2017_Revised_Locution_MX_SOW.pdf

STATEMENT OF WORK (SOW)

Locution Software and Hardware Maintenance

24 April 2017

1. SCOPE: To provide all tools, materials, equipment, personnel, transportation, and any related items and logistics necessary to remotely install Locution System Upgrades as stated in Locution quote in accordance with manufacturer’s instructions, guidance, Maintenance Agreement, and the subcontracted work necessary to perform on-site maintenance.

2. MATERIALS: Vendor will provide any and all necessary software and hardware to include but not limited to: tools, equipment, testing materials, test bench, or tool kits to maintain locution system.

3. DEFINITIONS:

3.1. "Linguistic Database" or "Database" means the Software Database containing voice files, event types, apparatus types, indicant categories and similar information files.

3.2. "Hardware" means computers, terminals, peripherals and other equipment required or convenient to operate the System for its intended purpose. Hardware is specifically excluded from the coverage of this Agreement.

3.3. "Software" means the computer programs developed and licensed by Locution to Customer pursuant to the License Agreement and Locution upgrades, maintenance, improvements or modifications to the Software.

Such upgrades, improvements and modifications made by Locution and routinely furnished to other similar customers will be provided to Customer under this Agreement.

3.4. "Software Error" or "Errors" means a verifiable and reproducible material malfunction in the Software which reduces the usability of the Software and prevents it from being used by Customer as contemplated in the License Agreement.

3.5. "Third Party Software" means such computer software, subroutines, operating systems, platforms or programs, development tools and the like which are necessary or convenient for the use and operation of the Software or which are incorporated in the Software, where the ownership of or proprietary rights to such software are vested in third parties and such software is used by permission or license from said third parties. Third Party Software is specifically excluded from the coverage of this Agreement.

4. MAINTENANCE COVERAGE: Responsibilities of Locution. Locution, for the charges and fees set forth herein, shall maintain and support the System as herein described.

4.1. Description of Support. During the term Locution will correct or circumvent Software Errors (the "Software Support"). Such Software Support will be accomplished after Customer has identified any Software Error and notified Locution thereof in accordance with Locution's reporting procedures.

Additionally, Locution will subcontract on-site maintenance bi-annually and when user requests on-site support when the need arises.

4.2. System Telephone Support. Locution will provide both regular hour and

24/7 support. Locution will provide reasonable regular hour Software Support to Customer's case calls during the periods of 9 am to 5 pm, Mountain (Denver, CO) Time, Monday through Friday, excluding New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Eve after 2 pm, or on Christmas Day. Regular hour support will be provided by a technician, programmer or linguist, depending on the nature of the request from Customer. Customer should call Locution’s main number, 303-932-0014 or the direct phone number of the support individual currently supporting Customer if this is known to Customer. Locution will also provide reasonable after-hour Software Support to Customer’s case calls on a 24 hour, 365 day a year basis. After-hour support will be provided by a technician or programmer. Customer shall call the toll free 24/7 support line to obtain this after-hour support. Note that in certain situations, the Customer’s main support individual’s phone number MAY be set up to take after hour calls directly. In this situation, the Customer may directly call this number to obtain a more direct response.

4.3. Customer's Assistance. Customer agrees to provide Locution with memory dumps, as requested, and with sufficient support and test time on Customer's computer system to duplicate the Software Error, certify that the problem is with the Locution's Software, and to certify that the Error has been fixed.

4.4. Customer Modifications. Customer shall inform Locution in writing or via electronic mail of any modifications made by Customer to the Software.

Locution shall not be responsible for maintaining Customer modified portions of the Software or for maintaining portions of the System affected by Customer modified portions of the Software.

4.5. Customer's Errors. If Locution discovers any unverifiable or unreproducible Errors which could be a result of a Customer error, Locution will give notice of such discovery to Customer. Customer may then halt Locution's correction efforts or authorize Locution to continue service or correction of difficulties or defects traceable to Customer errors at Customer's expense at Locution's standard time and material rates for support services.

4.6 Maintenance will also be provided to the following items, night vision illuminators w/ RJ45 block horizontal mount, relay extension unit 6 relay expansion module, CAT5e Patch Panel 48 port, CAT5e 12 port.

4.7 Locution will coordinate any local support for technical issues that cannot be remedied via the remote support team. The local support entity or business will be selected by Locution, and they will ensure these individuals and/or group are able to perform the necessary maintenance and/or accurately diagnose the system in order to facilitate repairs.

4.8 The items covered by this maintenance/service SOW shall include the CADVoice (Prime Alert) Fire Client, PyCAD Software for Dispatch Control, CADVoice Visual (Client), CADVoice Audio DB hardware, Relay PLC 205 (9-slot), Relay PLC (6- slot), DALI Busmaster, Night Vision Illuminator, Relay Extension Unit 6 Relay - Expansion Module, CAT5e Patch Panel - 48 Port, CAT5e Patch Panel - 12 Port, Amplifier (250W) Bogen Vector, Amplifier (DSP) TOA 9000, Balanced Stereo Input, Telephone Input, Speaker (Ceiling), Loud Speaker (Horn), Local Support (Not To Exceed 32 Hours), and Locution Remote Support.

5. REGULAR DATABASE UPDATES: Regular Database updates will be performed during the maintenance period requested by Customer for a total of five Database updates per year. Each Database update will accommodate up to a specified number of items as listed below. Any unused portion of one update is not transferable to the next update.

5.1. General Data Categories. A total of 100 unique items in any existing

Database category with the exception of street names per Database update;

5.2.. Street names. A total of 100 unique street names.

6. DATABASE UPDATE PROCEDURES: The System will require occasional updates to the System Database. These updates will occur as it becomes necessary to add new streets or other standard items to existing incident categories in the CAD System Database.

6.1. Database Updates. "Database updates" for the System are defined as any addition to an existing category of voice files, such as the addition of a new incident type to the Incident Category.

6.2. New Voice Files. Database updates comprise adding new voice files to the existing categories in the System Database. An update will be required to accommodate any addition of an item to an existing dispatch category, e.g. the addition of an incident type. The exceptions to this requirement are as follows:

6.2.1. New Apparatus Numbers. New apparatus numbers, i.e. the addition of new apparatus does not require a Database update if that apparatus type already exists. For example, if the apparatus type “Engine” exists, and a new “Engine 99” is added, the System will already recognize the type “Engine” and will automatically recognize any associated apparatus number up to 99,999.

6.2.2. New Street Numbers. New street address numbers, i.e. the addition of a new range of street address numbers to a street name that already exists in the Database. As with the addition of new apparatus, the Cadvoice™ system will recognize any street address number up to 99,999.

6.3. Other Additions to Existing Categories. For all other additions to existing dispatch categories, procedures for Database updates to the System are as follows.

6.3.1. Customer Needs List. The Customer sends a list of new dispatch items to Locution via electronic mail to a specified location. The category for each item on the list must be specified by the Customer, e.g. an item such as “electrocution victim” must be specified as an Event Type. Additionally, precise pronunciation must be proved by customer for any aliases or abbreviations.

6.3.2. Voice Files. Locution receives the request and processes items into individual voice files. As with the initial Database development process, Locution will verify potentially anomalous pronunciations.

6.3.3. Delivery of Voice Files. Locution sends new voice files to the Customer at a designated email address. In the event that the voice files are too large to be sent electronically, Locution will ship the new voice files overnight.

6.3.4. Customer Download. The Customer will download new voice files onto the PCs housing the Cadvoice software using software provided by Locution for this purpose.

6.3.5. Time for Service. Total turnaround time for the four preceding subparagraphs is estimated to be five to ten business days, i.e. for the predetermined number of allowable items (as documented in the Proposal document for the warranty period and this Agreement thereafter), each request to update the Database will require approximately five to ten business days to process.

7. SOFTWARE UPGRADE REQUESTS AND PROCEDURES: The Customer may occasionally request a change to the System dispatch announcement format that requires software modification not covered under the terms of this Agreement. Locution will provide a specific estimate at the time of any request requiring System Software modifications. These types of modifications include special requests for changes in dispatch format, e.g. recognition of a new dispatch category, deletion of an existing dispatch category, etc. Locution will provide the Customer with Software upgrades via electronic mail. The customer will download the upgrade to the PC housing the CADVoice™ software using Software provided by Locution.

8. EXCLUDED SERVICES: In addition to excluded items described above the following services are outside the scope of this Agreement and if performed by Locution will be billed to Customer at Locution's then-current rates:

8.4. Unauthorized Maintenance. If other than Locution performs repairs or maintenance on the Software, Locution shall have no liability therefore, and any costs in labor or parts incurred by Locution to remedy such unauthorized repairs shall be paid by the user.

8.4. Consumables. Consumables, such as ribbons, batteries, magnetic media, toner and toner cartridges.

8.5. External Causes. Services made necessary by external causes, including theft, negligence, misuse or abuse, power failure or shortages, electrical work, acts of God, accident or catastrophe

8.6. Hardware and Third Party Software. Locution is not responsible for

Hardware or Third Party Software. Locution, however, will assist Customer with Hardware or Third Party Software failures by calling other service providers for Customer's Hardware or Third Party Software related service calls.

0.7. Limitations on Support. Customer acknowledges and agrees that Locution is not responsible for assisting in problems that are not directly related to the performance of the System or Software. Locution may elect to provide assistance to Customer on other matters and will notify Customer in advance of charges therefore, if any.

9. SOFTWARE SUPPORT RESPONSE TIME - CUSTOMER'S

RESPONSIBILITIES: Locution agrees to respond to the Customer within 60 minutes following the receipt of a call from Customer. At that time service will be provided or a commitment given to return the call as soon as reasonably possible if Software's support personnel are presently on another support call.

9.1. Designated Call Number. Customer must call the designated phone number or numbers for Locution assistance. If no call back is received within 60 minutes, Customer must place another call as necessary.

9.2. Status Reports. Locution will provide Customer with a monthly status report recapping all logged calls and a detailed activity report.

10. OWNERSHIP OF SOFTWARE: All ownership and proprietary rights, title and interest in and to the Software, including copyright and any works of authorship contained therein and to all manuals, reports, training programs and other written materials produced by Locution, at all times shall belong to Locution. This includes all changes or modifications to Locution's base Software, and any changes, additions, fixes and enhancements in the form of new, modified or partial programs or documentation as may be provided to customer under this agreement.

11. LIMITATION OF LIABILITY:

01.1 Disclaimer of Warranty. The System Maintenance services to be provided under this Agreement are exclusive and in lieu of all other warranties, express or implied, including, but not limited to, any warranties of merchantability or fitness for particular purpose. Locution does not warrant that its efforts will produce Software that will be free of minor errors or that its use will be uninterrupted.

01.2. Limited Liability. Except for a claim for personal injury, if any, Customer agrees that regardless of the form of claim, whether contract, tort or other, Locution shall not be liable to Customer for any damages resulting from or related to any services performed hereunder by Locution, including, without limitation, any loss of data or Software.

01.3. Force Majeure. Locution shall have no liability to Customer or any third party for failure to perform under this Agreement because of acts or events reasonably beyond Locution's control.

11.4. Damages Limited. Locution's liability for damages to Customer or to any third party, regardless of the form of action, shall not exceed the total annual maintenance fee paid to Locution under this Agreement during the year.

12. LOCATION: This system is located at the Fire Station, Building 4601 & 4811, Seymour Johnson Air Force Base, Goldsboro, NC.

13. WORKMANSHIP: The contractor shall provide a fully qualified installer certified by the manufacturer to perform the yearly system maintenance and upgrades.

14. CLEANUP: The contractor is responsible to return all work sites to the condition in which they were found.

15. WARRANTY: One year