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Home My WebLink AboutExhibit 1NQ / F t• 1 ii .! June 2, 2011 Assistant Chief Stephen Gabriel City of Miami Fire Rescue Department 1151 NW 7th Street Miami, FL 33136 Dear Chief Gabriel: Westnet is pleased to provide you with a proposal to upgrade the software currently used to activate the First -In Fire Station Alerting Systems since 2005. 1. First -in Alerting & Notification System Platform (FiAPI - Uaarade Price $28,598.00 Westnet will provide the new First -in Alerting & Notification System Platform, which includes five (5) client licenses. This new FiAP will be used in conjunction with the "Miami Connector" program: List price is $57, 196.00. 2. FiAP Configuration. Testing and Training, Westnet will configure, test and ucloao' the new platform with the Miami Fire Rescue programming. $ 4,165.00 Westnet will provide WebEx end-user/train-the-trainer and technical training for the new platform., 3. "Miami Connector" Uaarade As part of the maintenance contract, Westnet will upgrade the "Miami Connector" program at no charge. 4. Second FiAP License for Redundant Operation The use of the FiAP is intended to be on a physical server. Use on a virtual environment has not been tested and performance cannot be guaranteed. Technical support to support virtual operation is not included in Westnet's proposal. No Charge $9,975.00 TOTAL PRICE $42,738.00 1 15542 Chemical Lane, Huntington Beach, CA, 92649 Phone (714) 548-3500 www.Firstln Alerting.com 6).<10,41il-vo 1 ei( r) AlCf re,. ' Ln This proposal does not include any hardware, on -site technical support, or upgrades to any other systems. Delivery is estimated to be eight (8) weeks upon receipt of order. Terms are 40% down. 50% upon delivery, and 10% upon acceptance. Thank you, Chief. • Dawn [Mat[eny Dawn Matheny 15542 Chemical Lane, Huntington Beach, CA, 92649 Phone (714) 548-3500 www.Firstln Alerting.com 16581 Burke Lane Huntington Beach, CA 92647 To: City of Miami Fire Depanmenl Assistant Chief Stephen Gabriel Miami FL Phone ; 305-960-4901 Fax : 305-400.5039 ( WESTNET, INC. Phone (800) 807-1700 wwv:.lirestationalerling.com Fax (714) 841-3008 Bid Quote Project: Station #3 Updated Fire Station Alerting System Material: Model/Part 1 FIN-ETH Description Ethernet Data Activated First -In MCU-Upgrade Ouotc Number: 101109-C Order Date: 6/1/2011 Shipping Method: 5 FOB: W estnet Terms: See Below Delivery Date: 90-120 Days ARO Qty Unit Price Ext. Price 1 $ 4,405.77 $ 4,405.77 SSAT-35C Satellighl Controller 24 $ 775.2E $ 18,606.82 SSAT Satellighl 0 $ $ SSAT35C-OS Satellite Controller With Outside Speaker 0 $ $ - SS -AST Smart Station Alerting Strobe - 4 Lights 0 $ - $ SS -OS Smart Station Outside Speaker. 0 $ $ SPC100028V Power Module w/On-Line UPS and 28v output 2 $ 1,741.21 $ 3,482.42 SDRM38V-Ski Dorm Remote - Surface Mount -Update 8 $ 675.30 $ 5,402.43 SDRM38V-FM Dorm Remote W/ Mounting Kit & Remote Ltg. i 0 $ - $ SCR26-24VC5 Control Remote (used with Smart Station) 0 $ - $ - SCR26-24VTX Control Remote (used with Comand System) 0 $ - $ - FINISO1P Radio Isolation Module - Single Channel 0 $ - $ FINISO4P Radio Isolation Module - Four Channel 1 $ 1,036.77 $ 1,036.77 DLSP Data Line Surge Protector 1 $ 239.84 S. 239.84 FIN-AUX01 First -In Auxiliary Module 1 $ 779.84 $ 779.84 S99LM 99 Line Module 0 $ - $ SPMT1 Station Paging Module 0 $ - $ SHPA150 . High Power Paging Audio Module (w/Speaker)-Up 2. . $ 1,731.24 $ . 3,462.48 SHPA150-D High Power Paging Audio Module (wTwo Speaker 0 $ $ SPHS Additional HPA Paging Horn Speaker 0 - $ $ SSMU16 Messenger Module - 1 line display 2 $ 948.30 $ 1,896.61 SSMU-J Jumbo Messenger Module - 4 Line Display 0 5 • - S. SSIL Silencer 0 $ - $ SS-DVCS Dynamic Volume Control Switch 0 5 - $ - SSPK - SW Smart Station Speaker Switch 0 $ $ SDBS Doorbell Switch Assembly 2 $ 400.30 $ 800.61 SSETS Emergency Button 0 $ $ SSTSW System Test Button 0 $ $ - SS-ABTTMR App Bay Turnout Timer 0 $ $ SSAKB Acknowledgement Button 0 $ - $ SSTTMR Smart Station Turnout Timer 0 $ - $ SACTXTLTG Active X-It Dahl Module - 2 - 7.5 Strips -1- Mod 0 $ - $ - SKL-0410 Knight Light System - 2 - 7.5 Strips -1- Mod 0 $ $ SSCI-10 Company Indicator 0 $ - $ SSVM-100 Video Messenger 0 $ $ - SSATKIT Satellighl Mounting Kit 24 ' ' $ 192.84 $ 4.528.09 FRMKIT5X19 MCU Rack Mount Kit 0 $ - $ - FRMtK)TDual NACU Dual Rack Mount Kit 0 $ - $ WN1825 UPS Mounting Bracket 2 $ 225.36 $ 450.71 SPC1000 On - Line UPS 0 $ - $ June 1, 2011 Pace 3 of 2 Smart Station Cabling Installation Supplies Permits / Bonds Computer Systems to Run Dispatch Soltware Labor: Hours Description On -Site Inspection, Certilicalion and Owner7raining (See Statement of Work) Grounding and Permit Drawing Work NOTES: Prepared Br: Dawn Matheny Terms are 40% down, 50% upon delivery, 10% upon acceptance. In the even) that saxes, other than sales tax apply to the purchase of this equipment, said taxes will be paid by the customer. IMPORTANT - Any equipment drawings included with this quote are for quoting purposes only and are not to be used as working drawings unless such drawings are labeled "Installation Drawings". Warranty is in Huntington Beach. See attached Limited Warranty. ALL TERMS TO BE DECIDED AND UPHELD UNDER UNITED STATES LAW. Frr5:E-1n Fir& St lion ,Alwrti5na S_ysiems,0. Page 2 of 41 9; 120.89 9 4,956.50 0 $ 0 1 $ 2,500.00 9 2,500.00 0 9: $ 1 $ 4,741.64 $ 4,741.64 $ 4,000.00 $ 4,000.00 Expense: 1 Travel Expense $ 4,093.47 2 Shipping and Handling Charges $ 1,800.00 Sales lax 0.000% $ TOTAL INSTALLED PRICE $ 69.084.00 :EN NOTE Quote is good for sixty days. Manufacturer's warranties apply on all parts_. First -In warranty is provided by W esinet and consists of one-year pans and labor. Warranty does not apply to damage resulting from outside agencies or extraneous circumstances. Installation labor for any other items is ninety days. This quote is based on the reasonable assumption that the fire station is prepared to accept the above listed parts and that any existing equipment invoived with the fire station alarm be in good working order or that it will be prior to commencement of the First -In installation . Wesinel has made reasonable attempts to verify that conditions are satisfactory such that installation may occur. However, should an occurrence arise where further parts, labor andior engineering are necessary, the job may be suspended until approval for the additional work is obtained from the customer. It payment is not'received by 30 (thirty) days from the date of invoice, a -late charge of 1.5% per.month of the unpaid balance will be charged to that particular invoice. Clarifications: - This proposal reflects those costs tor the described work which can be reasonably assumed from t• he information provided, the right is expressly reserved to make claim for those costs which could not be reasonably assumed and tor the extension of time that could result. This proposal is not valid if access for work required is covered up by other construction trades. This proposal excludes conduit system, if required. It is assumed that conduit has been provided by others to within eight feet of each device shown and box is provided at those device locations. All that is necessary to reach the device from the conduit system is included. This proposal is based upon the assumption that the installation of the conduit system, it required, is correct per conduit installation drawings issued by Masters & Associates. This proposal excludes conduit, it required, in the walls for devices. 11 is assumed that conduit, if required has been installed by others properly in accordance with installation drawings issued by Masters & Associates. 4 -f f Grin' This proposal is based upon issuance and updates Ii changed, of construction schedule which indicates sufficient scheduled time and proper sequencing tor the installation of this system. - This proposal excludes electrical circuits and devices required for certain system devices. It is assumed that these circuits and devices will be install correctly by other at locations shown on the installation by Masters & Associates. This proposal excludes permits costs and tees, union, federal or prevailing wages. 11 conduit is required by specifications conduit to be by others. Dorm Remotes require Iwo 3/4 " conduits and a Holtman # A-SE10XBX4 nema 1 box in the wall al each location. In exposed ceilings, 3/4" conduit and box to each device location. Door Bell Assembly, Smarl Station Speaker Switch, Emergency Test Switch, System Test Button and Acknowledgement Button require a deep single gang box and 3/4" conduit at each location. Power Modules require a deep single gang box with a 314 conduit and a 120 volt receptacle al each location. Messengers, Jumbo Messengers and First In MCU require a 120 volt receptacle at each location. Distribution end Installation 1601 Wallace Di. Ste. 120 Carrollton, 'Texas 75006 )469) 505-4900 (469) 566-4923 Fax Page 2 of 2 June 1, 2011 16581 Burke Lane Huntington Beach, CA 02647 To: Assistant Fire Chief Stephen Gabrie 1151 NW 7th Street Miami Florida, 33136 Phone : 305-960-4901 Project: Station 1 Alertinc System Material: WESTNET, INC. www.firesiationalerting.com Bid Ou.otee Fax r 305-400-5039 Muriel/Part r Description FIN-ETH Ethernet Data Activated First -In MCU SSA7-25C Satellighl Controller SSAT Satellighl SSAT35C-CS Satellite Controller With Outside Speaker SS -AST Smart Station Alerting Strobe - 2 Lights SS -OS Smart Station Outside Speaker SPC100028V - Power Modulew/On-Line UPS and 28v output SDRM3BVSM Dorm Remote - Surface Mount SDRM38V-FM Dorm Remote W/ Mounting Kit & Remote Ltg. SCR26-24VC5 Control Remote (used with Smart Station) SCR26-24VTX Control Remote (used with Comand System) FINISO1 P Radio Isolation Module - Single Channel FINISO4P Radio Isolation Module - Four Channel DLSP Data Line Surge Protector FIN-AUXO i First -In Auxiliary Module S99LM 99 Line Module SPMT1 Station Paging Module - SHPA150 High Power Paoing Audio Module (w/Speaker) SHPA150-D SPHS SSMU1E SSMU-J SSIL SS-DVCS SSPK - SW SDBS SSETS SSTSW SS-ABTTMR SSAKB SSTTMR SACTXTLTG SKL-0410 SSCI-10 SSVM-10D SSATKIT CADIC FRMKITDuaI W N 1 E25 SW-Exp-01 Phone (B00) 807-1700 Fax (714) 841-3008 Quote Number: Order Date: Shipping Method: FOB: Terms: Delivery Date: High Power Paoing Audio Module tw/Two Speaker Additional HPA Paging Horn Speaker Messenger Module - 1 line display Jumbo Messenger Module - 4 Line Display ,. Silencer Dynamic Volume Control Switch Smart Station Speaker Switch Doorbell Switch Assembly Emergency Switch System Test Button. App Bay Turnout Timer Acknowledgement Button Smart Station Turnout Timer Active X-II Light Module - 2 - 7.5 Strips -1- Mod Knight Light System - 2 Small Lights Company Indicator, Video Messenger Sateliight Mounting Kit Mufti -Station Dispatch Alerting Software MCU Dual Reel: Mount Kit UPS Mounting Bracket Expander Module for Emergency Buttons Qty 0 090810-B 6/2/2011 5 W estnel See Below 90-120 Days ARO Unit Price Ext. Price $ • $ 52 $ 540.87 $ 48,925.41 3 $ 558.14 $ 1,674.41 2 $ 1,018.63 $ 2,037.26 O $ - 5 0 $ - 3 15 6 1,798.56 $ 26,978.63 28 $ 1,279.34 $ 35,821.61 O $ $ -0 $ - 6 - O 5 - 0 O $ - $ O $ - 2 O 2 - $ O $ - 6 O $ - 2 - 1)' 6 $ 45'.1,913.65 $ 7,654.60 4 $ 2.293.65 $ 9,174.60 O $ $ O 6 - $ 0 $ 0 - O $ - $ 0 O $ 2 1 $ 488.14 $ 488.14 1 $ 488.14 5 488.14 O $ 5 - O ' $ - 2 - O 2 - 6 O $ $ O $ $ 2 $ 1,307.97 $ 2,615.94 O $ - $ O $ - $ 57 -. - $ 98.08 $ 5,590.45 O 6 $ O 6 5 O $ - 0 O $ - 5 June 2, 2011 Page 1 of 2 Smart Station Cabling Installation Supplies & Additional Labor Permit Fee 2 Position Computer System tor Dispatch Labor: Hours Description On -Site Inspection, Certification and Owner Training (See Statement of Work) On -Site Warranty & Technical Support NOTES: Prepared By: Dawn Malheny Terms are 40% dawn, 50% upon delivery, 1011 upon acceptance. In the event that taxes, other than sales tax apply to the purchase of this equipment, said taxes will be paid by the customer. IMPORTANT - Any equipment drawings included with this quote are for quoting purposes only and are not to be used as working drawings unless such drawings are labeled "Installation Drawings'. Warranty is in Huntington Beach. See attached Limited Warranty. ALL TERMS TO BE DECIDED AND UPHELD UNDER UNfTED STATES LAW. E'51- I ETA, r rrs.�-1n ,°ire Station A1er,Oac, °jy-sxer .ss Q, Page 2 of 2 97 Si 150.34 $ 14,583.34 $ 3,500.00 $ 3,500.00 $ 3,500.0D $ 3,500.00 0 $ - 0 1 $ 8,529.866 5 8,529.86 1 5 3,600.00 $ 3,300.00 Expense: 1 Travel Expense 10,795.02 2 Shipping and Handling Charges S 3,200.00 Sales Tax 0.000% S TOTAL INSTALLED PRICE S 189.157.40 NOTE Quoie is good for sixty days. Manufacturer's warranties apply on at pans. First -In warranty is provided by W estnet and consists of one-year parts and labor. Warranty does not apoiy to damage resulting from outside agencies or extraneous circumstances. Installation labor for any other items is ninety days. This quote is based on the reasonable assumption that the fire staiion is prepared to accept the above listed parts and foal any existing equipment involved with the fire station alarm be in good working order or that it will be prior to commencement of the First -In installation W esinet has made reasonable attempts to verity that conditions are satisfactory such that installation may occur. However, should an occurrence arise where further pans, labor andior engineering are necessary, the job may be suspended until approval for the additional work is obtained from the customer. 11 payment is not received by 30 (thirty) days from the date of.invoice, a late charge of 1.5% per month of the unpaid balance will be charged to that particular. invoice.. Clarifications: This proposal reflects those costs tor the described work which can be reasonably assumed from the information provided, the right is expressly reserved to make claim for those costs which could not be reasonably assumed and for the extension of time that could result. by Masters & Associates. This proposal excludes permits costs and lees, union, federal or prevailing wages. ;1ddOCUita Distribution and Installation 1601 Wallace Dr. Sle. 120 Carrollton, Texas 75006 (469) 566.4900 (469) 566-4923 Fax Page 2 of 2 1 June 2, 2011 SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AND WESTNET, INC. This Services Agreement ("Agreement") is made and entered into as of day of , 2011, by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City '1) and Westnet, Inc., a California corporation (hereinafter referred to as "Provider"). RECITALS WHEREAS, Resolution No. 00-605, adopted on July 20; 20-O:O4he City and Provider entered into a Service Agreement dated October 11, 2001, to procure Provider's First -In Fire Station Control System and Equipmnn 7ereinafter referred to as "System and Equipment") for installation and testing in one (1) City fire station Fire Station No. 3 (hereinafter referred to as the "Project'') for initial testing to enstik that pit meets all necessary requirements and expectations; and rovider's system is linked directly to the City's Computer Aided Dispatch (CAD) s stem and automatically notifies the Fire Stations ; avoiding any potential conunurucaliondelays, thus streamlining the method of deploying firefighters and apparatus and thereby shortening response tirne;,and WHEREAS, the er` 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 color coded lighting system, permitting safe passage to the response vehicle and audio announcenients.describing the dispatch; and WHEREAS, after successful implementation of the Provider's System and Equipment at the Project, the City acquired and installed the Provider's System and Equipment through the ;KO (7470 remaining City fire stations and authorized the City Manager to execute a Services Agreement (hereinafter referred to as "Agreement"),. pursuant. to Resolution No. 04-0631, adopted September 23, 2004:, and WHEREAS, the Agreement included an option for On -Site Maintenace and Toll -Free Technical Support (hereinafter referred to as "Total System Support"), but was not exercised by the City back upon the execution of the Agreement on January 21, 2005; and WHEREAS, pursuant to Resolution No. 09-0586, as amended, adopted December 17, 2009, the Miami City Commission authorized thes(d ;Manager to execute an amendment to the Agreement between the City and Provider, for<.To.tal System Support retroactively for years 2008 through 2011; and WHEREAS; the Agreement, amended to include Total System Support for years 2008 through 2011, will expire on December 31, 2011; and WHEREAS,;;n ari effort to; avoid interruption in service, the Department of Fire Rescue jcu s has negotiated a new Agreement with Total • System Support for years 2012 through 2016 • ;• as outlined in `Exhibit A"; and WHEREAS, the Department of..,Fire-Rescue is also in need of acquiring, from Provider, software upgrades and installation of additional components (hereinafter referred to as "Upgrades and Installations"), as outlined in "Exhibit B-1", "Exhibit B-2", and "Exhibit B-3"; and WHEREAS, the new Services Agreement with Total System Support will be inclusive of the items outlined in Exhibits B-1 through B-3; and WHEREAS, Resolution No. , adopted on , authorized the City Manager to enter into and execute a new Services Agreement with Total System Support, as 7 outlined in "Exhibit A", for years 2012 through 2016 and allowed the Department of Fire -Rescue to acquire Upgrades'and Installations as outlined in -Exhibits B-1 through B-3. 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. TERM: The term of this Agreement s11a17be for five (5) years from January 1, 2012 to . December 31, 2016 for the provision of Total System Support foiall City fire stations. 3. OPTION: The City shall liavefhe option tonegotiate the extension of the tern of this Service Agreement for Total System Stannort nlanitenance of System and Equipment, starting in 2017, for up to five (5) additional one (1 year peiio ject to'availability and appropriation . ..of funds. and City .Manager approval.. Should the term of this Service Agreement be extended. a separate Amearnent_shall be prepared and executeny the City and Provider. 4 SCOPE OF SERVICES: provider agrees ao provide the Services as specifically described and under the special terms and conditions:: set forth m "Exhibit A" attached hereto, which by this reference is incorporated into and made a part of this Age e menu Furthermore, Provider agrees to provide the Services specifically described in "Exhibits B 1 through B-3" attached hereto, which by this reference are incorporated and made a part of this Agreement. B. Provider represents and warrants to the City that Provider: (i) possesses all qualifications, licenses and expertise required to perform the Services described in Exhibits "A" to `B-3"; (ii) is and shall be, at all times during the term hereof, fully qualified and trained to perform the Services described in Exhibits "A" to "B-3"; and (iii) the Services will be performed in the manner described in Exhibits"A" to "B-3", and in any submittals approved by the City. >. COMPENSATION: A. The amount of compensation to the Provider for Total System Support shall be based on the rates described within "Exhibit A".. Payment to Provider shall be made in accordance with the payment terms described within "Exhibit A": However, the total amount of compensation to Provider for Total System Support shall not exceed $ 395,266.92. B. The amount of compensation to the Provider gforUpgrades and Installations shall be based on the amounts indicated within "Exhibit B-1", "Exhibit B-2" and "Exhrbtt;tB-3". Payment to Provider shall be made in accordance with the payment terms described within said Ealibits. However, the total amount of compensation to Provider foi Upgrades and Installations shall not exceed $300;979.40. i. The amount of co'iupensation to the Provider for additional services or equipment not covered under ` ` obit 6. CriVNERSHLP OF BOCUl4NTS "Exhibit B-3" shall not exceed $26,000. ,iiovideis understands and agrees that any information, document resort or anv other material whatsoever which is given by the City to Provider (which was not previous,l possessed by Provider or not otherwise in the public domain) is and shall at all tunes remain fhe property of the City. Provider agrees not to use any such infoiniation, document, report or v x ro a a material whrrll is the pi operty of City for any other purpose whatsoever- without the written consent the City, which may be withheld or l�onditioned 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 infgn ration prepared by Provider during the course of this Project. 4 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 plaoe 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 Ao -eement conform to the terms hereof and/or the t.. terns of the Solicitation Documents, if applicable Provider- shall make available to the City all reasonable facilities and assistance to facilitate the perfornarice of tests or inspections by C t' representatives. All test and inspections shall be subject to, an made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as it may eamended or supplemented, from time to time 8. • AWARD OP ACREE1Y EN:T, . - Provider represents and .warrants. to. the. City .that. it .has .not . employed or retained any person Ot companytemployed by the City to solicit or secure this Agreement and that it has not offered to pay paid, or agre,e, o,pay any person any fee, commission; percentage, brokerage fee; or gift of any kind contingents 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 Statutesand 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 l l 9, Florida Statutes, City agrees not to disclose any confidential and proprietary information and trade secrets 5 of Provider as more fully set forth in Attachment 1 entitled "Confidentiality Nondisclosure Agreement -attached hereto 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 Am-cernent 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 B" of "Exhibit A".. 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 1iei eunde:. 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 Cit7 in addition to a1 remedies available to it by law, may • immediately, upon written notice to -Provider, terminate this Agreement... If City terminates this . default by Provider,, Provider shall immediately refund to City all payments,, 170. Agreement ad\ ances, or other compensation paid by the City to Provider during the period of the default. Upon receipt of suc1 tipayment, Providepyvill remove and City agrees it will return to Provider all Equipment it installed or deliv redito the City pursuant to the terns hereof. B. If City fails to comply with any material term or condition of this Agreement, including without limitation, making at -required payments or timely approving any plans or specifcations, 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 6 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 (rr) apeiiod of sixty (60)•days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation ninety (90) days if City Manager's decision is subject to City Commission approval; or (iii) the City has waived compliance with the procedure set forth in this section by 'written instruments, signed by the City Manager. 14. TERTTATION RIGHTS: City shall have the right to te,r1Mhate4tlus.,4g7eement 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 eve.4 shall pay to Provider compensation for Services rendered and expenses incurred prior to the effective date of:-ternination as well as Equipment removal expenses and shipping charges. However, s c7 Vpayments by to Provider shall in no event exceed the amount of compensation provided in Sectronr;,entitled Compensation". City will return to Provider and allow Provider to remove all its Equipment installed or delrvei ed to the City pursuant to the terms hereof. B. City shall havelhe 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 shown in "Exhibit C". 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 7 and effect and providing that a written notice of cancellation or material change shall be provided to the City Risk Management Administrator in accordance with Policy revisions. 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 affo dWOitten 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 to satisfy the requirement of changed coverage within thii ty (�0)days following the City's written notice, this Contract shall be considered terminated on the date that the reguired change in policy coverage would otherwise take effect. 16. NONDISCRIMINA7Ic : 'Provider represents and warrants to the City that Provider does not and -will not engage in discl;iminatory practices and that there shall be no .discrimination in. cosmection rformance. under this Agreement on account of race, with Provider and Contractor ,s color, sex, religion, age; handicap"marital status or-Tnational 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. l 7. 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. ] 8. 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 8 personally delivered; or; if by mail; on the fifth day after -being posted or the date of actual receipt, whichever is earlier. TO CITY Johnny Martinez, P.E. Westnet,'Inc. City Manager City of Miami 444 S.W. 2Avenue, 10°i Floor Miami, Florida 33130 with copies to: Julie Bru City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 19. MISCELLANEOUS PROVISIONS. A. This Agreement and its Attachmentsallbe' cm strued and enforced according to the TO PROVER Dawn Matheny 16581 Burke Lane - Huntington Beach, California 92647 laws of the State of Florida. Venue for any legal action shall be in Miami -Dade. County, Florida in order to expedite the`concl ision of any action the parties aoi ee to waive their right to trail by July, their right to file p I.irnissrve counter claims, or to claim attorney's fees in any civil or administrative action between them arising fi=oni this agreement,' B. Tale wand paragraphilhe..adings are for convenient reference and are not a part of this Agreement. C. No waiver oi' 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 wrting. 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 9 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. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 2]. INDEPENDENT CONTRACTOR: Provider has been.^ i.ocured 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' {Corripensation insurance for any employee or agent of Provider rendering services to the City under this Agreement 22 CONTENGENCY CLAUSE .,, :.Sufficient funding for this Agreement is" contingent on the availability of funds and continued aut1f ization-1for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/oi _change in regulations. City may terminate the Agreement on the basis of this contingency clause pursua itto SeCt1o11 12.A. 23. REAFFIRMATION OF REP 'ESENlAT&TIONS: Provider. hereby .reaffirms all . of the representatroxis containin in the:Solicitation Docum ents, 24 zENTIPE AGREE1'3 ; NT: This instrument and its .Attachments constitute the sole and only agreement of-theparties 1elatvlg to the subject matter hereof and con-ectly 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 LISTAND 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. 26. 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 I and I] of the ADA (regarding nondiscrimination on the basis of disability) 10 and al] applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. LN 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. "City" ATTEST: Priscilla A. Thompson; City Clerk CITY OF MIAMI; a municipal corporation By: ;ohnny Martinez; P.E..; yManager APPROVED AS TO FOP -AND APPRO D AS TO NSURANCE CORRECTNESS: Julie Bru City Attorney REQUIREMEI\TTS : Calvin Ellis; Director Department of Risk Management "Provider" Westnet; Inc.; a California Corp. ATTEST: By: Print Name: Barbara Matheny Title: Corporate Secretary Title: President (Affix Corporate Seal) Print Name: Richard K. Matheny 11 "E1s EI/BJT A" TOTAL SYSTEM SUPPORT (Total System Support follow this cover oae) 12 N. City of Miami First -in Fire Station Aierting System On -Site Maintenance and Toil -Free Technical Support Statement of Work October 26, 2009 Change History Revision Number Revision Date Revision Author Section Changed and Description 1.0 10/26/09 Westnet Original document 1.5 10/28/09 Westnet Reduce annual increase price, clarify Cust. Responsibilities in #10, provide labor rate for excluded services, include typical response times, clarify software upgrades, and clarify shipping charges. 2.0 03/25/10 Westnet Reduce Year 2012 pricing; adjust Years 2013 through 2016 Table of Contents 1. Introduction 4 2. Assumptions 4 3. Project Deliverables 4 4. Services 4 5. Customer Responsibilities 5 6. Schedule 5 7. Pricc, 5 8. Payment Terms 6 9. Ownership of Data / Computer Software 6 10. Maintenance 6 11. Warranty 6 12. Taxes 6 13. Place of Performance 7 14. Termination .. 7 15. Entire Agreement 7 Attachment A — Party Responsibility Detail 8 Attachment A — Limitation of Liability 11 Attachment B - Westnet Limited Warranty 12 1. INTRODUCTION This document is submitted to serve as a mutually acceptable Statement of Work (SOW) between Westnet, Inc. and Miami City Fire Department (herein Customer). This SOW is intended to clarify purchased services to be provided herein. Functionality or services not identified within this SOW may, at the discretion of Westnet, be included at additional cost with appropriate revisions to the SOW. References to Westnet include subcontractors hired by Westnet to perform the on -site maintenance. 2. ASSUMPTIONS This SOW and corresponding pricing are based upon the following assumptions: 1. The Customer will complete all Customer Responsibilities enumerated in Attachment A. 2. This SOW reflects those costs for the described work that can be reasonably assumed from the information provided. Westnet expressly reserves the right to make claim for those costs that could not be reasonably assumed and for the extension of time that could result. 3. PROJECT DELIVERABLES There are no scheduled deliverables under this SOW. Should the Customer elect to purchase additional equipment or replacement equipment. for damaged or destroyed units, said equipment is referred to in this SOW as Deliverables. -4. SERVICES The proposed services include the functionality described below: 1. Westnet, Inc. will provide technical support, on -site maintenance, and 24/7 toll -free technical support on the units purchased under the Services Agreement between the City of Miami and Westnet dated January 21, 2005, as well as additional units purchased for Fire Stations 1, 3, 13 and the Fire Boat Station. 2. Remote system maintenance and monitoring. Westnet Systems Group will provide remote system maintenance; station diagnostic testing, and monitoring of reported trouble with integrated system operations. 3. Spare equipment and exchange service. Westnet will stock and provide customized "hot spares". Westnet will stock a Master Control Unit and voice -chips pre- programmed for Miami Fire Department. 4. One (1) voice -chip reprogramming change on maintained equipment per year. Additional voice -chip reprogramming is available at the Westnet's hourly rate for Maintenance Plan customers. Substantial programming changes that require an engineering upgrade are not included and will be quoted within thirty (30) days of the NET, fnci. Page 4ofl4 requested change. Examples of substantial programming changes are requests for programming that exceeds maximum capacities, changes to the way in which the alerts are processed, etc. 5. CUSTOMER RESPONSIBILITIES A. See the Assumptions section above. B. The Customer will be responsible for those items listed in Attachment A. Failure to provide or maintain items listed in Attachment A may result in cancellation of the Services. 6. SCHEDULE Westnet and the Customer will deterrnine a mutually agreeable schedule for completion of the Deliverables as described more fully in the Project Deliverables section of this SOW. 7. PRICE The price for work outlined in this SOW is valid for ninety (90) days from the date of this document. The price for implementing this SOW is as follows: Annual Maintenance Period On -Site Repair and Maintenance Toll -Free Technical Support Annual Cost Year 2012 .$65,759.40 $5,773.95 $71,533.35 Year 2013 $69,047.37 $6,062.65 $75,110.02 Year 2014 $72,499.74 $6,365.78 $78,865.52 Year 2015 $76,124.73 $6,684.07 $82,808.80 Year 2016 $79,930.96 $7,018.27 $86,949.23 Total 5 Year Option $363,362.20 $31,904.72 $395,266.92 8. PAYMENT OFF TERMS Payment for this SOW will be according to the following schedule: Payment Percentage or Term Payment Milestone Annual maintenance and technical support cost. Payable quarterly or annually in advance. Upgrades and replacement cost of any services or equipment not included under maintenance 40% down, balance upon completion. Payment is due within thirty (30) days from the date of invoice. Interest charges will be assessed at a rate of 1.5% per month, prorated on the basis of a thirty (30) day month will be assessed on delinquent payments. 9. OWNERSHIP OF SPARE EQUIPMENT/ DATA / COMPUTER SOFTWARE All spare equipment, computer software, hardware source -code and related deliverables (programs, data or program enhancements) shall be the property of Westnet, Inc. and, if applicable, shall be licensed.to the Customer pursuant to the Westnet Software License Agreement. 10. MAINTENANCE Customer shall be responsible for all on -site maintenance and repairs to all other Miami City systems. In the event that Customer elects to have Westnet, Inc. perform such maintenance or repairs, maintenance and repairs will be performed at prevailing rates plus expenses. 11. WARRANTY Nothing in this Agreement shall be construed as a Product warranty, or as a change or modification to the Westnet, Inc. Standard Limited Warranty that was originally supplied with the Product, which may or may not still be in effect. There is no warranty on the training services or technical support. 12. TAXES Unless otherwise specifically stated, prices are exclusive of all federal, state, or local sales, use, property, gross receipts, valued added or similar taxes based upon amounts payable to Westnet, Inc. pursuant to this SOW (herein taxes). If taxes are included in a Quote and there is an increase in the tax rate from the time of the quote to the payment of the invoice, the Customer will be responsible for the difference between the quoted tax rate and the actual amount due. ST i E Inc. Page 6of14 13. PLACE OF PERFORMANCE Place of performance is at Westnet for technical support, audio level -setting, and preliminary trouble -shooting: Customer agrees to provide appropriate work place accommodations, computer equipment, software and necessary fire station and dispatch access for Westnet personnel for all on -site work. 14. TERMINATION Westnet reserves the right to cancel this Agreement at any time, with or without cause, upon thirty (30) days written notice to the Customer. In such event, Westnet will refund the price for the Agreement reduced pro-rata based upon the amount of elapsed time the payment was made prior to the cancellation. 15. ENTIRE AGREEMENT The terms and conditions of this Statement of Work, the Westnet Limited Warranty, and Customer's purchase order constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, representations, statements, negotiations and undertakings are superseded hereby. No amendment or modification shall be binding unless made in writing and signed by an authorized representative of Westnet. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. W_ gE R Page 7 of 14 ATTACHMENT A Party Responsibility Detail City of Miami CUSTOMER RESPONSIBILITIES: 1. Provide and maintain an operating 24/7 VPN for the duration of the Agreement. The VPN shall allow VVestnet to connect to all fire stations that are equipped with the First -In Fire Station Alerting equipment. The VPN must be operating and tested with Westnet before the maintenance commences. 2. Ensure that the Westnet monitor computer in Dispatch has 24/7 access to the VPN and to all Customer fire stations. Customer will return the Westnet Monitor Computer to Westnet at the conclusion of the contract term. 3. Provide the make and model number of fire station radio that First -In will be connected to for the source of dispatch audio. If there are any connections to this radio other than the outside antenna and the power source, the Customer will provide a diagram showing the method of connection, connector pins used, signals obtained from the radio and signals sent to the radio by the fire station equipment. 4. Provide the name, 24-hour telephone number and position of responsible party that can be contacted about each station's radio communication, public address, CAD and network equipment. 5. Provide Westnet with code -access to the stations. 6. Provide the make•and•model number of fire station amplifier, type of connectors used•by • fire alerting input, input impedance and the necessary audio level to drive station amplifier. 7. Provide a description of station control circuits (i.e. lighting, door openers, gas shut-off) and the number of circuits to be controlled by the Control Remote. 8. Ensure that the Master Control Unit (MCU) at each station is at all times plugged into a properly operating on-line fulltime UPS. Westnet will exclude from this Agreement the repair of any equipment not properly connected to the UPS. 9. Ensure that the Master Control Unit (IVICU) at each station is at all times plugged into the First -In Radio Isolation Unit. Westnet will exclude from this Agreement the repair of any equipment not properly connected to the Radio Isolation Unit. 10. Ensure that the radio antenna, lightening arrestor and lightning protection equipment are at all times connected to the 5-ohm earth ground. 11.. Notify Westnet of any change in any equipment connected to the fire station alerting system. Page 8 of 14 12. Pay shipping costs and insurance of equipment being returned to Westnet. 13. To obtain service and repair for the Product, contact the Westnet Systems Group at 800- 843-9695. A Systems Group representative will assign a Case Number and provide diagnostic assistance. WESTNET RESPONSIBILITIES: 1. Provide 24/7 toll -free technical support and on -site maintenance (described in Section of the Statement of Work) for the units purchased under the Services Agreement between the City of Miami and Westnet dated January 21, 2005, as well as units purchased for Fire Stations 1, 3, 13 and the Fire Boat Station. 2. Average response times shall be as follows: Level I — Priority shall mean and refer to a hardware error that renders the entire system inoperable. Westnet will assign resources within the two hours. Westnet will continue to work on the problem until the problem is resolved. a Level II — Priority shall mean and refer to the detection of a hardware error for a system module which seriously impairs system operations, but does not render it "down." Westnet will assign resources within six (6) hours and continue to work on the problem until the problem is resolved. c Level 111— Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction within thirty (30) days. 3. Provide Westnet-owned spare equipment with Customer's programming. 4. Westnet will provide all parts and labor necessary to restore the Product to working order in accordance with factory specifications in effect at the time the Product was purchased. Westnet will repair or replace any malfunctioning component of the Product provided that the malfunction was not caused byan event excluded under this SOW. If Westnet elects to upgrade the Product rather than repair it, Westnet is under no obligation to upgrade other Products covered under this Agreement. 5. Provide Smart Station Unit software released upgrades. Requested upgrades will be an additional charge and are subject to the approval of Westnet. 6. Pay shipping costs and insurance of equipment back returned the Customer. 7. Westnet may subcontract the services provided under this Agreement. SERVICE EXCLUSIONS AND CONDITIONS: 1. This Agreement may in the sole opinion of Westnet exclude: a. Service made necessary by accident, misuse, abuse, neglect, water damage or improper maintenance; b. Replacement of missing parts, retrofits or upgrades. c. Installation, repair or replacement of other systems of which the Product may be a part; d. Services made necessary by any external cause, including fire, theft, acts of God, alteration, problems arising from software or hardware not supplied by Westnet, power failures, surges or shortages, lightning, damage caused by or repairs bypersons other than those authorized by Westnet to service the Product; e. Service on Product purchase under and/or used outside of the fifty (50) United States and the District of Columbia; f. Service oh Westnet products not specifically named in this Agreement; g. Service on third party products or service made necessary by use of incompatible or improperly operating third party products; h. Service of Product on which the Westnet or First -In label or logo, rating label or serial number have been defaced or removed; i. Modifications to the Product not approved in writing by Westnet. Should Westnet elect to provide replacement parts, a hardware or software upgrade, retrofit, or any other service excluded under this SOW, such an occurrence shall be considered a one-time event that is not within scope of this SOW and in no way is Westnet obligated to continue to provide, support or warranty that service. 2. If Customer or any Customer representative, employee or subcontractor authorizes Westnet to perform any services excluded under this SOW, Customer agrees to pay standard repair.fees for such work. The hourly rate for services not covered under this Agreement will be assessed at Westnet's published Time and Materials Rate. The Time and Materials Normal Business Day Rate at the time of this Agreement is $165.00 per hour. In no event will the Time and Materials Normal Business Day Rate exceed $250.00 per hour for years 2012 through 2016. 3. If a reported problem involves a technical support call or on -site visit and the problem is associated with systems connected to the alerting system (i.e. radio, network, CAD, public address), Westnet may charge the Customer for labor costs after three technical support calls or two•on-site calls if Westnet deems that the problem does not reside with the alerting system. 4 I(\iestnet may service Customer -replaceable parts, by way of new or remanufactured replacement parts.to Customer on an exchange basis. Upon receipt by the Customer of the replacement part, the original part becomes the property of Westnet, and shall be returned by Customer to Westnet or. a Westnet representative. Customer shall pay Westnet the full retail value of the replacement part if Westnet does not receive the original part within ten (10) days after Customer's receipt of the replacement part. Page l0 of 14 5. Any Westnet-owned spares provided under this SOW are the property of Westnet. Any damage to a Westnet spare is not covered under this SOW and Customer shall pay for the repair or replacement of the spare. LIMITATION OF LIABILITY: 1. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM LIABILITY OF WESTNET AND WESTNET'S SUBCONTRACTORS FOR DAMAGES RELATING TO THE SERVICES RENDERED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL MONIES PAID BY THE CUSTOMER FOR THE AGREEMENT. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF LEGAL ACTION. 2. REPAIR, REPLACEMENT, OR REFUND OF THE MAINTENANCE AGREEMENT PRICE, ARE THE CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT. WESTNET DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE NON -INFRINGEMENT OF THIRD INTELLECTUAL PROPERTY RIGHTS. SOME STATE LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE TERM OF THIS AGREEMENT. 3. TO THE MAXIMUM EXTENT PERI\IITTED BY LAW, WESTNET OR WESTNET'S SUBCONTRACTORS SHALL NOT BE LIABLE TO CUSTOMER FOR INDIRECT, SPECLAL, INCIDENTAL; OR CONSEQUENTIAtDAMAGES ARISING FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT, DELAY INT FURNISHING SERVICES, OR FAILURE TO FURNISH SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA OR SOFTWARE, LOSS OF USE OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF WESTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO N.OT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS . AND EXCLUSIONS MAY NOT APPLY TO THE CUSTOMER. THIS AGREEMENT GIVES THE CUSTOMER SPECIFIC LEGAL RIGHTS, AND THE CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. Page 11 of 14 ATTACHMENT B WEST ET, INC. STANDARD LIMITED WARRANTY 1. Westnet, Inc. ("Westnet') is providing its "Limited Warranty" covering the First -In products, parts, components and system being purchased by Customer under this Agreement (collectively, the "Products") as set forth in this Paragraph 1. 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 or a subcontractor of Westnet, from the date of installation. If Westnet or a subcontractor of 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, water, 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 V/estnet•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. Er Inc. Page 12 of 14 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 MIERCHANTABILITY, 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 1\4AKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF 1A1ESTNET 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. LIMETS 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 CONSEQUEITTIAL 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 LT WESTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) W TLL 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 LII\4ITED TO: LOSS OF PROFITS, SAVINGS OR REVENUE; LOSS OF -USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMEI\TT; 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 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, V\iestnet 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 mayoffset 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. Page 13 of 14 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 (hut 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. GOVERNING LAW. This Agreement will be governed by the Commonwealth of Virginia, 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. 6. SEVERAEILITY. 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. Page 14 of 14 "EXH HIT B-1" UPGRADES AND INSTALLATIONS (SOFTWARE UPGRADES) (Un2*rades and Installations — Software UnRrades follow this cover navel 13 "EXHIBIT B-2" UPGRADES AND INSTALLATIONS (FIRE STATION NO. 3) (Ungrades and Installations — Fire Station No. 3 follow this cover nape) 14 "EX_HIBJT B-3" UPGRADES AND INSTALLATIONS (FIRE STATION NO. 1) (lip2-rades and Installations — Fire Station No. 1 follow this cover na(Ye) 15 "EXHIBIT C" INSURANCE. REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liabiii Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required S1,000,000 ;$ 2,000,000 _000,000 0.00,000 City of Miami included as an Additional Insured Contingent & Contactual Liability Premises and Operations Liability Primary Insurance Clause: "` II. Business Automobile Liabiii A. Ei d is of Liability Bon: 'Injury an Property Damage Liability B. Combined Sing le L7rrut Owned/Sch duled Autos Including ied,Borrowe'd ord on -Owned H-Owned Autos Any One Accident. $ 1,000,000 Endorsements Requi e3 City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 16 V. Professional Liability/Errors and Omissions Coverage (If Applicable) Combined Single Limit Each Claim General Aggregate Limit 51,000,000 $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State ofFlorida, with the following qualifications, shall issue all insurance policies required above_ The company must be rated no less than V" as to Financial Strength, by the latest editionoest's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, of irts equivalent. All policies and /or as to mnagement, and no less than "Class r certificates of insuancerare subject to review and verification by Risk Management prior to insurance approval. 17 "ATTACHMENT CHMENT I" CONFIDENTIALITY NON -DISCLOSURE STATEMENT (Confidentiality Non -Disclosure Statement follow this cover nave) 18