HomeMy WebLinkAboutExhibit 2SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI AND WESTNET, INC.
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This Services Agreement ("Agreement") is made and entered into as of day of
2005, by and between the City of Miami, a municipal corporation
of the State of Florida (hereinafter referred to as the "City"), and Westnet, Inc., a California
corporation (hereinafter referred to as "Provider")
RECITALS
WHEREAS, pursuant to Resolution No. 00-604, adopted on July 20, 2000, the City and
Provider entered into a Service Agreement dated October fl, 2001, to procure Provider's First -In
Fire Station Control System and equipment ("System and Equipment") for installation and
testing in one (l) City fire station (the "Project") for initial testing to ensure that it meets all
necessary requirements and expectations; and
WHEREAS, the Provider's System and Equipment has proven to minimize emergency
response time and enhanced the firefighters' safe response within the fire station by means of a
low level lighting system, which reduces eyestrain and night blindness while permitting safe
passage to the response vehicle. The timesaving of the Provider's system is significant in that
automatic notification eliminates any potential communication delays, thus streamlining the
method of deploying firefighters and apparatus and thereby shortening response time; and
WHEREAS, the City Manager found a sole source for the System and Equipment,
waiving the requirements for competitive sealed bids and authorized the procurement and
installation of the System and Equipment from Provider. The Provider's proposal and other
documents submitted by Provider prior to the execution of this Agreement are sometimes,
collectively, referred to herein as the "Solicitation Documents," and are by this reference
incorporated into and made apart of this Agreement; and
WHEREAS, after successful implementation of the Provider's System and Equipment,
the City desires to acquire the System and Equipment to be installed throughout the remaining
City fire stations listed in "Attachment 1 " hereto, in accordance with the terms and conditions of
this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
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1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part
of this Agreement.
2. TERM: The term of this Agreement shall be for one (1) year from the date hereof or until there
is successful implementation and a fully operational System and Equipment throughout the remaining
City fire stations.
3. OPTION: During the term of the Agreement, the Compensation includes one year of system
support ("System Support") consisting of maintenance and toll -fee technical support. In addition,
Provider has given the City the option for System Support for the next four years as outlined in Exhibit A-
6 entitled "Five -Year Support Option." The City shall have the option to extend the term hereof
maintenance of System and Equipment, based upon the rates in Exhibit A-6, subj ect to
availability and appropriation of funds and City Commission approval.
4. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described and under the special
terms and conditions set forth in "Attachment 1" hereto, which by this reference is incorporated into and
made a part of this Agreement. Provider represents and warrants to the City that Provider: (i) possesses
all qualifications, licenses and expertise required under the Solicitation Documents to perform the Project;
(ii) is and shall be, at all times during the term hereof, fully qualified and trained to perform the Project;
and (iii) the Project will be performed in the manner described in "Attachment 1" and in any submittals
approved by the City.
B. Provider agrees to provide to the City, upon execution of the Agreement, a certificate
stating that the Services are "Year 2000" compatible.
C. Although none are known at this time, the City agrees to at its own cost and expense to
malce facility repairs necessary to complete the Project.
5. COMPENSATION:
A. The amount of compensation to the Provider shall be based on the rates described in
"Attachment 5", entitled Compensation Schedule, which is based upon Exhibits A-1 — C-2 and which is
attached hereto and incorporated by reference into the Agreement. However, the total amount: of
compensation to Provider shall not exceed $1,065,536.65, The City shall have no liability to pay or
reimburse any amount in excess of the total amount of compensation, which are authorized by the City for
eligible services furnished by Provider.
B. Payment to Provider shall be made in accordance with the schedule described in
Attachment 5.
6. OWNERSHIP OF DOCUMENTS: Providers understands and agrees that any information,
document, report or any other material whatsoever which is given by the City to Provider (which was not
previously possessed by Provider or not otherwise in the public domain) is and shall at all times remain
the property of the City. Provider agrees not to use any such information, document, report or material
which is the property of City for any other purpose whatsoever without the written consent the City,
which may be withheld or conditioned by the City in its sole discretion. Notwithstanding the foregoing or
anything else in this Agreement to the contrary, Provider shall retain all rights to any confidential or
proprietary information prepared by Provider during the course of this Project.
7. AUDIT AND INSPECTION RIGHTS:
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A. The City may, at reasonable times, and for a period of up to three (3) years following the
date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those
books and records of Provider which are related to Provider's performance under this Agreement.
Provider agrees to maintain all such books and records at its principal place of business for a period of
three (3) years after final payment is made under this Agreement.
B. The City may, at reasonable times during the term hereof, inspect Provider's facilities
and perform such tests, as the City deems reasonably necessary, to determine whether the goods or
services required to be provided by Provider under this Agreement conform to the terms hereof and/or the
terms of the Solicitation Documents, if applicable. Provider shall make available to the City all
reasonable facilities and assistance to facilitate the performance of tests or inspections by City
representatives. All test and inspections shall be subject to, and made in accordance with, the provisions
of Section 18-101 of the Code of the City of Miami, Florida, as it may be amended or supplemented, from
time to time.
8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not
employed or retained any person or company employed by the City to solicit or secure this Agreement
and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage,
brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement.
9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable
times, to the City's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to
allow access by the City and the public to the City's contracts subject to disclosure under applicable law.
Provider's failure or refusal to comply with the provisions of this section shall result in the immediate
cancellation of this Agreement by the City. Notwithstanding the foregoing or anything else in this
Agreement to the contrary, subject to the provisions of Florida law, including, but limited to Chapter 119,
Florida Statutes, City agrees not to disclose any confidential and proprietary information and trade secrets
of Provider as more fully set forth in Attachment 2 entitled "Confidentiality Nondisclosure Agreement",
attached hereto and incorporated herein by reference.
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10. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: Provider understands
that agreements between private entities and local governments are subject to certain laws and
regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and
Provider agrees to comply in this Agreement and all Attachments thereto with and observe all applicable
federal, state and local laws, codes and ordinances as they may be amended from time to time.
I]. LIMITED WARRANTY AND INDEMNIFICATION: The Limited Warranty of Provider is
attached hereto as "Attachment 3" and incorporated herein by reference.
12. DEFAULT:
A. If Provider fails to comply with any material term or condition of this Agreement or fails
to perform any of its material obligations hereunder, and if the failure to comply is in no way due to lack
of performance by the City, then Provider shall be in default. If Provider fails to cure the default .within
thirty (30) days written notice from City, then City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement. If City terminates this
Agreement due to a default by Provider, Provider shall immediately refund to City all payments,
advances, or other compensation paid by the City to Provider during the period of the default. Upon
receipt of such payment, Provider will remove and City agrees it will return to Provider all Equipment it
installed or delivered to the City pursuant to the terms hereof.
B. If City fails to comply with any material term or condition of this Agreement, including
without limitation, making any required payments or timely approving any plans or specifications, then
City shall be in default. If City fails to cure the default within thirty (30) days written notice from
Provider, then Provider, in addition to all remedies available to it by law, may immediately, upon written
notice to City, terminate this Agreement. If Provider terminates this Agreement, City agrees it will return
to Provider and allow Provider to remove all Equipment Provider installed or delivered to the City
pursuant to the terms hereof. City shall be liable for all labor provided until the time of default,
equipment removal expenses and shipping charges, but the total liability of City or Provider shall in no
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event exceed the compensation payable pursuant to paragraph 5.A. In the event of termination due to
default by the City, Provider may seek all remedies available to it by law.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all
disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by
the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to
seek judicial relief in connection therewith. Provider shall not be entitled to seek judicial relief unless: (i)
Provider has first received the City Manager's written decision, approved by the City Commission if the
amount of compensation hereunder exceeds $25,000 or (ii) a period of sixty (60) days has expired, after
submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting
documentation or ninety (90) days if City Commission approval is required for the City Manager's
decision; or (iii) the City has waived compliance with the procedure set forth in this section by written
instruments, signed by the City Manager.
14. TERMINATION RIGHTS:
A. City shall have the right to terminate this Agreement, in its sole discretion, at any time,
by given written notice to Provider at least sixty (60) days prior to the effective date of such termination.
In such event, the City shall pay to Provider compensation for Services rendered and expenses incurred
prior to the effective date of termination as well as Equipment removal expenses and shipping charges.
However, as a result, such payments by City to Provider shall in no event exceed the amount of
compensation provided in Section 5 entitled "Compensation," City will return to Provider and allow
Provider to remove all its Equipment installed or delivered to the City pursuant to the terms hereof.
B. City shall have the right to terminate this Agreement upon the occurrence of an event of
default as provided in Paragraph 12.A.
15, INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance
coverage as may be required by the City's Risk Management Administrator. All such insurance,
including renewals, shall be subject to the approval of the City Risk Management Administrator for
adequacy of protection and evidence of such coverage shall be furnished to the City on Certificate of
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Insurance indicating such insurance to be in force and effect and providing that it will not be canceled
during the performance of the services under this contract without thirty (30) calendar days prior written
notice to the City Risk Management Administrator. Completed Certificates of Insurance shall be filed
with the City prior to the performance of services hereunder, provided, however, that Provider shall at any
time upon request file duplicate copies of the policies of such insurance with the City. The City and
Provider agree that Provider shall provide the insurance as provided in Attachment 4 attached hereto and
made a part of the Agreement.
16. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM:
The City has established a Minority and Women Business Affairs and Procurement Program (the
"M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks,
Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy
of which has been delivered to, and Provider hereby acknowledges receipt of which. Provider
understands and agrees that the City shall have the right to terminate and cancel this Agreement, without
notice or penalty to the City, and to eliminate Provider from consideration and participation in future City
contracts if Provider, in the preparation and/or submission of the Proposal, submitted false or misleading
information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or
type of minority or women owned business participation.
17. NONDISCRIMINATION; Provider represents and warrants to the City that Provider does not
and will not engage in discriminatory practices and that there shall be no discrimination in connection
with Provider and Contractor's, respectively, performance under this Agreement on account of race,
color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap,
marital status or national origin, be excluded from participation in, be denied services, or be subject to the
discrimination under any provision of this Agreement.
18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without
the prior written consent of the City, which may be withheld or conditioned, the City's sole discretion.
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19. NOTICES: All notices or other communications required under this Agreement shall be writing
and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party may
designate by notice given as herein provided. Notice shall be deemed given on the day on which
personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt,
whichever is earlier.
TO CITY
Joe Arriola
City Manager
City of Miami
444 S.W. 2°d Avenue, 10`h Floor
Miami, Florida 33130
with copies to:
Jorge L. Fernandez
City Attorney
444 S.W. 2°d Avenue, Suite 945
Miami, Florida 33130
20. MISCELLANEOUS PROVISIONS:
TO PROVIDER
Westnet, Inc.
Dawn Matheny
16581 Burke Lane
Huntington Beach, California 92647
A. This Agreement and its Attachments shall be construed and enforced according to the
laws of the State of Florida. Venue for any legal action shall be in Miami -Dade County, Florida in order
to expedite the conclusion of any action the parties agree to waive their right to trial by jury, the right to
file a permissive counterclaim or to claim attorney's fees in any civil or administrative action between
them arising from this agreement.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made
in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement
be determined by a court of competent jurisdiction be invalid, illegal or otherwise unenforceable under
the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase
shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable,
then same shall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect or limitation of its use.
21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their
heirs, executors, legal representatives, successors, or assigns.
22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to
provide goods or services to the City as an independent contractor, and not as an agent or employee of the
City. Provider further understands that Florida Workers' Compensation benefits available to employees
of the City are not available to Provider and agrees to provide workers' compensation insurance for any
employee or agent of Provider rendering services to the City under this Agreement.
23. CONTINGENCY CLAUSE: Sufficient funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and is subject to amendment or
termination due to lack of funds, reduction of funds and/or change in regulations. City may terminate the
Agreement on the basis of this contingency clause pursuant to Section 12.A.
24. REAFFIRMATION OF REPRESENATATIONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Documents.
25. ENTIRE AGREEMENT: This instrument and its Attachments constitute the sole and only
agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and
obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
26. REFERENCE LIST AND ADVERTISING: City agrees that Provider may list that its System
and Equipment has been installed in the City in Provider's sales reference list. Provider may advertise to
other municipalities that the System and Equipment has been installed in the City.
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27. MISCELLENEOUS: Provider shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded
by the City including Titles 1 and II of the ADA (regarding nondiscrimination on the basis of disability)
and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative
steps to ensure nondiscrimination in employment of disabled persons.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized, this the day and year above written.
ATT 7':
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Priscilla A. Thompson, ity Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
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L. ernanc z
CAri rney �lb
ATTEST:
Print Name: Barbara MathenyLl All
Title: Corporate Secretary
(Affix Corporate Seal)
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CITY OF
WE
"City"
icipal
Arriola, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania F. Carrillo
Risk Management Administrator
"Provider"
Westnet, I , a California Corp.
By:
Prin T e: Dawn M
Title: Corporate Treasurer
K-0400642
"Attachment 1"
STATEMENT OF WORK FOR PROVIDER AND CONTRACTOR
(Statement of Work for Provider and Contractor document follows this cover page)
Attachment 1
WESTNET° INC
STATEMENT OF WORK
FIRST -INS' FIRE STATION ALERTING EQUIPMENT
For
Citv of Miami Fire Department
Fire Station Alerting and Dispatch Systems
August, 2004
Westnet, Inc.
16581 Burke Lane
Huntington Beach, CA 92647
(714) 841-3000
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STATEMENT OF WORK
INTRODUCTION
Parties: Westnet, Inc. (herein Westnet) and the City of Miami (herein Customer)
have come together under this Statement of Work to provide and install First -In®
Fire Station Alerting Systems in City of Miami Fire Stations 1, 2, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13 and 14 (herein Station(s)). By agreement between Westnet and
the Customer, AGC Electric, Inc. (herein AGC) will install the fire station alerting
equipment under a subcontract with Westnet. Any other parties participating in
this project are deemed an agent of one of the aforementioned principal parties.
Project Overview:
Fire Stations: Westnet will provide and AGC will install a First -In® Fire
Station Alerting System (herein Alerting System) for each Station. Each
Alerting System signals in -station personnel of an alert from the City of
Miami Fire Dispatch Center (herein Dispatch). The Alerting Systems
consist of the equipment enumerated in Exhibit A-2.
Fire Dispatch: Westnet will provide First -In® CAD Interface Alerting
Software (herein Software) for installation on the Customer's Fire Station
Alerting Server (herein Alerting Server). Westnet will provide and install a
First -In® Trunked Radio Interface Controller System (herein Backup
System) in Dispatch. The equipment for Fire Dispatch is enumerated in
Exhibit A-4.
1 EQUIPMENT AND INSTALLATION:
1.1 Description of Fire Station Alerting Systems: Upon receipt of a proper alert
from Dispatch, the First -In Master Control Unit (herein MCU) sends commands to
the various First -In Smart Station Units (herein Units) located throughout the fire
station, Depending upon Customer programming, the Units will emit an audible
and/or visual indication of an incoming alert from Dispatch. The Units for this
project are enumerated in Exhibit A-2.
1.2 Westnet:
1.2.1 Pre -Installation Responsibilities:
1.2.1.1 Participate in and complete sign -off of configuration programming
within thirty (30) days of the scheduled equipment shipment.
Customer changes to the programming after approval may result in
additional fees. The Customer has been notified that a maximum
time -length for each announcement and maximum zone capability
exists and agrees to comply with those time and capability limits.
1.2.1.2 Build and ship the equipment to the agreed upon configuration.
1.2.2 Installation Responsibilities:
1.2.2.1 Installation of the cat 5 cabling, terminations and testing of the cable
plant. AGC will install a/" EMT conduit and 1900 boxes in open areas,
wiring supports per NFPA 70, install the required115V, 20A duplex
receptacles, run 3#12 in Y2" EMT conduit or MC cable from the
existing emergency panel, and perform drywall cutting, painting and
patching as required. The Customer, at Customer's expense, will
provide any other conduit, rough -in, electrical, networking and radio
system work.
1.2.2.2 Install the System at the Station and connect the station radio to the
System.
1.2.2.3 Perform start-up of the System and demonstrate the System to. the
Customer for Acceptance Testing.
1.2.2.4 Provide a Westnet On -Site Factory Representative at the conclusion
of the installation to certify the installation and provide operator
training.
1.2.3 Post -Installation Responsibilities:
1.2.3.1 Provide technical telephone support and system maintenance to the
Customer for a period of one year. Westnet's ability to provide these
services is contingent upon the Customer supplying Westnet with
continuous VPN connection.
1.2.3.2 Provide as -built drawings depicting the location and programming
identification numbers of the Units within the Station.
1.3 Customer:
1.3.1 Pre -Installation Responsibilities:
1.3.1.1 Participate in and complete sign -off of configuration programming
within thirty (30) days of the scheduled equipment shipment.
1.3.1.2 Provide all radio and networking equipment necessary for integration
with the Alerting and Dispatch Systems. The radio equipment
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includes, but is not limited to a properly operating radio base station,
installed antenna and feedline that produces an acceptable level of
signaling, as well as an acceptable level of Dispatch voice audio.
Provide schematics of the radio so that Westnet can connect the
radio to the MCU upon installation.
1.3.1.3 Provide Westnet with the Station IP Address, Subnet Mask and
Gateway information one month prior to installation.
1.3.1.4 Provide a properly operating Ethernet port and Local Area Network
within the Station. Provide a properly operating Wide Area network
that has sufficient capacity at maximum anticipated traffic to support
all alerting functions.
1.3.1.5 Provide Westnet with continuous VPN access to the Customer's
network. Continuous VPN access will allow Westnet to timely provide
technical support.
1.3.1.6 Provide adequate space for the MCU, one Power Module and UPS.
The space for these three devices must not be more than six (6)Jeet
from the radio base station and a 110 -volt outlet.
1.3.1.7 Provide a five -ohm earth ground circuit connected to the radio
antenna lightening suppressing circuit.
1.3.1.8 Provide proper analog paging audio and a DC contact closure for
telephone paging. Should audio feedback occur during paging, the
Customer will need to provide and install a feedback eliminator.
1.3.1.9 Return a signed copy of the Delivery Verification Forms (Exhibits B-1
and B-2) upon receipt of the equipment.
1.3.2 Installation Responsibilities:
1.3.2.1 Return a signed copy of the Installation Verification Form (Exhibits B-
3 and B-4) upon completion of installation.
1.3.2.2 Should a discrepancy arise among Customer personnel regarding
the placement or mounting methods, or other installation matters,
there will be resolution of such discrepancy within twenty-four (24)
hours. If such resolution does not occur, Westnet may bill the
Customer for any standby time until such discrepancy is resolved.
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1.3.2.3 Provide a minimum of five (5) business days notice to the Westnet
Project Manager or AGC should the Customer need to postpone the
scheduled installation. Provide a minimum of five days (5) days
notice to Westnet should the Customer need to postpone or cancel
the On -Site Supervisor trip. Compliance with the notice requirements
noted above does not absolve the Customer of damages related to
the cancellation or postponement.
1.3.2.4 Provide station repairs within forty-eight (48) hours. While AGC may,
in it's discretion proceed with installations in other locations, delays in
repairs to the Stations will result in billable standby time. The
Customer must notify AGC and Westnet of any areas known to
contain asbestos. If during the installation process, AGC and/or
Westnet suspects or encounters asbestos, the Customer will be
required to drill all holes in the related area. Westnet and AGC shall
have no liability to the Customer, its employees or to any other
persons for any asbestos related claims, including, without limitation,
removal or cleanup costs, loss of use, lost profits or personal injury or
property damages (collectively the "asbestos claims').
1.3.2.5 Allow Westnet to install a Westnet-owned Performance Monitoring
Computer in Dispatch. The computer is used to administer technical
support and maintenance services. The computer will be returned to
Westnet at the conclusion of the maintenance period. The Customer
is responsible for all anti-virus and operating system updates.
1.3.2.6 Allow Westnet to bring a scissor -lift onto Customer premises. The
scissor -lift will be used to aid in the installation of the equipment in
apparatus bays and other high ceiling areas.
1.3.2.7 Provide any other support to Westnet to ensure successful
installation and integration of the Alerting Systems.
1.3.2.8 Participate in Acceptance Testing during the On -Site Factory
Representative visit. A copy of the Acceptance Test Plan is located in
Exhibits C-1 and C-2.
1.3.3 Post -installation Responsibilities:
1.3.3.1 Provide primary support for all alarm Systems concerns. The
Customer will contact Westnet once it has completed primary
troubleshooting and verified that a problem resides within the
Westnet-supplied systems.
1.3.3.2 Administer warranty service for any Customer -supplied equipment.
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2 TRAINING:
2.1 Operator Training: Westnet will provide operator training. The training will
cover operation of the MCU and Smart Station Units during an alert sequence.
3 EXCLUSIONS:
3.1 Additional Equipment: There will be no additional equipment provided by
Westnet, as the equipment listed in the Exhibits is a complete list of equipment
to be provided under the Statement of Work. Westnet does not provide spare
units to replace units at Westnet for warranty repair, unless provided for in a
separate maintenance agreement. Should additional or spare equipment
beyond the scope of this Statement of Work be desired, a separate quote and
purchase order will be required. Prices for additional equipment will be based
upon the Price List in effect at the time the request for additional equipment is
made. Westnet will not be providing any two-way radios, two-way radio
accessories, printers or routers to the Customer.
3.2 Post -Installation Equipment - Westnet does not warranty equipment provided
under this Statement of Work should a party other than Westnet or AGC install
or integrate any non-Westnet equipment into the Alerting or Dispatch Systems.
An exception to this exclusion is the CAD interface and Customer's radio
system.
3.3 Alerting Equipment Voice -chip or Programming Changes: Any changes in the
text of the voice -chips or reprogramming to any units once the programming
from the Westnet Configuration Form is complete will be a billable charge to the
Customer, unless such change stems from a programming error by Westnet.
The charge will consist of parts, labor, and any applicable shipping and taxes.
The Customer must provide the labor, or hire Westnet for an additional charge,
to remove and reinstall any reprogrammed voice -chips or units once the units
leave the factory.
3.4 Services: Installation labor, repair labor, other on-site or engineering labor
beyond the scope of this Statement of Work is excluded and will require a
change order.
3.5 Computer Systems: Westnet and/or any Westnet-supplied equipment will not
make a recommendation as to which apparatus or personnel assigned to an
emergency call. Rather, Dispatch personnel, the CAD and/or any other
Customer mechanism is responsible for equipment and personnel
assignments.
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3.6 Telephone Services: Payment for services and coordination involving the
connection of any telephone lines to the Stations and Dispatch shall be the
responsibility of the Customer.
3.7 Installation:
3.7.1 Westnet understands that the term "optimal" is subjective. Although
Westnet will attempt to place the Systems equipment in the Customer's
desired locations, Westnet reserves the right to place the equipment in the
most beneficial and safest location.
3.7.2 Should Westnet be requested to provide installation services beyond the
scope of this Statement of Work, a separate quote will be issued and a
Customer purchase order will be required for such installation services.
3.8 CAD Upgrade: This Statement of Work does not include any upgrades to the
Customer's CAD or existing Dispatch equipment.
3.9 CAD Operation: Should the CAD be unable to alert a properly functioning:MCU,
it is the responsibility of the Customer to correct the situation. Any work by
Westnet necessary to troubleshoot the CAD system or modify the MCU post-
production is beyond the scope of this project and will be an additional charge.
3.10 Interfaces: No interfaces are included in Westnet's pricing and are beyond the
scope of this Statement of Work.
3.11 Other Forms of Alerting: While the Alerting and Fire Dispatch Systems are
capable of doing other forms of alerting, such as Homeland Security, Amber
Alerts, additional programming and equipment for other locations will be
required.
3.12 Other: Westnet makes no guarantee and has no responsibility for the
performance of ancillary systems used in the alerting process, such as the
CAD, the wired or wireless connectivity from Customer's Dispatch to the
Stations, Public Address and telephone paging systems, as well as devices
connected to the Control Remote. The Customer has been advised that the
Alerting Systems may not function properly unless the ancillary systems
correctly function. With the proper inputs, the Alerting Systems will activate the
Alerting System lights, speakers, relays (Control Remotes) and Alerting System
Doorbells.
4 OPTIONS:
4.1 Total System Support: For a period of up to five (5) years, the Customer has
the option to purchase extended total system support consisting of on-site
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maintenance and toll-free telephone technical support. The annual costs for
extended for the Total System Support are enumerated in Exhibit A-6.
5 CONCLUSION:
5.1 Acceptance: Acceptance of this Statement of Work by the principal parties
constitutes a final written expression of all the terms of the Statement of Work
between Westnet and the principal parties and is a complete and exclusive
statement of those terms. Any representations, promises, warranties or
statements by Westnet's agents that differ in any way from the terms of this
written Statement of Work shall be given no force or effect. WESTNET, INC,
RESERVES THE RIGHT TO MAKE CHANGES TO THIS STATEMENT OF
WORK UNTIL SUCH TIME THAT A CONTRACT HAS BEEN EXECUTED.
9
EXHIBITS
Table of Contents
Exhibit A-1
Project Cost Summary
Exhibit A-2
Fire Station Alerting Equipment Cost Detail by Station
Exhibit A-3
Fire Station Alerting Equipment Installation Cost Detail by Station
Exhibit A-4
Fire Dispatch Equipment and Installation Costs
Exhibit A-5
Project Support Costs
Exhibit A-6
System Support Options Cost
Exhibit B-1
Delivery Verification Form: Fire Station Alerting Equipment
Exhibit B-2
Delivery Verification Form: Fire Dispatch Equipment
Exhibit B-3
Installation Verification Form: Fire Station Alerting Equipment
Exhibit B-4
Installation Verification Form: Fire Dispatch Equipment
Exhibit C-1
Fire Station Alerting Equipment Acce tance Test Procedure
Exhibit C-2
Fire Dispatch Equipment Acce tance Test Procedure
Exhibit A-1
Project Cost Summary
Fire Station Alerting Equipment $ 600,281.40
Fire Station Alerting Equipment Installation $ 328,260.25
Fire Dispatch Equipment & Software $ 49,995.00
Project Support Costs $ 87,000.00
Total Project Investment $1,065,536.65
Exhibit A-2
Fire Station Alerting Equipment Cost Detail by Station
Description by
Station
Price
#
1
#2
#
4
#
5
#
6
#
7
J#
8
# 1-8 Total
Units
Satellight Mounting Kit
$44.01
0
30
33
30
33
37
32
195
Oui
$583.00
0
1
0
Q
1
2
1
5
Radio Isolation Unit
$653.24
1
11
1
1
1
1
1
7
Satellight
$427.63
0
17
21
20
20
21
19
118
Outside Speaker
$89.00
0
1
0
0
0
0
0
1
Speaker Switch
$289.99
0
0
0
0
0
0
1
1
Dorm Remote
$938.45
0
20
17
18
20
19
18
112
Single Speaker HPA
$1,195.00
0
0
2
2
0
2
2
8
Dual Speaker HPA
$1,695.00
0
2
2
1
2
1
1
9
Doorbell
$285.01
0
1
1
1
1
1
1
6
Master Control Unit
$7,395.95
1
1
1
1
1
1
1
7
Control Remote
$1,175.95
1
1
1
1
1
1
1
7
Station Paging
Module
$439.00
1
1
1
1
1
1
1
7
Data Surge
Suppressor
$59.95
1
1
1
1
1
1
1
7
Power Module w/UPS
$1,535.44
0
6
6
6
6
7
5
36
Satellight Controller
$599.98
0
12
12
10 1
12 1
14 1
12
72
On -Line UPS
$753.85
1
0
0
0 1
0
0
0
1
UPS Mounting Kit
$80.52
1
5
5
5
6
6
4
32
Continued below
Description by
Station
#1-8
Total
#9
#10
#11
#12
#13
#14
Unit
Totals
Price
Totals
Satellight
Mounting Kit
195
28
24
17
53
0
0
317
$13,951.17
Outside Satellight
5
1
1 0
2
1 1
0
1 0
9
$5,247.00
Radio Isolation
Unit
7
1
1
1
1
1
1
13
$8,492.12
118
17
15
11
36
0
0
197
$84,243.11
-Satellight
Outside Speaker
1
0
0
0
3
0
0
4
$356.00
Switch
1
0
0
0
0
0
0
1
$289.99
-Speaker
Dorm Remote
112
18
11 1
8
18
0
Q 1
167
$156,721.15
Single Speaker
8
0
11
2
0
0
12
$14,340.00
HPA
Dual Speaker
HPA
9
2
3
0
2
0
0
16
$27,120.00
Doorbell
6
1
11
1
1
0
0
10
$2,850.10
Master Control
Unit
7
1
1
1
1
1
1
13
$96,147.35
Control Remote
7
1
1
1
1
1
1
13
$15,287.35
Station Paging
Module
7
1
1
1
1
1
1
13
$5,707.00
Data Surge
Suppressor
7
1
1
1
1
1
1
13
$779.35
Power Module
w/UPS
36
6
5
4
10
0
0
61
$93,661.84
Satellight
Controller
72
11
9
6
16
0
0
114
$68,397.72
On -Line UPS
1
0
0
0
0
1
1
3
$2,261.55
UPS Mounting Kit
32
5
4
3 1
9
1
1
55
$4,428.60
Station Totals
1031
$600,281.40
Exhibit A-3
Fire Station Alerting Equipment Installation Cost Detail by Station
Station
Installation
Drawings
Permit Labor
Costs
City Permit
Fees
Total Labor
1
$2,800.00
$225.00
$380
$95.00
$3,500.00
2
$24,357.00
$1,750.00
$1,125.00
$750.00
$27,982.00
4
$38,975.00
$1,750.00
$1,125.00
$875.00
$42,725.00
5
$41,250.00
$1,750.00
$1,125.00
$750.00
$44,875.00
6
$24,357.00
$1,750.00
$1,125.00
$875.00
$28,107.00
7
$31,000.00
$2,250.00
$1,125.00
$1,125.00
$35,500.00
8
$22,606.25
$1,750.00
$1,125.00
$750.00
$26,231.25
9
$25,938.00
$1,750.00
$1,125.00
$750.00
$29,563.00
10
$20,825.00
$1,750.00
$1,125.00
$750.00
$24,450.00
11
$14,307.00
$1,300.00
$1,125.00
$625.00
$17,357.00
12
$35,845.00
$2,500.00
$1,125.00
$1,500.00
$40,970.00
13
$2,800.00
$225.00
$380
$95.00
$3,500.00
14
$2,800.00
$225.00
$380
$95.00
$3,500.00
Totals
$287,860.25
$18,975.00
$12,390.00
$9,035.00
$328,260.25
Exhibit A-4
Fire Dispatch Equipment and Installation Costs
First -In Trunked Radio Interface Controller System $ 14,995.00
Complete Version of First -In CAD Interface Software $ 35,000.00
Total $ 49,995.00
15
Exhibit A-5
Project Support Costs
Upgrade to Station 3 Master Control Unit Incident Types
Toll -Free Telephone Technical Support — Two Years
Project Management — Thirteen Fire Stations
On -Site Training
System Maintenance (requires VPN access)
Total
16
$ 500.00
$ 9,500.00
$ 18,975.00
$ 6,500.00
$ 51, 525.00
$ 87,000.00
Exhibit A-6
Five -Year Support Option
Total System Support
Year
Maintenance
Toll -Free Technical
Support
Year 2
$ 54,101.00
Included in contract price.
Year 3
$ 56,806.00
$4,988.00
Year 4
$ 59,646.00
$ 5,237.00
Year 5
$ 62,628.00
$ 5,499.00
Totals
$ 233,181.00
$ 15,724.00
17
Exhibit B-1
Delivery Verification Form
City of Miami Fire Station
First -In Fire Station Alerting Equipment
The signature below serves as verification that all equipment listed for Station in Exhibit A-2 was
delivered in good condition.
City of Miami Representative
Printed Name & Title
(For partial deliveries, the following form will be used.)
Date
The signature below serves as verification that all but the following equipment listed for Station
in Exhibit A was delivered in good condition:
1. 3.
2. 4.
City of Miami Representative Date
Printed Name & Title
Exhibit B-2
Deliver -V Verification Form
First -in Fire Dispatch Equipment
The signature below serves as verification that the Fire Dispatch equipment enumerated in Exhibit A-3
was delivered in good condition.
City of Miami Representative
Printed Name & Title
Date
Exhibit B-3
Installation Verification Form
City of Miami Fire Station
First -in Fire Station Alerting Equipment
The signature below serves as verification that the equipment listed for Station in Exhibit A-2,
plus or minus the following mutually agreed upon changes, has been installed in a commercially
reasonable manner:
2.
3.
4.
5.
6.
7.
8.
9.
10.
❑ A check in this box means that no equipment changes were made, and that the only
equipment installed is that which is listed in Exhibit A-2.
City of Miami Representative
Printed Name & Title
Date
Exhibit B-4
Installation Verification Form
First -In Fire Dispatch Equipment
The signature below serves as verification that the Fire Dispatch equipment enumerated in Exhibit A-3,
plus or minus the following mutually agreed upon changes, has been installed in a commercially
reasonable manner:
1. 6.
2. 7.
3. 8.
4. 9.
5. 10.
❑ A check in this box means that no equipment changes were made, and that the only
equipment installed in Fire Dispatch is that which is listed in Exhibit A-3.
City of Miami Representative Date
Printed Name & Title
Exhibit C-1
First -In Fire Station Alerting System Acceptance Test Procedure
City of Miami Fire Station(s)
This Acceptance Test Plan serves to demonstrate the operation of the fire station alerting
system(s). Upon successful completion of the following Acceptance Test Plan, the Alerting
System(s) will be deemed operational and conditionally accepted by the Customer.
Tone Activation Operation Verification.
Tone sequences assigned to the fire station shall be applied to the alerting radio port of
the Master Control Unit using a Motorola 2670 service monitor or equivalent. The
alerting response from the alerting system shall illuminate the colored indicators
associated with the zone alerted and audio distribution shall activate all areas associated
with the zone alerted.
Passed Did not Pass
Notes
The tone sequence assigned to the "All Call" function shall be applied to the alerting
radio port of the Master Control Unit using a Motorola 2670 service monitor or
equivalent. The alerting response from the alerting system shall illuminate all colored
indicators and the audio distribution system shall activate the associated "All Call" zone
within the system.
Passed Did not Pass
Notes:
2. Data Activation Operation Verification.
Data sequences assigned to the fire station zones shall be applied to the Ethernet port
of the Master Control Unit using a computer equipped with the First -In command set.
The alerting response from the alerting system shall illuminate the colored indicators
associated with the zone alerted and audio distribution shall activate all areas associated
with the alerted zone.
Passed Did not Pass
Notes:
3. Doorbell Activation Operation Verification.
Activation of the doorbell switch shall initiate the doorbell sequence for the associated
doorbell zone within the system.
Passed Did not Pass
Notes:
4. Speaker Switch Operation Verification.
Upon manually switching the dial to the "off' position, the Speaker Switch shall terminate
the audio to the associated Satellight.
Passed Did not Pass
Notes:
The following representative witnessed the acceptance testing and attests that the System has
successfully passed all tests.
City of Miami Representative
Printed Name & Title
Date
Exhibit C-2
First -in Fire Dispatch Equipment Acceptance Test Procedure
This Acceptance Test Plan serves to demonstrate the operation of the Fire Dispatch Software
and Backup Systems. Upon successful completion of the following Acceptance Test Plan, the
Software and Backup Systems will be deemed operational and conditionally accepted by the
Customer. Acceptance testing of the Dispatch Equipment will commence after Westnet has
verified the Customer's CAD contains the proper alerting codes, and after Westnet has verified
that the proper network connection exists between Dispatch and the fire stations.
Data Activation Operation Verification
Data sequences sent from Customer's CAD/mainframe over the Customer's network
shall send alerts to the Customer's Fire Station Alerting Server (herein Alerting Server),
which, in turn, will activate the Master Control Unit and associated zones at the intended
fire station.
Passed Did not Pass
Notes:
2. Automatic Tone Activation Operation Verification
After disconnecting the network connection at a selected fire station, the data sequences
sent from Customer's CAD/mainframe over the Customer's network shall send alerts to
the Customer's Fire Station Alerting Server (herein Alerting Server). The Alerting Server
shall detect the lost network connection and then automatically activate the tone
sequences assigned to that fire station over the First -In Trunked Radio Interface
Controller System (Backup System). Upon receipt of the tone sequences, the Master
Control Unit shall activate all associated zones for that station.
Passed Did not Pass
Notes:
Manual Tone Activation Operation Verification
Using the Radio Interface Controller Alerting Units (keypads) to manually enter the
station number (station all -call) or specific companies within that station, the Radio
Interface Controller shall activate all associated zones for that station or company.
Notes:
Passed Did not Pass
- �w,— 24
The following representative witnessed the acceptance testing and attests that the Fire Dispatch
Equipment has successfully passed all tests.
City of Miami Representative
Printed Name & Title
25
Date