HomeMy WebLinkAboutexhibitSERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI AND WESTNET, INC.
This Services Agreement ("Agreement") is made and entered into as of day of
, 2004 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, Resolution No. 00-604, adopted on July 20, 2000, the City and Provider
entered into a Service Agreement dated October 11, 2001, to procure Provider's First -In Fire
Station Control System and equipment ("System and Equipment") for installation and testing in
one (1) 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,
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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 desire 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:
TERMS
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 (I) year from the date hereof or until there
is successful implementation and a fully operational System and Equipment throughout the re�' a i iig --
City fire stations.
3. OPTION TO EXTEND: There is no need to extend these services once fulfilled.
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.
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C. Although none are known at this time, the City agrees to at its own cost and expense to
make facility repairs necessary to complete the project.
5. COMPENSATION:
A. The amount of compensation to the Provider shall be based on the rates and schedules
described in "Attachment 1", for the total amount guaranteed amount not to exceed $1,065,536.65 with a
contingency reserve of $159,830.50, for a total compensation amount not to exceed $1,225,367.15. The
City shall have no liability pay or reimburse any amount in excess of the guaranteed maximums, which
are authorized by the City for eligible services furnished by Provider.
B. Payment shall be made within thirty (30) days after receipt of Provider's proper invoice.
The terms shall be 40% down, 50% upon delivery of the hardware, 50% of the installation upon
completion of installation, 10% upon successful completion of all Acceptance Test Procedures.
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:
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 is principal place of business for a period of
three (3) years after final payment is made under this Agreement.
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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 t 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 I8.55.2 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, City agrees not to disclose any confidential and proprietary information and
trade secrets of Provider as more fully set forth in the Confidentiality Nondisclosure Agreement, attached
hereto as "Attachment 2" and incorporated herein by reference.
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.
11. LIMITED WARRANTY AND INDEMNIFICATION: The Limited Warranty of Provider is
attached hereto as "Attachment 3" and incorporated herein by reference.
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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. 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 (90 days if City Manager's decision is subject to City Commission approval); or (iii) the
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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, such payments by City to Provider shall in no event exceed the Project Price. 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 I2.A.
15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance
coverage as may be required by the City 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 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.
If, in the judgment of the City Risk Management Administrator, prevailing conditions warrant the
provision by Provider of additional liability insurance coverage or coverage which is different in kind, the
City reserves the right to require the provision by Provider of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in requirements thirty
(30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse
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to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice,
this Contract shall be considered terminated on the date that the required change in policy coverage would
otherwise take effect.
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.
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
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personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt,
whichever is earlier.
TO CITY TO PROVIDER
Joe Arriola
City Manager
City of Miami
444 SW. 2"1 Avenue, 10t Floor
Miami, Florida 33130
Westnet, Inc.
Dawn Matheny
16581 Burke Lane
Huntington Beach, California 92647
20. MISCELLANEOUS PROVISIONS:
A. This Agreement and its Attachments shall be construed and enforced according to the
laws of the State of Florida. Venue in any 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 trail by jury, their right to
file permissive counterclaims, 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.
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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 Paragraph 11.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.
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 WTINESS 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.
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"City"
CITY OF MIAMI, a municipal
corporation
ATTEST:
By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
"Provider"
ATTEST: Westnet, Inc., a California Corp.
Print Name:
Title: Corporate Secretary
(Affix Corporate Seal}
By:
Print Name:
Title: President
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
JORGE L. FERNANDEZ
CITY ATTORNEY
Dania F. Carrillo
Administrator
Risk Management Division
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STATEMENT OF WORK FOR PROVIDER AND CONTRACTOR
"Attachment 1"
(Statement of Work for Provider and Contractor document follows this cover page)
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Attachment 1
WESTNET , INC
STATEMENT OF WORK
FIRST -IN® FIRE STATION ALERTING EQUIPMENT
For
City 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-Inm 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-Int 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 Ingallatlon Responsibilities:
1,2.2,1 installation of the cat 5 cabling, terminations and testing of the cable plant. AGC will
install'/." EMT conduit and 1900 boxes in open areas, wiring supports per NFPA 70,
install the required 115V, 20A duplex receptacles, run 3#12 in '/" 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.
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Westnet, Inc,
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 Cuetomer:
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 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.E Provide adequate space for the MCU, one Power Module and UPS. The space for
these three devices must not be more than six (6) feet 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.
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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.
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 fist 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 th'e 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.
3.6 Telephone Services: Payment for services and coordination involving the connection of any
telephone lines to the Stations and Dispatch shalt 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.
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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 Taxes and Permit Fees: No local or Florida state sales, use or other taxes are included in the
project pricing; any applicable taxes are the financial responsibility of the Customer. Permit
fees, other than building permit fees referred to in Exhibit A-3, are not included in the pricing of
this project; any other applicable permit fees are the financial responsibility of the Customer.
3.13 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 maintenance and toll -free
telephone technical support. The annual costs for extended for the Total System Support are
enumerated in Exhibit A-6.
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.
6
Rev. 001108-04
Miami SOW •
Westnet, Inc.
EXHIBITS
Table of Contents
Exhibit A-1
Exhibit A-2
Exhibit A-3
Exhibit A-4
Exhibit A-5
Exhibit A-6
Exhibit B-1
Exhibit B-2
Exhibit B-3
Exhibit B-4
Exhibit C-1
Exhibit C-2
Project Cost Summary
Fire Station Alerting Equipment Cost Detail by Station
Fire Station Alerting Equipment Installation Cost Detail by Station
Fire Dispatch Equipment and Installation Costs
Project Support Costs
System Support Options Cost
Delivery Verification Form: Fire Station Alerting Equipment
Delivery Verification Form: Fire Dispatch Equipment
Installation Verification Form: Fire Station Alerting Equipment
Installation Verification Form: Fire Dispatch Equipment
Fire Station Alerting Equipment Acceptance Test Procedure
Fire Dispatch Equipment Acceptance Test Procedure
7
•
Rev, 001/ 08-04
Miami SOW
Westnet, Inc.
Exhibit A-1
Protect Cost Summary
Fire Station Alerting Equipment
Fire Station Alerting Equipment Installation
Fire Dispatch Equipment & Software
Project Support Costs
$ 600,281.40
$ 328,280.25
$ 49, 995.00
$ 87,000,00
Total Protect Investment $1,065,536.85
8
Rev. 001/ 08.04
Miami SOW
Weitnet, Inc.
Exhibit A-2
Fire Station Alerting Equipment Cost Detail by Station
Description by Station
Price _
# 1
#2
# 4
# 5
# 6
# 7
# 8
# 1-8 Total Units
Satellight Mounting Kit
$44.01
0
30
33
30
33
37
32
195
Outside Satellight
$583.00
0
1
0
0
1
2
1
5
Radio Isolation Unit
$653.24
1
1
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
.559.95
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
12
14
12
72
On -Line UPS
.$753.85
1
0
0
0
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
$5,247.00
$8,492.12
$84,243.11
$356.00
Outside Satellight
5
1
0
2
1
0
0
9
Radio Isolation Unit
7
1
1
1
1
1
1
13
Satellight
118
17
15
11
36
0
0
197
Outside Speaker
1
0
0
0
3
0
0
4
Speaker Switch
1
0
0
0
0_
0
0
1
$289,99
Dorm Remote
112
18
11
8
18
0
0
167
$156,721.15
$14,340.00
$27,120.00
$2,850.10
Single Speaker HPA
8
0
1
1
2
0
0
12
Dual Speaker HPA
9
2
3
0
2
0
0
16
Doorbell
6
1
1
1
1
0
0
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
$5,707.00
Station Paging Module
7
1
1 _
1
1
1
1
13
Data Surge Suppressor
7
1
1
1
1
1
1
13
$779.35
Power Module w1UPS
36
6
5
4
10
0
0
61
$93,661.84
$68,397,72
$2,261.55
Satellight Controller
72
11
9
6
16
0
0
114
On -Line UPS
1
0
0
0
0
1
1
3
UPS Mounting Kit
32
5
4
3
9
1
1
55
$4,428.80
$600,281.40
Station Totals
1031
9
•
Rev. 001/ 08-04
Miami SOW
Westnet, Inc,
Exhibit A-3
Fire Station Alerting Equipment Installation Cost Detail by Station
Station
1
2
4
5
6
7
8
9
10
11
12
13
14
Installation
$2,800.00
$24,357.00
$38, 975.00
$41, 250.00
$24,357.00
$31, 000.00
$22,606.25
$25,938.00
$20, 825.00
$14,307.00
$35, 845.00
$2,800.00
$2,800.00
Totals , $287,860.25
Drawings
$225.00
$1,750.00
$1,750.00
$1,750.00
$1,750.00
$2,250.00
$1,750.00
$1,750.00
$1,750.00
$1, 300, 00
$2, 500.00
$225.00
$225.00
$18, 975.00
Permit Labor Costs
$380
$1,125.00
$1,125.00
$1,125.00
$1,125.00
$1,125, 00
$1,125.00
$1,125.00
$1,125.00
$1,125.00
$1,125.00
$380
$380
$12, 390.00
10
City Permit Fees
$95.00
$750.00
$875.00
$750.00
$875.00
$1,125.00
$750.00
$750.00
$750.00
$625.00
$1,500.00
$95.00
$95.00
$9,035.00
Total Labor
$3, 500.00
$27, 982.00
$42,725,00
$44,875.00
$28,107.00
$35,500.00
$28,231.25
$29, 563,00
$24,450.00
$17, 357.00
$40,970.00
$33500.00
$3,500.00
$328,260.25
Rev. 001/ 08-04
Miami SOW
Westnet, Inc.
Exhibit A-4
Fire Dispatch Equipment and Installation Costs
First -In Trunked Radio Interface Controller System
Complete Version of First -in CAD Interface Software
Total!
11
$ 14,995.00
$ 35,000.00
$ 49,995.00
Rev. 001/ 08-04
Miami SOW
Westnet, Ina.
Exhibit A-5
Project Support Costs
Upgrade to Station 3 Master Control Unit Incident Types $ 500.00
Toll -Free Telephone Technical Support — Two Years $ 9,500.00
Project Management — Thirteen Fire Stations $ 18,975.00
On -Site Training $ 8,500.00
System Maintenance (requires VPN access) $ 51,525.00
12
Total $ 87,000,00
Rev. 001/ 0844
MIarrnl SOW
Westnet, Inc.
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
$ 16,724.00
13 . Rev, 001/ 08-04
• Miami SOW
Westnet, Inc.
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
Date
(For partial deliveries, the following form will be used.)
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
14
Rev. 001/ 08-04
Miami SOW
Westnet, Inc.
Exhibit B-2
Delivery 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 Date
Printed Name & Title
15 Rev. 001/ 08-04
• Miami SOW
Westnet, Inc.
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:
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 is that which is listed in Exhibit A-2.
City of Miami Representative Date
Printed Name & Title
16
Rev, 001108-04
Miami SOW
Westnet, Inc.
Exhibit B-4
Installation Verification Form
First-1n 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
17 Rev. 001/ 08-04
Miami SOW
Westnet, Inc.
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.
1. 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.
Notes:
Passed Did not Pass
The tone sequence assigned to the "All Cali" 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.
Notes:
Passed Did not Pass
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:
18
Rev, 001! 08-04
Miami SOW
Westnet, Inc.
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 Date
Printed Name & Title
19
Rev. 001108.04
Miami SOW
Westnet, Inc.
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.
1. 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:
3. 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.
Passed Did not Pass
Notes:
20
Rev. 001/ 08-04
Mlarni SOW
West net, Inc.
The following representative witnessed the acceptance testing and attests that the Fire Dispatch
Equipment has successfully passed all tests.
City of Miami Representative Date
Printed Name & Title
21 -,
•
Rev. 001/08-04
Miami SOW
Weatnet, Inc.
CONFIDENTIALITY NONDISCLOSURE AGREEMENT
"Attachment 2"
(Confidentiality Nondisclosure Agreement document follows this cover page)
Page 12of14
CONFIDENTIALITY Non -DISCLOSURE AGREEMENT
This Confidentiality Non -Disclosure Agreement ("Agreement) is between The
City of Miami (hereinafter referred to as RECIPIENT) and Westnet, Inc. of 16572 Burke
Lane, Huntington Beach, California, 92647 (herein owNER).
WHEREAS, OWNER has developed a method and apparatus for microprocessor
control of fire station alarms and other fire station systems (hereinafter referred to as FIRE
STATION CONTROL SYSTEM) and RECIPIENT has expressed an interest in receiving
information concerning the FIRE STATION CONTROL SYSTEM to determine its suitability for
possible use in conjunction with a Dispatch Apparatus of RECIPIENT; and
WHEREAS, OWNER considers certain information concerning the FIRE STATION
CONTROL SYSTEM to be proprietary whether embodied in written or oral form or the
design or construction of the FIRE STATION CONTROL SYSTEM and not limited to drawings,
data, hardware, software, specifications, design instructions, installation and operational
instructions, memoranda, patent application(s), working models and embodiments (herein
referred, to INFORMATION); and
WHEREAS, OWNER is willing to disclose some portion of the INFORMATION to
RECIPIENT and its agents and employees to determine RECIPIENT'S interests therein and to
otherwise operate the FIRE STATION CONTROL SYSTEM installed in Recipient's
place of business.
Now THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto have agreed and hereby agree as follows:
. OWNER hereby grants RECIPIENT the right to examine some or all of said
INFORMATION solely for the Iimited purpose herein described. All information and
knowledge concerning the FIRE STATION CONTROL SYSTEM that is obtained or Learned
by RECIPIENT as a result of study, analysis or reverse engineering of a prototype,
working model or model offered for sale of the FIRE STATION CONTROL SYSTEM shall
be considered part of the INFORMATION covered by this Agreement, regardless of
whether such INFORMATION is obvious or not patented.
2. RECIPIENT wilt not use, disclose, publish or reproduce in whole in part any of the
INFORMATION which OWNER provides concerning the FIRE STATION CONTROL SYSTEM
and will maintain such INFORMATION in strict confidence, unless disclosure to others
is permitted by a subsequent written Agreement between the parties.
•
Westnet ConlidentiwlltyDiecloeurelrree092004
3. RECIPIENT will disclose the INFORMATION only to its employees and agents who are
required to have the INFORMATION in order to evaluate and/or operate the FIRE
STATION CONTROL SYSTEM. RECIPIENT warrants that prior to . receipt of the
INFORMATION, each person will be subject to an obligation to keep confidential and
not use any of such INFORMATION and will agree to the terms hereof. RECIPIENT will
provide OWNER with a copy hereof with the name of each person affixed.
4. RECIPIENT will return all of the physical embodiments of the INFORMATION, i.e.
drawings, tables, charts, reports, memoranda, working models, patent application(s)
or embodiments, et cetera, which OWNER may provide to RECIPIENT promptly after
RECIPIENT'S evaluation of the FIRE STATION CONTROL SYSTEM or upon OWNER'S
request for such materials, whichever is earlier.
5. No license or right under any patent, invention, or INFORMATION which OWNER now
holds, or hereinafter obtains, is granted or implied by this Agreement or by the
disclosure of the INFORMATION and none of the information which OWNER provides to
. RECIPIENT or anything herein, shall constitute a representative, warranty, assurance,
guarantee, or inducement with regard to the infringement of patents or other rights of
third parties.
6. In the event of disclosure by RECIPIENT or its officers or principals (in the event
RECIPIENT is a corporation) in breach of this Agreement, RECIPIENT and its officers or
principals shall be liable to OWNER, jointly and severally, for any and all damages
cause OWNER by such breach.
7. In the event that RECIPIENT or any properly designated receiver conceives any
invention or improvement as a result of receiving INFORMATION, such invention shall
be assigned to OWNER
8. Nothing stated in this Agreement shall preclude RECIPIENT, its agents and employees,
from using, disclosing, publishing or reproducing, in full or in part, any INFORMATION
which is disclosed in an issued patent that has expired or was known to, or in use by
RECIPIENT, its agents and employees at the time of the disclosure as evidenced by a
written document dated prior to date of this Agreement.
9. RECIPIENT will not disclose the INFORMATION to any other municipality or state
agency or parent company or any other associated, affiliated or subsidiary company
of such parent company without OWNER'S prior written permission.
10. RECIPIENT will not develop and will not sell a system having the circuits, software or
features of OWNER' S FIRE STATION CONTROL SYSTEM without first receiving OWNER'S
Westn.l CanfldentlalltyDllsloaureA4reea820434
2
written permission to do so. OWNER'S permission may be withheld in OWNER'S absolute
discretion, or may be conditioned on a payment of a royalty or other compensation to
OWNER, in such amount as OWNER determines. In the event that RECIPIENT does sell or
offers to sell a system having circuits, software or features of OWNER'S FIRE STATION
CONTROL SYSTEM and does so without first receiving OWNER'S written permission to do
so, a presumptions shall arise that such system is copied from OWNER in violation of this
Agreement. RECIPIENT shall thereafter have the burden of proving otherwise in the event
that any litigation based thereon and brought by OWNER or in behalf of OWNER.
11. RECIPIENT hereby designates the following individuals, and only the following
individuals, and only the following individuals, as receivers in whole or in party of
the INFORMATION which OWNER provides concerning the FIRE STATION CONTROL
SYSTEM::
12. This Agreement will be governed by the laws of the State of Florida., excluding their
conflicts of laws principles. The United Nations Convention of Contracts for the
International Sale of Goods is hereby excluded in its entirety from application to this
Agreement.
Signature Signature
Typed Name Typed Name
Signature Signature
Typed Name Typed Name
Signature Signature
Typed Name Typed Name
Westnet CanftdenlialltyDiscloeureAgree082004
3
In witness whereof the parties hereto have executed this Confidentiality Non -Disclosure
Agreement on the dates hereinafter indicated.
Richard K. Matheny, President Dated
WESTNET(OwNER)
Typed Name:
Title:
Typed Name of (REcIP!ENT)
Dated
watnet Caolidtnda111yDiuloeu eAgreeo8aooq
4
LIMITED WARRANTY AND INDEMNIFICATION
"Attachment 3"
(Limited Warranty and Indemnification follow this cover page)
-s
Page 13of14
WESTNET, INC. LIMITED WARRANTY
1. Westnet, Inc. ("Westnet') is providing its "Limited Warranty" covering the First -In
products, parts, components and system being purchased by The City of Miami ("Customer")
under this Agreement (collectively, the "Products" and individually the "Product") as set forth in
this Paragraph I.
A. Westnet warrants exclusively to Customer that each Product sold hereunder will be free
from defects in material and workmanship for a period of one (1) year from the date of delivery
of the Product to Customer or, if installation is performed by Westnet, from the date of
installation. If Westnet performs the installation, such installation service will be deemed to be
part of the Product for purposes of this Limited Warranty and Westnet's liabilities under this
Agreement. Any parts and cabling used in the installation of a Product are not covered by this
Limited Warranty unless Westnet (and not Customer or a third party installation company)
performs the complete installation. Any Product claimed by Customer to violate this Limited
Warranty must be returned to Westnet's designated service center at the expense of Customer,
provided that Westnet will first be given the opportunity, at its option and expense, to inspect the
Product in its installed location and may elect to waive such return. Westnet will perform all
warranty work at its service location only and not at the Customer's location,. unless Westnet
agrees, in its' sole discretion, to undertake the warranty work at Customer's location. Westnet's
sole obligation and Customer's exclusive remedy for any breach of this Limited Warranty will be
the repair or replacement, at Westnet's option, of the defective Product. Any replacement or
repaired Product will be covered by this Limited Warranty only for the remainder of the original
warranty period. Any replacement or repaired Product may be made with new or reconditioned
components and will be shipped to Customer at the expense of Westnet. Any replaced Product
becomes the property of Westnet. If Westnet determines that such repair or replacement is not
economical or feasible or such remedy fails of its essential purpose, Customer's exclusive
alternate remedy and Westnet's sole obligation for any breach of this Limited Warranty will be
the return to Customer of the purchase price paid to Westnet for the Product, provided Customer
has returned the Product to Westnet.
B. This Limited Warranty applies only if Westnet's testing and examination of the Product
discloses that the alleged defect or malfunction of the Product exists and was not caused by
Customer's or any third person's misuse, negligence, improper installation or testing, or
unauthorized attempts to open, repair or modify the Product, or by accident, fire, lightening,
power cuts or outages, power or telephone line transients, other hazards, or acts of God, or by
any other cause beyond the range of intended use in accordance with the Product's normal usage
and Westnet's published instructions. This Limited Warranty will apply only if Customer
notifies Westnet of the defect in writing not more than one (1) year after its delivery to
Customer. This Limited Warranty does not cover physical damage to the surface of the Product
after its delivery to Customer, including cracks or scratches on the LCD or outside casing. This
Limited Warranty does not apply when the malfunction results from the use of this Product in
conjunction with other products, or ancillary or peripheral equipment, and Westnet determines
there is no fault with the Product itself. This Limited Warranty does not apply to any defect or
malfunction of the Product due to any communications software or device Customer may use
with the Product. Customer will promptly inspect all Products delivered to it. Any claim against
Westnet under this Limited Warranty or otherwise for damages to or defects in the delivered
Products that are observable in a reasonable visual inspection will be deemed waived unless the
claim is made in writing to Westnet within thirty (30) days after such delivery.
C. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND WESTNET'S
STATUTORY WARRANTY OF GOOD TITLE, WESTNET MAKES NO WARRANTIES OR
REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
REGARDING THE PRODUCTS COVERED HEREBY, INCLUDING (WITHOUT
LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH
DESCRIPTION, OR (SUBJECT TO PARAGRAPH 4) NONINFRINGEMENT OF PATENTS
OR OTHER PROPRIETARY RIGHTS. NO EMPLOYEE, AGENT OR REPRESENTATIVE
OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY
ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT
SPECIFICALLY STATED HEREIN. WESTNET NEITHER ASSUMES NOR AUTHORIZES
ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION
WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE PRODUCTS.
2. LIMITS ON LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPHS 1
AND 4, IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR
CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL
THEORY, (A) WILL WESTNET BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES OR COST OF COVER ARISING OUT OF
CUSTOMER'S SELECTION, ORDERING, PURCHASE, USE, RESALE OR
DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF
WESTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B)
WILL WESTNET'S TOTAL LIABILITY TO CUSTOMER AND ANY THIRD PARTIES
WITH RESPECT TO ANY SPECIFIC PRODUCT AND ANY RELATED SERVICES
EXCEED THE PURCHASE PRICE TO WESTNET FOR THAT PRODUCT AND SUCH
SERVICES. SUCH DAMAGES THAT WESTNET WILL NOT BE LIABLE FOR
INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS OR REVENUE;
LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF
CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR
SERVICES; DOWNTIME; AND, EXCEPT AS PROVIDED IN PARAGRAPH 4, THE
CLAIMS OF THIRD PARTIES INCLUDING CUSTOMER'S EMPLOYEES OR AGENTS
AND ANY PERSONS TO WHOM CUSTOMER PROVIDES SERVICES.
3. FORCE MAJEURE, SHORTAGES AND OFFSETS. Westnet will not be liable for
loss or damage of any kind resulting from any delay in delivery or failure to supply ordered
Products or otherwise carry out its obligations under this Agreement due to causes beyond its
reasonable control, and no such event will relieve Customer of its obligations to make payments
for other deliveries made when due under this Agreement. Such causes may include, but shall
not be limited to, acts of God, the elements, acts or omissions of Customer, carriers, suppliers to
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Westnet{Limited Warranty)o82o04
Westnet or civil or military authorities, fires, labor disputes and other inabilities of Westnet to
obtain necessary labor, materials or supplies from usual sources. If temporarily excused from
performance under this Agreement by any such circumstances, Westnet shall resume its
performance as soon as is reasonably feasible. Westnet reserves the right, in its sole judgment
and without liability to Customer, reasonably to allocate its available production capacity and
Product inventories as may be necessary or equitable in the event of any shortages of production
capacity or Products at any time. Westnet may offset against any amounts owed by Westnet to
Customer under this Agreement or otherwise any credits or amounts that are owed by Customer
to Westnet under this Agreement or otherwise.
4. INFRINGEMENT. Westnet agrees to defend Customer against, and pay any damages
awarded against Customer and direct expenses, including attorneys' fees, reasonably incurred by
Customer (but excluding any lost revenues, lost profits or other consequential economic damages
of Customer) as a result of, any action brought against Customer, if and to the extent the action is
based on a valid claim that any Product delivered to Customer under this Agreement infringes
another person's patent, copyright, trade secret or trademark. Westnet's obligations under this
paragraph will be conditioned upon Customer promptly notifying Westnet in writing of the
existence of any such action, giving Westnet full authority to conduct the defense and settlement
of the action, at Westnet's expense and with counsel of Westnet's selection, and cooperating fully
with Westnet and such counsel. If any Product becomes, or in Westnet's opinion is likely to
become, the subject of an action for such infringement, Westnet may procure for Customer the
right to continue using the Product or replace or modify it to make it noninfringing, provided
such replacement or modification does not affect the performance or value of the Product to
Customer in a materially adverse manner. Alternatively, Westnet may return to Customer the
purchase price paid to Westnet for such Product and Customer shall return the Product to
Westnet at Westnet's expense. Westnet will not have liability for, and Customer will defend
Westnet against, and pay any damages awarded against Westnet and direct expenses, including
attorneys' fees, reasonably incurred by Westnet (but excluding any lost revenues, lost profits or
other consequential economic damages of Westnet) as a result of, any action is brought against
Customer or Westnet, if and to the extent that the action is based on a valid claim that Westnet's
compliance with Customer's design or specifications for a Product or Customer's use or
combination of the Product with any material or process not acquired from Westnet (if the
infringement would not have resulted from use of the Product without such material or process)
infringes another person's patent, copyright, trade secret or trademark. The foregoing states
Westnet's entire liability with respect to any infringement of patents, copyrights, trade secrets,
trademarks or other proprietary rights relating to the Products.
5. INDEMNIFICATION. Subject to Paragraphs 1 and 4, Customer agrees to indemnify,
defend and hold harmless Westnet against and from any claims, damages, losses, expenses and
liabilities incurred by Westnet as a result of acts or omissions of Customer and its affiliates,
employees or subcontractors or in connection with Customer's installation or use of a Product or
its other activities. This indemnification provision shall be subject to Florida statute Section
1768.28
6. GOVERNING LAW. This Agreement will be governed by the laws of the State of
Florida., excluding their conflicts of laws principles. The United Nations Convention of
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Westnet(Limited Warranty)082004
Contracts for the International Sale of Goods is hereby excluded in its entirety from application
to this Agreement.
7. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition
or unenforceability without invalidating any other provisions of this Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
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Weatnet(1.irnited Warranty)o82004
"Attachment 4"
Insurance Requirements
(Certificate of Insurance follows this cover page)
Page 14of14