs. expense adjustme is will be resolved at conclusion of grant period subject to
the provisions of Section 4 of this Agree 2ent.
6
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AGREEMENT - RADIO IP SOFTWAREy,&� Agreement between the County of Monterey & Radio IP Software, Inc.
AGREEMENT FOR END U SER SOFTWARE LICENSE, SOFTWARE
IMPLEMENTATION SERV ICES AND SOFTWARE MAINTENANCE
SERVICES OR RADIO IP SOFTWARE
NOT O EXCEED $100,000)
This AGREEMENT is made and en ered into by and between the County of Monterey, a
political subdivision of the State of Cal ifornia, hereinafter referred to as County", and Radio IP
Software, Inc., a Quebec corporation hose head office is located at 740 Notre Dame Street
West, Suite 500, Montreal, Queb ec, Canada, H3C 3X6, hereinafter referred to as
CONTRACTOR."
RECITALS
A. WHEREAS, the County desire to enter into a license agreement for use of the Radio IP
Software; and
B. WHEREAS, the County se eks additional services for on-site installation and
implementation of the software; and
C. WHEREAS, the County seeks m aintenance Services for the software; and
D. WHEREAS, the CONTRACTO R has the expertise and capabilities necessary to provide
the services requested.
NOW THEREFORE, the County and C ONTRACTOR, for the consideration hereinafter named,
agree as follows:
PERFORMAN CE OF THE AGREEMENT
After consideration and evaluation o f the CONTRACTOR's proposal, the County hereby
engages the CONTRACTOR to pro vide the software license, software implementation as
described in the Statement of Work S W), and software maintenance services set forth in this
Agreement on the terms and conditio ns contained herein. The intent of this Agreement is to
summarize the contractual obligations o f the parties.
1. SERVICES TO BE PRO ED. The County hereby engages CONTRACTOR to
perform, and CONTRACTOR hereby grees to perform, the services described in Exhibit A in
conformity with the terms of this Agr eement. The services are generally described as follows:
Provide Radio IP Software licenses, software implementation services as described in the
SOW, and software maintenance.
2. PAYMENTS BY COUNTY. ounty shall pay the CONTRACTOR in accordance with
the payment provisions set forth in Exhibit A, subject to the limitations set forth in this
Agreement. The total amount payable b y County to CONTRACTOR under this Agreement shall
not exceed the sum of $36,143.75 USD
3. TERM OF AGREEMENT. The term of the Agreement for installation and
implementation of the Radio IP MTG oftware is from April 15, 2010 to December 31, 2010,
unless sooner terminated pursuant to the terms of this Agreement. The Grant of License is
perpetual subject to the terms and co nditions in this Agreement and in Exhibit B. Software
Prepared by: DeAnna Hilbmnts
Agreement with Radio I'.
Not to Exceed $36,143.75
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AGREEMENT - RADIO IP SOFTWAREy,&�I
Agreement between the County of Monterey & Radio-IP Software, Inc.
Maintenance, as defined in Exhibit C
and may be renewed each year upon
of no force or effect. until signed by b
last, and CONTRACTOR may not co
4. ADDITIONAL PROVISIO
incorporated herein by reference and
ttached is included for one year with the Grant of License
tten amendment to this Agreement. This Agreement is
th CONTRACTOR and County and with County signing
ence work before County signs this Agreement.
S/EXHIBITS. The following attached exhibits are
nstitute a part of this Agreement:
EXHIBIT A STATE NT OF WORK / PAYMENT PROVISIONS
EXHIBIT B GRANT OF LICENSE
EXHIBIT C STATE NT OF WORK SOFTWARE MAINTENANCE
EXHIBIT D CONT CTOR'S W-8ECI IRS FORM
5.01. CONTRACTOR and
performing services under this Agre
appropriately licensed to perform
Agreement and are not employees of
County.
5.02. CONTRACTOR, its age
in a safe and skillful manner and in
work performed under this Agreement
licensed personnel shall be performed i
5.03. CONTRACTOR shall
personnel necessary to carry out the t
this Agreement. CONTRACTOR shall
instruments, or supplies) or personne
obligations under this Agreement as de
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall s
acceptable to County. If not otherwis
periodically or at the completion of
completion of services. The invoice s
the previous period, together with an
information pertinent to the invoice as
his or her designee shall certify the i
amount as the County approves in co
such invoice to the County Auditor-
shall pay the amount certified within 3
6.02. CONTRACTOR shall
forth in this Agreement.
6.03. All taxes owed under
CONTRACTOR provides proof of
requesting payment, County shall proc
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
ONTRACTOR's agents, employees, and subcontractors
ent are specially trained, experienced, competent, and
e work and deliver the services required under this
the County, or immediate family of an employee of the
ts, employees, and subcontractors shall perform all work
ompliance with all applicable laws and regulations. All
that is required by law to be performed or supervised by
accordance with such licensing requirements.
ish, at its own expense, all materials, equipment, and
of this Agreement, except as otherwise specified in
not use County premises, property including equipment,
for any purpose other than in the performance of its
cribed in the SOW.
bmit to the Contract Administrator an invoice on a form
specified, the CONTRACTOR may submit such invoice
ervices, but in any event, not later than 30 days after
set forth the amounts claimed by CONTRACTOR for
itemized basis for the amounts claimed, and such other
the County may require. The Contract Administrator or
voice, either in the requested amount or in such other
ormity with this Agreement, and shall promptly submit
ontroller for payment. The County Auditor-Controller
days of receiving the certified invoice.
t receive reimbursement for travel expenses unless set
s Agreement are identified in Exhibit A. Provided that
ditional taxes owed under U.S. law with an invoice
s payment as defined in section 6.01.
Page 2 of 38
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AGREEMENT - RADIO IP SOFTWAREy,&�I
Agreement between the County of Monterey & Radio 1P Software, Inc.
7. TERMINATION.
7.01. During the term of this Agreement both parties may terminate the Agreement for
any reason by giving written notice of ermination to the other party at least thirty 30) days prior
to the effective date of termination. Such notice shall set forth the effective date of termination.
In the event of such termination, the mount payable under this Agreement shall be reduced in
proportion to the services provided pri r to the date of termination.
7.02. The County may cancel and terminate this Agreement for good cause effective
immediately upon written notice to CONTRACTOR. Good cause" includes the failure of
CONTRACTOR to perform the required services at the time and in the manner provided under
this Agreement. If County terminat s this Agreement for good cause, the County may be
relieved of the payment of any consideration to CONTRACTOR, and the County may proceed
with the work in any manner which County deems proper. The cost to the County shall be
deducted from any sum due the CONT ACTOR under this Agreement.
8. INDEMNIFICATION.
CONTRACTOR shall indemnify, defend, and hold harmless the County, its officers, agents, and
employees, from any claims, liability, loss, injury, or damage arising our of, or in connection
with, performance of this Agreement by Contractor and / or its agents, employees, or sub-
contractors, excepting only loss, injury, or damage caused by the negligence or willful
misconduct of personnel employed b the County. It is the intent of the parties to provide the
broadest possible coverage for the County. The Contractor shall reimburse the County for all
costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the
Contractor is obligated to indemnify, defend, and hold harmless the County under this
Agreement.
County shall indemnify, defend, and hold harmless the CONTRACTOR, its officers, agents, and
employees, from any claims, liability, loss, injury, or damage arising our of, or in connection
with, performance of this Agreement by Contractor and / or its agents, employees, or sub-
contractors, excepting only loss, injury, or damage caused by the negligence or willful
misconduct of personnel employed b the CONTRACTOR. It is the intent of the parties to
provide the broadest possible coverage for the CONTRACTOR. The County shall reimburse
CONTRACTOR for all costs, attome s' fees, expenses and liabilities incurred with respect to
any litigation in which the County is obligated to indemnify, defend, and hold harmless
CONTRACTOR under this Agreement
9. INSURANCE.
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate
of Insurance" certifying at coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the
certificate. In addition, the ontractor upon request shall provide. a certified copy of
the policy or policies.
This verification of coverage shall be sent to the County's Contracts/Purchasing
Department, unless otherwise directed. The Contractor shall not receive a Notice to
Proceed with the work under this Agreement until it has obtained all insurance
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
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MOU)-U012
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OF-U012
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TECHNOLOGY;-U012
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AUTHORIZE-U012
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/-U012
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A-U012
TOTAL-U012
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OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
required and the County s approved such insurance. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current
policy holder's alphabetic and financial size category rating of not less than A- VII,
according to the current B is Key Rating Guide or a company of equal financial
stability that is approved by the County's Purchasing Manager.
9.03 Insurance Coverage Re rements: Without limiting CONTRACTOR'S duty to
indemnify, CONTRACTO shall maintain in effect throughout the term of this
Agreement a policy or pol ties of insurance with the following minimum limits of
liability:
Commercial general liabili insurance, including but not limited to premises and
operations, including coy age for Bodily Injury and Property Damage, Personal
Injury, Contractual Liability, Independent Contractors, Products and Completed
Operations, with a combined single limit for Bodily Injury and Property Damage of
not less than $1,000,000 p occurrence.
Exemption/Modificatio
Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including
owned, leased, non-owned, and hired vehicles, used in providing services under this
Agreement, with a combined single limit for Bodily Injury and Property Damage of
not less than $500,000 per occurrence
Exemption/Modificatio
All CONTRACTOR's e
Workers' Compensation S
The Workers' Compensatic
and/or outside Quebec. Se
applies to a worker who is
when the accident occurs o:
Quebec and his employer hh
Exemption/Modificatio
Justification attached; subject to approval).
ployees are covered under the Province of Quebec
ltem, which is compulsory.
i System covers employees who are working in Quebec
tion 8 of the Act specifies the following: 8. This Act
the victim of an industrial accident outside Quebec if,
the disease is contracted, the worker has his domicile in
an establishment in Quebec."
Justification attached; subject to approval).
Professional liability ins ance if required for the professional services being
provided, e.g., those persons authorized by a license to engage in a business or
profession regulated by the alifornia Business and Professions Code), in the amount
of not less than $1,000,00 per claim and $2,000,000 in the aggregate, to cover
liability for malpractice o errors or omissions made in the course of rendering
professional services. If pro essional liability insurance is written on a claims-made"
basis rather than an occurre ice basis, the CONTRACTOR shall, upon the expiration
or earlier termination of th~s Agreement, obtain extended reporting coverage tail
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 4 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
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DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
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AFG-U012
MOU)-U012
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NOTICE-U012
OF-U012
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OFFICER-U012
TO-U012
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AN-U012
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IP-U012
AGREEMENT)-U012
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$36,143.75-U012
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A-U012
TERM-U012
OF-U012
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2010-U012
THROUGH-U012
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IN-U012
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AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
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AUTHORIZE-U012
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/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Commercial eneral liabili olic'es shall provide an endorsement naming the Coun of
Monterey as Additional Insured wi h respect to liabili arising out of the CONTRACTOR'S
work including ongoing and co leted operations, and shall fitraer provide that such
insurance is rimy insurance to n insurance or sel ins
ce maintained the oun
and that the insurance of the Addit onal Insureds shall not be called upon to contribute to a
loss covered the CONTRACTORS insurance.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file
certificates of insurance with the County's contract administrator and County's
Contracts/Purchasing Division, sho ng that the CONTRACTOR has in effect the insurance
required by this Agreement. The CONTRACTOR shall file a new or amended certificate of
insurance within five calendar days after any change is made in any insurance policy which
would alter the information on the certificate then on file. Acceptance or approval of
insurance shall in no way modify r change the indemnification clause in this Agreement,
which shall continue in full force and effect.
Prepared red by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
it
Agreement between the County of Monterey & Radio IP Software, Inc
coverage") with the same li ability limits. Any such tail coverage shall continue for a
least three years following t he expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requireme ts:
All insurance required by this Agri
ement shall be with a company acceptable to the County
and issued and executed by an ad
fitted insurer authorized to transact Insurance business in
the State of California. Unless o
erwise specified by this Agreement, all such insurance
shall be written on an occurrence b
is, or, if the policy is not written on an occurrence basis,
such policy with the coverage req
fired herein shall continue in effect for a period of three
years following the date CONT
CTOR completes its performance of services under this
Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least
thirty days in advance of any a orsed reduction in coverage or limit, cancellation, or
intended non-renewal thereof. Exc t for the business automobile liability insurance, each
policy shall provide coverage for Contractor and additional insureds with respect to claims
arising from each subcontractor, if any, performing work under this Agreement, or be
accompanied by a certificate o insurance from each subcontractor showing each
subcontractor has identical insuran e coverage to the above requirements.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the
insurance coverage required and this Agreement and shall send, without demand by
County, annual certificates to County's Contract Administrator and County's
Contracts/Purchasing Division. I the certificate is not received by the expiration date,
County shall notify CONTRACTO R and CONTRACTOR shall have five calendar days to
send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such Insurance is a default of this Agreement which entitles
County, at its sole discretion, to to ate this Agreement immediately.
Page 5 of 38
t
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
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OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
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BY-U012
PREPAREDNESS-U012
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S-U012
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OF-U012
GRANT-U012
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APPROVE-U012
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CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
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USER-U012
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SOFTWARE-U012
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RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
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IN-U012
AMOUNT-U012
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LICENSES-U012
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IMPLEMENTATION-U012
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A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
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INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
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/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IF Software, Inc.
10. RECORDS AND CONFIDENT ITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and
subcontractors shall comply with any and all federal, state, and local laws which provide for the
confidentiality of records and other information. CONTRACTOR shall not disclose any
confidential records or other confider al information received from the County or prepared in
connection with the performance o this Agreement, unless County specifically permits
CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly
transmit to County any and all requests for disclosure of any such confidential records or
information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance o this Agreement except for the sole purpose of carrying
out CONTRACTOR's obligations and this Agreement.
10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall
return to County any County records which CONTRACTOR used or received from County to
perform services under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve
all reports and records that may be required by federal, state, and County rules and regulations
related to services performed under this Agreement. CONTRACTOR shall maintain such records
for a period of at least three years after receipt of final payment under this Agreement. If any
litigation, claim, negotiation, audit exception, or other action relating to this Agreement is
pending at the end of the three year period, then CONTRACTOR shall retain said records until
such action is resolved.
10.04. Access to and Audit of Reco ds. The County shall have the right to examine, monitor
and audit all records, documents, co ditions, and activities. of the CONTRACTOR and its
subcontractors related to services provi ed under this Agreement. Pursuant to Government Code
section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000,
the parties to this Agreement may be s ject, at the request of the County or as part of any audit
of the County, to the examination and dit of the State Auditor pertaining to matters connected
with the performance of this Agreemen for a period of three years after final payment under the
Agreement. This request shall include y and all documents related to the work performed and
does not include trademarked or propri e ary information.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR,
and its subcontractors, shall not unlawfully discriminate against any person because of race,
religious creed, color, sex, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, age over 40), or sexual orientation, either in
CONTRACTOR's employment practices or in the furnishing of services to recipients.
CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants
for employment and all persons receivi and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully
comply with all federal, state, and local laws and regulations which prohibit discrimination. The
provision of services primarily or exclusively to such target population as may be designated in
this Agreement shall not be deemed to b prohibited discrimination.
Prepared by. DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 6 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
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AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
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BY-U012
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S-U012
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USER-U012
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AGREEMENT)-U012
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INC.-U012
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$36,143.75-U012
PERPETUAL-U012
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31,-U012
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C.-U012
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INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
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AGREEMENT-U012
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TECHNOLOGY;-U012
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/-U012
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TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
i
12. COMPLIANCE WITH TERMS
has been or will be funded with moni(
state or federal government in which
with all the provisions of said cons
subgrantee under said contract, and sai
though fully set forth herein. Upon
CONTRACTOR, at no cost to CONTR
F STATE OR FEDERAL GRANT. If this Agreement
s received by the County pursuant to a contract with the
he County is the grantee, CONTRACTOR will comply
act, to the extent. applicable to CONTRACTOR as a
1 provisions shall be deemed a part of this Agreement, as
request, County will deliver a copy of said contract to
CTOR.
13. INDEPENDENT CONTRA C OR. In the performance of wont, duties, and obligations
under this Agreement, CONTRACTOR s at all times acting and performing as an independent
CONTRACTOR and not as an employe of the County. No offer or obligation of permanent
employment with the County or particu ar County department or agency is intended in any
manner, and CONTRACTOR shall not ecome entitled by virtue of this Agreement to receive
from County any form of employee ben is including but not limited to sick leave, vacation,
retirement benefits, workers' compensa ion coverage, insurance or disability benefits. In
accordance with CONTRACTOR's W- ECI IRS tax form attached hereto in Exhibit D,"
except as provided in Exhibit A and su ject to Section 6.03 above, CONTRACTOR is not liable
nor responsible to pay any federal, state, and/or other taxes and obligations pursuant to this
Agreement.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by
first-class, postage pre-paid mail to the County's and CONTRACTOR'S contract administrators
at the addresses listed below:
FOR COUNTY:
Virgil Schwab
Director of Information Technology
Name and Title
1590 Moffett Street
Salinas, CA 93905
Address
831)759-6923
FOR CONTRACTOR:
Legal Department
Radio IP Software, Inc.
Name and Title
740 Notre Dame Street West, Suite 500
Montreal, Quebec H3C 3X6, Canada
Address
514) 890-6070
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01. Conflict of Interest. CONTRACTOR represents that it presently has no interest and
agrees not to acquire any interest duri g the term of this Agreement which would directly or
indirectly conflict in any manner or to y degree with the full and complete performance of the
professional services required to be ren ered under this Agreement.
15.02. Amendment. This Agreeme it may be amended or modified only by an instrument in
writing signed by the County and the C NTRACTOR.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
4~,V
Page 7 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
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AI90207-U03
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RIVASR-U04
14818-U05
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YEAR-U012
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TO-U012
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GRANT-U012
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AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
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AN-U012
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LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
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RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
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/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
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AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
15.03. Waiver. Any waiver of any terms and conditions of this Agreement must be in
writing and signed by the County an the CONTRACTOR. A waiver of any of the terms and
conditions of this Agreement shall not be construed as a waiver of any other terms or conditions
in this Agreement.
15.04. Contractor. The term CONTRACTOR!' as used in this Agreement includes
CONTRACTOR's officers, agents, and employees acting on CONTRACTOR's behalf in the
performance of this Agreement.
15.05. Disputes: CONTRACTOR shall continue to perform under this Agreement during
any dispute.
15.06. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or
otherwise transfer its interest or obligations in this Agreement without the prior written consent
of the County. None of the services vered by this Agreement shall be subcontracted without
the prior written approval of the County. Notwithstanding any such subcontract,
CONTRACTOR shall continue to b liable for the performance of all requirements of this
Agreement.
15.07. Successors and Assi nos. This Agreement and the rights, privileges, duties, and
obligations of the County and CONTRACTOR under this Agreement, to the extent assignable or
delegable, shall be binding upon an inure to the benefit of the parties and their respective
successors, permitted assigns, and heirs.
15.08. Compliance with A lice le Law. The parties shall comply with all applicable
federal, state, and local laws and regulations in performing this Agreement.
15.09. Headings. The headings are for convenience only and shall not be used to interpret
the terms of this Agreement.
15.10. Time is of the Essence. T' a is of the essence in each and all of the provisions of this
Agreement.
15.11. Governing Law. This Agreement shall be governed by and interpreted, under the laws
of the State of California.
15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both County and
CONTRACTOR expressly reserve the ght to contract with other entities for the same or similar
services.
15.13. Construction of A eement The County and CONTRACTOR agree that each party
has fully participated in the review and revision of this Agreement and that any rule of
construction to the effect that ambigui es are to be resolved against the drafting party shall not
apply in the interpretation of this Agreement or any amendment to this Agreement.
15.14. Counterparts. This Agreem nt may be executed in two or more counterparts, each of
which shall be deemed an original, bu all of which together shall constitute one and the same
Agreement.
15.15. Authori. Any individual xecuting this Agreement on behalf of the County or the
CONTRACTOR represents that he or she has the requisite authority to enter into this Agreement
on behalf of such party and bind the p y to the terms and conditions of this Agreement.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
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AFG-U012
MOU)-U012
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USER-U012
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LICENSE,-U012
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IP-U012
AGREEMENT)-U012
RADIOIP-U012
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$36,143.75-U012
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LICENSES-U012
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IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
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AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
15.16. Integration. This Agreem t, including the exhibits, represent the entire Agreement
between the County and the CONTRACTOR with respect to the subject matter of this
Agreement and shall supersede all prior negotiations, representations, or agreements, either
written or oral, between the County and the CONTRACTOR as of the effective date of this
Agreement, which is the date that the ounty signs the Agreement.
15.17. Interpretation of Conflicting Provisions. In the event of any conflict or
inconsistency between the provisions of this Agreement and the Provisions of any exhibit or
other attachment to this Agreement, the provisions of this Agreement shall prevail and control.
15.18. Force Majeure. Neithe of the parties to this Agreement shall be considered in
default of performing its obligations pursuant to this Agreement, if such performance is delayed,
suspended or precluded following an event of force majeure. Force majeure constitutes any cause
which is independent of the will of the parties to this Agreement, which they could not have
reasonably foreseen and against which they cannot have protected themselves. Force majeure
includes, but is not limited to, any fortuitous event, strike, partial or complete stoppage of work,
lock-out, fire, riot, intervention by civil or military authorities, compliance with regulations or
orders of all governmental authorities d war whether or not declared).
THIS SECTION NTENTIONALLY LEFT BLANK
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
00P
e 9 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
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4/2/2010-U011
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FISCAL-U012
YEAR-U012
2008-U012
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TO-U012
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GRANT-U012
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AFG-U012
MOU)-U012
CITY-U012
OF-U012
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OF-U012
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OF-U012
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USER-U012
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IP-U012
AGREEMENT)-U012
RADIOIP-U012
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OF-U012
$36,143.75-U012
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SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,
&�Agreement between the County of Monterey & Radio IP Software, Inc.
i
IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the
day and year written below.
By:
COUNTY OF MONTE
LEY
By:
Radio IP Software, Inc.
Contractor's Business Name*
Date:
By:
Date:
Contracts/Purchasing Manager
Department Head if applicable)
Approved as to Form
By:
Date:
County Counsel
Approved as to Fiscal Provisions'
By:
Date:
Auditor/Controller
Approved as to Liability Provisions2
By:
Date:
Risk Management
*INSTRUCTIONS: If CONTRACTOR
corporations, the full legal name of the corl
two specified officers. If CONTRACTOR
above together with the signature of a part
the partnership. If CONTRACTOR is cont
the name of the business, if any, and shall p
Approval by Auditor/Controller is necessary o
paragraph 2 by amendment.
Approval by Risk Management is necessary o.
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
CONTRACTOR
ignature of Chair, President, or
Vice-President)*
Mario Fug&re. VP Finance & Operations
Name and Title
Date:
By:
Daniel Deszasn6. Chief Operating Officer
Name and Title
Date: tt~ie~~ l sr 2'10
is a corporation, including limited liability and non-profit
oration shall be set forth above together with the signatures of
is a partnership, the name of the partnership shall be set forth
ter who has authority to execute this Agreement on behalf of
racting in an individual capacity, the individual shall set forth
rsonally sign the Agreement.
y if changes are made in paragraph 6 or if changes are made in
y if changes are made in paragraph 8 or 9
Page 10 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
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AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
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END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
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RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
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LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,
&�Agreement between the County of Monterey & Radio IP Software, Inc.
I
EXHIBIT A SECTION 1.0- STATEMENT OF WORK
This Statement of Work between the
Inc. Contractor") outlines expec
responsibilities of the County and Con
1 Project Overview
Contractor is to provide County with F
the initial installation and configuratiol
the County Mobile Data System by
Master Agreement for Maintenance a
Contractor and County understand th
licensed to participating agencies.
2 Purpose
This Statement of Work shall summat
criteria to provide Contractor and
requirements, as well as the project s1
configuration and installation of the Co
County of Monterey County") and Radio IP Software,
ed implementation and maintenance services and
actor.
adio IP MTGTM server and client software and assist with
1 of Contractor's products. This software is for the use of
ounty and participating agencies who have signed the
d Operation of a Mobile Data Communications System.
Lt licenses purchased under this agreement will be sub-
ze the tasks, dependencies, deliverables and completion
County the required software and network system
pport services to assist Contractor with their successful
rnty installation.
Contractor shall provide the software and services including installation detailed herein. The
tasks to be performed by Contractor an
3 Statement of Work Mission Statem
To provide a document that defines
County are defined below.
aE
d facilitates Contractor and County involvement in the
idly implement the Radio IP MTGTM software.
tasks and objectives required to success
4 Statement of Work Defined
Contractor and County must jointly
implementation for the successful
communication are essential for a succ
The tasks which Contractor and County
Work. This Contractor proposal is cot
business hours, with no weekend or hol
project completion will be assumed to b
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
lan and complete several tasks relating to this system
completion of this project. Close cooperation and
sful system implementation process.
are responsible for are identified within this Statement of
tingent upon all work being performed during normal
day work included, Any tasks not listed but required for
the responsibility of Contractor and County.
Page
11 of 38
I
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
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EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
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GRANT-U012
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MOU)-U012
CITY-U012
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DECEMBER-U012
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2009-U012
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SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
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PREPAREDNESS-U012
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GRANT-U012
TRAINING;-U012
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APPROVE-U012
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USER-U012
SOFTWARE-U012
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SOFTWARE-U012
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RADIO-U012
IP-U012
AGREEMENT)-U012
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SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
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$36,143.75-U012
PERPETUAL-U012
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LICENSES-U012
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IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
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APRIL-U012
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2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
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LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
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AUTHORIZE-U012
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TO-U012
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AGREEMENT-U012
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A-U012
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COST-U012
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AGREEMENT - RADIO IP SOFTWAREy,
&�Agreement between the County of Monterey & Radio IP Software, Inc.
5 Summary of Deliverables:
5.1 Contractor to assign Project M
5.2 Contractor shall draft an Accepta approved.by the County includin
Division.
5.3 Contractor to provide, install, an
5.4 Contractor shall install the Radio
including configuring with an E`
activated. Contractor shall train
including ensuring the split-tunnt
shall be responsible for the remai
ger with responsibilities as defined in Section 7 below.
ce Test Plan ATP) which shall be reviewed and
the Information Technology Department Security
configure Radio IP MTG Server Software.
IP MTG Client software on at least 5 client laptops
DO REV A driver with the split tunneling feature
the County to load and configure client software
ling can be deactivated if desired. After training, County
Wing laptops.
5.5 Contractor to provide printed copy of MTG installation guide, Radio IP MTG User
Manual, and Routing Document.
5.6 This project is considered compl to when all deliverables specified in this Agreement are
accepted by the County and the TP has been executed successfully.
6 General
The installation process will begin wii
and redefine the system implementatio
also define all of the members of the
single point of contact with County.
assign an initial list of project tasks to t
7 Project Implementation Responsibi
7.1 Summary Task Resource All
7.1.1 Task Definition Radix
A Contractor's Project Manager will b
project tasks.
h a conference call meeting to clarify the system design
1 plan. This meeting between County and Contractor will
Project Manager's Implementation Team and establish a
inally, this meeting will allow the Project Managers to
ie appropriate team members.
ties
cation/Definition
IP Software" Resource Allocation
assigned to coordinate and implement the Contractor's
7.1.1.1 Dependencies
Contractor shall provide a singly
all project activities with respec
interface with the Contractor an
7.1.1.2 Deliverab
point of contact that will have the authority to manage
to Contractor's products and make project decisions to
County Project Managers.
es
Contractor shall identify a Proje t Manager who will function as the single point of
contact for this project.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
pPag.12,fM
BIB]
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A-U012
TERM-U012
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THROUGH-U012
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2010;-U012
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IN-U012
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AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
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TO-U012
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EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,
&�Agreement between the County of Monterey & Radio IP Software, Inc.
The Contractor's Project Manager shall schedule all activities associated with the
contract.
The Contractor's Project Mana er shall identify and report problems of any nature in a
timely manner to Contractor in luding an estimate of the schedule and cost impacts of the
problems and recommendation regarding their resolution.
The Contractor's Project Mana er shall ensure that all work products are completed in
accordance with the Detailed Project schedule.
7.1.1.3 Completion Criteria
This task will be considered complete when all Project Deliverables are met.
7.1.2 Task Definition Radio IP Software" Resource Allocation
The successful completion of the prop sed effort depends on the commitment and participation
of both the Contractor and County management and personnel. The responsibilities listed in this
section are in addition to those of the Contractor and County duties outlined elsewhere in this
document. Contractor predicates the success of this project on the fulfillment of these duties.
7.1.2.1 Depende Gies
Contractor shall assign a Proj Manager who will be responsible for executing all
Contractor responsibilities listed herein.
7.1.2.2 Deliver les
Contractor's Project Manager will serve as the intermediary between Contractor and
Contractor personnel, as well as the County project team personnel.
Contractor's Project Manager 11 work together with the County Project Manager to
administer any and all Change Order Requests.
Contractor's Project Manager will attend all scheduled activity meetings and conference
calls.
Contractor's Project Manager w 11 resolve deviations from project plans, which may be
caused by any factors within Co tractor's control.
Contractor's Project Manager 11 coordinate resources from Contractor.
Contractor's Project Manager w 11 ensure that the personnel whose subject matter
expertise is critical to the compl lion of the project is made available to County as
required.
Contractor's Project Manager w 11 perform the assigned tasks in a timely fashion; failure
to provide these times can significantly impact implementation schedules and project
training schedules.
7.1.2.3 Completion Criteria
This task will be considered completed when all deliverables are met.
Acceptance Tests Procedures ATP) sign-off will be required to complete delivery
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
Page 13 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
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SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
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AI90207-U03
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RIVASR-U04
14818-U05
4-U06
A.-U07
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GRANT-U012
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MOU)-U012
CITY-U012
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APRIL-U012
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2010-U012
THROUGH-U012
DECEMBER-U012
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2010;-U012
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IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
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AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
8 Hardware/Software Implementation
8.1 Summary Task Hardware/So tware Implementation
8.1.1 Task Definition
County is planning to set up and operate a mobile data network based on the Verizon Cellular
EVDO REV A network. In the future WIFI and RF network may be included. Contractor shall
provide County a version of Radio IP MTG Server software as well as the Client software that
will provide TCP/IP use on the network as well as communication optimization and encryption.
8.1.1.1 Dependencies-Hardware
Contractor shall be responsible for coordinating with County and other appropriate
wireless network providers such that all network communication, connections hardware,
etc., necessary to bring up a pr duction system infrastructure are available at the
appropriate time for the Radio software setup.
County shall be responsible for the installation and certification of any and all County
network infrastructure including, but not limited to: hubs, routers, bridges, switches,
modems, firewalls, network monitoring hardware and software, patch panels, patch
cords, equipment racks, power supplies, placing or pulling cable to their appropriate
locations, and dedicated data circuits between facilities.
County shall be responsible for he dedicated telephone line for remote diagnostics and
support of Contractor's products.
County shall be responsible for providing a server meeting the Radio IP server
requirements supplied by Radio IP Software for the project with Windows 2003 Server
SP2 32 bits edition installed.
County shall be responsible for roviding access to the server through a VPN for remote
diagnostics and support of Radi IP server.
County shall provide all necessary Mobile Data Computers laptops). These computers
must be installed with Microso XP SP3 and any necessary upgrades.
County shall fill out all pre-configuration documents provided by Contractor.
8.1.1.2 Deliverables Software
Contractor shall provide all software as specified below:
Radio IP MTG Server and Client
The Radio IP MTG software lic uses in this proposal to support up to 5 mobile units.
Contractor shall be responsible or installing and configuring all software necessary for
the complete operation of Radio IP MTG server software.
Contractor shall install the first ve 5) copies of Radio IP MTG software on the laptops
provided and provide training and knowledge transfer to County staff during those
installs. County shall then own the responsibility of learning to load the application
software on the remaining laptops.
8.1.1.3 Completion Criteria
This task will be considered completed when:
The Radio IP MTG Server so are has been installed;
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 14 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
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INC.-U02
LI21329-U03
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C1-U03
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DOCUMENTS-U03
4/16/2010-U04
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14818-U05
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DECEMBER-U012
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LICENSES-U012
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SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
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TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
The Radio IP MTG Client so
with an EVDO REV A driver
shall also work with County to
agencies not authorized to use
are has been installed on five 5) laptops, configured
d with the Split-Tunneling feature activated. Contractor
ensure that Split-Tunneling can be deactivated for
at feature.
Agreed upon ATP signed by all parties involved
9 System Description
9.1 Summary Task Description o
A full description of Contractor's prod
D. A network diagram in EXHIBIT A
also provided for further topology and
9.1.1 Radio IP MTG Server
Functionality of the Radio IP MTG se
Data compression, encryption
Acknowledgements to/from cli
9.1.2 Radio IP MTG Client
Functionality of the Radio IP MTG Cli
Optimization of TCP/IP data p
Data compression and encrypti
9.1.3 RadioRoam / Forward
Functionality of the Radio IP RadioRo
Capability of roaming from on
Session persistence while ro
Forward and Filtering rules m
Ability to block/allow by Netw
10 Application Documentation
10.1 Summary Task- Documenta
10.1.1 Task Definition-Doc
10.1.1.1 Delivera
Contractor shall provide a print
MTG User Manual and Routin
Mobile Data Connectivity System
cts is attached in Appendix B, Appendix C and Appendix
FIGURE 1 NETWORK TOPOLOGY DIAGRAM is
ctionality description.
nt:
ckets
n
d Filtering
/ Forward and Filtering:
network to another
g
aged centrally
rk, Ports, IP Address and Application Name
entation
les
copy of Radio IP MTG Installation Guide, Radio IP
document.
The documents are also available on the Radio IP MTG CD supplied by Radio IP Software.
10.1.1.2 Completi
This task is considered complet
NOTE: No training is essential once
interface card NIC). However, a co
County wish to learn more about Radi
the other options available.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
n Criteria
when the documentation is delivered.
the software is installed since it works like a network
e is available not included in the software price) should
IP MTG, the meaning and impact of each parameter and
BIB]
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IN-U012
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TOTAL-U012
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AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
11 System and Application Testing / Acceptance
11.1 Summary Task-System and pplication Testing / Acceptance
11.1.1 Task Definition-Testing/ Acceptance
Testing / Acceptance plans are based on the policy decisions made by County about how the
Contractor's application is to be employed.
11.1.1.1 Depend cies
Contractor's System Adminis for or designee must have a working knowledge of
County's policies and procedures.
11.1.1.2 Deliverables
Contractor shall create an Acce Lance Test Plan ATP) with Contractor's input to
accomplish the detailed testing f the functionality of Radio IP MTG software for the
project.
Contractor shall describe in the ATP the functional components to be tested to achieve
system acceptance.
A representative from Contract r and one representative of County shall perform each
test within the ATP for Radio software.
11.1.1.3 Compl n Criteria
This task shall be considered complete hen:
Contractor's Project Manager h executed the acceptance test plan successfully and
signed the Milestone document for the completion of this task.
Upon completion of each porti of the ATP for Radio IP software, the Contractor's
representative observing the testswill sign and date each section-representing acceptance
of that portion of the ATP.
12 Miscellaneous
12.1 Support Additional Fee
Standard support for County will be om 8:00 to 17:00 Eastern time) for the duration of the
implementation phase of the project and until the ATP sign-off. At which time, the Regular
Warranty/Maintenance agreement support 24/7) will apply.
All support calls and requests that are not directly related to Contractor's software products or
outside of the support time restrictions may be charged to County based on the Maintenance
Agreement fees only after the parties have discussed the issue and have, in good faith, attempted
to resolve the issues with the least financial impact to the County. Before permitting costs to be
incurred under this provision, Contractor shall ensure that the requesting party is an authorized
representative of the County on the condition that County provides a list of the names of
authorized representative(s) to Contractor.
12.2 Delivery Schedule
Radio IP MTG
Beta release:
Final Release GA):
Prepared by: DeAnna Hilbrants
Agreement with Radio P.
Not to Exceed $36,143.75
Page 16 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
12.3 Out of Scope Work
Any development request not included/ not documented in this Statement of Work will be
deemed as out of scope.
Work outside of the scope will be authorized upon mutual signature of a Change Order and
amendment to this Agreement.
County and Contractor shall require Change Order prior to performing work that is out of
scope. Radio IP Software will inform County when work is requested that is out of scope.
12.4 Office Space and Other Facilities
County shall provide the following:
Suitable office space, office supplies, furniture, telephone and other facilities equivalent
to those provided to County em loyees for project team members from Contractor while
they are on site at County premises;
All necessary reproduction services required to support Contractor's personnel while at
County location;
All necessary machine time, related services and supplies required to support project
tasks.
12.5 Security
County shall be responsible for the foll
The actual content of any data,
use and security of the stored d
The loss, damage or corruption
Establishing and executing ad
installation of the application so
existing and new programs and
The establishment and mainten
hardware and software systems.
Prepared by. DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
election and use of controls on its access as well as the
ta;
f existing end-user data files and documents;
uate end-user file back-up procedures prior to the
are and for supplying all back up media required for
ata;
ce of procedures to provide physical security for the
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
Appendix A to Exhibit A Section 1.0 Statement of Work- SAMPLE CHANGE ORDER
AMENDMENT TO AGREEMEN
SOFTWARE IMPLEMENT
MAINTENANCE SERVICES FO
THIS AMENDMENT is made to
Implementation Services and Software M
Software, Inc., hereinafter referred to as
subdivision of the State of California, her
NOW THEREFORE, the County and C
the following manner:
1. Section 2, PAYMENTS BY CO
pay the CONTRACTOR in acco
subject to the limitations set fo
CONTRACTOR under this agree:
amount payable by County to Co
2. Additional terms to be modified.
Contract Price Adjustments:
Original Contract Value
Previous Change Order amoun
This Change Order #
New Contract Value
Completion Date Adjustments:
Original Completion Date
Previous Schedule Change #1
This Schedule Change #
New Completion Date
3. Except as provided herein, all re:
are unchanged and unaffected by
as set forth in the AGREEMENT.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
FOR END USER SOFTWARE LICENSE,
TION SERVICES AND SOFTWARE
RADIO IP SOFTWARE
e Agreement for End User Software License, Software
intenance Services for Radio IP Software between Radio IP
CONTRACTOR", and the County of Monterey, a political
nafter referred to as County".
NTRACTOR wish to modify the agreement to
TRACTOR hereby agree to amend the AGREEMENT in
TY", shall be amended and replaced with: County shall
dance with the payment provisions set forth in Exhibit A,
in this Agreement. The total amount payable by County to
ent shall not exceed the sum of $ The total
tractor under this Amendment shall not exceed the sum of
ining terms, conditions and provisions of the AGREEMENT
s AMENDMENT and shall continue in full force and effect
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
4. A copy of the AMENDMENT sh be attached to the original AGREEMENT executed by the
County on MONTH, DAY, 2010.
IN WITNESS WHEREOF, the parties
written below.
MONTEREY COUNTY
Contracts/Purchasing Officer
Dated
APPROVED AS TO FORM:
Deputy County Counsel
Dated
APPROVED AS TO FISCAL PROVI
Auditor-Controller
Dated
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
have executed the AMENDMENT on the day and year
CONTRACTOR
By
Company Representative
Printed Name
Dated
IONS:
Page 19 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
Appendix B to Exhibit A Section 1.0 S~atement of Work Radio IP MTGTM
Description of Product
A Virtual network card that provides optimized IP to most private and public wireless systems.
Supported Networks:
Motorola DataTAC, Motomesh, IV&
Dataradio; Mobitex; ESTeem; CDPD;
Satellite; Tait; Tetra,Dimetra GE MDS,
Product Benefits
Better Security
All data transmitted is encrypted
communications are centralized at t
in both directions by using a firewal
Faster Speed
Radio IP MTG does this in two w~
which removes the chattiness associ
of 10. Secondly, the compression a
compressing all data going through.
Data Integrity
Because Radio IP MTG uses TCP ii
and integral data reception.
Larger Coverage B
When a vehicle is in a fringe covers
out of coverage, and when back in c
Virtual Card
No need for software development i
an application Radio IP MTG looks
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
j DEN WiDEN; M/A-COM EDACS and OpenSky;
GPRS; 1xRTT; 802.11x; EDGE; Switched Networks;
NovaRoam-L3, WiMax
with triple DES encryption. Also, because all wireless
he Radio IP MTG server, it is easy to control data access
1. Ex: Internet access is limited to pre-determined sites.
Sys. The first way is with its optimized TCP/IP protocol,
ated with TCP/IP, and reduces the header size by a factor
gorithm insures an efficient use of the wireless pipe, by
Ex: 10:1 ratio on text file.
stead of UDP in the transport layer, we insure complete
otprint
ge area, Radio IP MTG will buffer the information while
average, will continue transmitting from where it left off.
ork because Radio IP MTG is a virtual TCP/IP card. To
ike an Ethernet card.
Page 20 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
OF-U012
COMPLETION-U012
OF-U012
PROJECT-U012
BEEN-U012
RECORDED-U012
BY-U012
PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
OFFICE-U012
OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
Appendix C to Exhibit A Section 1 i0 Statement of Work-RadioRoam�
Product Description
RadioRoam enables wireless data
any wireless network. It finds the
discrete networks. Radio covera;
technologies.
Supported Networks:
Motorola DataTAC, Motomesh, I
Dataradio; Mobitex; ESTeem; CD
Satellite; Tait; Tetra,Dimetra GE N
sers to transparently and automatically roam to and from
uickest, most efficient way to transmit data in a world of
cost analysis is based on the best mixture of wireless
&D, iDEN WiDEN; M/A-COM EDACS and OpenSky;
D; GPRS; IxRTT; 802.11x; EDGE; Switched Networks;
DS, NovaRoam-L3, WiMax
Product Benefits
1. Least Cost Rou g
A cost bias is one of the many user definable fields that can be modified by the administrator
to maximize the efficiency of roaming to other networks. For example, in the case of some
cellular networks, the time of day can be an important cost variable in using the network.
RadioRoam uses cost-variables in its decision-making algorithm.
Using RadioRoam makes it easy: County gets the network that gives the best coverage and
throughput at the right cost.
2. Multiple Wireless Network Support
Mobile units can roam from one distinct network to another, easily and transparently,
integrating diverse wireless netwo ks under a single TCP/IP industry standard interface.
RadioRoam extends data communications to areas where it wasn't previously possible and
provides the opportunity to have a b ck up wireless system.
RadioRoam will deliver data se lessly across various wireless systems with files
compressed by over 90%, on average.
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
Page 21 of 38
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40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
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FO86069-U03
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AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
EXHIBIT A FIGURE 1 NET`1VORK TOPOLOGY DIAGRAM
Doftftft
ele.K,y e.v.n
RF
LAW 0.1y
Eneryged T t on MOS Dole
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
NAC Apo Tdl6e
Page 22 of 38
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AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
EXHIBIT A SECTION 2.0 P YMENT PROVISIONS
2.1 For the services described in P
aragraph 1 above, Contractor shall bill County as follows:
Product Unit Price Number
of Units Total
Radio IP MTG Server Softwar
Drivers Supported IP $2,000.00 1 $2,000.00
Supported IP Drivers per licen se up to 150) $150.00 150 $22,500.00
MTG On-Site Basic Installatio
expenses 2 days) n including travel $6,500.00 1 $6,500.00
Technical Product and System
on site at County of Monterey raining 1 day)
travel included $3,000.00 1 $3,000.00
Sales Tax 8.75%) $2,143.75
TOTAL $36,143.75
2.2 Software Maintenance: Twelve 12) months after the acceptance of Software Licenses
and Software Implementation Services described in Exhibit A and Exhibit B to this
Agreement, the County may elect to request Maintenance Services as described in
Exhibit C to this Agreement. at service shall be requested through an amendment to
this Agreement extending the term. In consideration of obtaining access to Radio IP's
maintenance services described herein, County agrees to pay an amount equivalent to
20% of the fees paid for the Software licenses for each year of maintenance services.
2.3 It is mutually understood and agreed by both parties that Contractor's total compensation
under the Agreement shall not exceed $36,143.75 for services authorized and used by the
County. Any additional services resulting in additional costs shall be subject to an
Amendment to this Agreement o a separate agreement.
2.4 Invoice amounts shall be billed directly to the Information Technology Department at
1590 Moffett Street, Salinas, CAj 93905.
2.5 The invoice shall set forth the arnounts claimed by CONTRACTOR for the previous
period, together with an itemized basis for the amounts claimed, and such other
information pertinent to the invoice. The County shall certify the invoice; either in the
requested amount or in such other amount as the County approves in conformity with this
Agreement, and shall promptly not exceeding five business days) submit such invoice to
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
Page 23 of 38
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AGREEMENT-U02
U02
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IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
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AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
the County Auditor-Controller for payment. The County Auditor-Controller shall pay the
amount certified within 30 days of receiving the certified invoice.
I
2.6 Contractor and County acknow edge that part of the costs incurred from this Agreement
will be billed to other agencies n Monterey County and those agencies may rely on
monies received from Federal o State grants for payment of these costs. However, that
fact will not relieve County fro its responsibility for payment of its costs under this
Agreement.
II
EXHIBIT B SOFTWARE LICEN E
END USER LICENSE AGREEME
BETWEEN:
AND:
1. GRANT OF FULL LICENSE
EULA) FOR ALL RADIO IP SOFTWARE
RADIO IP SOFTWARE INC., a Quebec
corporation whose head office is located at
740 Notre Dame Street West, Suite 500, Montreal,
Quebec, Canada, H3C 3X6
hereinafter referred to as Radio IP")
COUNTY OF MONTEREY, a political
subdivision of the State of California with the
Contract Administrator for this Agreement
located at County of Monterey Information
Technology Department, 1590 Moffett Street,
Salinas, CA 93905.
hereinafter referred to as the County")
Upon County and Radio IP's acceptance of this End User License Agreement EULA) for the
purchase of a retail version and subje4t to the payment of all applicable license fees, and the
terms and conditions of this EULA, Radio IP hereby grants to County a limited, non-exclusive,
non-transferable right to install and rare copies of the specified version of the Software and the
accompanying documentation, on, aster the documentation supporting the purchase of the
license i) a specified number of servers hosting the Software to provide service to a defined
number of mobile clients; ii) a specied number of servers communicating with a defined
number of mobile clients; or iii) a specified number of mobile clients only Permitted Number
of Installations").
Prepared by: DeAnna Hilbrants
Agreement with Radio 1P.
Not to Exceed $36,143.75
Page 24 of 38
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40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
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4/16/2010-U04
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LIABILITY,-U012
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PROVISIONS-U012
IN-U012
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AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IF Software, Inc.
This software is for the use of the County Mobile Data System by County and participating
agencies who have signed the Master Agreement for Maintenance and Operation of a Mobile
Data Communications System. Contractor and County understand that licenses purchased under
this EULA will be sub-licensed to participating agencies. The County shall procure licenses on
behalf of those users and sub-license tol them.
Upon receipt of the appropriate Software registration information, Radio IP will provide County
an alphanumeric key the Temporary ey") to enable County to use the Software with up to the
Permitted Number of Installations, pursuant to the terms of this EULA for a period of 30 days.
Upon Radio IP's receipt of payment, Radio IP will supply a Permanent Key" that will allow
County to use the software with up to the Permitted Number of Installations.
Radio IP also grants County the right to reproduce the manuals and other documents relating to
the installation and use of the software the Documentation") in association with authorized
copies of the software.
Documentation shall include, but not be limited to, any printed materials, online" or electronic
data provided by or obtained from Radio IP with regard to this Software Documentation").
The Software and Documentation are li ensed, not sold. Even though copies of the Software may
be provided on media of different form ts, copies of the Software on different media formats do
not constitute multiple licenses to the S ftware.
If the Software is licensed as a suite or bundled with more than one specified Software product,
this EULA applies to all such specified Software products, subject to any restrictions or usage
terms specified on the applicable product packaging or accompanying documentation that
applies to any of such Software products individually.
County shall use best efforts to ensure that County representatives and agents including the
participating agencies comply with the terms and conditions of the EULA.
2. OWNERSHIP AND LIMITS TO USE
County agrees that, as between County and Radio IP, all right, title and interest in and to the
Software and Documentation shall remain solely with Radio IP except as otherwise expressly set
forth herein. For purposes of this License, Software" shall include and the terms and conditions
of this License shall apply to) any upgrades, updates, bug fixes, modifications, or modified
versions of the Software collectively, Upgrades") or backup copies of the Software, licensed or
provided to County by Radio IP or its s~ppliers, for which County has paid the applicable license
or maintenance fee. Any copy made in accordance with this license must indicate the right of
ownership of Radio IP.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LICENSE COUNTY AGREES
THAT: 1) COUNTY HAS NO LICENSE OR RIGHT TO USE ANY SUCH UPGRADES OR
ADDITIONAL COPIES UNLESS COUNTY, AT THE TIME OF ACQUIRING SUCH
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
Page 25 of 38
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AGREEMENT-U02
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RADIO-U02
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SOFTWARE,-U02
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LI21329-U03
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/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
UPGRADE OR COPY, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL
SOFTWARE AND COUNTY HAS PAID THE APPLICABLE FEE, IF ANY, FOR THE
UPGRADE OR COPY; 2) COUNTY'S USE OF UPGRADES IS LIMITED TO USE SOLELY
AS PROVIDED IN THIS LICENSE;; AND 3) COUNTY'S USE OF ADDITIONAL COPIES
IS LIMITED TO BACKUP PURPOSES ONLY, AS PERMITTED ABOVE.
In order to protect the rights of Radio IP, County undertakes to comply with the following
conditions:
a) County may not reproduce, transmit or provide access to the Software on any computer that
is not authorized by this EULA, either because it is not owned by County, because it exceeds the
Permitted Number of Installations or for the benefit of any person that is not employed by
County except for those participants in the Master Agreement for the Maintenance and Operation
of a Mobile Data Communication System as defined in Section 1 above;
b) County shall not loan, sell, or otherwise loan out or sell all or part of the Software and
Documentation except as otherwise prdvided in this EULA;
c) County shall not decompile, disassemble or undertake any form of reengineering process on
the Software or provide its assistance to any effort of a third party to do so; and
d) County shall not modify or alter in any manner the Software or the Documentation or take
part in any such effort initiated by a third party.
County shall only use the programs contained in the Software for which County has paid a
License fee. County hereby grants to Radio IP and its representatives the right to examine
County's books, records and accounts including electronic records) during County's normal
business hours to verify compliance with the terms hereof. In the event that such audit discloses
that the Permitted Number of Installations is exceeded, Radio IP shall notify County in writing
and County shall have sixty 60) days' to uninstall the licenses that are not permitted or to pay
Radio IP the appropriate License Fee fpr the additional computers or users.
3. U.S. GOVERNMENT LICENSES
If the Client is the United States Government or an agency or component thereof, the Client
hereby acknowledges that the Licensed Software is Commercial Computer Software" within the
meaning of the Federal Acquisition Regulation FAR") Section 12.212, the clause at FAR
Section 52.227-19, and any provisipns of the Defense Federal Acquisition Regulation
Supplement DFARS") relating to commercial computer software. This EULA shall not give
the Client any rights greater than those conveyed under the license that Radio IP customarily
provides to the public, supplemented by the rights enumerated in the clause at FAR Section
52.227-19, paragraphs c) 2) i), iii) and vi) only.
Prepared by: DeAnna Hilbrants
Agreement with Radio 1P.
Not to Exceed $36,143.75
BIB]
40285-U01
AGREEMENT-U02
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RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
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14818-U05
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2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
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OF-U012
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AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,&�Agreement between the County of Monterey & Radio IP Software, Inc.
i
4. ACCESS TO THE SOURCE CODE
This EULA does not grant County the right to access the source code of the Software. If, in
certain circumstances, such protection i is desired by County, County may solicit a separate
agreement with Radio IP to this end and pay the fees required by Radio IP to maintain such
access.
If the Software source code is communicated to County, County undertakes to hold it in
confidence and not to disclose it. County shall further only make use of the source code for the
limited purpose of maintaining the Software in an operational state.
5. SYSTEM REQUIREMENTS
County shall be responsible for ensuring that the computer systems onto which the Software will
be installed as well as the telecommunication system used meet the minimal requirements
prescribed by Radio IP.
6. REPRESENTATIONS OF RADIO IP
Radio IP represents for County's benefit that:
i) it is duly authorized and holds all rights necessary to execute this EULA and there are no
legal, judicial or contractual limitations preventing its execution; and
ii) the Software and the Documentation are original works that, to Radio IP's knowledge, do not
violate any copyright.
7. LIMITATION OF LIABILITY
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS". RADIO IP AND
ITS DISTRIBUTORS OR RESELLERS DO NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION ARE ERROR FREE OR THAT COUNTY WILL BE ABLE TO
OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT IT
WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. RADIO IP AND ITS
DISTRIBUTORS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS
AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND/OR
ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH
REGARD TO THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED
WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO COUNTY. TO THE
EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS
LIMITED IN DURATION TO THE SHORTEST WARRANTY PERIOD APPLICABLE IN
SUCH JURISDICTION. IN NO EVENT WILL RADIO IP OR ANY OF ITS DISTRIBUTORS
OR SUBSIDIARIES, OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
Prepared by. DeAnna Ililbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 27 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
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EQUIPMENT-U012
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FISCAL-U012
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AFG-U012
MOU)-U012
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IN-U012
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BY-U012
DIRECTOR-U012
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INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
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AUTHORIZE-U012
CONTRACTS-U012
/-U012
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OFFICER-U012
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AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
REPRESENTATIVES OR AFFILIATES OF RADIO IP, THEIR SUBSIDIARIES OR THEIR
SUPPLIERS, BE LIABLE TO COUNTY FOR ANY CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, INDIRECT OR SPECIAL DAMAGES WHATSOEVER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR THE LOSS OR ALTERATION OF DATA,
LOSS OF PROFIT, INTERRUPTION OF BUSINESS AND LOSS OF EMPLOYEE WORK
TIME AND LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED, WHETHER
FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY
TO USE THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF THE BASIS OF
THE CLAIM AND EVEN IF RADIO IP OR ONE OF ITS DISTRIBUTORS OR A
REPRESENTATIVE OF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. COUNTY'S SOLE AND EXCLUSIVE REMEDY, AND RADIO IP'S AND ITS
DISTRIBUTORS' AND SUBSIDIARIES' ENTIRE AGGREGATE LIABILITY TO COUNTY
FOR DIRECT DAMAGES, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF
THE FORM OF THE ACTION, IS LIMITED TO NO MORE THAN THE MONEY PAID FOR
THE SOFTWARE OR REPLACEMENT OR REPAIR OF THE SOFTWARE AT RADIO IP'S
SOLE OPTION). IN NO EVENT SHALL RADIO IP AND ITS DISTRIBUTORS' AND
SUBSIDIARIES' AGGREGATE LIABILITY TO COUNTY, WHETHER IN CONTRACT OR
IN TORT INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PRICE PAID BY
COUNTY FOR THE SOFTWARE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO COUNTY.
County hereby agrees to indemnify, defend and hold Radio IP, and its distributors, affiliates and
suppliers harmless, and their directors, officers, employees, agents, and representatives from and
against any damages, losses, costs, or liabilities including reasonable attorneys fees) arising out
of County's breach of this EULA. Due to the unique nature of the Software and the
Documentation, County agrees that any breach of this License would cause Radio IP irreparable
harm for which damages are not an adequate remedy and, therefore, County irrevocably consents
to an injunction and other equitable relief without posting a bond or other security for any
potential breach of this EULA.
If any provision of this EULA is held unenforceable by a court of competent jurisdiction, that
provision shall be enforced to the maximum extent permissible, and the remaining provisions of
this EULA will remain in full force and effect. Radio IP hereby specifically disclaims the U.N.
Convention on Contracts for the International Sale of Goods.
8. WARRANTY
If County accepts the full license at the close of the trial period in accordance with the terms and
conditions of this EULA, County has twelve 12) months from the acceptance of the full license
to report any defect in the Software. In such an event, Radio IP will, at no cost to County, have
programming errors corrected and deliver to County a functional version of the Software. This
obligation exists only if County maintains at all relevant times the minimal system requirements
described in section 5 of this EULA. Additionally, Radio IP shall provide those services
described in EXHIBIT C SOFTWARE MAINTENANCE AGREEMENT during the warranty
period at no additional cost to the County.
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
Page 28 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
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MOBILE-U07
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193-INFORMATION-U08
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FISCAL-U012
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MOU)-U012
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$36,143.75-U012
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LICENSES-U012
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LIABILITY,-U012
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A-U012
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OF-U012
AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
During this warranty period, to identify and resolve any problems relating to the Software,
County shall refer to the documentation provided by Radio IP for the phone number to use and
the hours of operation of its support phone service.
Notwithstanding the preceding, County is not entitled to the warranty if County modifies the
Software without the prior written authorization of Radio IP, if County does not follow the
instructions found in the Documentation or if County breaches the terms and conditions of this
license.
Radio IP does not warrant the performance, use and exploitation of the Software. No damages
may be claimed from Radio IP with respect to the performance, use or exploitation of the
Software.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE
CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. USE OF SOFTWARE
County shall follow the instructions found in the Documentation relating to the proper use of the
Software.
10. CONFIDENTIALITY
County acknowledges that all information relating to the Software that County has obtained or
will obtain are of a confidential nature and are trade secrets exclusively owned by Radio IP.
County expressly undertakes to use the information relating to the Software County receives in
conformity with the license and to hold such information in confidence without disclosing it to
any third party during this EULA and at all times subsequent to its termination or expiration for
whatever reason.
County agrees to implement reasonable security measures to protect such trade secrets and
copyrighted material.
11. NON TRANSFERABILITY
Except as otherwise provided in this EULA, neither this EULA nor any rights or licenses granted
hereunder may be assigned or delegated without the prior written consent of the County and
Radio IP. Any such assignment or delegation in breach of this undertaking is void and results in
the immediate termination of this EULA.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 29 of 38
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40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
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4/16/2010-U04
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14818-U05
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AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
12. TERMINATION
If County breaches any of the terms and conditions of this EULA or refuses or neglects to pay
the applicable license fees, Radio IP shall notify County in writing. County shall have sixty 60)
days to make payment or resolve any breach. In the event that County fails to correct any breach
or tender payment to Radio IP, Radio IP shall have the right to terminate this EULA
immediately. In such an event, County undertakes to surrender the Software and the
Documentation and destroy any copies made.
13. ENTIRE END USER LICENSE AGREEMENT
All prior proposals, understandings, and other agreements between the parties, including the
version of this EULA which is an integral part of the CD-Rom that Radio IP has provided or will
provide to County, that relate to the subject matter of this EULA are hereby superseded and
merged into this EULA. This EULA may not be modified or altered except in writing by an
instrument duly executed by authorized officers of both parties.
14. SCOPE OF EULA
This License Agreement binds the parties thereto as well as their legal representatives. County
agrees that Radio IP is a beneficiary of all of the terms and conditions stipulated in this EULA
and may invoke them at all times.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 30 of
BIB]
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/-U012
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AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
EXHIBIT C SOFTWARE MAINTENANCE AGREEMENT
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN:
AND:
RECITALS
RADIO IP SOFTWARE INC., a Quebec
corporation whose head office is located at 740
Notre Dame West, suite 500, Montreal, Quebec,
Canada, H3C 3X6
hereinafter referred to as RADIO IP")
COUNTY OF MONTEREY, a political
subdivision of the State of California with the
Contract Administrator for this Agreement
located at County of Monterey Information
Technology Department, 1590 Moffett Street,
Salinas, CA 93905.
hereinafter referred to as the County")
County has purchased licenses from RADIO IP to use one or more software applications further
detailed in this Agreement and any Amendments.
County wishes to be able to order maintenance services provided by RADIO IP, thus allowing it
to preserve the continuity of operation of the Software and to benefit from any updates to the
Software.
This software is for the use of the County Mobile Data System by County and participating
agencies who have signed the Master Agreement for Maintenance and Operation of a Mobile
Data Communications System. Contractor and County understand that licenses purchased under
this Agreement will be sub-licensed to participating agencies and that maintenance services shall
be coordinated by the County.
RADIO IP is willing to provide such services in accordance with the terms and conditions of this
Maintenance Agreement.
THE PARTIES AGREE AS FOLLOWS:
1 MAINTENANCE SERVICES
1.1 RADIO IP shall deploy all reasonable efforts to correct errors, bugs and
programming defects, as reported by County, that stem from the Software and that
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
I
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
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4/16/2010-U04
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14818-U05
4-U06
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/-U012
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TO-U012
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TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy, &�Agreement between the County of Monterey & Radio IP Software, Inc.
interfere with the proper functioning of the Software, as described in the
specifications published by RADIO IP. RADIO IP shall not be responsible for the
correction of any errors, bugs or defects affecting any equipment or software used
in conjunctionwith the Software that is not provided by Radio IP. County agrees
to communicate to RADIO IP, in writing, all the details of which it is aware
concerning any errors, bugs and programming defects affecting the Software, in
order to allow RADIO IP to properly perform its obligations hereunder. If,
pursuant to such communication by County, RADIO IP concludes that such
errors, bugs and defects were non-existent or were caused by the equipment or
software used in conjunction with the Software, or attributable to another cause to
the Software, RADIO IP may, at its discretion, require County to pay for time
spent to detect and correct such errors, bugs and defects, at the hourly
consultation rate in force at such time. However, to the extent possible, any time
spent for detection and / or correction of any errors / bugs or defects shall take
place during the regular work hours specified in section 1.2 below. Before
permitting costs to be incurred under this provision, Radio 1P shall ensure that the
requesting party is an authorized representative of the County on the condition
that County provides a list of the names of authorized representative(s) to
Contractor.
1.2 RADIO IP agrees to provide a telephone assistance service for the Software. The
telephone assistance service of RADIO IP is available between 8:00 a.m. and 5:00
p.m. Canadian eastern time, from Monday to Friday, except for holidays in effect
in the Province of Quebec as detailed in Appendix 1 to Exhibit C. RADIO IP shall
ensure that calls from the Client are returned within four 4) business hours. The
purpose of the telephone assistance service of RADIO IP is to attempt to identify
and resolve functional problems in the Software. Its purpose is not to identify nor
resolve functional problems of hardware, software or equipment used in
conjunction with the Software, nor to provide training to employees or consultants
of County with regards to the Software.
1.3 RADIO IP agrees to provide an emergency telephone assistance service outside of
regular telephone assistance service hours described at paragraph 1.2 of this
Maintenance Agreement. RADIO IP shall ensure that emergency calls are
returned within four 4) hours. The purpose of the service is to attempt to identify
and resolve urgent and major problems in the Software, which cause a stoppage of
service and which persist after a shutdown and restart of the server. If an
emergency service call concerns a non-urgent matter, a problem that is not major
or a problem which results from a cause other than from the Software, the Client
agrees to remunerate RADIO IP for the time spent to identify and resolve the
problem at the hourly consultation rate valid at the time. Before permitting costs
to be incurred under this provision, Radio IP shall ensure that the requesting party
is an authorized representative of the County on the condition that County
provides a list of the names of authorized representative(s) to Contractor.
1.4 RADIO IP shall provide to County the revised versions of the Software within a
reasonable delay from the time they are offered on a commercial basis, as well as,
Prepared by: DeAnnaHilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 32 of 38
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AGREEMENT - RADIO IP SOFTWAREy,!&�Agreement between the County of Monterey & Radio IP Software, Inc.
where applicable, the terms and conditions upon which the updates are offered.
County is deemed to have accepted the terms and conditions if it installs the
Software updates so provided that those terms and conditions are not in conflict or
do not modify the terms and conditions of this Maintenance Agreement. It is
understood that in order to have a right to the Software updates which includes,
fixes, patches and Service Packs) in relation to specific copies of the Software,
County must have been party to a valid maintenance contract since the expiry of
the warranty period of the Software or must retroactively disburse maintenance
fees for the entire period not covered by a maintenance contract. RADIO IP is not
obliged to offer installation services of the Software updates in the context of this
Maintenance Agreement. Any Software update is provided to County, subject to
County abiding by the terms and conditions of the license entered into by County
for the initial version of the Software, including the number of permitted copies
and the terms and conditions communicated with the Software updates. It is
understood that County will have no right to receive or use any new software
developed by RADIO IP, even if this new software can fulfill, in whole or in part,
the same needs as the Software. RADIO IP shall have the sole discretion to
determine whether such software constitutes a Software update, without
additional fees being paid by County, or an upgrade new functionalities) for
which licensing fees must be paid by County.
1.5 It is understood that RADIO IP is not required to proceed with modifications or
improvements requested by County or to provide other maintenance services not
mentioned explicitly in this Maintenance Agreement. Pursuant to a separate
written Amendment to this Agreement or Agreement with County, RADIO IP
may, at its sole discretion, proceed to such modifications or improvements with
remuneration at the hourly consultation rate in force at such time.
2. DURATION OF SERVICES AND TERMINATION
2.1 This Maintenance Agreement is for a term of twelve 12) months. The optional
Maintenance Agreement shall begin 12 months after the acceptance of Software
Licenses and Software Implementation Services described in Exhibit A and B to
this Agreement. This Maintenance Agreement may be renewed by written
amendment to this Agreement.
2.2 This Maintenance Agreement shall be terminated without any notice or delay if
any of the following events occur:
The County sells, assigns or transfers its rights or a portion thereof in a
license to the Software covered by this Maintenance Agreement without
obtaining the prior written permission from RADIO IP except for the
participating agencies who have signed the Master Agreement for the
Maintenance and Operation of a Mobile Data Communications System
and, thereby, are sub-licensees of the County;
Prepared by: DeAnna 11ilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
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A-U012
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AGREEMENT - RADIO IP SOFTWAREy,"&�Agreement between the County of Monterey & Radio IP Software, Inc.
The County or RADIO IP breaches or does not respect any term, condition
or stipulation contained in this Maintenance Agreement, or any license
agreement relating to the Software when a default notice has been sent and
such default has not been rectified within thirty 30) days of receipt of
such prior notice;
2.3 Notwithstanding the foregoing, either of the two 2) parties hereto may terminate
this Maintenance Agreement by registered letter upon giving the other party a
ninety 90) day prior notice.
If RADIO IP exercises the right to terminate this Maintenance Agreement
upon a ninety 90) day notice, RADIO IP agrees to continue to provide
maintenance services during the aforementioned ninety 90) day notice
period in relation to maintenance contracts in force at the time of
termination. The terms and conditions of this Agreement shall continue to
apply only in respect of such maintenance contracts and compliance
therewith, including payment of maintenance fees to RADIO IP by the
County, is a condition of their survival.
2.4 In the event that County has paid the fees payable under this Maintenance
Agreement in advance for a given period and if this Maintenance Agreement is
terminated before the expiration of said period by virtue of article 2.2 or article
2.3, RADIO IP agrees to reimburse a prorated amount of the fees to County
equivalent to the amounts received which are applicable to the period having been
the object of the termination.
3. COUNTY'S RESPONSIBILITIES
3.1 County shall ensure that the equipment and software used in conjunction with the
Software conform to the specifications which may be set out from time to time in
the documentation provided with the Software, and ensure that these equipment
and software are functional and do not impede the proper operation of the
Software.
3.2 County shall be solely responsible for the installation and configuration at its cost,
of any revised version of the Software that is communicated by RADIO IP
pursuant to this Maintenance Agreement. RADIO IP may designate certain
revised versions as being mandatory updates, in which case County shall install
and configure the revised versions within sixty 60) days of transmittal of the
update. If County refuses or neglects to install the mandatory updates of the
Software, RADIO IP shall not be required to provide maintenance services until
installation of these mandatory updates is completed unless County has notified
Radio P of issues discovered during County's testing of updates. In the case of
issues with mandatory updates that County is unable to install due to issues
discovered during testing, Radio IP and County shall work together to resolve.
Prepared by. DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
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AGREEMENT-U02
U02
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LI21329-U03
FO21330-U03
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14818-U05
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WONGL-U10
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EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
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FEDERAL-U012
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B.-U012
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AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AN-U012
AGREEMENT-U012
END-U012
USER-U012
SOFTWARE-U012
LICENSE,-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
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OF-U012
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A-U012
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AGREEMENT - RADIO IP SOFTWAREy,#&�Agreement between the County of Monterey & Radio IP Software, Inc.
3.3 To receive the full benefit of maintenance services provided under this
Maintenance Agreement and remain compliant with State of California
Department of Justice requirements, Radio IP shall connect with County using a
County-standard VPN client. At Radio IP's request, County shall install
PCAnywhere on the server with use permitted for managing console access on the
server only. This will enable persons providing maintenance services to connect
to County's server in accordance with agreed security standards, which may be
necessary to address certain problems affecting the Software.
3.4 County agrees that the maintenance services described in this Maintenance
Agreement shall be remotely provided and that RADIO IP shall have no
obligation to travel to the location or the site of the County.
4. ANNUAL MAINTENANCE FEES
4.1 In consideration of obtaining access to Radio IP's maintenance services described
herein, County agrees to pay an amount equivalent to 20% of the fees paid for the
Software licenses. This amount shall be paid within thirty 30) days of the
Effective Date, or, in the case of renewals, each beginning of the renewal term or
in the case of a retroactive renewal pursuant to Section 2.1 of this Maintenance
Agreement, simultaneously with receipt of the purchase order), in advance, for the
upcoming year. If the warranty period of additional licensed copies of the
Software purchased by County expires during the term of this Maintenance
Agreement or any renewal term, County undertakes to pay an amount equal to
20% of the cost of obtaining the relevant licenses for the Software in proportion to
the period of time between the end of the warranty period and the end of the
current maintenance term. This payment shall be made within thirty 30) days of
receipt of RADIO IP's invoice by the County of Monterey Auditor Controller. It
is understood that County shall not claim any credit for any period of time during
which it did not have recourse to RADIO IP's maintenance services.
4.2 RADIO IP may modify the amount or the method of calculating maintenance fees
or the conditions of this Maintenance Agreement by providing to County a sixty
60) day written notice to the person described in Section 14 NOTICES) of the
AGREEMENT. These modifications will come into force immediately regarding
any new order for maintenance services and, for maintenance contracts already
benefiting County, on the following January 1.
4.3 All amounts payable to RADIO IP shall be in U.S. funds. The amounts indicated
in this Agreement do not include applicable taxes, including customs and excise
taxes, which shall be paid by County, over and above the amounts mentioned.
5. LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTY
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
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DOCUMENTS-U03
4/16/2010-U04
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14818-U05
4-U06
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AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
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WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
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EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
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FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
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DECEMBER-U012
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THROUGH-U012
SIX-U012
6)-U012
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NOTICE-U012
OF-U012
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OFFICER-U012
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USER-U012
SOFTWARE-U012
LICENSE,-U012
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IMPLEMENTATION-U012
SERVICES-U012
SOFTWARE-U012
MAINTENANCE"-U012
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IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
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AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
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IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
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TECHNOLOGY;-U012
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TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
AGREEMENT - RADIO IP SOFTWAREy,$&�Agreement between the County of Monterey & Radio IP Software, Inc.
5.1 RADIO IP DOES NOT GRANT ANY WARRANTY OF ANY NATURE
WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION TO THE GENERALITY OF THE FOREGOING, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
5.2 RADIO IP SHALL NOT BE LIABLE FOR ANY AMOUNTS
REPRESENTING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF
PRODUCTIVITY, LOSS OR ALTERATION OF DATA, LOSS OF WORKING
HOURS OF EMPLOYEES OR CONSULTANTS, DELAY IN THE
PROVISION OF SERVICES, AND INTERRUPTION OF SERVICE
RELATING TO THE SERVICES PERFORMED BY RADIO IP, ANY
UPDATES TO THE SOFTWARE, AND THE SOFTWARE OR FOR
INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
INCLUDING ATTORNEYS' FEES. RADIO IP IS LIKEWISE NOT LIABLE
FOR ANY LOSS OR DAMAGE EVEN IF THE CLIENT HAS INFORMED IT
OF SUCH A POSSIBILITY OF DAMAGES OR LOSSES.
6. FINAL PROVISIONS
Neither of the parties to this Maintenance Agreement shall be considered in default of
performing its obligations pursuant to this Maintenance Agreement, if such performance
is delayed, suspended or precluded following an event of force majeure. Force majeure
constitutes any cause which is independent of the will of the parties to this Maintenance
Agreement, which they could not have reasonably foreseen and against which they
cannot have protected themselves. Force majeure includes, but is not limited to, any
fortuitous event, strike, partial or complete stoppage of work, lock-out, fire, riot,
intervention by civil or military authorities, compliance with regulations or orders of all
governmental authorities and war whether or not declared).
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
RIVASR-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
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FISCAL-U012
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FEDERAL-U012
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TO-U012
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GRANT-U012
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AGREEMENT - RADIO IP SOFTWAREy,%&�Agreement between the County of Monterey & Radio IP Software, Inc.
Appendix 1 to Exhibit C SOFTWARE MAINTENANCE AGREEMENT
Legal Holidays in the Province of Quebec
New Year's Day
Good Friday
Patriots' National Day
Quebec's National Holiday
Canada Day
Labour Day
Thanksgiving Day
Christmas Day
Boxing Day
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Jan. 1
April 2
May 24
June 24
July 1
Sept. 6
Oct. 11
Dec. 25
Dec. 26
Page 37 of 3
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
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14818-U05
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APPROVE-U07
AUTHORIZE-U07
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OFFICER-U07
TO-U07
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OF-U07
MOBILE-U07
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193-INFORMATION-U08
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4/2/2010-U011
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INFRASTRUCTURE-U012
EQUIPMENT-U012
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FISCAL-U012
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2008-U012
FEDERAL-U012
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TO-U012
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GRANT-U012
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CITY-U012
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MONTEREY-U012
PERIOD-U012
OF-U012
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THROUGH-U012
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USER-U012
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AGREEMENT - RADIO IP SOFTWAREy,&&�Agreement between the County of Monterey & Radio IP Software, Inc.
EXHIBIT D CONTRACTOR'S W-SECI IRS FORM
rmr iN Certificate of Porelgn Petrsoft's 6101M That frloor a Is
gffeC#lwely Connected With the Conduct of a Trade or
aeay tnoey Business In the Unltsd Slats Data eto r s rret
trptramtld or tlebTrat ty s S.c oft rolerww es an in the MihYri~M RNai ak ti0{It M iFif w h
eweeltteN.ue bebla Y Nns 1rbN lnrnr to the tv d+l:.
NO" Pe'*uM wbngffV D rare must No en WramI U h,co n. 6x Turn to report h M& d &W to bo tert6alJrety
caeeecM xJt, a U.S tracto artrnaatr,ee s are tetact n
Do mat rya this lens ion yy 1 a uW tnetrrd tbs* berm:
r R.6ettetiClWAwretst~tetYdal�s�3taarAttatatrnaCtbeatybr.sBtw M i Nt=9Ett t
3 A tO'.tep *aesrrrtrab; Ft4tl dCCprtfradoa, lofi~SftenW i b or teeth: ldletQn t}a~/rtef~pt f gtXM~Orl. Opy(gf1 fl'IMata
tpVrdbeJen. oc oo+.r~+�+a>C of a U 5 traeeetorr ateb rtr~g ees OiI1Otanpy 1 tern so i OAe, or 1�Raaie} W4E XP
ltaEet 3bere afar arxart3usa #bow Itt rmdt+edr'eettartirr4r obrrrrotedtnaoer+e p,t ktawrt- tntrrrtaerrarereneige
A two a oast cwimk>{t an t~ s~'4~.6. wderhC~rnean ttlgont.#IR4~I'l.tSr
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tf O1 TREAL OUEWX~ $13C 3X8
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9 $peo r such mm of kronaw ow it, or Is e.% feud W be, Wood ft V ope u d al t1ur cerrdttota a We
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Sign
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Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Umv-, e.traeerwp~ey,turuwawrkw.ragrdeosen.i s tanx~r~rt~nthrtp~arat fFearwdenarrtpsrkksEr:iaw~,eewaet,
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#'r s.trfr1441 000+.ertl+yftr V 0"tttdertr tewe sU. r+tM�tratnnaonla0.rs fra.tr,rtretfse4m~a!ka6wiikntaabe~.
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Page 38 of 38
BIB]
40285-U01
AGREEMENT-U02
U02
RADIO-U02
IP-U02
SOFTWARE,-U02
INC.-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90651-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
4/16/2010-U04
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14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
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DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
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IP-U012
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OF-U012
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D.-U012
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/-U012
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
AGREEMENT FOR END USER SOFTWARE LICENSE, SOFTWARE
IMPLEMENTATION SERVICES AND SOFTWARE MAINTENANCE
SERVICES FOR RADIO IP SOFTWARE
NOT TO EXCEED $100,000)
This AGREEMENT is made and entered into by and between the County of Monterey, a
political subdivision of the State of California, hereinafter referred to as County", and Radio IP
Software, Inc., a Quebec corporation whose head office is located at 740 Notre Dame Street
West, Suite 500, Montreal, Quebec, Canada, H3C 3X6, hereinafter referred to as
CONTRACTOR."
RECITALS
A. WHEREAS, the County desires to enter into a license agreement for use of the Radio IP
Software; and
B. WHEREAS, the County seeks additional services for on-site installation and
implementation of the software; and
C. WHEREAS, the County seeks maintenance services for the software; and
D. WHEREAS, the CONTRACTOR has the expertise and capabilities necessary to provide
the services requested.
NOW THEREFORE, the County and CONTRACTOR, for the consideration hereinafter named,
agree as follows:
PERFORMANCE OF THE AGREEMENT
After consideration and evaluation of the CONTRACTOR's proposal, the County hereby
engages the CONTRACTOR to provide the software license, software implementation as
described in the Statement of Work SOW), and software maintenance services set forth in this
Agreement on the terms and conditions contained herein. The intent of this Agreement is to
summarize the contractual obligations of the parties.
1. SERVICES TO BE PROVIDED. The County hereby engages CONTRACTOR to
perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit A in
conformity with the terms of this Agreement. The services are generally described as follows:
Provide Radio IP Software licenses, software implementation services as described in the
SOW, and software maintenance.
2. PAYMENTS BY COUNTY. County shall pay the CONTRACTOR in accordance with
the payment provisions set forth in Exhibit A, subject to the limitations set forth in this
Agreement. The total amount payable by County to CONTRACTOR under this Agreement shall
not exceed the sum of $36,143.75 USD.
3. TERM OF AGREEMENT. The term of the Agreement for installation and
implementation of the Radio IP MTG software is from April 15, 2010 to December 31, 2010,
unless sooner terminated pursuant to the terms of this Agreement. The Grant of License is
perpetual subject to the terms and conditions in this Agreement and in Exhibit B. Software
Prepared by: DeAnna Hilbrants
Agreement with Radio IF.
Not to Exceed $36,143.75
I
I
BIB]
40291-U01
FULLY-U02
EXECUTED-U02
AGREEMENT-U02
RADIO-U02
IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
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4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
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A-U012
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IN-U012
RADIOIP-U012
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AS-U012
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BY-U012
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OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
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/-U012
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TO-U012
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A-U012
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
Maintenance, as defined in Exhibit C attached is included for one year with the Grant of License
and may be renewed each year upon written amendment to this Agreement. This Agreement is
of no force or effect until signed by both CONTRACTOR and County and with County signing
last, and CONTRACTOR may not commence work before County signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are
incorporated herein by reference and constitute a part of this Agreement:
EXHIBIT A STATEMENT OF WORK / PAYMENT PROVISIONS
EXHIBIT B GRANT OF LICENSE
EXHIBIT C STATEMENT OF WORK SOFTWARE MAINTENANCE
EXHIBIT D CONTRACTOR'S W-8ECI IRS FORM
5. PERFORMANCE STANDARDS.
5.01. CONTRACTOR and CONTRACTOR's agents, employees, and subcontractors
performing services under this Agreement are specially trained, experienced, competent, and
appropriately licensed to perform the work and deliver the services required under this
Agreement and are not employees of the County, or immediate family of an employee of the
County.
5.02. CONTRACTOR, its agents, employees, and subcontractors shall perform all work
in a safe and skillful manner and in compliance with all applicable laws and regulations. All
work performed under this Agreement that is required by law to be performed or supervised by
licensed personnel shall be performed in accordance with such licensing requirements.
5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and
personnel necessary to carry out the terms of this Agreement, except as otherwise specified in
this Agreement. CONTRACTOR shall not use County premises, property including equipment,
instruments, or supplies) or personnel for any purpose other than in the performance of its
obligations under this Agreement as described in the SOW.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form
acceptable to County. If not otherwise specified, the CONTRACTOR may submit such invoice
periodically or at the completion of services, but in any event, not later than 30 days after
completion of services. The invoice shall set forth the amounts claimed by CONTRACTOR for
the previous period, together with an itemized basis for the amounts claimed, and such other
information pertinent to the invoice as the County may require. The Contract Administrator or
his or her designee shall certify the invoice, either in the requested amount or in such other
amount as the County approves in conformity with this Agreement, and shall promptly submit
such invoice to the County Auditor-Controller for payment. The County Auditor-Controller
shall pay the amount certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set
forth in this Agreement.
6.03. All taxes owed under this Agreement are identified in Exhibit A. Provided that
CONTRACTOR provides proof of additional taxes owed under U.S. law with an invoice
requesting payment, County shall process payment as defined in section 6.01.
Prepared by: DeAnna Hilbrants
Agreement with Radio 1P.
Not to Exceed $36,143.75
BIB]
40291-U01
FULLY-U02
EXECUTED-U02
AGREEMENT-U02
RADIO-U02
IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
AGREEMENTS-U03
4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
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TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
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PREPAREDNESS-U012
DIRECTORATE-U012
S-U012
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OF-U012
GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
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AN-U012
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USER-U012
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RADIO-U012
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AGREEMENT)-U012
RADIOIP-U012
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INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
TO-U012
RADIOIP-U012
AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
7. TERMINATION.
7.01. During the term of this Agreement, both parties may terminate the Agreement for
any reason by giving written notice of termination to the other party at least thirty 30) days prior
to the effective date of termination. Such notice shall set forth the effective date of termination.
In the event of such termination, the amount payable under this Agreement shall be reduced in
proportion to the services provided prior to the date of termination.
7.02. The County may cancel and terminate this Agreement for good cause effective
immediately upon written notice to CONTRACTOR. Good cause" includes the failure of
CONTRACTOR to perform the required services at the time and in the manner provided under
this Agreement. If County terminates this Agreement for good cause, the County may be
relieved of the payment of any consideration to CONTRACTOR, and the County may proceed
with the work in any manner which County deems proper. The cost to the County shall be
deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION.
CONTRACTOR shall indemnify, defend, and hold harmless the County, its officers, agents, and
employees, from any claims, liability, loss, injury, or damage arising our of, or in connection
with, performance of this Agreement by Contractor and / or its agents, employees, or sub-
contractors, excepting only loss, injury, or damage caused by the negligence or willful
misconduct of personnel employed by the County. It is the intent of the parties to provide the
broadest possible coverage for the County. The Contractor shall reimburse the County for all
costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the
Contractor is obligated to indemnify, defend, and hold harmless the County under this
Agreement.
County shall indemnify, defend, and hold harmless the CONTRACTOR, its officers, agents, and
employees, from any claims, liability, loss, injury, or damage arising our of, or in connection
with, performance of this Agreement by Contractor and / or its agents, employees, or sub-
contractors, excepting only loss, injury, or damage caused by the negligence or willful
misconduct of personnel employed by the CONTRACTOR. It is the intent of the parties to
provide the broadest possible coverage for the CONTRACTOR. The County shall reimburse
CONTRACTOR for all costs, attorneys' fees, expenses and liabilities incurred with respect to
any litigation in which the County is obligated to indemnify, defend, and hold harmless
CONTRACTOR under this Agreement.
9. INSURANCE.
9.01. Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate
of Insurance" certifying that coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the
certificate. In addition, the Contractor upon request shall provide a certified copy of
the policy or policies.
This verification of coverage shall be sent to the County's Contracts/Purchasing
Department, unless otherwise directed. The Contractor shall not receive a Notice to
Proceed with the work under this Agreement until it has obtained all insurance
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40291-U01
FULLY-U02
EXECUTED-U02
AGREEMENT-U02
RADIO-U02
IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
AGREEMENTS-U03
4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
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UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
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TO-U012
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GRANT-U012
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AFG-U012
MOU)-U012
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OF-U012
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2009-U012
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SIX-U012
6)-U012
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INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
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D.-U012
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PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
AMENDMENTS-U012
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AGREEMENT-U012
TO-U012
EXCEED-U012
A-U012
TOTAL-U012
COST-U012
OF-U012
FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
required and the County has approved such insurance. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
9.02 Qualifying Insurers:
All coverage's, except surety, shall be issued by companies which hold a current
policy holder's alphabetic and financial size category rating of not less than A- VII,
according to the current Best's Key Rating Guide or a company of equal financial
stability that is approved by the County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR'S duty to
indemnify, CONTRACTOR shall maintain in effect throughout the term of this
Agreement a policy or policies of insurance with the following minimum limits of
liability:
Commercial general liability insurance, including but not limited to premises and
operations, including coverage for Bodily Injury and Property Damage, Personal
Injury, Contractual Liability, Independent Contractors, Products and Completed
Operations, with a combined single limit for Bodily Injury and Property Damage of
not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including
owned, leased, non-owned, and hired vehicles, used in providing services under this
Agreement, with a combined single limit for Bodily Injury and Property Damage of
not less than $500,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
All CONTRACTOR's employees are covered under the Province of Quebec
Workers' Compensation System, which is compulsory.
The Workers' Compensation System covers employees who are working in Quebec
and/or outside Quebec. Section 8 of the Act specifies the following: 8. This Act
applies to a worker who is the victim of an industrial accident outside Quebec if,
when the accident occurs or the disease is contracted, the worker has his domicile in
Quebec and his employer has an establishment in Quebec."
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being
provided, e.g., those persons authorized by a license to engage in a business or
profession regulated by the California Business and Professions Code), in the amount
of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover
liability for malpractice or errors or omissions made in the course of rendering
professional services. If professional liability insurance is written on a claims-made"
basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration
or earlier termination of this Agreement, obtain extended reporting coverage tail
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
40291-U01
FULLY-U02
EXECUTED-U02
AGREEMENT-U02
RADIO-U02
IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
AGREEMENTS-U03
4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
TO-U07
SIGN-U07
AGREEMENT-U07
PURCHASE-U07
OF-U07
MOBILE-U07
DATA-U07
193-INFORMATION-U08
TECHNOLOGY-U08
WONG-U09
LISA-U09
WONGL-U10
4/2/2010-U011
COMMUNICATIONS-U012
INFRASTRUCTURE-U012
EQUIPMENT-U012
UTILIZING-U012
FISCAL-U012
YEAR-U012
2008-U012
FEDERAL-U012
ASSISTANCE-U012
TO-U012
FIREFIGHTERS-U012
GRANT-U012
FUNDING"-U012
AFG-U012
MOU)-U012
CITY-U012
OF-U012
MONTEREY-U012
PERIOD-U012
OF-U012
DECEMBER-U012
1,-U012
2009-U012
THROUGH-U012
SIX-U012
6)-U012
MONTHS-U012
AFTER-U012
NOTICE-U012
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OF-U012
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BEEN-U012
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BY-U012
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DIRECTORATE-U012
S-U012
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GRANT-U012
TRAINING;-U012
B.-U012
APPROVE-U012
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CONTRACTS/PURCHASING-U012
OFFICER-U012
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USER-U012
SOFTWARE-U012
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SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
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RADIO-U012
IP-U012
AGREEMENT)-U012
RADIOIP-U012
SOFTWARE,-U012
INC.-U012
IN-U012
AMOUNT-U012
OF-U012
$36,143.75-U012
PERPETUAL-U012
SOFTWARE-U012
LICENSES-U012
SOFTWARE-U012
IMPLEMENTATION-U012
SERVICES-U012
A-U012
TERM-U012
OF-U012
APRIL-U012
15,-U012
2010-U012
THROUGH-U012
DECEMBER-U012
31,-U012
2010;-U012
C.-U012
ACCEPT-U012
NON-STANDARD-U012
INSURANCE,-U012
LIABILITY,-U012
INDEMNIFICATION-U012
PROVISIONS-U012
IN-U012
RADIOIP-U012
AGREEMENT-U012
AS-U012
RECOMMENDED-U012
BY-U012
DIRECTOR-U012
OF-U012
INFORMATION-U012
TECHNOLOGY;-U012
D.-U012
APPROVE-U012
AUTHORIZE-U012
CONTRACTS-U012
/-U012
PURCHASING-U012
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
coverage") with the same liability limits. Any such tail coverage shall continue for at
least three years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to the County
and issued and executed by an admitted insurer authorized to transact Insurance business in
the State of California. Unless otherwise specified by this Agreement, all such insurance
shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis,
such policy with the coverage required herein shall continue in effect for a period of three
years following the date CONTRACTOR completes its performance of services under this
Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least
thirty days in advance of any endorsed reduction in coverage or limit, cancellation, or
intended non-renewal thereof. Except for the business automobile liability insurance, each
policy shall provide coverage for Contractor and additional insureds with respect to claims
arising from each subcontractor, if any, performing work under this Agreement, or be
accompanied by a certificate of insurance from each subcontractor showing each
subcontractor has identical insurance coverage to the above requirements.
Commercial general liability policies shall provide an endorsement naming the County of
Monterey as Additional Insured with respect to liabili arising out of the CONTRACTOR'S
work, including ongoing and completed operations, and shall further provide that such
insurance is primary insurance to any insurance or self-insurance maintained by the County
and that the insurance of the Additional Insureds shall not be called upon to contribute to a
loss covered by the CONTRACTOR'S insurance.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file
certificates of insurance with the County's contract administrator and County's
Contracts/Purchasing Division, showing that the CONTRACTOR has in effect the insurance
required by this Agreement. The CONTRACTOR shall file a new or amended certificate of
insurance within five calendar days after any change is made in any insurance policy which
would alter the information on the certificate then on file. Acceptance or approval of
insurance shall in no way modify or change the indemnification clause in this Agreement,
which shall continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the
insurance coverage required under this Agreement and shall send, without demand by
County, annual certificates to County's Contract Administrator and County's
Contracts/Purchasing Division. If the certificate is not received by the expiration date,
County shall notify CONTRACTOR and CONTRACTOR shall have five calendar days to
send in the certificate, evidencing no lapse in coverage during the interim. Failure by
CONTRACTOR to maintain such insurance is a default of this Agreement which entitles
County, at its sole discretion, to terminate this Agreement immediately.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
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�Agreement between the County of Monterey & Radio IP Software, Inc.
10. RECORDS AND CONFIDENTIALITY.
10.01. Confidentiality. CONTRACTOR and its officers, employees, agents, and
subcontractors shall comply with any and all federal, state, and local laws which provide for the
confidentiality of records and other information. CONTRACTOR shall not disclose any
confidential records or other confidential information received from the County or prepared in
connection with the performance of this Agreement, unless County specifically permits
CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly
transmit to County any and all requests for disclosure of any such confidential records or
information. CONTRACTOR shall not use any confidential information gained by
CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying
out CONTRACTOR's obligations under this Agreement.
10.02. County Records. When this Agreement expires or terminates, CONTRACTOR shall
return to County any County records which CONTRACTOR used or received from County to
perform services under this Agreement.
10.03. Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve
all reports and records that may be required by federal, state, and County rules and regulations
related to services performed under this Agreement. CONTRACTOR shall maintain such records
for a period of at least three years after receipt of final payment under this Agreement. If any
litigation, claim, negotiation, audit exception, or other action relating to this Agreement is
pending at the end of the three year period, then CONTRACTOR shall retain said records until
such action is resolved.
10.04. Access to and Audit of Records. The County shall have the right to examine, monitor
and audit all records, documents, conditions, and activities of the CONTRACTOR and its
subcontractors related to services provided under this Agreement. Pursuant to Government Code
section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000,
the parties to this Agreement may be subject, at the request of the County or as part of any audit
of the County, to the examination and audit of the State Auditor pertaining to matters connected
with the performance of this Agreement for a period of three years after final payment under the
Agreement. This request shall include any and all documents related to the work performed and
does not include trademarked or proprietary information.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR,
and its subcontractors, shall not unlawfully discriminate against any person because of race,
religious creed, color, sex, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, age over 40), or sexual orientation, either in
CONTRACTOR's employment practices or in the furnishing of services to recipients.
CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants
for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully
comply with all federal, state, and local laws and regulations which prohibit discrimination. The
provision of services primarily or exclusively to such target population as may be designated in
this Agreement shall not be deemed to be prohibited discrimination.
Prepared by: DeAnna Hilbrants
Agreement with Radio 1P.
Not to Exceed $36,143.75
/~J Page 6 of 38
BIB]
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FULLY-U02
EXECUTED-U02
AGREEMENT-U02
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IP-U02
SOFTWARE-U02
LI21329-U03
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AI90207-U03
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�Agreement between the County of Monterey & Radio IP Software, Inc.
12. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement
has been or will be funded with monies received by the County pursuant to a contract with the
state or federal government in which the County is the grantee, CONTRACTOR will comply
with all the provisions of said contract, to the extent applicable to CONTRACTOR as a
subgrantee under said contract, and said provisions shall be deemed a part of this Agreement, as
though fully set forth herein. Upon request, County will deliver a copy of said contract to
CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations
under this Agreement, CONTRACTOR is at all times acting and performing as an independent
CONTRACTOR and not as an employee of the County. No offer or obligation of permanent
employment with the County or particular County department or agency is intended in any
manner, and CONTRACTOR shall not become entitled by virtue of this Agreement to receive
from County any form of employee benefits including but not limited to sick leave, vacation,
retirement benefits, workers' compensation coverage, insurance or disability benefits. In
accordance with CONTRACTOR's W-8ECI IRS tax form attached hereto in Exhibit D,"
except as provided in Exhibit A and subject to Section 6.03 above, CONTRACTOR is not liable
nor responsible to pay any federal, state, and/or other taxes and obligations pursuant to this
Agreement.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by
first-class, postage pre-paid mail to the County's and CONTRACTOR'S contract administrators
at the addresses listed below:
FOR COUNTY:
Virgil Schwab
Director of Information Technology
Name and Title
FOR CONTRACTOR:
Legal Department
Radio IP Software, Inc.
Name and Title
1590 Moffett Street
Salinas, CA 93905
Address
831)759-6923
740 Notre Dame Street West, Suite 500
Montreal, Quebec H3C 3X6, Canada
Address
514 890-6070
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01. Conflict of Interest. CONTRACTOR represents that it presently has no interest and
agrees not to acquire any interest during the term of this Agreement which would directly or
indirectly conflict in any manner or to any degree with the full and complete performance of the
professional services required to be rendered under this Agreement.
15.02. Amendment. This Agreement may be amended or modified only by an instrument in
writing signed by the County and the CONTRACTOR.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
BIB]
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FULLY-U02
EXECUTED-U02
AGREEMENT-U02
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IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
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4/23/2010-U04
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14818-U05
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
15.03. Waiver. Any waiver of any terms and conditions of this Agreement must be in
writing and signed by the County and the CONTRACTOR. A waiver of any of the terms and
conditions of this Agreement shall not be construed as a waiver of any other terms or conditions
in this Agreement.
15.04. Contractor. The term CONTRACTOR" as used in this Agreement includes
CONTRACTOR's officers, agents, and employees acting on CONTRACTOR's behalf in the
performance of this Agreement.
15.05. Disputes: CONTRACTOR shall continue to perform under this Agreement during
any dispute.
15.06. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or
otherwise transfer its interest or obligations in this Agreement without the prior written consent
of the County. None of the services covered by this Agreement shall be subcontracted without
the prior written approval of the County. Notwithstanding any such subcontract,
CONTRACTOR shall continue to be liable for the performance of all requirements of this
Agreement.
15.07. Successors and Assigns. This Agreement and the rights, privileges, duties, and
obligations of the County and CONTRACTOR under this Agreement, to the extent assignable or
delegable, shall be binding upon and inure to the benefit of the parties and their respective
successors, permitted assigns, and heirs.
15.08. Compliance with Applicable Law. The parties shall comply with all applicable
federal, state, and local laws and regulations in performing this Agreement.
15.09. Headings. The headings are for convenience only and shall not be used to interpret
the terms of this Agreement.
15.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15.11. Governing Law. This Agreement shall be governed by and interpreted under the laws
of the State of California.
15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both County and
CONTRACTOR expressly reserve the right to contract with other entities for the same or similar
services.
15.13. Construction of Agreement. The County and CONTRACTOR agree that each party
has fully participated in the review and revision of this Agreement and that any rule of
construction to the effect that ambiguities are to be resolved against the drafting party shall not
apply in the interpretation of this Agreement or any amendment to this Agreement.
15.14. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
Agreement.
15.15. Authority. Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents that he or she has the requisite authority to enter into this Agreement
on behalf of such party and bind the party to the terms and conditions of this Agreement.
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Pate 8 of 38
BIB]
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FULLY-U02
EXECUTED-U02
AGREEMENT-U02
RADIO-U02
IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
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FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
AGREEMENTS-U03
4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
CONTRACTS/PURCHASING-U07
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TECHNOLOGY-U08
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WONGL-U10
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TOTAL-U012
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement
between the County and the CONTRACTOR with respect to the subject matter of this
Agreement and shall supersede all prior negotiations, representations, or agreements, either
written or oral, between the County and the CONTRACTOR as of the effective date of this
Agreement, which is the date that the County signs the Agreement.
15.17. Interpretation of Conflicting Provisions. In the event of any conflict or
inconsistency between the provisions of this Agreement and the Provisions of any exhibit or
other attachment to this Agreement, the provisions of this Agreement shall prevail and control.
15.18. Force Maieure. Neither of the parties to this Agreement shall be considered in
default of performing its obligations pursuant to this Agreement, if such performance is delayed,
suspended or precluded following an event of force majeure. Force majeure constitutes any cause
which is independent of the will of the parties to this Agreement, which they could not have
reasonably foreseen and against which they cannot have protected themselves. Force majeure
includes, but is not limited to, any fortuitous event, strike, partial or complete stoppage of work,
lock-out, fire, riot, intervention by civil or military authorities, compliance with regulations or
orders of all governmental authorities and war whether or not declared).
THIS SECTION INTENTIONALLY LEFT BLANK
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
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FULLY-U02
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/-U012
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FULLY EXECUTED AGREEMENT RADIz
�Agreement between the County of Monterey & Radio IP Software, Inc.
IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the
day and year written below.
COUNTY OF M DTNTF
By:
Contracts/Purchasing Manager
Date: l3
By:
Date:
Department Head if applicable)
Approved as to Fo
By:
ia
Date:
A I, t i,4 f 4
vI(' ounty ounsel v. v w
By:
Date:
By:
CONTRACTOR
Radio IP Software, Inc.
Contractor's Business Name*
ignature of Chair, President, or
Vice-President)*
Mario Fugere, VP Finance & Operations
Name and Title
20/O
Daniel Desgagne. Chief Operating Officer
Name and Title
Date:
Approved as to Liability Provisions2
By:
Date:
Risk Management
4,Q/4 /s7 I. ZofO
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit
corporations, the full legal name of the corporation shall be set forth above together with the signatures of
two specified officers. If CONTRACTOR is a partnership, the name of the partnership shall be set forth
above together with the signature of a partner who has authority to execute this Agreement on behalf of
the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth
the name of the business, if any, and shall personally sign the Agreement.
1 Approval by Auditor/Controller is necessary only if changes are made in paragraph 6 or if changes are made in
paragraph 2 by amendment.
2 Approval by Risk Management is necessary only if changes are made in paragraph 8 or 9
Prepared by: DeAnna Hilbrants
Agreement with Radio IP.
Not to Exceed $36,143.75
Page 10 of 38
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FULLY-U02
EXECUTED-U02
AGREEMENT-U02
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IP-U02
SOFTWARE-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86069-U03
MG86107-U03
AS86133-U03
AS86137-U03
AI90207-U03
DO90775-U03
C5-U03
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4/23/2010-U04
BOYDA-U04
14818-U05
4-U06
A.-U07
APPROVE-U07
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