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HomeMy WebLinkAboutContracts & Agreements_123-2018NPS 2.2 (5129118) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of fire station alerting system installation services ("Agreement") is made and entered in this 3rd day of July, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Westnet Inc ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1— ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform the installation of first -in fire alerting core system services for City (the "Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 21 The Services that Contractor shall perforin are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing P 0 Box 3005), Redlands, California 92373 23 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 17716 24 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813 1 I 1ca1djmlAgreementslAgreement for Installation of First -In Alerting Core System NSP -2 2 doe NPS 2.2 (5/29/18) 25 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 26 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 27 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 28 Contractor shall obtain, execute and deliver to City a Labor and Materials Payment Bond, in the form attached hereto as Exhibit "C " 29 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U S C section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, Work or materials pursuant to this Agreement ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services 32 City designates Larry Waterhouse, Interim Fire Chief, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 41 Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," entitled "Scope of Services " The Services shall commence immediately after Effective Date of this Agreement 42 Contractor shall complete the Services by June 30th, 2019, unless the Services are terminated earlier as provided for herein The term of this Agreement shall be for a period of one (1) years commencing as of the Effective Date, unless terminated earlier as provided herein 43 Contractor shall furnish a labor and material bond in the form attached hereto as Exhibit "C", in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 2 I 1ca1djmlAgreementslA.greement for Installation of First -In Alerting Core System NSP -2 2 doe NPS 2.2 (5/29/18) 5 1 Total compensation for Contractor's performance of the Services shall not exceed the amount of Sixty Nine Thousand Four Hundred and Fifty Six Dollars ($69,456) City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Attachment D, Westnet payment schedule for equipment and installation" attached hereto and incorporated herein by reference 52 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (1) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section C Lty City Clerk City of Redlands 35 Cajon Street P O Box 3005 (mailing) Redlands, CA 92373 Contractor DawnMatheny, CFO Westnet, Inc 15542 Chemical Lane Huntington Beach, CA 92649 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "D" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services 3 11caldjmlAgreementslAgreement for Installation of First -In Alerting Core System NSP -2 2 doe NPS 2.2 (5/29118) B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with mimmum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 -- CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor fiirther covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a parry, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perforin the same or substantially 4 I 1caldjmlAgreementslAgreement for Installation of First -In Alerting Core System NSP -2 2 doe NPS 2.2 (5129/18) the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City officially determmes that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 5 I 1caldjmlAgrcementslAgreement for Installation of First -In Alerting Core System NSP -2 2 doc NPs 2.2 (5129118) 85 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement Such books shall be available at reasonable ties for examination by City at the office of Contractor 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS i MI'm s• ' Paul W Foster, K4ayor ATTEST J e Donaldson, City Clerk WES C B Dawn y, CFO 6 I 1ca1djm\AgreementslAgreernent for Installation of First -In Alerting Core System NSP -2 2 doc WEMN r EXHIBIT "A" City Of Redlands Fire Department Statement of Work for Installation of First -In Fire Station Alerting Systems Westnet, Inc Huntington Beach, CA 92649 (800) 807-1700 www FirstlnAlerting com WESTNET SOW FOR REDLANDS FD 2018 Page 1 of 18 QI WESINE PROJECT OVERVIEW - This purpose of this project is to implement anew Westnet First -In® Fire Station Alerting System The parties to this project are Westnet, Inc (Westnet or "Contractor") as the provider, installer, and implementer of the system and the City of Redlands ("City") as the "Client" or "Customer" Westnet will provide and install a First -In Fire Station Alerting Core Systems Upon receipt of an alert from the Client's CAD, the Westnet System will utilize the Client's network and radio system to activate the Westnet Systems in the Client Fire Stations Depending upon Station relays and interfaces, the various First -In Smart Station Units (Units) and/or other non -Smart Station units, if implemented, (i a Client's public address system, traffic lights stove etc ) will emit an audible and/or visual indication of an incoming alert from Dispatch ATTACHMENTS The Attachments listed below are incorporated into and made a part of this Contract In interpreting this Contract and resolving any ambiguities, the main body of this Contract will take precedence over the Attachments and any inconsistency between the Attachments will be resolved in the order in which they are listed Attachment A Delivery, Installation, and Audio Level Verification Forms Attachment B Warranty Attachment C Contract Price and Deliverables Attachment D Payment Schedule Attachment E Acceptance Test Plan Attachment F Final System Acceptance Certificate Attachment G Maintenance and Support Statement of Work PROJECT SCHEDULE The estimated protect timeline starts upon Westnet's acceptance of the Customer's purchase order which includes by reference this Statement of Work The timeline for completion is 90 days from the later of the accepted Purchase Order or receipt by Westnet of all programming information necessary to deliver the System Factors that may expedite or delay this schedule are each party completing their respective tasks, the technical assistance or items provided by Client third parties (i e CAD vendor) and successful completion of a project milestone CHANGE ORDERS. No changes to this SOW that result in additional charges will be implemented without an approved written Change Order executed by both parties WESTNET TO PROVIDE - 1 The Deliverables as listed Attachment C 2 Installation of the Deliverables, which includes installation and testing of the new station cabling 3 Participation in on-site acceptance testing as listed in Attachment E 4 A Westnet Representative at the conclusion of the installation to certify the installation and provide operator training Operator training will consist of one (1) class per fire station 5 Project management and coordination with Customer technical staff on system configuration WESTNET SOW FOR REDLANDS FD 2018 Page 2 of 18 01 WEStNEt 6 A one-year warranty per Attachment B The warranty and technical support period commences upon first beneficial use as described in the Westnet Limited Warranty 7 Provide as -built drawings depicting the Westnet equipment in the fire station(s) CUSTOMER TO PROVIDE 1 Complete and return to Westnet all RFI documents and provide written approval of a completed Voice Track Configuration Sheet thirty (30) days prior to scheduled equipment shipment 2 A VPN or IP connection for remote system adjustments, maintenance troubleshooting and updates It is estimated that the System will need one (1) additional IP address for maintenance purposes 3 Rough -in of boxes and any conduit required by the electrical code or Customer 4 Confirmation that all rough -in is complete prior to scheduling installation of the System 5 Removal or disposal of any existing equipment 6 Existing amplifier or speaker troubleshooting, repair or replacement 7 Any interfaces in Dispatch (i e CAD or radio console) or licenses to other dispatcher centers 8 Locked storage for the equipment The Customer will bear the risk of loss on the equipment once it has been delivered to the Customer, or permanently affixed to the fire station The Customer's Project Manager will inspect the equipment as each Station s equipment is delivered and will execute the Delivery Verification Form in Attachment A-1 9 All antivirus and operating system updates for any Dispatch computers supplied for this protect The Customer will need to schedule the updates in order to minimize system interruption 10 Provide a minimum of five (5) business days notice to the Westnet Project Manager or Westnet's Installation Company should the Customer need to postpone the scheduled installation or any project - related visits Remobilization charges may apply if the Customer has not provided all items listed in this Statement of Work prior to the scheduled installation and if Westnet is unable to reasonably continue work at another Customer location 11 One unused electrical wall outlet for each UPS, Appliance and Systems Interface Unit flat panel display or Messenger 12 Adequate space to install the System If the Customer desires the System to be installed in a rack, a First -In rack mount kit and other accessories will be required The Master Control Unit, Power Module and UPS must not be more than six (6) feet from the fire station radio(s) the network switch and a 110 -volt outlet 13. Provide the radio equipment necessary for integration The installed radio equipment includes, but is not limited to, a properly operating radio, installed outside antenna and feedline, and a lightening arrestor with a five -ohm earth ground circuit connected to the radio antenna lightening suppressing circuit The radio must produce an acceptable level of signaling, as well as an acceptable level of Dispatch voice audio An acceptable level of signaling shall be a fixed line level output of 500 millivolts peak -to -peak of Dispatch audio and alerting data (e g DTMF, P25, Digital, 2 -tone sequential, etc ) 14 Access for Westnet at its discretion to install a Westnet-owned Performance Monitoring Computer in Dispatch The computer is used to administer technical support and maintenance services The computer will be returned to Westnet at the conclusion of the warranty and/or maintenance period WESTNET SOW FOR REDIANDS FD 2018 Page 3 of 18 01 WESMET 15 Technical assistance on integration with the Customer equipment to be integrated with the alerting system and associated with fire station alerting (e g radio, network equipment) 16 If permits are required, the Customer will provide electronic drawings of the station These drawings must be capable of being edited and used for the permit process Unless otherwise listed as a Deliverable, a separate fee will be assessed for permit fees 17 The supply or install of any conduit worm, power receptacles, shunt trip circuit breakers, coils for the kitchen appliances, gas solenoid, power contactors, any wiring in excess of 24 -volts, bond fees, or any other work and/or materials not specifically included or listed herein 18 Provide any other support to Westnet to ensure successful installation and integration of the alerting Systems DEPENDENCIES AND ASSUMPTIONS 1 The Customer will obtain any required installation approval of the Historical Society or other agencies having jurisdiction over installing/relocating equipment in the Fire Stations The Customer agrees to pay the permit fees if any 2 The number of contact closures in a Control Remote will not exceed 8 Stations requiring more zones or contact closures will require an additional Control Remote There is no physical limit to the number of Control Remotes that can be installed in a station Westnet will not do any high-voltage wiring 3 Alerting Equipment Tone, Voice or Programming Changes Any changes in the wording or tones of the voice announcements or reprogramming to any units once the Customer had signed the System Configuration Form may be billable to the Customer 4 If during the installation process, Westnet suspects or encounters asbestos, Westnet will inform the Customer Westnet will use best efforts to utilize alternate installation methods, but will not drill any holes or disturb the asbestos in the related area Westnet shall have no liability to the Customer, its employees or to any other persons for any asbestos related claims, including, without limitation, removal or cleanup costs, loss of use, lost profits or personal injury or property damages 5 Westnet will use best efforts to conceal all wiring However, due to station construction or other installation limitations (i a the possibility of asbestos, inaccessibility), certain cables and raceway may need to be surface -mounted or devices relocated to a more practical location Westnet understands that the term "optimal" is subjective Although Westnet will attempt to place the equipment in the Customer's desired locations, Westnet reserves the right to place the equipment in the safest and most beneficial location for system performance 6 Any issue affecting the installation such as corrections or repairs, discrepancies among Customer personnel in regards to the placement, mounting methods or other installation matters, must be resolved within twenty-four (24) hours while Westnet personnel is on-site If such resolution does not occur Westnet may bill the Customer and customer agrees to pay for any standby time until such discrepancy is resolved EXCLUSIONS Unless specifically stated otherwise, the following items are excluded from the goods and services to be provided by Westnet 1 Any equipment not listed in the Contract Deliverables Schedule (Attachment C) 2 Sparelloaner equipment unless an on-site warranty is purchased WESTNET SOW FOR REDLANDS FD 2018 Page 4 of 18 (D IWESTNET 3 Westnet does not warranty equipment provided under this Statement of Work should a party other than Westnet or Westnet's installation subcontractor or Westnet trained installer install or integrate any non-Westnet equipment into the alerting or dispatch systems An exception to this is the CAD interface and Customer's radio system 4 Westnet and/or any Westnet-supplied equipment will not make a recommendation as to which apparatus or personnel assigned to an emergency call Rather, Dispatch personnel, the CAD and/or any other Customer mechanism are responsible for equipment and personnel assignment 5 The Customer will be notified of any non-functioning Customer equipment Westnet's proposal does not include repair or replacement of any Customer -owned systems If a station's public address lighting, or any other existing systems to be tied into the alerting system are not functioning properly, the Customer will need to repair those items 6 Westnet's pricing does not include any new circuits breakers or upgrades to the electrical system or wiring to the emergency panel or generator 7 Aesthetic restoration of installation areas (e g colorltexture matching) of ceilings, walls, or conduit runs, beyond what Westnet determines is commercially viable 8 Taxes and Permit Fees Unless specifically included in Attachment C, the Contract Price excludes federal, state, or local sales, use, or other taxes (other than federal, state, and local taxes based on Westnet's income or net worth), all of which will be paid by Customer except as exempt by law Increases in any tax rate as listed in Attachment C shall be paid by Customer The Customer agrees to pay or reimburse Westnet plus overhead for all permit fees fees by others and related expenses unless specifically listed and at the amount in Attachment C In witness whereof, the parties hereby agree to this Statement of Work on the dates set forth below WESTNET- WESTNET B. Name Dawn Matheny Title VP of Contracts Date g/ 7 11 E WESTNET SOW FOR REDLANDS FD 2018 CUSTOMER CITY OF REDLANDS By' c Name Title Mr Date 24 Ag ATTEST' Je,06e Donaldson, City Clerk Page 5 of 18 ! WEVNf, ATTACHMENT A-1 DELIVERY VERIFICATION FORM* First -In Fire Station Alerting Equipment The signature below serves as verification that the boxes with equipment listed for Station in Attachment C were delivered with no apparent damage Customer Representative Date Printed Name & Title (For partial deliveries, the following form shall be used ) The signature below serves as verification that the following boxes with equipment listed for Station in Attachment C were delivered with apparent damage 1 3 2 4 Customer Representative Date Printed Name & Title * Print and execute one copy of this form for each station WESTNET SOW FOR REDLANDS FD 2018 Page 6 of 18 1 WESTNEr ATTACHMENT A-2 INSTALLATION VERIFICATION FORM* The signature below serves as verification that the Fire Station Alerting equipment enumerated in Attachment C, plus or minus the following mutually agreed upon changes, has been installed in a commercially reasonable manner and functions properly in the System Test Mode Any punch -list items will be resolved prior to final System Acceptance ❑ A check in this box means that no equipment changes were made, and that the only equipment installed at the Fire Station is that which is listed in Attachment C ❑ A in check this box means the following mutually agreed upon changes have been installed 1 6 2 7 3 8 4 9 5 10 Customer Representative Date Printed Name & Title * Print and execute one copy of this form for each station WESTNET SOW FOR REDiANDS FD 2018 Page 7 of 18 01 wEsrivEr. ATTACHMENT A-3 AUDIO LEVEL ACCEPTANCE FORM* First -In Fire Station Alerting Equipment The signature below serves as verification that the speaker audio levels for the First -In equipment located in Station are set at the requested volume For requested changes after signoff (if Westnet does not have remote access capability), there will be a charge for on-site volume changes ❑ A check in this box indicates that the DAY AUDIO is set at the requested level ❑ A check in this box indicates that the NIGHT AUDIO is set at the requested level Customer Representative Date Printed Name & Title * Print and execute one copy of this form for each station WESTNET SOW FOR REDLANDS FD 2018 Page 8 of 18 01 ATTACHMENT B WESTNET, INC STANDARD LIMITED WARRANTY Westnet, Inc ("Westnet') is providing its Standard Limited Warranty ("Limited Warranty") covering the First- In TM products parts components, software and systems purchased by Customer (collectively, the "Product") If Westnet, or an authorized Westnet subcontractor performs the installation, such installation service will be deemed to be part of the Product for purposes of this Limited Warranty Warranty Commencement Date When Westnet or an authorized Westnet subcontractor installs the Product this Warranty shall commence upon the (1) first beneficial use of the Product by Customer or (2) when installation is complete, whichever occurs first In all other instances, this warranty commences upon delivery This Limited Warranty is not extended if Westnet repairs or replaces the Product Scope of Warranty Westnet warrants exclusively to Customer that the Product will be free from defects in material and workmanship for a period of one (1) year from the Warranty Commencement Date Westnet will perform all warranty work at its service location only, unless Westnet agrees, in its sole discretion, to perform at Customer's location Customer's exclusive remedy for any breach of this Limited Warranty will be either (1) the repair or replacement, at Westnet's option, of the non-conforming Product, or (2) at Westnet's sole discretion, reimburse Customer the purchase price paid by Customer for the Product, provided Customer has returned the Product to Westnet Repairs maybe made with either new or reconditioned components and will be shipped to Customer at the expense of Westnet Any replaced Product becomes the property of Westnet Limitations/Exclusions This Limited Warranty applies only if Westnet confirms that the alleged defect or non-conformance 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, viruses, 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 does not cover the following (1) Any parts and cabling used in the installation of a Product unless Westnet or an authorized Westnet subcontractor (and not Customer or a third party installation company) performs the complete installation, (2) Physical damage to the surface of the Product after its delivery to Customer, including cracks or scratches on the LCD or outside casing, (3) 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, (4) Any defect or malfunction of the Product due to any communications software or device Customer may use with the Product, (5) Any damages to or defects in the delivered Products that are observable in a reasonable visual inspection unless a Claim is made in writing to Westnet within thirty (30) days after the date of delivery This Limited Warranty does not cover loss or damage of any kind resulting from any delay in delivery 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 PRODUCT COVERED HEREBY, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, OR (SUBJECT TO THE INFRINGEMENT PARAGRAPH SET FORTH HEREIN) NONINFRINGEMENT OF PATENTS OR OTHER PROPRIETARY RIGHTS NO EMPLOYEE, AGENT OR REPRESENTATIVE OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT SPECIFICALLY STATED HEREIN WESTNET NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE PRODUCTS. Warranty Claims In order to make a Claim under this Limited Warranty, Customer must first notify Westnet WESTNET SOW FOR REDLANDS FD 2018 Page 9 of 18 01 WEANEf in writing not more than one (1) year after the Warranty Commencement Date Notice must be sent to Westnet, Attention Warranty Department, 15542 Chemical Lane, Huntington Beach, California 92649 or can be faxed to (714) 901-5610 Inquiries regarding this Limited Warranty can also be directed by phone to (714) 548-3500 Upon receipt of written notice, Westnet will first, at its option and expense, inspect the Product in its installed location Unless otherwise waived by Westnet in writing, Customer must return the alleged non -conforming Product to Westnet's designated service center Customer shall be responsible for all expenses associated with the transportation to/from Westnet's designated service center Westnet shall not be liable for any damage incurred in the transportation of Product tolfrom Westnet's designated service center LIMITATION OF LIABILITY IN NO EVENT SHALL WESTNET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL) COST OF CAPITOL OR COST OF COVER ARISING OUT OF OR RELATING TO CUSTOMER'S SELECTION, ORDERING, DELIVERY, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCT, EVEN IF WESTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AGGREGATE LIABILITY- TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WESTNET, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AGENTS OR SUBCONTRACTORS ARISING FROM, RELATING TO, OR CONNECTED WITH THE PRODUCT, EXCEED THE PURCHASE PRICE OF THE PRODUCT IT IS INTENDED THAT THIS LIMITATION WILL APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION EXCEPT FOR THAT PROVIDED FOR IN THE INFRINGEMENT PARAGRAPH SET FORTH HEREIN, HOWEVER ALLEGED OR ARISING INFRINGEMENT Westnet agrees to defend Customer and to pay (1) any damages award issued by a court of competent jurisdiction against Customer, and (2) direct expenses, including reasonable attorneys' fees (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 purchased by Customer under this Agreement infringes another person's U S patent, copyright, trade secret or trademark Westnet will not have liability for, and Customer will defend Westnet against and pay any damages awarded against Westnet and direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of Westnet) to the extent the claimed infringement is based on or results in any material part from (a) any use of the Product other than in accordance with Westnet's published instructions (b) any unauthorized modification or alteration of the Product, (c) any combination or use of the Product with any other product or system or technologies not supplied by Westnet, (d) Westnet's compliance with Customer's design or specifications, or (d) any refusal to accept or use suitable modified or replacement Products provided by Westnet to avoid infringement Westnet's obligations under this paragraph will be conditioned upon Customer promptly notifying Westnet in writing of the existence of any such claim, giving Westnet full authority to conduct the defense and settlement of the claim, at Westnet's expense and with counsel of Westnet's selection, and cooperating fully with Westnet and such counsel This Limited Warranty will be governed by the laws of the State of California, U S A, 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 Limited Warranty WESTNET SOW FOR REDLANDS FD 2018 Page 10 of 18 WE,rNf, ATTACHMENT C CONTRACT PRICE AND DELIVERABLES Proiect. Redlands Fire Department First -In Core Systems (Quote ID # Q-03630-WON5) Description This is a quote for the First -In Alerting Core System including installation, two (2) years on site maintenance, and toll free technical support Pricing assumes installation will be done in one trip If station is not ready, a return trip charge will be assessed for each occurrence Client is responsible for all network connectivity between dispatch and station Customer to provide VPN access to Westnet for remote adjustments and support Conduit needed for connectivity to outbuildings is not provided The customer is responsible for any asbestos abatement, if required Quote includes prevailing wages Customer is responsible for any difference in sales tax rate Product ID Product QTY Price Sub Total IN-Eth T1 Ethernet Data Activated First -In Type 10 MCU 4 0 $7,39595 $29,58380 FRH KIT X19 MCU Rack Mount Kit 3 0 $16494 $49482 RHPKIT Equipment Rack Mount Kit 3U 3 OC $315.0 $94500 CR2 24VTX ntrol Remote with External Power Supply {controls up to 8 functions} 4iq $1,195251 $4,7810 P 10 0 2U n Line UPS Double Conversion w/ Haunting Bracket 4.0 $855,85 $3,4234 Equipment Total $34,228.0 Install Supplies $68500 Total Tax (7 7500000000 %} $3,09326 Shipping and Handling $285 0 Station Equipment Install $14,400.0 One Year Toll Free Technical Support $2,02831 On Site Warranty $2,900,0 Year 2 Toll Free Technics! Support $2,0892C Year 2 - On Site Warranty $2,987 0 Project Coordination $1,76000 Total Amount $59,455.8 WESTNET SOW FOR REDLANDS FD 2018 Page 11 of 18 01 WEVNff, ATTACHMENT D WESTNET PAYMENT SCHEDULE FOR EQUIPMENT AND INSTALLATION Summary of Project Costs Description Total Project Redlands FD First -In Alerting Core System $69,45583 Total Amount $69,455 83 Westnet may invoice and the Customer agrees to pay upon satisfactory completion of each of the three (3) project milestones listed above If payment is not received within thirty (30) days from the date of invoice, a late fee of one and a half percent (1 5%) per month of the unpaid balance will charged and immediately due WESTNEr SOW FOR REDLANDS FD 2018 Page 12 of 18 PROJECT MILESTONE EXHIBIT PROJECT COST % INVOICE AMOUNT Pre -Production 1 Contract Signature 1 a) System Layout 1 Design nla 40% $27,78233 b) Submittals, Equip Engineering G) Custom Programming 2 Due Upon Installation Attachment A-2 50% $34 727 92 3 Due Upon Final System Attachment F 10% $6 945 58 Acceptance Total Amount $69,455 83 Westnet may invoice and the Customer agrees to pay upon satisfactory completion of each of the three (3) project milestones listed above If payment is not received within thirty (30) days from the date of invoice, a late fee of one and a half percent (1 5%) per month of the unpaid balance will charged and immediately due WESTNEr SOW FOR REDLANDS FD 2018 Page 12 of 18 01 WESTNEI ATTACHMENT E ACCEPTANCE TEST PLAN OBJECTIVE The purpose of completing this Acceptance Test Plan is to achieve "System Acceptance" by demonstrating to the Customer that the installed fire station alerting system ("System") equipment is operational and properly performs the function specified herein Upon successful execution of this ATP, the System will have achieved "System Acceptance" Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance but will be corrected according to a mutually agreed upon schedule In the event that a part of the System does not pass the ATP, the System will be re -tested when Westnet determines that a corrective action has been taken to ensure proper operation Final System Acceptance will occur after System Acceptance and when all deliverables and other work have been completed When Final System Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the Final System Acceptance Certificate SCOPE, The scope of this ATP is limited to the System supplied by Westnet, Inc It does not include any other equipment or systems upon which the alerting system, once in use, relies for proper activation and function (i a the Customer's CAD, radio, network and/or electrical systems) The failure or unavailability of these other systems during the ATP shall not affect the outcome of this ATP, nor shall it affect the System Acceptance and subsequent Final System Acceptance of the System TEST SCHEDULE Westnet and the Customer will conduct the ATP at a mutually agreed-upon time and date once Westnet informs the Customer that the System is ready for acceptance testing FIRE STATION METHODOLOGY- The ATP will test devices that, operationally, are activated by Dispatch, as well as devices that are not activated by Dispatch, but rather the fire station crew Data / Network Activation Operation - This section tests/simulates a test of a network -based alert of the station from Dispatch Data sequences assigned to the fire station zones shall be applied to the Ethernet port of the Master Control Unit using the Alerting Platform or a computer equipped with the First -In API The alerting response from the alerting system shall announce the specific unit(s) associated with the alerted and audio distribution shall activate all areas associated with the zone alerted Once the zone is activated the pre -announcement will announce the units alerted, nature of the call, and other preannouncement information detailed in the ZIR signoff sheet After the preannouncement is complete, the dispatch audio will be heard throughout the station speakers Q Pass N/A Fail Notes 2 Radio Activation Operation -- This section tests a radio -activated alert of the station from Dispatch, more specifically the Radio Interface Controller (RIC)'s activation of a station's Master Control Unit (MCU) This test will utilize First -In RIC's alert signaling on the customer's radio system A Test of All -Call This test will activate the "All -Call" zone in every station Successful performance of this test requires All -Call activation from the Alerting Platform User Application, as well as All -Call activation from the manual RIC keypad Once the zone is activated, the pre -announcement will announce the All -Call message and the dispatch audio is heard throughout the station speakers Pass 0 N/A Fail Notes WESTNET SOW FOR REDLANDS FD 2018 Page 13 of 18 (D I WESrNff B Test of Specific Zones in a Designated Station This test will activate a specific zone (i e Engine) in a Designated Station Step 1 of this test requires the proper station to be activated both from the Alerting Platform User Application, as well as the manual RIC keypad Step 2 of this test requires that the specific zone selected be activated Once the zone is activated the pre -announcement will announce unit(s) assigned to the call and the dispatch audio is heard throughout the station speakers QPass N/A Fail Notes Turnout Timer Operation - This section tests the activation of the Turnout Timer(s) Upon activation of the Master Control Unit, the Timer(s) will begin to count up on a per -second basis The Timer(s) will continue to count up and will automatically shut down when the Master Control Unit send the shutdown command to the station QPass N/A Fail Notes 4 Automatic Backup Alerting - This section tests the automatic failover from the IP system to the RIC for a radio based alert The RIC shall automatically be activated from the First -In Alerting Platform (FiAP) as soon as the FLAP detects that the primary alert was not successful Without any action required on the part of the dispatcher, the RIC will send the alert to the proper station and units assigned to the call Pass N/A 0 Fail Notes Manual Backup Alerting - Using the manual keypad of the RIC, the Customer selects the station and units to activate in the selected fire station The station MCU activates the appropriate station and unit(s) QPass N/A 0 Fail Notes Customer Representative Date Printed Name & Title WESTNET SOW FOR REDLANDS FD 2018 Page 14 of 18 01 wEsrNff, ATTACHMENT F FINAL SYSTEM ACCEPTANCE CERTIFICATE The signature below serves as verification that the System has passed Acceptance Test Plan and that all deliverables and work have been completed Customer Representative Date Printed Name & Title WESTNET SOW FOR REDLANDS ED 2018 Page 15 of 18 01WESM ATTACHMENT G MAINTENANCE AND SUPPORT STATEMENT OF WORK 1 SCOPE OF SERVICES Westnet will provide comprehensive turn -key maintenance and support services for the installed First -In Fire Station Alerting System, ensuring all components are operating at peak performance in accordance with factory specifications in effect at the time the equipment was purchased The Services to be provided under this agreement include the following • One year, 2417 toil -free Technical Support and On -Site Maintenance for all equipment and software • Repair and/or replacement of malfunctioning units (except UPS) • Spare equipment delivered the next business day (and Saturday's where available) • Remote diagnostic analysis and uploads software upgrades 2 RESPONSE TIMES Response times shall be determined in accordance with the Priority Level and Descriptions set forth in the following table where applicable The response time shall commence from the time the Customer requests service or notifies Westnet of problems with the System by contacting Westnet's Call Center ("Notification") Issue resolution may include phone support, VPN remote access, or on-site service (for issues not resolved via phone support or remote access) Westnet Technical Support (800) 807-1700 Office Hours- 8:00 — 6.00 PST, Monday — Friday Priority Levels Hours I Days Description 24/7/365 This priority level represents a significant issue that results in the inability to use Including the alerting systems 1 Holidays Station reports that it is not receiving any farm of an alert or there is no audio 3-6 Hour in a fire station Response 'Other failures that render the fire station MCU and more than five audio transmitting devices unusable 800-500 This priority level represents a moderate issue that restricts normal use of the PST, Monday — alerting systems 2 Friday .Any non-essential Fire Station device reported inoperable 2 -Business- •Reports of receiving other stations' or companies' alerts. Day Response 'Requests to increase fire station volume levels within fire department -approved parameters This priority level represents minor or non -emergency issues that do not restrict 800-500 normal use of the station alerting systems PST, Monday — .Requests to decrease volume levels within fire department -approved 3 Friday parameters 3 -Business- 'Add additional equipment, request programming, or voice -chip changes Day Response 'Requests for additions! training • Other non mission -critical matters in the dispatch centers or fire stations WESTNET SOW FOR REDLANDS FD 2018 Page 16 of 18 01 WEVNff 3 WESTNET'S RESPONSIBILITIES Westnet shall A Provide Westnet-owned spare equipment while a System component is returned to Westnet for repair or replacement 1 Any Westnet-owned spare equipment parts provided under this Agreement are the property of Westnet Any damage to Westnet's spare equipment parts is not covered under this Scope of Services and the Customer shall pay for the repair or replacement of the spare equipment parts 2 Westnet may service 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 The Customer shall pay Westnet the full retail value of the replacement part if Westnet provides notice to the Customer to return the original part and Westnet does not receive the original part within thirty (30) days after replacement part installation B Upon request, Westnet shall provide a written quote for additional work not specifically identified in this Agreement Such work could include, but is not limited to, additions and installation of new equipment, relocation of existing equipment, upgrades (not part of Westnet standard releases) and enhancements, and other system related goods and services If the Customer decides to proceed with the work, a new purchase order will be issued exclusively for the work to be ordered 4 CUSTOMER'S RESPONSIBILITIES The Customer shall at all times or upon request A Make no modifications to the System without obtaining approval from Westnet in writing B. Notify Westnet of any problems with the System by calling the Westnet Systems Group at 1-800-807- 1700 (Westnet's call center) C Provide and maintain an operating 2417 VPN with IP access to the stations 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 (First -in) equipment The VPN must be operating and the Customer must allow Westnet to test the VPN prior to the commencement of this Agreement D Ensure that the Westnet monitor computer in the Dispatch Center (if provided) has 2417 access to the VPN and to all Customer fire stations The Customer will return the Westnet monitor computer to Westnet at the conclusion of this Agreement and any additional extensions E Provide the make and model number of the fire station radio the System is 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 F 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 G Provide Westnet with either code -access to the stations or an escort that is available 2417 and within one (1) hour's of notice of an on-site visit H If applicable, 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 WESTNET SOW FOR REDLANDS FD 2018 Page 17 of 18 (D I WFONff, I Provide a description of station control circuits (e g , lighting, door openers, gas shut-off) and the number of circuits to be controlled by the Control Remote J Ensure that the MCU at each station is at all times plugged into the Westnet supplied on-line fulltime UPS K Ensure that the 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 L Ensure that the radio antenna and lightning arrestor is installed, is installed per current engineering standards and that all lightning protection equipment is connected to a 5 -ohm earth ground by a #6 or larger cable not exceeding eight (8) feet in length between the 5 -ohm earth ground and the protected equipment M Notify Westnet prior to making any change in any equipment connected to the fire station System WESTNET SOW FOR REDLANDS FD 2418 Page 18 of 18