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HomeMy WebLinkAboutWestnet ContractCrystal Report Viewer Page 1 of 3 City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 11-00848 Enactment #: R-11-0403 Version: 1 Type: Resolution Introduced: 9/9/11 Status: Passed Enactment Date: 10/13/11 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS), AFFIRMATIVE VOTE, PURSUANT TO SECTION 18-92(A)(1) AND (3) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING AND CONFIRMING THE CITY MANAGER'S FINDING OF A SOLE SOURCE; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING PROCEDURES AND APPROVING THE PURCHASE, FROM WESTNET, INC., OF COMPONENTS TO THE ALERTING SYSTEM OF FIRE STATION NO. 1 AND UPGRADES TO THE SOFTWARE AND ALERTING SYSTEM FOR OTHER FIRE STATIONS, FOR A TOTAL AMOUNT OF $326,979.40; ALLOCATING FUNDS FROM ACCOUNT CODE (PTAEO): P:40-B-72806, T:05, A:1105, E: EQUIPMENT, 0: 181000; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH WESTNET, INC., FOR THE PROVISION OF ON -SITE MAINTENANCE AND TOLL -FREE TECHNICAL SUPPORT FOR THE ALERTING SYSTEM OF ALL CITY OF MIAMI FIRE -STATIONS, FOR A TOTAL OF FIVE (5) YEARS, PAYABLE IN ANNUAL INSTALLMENTS, IN A TOTAL AMOUNT FOR ALL FIVE (5) YEARS NOT TO EXCEED $395,266.92, ALLOCATING FUNDS FROM ACCOUNT CODE: 00001.186000.546000.0000.00000; FURTHER AUTHORIZING THE CITY MANAGER TO EXTEND THE TERM OF THE AGREEMENT FOR AN ADDITIONAL FIVE (5) ONE (1) YEAR PERIODS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER AUTHORIZING A REPAIR CONTINGENCY AMOUNT NOT TO EXCEED $10,000 PER YEAR, FOR FIVE (5) YEARS, EFFECTIVE THROUGH DECEMBER 31, 2016, TO BE UTILIZED BY THE DEPARTMENT OF FIRE -RESCUE WITHOUT FURTHER CITY COMMISSION APPROVAL FOR REPAIR SERVICES ON AN AS -NEEDED BASIS, ALLOCATING FUNDS FOR THE FIRST YEAR, FROM ACCOUNT CODE (PTAEO): P:40-B-72806, T:05, A:1105, E: EQUIPMENT, 0: 181000 AND AUTHORIZING THE ALLOCATION OF FUNDS FOR THE REMAINING FOUR (4) YEARS, FROM THE VARIOUS SOURCES OF FUNDS OF THE DEPARTMENT OF FIRE -RESCUE SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. 'WHEREAS, pursuant to Resolution No. 00-605, adopted July 20, 2000, the City of Miami ("City") entered into a Service Agreement ("Agreement") with Westnet, Inc., the sole source provider, dated October 11, 2001, for the acquisition and installation of a First -In. Fire Station Alerting System ("Alerting System") to be installed at Fire Station No. 3 for initial testing; and http://egov.ci.miami.fl.us/LegistarWeb/temp/rep5C50,html 6/4/2014 Crystal Report Viewer Page 2 of 3 WHEREAS, Westnet's Alerting System is linked directly to the City's Computer Aided Dispatch (CAD) System, which automatically notifies the fire station, purging any potential communication delays, streamlining the method of deploying firefighters and apparatus and shortening response time; and WHEREAS, as a result, the Alerting System proved to minimize emergency response time and enhanced the firefighter's 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; and WHEREAS, the City, after the successful implementation of the Alerting System located at Fire Station No. 3, acquired and installed the Alerting System, throughout the remaining City fire stations, in an amount not to exceed $1,065,536.65, from Westnet, Inc., and further authorized the City Manager to execute an Agreement pursuant to Resolution No. 04-0631, adopted September 23, 2004; and WHEREAS, the subject Agreement included the option for On -Site Maintenace and Toll -Free Technical Support ("Total System Support") in an additional amount of $248,905, as outlined in "Exhibit A-6" of the Agreement, but was not exercised by the City upon contract execution on January 21, 2005; and WHEREAS, the City eventually utilized the Total System Support for years 2008 and 2009 without compensation to Westnet, Inc.; and WHEREAS, during the City Commission meeting of December 17, 2009, the Department of Fire -Rescue ("Fire -Rescue") presented to the City Commission a Resolution to authorize the City Manager to execute an amendment to the Agreement between the City and Westnet, Inc., for Total System Support retroactively for years 2008 through 2011, as outlined in Exhibit A-6 of the Agreement, in amount not to exceed $248,905 with Westnet, Inc., and further requested the approval of a separate Total System Support, for an additional five (5) years (years 2012 through 2016) in the total amount not to exceed $416,229.23; and WHEREAS, pursuant to Resolution No. 09-0586, adopted December 17, 2009, the City Commission only authorized the City Manager to execute an amendment to the Agreement between the City and Westnet, Inc., for Total System Support retroactively for years 2008 through 2011, as outlined in Exhibit A-6 of the Agreement, in an amount not to exceed $248,905 with Westnet, Inc.; and WHEREAS, the City Commission requested that Fire -Rescue further negotiate the Total System Support for the additional five (5) years (years 2012 through 2016) to obtain pricing closer to the Total System Support for years 2008 through 2011; and WHEREAS, Fire -Rescue has further negotiated the Total System Support for the next five (5) years (years 2012 through 2016) to bring an additional five -percent (5%) in savings; and WHEREAS, Fire -Rescue is now also in need of acquiring, from Westnet, Inc., the following additional goods/services: 1) upgrades to the software currently used to activate the Alerting System for all City fire stations, 2) upgrades to the Alerting System of Fire Station No. 3 and 3) purchase and installation of components to the Alerting System of Fire Station No. 1; and WHEREAS, pursuant to Section 18-92(a) (1) and (3) of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer has adopted a fmding that Westnet, Inc., is the sole source provider of repair and maintenance to the First -In Fire Station Alerting System to include the purchase of software upgrades and purchase and installation of additional components; and WHEREAS, the findings of the Chief Procurement Officer have been approved and adopted as the finding of the City Manager; and WHEREAS, the City Manager and the Chief Procurement Officer recommend that the requirements for competitive formal sealed bids be waived and that the procurement of upgrades to the software currently used to activate the Alerting System for all fire stations, upgrades to the Alerting System of Fire Station No. 3, the purchase and. installation of components to the Alerting System of Fire Station No. 1, and a new five (5) year Agreement for Total System Support from http://egov.ci.miami.fl.us/LegistarWeb/temp/rep5C50.html 6/4/2014 Crystal Report Viewer Page 3 of 3 Westnet, Inc., as the sole source provider, be approved; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths), affirmative vote, pursuant to Section 18-92(a) (1) and (3) of the Code of the City of Miami, Florida, as amended ("City Code), after an advertised public hearing, the City Manager's finding of a sole source, is ratified, approved and confirmed, the requirements for competitive sealed bidding procedures are waived, and the procurement, from Westnet, Inc., for the following goods and services is hereby approved: • Upgrades to the software currently used to activate the First -In Fire Station Alerting System for all City fire stations, in an amount not to exceed $42,738 (as shown in "Attachment No. 1") • Upgrades to the First -In Fire Station Alerting System of Fire Station No. 3, in an amount not to exceed $69,084 (as shown in "Attachment No. 2") • Purchase and installation of components to the First -In Fire Station Alerting System of Fire Station No. 1, in an amount not to exceed $189,157.40 (as shown in "Attachment No. 3"), The amount for all upgrades and installation of components will not exceed $300,979.40, with a contingency reserve of $26,000, for a total amount of $326,979.40, with funds allocated from Account Code (PTAEO): P:40-B-72806, T:05, A:1105, E: Equipment, 0:181000. Section 3. The purchase of Total System Support, for a total of five (5) years, payable in annual installments, with year one (1) totaling $71,533.35, year two (2) totaling $75,110.02, year three (3) totaling $78,865.52, year four (4) totaling $82,808.80, and year five (5) totaling $86,949.23, in a total amount for all five (5) years not to exceed $395,266.92, with funds allocated from Account Code 00001.186000.546000.0000.00000, is approved. Section 4. A repair contingency reserve in an amount not to exceed $10,000 per year, for five (5) years, for a total repair contingency of $50,000, effective January 1, 2012 through December 31, 2016, to be utilized by Fire -Rescue without further City Commission approval for repair services (not maintenance), which are not covered under the Services Agreement ("Agreement") for Total System Support, allocating funds for the first year from Account Code (PTAEO): P:40-B-72806, T:05, A:1105, E: EQUIPMENT, 0: 181000 with the allocation of funds for the remaining four (4) years, from the various sources of funds of Fire -Rescue, subject to the availability of funds and budgetary approval at the time of need, is authorized. Section 5. The City Manager is authorized {1 } to execute an Agreement, in substantially the attached form, with Westnet, Inc., for Total System Support of the First -In Fire Station Alerting System of all City fire stations. Section 6. The City Manager is further authorized {1} to extend the term of the Agreement for an additional five (5), one (1) year periods. Section 7. This Resolution shall become effective immediately upon its adoptionand signature of the Mayor. {2} http://egov.ci.miami.fl.us/LegistarWeb/temp/rep5C50.htnil 6/4/2014 SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AN]) WESTNET, INC. This Services Agreement ("Agreement") is made, and entered into as of 20 clay of December , 2011 , 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. 00-605, 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 (hereinafter i efeired to as "Systein 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 ensure that. it meets all necessary requirements and. expectations; and WHEREAS, Provider's system is linked directly to the City's Computer Aided Dispatch (CAD) system and automatically notifies the Fire Stations , avoiding any potential communication delays, thus streamlining the method of deploying firefighters and apparatus and thereby shortening response time; 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 color coded lighting system, permitting safe passage to the response vehicle and audio announcements 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 1 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 the City Manager to execute an amendment to the Agreement between the City and Provider, for Total 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, in an effort to avoid interruption in service, the Department of Fire Rescue 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. 11-0403, adopted on October 13, 2011, authorized the City Manager to enter into and execute a new Services Agreement with Total System Support, as 2 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, TIIEREFORE, 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 five (5) years from January 1, 2012 to December 31, 2016 for the provision of Total System Support for all City fire stations. 3. OPTION: The City shall have the option to negotiate the extension of the term of this Service Agreement for Total System Support maintenance of System and Equipment, starting in 2017, for up to five (5) additional one (1) year periods, subject to availability and appropriation of funds and City Manager approval. Should the term of this Service Agreement be extended, a separate Amendment shall be prepared and executed by the City and Provider. 4. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described and under the special terms and conditions set forth in "Exhibit A" attached hereto, which by this reference is incorporated into and made a part of this Agreement. 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 3 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. 5. 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 for Upgrades and Installations shall be based on the amounts indicated within "Exhibit B-1", "Exhibit B-2" and "Exhibit B-3". Payment to Provider shall be made in accordance with the payment terms described within said Exhibits. However, the total amount of compensation to Provider for Upgrades and Installations shall not exceed $300,979.40. i. The amount of compensation to the Provider for additional services or equipment not covered under "Exhibit B-2" and "Exhibit B-3" shall not exceed $26,000. 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. 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 princrpal place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All test and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as it may be amended or supplemented, from time to time 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to the City's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to the City's contracts subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement: by the City. Notwithstanding the foregoing or anything else in this Agreement to the contrary, subject to the provisions of Florida law, including, but limited to Chapter 119, Florida Statutes, City agrees not to disclose any confidential and proprietary information and trade secrets of Provider as more fully set forth in Attachment 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 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 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 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 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 (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 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. 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 amount of compensation provided in Section 5 entitled "Compensation". City will return to Provider and allow Provider to remove all its Equipment installed or delivered to the City pursuant to the terms hereof. B. City shall have the right to terminate this Agreement upon the occurrence of an event of default as provided .in Paragraph 12.A. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as 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 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 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 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. 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. 17. 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. 18. 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 clay 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 TO PROVIDER Johnny Martinez, P.E. Westnet, Inc. City Manager City of Miami 444 S.W. 2" Avenue, 10' Floor Miami, Florida 33130 with copies to: Julie Bru City Attorney City of Miami 444 S.W. lid Avenue, Suite 945 Miami, Florida 33130 Dawn Matheny 15542 Chemical Lane Huntington Beach, California 9264q 19. MISCELLANEOUS PROVISIONS: A. This Agreement and its Attachments shall be construed and enforced according to the laws of the State of Florida. Venue for any legal action shall be in Miami -Dade County, Florida in order to expedite the conclusion of any action the parties agree to waive their right to 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 please 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. 21. 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. 22. CONTINGENCY CLAUSE: Sufficient funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of 'funds, reduction of funds and/or change in regulations. City may terminate the Agreement on the basis of this contingency clause pursuant to Section 12.A. 23. REAFFIRMATION OF REPRESENATATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 24. 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. 25. 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. 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 II of the ADA (regarding nondiscrimination on the basis of disability) 10 and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" ATTEST: Priscilla A. Thompson, City _li Y_ Jerk APPROVED AS TO FORM AND CORRECTNESS: Julie Bru. 't to City Attorney . AT 1bST: I Print Name: Barbara 14-at Math iv Title: Corporate Secretary (Affix Corporate Seal) CITY OF MIAMI, a municipal corporation By: J•� y Mart C Manager l/1/ APPROVED AS TORN US RANCE REQUIREMENTS/7 I Calvin Ellis, I ire'ctor I epartment apl'f,Risk Management "Provider" Westnet, Inc., a California Corp. By: tint Nam : Richard K. Title: President "EXHIBIT A" TOTAL SYSTEM SUPPORT (Total System Support follow this cover page) 12 0 City. of Miami First n .Fire Station Alerting System On Site ahitenance and Toil -Free Technical Support Statement of Work • October 26, 2009 ,•r Si Inc. Page 1 of 14 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 Oust. 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 • Inca Page 2 of 14 0 . Table of Content's 1. Introduction 4 2., Assumptions 4 3. Project Deliverables 4 4, Services 4 5. Customer Re'sponsibllities 5 6. Schedule:... ...:.:. ..: 5 7. Price 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 Inc. Page 3 of 14 ?, INTRODUCTION Th`s 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, Bald 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 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 determine 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 $7. 8,865.52 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 SIN A Inca Page 5 of 14 8. PAYMENT OF TERMS Payment for this SOW will be according to the following schedule: Payment Milestone Annual maintenance and technical support cost•. Payment Percentage or Term 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 repalrs,•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. Page 6 of 14 <� o 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 -rats 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. • Page 7 of 14 0 ATTACHMENT A Party Responsibility Detail City of Miami CUSTOMER.RESPONSIEILITIES: 1. Provide and maintain an operating 24/7 VPN for the duration of the Agreement. The VPN shall allow Westnet 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 af•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 fulitime 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 (MCU) 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. 1b. 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, 0 Page 8 of 14 0 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. • 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. • Level Ill — Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction within thirty (30) days. 3. Provide Westnet-awned spare' equipment With' Custbilier's prograrrirning. 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 by an event excluded under this SOW, If Westnet elects to upgrade•the Product rather than repaint, 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. w r Page 9 of 14 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 by persons 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 on 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. j. 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 performany'sehilces'eXcluded'underthis SOW; Custorrier'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, Westnet 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. Snit' n Inc, Page 1.0 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 TIIE 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 MAYBE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE TERM OF THIS AGREEMENT. 3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WESTNET OR WESTNET'S SUBCONTRACTORS SHALL NOT BE LIABLE TO CUSTOMER FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE SERVICES PROVIDED UNDER THIS AGREEMENT,DELAY IN 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 NOT 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. STapt'`:,El; Inc. Page 11 of 14 ATTACHMENT B WESTNET, 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 -byWestnet 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 mists 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 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. 71; 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 TIES 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 WI;STNET 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 LIIVIITED•TO:'LO.SS' OF PROFITS, SAVINGS OR REVENUE; LOSS'OF USE OP 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 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. Eir, Inc. Page 13 of 14 r� 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 hot 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 er 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. 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. S'?E; Inca Page 14 of 14 "EXHIBIT B-1" UPGRADES AND INSTALLATIONS (SOFTWARE UPGRADES) (Upgrades and Installations — Software Upgrades follow this cover page) 13 wurNEr 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 (FiAP) .. Upgrade Price $28,598.00 Westnet will provide the new First -In Alerting & Notification System Platform, which includes five (5) client licenses. This new FLAP 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 upload the new platform with the Miami Fire Rescue programming. Westnet will provide WebEx end-user/train-the-trainer and technical training for the new platform. 3. "Miami Connector" Upgrade 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 RAP 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. $ 4,165.00 No Charge $9,975.00 TOTAL PRICE $42,738.00 15542 Chemical Lane, Huntington Beach, CA, 92649 Phone (714) 548-3500 www.Firstln Alerting.com wEsntafr 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 1atlieny Dawn Matheny 2 15542 Chemical Lane, Huntington Beach, CA, 92649 Phone (714) 548-3500 www.Firstin Alerting.com "EXHIBIT B-2" UPGRADES AND INSTALLATIONS (FIRE STATION NO. 31 (Upgrades and Installations —Fire Station No. 3 follow this cover page) 14 16551 Burke Lane WESTNET, INC. Huntington Beach, CA 92547 To: City of Miami Fire Department www,ftrestali onalerti ng,conn Bid Quote Assistant Chief Stephen Gabriel Miami FL Phone I 305.960-4901 Pax k 305-400.5039 Project: Station 03 Updated Fire Station Alerting System Phone (800) 507.1700 Pax (714) 841-3008 Quote Number; 101109-C Order Date: 6/1/2011 Shipping Method: 5 FO13: Westnet Terms: See Below Delivery Date: 90-120 Days ARO Material: Ivfodel/Part11 Description Qty Unit Price Ext. Price FIN-ETH Ethernet Data Activated First -In MCU-Upgrade 1 $ 4,405.77 $ 4,405.77 SSAT-25C Satellight Controller 24 $ 775,28 $ 18,606.82 SSAT Satelllght 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 $ - $ SPC100026V Power Module w/On-Line UPS and 28v output 2 $ 1,741.21 $ 3,482.42 SDRM38V-SM Dorm Remain- Surface Mount -Update 8 $ 675.30 $ 5,402.43 SDRM38V-FM Dorm Remote W/ Mounting Kit & Remote Ltg. 0 $ $ SCR26-24VC5 Control Remote (used with Smart Station) 0 $ $ SCR2a-24VTX Control Remote (used with Comand System) 0 $ - $ FiNISOIP Radio isolation Module Single Channel 0 $ $ FINISO4P Radio Isolation Module - Four Channel 1 $ 1,038.77 $ 1,036.77 OLSP Data Line Surge Protector 1 $ 239.84 $ 239.84 FIN-AUX01 First -in Auxiliary Module 1 $ 779.84 $ 779.84 S99LM 99 Line Module 0 $ $ SPMT1 Station Paging Maduie 0 $ - $ SHPA150 High Power Paging Audio Module (w/Speaker)-Up 2 $ 1,731.24 $ 3,462.48 SHPA150-D High Power Paging Audio Module (wlTwo Speaker 0 $ - $ SPHS Additional HPA Paging Horn Speaker 0 $ $ SSMU18 Messenger Module -1 line display 2 $ 948.30 $ SSMU-J Jumbo Messenger Module - 4 Line Display 0 $ $ SOIL Silencer 0 $ $ SS-DVCS Dynamic Volume Control Switch 0 $ $ 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 AppBay Turnout Timer 0 $ $ SSAKS Acknowledgement Button 0 $ - $ SSTTMR Smart Station Turnout Timer 0 $ $ SACTXTLTG Active X-It Light Module - 2.7,5 Strips -1- Mad 0 $ $ SKL-0410 Knight Light System - 2 - 7.5 Strips -I- Mod 0 $ $ SSCI.10 Company indicator 0 $ $ SSVM-100 Video Messenger 0 $ $ SEATHIT Satelllght Mounting Kit 24 $ 192.84 $ 4,628.09 FRMKIT5X19 MCU Rack Mount Kit 0 $ $ FRMKiTDuai MCU Dual Rack Mount Kit 0 $ $ WN1025 UPS Mounting Bracket 2 $ 225.36 $ 450.71 SPC1000 On -Una UPS 0 $ $ June 1, 2011 1,896.61 1'age'L of 2 Page 2 of 2 Smart Station Cabling 41 $ 120,89 $ 4,956.50 Installation Supplies 0 $ - $ Permits I Bonds 1 $ 2,500.00 $ 2,500.00 Computer Systems is Run Dispatch Software 0 $ $ Labor: }fours Description On -Site inspection, Certification and Owner Training (See Statement of Work) 1 $ 4,741.64 $ 4,741.64 Grounding end Permit Drawing Work 1 $ 4,000.00 $ 4,000.00 NOTES: Prepured➢fn Dawn Matheny Expense: Terms are 40% down, 58% upon delivery, 1tl / 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 far quoting purposes only and are not to be used as working drawings unless such drawings are labeled "Installation Drawings". Warranty is in Huntington Beach. Sae attached Limited Warranty.- --- ALL TERMS TO BE DECIDED AND UPHELD UNDER UNITED STATES LAW. 1 Travel Expanse $ 4,093.47 2 Shipping and Handling Charges $ 1,800.00 Sales Tax 0.000% $ TOTAL INSTALLED PRICE $ 69,084,00 NOTE Quote is good for sixty days. Manufacturer's warranties apply on all parts. First -In warranty Is provided by Wesinet and consists of one-year parts and labor. Warranty does not apply to damage resulting from outside agencies or extraneous circumstances. Installation labor far 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 Involved with the ire station alarm be in good working order or that it will be prior la commencement of the First.ln Installation . Westnet has made reasonable attempts to verily that conditions are satisfactory such that Installation may occur. However, should an occurrence arise where further parts, labor and/or engineering are necessary, the job may be suspended until approval for the additional work is obtained from the customer. If payment is not received by30 (thirty) days from the date of invoice, a tate charge of 1.5% per month of the unpaid balance will be charged to that particular invoice. Clarifications: This proposal reflects those costs for 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, Auk VA tea Alao (ti(GL 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, If required, is correct per conduit installation drawings issued by Masters & Associates, This proposal excludes conduit, If required, In the walls for devices. It is assumed that conduit, if required has been Installed by others properly in accordance with installation drawings issued by Masters & Associates, This proposal Is based upon issuance and updates it changed, of construction schedule winch Indicates sufficient scheduled time and proper sequencing for 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 fees, union, federal or prevailing wages. If conduit is required by specifications conduit to be by others, Dorm Remotes require two 3/4 " conduits and a Hoffman ti A•SE10XsX4 ❑enla 1 box In the well at each location. In exposed ceilings, 3/4" conduit end box to each device location. Door Bell Assembly, Smart 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 3/4 conduit and a 120 volt receptacle at each location. Messengers, ,lunibo Messengers and First In MCU require a 120 volt receptacle at each location. elslrinurlon and Installallon 1001 Wallace Or, elo, 920 Cnrrolllon, Tons 70000 Oast 5004000 BM 500-•1e22 Far Page 2 of 2 June 1, 2011 "EXHIBIT B-3" UPGRADES AND INSTALLATIONS (FIRE STATION NO.1) (Upgrades and Installations —Fire Station No. 1 follow this cover pagel 15 16581Burke Lane WESTNET, INC. Huntington Beach, CA.92647 ww W.11 rest a iionat erli n g. c om Phone (800) 807-1700 Fax (714) 841-3008 To: Assistant Flre Chief Stephen Debris B i d Quote Quote Number: 090810-B 1151 NW 7th Street Order Date: 6/2/2011 Miami Shipping Method: 5 Florida, 33136 FOB: Westnet Phone I 305.960-4901 Nix d 305-400-5039 Terms: See Below Delivery Date: 90-120 Days Project: Station 1 Alerting System ARO Materiel: Ivfodel/Part0 Description Qty Unit Price Iixt.Price FIN-ETH Ethernet Data Activated First -In MCU 0 $ - $ - SSAT-35C Satelltghl Controller 52 $ 940.87 $ 48,925.41 SSAT Satelltghl 3 $ 558.14 $ 1,674.41 SSAT35C•OS. Satellite Controller With Outside Speaker 2 $ 1,018.63 $ 2,037.26 SS -AST Smart Station Alerting Strobe - 2 Lights 0 $ - $ SS -OS Smart Mallon Outside Speaker 0 $ • $ SPC100028V Power Module wlOn-Line UPS and 28v output 15 $ 1,798.58 $ 26,978.63 SDRM38V-SM Dorm Remote - Surface Mount 28 $ 1,279.34 $ 35,821.61 SDRM38V-FM Dorm Remote W/ Mounting Kit & Remote Ltg. 0 $ $ SCR26.24VC5 Control Remote (used with Smart Station) 0 $ $ SCR26-24VTX Control Remote (used with Comand System) 0 $ - $ FINISOiP Radio Isolation Module- Single Channel 0 $ $ FINISO4P Radio Isolation Module - Four Channel 0 $ $ DLSP Data Line Surge Protector 0 $ - $ FIN-AUX01 First -In Auxiliary Module 0 $ - $ S99LM 99 Line Module 0 $ $ SPMT1 Station Paging Module 0 $ $ SHPA150 High Power Paging Audio Module (w/Speaker) 4 $ 1,913,65 $ 7,654.60 SHPA150-D High Power Paging Audio Module (w/Two Speaker 4 $ 2,293.65 $ 9,174.60 SPHS Additional HPA Paging Hewn Speaker 0 $ $ SSMU16 Messenger Module -1 tine display 0 $ $ SSMU-J Jumbo Messenger Module - 4 Line Display 0 $ $ SSIL Silencer 0 $ $ SS-DVCS Dynamic Volume Control Switch 0 $ $ SSPK - SW Smart Station Speaker Switch 0 $ $ SOBS Doorbell Switch Assembly 1 $ 466.14 $ 488.14 SSETS Emergency Switch I $ 488.14 $ 488.14 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-II Light Module - 2 - 7.5 Strips -1- Mad 0 $ - $ SKL-0410 Knight Light System - 2 Small Lights 2 $ 1,307,97 $ 2,615.94 SSCl-10 Company indicator 0 $ $ SSVM-100 Video Messenger 0 $ $ SSATKIT Salellighl Mounting Kit 57 $ 98.08 $ 5,590.45 CADiC Multi -Station Dispatch Alerting Software 0 $ $ FRMKITDuai MCU Dual Rack Mount Kit 0 $ - $ - WN1a25 UPS Mounting Bracket 0 $ • $ SW-Exp-01 Expander Module for Emergency Buttons 0 $ $ June 2, 2611 Page 1of2. Page 2 of 2 Smart Station Cabling 97 $ 150.34 $ 14,553.34 Installation Supplies & Additional Labor 1 $ 3,500.00 $ 3,500.00 Permit Fee 1 $ 3,500.00 $ 3,500.00 2 Postllon Computer System for Dispatch 0 $ - $ Labor: Hours Description On -Silo Inspection, Certification and Owner Training (See Statement of Work) 1 $ 8,520.86 $ 8,529,96 On -Site Warranty & Technical Support 1 $ 3,600.00 $ 3,600.00 NOTES: Prepared Sly: Dawn Matheny Expense: Terms are 40% clown, 50% upon delivery, 10% upon acceptance. in the event that taxes, other than sales lax apply to the purchase of thle 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, ALLTERMSTO BE DECIDED AND UPHELD UNDER UNITED STATES LAW, i?esi-.I;n Dirty SCwfipn ¢11prting' .$ymkemsm, 1 Travel Expense $ 10,795.02 2 Shipping and Handling Charges $ 3,200.00 Sales Tax 0.000% $ TOTAL INSTALLED PRICE $ 189,157.40 -Dr NE CO rm NOTE Quote is goad for sixty days. Manufacturer's warranties apply on all parts. First -in warranty is provided by Westnet and consists of one-year parts and labor. Warranty does not apply to damage resulting from outside agencies or extraneous circumstances. Installation labor far any other items is ninety days. This quota Is based on the reasonable assumption that the fire station is prepared to accept the above listed parts and that any existing equipment involved with the fire station alarm be In goad working order or that it will be prior to commencement of the First -in installation , Weslnet has made reasonable attempts to verify that conditions are satisfactory such that installation may occur. However, should an occurrence arise where further pads, labor and/or engineering are necessary, the Job may be suspended until approval for the additional work is obtained from the customer. If payment Is not received by 36 (thirty) clays 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 for the described work which can be reasonably assumed from the information provided, the right is expressly reserved to make claim (or 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. alslrilullan and Inslallnllon 1601 Wallace Dr. Ste, 120 Cnrrollten, Taxes 76Sa6 pI60) sea -ems (460) 66a•4023 Fax Page 2of2 Jule 2, 2011 "EXHIBIT C" INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit Personal and Adv. Injury $ 2,000,000 $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required 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 $1,000,000 General Aggregate Limit $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 of Florida, with the following qualifcations, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. BestCompany, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 17 CERTIFICA . L. OF LIABILITY INSURAN..... PRODUCER Stockdale Ins (Fresno Office) LICENSE •0C26131 PO Box 5537 Fresno CA 93755 Phone:559-226-7611 Fax:555-226--7191 OP ID RA WESTN-1 DATE (MMIDDIYYYY) 04/20/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Westnet, Inc. Richard K. Matheny 15542 Chemical Lane Huntington Beach CA 92649 INSURER A: Gemini Insurance INSURER B: INSURER C: united E'inancial casualty Co INSURER D: Travelero Property/Casualty 39357 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WISH LTR AULTL NERD TYPE OF INSURANCE POLICY NUMBER PULILY MYFEI:1IVE DATE (MMIDDfl Y) POLICY EXPIRATION DATE (MM/DDIYYYY) LIMITS A ._.-._ X _. GENERAL LIABILITY VCGP018277 __-._ _ _ _...__-_ _._ 03/15/11 .._._.__ -----_._ 03/15/12 _--._---.._. EACH OCCURRENCE $1,000,000 X COM6vIERCIALGENERAL LIABILITY PREMISES IEaoccurence) $50,000 1 CLAIMS MADE X OCCUR MED EXP (Any one person) p5,000 X X GEN'L Indep Contractors PERSONAL &ADV INJURY $1,000,000 Contractual. - _ _ __ GENERAL AGGREGATE---- $-2-,-000,000._.- AGGREGATE LIMIT APPLIES PER: PRO - POLICY X JECT JECT LOC PRODUCTS - COMP/OP AGG $ 2,000 , 000 C C C AUTOMOBILE X X X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 06343479-0 03/20/11 r r. ,, .r•I'7 03/20/12 +" 'I if CO accident) (EaCOMBINED SINGLE LIMIT ;� ], 000 000 r BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $:t GARAGE LIABILITY MY AUTO 1 ,..,, G U S `' {n�� �/ I f j Ij a AUTO ONLY -EAACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS / UMBRELLA LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE I l f OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under SPECIAL PROVISIONS below UB-2220M59-4-08 04/01/11 04/01/12 WUbIAi U X TORY LIMITS I ER E.L.EACHACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT !SPECIAL PROVISIONS City of Miami is listed as an additional insured per the attached blanket additional insured for the maintenance and repair of equipment (no monitoring) CERTIFICATE HOLDER CANCELLATION City of Miami Frank Gomez/Risk Manager 444 SW 2nd Ave 9th Fl Miami FL 33130 ACORD 25 (2009/0'I) CITXOMI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL arSA,YrSh,f'.+X MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAIMJ1`E: GN41 UHALL IMPOSE I'IO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESEI,ITATIVES, AUTHORIZED REPRESENT, ©f 908-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: VC'.GP019157 Insured Name: WESTNET INC`. Number: 24 VE 0182 03 04 Effective Date: 03/15/2011 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITION .AL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Section II — Who is An Insured is amended to include as an insured any person or organization for whom you axe performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as art additional insured on your policy. Such person or organization is an additional insured but only with respect to liability caused by your ongoing operations performed for that insured. A person's or organization's status as an insured under this endorsement ends when your operations for that insured are completed. This insurance does not apply to liability caused by the sole negligence of any additional insured, B. With respect to the insurance afforded to these additional insureds, the following additional exclusions applies: This insurance does not apply to: 1. The preparing, approving, or failing to prepare and approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. VE 0182 03 04 Page 1 of 1 Policy Number: VCGP019157 Insured Name:WVESTNET INC Number: 25 YE 018410 03 Effective Date: 03/15/2011 THIS ENDORSEMENT CHANGES TIIE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDL?LE Designated Construction Projects: AS REQIiiRPD BY WRITTEN CONTRACT (If no entry appears above, information required tb complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. However, the most we will pay under the Designated Construction Project General Aggregate Limit for all projects combined is $ 5,000,000.00. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under COVERAGE C regardless of the number of: YE 018410 03 Page 1 of 2 a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under COVERAGE A for damages or under COVERAGE. C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will' be subject to the applicable Designated Construction Project General -Aggregate Limit. B. For all sums which the insured become legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" • included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions. of Limits Of Insurance (SECTION III) not otherwise modified by this • endorsement shall continue to apply as stipulated. `g O1S4 10 03 Page 2 of 2 Policy Numbet.: VCGPO 19157 Insured Name: WESTNET INC: Number: 26 CG 24 0410 93 Effective Date: 03/15/2011 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WAIVER. OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCFTT{:T)TTLE Name of Person or Organization: AS REQUIREED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement,) The TRANSFER OF EIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1997 Page 1 of Policy Number: VCGP019157 Inured Naine:WESTNET INC Number: 31 VE 03 58 1108 Effective Date: 03/15/2011 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. PRIMARY/NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL, GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART If you are_required by awritten_contract_to-provide-primary_ insurancethenthis-policy_shall-be primary and non-contributory and condition 4, Other Insurance, as shown under Section IV on form CG 00 01 12 07, does not apply but only with respect to coverage provided by this policy for the additional named insured in the schedule. Additional Premium: INCLUDED VE 03 58 11 08 Page 1 of '1 "ATTACHMENT 1" CONFIDENTIALITY NON -DISCLOSURE STATEMENT (Confidentiality Non -Disclosure Statement follow this cover pagel 18