TAIT COMMUNCATIONS' PROPOSALTO THE CITY OF RIVERSIDE FIRE DEPARTMENT, RIVERSIDE, CALIFORNIA
CONFIDENTIAL
TABLE OF CONTENTSTRANSMITTAL LETTERSECTION1SECTION 2SECTION 3SECTION 4RADIO SYSTEM DESCRIPTIONDELIVERY, INTALLATION & STATEMENT OF WORKPROJECT SCHEDULETAIT QUOTATION FOR UPGRADESECTION 5PROPOSED AMENDMENT TO COMMUNICATION SYSTEM AGREEMENT
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL
SECTION 2RADIO SYSTEM UPGRADEQS2 to AS-IP Upgrade with Site Add-On
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL PROJECT BRIEF QS2 to AS-IP Upgrade with Site Add-On City of Riverside Fire Department Riverside, California Issue v2.0 May 2023
CONTACT INFORMATIONTait Communications Corporate Head Office Tait International LimitedP.O. Box 1645Christchurch New ZealandFor addresses and telephone numbers of regional offices, refer to http://www.taitcommunications.comCOPYRIGHT AND TRADEMARKSAll information contained in this document is the property of Tait International Limited. All rights reserved. This manual may not, in whole or in part, be copied, photocopied, reproduced, translated, stored, or reduced to any electronic medium or machine-readable form, without prior written permission from Tait International Limited.The word Tait and the Tait logo are trademarks of Tait International Limited.All trade names referenced are the service mark, trademark or registered trademark of the respective manufacturers.
City of Riverside Fire Department, CA Project Brief v1.0 Page 3 of21 CONTENTSCONTACT INFORMATION................................................................................................................. 2PREFACE............................................................................................................................................4Project Details....................................................................................................................................4Purpose.............................................................................................................................................. 4Scope................................................................................................................................................. 4Publication Record ............................................................................................................................ 4Document Status ............................................................................................................................... 41. BACKGROUND..........................................................................................................................52. RADIO SITE CONFIGURATION ............................................................................................... 62.1 Project Phases ......................................................................................................................... 63. SCOPE OF WORK .................................................................................................................... 84. PROJECT RESPONSIBILITIES ...............................................................................................105. MILESTONES & DELIVERABLES...........................................................................................116. BILL OF MATERIALS ............................................................................................................. 127. UHG ANALOG LINK BUDGET ............................................................................................... 168. COVERAGE MAPS.................................................................................................................18
PREFACEProject DetailsProject number C4C 111073Customer City of Riverside FD, CAProject description QS2 to AS-IP UpgradeBusiness Development Manager William MullinsSales Engineer Elliott McNeeseProject Manager Jim BoucherPurposeThis document provides a high-level overview of the process to upgrade from QS2 top AS-IP. This Project Brief defines also defines the scope of this project from both Tait and City of Riverside Fire ScopeThis document is intended to clarify the requirements of the proposed system to ensure that the supplier, Tait and City of Riverside Fire Department have the same understanding and have reached agreement on the requirements of the proposed system upgrade.Publication RecordAuthor Elliott McNeeseIssue v2.0Document Status DraftDate 13 June 2023Document StatusIssue Date Signature Comment1.0 03 January 2023 Elliott McNeese Initial Draft2.0 22 May 2023 Elliott McNeeseUpdated Site Configuration Information Added Link Budget InformationAdded Coverage Maps City of Riverside Fire Department, CA Project Brief v1.0 Page 5 of21
1. BACKGROUNDThe City of Riverside, California Fire Department has an existing six site, four-channel QS2 simulcast analog radio communications system. Two of the six sites are transmit and receive, with the remaining four sites operating as receive only.
Figure 1: System Overview DiagramThe City of Riverside, CA Fire Department wishes to upgrade their current QS2 system with a TB9400 ASIP solution. As part of the update process, the City of Riverside Fire Department also wishes to replace the current RF Infrastructure to include all feedline, antennas, combining, and multicoupler equipment. The conversion of the Orange Terrace site from a Receive Only to a Transmit and Receive radio site was requested by the Riverside Fire Department. The equipment and cost for frequency licensing at the Orange Terrace site has been updated based on this request.
2. RADIO SITE CONFIGURATIONThe updated radio site topology is shown in Figure 2 below.
Figure 2 Riverside FD Radio Site TopologyTable 1 Riverside FD Radio Site LocationsNameLatitudeLongitudeBox Springs 33-58-10.73 N 117-17-52.28 WCity Hall RX Only 33-58-49.92 N 117-24-50.53 WOrange Terrace 33-53-54.41 N 117-18-18.26 WRERC RX Only 33-57-42.26 N 117-27-13.20 WTilden 33-55-21.19 N 117-30-38.45 WUOC RX Only 33-55-19.34 N 117-22-32.22 W City of Riverside Fire Department, CA Project Brief v1.0 Page 7 of21 The updated radio site configuration information is provided in Table 2.Table 2 Riverside FD Radio Site ConfigurationsSite NameSite ConfigAntenna ModelAntenna QuantityBox Springs TX/RX DS4C06F36U-D2Tilden Reservoir TX/RX DS4C06F36U-D2UOC RX Only DS4C06F36U-D1RERC RX Only DS4C06F36U-D1Orange Terrace TX/RX Only DS4C06F36U-D2City Hall RX Only DS4C00F36U-D1Magnolia Dispatch Dispatch NA 0*The Magnolia Dispatch radio site was originally used as a QS2 training site and with the update to the TB9400 ASIP system it is no longer needed as a QS2 training radio site.
3. SCOPE OF WORKThe high-level scope of work for this project includes the following activities:Replacement of RF infrastructure at all six radio sitesReplacement of GPS Timing system at all six radio sitesUpgrade of 4 of the existing QS2 channels with AS-IPConnection of Console to TB9400 Channel Groups via RICMzDecommission the existing TB8100s, QS2 RSUs, and LEM cards3.1PROJECT PHASESThe project will consist of two major phases, which is the replacement of the RF infrastructure at each site and the upgrade of the TB8100/TB9100 base stations with the TB9400 base stations.Note: The TB9400 AS-IP platform is narrow band (12.5Khz), has a Linear PA for LSM modulation, also P25 FDMA and TDMA capable offering a future proof solution (e.g. sw upgradeable to P25 Trunking Phase2)To complete the scope described above Tait is proposing a number of project phases.1.Phase 1:a.Replace RF Infrastructure at each of the six sitesi. Antenna Systemsii. Feedlineiii. Combineriv. Receive multicouplerb.Go live2.Phase 2:a.For each of the four channelsi. Upgrade TB8100/TB9100s with TB9400 at each of the sitesii. Channels to be migrated one channel group at a timeb.Configure RICMz Connectivity between Dispatch Console system and TB9400 Channel Groupsc.Go live3.Phase 3:a.Decommission QS2 shelves (RSU T805-26-8301) at all sitesb.Decommission any unused punch blocks and remove all wiringc.Decommission LEM cards*Coverage Testing is not within the scope of this Project
4. PROJECT RESPONSIBILITIESThe table below outlines the high-level tasks of the project and identifies the party responsible for performing each task. This will serve to create a mutually agreed upon matrix of tasks and responsibilities from which to negotiate the system implementation.TasksCity of Riverside, CATaitPresentation, review, and discussions of the Detailed Design DocumentationX XList of equipment for the Sites XBackhaul requirements XSystem IP Plan XProject Schedule Review X XFormal approval of the Detailed Design XInsert equipment delivery dates into the material planning systemXPlace orders with the factory XPlace orders with key suppliers XPlace orders for supplier items XManufacture all infrastructure equipment XTower structure XTower Structural Analysis XTower and shelter ground rings, tower ground bar, and AC neutral-ground bond to grounding systemXPrepare the site for installations XProvide adequate shelter/equipment room XProvide site access XProvide building penetrations and cable ports XInstall, test and verify ethernet backhaul system XProvide and install 120VAC power system XFurnish and install electrical circuit breakers XInstall Tait base stations X City of Riverside Fire Department, CA Project Brief v1.0 Page 10 of21 TasksCity of Riverside, CATaitInstall network equipment, interface to network, and verify network connectivityXProvide cable tags XProvide equipment labelling XSet all system levels and parameters XProvide single point ground system including ground buss bar for the grounding of coax cables inside the building to the shelter ground barXAttach jumper ground wires between the RF rack and the shelter single point ground systemXProvide grounding inside the RF rack XFurnish and connect RF jumper cables from rack to antenna lighting surge suppression devices (polyphaser)XFurnish and install the polyphaser and ground the device to main ground bus barXFurnish and connect RF cables from polyphaser to antennas XExecute RF installation performance tests - VSWR, etc. XComplete the inventory of the installed equipment, s/w and configurations documentationXPost-installation site clean-up XProvide as-built photos of all the equipment and RF installationsXPerform Acceptance Test Plan (ATP) XSubmit as-built documentation X
5. MILESTONES & DELIVERABLESTait will update all original as-built documentation as part of this project, including the following:System Requirement Specification - 50-01054 Riverside Fire Department SRS.docxSystem Dossier - 50-01054 Riverside Fire Department e-dossier.pdf (latest version)All associated system-level, tower, rack diagrams, and IP address plans will be updated during documentation updates.
Part NumberDescriptionSAQtyTaitEnable1TE1000-0201-0001-AAAA-10E-Monitor Srvr AC Ess 100net devices 1yr mainY 1 Console Integration1RIC-Mz RIC-M with z processor and TLS encryption implemented9 RIC-Mz-3YR-WYT-PLUSAdditional 3 year warranty plus.9 TT0006-0016Cisco Router ISR 4331 DC 16PY 1 TX/RX Sites x 33TB9435S-100TTB9435 Single 100Watts Chassis AssemblyY 4 TBA30A2-2100TB8000/9000 Power Management Unit ACDC24 aux12Y 4 T01-01121-LBAATB94 Linear PA 440-480M 100WY 4 T01-01103-LAAATB94 Rctr 440-480MHz S2Y4302-06033-00BRKT 3mm sprtY8219-01561-00CBL cord 2m USA IEC blkY4TBAS061SFE Key - Central Voter (91/94)Y 4 TBAS062SFE Key - Simulcast Enable Phase I (91/94)Y 4 TT0006-0016Cisco Router ISR 4331 DC 16PY 1 GPS Frequency Reference950-21116-00OSC 2402-613 SecureSync Model 2402-6131 950-21117-00PS 2400-HS-D2 SecureSync Hot Swap 24/48VDC2 950-00005-02Orolia Epsilon SAS-17E1950-00005-03Orolia Model 8226 Surge Supp1 950-00005-21Orolia Model 8230 GNSS Antenna1 950-00002-84300380_Ground Kit for LMR-600 GK-S600TT1 950-00001-43411476 Cold Shrink Tubing/WeatherProofing Kit (921226-001)1 950-10015-67475433 N Male EZ for LMR-6004
950-00001-1986672 LMR-600 ½" Foam Cable - Stand. w/ Foam Dielectric50RACK01 19" Rack Pkg - 7 Ft, Black, CHW 55053-703 (Includes 2 power strips and ground bar) 1 RX Only Sites x 33TB9444-RX4TTB9444 Multi Receiverx4 Chassis AssyY 1 TBA30A2-2100TB8000/9000 Power Management Unit ACDC24 aux12Y 2 T01-01104-LAAA TB94 RxOnly 440-480MHz S2 Y 4 302-06033-00BRKT 3mm sprtY2 219-01561-00CBL cord 2m USA IEC blkY1 TBAS071-R0 SFE Key - IP Networking Satellite Rx OnlyY 4 TT0006-0016 Cisco Router ISR 4331 DC 16PY 1 GPS Frequency Reference 950-21116-00OSC 2402-613 SecureSync Model 2402-6131 950-21117-00PS 2400-HS-D2 SecureSync Hot Swap 24/48VDC 2 950-00005-02Orolia Epsilon SAS-17E 1 950-00005-03Orolia Model 8226 Surge Supp 1 950-00005-21Orolia Model 8230 GNSS Antenna 1 950-00002-84300380_Ground Kit for LMR-600 GK-S600TT 1 950-00001-43411476 Cold Shrink Tubing/WeatherProofing Kit (921226-001) 1 950-10015-67475433 N Male EZ for LMR-6004 950-00001-1986672 LMR-600 ½" Foam Cable - Stand. w/ Foam Dielectric 50 Antenna & RF Filtering Subsystems1 TX/RX Sites x 3HC10400-04J 450-475 MHz 4-channelhybrid tx combiner3 DSRMC06-08BA 370-512 MHz 8-Channel RXMulticoupler3 MWDTF4AU-D UHF Dual sub-band Milled TX filter3 DB3826BPB 450-475 MHz Dual Band RXwindow filter3 DS4C06F36U-D 450-482 MHz 6 dB gain omniantenna DIN connector6 RX Sites x 3DS4C00F36U-D (City Hall Site) 450-482 MHz 0 dB gain omniantenna DIN connector1 DS4C06F36U-D 450-482 MHz 6 dB gain omniantenna DIN connector2 DB3826BPB 450-475 MHz Dual Band RXwindow filter3 DSRMC06-08BA 370-512 MHz 8-Channel RXMulticoupler3 Spare Equipment 1 TX/RX Site Base Stations TB9435S-100T TB9435 Single 100Watts Chassis AssemblyY 2 TBA30A2-2100 TB8000/9000 Power Management Unit ACDC24 aux12 Y 2 T01-01121-LBAATB94 Linear PA 440-480M 100WY 2 T01-01103-LAAATB94 Rctr 440-480MHz S2Y2 302-06033-00BRKT 3mm sprtY2 219-01561-00CBL cord 2m USA IEC blkY2 TBAS061 SFE Key - Central Voter (91/94)Y 2 TBAS062 SFE Key - Simulcast Enable Phase I (91/94)Y 2 RX Only Base Stations TB9444-RX4T TB9444 Multi Receiverx4 Chassis AssyY 2 TBA30A2-2100 TB8000/9000 Power Management Unit ACDC24 aux12Y 4 T01-01104-LAAA TB94 RxOnly 440-480MHz S2 Y 8 302-06033-00BRKT 3mm sprtY2 219-01561-00CBL cord 2m USA IEC blkY2 TBAS071-R0 SFE Key - IP Networking Satellite Rx OnlyY 8 GPS Reference 950-21116-00OSC 2402-613 SecureSync Model 2402-613 1 950-21117-00PS 2400-HS-D2 SecureSync Hot Swap 24/48VDC2 950-00005-02Orolia Epsilon SAS-17E 1 950-00005-03Orolia Model 8226 Surge Supp 1 950-00005-21Orolia Model 8230 GNSS Antenna 1 950-00002-84300380_Ground Kit for LMR-600 GK-S600TT 1 950-00001-43411476 Cold Shrink Tubing/WeatherProofing Kit (921226-001) 1 950-10015-67475433 N Male EZ for LMR-6004 950-00001-1986672 LMR-600 ½" Foam Cable - Stand. w/ Foam Dielectric 50 Project Works and Services 1 SVF-PMN Services - Project Management 1 SVF-SYSServices - System Design1SVF-COMServices - Commissioning1 L-T<ravel and Lodging 1 Frequency Coordination1 License 4 TX Channels Frequency Coordination: Orange Terrace TX1 Installation1 L-3PServicesEquipment Installation for QS2 to ASIP migration 1 Training 1 SVF-TDL Services - Training Delivery 5 Project Contingencies and Risk1 Risk Risk1 Customer OTD & Dealer Commission 1 Customer One Time DiscountQS2 Trade In Value 1 Service Advantage1 Tait EnableMonitor Annual LicenseTEMMC100 Tait EnableMonitor <100 dev Soft Maint7 Tait Advantage SRVADV-INW-TAM-1 Tait Advantage TAM Yr#1 Infra No Warrant 1 SRVADV-INW-TAM-2 Tait Advantage TAM Yr#2 Infra No Warrant1 SRVADV-INW-TAM-3 Tait Advantage TAM Yr#3 Infra No Warrant1 SRVADV-INW-TAM-4 Tait Advantage TAM Yr#4 Infra No Warrant1 SRVADV-INW-TAM-5 Tait Advantage TAM Yr#5 Infra No Warrant 1 SRVADV-INW-TAM-6 Tait Advantage TAM Yr#6 Infra No Warrant1 SRVADV-INW-TAM-7 Tait Advantage TAM Yr#7 Infra No Warrant 1 Extended Hardware MaintenanceSystem Warranty includes years 1 and 2EPW-INF-TAM-3 Extended Warranty TAM Infrastructure Yr#31 EPW-INF-TAM-4 Extended Warranty TAM Infrastructure Yr#41 EPW-INF-TAM-5 Extended Warranty TAM Infrastructure Yr#51 EPW-INF-TAM-6 Extended Warranty TAM Infrastructure Yr#61 EPW-INF-TAM-7 Extended Warranty TAM Infrastructure Yr#71 MaintenanceYear 1 On Site Maintenance Support Year 11 Year 2 On Site Maintenance Support Year 2 1 Year 3On Site Maintenance Support Year 31 Year 4 On Site Maintenance Support Year 41 Year 5 On Site Maintenance Support Year 51 Year 6On Site Maintenance Support Year 61 Year 7 On Site Maintenance Support Year 71 City of Riverside Fire Department, CA Project Brief v1.0 Page 16 of21
7. UHF ANALOG LINK BUDGETThe UHF Analog link budget was designed to show coverage with a Delivered Audio Quality of 3.4 at 95 percent reliability. Table 3 and Table 4 provide the link budget parameters for radio system Talk In and Talk Out.Table 3 Talk In Link BudgetTalk-In ConfigurationBand / ProtocolUHF Analog ConventionalInferred Noise Floor -127.5Cs/N Static 7Base Station Receiver Sensitivity-120.5DAQ Level DAQ 3.4C/(I+N) for Specified DAQ 26UHF Environmental Noise at Radio Site4 dBTalk In Target in dBm-97.5Portable Body Loss 6.1 (Portable at Head)Table 4 Talk Out Link BudgetTalk-Out ConfigurationBand / ProtocolUHF Analog ConventionalInferred Noise Floor -128.7Cs/N Static 7 dBPortable Receiver Sensitivity -121.7DAQ Level DAQ 3.4C/(I+N) for Specified DAQ 26 dBTalk Out Target in dBm-102.7Portable Body Loss 12.6 dB (Portable On Hip)
7.1RECEIVE AND TRANSMIT SITE INFORMATIONTable 5 Receive System ParametersNameReceive CoRFLLengthFL TypeFLLossFilter LossAntenna GainBox Springs75 857/8"Foam0.71 2.5 6City Hall RX Only80 157/8"Foam0.13 2.5 0Orange Terrace65 757/8"Foam0.63 2.5 6RERC RX Only85 957/8"Foam0.79 2.5 6Tilden65 757/8"Foam0.63 2.5 6UOC RX Only60 757/8"Foam0.63 2.5 6Table 6 Transmit System ParametersNameTrans mitCoRFLLen gthFLTyp ePAOutput in dBmCombi nerLossMisc LossFeedli neLossAnt GainERPin dBmERPin WattsBox Springs35 507/8"Foa m50 7.5 1 0.38 6 47.12 52Orange Terrace 35 507/8"Foa m50 7.5 1 0.42 6 47.08 51Tilden36 507/8"Foa m50 7.5 1 0.38 6 47.12 52 City of Riverside Fire Department, CA Project Brief v1.0Page 18 of 21
8. COVERAGE MAPSCoverage Maps are provided as Information Only.MOBILE TALK IN (MOBILE RADIO USERS TO SYSTEM)
8.2MOBILE TALK OUT (SYSTEM TO MOBILE RADIO USERS)
City of Riverside Fire Department, CA Project Brief v1.0Page 20 of 21
8.3 PORTABLE TALK IN (PORTABLE RADIO TO SYSTEM)
8.4PORTABLE TALK OUT (SYSTEM TO PORTABLE RADIO)
SECTION 3DELIVERY, INSTALLATION& STATEMENT OF WORK
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL Statement of Work Version: 3 Page 1 of 21
DELIVERY AND INSTALLATION Statement of Work City of Riverside Fire Department QS2 to AS-IP Upgrade with Site Add-On StatementofWork-Version:3 Page10of21
CONTACTINFORMATIONTait Communications Corporate Head Office Tait International LimitedP.O. Box 1645Christchurch New ZealandFor addresses and telephone numbers of regional offices, refer tohttp://www.taitradio.com. COPYRIGHT AND TRADEMARKSAll information contained in this document is the property of Tait International Limited. All rightsreserved. This manual may not, in whole or in part, be copied, photocopied, reproduced, translated, stored, or reduced to any electronic medium or machine-readable form, without prior written permission from Tait International Limited.The word Tait and the Tait logo are trademarks of Tait International Limited.All trade names referenced are the service mark, trademark or registered trademark of the respective manufacturers.
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1.ContentsContents ..................................................................................................................................................31 INTRODUCTION..................................................................................................................................41.1. Purpose of this Statement of Work..................................................................................................4SECTION A - Project Requirements.......................................................................................................41.2. Riverside City Fire Department Proposal ........................................................................................42.STATEMENT OF WORK.................................................................................................................53.SYSTEM DESIGN ...........................................................................................................................63.1. Project Kick-Off Meeting..................................................................................................................63.2. Detailed Design Review...................................................................................................................64.SYSTEM PRODUCTION AND INSTALLATION PREPARATIONS................................................84.1. Equipment Ordering and Preparations ............................................................................................85.RF SITE AND FIXED EQUIPMENT INSTALLATION......................................................................86.SYSTEM MIGRATION AND FIELD OPTIMIZATION....................................................................107.FINAL SYSTEM ACCEPTANCE TESTING ..................................................................................118.DECOMMISSIONING AND EQUIPMENT REMOVAL..................................................................129.ADDITIONAL INFORMATION .......................................................................................................12 StatementofWork-Version:3 Page4of21
1 INTRODUCTION1.1.Purpose of this Statement of WorkThis Statement of Work (SOW) defines the approach that Tait Communications (Tait) will take for the successful implementation of the City of Riverside Fire.Department.(RCFD). QS2 to AS-IP Upgrade with Site Add-On. It identifies the project tasks required and the party responsible for performing each task. This SOW creates a mutually agreed upon matrix of tasks and responsibilities which will result in successful system implementation.It is important to note that this SOW is flexible and presented with the understanding that it will change once the dynamics and constraints of the project and the environment are established, during the design phase, for the successful completion of the project. Tait prides itself on being the company that listens to the Customer and excels in the execution of successful projects.SCOPEincluded as Sections and an attachment to this document:a. Section A - Project Requirementb. Section BTerms and ConditionsServices shall be supplied for the products at the sites identified in this SOW and unless agreed otherwise in writing, Tait shall not be obligated to provide the Services located at any other site(s). Any only be covered by this agreement if agreed in writing by the PartiesSECTION A - Project Requirements1.2.Riverside City Fire Department ProposalThis document addresses the SOW requirements for the City of Riverside Fire Department The SOW for this project includes the following activities:Replacement of RF infrastructure at six radio sitesReplacement of GPS Timing system at six radio sitesReplacement of 4 of the existing QS2 channels with AS-IPConnection of Console to TB9400 Channel Groups via RIC-MzDecommission the existing TB8100s, QS2 RSUs, and LEM cards.
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2. STATEMENT OF WORKTait is well experienced with the needs and requirements of the implementation of critical communication systems. For this project, Tait is will undertake the following major activities:1. System Design2.Project Management3. System Production and Field Preparations4. Fixed Equipment Installation5. Channel by Channel Migration6. System and Site Commissioning and Optimization7. Final System Acceptance Testing and 30-Day Burn-in8. Close-out, As-Builts and System DossiersSome of these milestones are sequential and some can be executed in parallel. The Project Schedule reflects the recommended sequence and schedules of the work efforts.To complete the scope described above, Tait is proposing three project phases.Phase 1:oReplace RF Infrastructure at each of the six sites.Antenna SystemsFeedlineCombinerReceive multicoupler.oGo live.Phase 2:oFor each of the four channelsReplace TB8100/TB9100s with TB9400 at each of the sites.Channels to be migrated one channel group at a time.oConfigure RIC-Mz Connectivity between Dispatch Console system and TB9400 Channel GroupsoGo live.Phase 3:oDecommission QS2 shelves (RSU T805-26-8301) at all sites.oDecommission any unused punch blocks and remove all wiring.oDecommission LEM cards.
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*Coverage Testing is not within the scope of this Project3. SYSTEM DESIGN3.1.Project Kick-Off MeetingThe project manager will initiate the project implementation with the Project Kick-Off meeting with City of Riverside Fire Department at a mutually agreeable date and time. The Project Kick-off will be completed within 30 days of the contract award. The objectives of the kick-off meeting are:Introduction of all the project team and participantsoReview and establish the roles of the project participants.Project background and requirementsProposed system overviewReview the Statement of Work for the project scope, objectives responsibilities, and deliverables.System design strategy and methodologyFixed equipment installation and channel migration planDetailed discussions on the preliminary project scheduleProject risks and mitigationWrap-up and next stepsProject Kick-off Meeting Responsibility MatrixTasksRCFDTaitKick-Off MeetingAssemble project team and travel to the RCFD locationXAssemble customer team for kick-off meetingXCreate a Conferencing Bridge for those not able to attend in personXProvide location in appropriate conference room or training facilityXReview Statement of Work, scope, objectives, responsibilities, and deliverablesX XDiscuss Next Steps, Detail Design ReviewXXThe result of this meeting will be that the Project Team Members are completely engaged, and Tait has sufficient information to create the Detail Design Review.3.2.Detailed Design ReviewThe Tait Team will use all the information provided and discussed at the kick-off meeting, the preliminary design review, and site survey information to develop and deliver the final system design StatementofWork-Version:3 Page7of21
at the Detailed Design Review (DDR). Tait will present comprehensive and detailed design drawings and documentation to review and discuss with RCFD during the DDR.Additional discussions are recommended to take place regarding the Customer, and Final Acceptance Testing Plans.Detailed Design Review Responsibility MatrixTasksRCFDTaitDetailed Design Review DeliverablesAssemble project team and travel to RCFD locationXAssemble customer team for Detailed Design Review meetingXCreate a Conferencing Bridge for those not able to attend in personXProvide location in appropriate conference room or training facilityXPresentation, review, and discussions of the Detailed Design DocumentationX XList of equipment for all SitesXSite Acceptance Test Document reviewX XFinal System Acceptance Test Document reviewX XTraining Plan ReviewXXProject Schedule ReviewXXFormal approval of the Detailed DesignXapproved Detailed Design will lead to the next major steps of the project:Equipment OrderingUpdate and review the Project ScheduleInstallation of the equipment at Riverside City site facilitiesSite CommissioningChannel by Channel MigrationSite Acceptance TestingOptimization of the installed systemSystem Acceptance Testing30-Day Burn-inFinal System Acceptance StatementofWork-Version:3 Page8of21
4. SYSTEM PRODUCTION AND INSTALLATION PREPARATIONS4.1.Equipment Ordering and PreparationsUponapproval of the Detailed Design Review Documentation, Tait will place the order for the equipment. The equipment ordered will be RF site equipment from Tait manufacturing, and other site equipment and antenna and line equipment from other suppliers. Tait will be advising RCFD of the status of the anticipated equipment delivery.The System and site RF Designs may have make-ready requirements, in which case work will be performed in preparation for the equipment installation.During this period, it is recommended that the Site Acceptance Test documentation be completely reviewed as well as the Final Acceptance Test documentation.It is recommended that we review the Tait equipment site requirements documentation to confirm that the site will be ready for installation.Equipment Ordering and Installation Preparations Responsibility MatrixTasksRCFDTaitEquipment Ordering and PreparationsApproval of the Detailed Design ReviewXInsert equipment delivery dates into the material planning systemXPlace orders with the factoryXPlace orders with key suppliersXManufacture all infrastructure equipmentXReview Tait equipment site requirementsX X5. RF SITE AND FIXED EQUIPMENT INSTALLATIONWhile RCFD will be responsible for any site development where equipment will be installed, Tait has provided the site requirements for the fixed equipment installation so that Riverside FD can pursue the necessary site development tasks in preparation for the installation.Tait will create the Infrastructure Equipment Site designs and provide to RCFD. Tait Site Designs provide rack space requirements to RCFD for each site. Tait will deliver and install the RF equipment at each site.Tait has created and provided individual RF Site designs for each site which details the equipment, in addition to the antenna and line requirements. Tait will be supplying the material and labor for this complete installation per the RF Site Designs.designs will comply with the feedline standards, where ground kits are required at exterior building penetration, bottom of tower, anelevation on the tower.Tait will be employing professional, experienced installation and integration teams for the RF Site equipment installations, utilizing the approved RF Site Design documentation.
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A key aspect of the infrastructure equipment work is installation of the proposed antenna systems. Tait will mount the antennas on the towers, connect coaxial cables to the antennas and mount the cables to the tower cable ladder and onto the ice bridge terminating to a polyphaser inside the building.After the installation, we will sweep the RF transmission lines and antennas utilizing an Anritsu Site Master, or equivalent cable-testing device. The cables will be tested at the designated frequency band(s) to measure the insertion loss and impedance. Tait will record the test data and provide the test data to Riverside FD.Tait will install the base-stations and associated equipment. The Tait base station and associated equipment will be mounted in existing rack spaces. New jumper cables will be connected to the equipment and routed through the top of the racks onto the overhead cable trays and terminated to the coaxial cables that connect to the antenna.Tait shall connect the equipment racks to power and will attach ground wires from the racks to the RCFD supplied grounding buss bar. Tait technicians shall set levels and verify the proper settings on the Tait base stations in preparation for the commissioning and optimization tests.An inventory of the equipment installed, software and all configurations and levels will be documented, as well as comprehensive photos will be taken and provided to RCFD for maintenance reference and - Tait will provide RCFD with the installation documentation in a mutually agreed upon format, for each site installation.Tait will work closely with the RCFD team to minimize impacts on RCFD operations during installation, commissioning, and channel migration.implementation activities will be coordinated as appropriate with the RCFD Implementation Team.RF Site and Fixed Equipment Installation Responsibility MatrixTasksRCFDTaitRF Site and Fixed Equipment InstallationPrepare the site for installationsXProvide adequate shelter/equipment room XInstall network equipment, interface to network, and verify network connectivity to Tait ASIP XProvide site accessXProvide cable tagsXProvide equipment tags XSet all system levels and parametersXComplete the inventory of the installed equipment, s/w and configurations documentationXProvide as-built photos of all the equipment installations XConfirm network connectivity.XPost-installation site clean-up XTower structureXTower and shelter ground rings, tower ground bar, and AC neutral-ground bond to grounding systemXProvide adequate shelter/equipment roomXProvide site access XProvide building penetrations and cable portsX StatementofWork-Version:3 Page10of
Prepare the site for installations XInstall network equipment, interface to network, and verify network connectivityXInstall antenna systems XTag and identify each new antenna lineXSweep test each new antenna line XProvide and install 48VDC power system, including primary, back-up, and AC surge suppressionXFurnish and install electrical circuit breakers XInstall Tait base stations and RF equipment rack XProvide cable tagsXProvide equipment tags XProvide single point ground system including ground buss bar for the grounding of coax cables inside the building to the shelter ground barXAttach jumper ground wires between the RF rack and the shelter single point ground system XProvide grounding inside the RF rackXFurnish and connect RF jumper cables from rack to antenna lighting surge suppression devices (polyphaser)XFurnish and install the polyphaser and ground the device to main ground bus barXFurnish and connect RF cables from polyphaser to antennas, including polyphasers XConfirm network connectivity. XExecute RF installation performance tests - VSWR, etc.XComplete the inventory of the installed equipment, s/w and configurations documentation XProvide as-built photos of all the equipment and RF installationsXPost-installation site clean-up XOnce the RF Sites and Fixed Equipment has been installed and connected, channel migration will take place in accordance with the approved cutover plan.6. SYSTEM MIGRATION AND FIELD OPTIMIZATIONSystem Migration and Field Optimization will be performed to make sure that each site and all systems will be ready for the Final System Acceptance Testing. The first requirement is to confirm that microwave system and connectivity is meeting the network and bandwidth requirements for jitter and delay.Tait has a Site Commissioning task that will take place once the RF site is installed and connected to the network. This consists of a final inspection and quality control checklist in preparation for the Final System Acceptance Testing. Tait will utilize RCFD portable radios to confirm the commissioning performance of each site. The checklist confirms and verifies the site is configured and performing per the RF Site Design Document:
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The equipment has been inventoried and is inspected for any damage.Network connectivity to the RF system is established and operational.Frequencies of the base stations match the combiners/duplexers.RF channel(s) transmit.RF channel(s) receive.RF channel(s) site sensitivity.RF channel(s) functionalRF channel(s) operationalAntenna(s) VSWR testAntenna/Duplexer isolation testBase stations are labeled with the frequency and IP address.Combiner/Duplexer insertion loss checked.Site is clean.Trash has been removed.Tait will also complete the installation of the Fixed System Equipment, including EnableMonitor and the RIC-Mz console interface. All systems will then be optimized for operation and functionality. This optimization is to confirm that the system is performing per the published hardware specifications and will demonstrate system functionality.System Migration and Field Optimization Responsibility MatrixTasksRCFDTaitSystem and Field OptimizationProvide site accessXComplete installation of EnableMonitor and RIC-Mz interfaces to console systemX XRF Site Optimization X XVerify Connectivity to RFSSs X XPerform Site Commissioning and OptimizationXChannel Cutover in accordance with approved Migration Plan X XPrepare for Final System Acceptance Testing X XUpon the completion of the Site and System Optimization, the system will be ready for Final System Acceptance Testing and the 30-day burn-in period.7. FINAL SYSTEM ACCEPTANCE TESTINGTait will notify RCFD when the installation and optimization has been completed and the system is ready for Final System Acceptance Testing. Tait will perform Final System Acceptance Testing per the RCFD approved Final System Acceptance Test Plan with RCFD assigned personnel.
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The Tait system engineer will provide documentation defining each of the tests. The test procedures contain a short description, test methodology, and a record form for logging results and acceptance signatures for each test. The Tait Team will use a punch list to document any issues found, so the team can quickly resolve each. Follow-up documents will show the correction of any open items.Upon satisfactory completion of each test, the project manager will present the System Acceptance proceed with the 30-day burn-in period.Final System Acceptance Testing Responsibility MatrixTasksRCFDTaitFinal Network Acceptance TestingAssemble project team and travel to the Riverside FD's location XAssemble customer team for Final System Acceptance TestingXCreate a Conferencing Bridge for those not able to attend in personXProvide location in appropriate conference room or training facilityXPerform functional ATP on radio system, console system and EnableMonitor .XSubmit functional Final System Acceptance Test resultsXApprove functional Final System Acceptance Test results (within 5 business days)X8. DECOMMISSIONING AND EQUIPMENT REMOVALTait understands that RCFD will be responsible for the equipment removal and transporting of all decommissioned fixed-base equipment following Final System Acceptance.9. ADDITIONAL INFORMATIONect Management and System Implementation demonstrates that it is most and that situations arise, requiring adjustment to the Statement of Work and Project Schedule.Tait is looking forward to working with RCFD on the successful implementation of their ASIP upgraded two way radio communication system.
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SECTION B: TERMS AND CONDITIONSAs it pertains to this Statement of Work the following terms will apply. In the event of discrepancy of any term with the terms of the Support Agreement, precedence will be given in the following order: (1) this SOW, (2) attachments to this SOW, and (3) the Support Agreement executed by the parties. All attachments, and all documents referred to in this paragraph, are hereby incorporated fully by reference.1. DELIVERY OF EQUIPMENT1.1 Equipment will be delivered CIP Destination (Incoterms 2010) to thesite location(s).1.2 In the event Equipment is delivered to Client orrepresentative, no claim for shortage, out of box failures or damage in respect of Equipment delivered will be considered unless received in writing by Tait within seven days from the earlier of the date of receipt of the 1.3 TITLE AND RISK OF LOSS. Title to equipment supplied under this SOW shall pass to the Client upon full payment to Tait for such equipment. Risk of loss to the Equipment will pass to Client upon delivery of the Equipment, except that title to Software will not pass to Client at any time. The Client acknowledges this SOW creates a security interest in favor of Tait in Products supplied by Tait to the Client which have not been paid for in full, as security for payment of all monies payable from time to time to Tait by the Client and for the performance including signing and delivering any documents Tait reasonably requires to ensure Tait has a perfected security interest in goods supplied. The Client waives any rights it may have to receive a statement regarding registration of the security interest.1.4 DISCLAIMER OF LICENSE. Except as explicitly provided in the Tait Software License SOW, nothing in this SOW will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any patents, patent applications, copyrights, trademarks, trade secrets or other intellectual property of Tait.2. PAYMENT TERMS2.1 Client shall pay Tait within 30 days of invoice date. Overdue invoices will bear interest at a rate of 1.25% per month of the overdue amount for every month or fraction thereof, unless such rate exceeds the maximum allowed by law, in which case it shall be reduced to the maximum allowable rate.2.2 No payment may be withheld by the Client by way of set-off (legal, equitable or otherwise) against any sums owed to Tait.2.3 Prices are inclusive of packing to full normal shipping standards. Contract price is inclusive of freight charges.2.4 Prices for Equipment are exclusive of any taxes, if any. Client shall reimburse Tait where Tait pays the same or is responsible for payment of all such taxes including penalties where Client actions resulted in incurring such penalties.2.5 If Client requires Tait to vary quantities, delivery dates or Equipment specifications from those against which prices were quoted; Tait shall have the right to adjust the quoted price.
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3. INSPECTION, TESTING AND ACCEPTANCE3.1 The Equipment will be submitted tostandard tests before shipment.3.2 Any additional tests of the Equipment, which may be required by Client, must be agreed to separately in writing and may be subject to additional charges.3.3 SYSTEM ACCEPTANCE. During system acceptance testing:a. If the Acceptance Test Plan includes separate tests for individual subsystems, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. For avoidance of doubt there will be no acceptance testing completed for each individual site to test the existing base station functionality. Communication with the core network will be the focus of the system acceptance testing.b. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone acceptance.c. Client and Tait will jointly prepare a list of such omissions and variances which Tait will correct according to an agreed upon schedule.d. Final System Acceptance will occur upon the successful completion of such testing at which time both parties shall promptly execute a certificate of system acceptance.3.4 Tait agrees to notify Client when the System is ready for acceptance testing. Tait and Client agree to commence acceptance testing within ten business days after receiving such notification.3.5 Tait may, but is not obligated to, issue written authorization foCommunications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Tait. Any use of the Communications System without prior written authorization by Tait shall constitute System Acceptance.3.6 Any use of the Communications System or its subsystems by Client, following a purported notification that the System is not operating properly or is deficient in any aspect or performance shall constitute System Acceptance.4. DELAYS/CANCELLATION4.1 Successful project implementation will require cooperation and fairness between the parties. Because it is impractical to provide for every contingency which may arise during the performance of this SOW, the parties agree to notify the other if they become aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order. In the event Tait's performance is delayed by acts of the Client or any party under its control (including subcontractors), Tait shall be entitled to an adjustment for time and expenses resulting therefrom in addition to an extension of time and of performance.4.2 No action on any changes this SOW will be taken until the official Change Request has been signed by Client and received and approved by Tait. Responsibilities remain unchanged until the issuance of a Change Request and a new revised Scope of Work which would specify new rates of payment, if that has changed.4.3 Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that partyMajeureas delay in delivery, nor for any failure to perform this SOW, or for loss or damage to the StatementofWork-Version:3 Page15of21
Products directly or indirectly caused by any act of God, fire, theft, riot, war, embargo, natural disaster, adverse weather, failure of third party suppliers to deliver parts and components, an action of any government or any other occurrence (whether or not of a similar nature to those specified) beyond the Party's reasonable control.4.4 Client will make available to Tait the sites when scheduled and Client will not otherwise unreasonably delay or prevent performance of its responsibilities. If Client delaysperformance, the parties will execute a Change Order to compensate Tait for reasonable charges incurred because of such delays. Such charges include, but are not limited to, costs incurred by Tait and/or its subcontractors for additional freight, warehousing and handling; suspending and re-mobilizing the work; additional engineering and standby time calculated at then current man-day rates; and preparing and implementing a "work around" plan.5. EQUIPMENT SPECIFICATION AND QUALITY5.1 Tait reserves the right to amend details of the technical specification of the Equipment in the Contract to improve the facilities or performance of the Equipment or to substitute items of equivalent performance where items referred to in the quotation are no longer available.5.2 All specifications, particulars and descriptions set out in catalogs, brochures and similar documents, shipping specifications and particulars of weight and dimension are approximate and being intended for general guidance and shall not be binding.5.3 Tait reserves the right to discontinue the sale of Equipment and to change the formula, contents or packaging thereof. Tait shall not incur any liability thereby or any obligation to change or repurchase Equipment previously sold by Tait to Client.5.4 INTRINSICALLY SAFE PRODUCT. IF the Client purchases Intrinsically Safe (IS) Products (both IS radios and/or IS accessories), THEN specific additional terms shall apply What are they?6. COMMISSIONING AND SITE CONDITIONS6.1 In addition to its responsibilities described in the Statement of Work, Client agrees to provide a designated project director, procure any necessary construction permits, building permits, zoning variances and the like, provide access to the sites identified in the Scope of Work as requested by Tait, and have such sites available for commissioning of the Equipment by Tait in accordance with the performance schedule and Statement of Work.6.2 If Client and Tait determine that any change in sites, site availability, installation plans, or specifications will require an adjustment in the contract price or in the time required for the performance of this SOW, the parties will agree to an equitable adjustment in the price, performance schedule, or both; and the corresponding SOW will be modified by a Change Order, in accordance with Clause 9 (Change Request) below.6.3 This SOW is predicated upon normal soil conditions as defined by the version of Electronics Industries Alliance (E.I.A.) standard RS-222 (Structural Standards for Steel Antenna Towers and Antenna Supporting Structures), and as amended, in effect on the Effective Date of this SOW. If any remediation is required as a result of soil conditions outside the specifications of StatementofWork-Version:3 Page16of8.3of Client from liabilities that are in any way related9.1Notwithstanding any other provision contained in this SOW, Tait's total liability, whether for breach of contract, warranty, negligence, strict liability, tort, indemnification, or otherwise,will be limited to the direct damagesrecoverable under law, but not to exceed (i) for claims regarding Products, the price of the equipment with respect to which losses or damagesare claimed; or (ii) for claims regarding Services, the amount paid or payable by the Clientduring the twelve months immediately preceding the first event giving rise to the liability;9.2NEITHER PARTY WILL BE LIABLE FOR ANY (I) LOSS OF PROFITS; (II) LOSS OF TURNOVER; (III) LOSS OF OR DAMAGE TO REPUTATION; (IV) LOSS OF, ORLOSS OF THE USE OF ANY SOFTWARE OR DATA; (V) LOSSES OR LIABILITIES IN RELATIONTO ANY OTHER CONTRACT; OR (VI) INDIRECT, INCIDENTAL, SPECIAL OR
7. TERRITORIAL RESTRICTIONS7.1 The Client shall not without the express written approval of Tait export or use the Equipment, or sell or hire it to a person who to his knowledge intends to export or use it, outside the country of intended use as declared to Tait. The Client undertakes to comply with United States re-export control restrictions where applicable.7.2 If export or import restrictions are imposed or export or import licenses are cancelled, withdrawn or not renewed, then the Client shall pay for all goods and services already delivered at the contract rate and payments already made may be used by Tait in respect of claims or demands made or losses incurred under or in connection with the Contract.8. INDEMNIFICATION8.1 GENERAL INDEMNITY. Subject to the limitations in the Limitation of Liability clause of this Section, Tait will indemnify and hold Client harmless from any liabilities which may accrue against Client on account of direct physical damage to tangible property or personal injury to the extent the damage or injury is caused by Tait's negligence or recklessness, or that of its employees, subcontractors, or agents while on the Client's premises during the provision of services pursuant to this SOW, provided that Tait is promptly informed in writing and is furnished a copy of each communication, notice or other action and is given full and complete compromise or settlement of such claim. Tait shall not be liable for any negligent act or omission of any indemnified party.8.2 Client hereto agrees to defend and indemnify and hold Tait, its officers, directors and employees, from and against any and all claims, demands and causes of action asserted by any third party for loss or damage to tangible property or injury or death to any person, to the extent such damage, injury or death is caused by the negligence or other wrongful acts or omissions of the Client in the performance of theobligations under this SOW, provided that Client is promptly informed in writing and is furnished a copy of each communication, notice or other action and is given full and complete authority, information and assistance (at fense, compromise or settlement of such claim.9. LIMITATION OF LIABILITY StatementofWork-Version:3 Page17of21
CONSEQUENTIAL LOSS OR DAMAGE INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS SOW HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, UNDER AN INDEMNITY, EQUITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.9.3 No action for a breach of this SOW or otherwise relating to the transactions contemplated by this SOW may be brought more than one year after the accrual of such cause of action except for money due upon an open account.9.4 To the maximum extent permitted by law, the parties agree that ALL TERMS IMPLIED BY LAW INCLUDING ANY WARRANTY OR CONDITION AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE EQUIPMENT ARE HEREBY EXCLUDED.9.5 The Client acknowledges that it uses the Equipment for business purposes and therefore agrees that all consumer protection terms implied by law shall not apply.9.6 The Client warrants that it has not relied on any representation made by Tait which has not been stated expressly in this Contract or upon any catalogs or publicity material produced by Tait and no statement made or agreed and no liability undertaken orally shall be binding upon Tait unless confirmed by Tait in writing.9.7 The standard equipment is not designed or intended for use in on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; intrinsically safe environments (unless intrinsically safe equipment is specifically ordered and supplied and used in accordance with the supplied instructions) or in the design, construction, operation or maintenance of any nuclear facility. Tait disclaims any express or implied warranty of fitness for such uses. The Client will not use or resell Products for such purposes.9.8 The Client acknowledges that any software supplied cannot be tested in every possible permutation and accordingly Tait does not warrant that software supplied will be free of all defects or that its use will be uninterrupted.9.9 Client agrees that it shall take such reasonable precautions (relative to the importance to Client of the Products), including without limitation backing up software and data at reasonable intervals, implementing back-up systems or redundancy and maintaining suitable numbers of spare units at suitable locations (at a minimum to Tait recommended spares levels). Tait shall have no liability for any losses suffered by Client to the extent that the loss concerned would have been prevented by the taking of such reasonable precautions.9.10 The provisions of this Clause 17 have been considered by the Parties in the light of the availability of insurance and the relative positions, risks, and responsibilities of the Parties and both Parties agree that they are fair and reasonable9.11 All provisions of this Limitation of Liability and its subclauses shall survive the expiration or termination of this SOW.10. GOVERNING LAWThis Contract shall be governed and construed in accordance with the laws of the State ofTexas, USA. Any US or state conflict of law rule that may require reference to the laws of some StatementofWork-Version:3 Page18of
other country or state shall be disregarded, the result being that Texas substantive law willcontrol the issue.11. DISPUTES11.1 Tait and Client will attempt to settle any claim or controversy arising from this SOW through consultation and negotiation in good faith and a spirit of mutual cooperation. Neither party shall institute a proceeding hereunder unless at least sixty days prior thereto such party shall have furnished to the other written notice by registered mail of its intent to do so. Notice to the Client shall be addressed to Lexington County Solicitor. Notice to Tait shall be addressed to its "General Counsel." If those attempts fail, the dispute will be mediated by a mediator chosen jointly by Tait and Client within thirty days after notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and Tait and Client will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non-binding alternative dispute resolution ("ADR") procedure.11.2 Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non-binding mediation may then be submitted by either party to court. If it is necessary to institute a legal proceeding with respect to the terms or performance of the Contract, the parties hereby agree to submit such dispute to the jurisdiction of the Court of Harris County, Texas, which shall be the exclusive forum and venue for resolution of any such disputes. The use of any ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to adversely affect the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors.12. INTELLECTUAL PROPERTY WARRANTY12.1 Because of the complexity of manufacturing techniques for electronic components and of the intellectual property rights pertaining thereto including software, Tait is unable to declare that the Equipment does not infringe the intellectual property rights of third parties. Tait will defend, at its own expense, any suit brought against the Client to the extent that it is based on a claim that the Equipment or Tait Software infringe a United States patent or copyright, and Tait will pay those costs and damages finally awarded against the Client in any such suit which are attributable to any such claim. If unfavorable judgment is rendered against Tait, Tait shall at its option take out a license from the said third party or shall modify the Equipment in such a way as to avoid infringement or replace the components or software with components or software of equivalent quality, functionality and performance. If such solution shall be impractical for economic and/or technical reasons Tait shall accept the return of the Equipment ge.12.2obligations under Clause 15.1 shall only apply if the Client promptly notifies Tait, grants Tait sole control of the defense or settlement of the Claim and if appropriate settle the claim at StatementofWork-Version:3 Page19of21
relation to or compromising or agreeing to any settlement of any Claim without the prior written consent of Tait.12.3combination or the use in combination of the Equipment with any other products or items not supplied or not previously approved by Tait; b. the possession or use of the Equipment (or any part of them) other than in accordance with the terms of the SOW; c. the possession or use of the Equipment (or any part of them) by anyone other than Client or its authorized subcontractors; d. failure by Client to implement changes, replacements or new releases recommended by Tait where the infringement would have been avoided by such changes replacements or new releases; e. the modification or adjustments of the Equipment by anyone other than Tait or its approved suppliers.12.4 Notwithstanding anything in this SOW Tait will not be liable for any claim by the Client in relation to this SOW unless the claim is received in writing by Tait within 3 months of the date of when the alleged claim ought reasonably to have come to the attention of the Client.12.5 This Clause states the entire liability of Tait and the exclusive remedies for the Client for claims of infringement of third-party intellectual property rights.13. LIMITED WARRANTY13.1TAIT MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO ANY OF ITS PRODUCTS, THEIR WORKMANSHIP OR MERCHANTABILITY, EXCEPT THOSE MADE UNDER ITS STANDARD LIMITED WARRANTY INCLUDED AS AN EXHIBIT TO THIS SOW.13.2 Warranty repairs shall only be undertaken by an Authorized Tait Service Center unless specifically authorized in writing by Tait. In cases where Tait authorizes the Client to undertake warranty repairs, Tait will replace faulty components free of charge. No reimbursement will be made with respect to labor.13.3 Warranty shall start from final acceptance or Beneficial Use, whichever occurs first.13.4 Tait warrants that it shall perform the Services in a professional and workmanlike manner, subject to a claim against this warranty being notified to Tait within 90 days of provision of the relevant Support Services.sole and exclusive remedy andentire liability for such breach of the above warranty or any claim related to the Support Services shall be re-performance of the Support Services.13.5 The Client acknowledges that while Tait may be called upon to give consultative advice under this SOW and while Tait will use its reasonable endeavours to give the best advice it can to the Client, Tait advice is dependent upon inter alia the information supplied to Tait by the Client and third parties and accordingly the Client may make no claim against Tait or its personnel for the appropriateness of such advice.13.6 Warranties given in this Clause are unique to and may not be assigned or transferred in whole or in part by, Client.14. ORDER OF PRECEDENCEIn the event there should be any conflict or ambiguity created between the provision of this SOW, any Purchase Order, invoice, statement, whether written or oral, between Client and StatementofWork-Version:3 Page20of
Tait, or subsequent agreements between the Parties dealing with the subject matter of this SOW, the provisions of this SOW shall control unless modified by a written instrument executed by each of the parties hereto.15. SURVIVAL AND SEVERABILITY15.1 All provisions of this SOW which by their nature should apply beyond its term will remain in force after any termination or expiration of this SOW including, but not limited to, those addressing the following subjects: Limitation of Liability, Intrinsically Safe Product, Confidentiality, Relationship of The Parties, Governing Law, Dispute Resolution, Survival, Defined Terms and Payment and extend to all media in which data and information may be stored or displayed.15.2 In the event that any provision of this SOW is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this SOW will remain in full force and effect.16. MISCELLANEOUS16.1 TAXES. The purchase price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, all of which (other than federal, state, and local taxes based on Tait's income or net worth) will be paid by Client except as exempt by law. If Tait is required to pay or bear the burden of any such taxes, Tait will send an invoice to Client who will pay Tait the amount of such taxes (including any interest and penalties) within twenty days after the date of the invoice. Client will be solely responsible for reporting the Equipment for personal property tax purposes.16.2 NOTICES. Any notice required or contemplated by this Contract shall be in writing, delivered in person, by facsimile, courier or by registered mail with return receipt requested, addressed to the parties at their addresses hereinabove set forth, or at such other address as may from time to time be substituted therefore by notice in writing sent by the party changing its address.16.3 NO WAIVER. Failure or delay on the part of Tait or Client to exercise any right, power, or privilege hereunder shall not operate as a waiver. If any provision of this SOW is contrary to, prohibited by or held invalid by any law, rule, order, or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provisions not held to be invalid. Clause, section and paragraph headings used in this SOW are for convenience only and are not to be used to construe the provisions of this SOW.16.4 SUBCONTRACTING. Tait retains the right to subcontract, in whole or in part, any effort required to fulfill its obligations under this SOW. Additionally, Tait may assign or subcontract any and all rights and obligations hereunder upon notification to the Client to (i) any Tait-affiliated company; (ii) a third party pursuant to any sale or transfer of all or part ofassets or business; or (iii) a third party pursuant to or in connection with any financing, merger, consolidation, change in control, reorganization or other combination involving Tait.16.5 ENTIRE AGREEMENT. This SOW (and any Schedules, attachments, addenda, and supplements thereto), shall be the complete and exclusive statement of the agreement between the parties as to the subject matter of the SOW, and shall be binding upon each of the parties hereto, their respective successors and, to the extent permitted, their assigns. This StatementofWork-Version:3 Page21of21
SOW supersedes and cancels all prior discussions, Contracts and understandings with respect to the subject matter hereof between the parties, written, oral or implied. Neither this SOW nor any Schedules can be amended or otherwise modified, except as agreed to in a written instrument signed by the duly authorized representatives of both parties hereto.
SECTION 3.1 PROJECT SCHEDULE
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL artN
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Task Inactive Summary External TasksSplit Manual Task External MilestoneMilestone Duration-only DeadlineSummary Manual Summary Rollup ProgressProject Summary Manual Summary Manual ProgressInactive Task Start-onlyInactive Milestone Finish-only
Dec1st QuarterJan Feb Mar2nd QuarterApr May Jun3rd QuarterJul Aug Sep4th QuarterOct Nov Dec1st QuarterJan Feb Mar2nd QuarterApr May Jun3rd QuarterJul Aug Sep4th QuarterOct Nov Dec1st QuarterJan Feb Mar2nd Qua Apr TaskSplitMilestone SummaryProject Summary Inactive TaskInactive MilestoneInactive Summary Manual Task Duration-onlyManual Summary Rollup Manual SummaryStart-only Finish-onlyExternal Tasks External Milestone DeadlineProgressManual Progress
Dec1st QuarterJan Feb Mar2nd QuarterApr May Jun3rd QuarterJul Aug Sep4th QuarterOct Nov Dec1st QuarterJan Feb Mar2nd QuarterApr May Jun3rd QuarterJul Aug Sep4th QuarterOct Nov Dec1st QuarterJan Feb Mar2nd Qua Apr TaskSplitMilestone SummaryProject Summary Inactive TaskInactive MilestoneInactive Summary Manual Task Duration-onlyManual Summary Rollup Manual SummaryStart-only Finish-onlyExternal Tasks External Milestone DeadlineProgressManual Progress
SECTION 4TAIT QUOTATION FOR UPGRADE
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL
SECTION 5PROPOSED AMENDMENT TO SUPPORT AGREEMENT
TAIT PROPOSAL TO CITY OF RIVERSIDE FIRE DEPARTMENTCONFIDENTIAL First Amendment To Support Agreement between Tait North America and City of Riverside FDThis Amendment is made this _________ day of ________TAIT NORTH AMERICA, INC., a Texas corporation, having its principal place of business at 15352 Park Row Dr, Houston, TX 77084 City of Riverside Fire Department, with offices located at 3401 University Ave., Riverside, CA 92501 Support Agreement for Project #50-904854, effective as of November 1st, 2019The parties have reached an understanding regarding the Agreement, and by this Amendment reduce the understanding to binding form. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in the Agreement, the parties hereto mutually agree to amend the agreement as follows:FIRST:Section A of the Agreement is updated to read as follows:1ClientCity of Riverside2Client Address for Notices3401 University Ave, Riverside, CA 925013Client Support ManagerLa Wayne [email protected]: (951) 826-5321Direct: (951) 826-54144Client Solution and Products including licensed SoftwareTait-provided infrastructure products (excludes terminals and accessories) in QS2 Simulcast System deployed under Tait Project No. 50-904854.5Renewal Date for Support ServicesJuly 31st, 2023.Except as modified herein, all the terms and conditions of the Support Agreement remain in effect.6Term of Support AgreementFive (5) years from Renewal Date.7Support Fee $279,527.00,to be invoiced annually at least 30 days in advance of each anniversary of the Renewal Date.8Network Upgrade FeeThe total contract price for the Network Upgrade (Exhibit 1)is USD$1,499,498 Customer agrees to make payments to Tait within thirty days after the date of invoices that will be submitted by Tait according to the following payment schedule:a) Contract Execution $374,874.00b) Detail Design Approval $374,874.00c) Delivery of Antenna and RF Equipment $449,849.00d) Final System Acceptance $299,900.009Email address for invoices10Review of Support Fee and Additional ChargesSupport Fees will be reviewed as Products are added or removed from the network upon each anniversary of the Renewal Date.SECOND: Tait North America, Inc.Attention: Legal Department15352 Park Row Dr,Houston, TX 77084Email: [email protected]: The Newtwork Upgrade (QS2 to ASIP) Statement of Work (Exhibit 1) is hereby included as part of the Agreement under Appendix B. Except as amended herein, the Agreement will remain unchanged.IN WITNESS WHEREOF, the parties have executed this Amendment.AGREED: AGREED: Tait North America, Inc. City of Riverside Fire Department Signature: _________________________ Signature: _____________________________Print name: ________________________ Print name: ____________________________Title: _____________________________ Title: _________________________________Date: _____________________________ Date: _________________________________