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This Agreement is entered into by Surface Systems, Inc. (SSI), herein after referred to
as "Consultant" and the Office of Maintenance of the Iowa Department of
Transportation, herein after referred to as "Department."

WHEREAS, the Consultant is engaged in the business of selling and servicing Roadway
Weather Information Systems (RWIS), training, interpretation of meteorological
information and weather forecasting.

WHEREAS, the Department desires to retain the services of said Consultant for service
to existing sensing equipment, computer software, including SCAN Web System and
other equipment manufactured or provided by the Consultant herein after referred to as
"Equipment", and upon request, service equipment not supplied by the Consultant
hereinafter referred to as “Exempt Equipment”.

NOW, THEREFORE, in consideration of these facts, the parties agree as follows:

ARTICLE I - Department Responsibility

The Department shall administer this Agreement through the Office of Maintenance in
accordance with the scope of work described in Article 3.

ARTICLE 2 - Duration of Agreement

This Agreement will be for a period of twelve (12) months and will be effective January
1, 2003 until December 31, 2003.

ARTICLE 3 - Scope of Work

A. The Consultant will provide:

1.    Provide replacement Equipment and/or on-site maintenance and repair of
equipment and software purchased from or supplied by the Consultant to bring the
Equipment to normal operating order if the Equipment is used and maintained in
accordance with specifications and instructions provided by the Consultant. The
equipment to be covered by this agreement is as stated in Attachment A.

2.     Provide on-site maintenance and on-site repair of equipment not purchased from
or supplied by the Consultant (Exempt Equipment). The Consultant will replace
Department-supplied Exempt Equipment, as necessary, to restore the system to
operation on a Time and Material basis (per Section A11).

3.    Provide normal Service between the hours of 7:00 a.m. Central Standard Time
(CST) and 6:00 p.m. CST, Monday through Friday, excluding legal holidays.

4.     Provide upon agreement of the parties hereto, the Department with replacement
Equipment and the Department may be responsible for its installation or replacement.
When Consultant provides replacement parts or Equipment pursuant to this paragraph,
the Department will be invoiced for the amount of the replacement parts or Equipment.
Upon return of the defective parts or Equipment to the Consultant, the Consultant will
issue a credit to the Department for the amount of the invoice.

5.    Provide reconditioned Equipment if, in the Consultant's opinion, the reconditioned
Equipment is equal in performance to the original Consultant Equipment provided.

6.    Replace parts and Equipment on an exchange basis if such parts and Equipment
are new, or in the Consultant's judgment, equivalent to new in performance.

7.    Recondition, at its opinion and at its cost, all or any part of Equipment which, in
Consultant's reasonable opinion, cannot be properly or economically repaired at the
Department's location(s) due to excessive wear or deterioration.

Provide service under the following validation process:

1.     The Department has primary responsibility to report defective performance or an
interruption in the operation of the equipment or system (Operational Exception) on a
Request for Service form (Appendix A). The transmission of a fully completed Request
for Service form as an e-mail or via facsimile to the Consultant will initiate a service
action item. A member of the Department, a representative of the garage, or the
Consultant may report an Operational Exception to the Department, but the official
transmittal of a Request for Service from the Department to the Consultant will trigger a
service action item. The receipt time of the e-mail or fax serves as the start time of the
service action item. Upon receipt of a Request for Service, the Consultant must meet
the response time criteria as stated below:

       a.)    Make an initial service call and return the Consultant supplied equipment
              in the field to normal operating order within five (5) working days. The
              service technician will maintain a reasonable inventory of replacement
              parts so that part replacements can be accomplished at the initial visit to
              bring the site into full operation.
       b.)    Make best effort to return server’s software to normal operating order
              within twenty-four (24) hours.
       c.)    If in the opinion of the Consultant, the Exception is due to Operational
              Exceptions in Department-owned equipment (server, network,
              workstation, or communications equipment), the Consultant will notify the
              Department by e-mail or fax within two (2) working days of the diagnosis
              (either a visit by a field technician, or a remote check of the systems) and
              further work on the action item will be suspended by the Consultant (see
              Article 3.A.11 for further detail).

       d.)    If the above response time criteria cannot be met due to uncontrollable
              circumstance (inclement weather, parts availability, or other clearly
              identifiable reasons), the Consultant will report the circumstance within
              two (2) working days and provide a revised schedule for repair to the
              Office of Maintenance via phone, fax or e-mail. If the fault lies with
              Department owned equipment, the Department will be notified within two
              (2) working days, so that corrective action may be taken.
       e.)    If a Service Request remains unresolved past fifteen (15) working days,
              the monthly service cost for the affected site or sites ($196.53 or one-forty-
              ninth, 1/49th) of the monthly billing for each site will be forfeited by the
       f.)    Once service is completed, the Consultant will notify the Office of
              Maintenance within twenty-four (24) hours via phone, facsimile or e-mail,
              that the action item is closed.

9.    Provide unlimited toll free telephone access to the Consultant customer service

10.    Provide no service, if in the opinion of the Consultant, it is unsafe or impractical
to render such service because of alterations in the Consultant provided Equipment or
connection of the Consultant provided Equipment by mechanical or electrical means to
Equipment or devices furnished by other persons other than Consultant, unless the
connection is approved in advance and is wired by Consultant.

11.   Provide on-site repair or service of Exempt Equipment if directed by the
Department. The Consultant will bill the Department with prior approval of the Office of
Maintenance on Time and Materials basis for travel, labor, and parts.

12.   Attend a meeting with the Department once a month. Any additional meeting
requests will be billed on Time and Materials basis.

B. Sensors:

"Sensor" herein shall mean surface sensor(s) or sub-surface temperature probe(s) and
the cable supplied or attached to said surface sensor(s) or sub-surface probe(s).

1.     For the term of this Agreement, Consultant will replace any sensor that failed due
to defective parts in material and workmanship. The Department will provide traffic
control when required and upon agreement of the parties hereto, may provide other
assistance as requested by Consultant field service personnel in the replacement of the

2.     The Sensor will not be covered under this Agreement if the Sensor fails due to:

a.     Abnormal physical wear to the Sensor.

b.     Sensor installation that was not in accordance with the Consultant installation
       manual, specifications, and drawings.
c.     Attempts to remove, reinstall or change the physical location of the Sensor.
d.     Visible or non-visible damage caused by acts of God, including, but not limited to,
       shifting of the earth or other natural disaster, except lightning.
e.     Visible or non-visible damage caused by acts, accidental or intentional, of man or
f.     Failure of the Department to properly maintain the pavement in which the Sensor
       is installed including, but not limited to, repairing cracks around the Sensor and
       cable saw kerf.

C. The Department will provide:

1.    A standard telephone line at the Equipment's Remote Processing Unit(s) location
unless radio communication is being used. The telephone line will be for use of the
Consultant to access and service the Equipment but the line will also be used for direct
communication to the network.

2.     Assistance to Consultant in the diagnosis of defects in the Equipment. This will
include, but not limited to, resetting Equipment components, visually observing
indicators, and starting diagnostic programs.

3.    Reasonable access to the Equipment for service as requested by service
personnel, including timely access and/or escorts into security or otherwise restricted
areas where the Equipment is located. If Equipment is located where reasonable
access cannot be gained by normal means, the Department agrees to provide a means,
equipment or personnel to access the Equipment and/or provide assistance to the
Consultant personnel to service the Equipment.

4.      Machinery or equipment (i.e., bucket truck, etc.) traffic control and/or assistance
or escorts to permit Consultant to perform service where Consultant considers it unsafe
for an individual to work unaccompanied, including, but not limited to, roadways with
vehicle traffic or on, inside, or under bridges.

5.     Other reasonable information, assistance and machinery as requested by the
service personnel.

6.     Replacement parts of Exempt Equipment for failed Exempt Equipment
components. The Department may provide an inventory of these Exempt components
to the Consultant for replacement in the field when the consultant determines the
components are defective. The Consultant will return the defective components to the
Department which has the option to replace or repair the components.

D. LIMITATIONS - the Service provided herein does not include any of the following:

1.    Any equipment, software, accessories, attachments, or other devices not
purchased from or supplied by the Consultant.

2.      Service, equipment or replacement parts necessitated by visible or non-visible
damage caused by acts of God, including, but not limited to, wind, flooding, avalanches,
shifting of the earth, except lightning.

3.      Installation work or problems with system components or problems related to or
resulting from the installation of the System components, unless such installation or
components are performed by the Consultant.

4.     Communication media or radio paths that are, or have become, noisy or affected
by interference of any kind, which cause unreliable communication due to factors other
than the performance or function of the Consultant provided System.

5.    Consultant provided Equipment and Software which has been altered, operated
or maintained in a manner not approved by Consultant, or which has been damaged
through negligence, accident or misuse.

6.    Sensor extension cable or splices, or repairs to said cable or splices made by
persons or entities other than Consultant.

7.     The cost of replacement solar or uninterruptable power supply batteries, or the
costs of equipment associated with the installation of such replacement batteries or the
disposal of old batteries.

8.    The periodic or frequent cleaning of optical Sensing Device optics or lenses
which may be required to maintain the full function and proper operation of optical
Sensing Devices.

9.     Electrical or communication work or equipment (i.e., AC power, telephone line,
personal computer, etc.) used to operate the system but external to the Consultant
provided Equipment.

10.   Any service, Equipment, or replacement parts necessary because of relocation of
the Consultant provided Equipment covered under this Agreement.

11.   Service when caused by the Department deleting, damaging, or altering any
Equipment or software required for the Equipment to function or operate unless directed
by Consultant.

12.  Service, Equipment, or replacement parts necessitated by visible or non- visible
damage caused by acts, accidental or intentional, of man or machinery.

13.     Any ongoing maintenance or support of the Export Program on the RWIS Server
will be provided and billed on a time and materials basis.

14.     Training sessions performed by the Consultant. Additional User/Technical
training requests by the Department will be provided and billed on a Time and Materials
Any Consultant provided service and Equipment repaired or replaced under this
Agreement will be warranted for the balance of the Agreement period.

ARTICLE 4 - Preventive Maintenance

This Agreement includes annual maintenance work on the Equipment that requires
preventative maintenance which would include, but not limited to, wind speed
shafts/bearings replacement, sensor and all atmospheric instrument calibrations, and
cleaning of precipitation sensor. Consultant will provide the Department with calibration
records and certification of the systems performance level against industry standards.
Consultant will provide preventive maintenance during the period August 1 to October 1.

ARTICLE 5 - Notices

Any notice required or permitted by this Agreement to be given to the parties hereto will
be deemed to have been duly given if in writing and delivered personally or mailed by
first class, registered or certified mail, postage prepaid.

ARTICLE 6 - Miscellaneous

The following miscellaneous provisions shall be a part of the Agreement between the

A. All claims for service shall be made prior to the expiration of this Agreement.
Consultant will honor all claims made during the term of the Agreement, even if the
service is provided after the expiration of the Agreement.

B. This Agreement can be modified only by a written agreement duly signed by persons
authorized to sign agreements on behalf of the Department and on behalf of Consultant.
ARTICLE 7 - Consideration and Payment

The Department agrees to compensate the Consultant an amount of $115,559.16, for
the services as described in Article 3. Compensation shall be paid in twelve (12)
monthly payments due and payable beginning with the first payment due thirty (30) days
following execution of this Agreement. The twelve (12) payments will be
$9,629.93. The consultant shall furnish monthly statements detailing the Equipment that
was repaired or serviced for the last month to include a list of the parts required to bring
the Equipment to a state of normal operation.

ARTICLE 8 - Access to Records

The Consultant is to maintain all books, documents, papers, accounting records, and
other evidence pertaining to costs incurred and is to make such materials available at its
office at all reasonable times during the Agreement period, and for three years after
the date of final payment under the Agreement. These shall be available for inspection
and audit by the Department, or its designated representative and copies thereof shall
be furnished, if requested.

ARTICLE 9 - Third Party Contracts

When work contained within this Agreement is to be accomplished by the use of any
sub-consultants, all such contracts between the consultant and other parties shall be
submitted to the Department for prior review and prior written approval.

ARTICLE 10 - Indemnification Against Loss or Damage

The Consultant agrees to jointly and severally indemnify and hold the Department, its
successors, and assigns harmless from and against all liability, loss, damage, or
expense including reasonable attorney's fees which the Department may incur or
sustain by reason of the failure of the Consultant to fully perform and comply with the
terms and obligations of this Agreement.

ARTICLE 11 - Assignability

This Agreement may not be assigned or transferred by either party to this Agreement
without the written consent of the other party.

ARTICLE 12- Compliance with Laws

This Agreement shall be interpreted in accordance with the laws of the state of Iowa
and any action relating to the Agreement shall only be commenced in the Story County,
Iowa District Court or the United States District Court for the Southern District of Iowa,
Central Division.

This Agreement is subject to all the rules and regulations of the Federal
Communications Commission, Regulations of Teletype Communication Systems, the
laws of the United States, the laws of the state of Iowa and any rules or regulations of
either the federal government or the state of Iowa; and the Consultant shall not be held
responsible for any stoppages, delays, or interruptions caused thereby.

ARTICLE 13 - Integration

This Agreement contains the entire Agreement between the parties, and any
representations that may have been made before the signing of this Agreement are non
binding, void, and of no affect. Neither party has relied on such prior representations in
entering into this Agreement.

ARTICLE 14 - Changes to the Agreement

This Agreement shall not be changed or amended except for termination unless such
changes or amendments thereto are in writing executed by both parties hereto, and
attached to this Agreement.

This Agreement may be terminated before the completion date by either the
Department or the Consultant. Termination shall be effective on thirty (30) days written
notice to either party. The Consultant shall be reimbursed for costs incurred to the
effective termination date on a prorated basis.

If termination of this Agreement by either party is caused by the violation or breach of
the Agreement terms or the party's inability to complete the Agreement terms, the
Department or Consultant shall have all rights available under current Iowa law.

ARTICLE 15 - Non-availability of Funds

Notwithstanding any other provisions of this Agreement, if funds anticipated for the
continued fulfillment of this Agreement are at any time not forthcoming or insufficient,
through the failure of the state of Iowa to appropriate funds or the discontinuance or
material alteration of the program for which funds were provided, then the Department
shall have the right to terminate this Agreement without penalty by giving not less than
thirty (30) days written notice documenting the lack of funding, discontinuance or
program alteration. The Consultant shall be reimbursed for costs incurred to the
effective termination date in a prorated basis.

ARTICLE 16 - Compliance with Title VI of the Civil Rights Act of 1964

During the performance of this Agreement, the Consultant, for itself, its assignees and
successors, in interest, agrees as follows:

A.     Compliance with Regulations:

The Consultant will comply with the regulations of the U.S. Department of
Transportation relative to nondiscrimination in federally assisted programs of the
Department of Transportation (Title 49, Code of Federal Regulations, Part 21,
hereinafter referred to as the "Regulations"), which are herein incorporated by
reference and made a part of this Agreement.

B.     Nondiscrimination:

The Consultant, with regard to the work performed by it, will not discriminate based on
the grounds of race, color, sex, or national origin in the selection and retention of sub-
consultants, including procurement of materials and leases of Equipment. The
Consultant will not participate, either directly or indirectly in the discrimination prohibited

by Section 21.5 of the Regulations, including employment practices when the
Agreement covers a program set forth in Appendices "A" and "B " of the Regulations.

ARTICLE 17 - Department Representative

The Department designates the Director of the Office of Maintenance of the Statewide
Operations Bureau as its duly authorized representative for the determination of all
matters herein contained.

In witness, whereof, the parties have hereto caused this Agreement to be executed by
their proper officers and representatives.

Surface Systems Inc.                   Iowa Department of Transportation

BY: __________________________         BY:    _________________________

DATED:___________________              DATED: __________________

                                               Attachment A
                                          To SSI Service Agreement

Covered SCAN System components:

•   Four                   (4)    SSI Supplied Software on Department Owned Servers
•   Forty-eight           (48)    RPU’s with Full Atmospherics
•   One                    (1)    RPU’s without Atmospherics

The following Equipment and Software will be covered by this Service Agreement

        49        Theis Relative Humidity/Air Temperature Sensors
        6         Rudolph Precipitation Sensors
        22        Price Yes/No Precipitation Sensors
        21        OWI Precipitation Sensors
        48        RM Young Wind Sensors
        21        Type “E” Surface Sensors
        145       “FP2000” Surface Sensors
        4         Subsurface Probes
        1         SSI Color Camera

Location of RPU’s
        0       Adair
        1       Algona
        2       Alton
        3       Altoona
        4       Ames
        5       Ankeny
        6       Avoca
        7       Burlington
        8       Carroll
        9       Cedar Rapids I-380
        10      Cedar Rapids US 30
        11      Centerville
        12      Council Bluffs
        13      Creston
        14      Davenport
        15      Decorah
        16      Des Moines I-35
        17      Des Moines I-235 (NOT COVERED UNDER CONTRACT)
        18      DeSoto
        19      DeWitt
        20      Dubuque
        21      Fort Dodge
        22      Grinnell
        23      IA City I-80
        24      IA City US 218
        25      Jefferson
        26      Leon
        27      Manchester
        28      Maquoketa
        29      Marshalltown

30   Mason City
31   Missouri Valley
32   Mount Pleasant
33   New Hampton
34   Onawa
35   Osceola
36   Ottumwa
37   Pella
38   Red Oak
39   Sidney
40   Sigourney
41   Sioux City
42   Spencer
43   Storm Lake
44   Tipton
45   Urbana
46   Waterloo
47   Williams
48   Williamsburg
49   Worth County

                                             Appendix A

                                  Iowa Department of Transportation
                                        RWIS Service Request

To:     Surface Systems, Inc.                         From: IA DOT
        Attn: Customer Service                        District #: ____
        Fax # (314) 569-3567                          Submitted By:______________
        Phone # (800) 654-6867                        Phone #: __________________

We request service for:

   RPU, Number_____ @ __________                 CPU @________________________
   Surface Sensor, Number __________              Display Software (SCG)
   Sub-Probe, Number_____________                 SCAN*Cast
   RPU-CPU Communications                         Weather Data Base
   CPU-SCG Communications
   Atmospheric Sensor
       Air Temperature
       Relative Humidity
       Wind Speed/Direction

Describe problem in detail

                                    SSI Customer Service Use Only

Service Request received by SSI:

Date: ____/____/____                    Time:____:____              By:_____________________

Call assigned to: _____________________________Date:______________________________

Description of Work Performed to complete service request:_____________________________

Call Closed:
Date:____/____/____               Time:_____:_____          By:___________________________


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