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RESOLUTION #3440 DOC ID: 3440
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Purchase Order
From: Paul Drasil M/CC Meeting Date: 09/15/2014
Prepared by: Norma Camarena, (909) 384-
5286
Dept: Fire Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing The
Execution of a Vendor Services Agreement and Issuance of an Annual Purchase Order to
Westnet, Inc. for the Annual On-Site Warranty and Maintenance of the Fire Station Alerting
System. (#3440)
Current Business Registration Certificate: No
Financial Impact:
Funding for the annual purchase order is included in the Fire Department's FY 2014-2015
Adopted Budget, account number account number 001-200-0001-5172 (Equipment
Maintenance)in the amount of$41,210.
Account Number: 001-200-0001-5172
Budgeted Amount: $56,200
Balance (as of August 11, 2014): $55,650
Balance (after approval of this item): $14,440
Please note that this balance does not indicate available funding. It does not include non-
encumbered reoccurring expenses or expenses incurred but not yet processed.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
12/07/09 Resolution #2009-363 authorizing the execution of agreements and issuance of
purchase orders to Masters and Associates/Westnet, Inc. and Tiburon for the
purchase and interface of a fire station alerting system; and award a lease-
purchase agreement to Bank of America.
03/19/12 Resolution #2012-44 authorizing the execution of a purchase agreement and
issuance of a purchase order to Westnet, Inc. for the first in alerting platform to
interface with the New World System Computer Aided Dispatch System.
BackEround:
On December 7, 2009, the Mayor and Common Council approved resolution #2009-363 for the
replacement of the Fire Department's aging fire station alerting system. Masters and
Associates/Westnet, Inc. was awarded the bid for installation and integration of the system under
Undated: 8/26/2014 by Norma Camarena I Packet Pg. 316
3440
RFQ #F-09-11. During the formal bid process, 14 vendors were mailed packages and Masters
and Associates/Westnet, Inc. was the only vendor to submit a bid package.
Masters and Associates has subsequently gone out of business and Westnet, Inc. completed the
installation in September 2010. The annual warranty cost for the equipment in the first year was
included in the lease purchase of the system; however, subsequent years would be the City's
responsibility. Therefore, on an annual basis the City budget the expense and issues an annual
purchase order for the annual on-site warranty and maintenance for the fire station alerting
system located at all twelve fire stations and the Fire Dispatch Center.
In addition, the new fire station alerting system had to be connected to the City's Computerized
Automated Dispatch system (CAD). Once the City made the transition to the New World
System CAD, a First In Alerting Platform was needed to interface with the New World System
Computer Aided Dispatch system.
Westnet, Inc. is the developer, installer, and parts distributor for all of the products and
accessories the fire station alerting system currently utilizes. The Fire Department requests that
Westnet, Inc. continue the annual maintenance of this system as they are most familiar with our
system, and in the event of failure would provide the most expeditious servicing of the
equipment. They have provided the annual maintenance for the past two years and the warranty
cost is budgeted for within the Fire Department budget.
The Fire Department recommends that Westnet, Inc. be issued an annual purchase order for the
required annual on-site warranty and maintenance for the fire station alerting system. The term
of the annual on-site warranty and maintenance will be for the life of the system or until the
replacement of the fire station alerting system. The agreement also provides that either party
may terminate this agreement by giving not less than thirty(30) days written notice to the other
party of said intent to terminate.
City Attorney Review:
Supporting Documents:
RESOLUTION TEMPLATE 1 (DOC)
agrmt 3440 (PDF)
ITndated- R/26/2014 bv Norma Camarena Packet Pg. 317
S.F.a
1 RESOLUTION NO.
2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF a
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES
3 AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO
4 WESTNET, INC. FOR THE ANNUAL ON-SITE WARRANTY AND MAINTENANCE y
OF THE FIRE STATION ALERTING SYSTEM. 0
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WHEREAS, on December 7, 2009, the Mayor and Common Council authorized the =
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execution of an agreement and purchase order to Masters and Associates/Westnet, Inc. for o
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7 the installation and integration of a new fire station alerting system; and
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8 WHEREAS, on March 19, 2012, the Mayor and Common Council authorized the c
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9 execution of a purchase agreement and issuance of a purchase order to Westnet, Inc. for first
10 in alerting platform to interface with the New World System Computer Aided Dispatch; and
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11 WHEREAS, Westnet, Inc., best meets the needs for the Fire Department's annual on- 0.
12 site warranty and maintenance of the fire station alerting system located at the 12 fire stations
and the Emergency Communication; and 06
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WHEREAS, Westnet, Inc. and the City wish to enter into a long-term agreement for E
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the annual on-site warranty and maintenance of the fire station alerting system; contingent
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15 upon funds being available and allocated in the budget or the replacement of a new fire
16 station alerting system. c
17 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON c
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1. The City Manager is hereby authorized and directed to execute on W
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20 behalf of the City a Vendor Services Agreement with Westnet, Inc., a copy of which is M
attached hereto, marked Exhibit "A" and incorporated herein by reference as though fully r
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set forth at length; and J
22 SECTION 2. The Director of Finance or his designee is authorized to issue an E
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23 annual purchase order to account 001-200-0001*5172 to Westnet, Inc. for a total amount z
24 not to exceed $41,210 annually. The annual purchase order is long-term and to be renewed
25 annually or until the replacement of a new fire station alerting system. The Westnet, Inc. 0
26 Annual Purchase Order shall reference this Resolution and shall incorporate the terms and W
27 conditions of the Agreement; and
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
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SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES
2 AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO -
WESTNET, INC. FOR THE ANNUAL ON-SITE WARRANTY AND MAINTENANCE
3 OF THE FIRE STATION ALERTING SYSTEM.
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5 SECTION 3. The authorization to execute the above referenced Agreement and
Annual Purchase Order is rescinded if the parties to the Agreement fail to execute it within Q
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sixty (60) days of the passage of this Resolution. �°
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES
2 AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO a
WESTNET, INC. FOR THE ANNUAL ON-SITE WARRANTY AND MAINTENANCE
3 OF THE FIRE STATION ALERTING SYSTEM.
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5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a meeting o
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thereof,held on the day of , 2014, by the following vote, to wit:
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9 Council Members: AYES NAYS ABSTAIN ABSENT
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10 MARQUEZ p
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11 BARRIOS
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VALDIVIA 06
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14 SHORETT E
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NICKEL Q
16 JOHNSON 4-
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17 MULVIHILL °
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Georgeann Hanna, City Clerk
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21 The foregoing resolution is hereby approved this day of , 2014. w
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23 R. Carey Davis, Mayor
24 City of San Bernardino 0
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25 Approved as to form: 0
Gary D. Saenz, City Attorney
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27 By' E
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Exhibit"A"
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VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO
AND WESTNET,INC.FOR ON-SITE WARRANTY AND MAINTENANCE OF THE
FIRE STATION ALERTING SYSTEM
This Vendor Services Agreement is entered into this 15 day of September 2014,
by and between Westnet,Inc.("VENDOR") and the City of San Bernardino("CITY" or c
"San]Bernardino"). 1°
WITNESSETH:
WHEREAS, on December 7, 2009, the Mayor and Common Council approved the O
replacement of the Fire Department's aging fire station alerting system. Masters and
Associates/Westnet, Inc. was awarded the bid for installation and integration of the system in =
accordance with bid specification RFQ #F-09-11. In addition, the new fire station alerting Q
system had to be connected to the City's Computerized Automated Dispatch system (CAD) in
2012; and
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract with Westnet,Inc.for the annual on-site warranty
and maintenance of the fire station alerting system; and 3:
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WHEREAS,the City of San Bernardino has determined that Westnet,Inc.best meets the a
needs for the Fire Department fire station alerting system located at twelve fire stations and the
Emergency Communication; and,
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NOW, THEREFORE,the parties hereto agree as follows: «s
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1. SCOPE OF SERVICES. E
For the remuneration stipulated, San Bernardino hereby engages the services of Westnet, °?
Inc. to provide annual on-site warranty and maintenance for the fire station alerting system a
located at twelve fire stations and the Emergency Communication in accordance with Westnet, >
Inc. Standard Limited Warranty and Statement of Work, which are attached hereto and 4-
incorporated herein as Attachment 1 and Attachment 2. °
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2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall w
pay the VENDOR the amount of$41,210.00 annually for the annual on-site warranty
and maintenance. Co
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
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3, TERM;TERMINATION. M
The term of this Agreement shall be effective July 1, 2014, and shall continue from year
to year, until terminated by either party hereto in the manner specified hereinafter. This a,
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Westnet Inc -Exhibit A Vendor Services Agreement rev8-26-14 .doe
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Agreement shall in any event terminate with the replacement of a new fire station alerting
system. _
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
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4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, `°
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death,or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or O
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was =
actually caused by the sole negligence of the City, its elected officials, employees, agents or Q
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including atto'rney's fees, the City, its elected officials, employees, agents or c
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
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S. INSURANCE. a
While not restricting or limiting the foregoing, during the term of this Agreement, c
VENDOR shall maintain in effect policies of comprehensive public, general and automobile a
liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's
compensation coverage, and shall file copies of said policies with the CITY's Risk Manager
prior to undertaking any work under this Agreement. CITY shall be set forth as an additional m
named insured in each policy of insurance provided hereunder. The Certificate of Insurance
furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any Q
change in or termination of the policy.
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6. NON-DISCRIMINATION. o
In the performance of this Agreement and in the hiring and recruitment of employees, g
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin, w
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation,or any other status protected by law. CD
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7. INDEPENDENT CONTRACTOR o
VENDOR shall perform work tasks provided by this Agreement, but for all intents and Cl)
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of a�
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
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CITY OF SAN BERNARDINO-WESTNET,INC. E
VENDOR SERVICES AGREEMENT V
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Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be S
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. a
VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement,
and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and L
any other licenses, permits, qualifications, insurance and approval of whatever nature that are
legally required of VENDOR to practice its business or profession. a;
9. NOTICES. o
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service,postage prepaid and addressed as follows: �
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TO THE CITY: TO TIME VENDOR:
City of San Bernardino Fire Department Westnet,Inc. —
200 East Third Street 15542 Chemical Lane
San Bernardino CA 92410 Huntington Beach,CA 92649
Attn: Fire Chief Attn:Dawn Matheny s
Telephone:(909)384-5286 Telephone:(714)548-3500 °
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10. ATTORNEYS' FEES
In the event that litigation is brought by any parry in connection with this Agreement, the c
prevailing party shall be entitled to recover from the opposing party all costs and expenses, Q
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its °a
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in E
enforcing this Agreement on behalf of the CITY shall be considered as"attorneys' fees" for the
purposes of this paragraph. Q
11. ASSIGNMENT. Cn
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or °
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior °
written consent. Any attempted assignment, transfer, subletting or encumbrance shalt be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement, x
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of w
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement. M
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12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San a,
Bernardino, State of California or the U.S. District Court for the Central District of California, °
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CITY OF SAN BERNARDINO-WESTNET,INC. E
VENDOR SERVICES AGREEMENT v
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Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature. c
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
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14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs,representatives, successors,and assigns.
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15. READINGS, p
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its =
provisions. Q
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16. SlEVERABILITY. 6
If any provision of this Agreement is determined by a coiu-t of competent jurisdiction to S
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force 3:
and effect. o
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17. REMEDIES;WAIVER. a�
All remedies available to either party for one or more breaches by the other party are and
shall be deemed cumulative and may be exercised separately or concurrently without waiver of Q
any other remedies. The failure of either party to act in the event of a breach of this Agreement 06
by the other shall not'be deemed a waiver of such breach or a waiver of future breaches, unless
such waiver shall be in writing and signed by the party against whom enforcement is sought. E
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18. ENTIRE AGREEMENT; MODIFICATION. Q
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject matter of Cn
this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement. o
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CITY OF SAN BERNARDINO-WESTNET,INC. E
VENDOR SERVICES AGREEMENT V
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VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO r
AND WESTNET,INC.FOR ON-SITE WARRANTY AND MAINTENANCE OF THE _
FIRE STATION ALERTING SYSTEM
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IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below. L
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Dated 1..C ,2014 VENDOR =
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By:
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Dated . 2014 CITY OF SAN BERNARDINO
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By
City Manager a
Approved as to Form:
Gary D. 5aenz,City Attorney Q
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CITY OF SAN BBRNARDINO-WESTNET,INC. s
VENDOR SERVICES AGREEMENT U
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"ATTACHMNENT 1"
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STANDARD LIMITED WARRANTY cc
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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. When Westnet, or a certified Westnet installer installs the
Product, this warranty begins upon first beneficial use of the Product by the Customer or when the 0
installation is complete, whichever occurs first. In all other instances, this warranty commences upon
shipment.
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A. Westnet warrants exclusively to Customer that each Product sold hereunder will be free from
defects in material and workmanship for a period of one(1)year from the date of delivery of the
Product to Customer or, if installation is performed by Westnet or a subcontractor of Westnet, __
from the date of installation. If Westnet or a subcontractor of Westnet performs the installation, —
such installation service will be deemed to be part of the Product for purposes of this Limited N
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 C
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 a
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 Q
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
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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 U
to Westnet for the Product,provided Customer has returned the Product to Westnet. w
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B. This Limited Warranty applies only if Westnet's testing and examination of the Product discloses
that the alleged defect or malfunction of the Product exists and was not caused by Customer's or M
any third person's misuse, negligence, improper installation or testing, or unauthorized attempts o
to open, repair or modify the Product, or by accident, fire, water, lightening, power cuts or M
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
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Warranty does not cover physical damage to the surface of the Product after its delivery to E
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"ATTACHMNENT 1" I
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 c
Product due to any communications software or device Customer may use with the Product.
Customer will promptly inspect all Products delivered to it. Any claim against Westnet under this .c
Limited Warranty or otherwise for damages to or defects in the delivered Products that are
observable in a reasonable visual inspection will be deemed waived unless the claim is made in
writing to Westnet within thirty(30)days after such delivery.
C. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND WESTNET`S STATUTORY
WARRANTY OF GOOD TITLE, WESTNET MAKES NO WARRANTIES OR °1
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 Q
DESCRIPTION, OR (SUBJECT TO PARAGRAPH 4) NONINFRINGEMENT OF PATENTS
OR OTHER PROPRIETARY RIGHTS. NO EMPLOYEE, AGENT OR REPRESENTATIVE o 0
OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY c
ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT w
SPECIFICALLY STATED HEREIN. WESTNET NEITHER ASSUMES NOR AUTHORIZES
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ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION
WITH THE SALE,INSTALLATION,MAINTENANCE OR USE OF THE PRODUCTS.
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2.LIMITS ON LIAB&ITY. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPHS i AND 4, IN a
NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, (A)WIIL WESTNET BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR COST OF a
COVER ARISING OUT OF CUSTOMER'S SELECTION,ORDERING,PURCHASE,USE,RESALE OR 06
DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF WESTNET
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) WILL WESTNE'IS E
TOTAL LIABILITY TO CUSTOMER AND ANY THIRD PARTIES WITH RESPECT TO ANY
SPECIFIC PRODUCT AND ANY RELATED SERVICES EXCEED THE PURCHASE PRICE TO Q
WESTNET FOR THAT PRODUCT AND SUCH SERVICES. SUCH DAMAGES THAT WESTNET >
WILL NOT BE LIABLE FOR INCLUDE,BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS Cn
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OR REVENUE; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF
CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; o
DOWNTIME; AND,EXCEPT AS PROVIDED IN PARAGRAPH 4,THE CLAIMS OF THIRD PARTIES
INCLUDING CUSTOMER'S EMPLOYEES OR AGENTS AND ANY PERSONS TO WHOM x
CUSTOMER PROVIDES SERVICES. W
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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 c
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 E
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
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"ATTACHMNENT i"
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 c
Customer to Westnet under this Agreement or otherwise.
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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 i
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. Westnets 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 Westnets
selection, and cooperating fully with Westnet and such counsel. If any Product becomes, or in Westnet's Q
opinion is likely to become, the subject of an action for such infringement, Westnet may procure for o
Customer the right to continue using the Product or replace or modify it to make it noninfringing, 4-
provided such replacement or modification does not affect the performance or value of the Product to =
Customer in a materially adverse manner. Alternatively, Westnet may return to Customer the purchase ;
price paid to Westnet for such Product and Customer shall return the Product to Westnet at Westnet's
expense. Westnet will not have liability for, and Customer will defend Westnet against, and pay any
damages awarded against Westnet and direct expenses, including attorneys' fees, reasonably incurred by
Westnet (but excluding any lost revenues, lost profits or other consequential economic damages of
Westnet) as a result of, any action is brought against Customer or Westnet, if and to the extent that the a
action is based on a valid claim that Westnet's compliance with Customer's design or specifications fora 70
Product or Customer's use or combination of the Product with any material or process not acquired from
Westnet (if the infringement would not have resulted from use of the Product without such material or a
process) infringes another person's patent, copyright, trade secret or trademark. The foregoing states 06
Westnet's entire liability with respect to any infringement of patents, copyrights, trade secrets,trademarks
or other proprietary rights relating to the Products. E
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5. INDEMNIFICATION. Subject to Paragraphs 1 and 4, Customer agrees to indemnify, defend
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and hold harmless Westnet against and from any claims, damages, losses, expenses (including attorneys'
fees) and liabilities incurred by Westnet as a result of acts or omissions of Customer and its affiliates,
employees or subcontractors or in connection with Customer's installation or use of a Product or its other o
activities.
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ATTACHMENT 2
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MAINTENANCE AND SUPPORT
STATEMENT OF WORK -a
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1. Scope of Services
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The Contractor shall provide 24/7 toll-free technical support and on-
site maintenance for all equipment and software provided to the City
of San Bernardino pursuant to the Fire Department Fire Station System 4;
Price Proposal and Vendor Service Agreement dated September 15, 2014
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"System") . 0
2. Response Times =
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Response times shall be determined in accordance with the Priority o
Level and Descriptions set forth in the following table. Contractor "-
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shall provide to the City a technician properly trained in the =
operation and usage of the System as set forth below. The response
time shall commence from the time City requests service or notifies =
the Contractor of problems with the System by contacting the
Contractor's call center ("Notification")
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Priority Hours/ Description
Levels Days _
1 24/7/365 ■ This priority level represents a significant issue that results in the inability to use Q
Including the dispatching and/or alerting systems. 06
Holidays • On-Site Phone Support or VPN:Any reported trouble with Westnet-supplied
Dispatch Project Equipment. E
3-6 Hour . On-Site.Phone St VPN:Station reports that it is not receiving any form of y
Support or
Response an alert or there is no audio in a fire station.
Phone Support or VPN:Other failures that render the fire station MCU and more Q
than five audio transmitting devices unusable. >
2 8:00-5:00 EST, • This priority level represents a moderate issue that restricts normal use of the o
Monday-Friday dispatching and/or alerting systems.
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• On-Site.Phone Support or VPN:Any non-essential Dispatch Project or Fire o
2-Business-Day Station device reported inoperable.
Response . Phone Support or VPN: Requests to increase fire station volume levels within fire K
department-approved parameters. W
On-Site Phone Support or VPN: Reports of receiving other stations'or companies' •'
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alerts. �
3 8:00—5:00 EST, ■ This priority level represents minor or non-emergency issues that do not restrict M
Monday-Friday normal use of the dispatching and/or station alerting systems. o
Phone Support or VPN: Requests to decrease volume levels within fire
3-Business-Day department-approved parameters.
Response "
■ Phone Support or VPN:Add additional equipment,request programming,or voice- E
chip changes.
■ Phone Support or VPN: Requests for additional training.
■ On-Site Phone Su ort or VPN:Other non mission-critical matters in the dispatch =
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centers.
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■ Phone Support or VPN:Other non mission-critical matters in the fire stations.
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3. Software Upgrades >,
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The Contractor shall upgrade and maintain as necessary and as
determined by Contractor, at no additional cost to the City, the
System software covered under this Agreement.
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The Contractor shall provide all maintenance, whether on-site or c
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remotely, in order to maintain the System in top operational order
according to the requirements of the manufacturer. Such maintenance
shall be on a schedule which is determined by the Contractor in order
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to ensure optimal functionality of the System. Coordination of any on-
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site maintenance will be arranged with the City's designated '~
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representative, as necessary. c
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5. Contractor Responsibilities
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The Contractor shall:
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A. Provide Contractor-owned spare equipment if a System component is returned to O
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Contractor for repair or replacement.
1. Any Contractor-owned spare equipment parts provided under this Q
Agreement are the property of the Contractor. Any damage to
Contractor's spare equipment parts is not covered under this Scope of .-
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Services and the City shall pay for the repair or replacement of the m
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spare equipment parts. W
2. The Contractor may service replaceable parts, by way of new or Q
remanufactured replacement parts to City on an exchange basis. Upon >
receipt by the City of the replacement part, the original part becomes T
the property of the Contractor, and shall be returned by City to the =
Contractor. The City shall pay the Contractor the full retail value of 2
the replacement part if the Contractor provides notice to the COTR to
return the original part and the Contractor does not receive the
original part within thirty (30) days after replacement part W
installation. °
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B. The Contractor shall provide all parts and labor necessary to restore the
System to working order in accordance with factory specifications in effect at
the time the equipment was purchased and all updates installed on the System. M
The Contractor shall repair or replace any malfunctioning component of the ;_
System provided that the malfunction was not caused by an enumerated exclusion
under this Agreement. If the Contractor elects to upgrade the equipment rather
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than repair it, the Contractor is under no obligation to upgrade other c
equipment covered under this Agreement. The Contractor will pay for shipping W
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back to the City. M
C. The City will not make modifications to the System without obtaining approval a
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from the Contractor in writing.
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D. Upon request, the Contractor shall provide a written quote for additional work M
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 Contractor standard releases) and N
enhancements, and other system related goods and services. If the City decides =
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to proceed with the work, a new purchase order will be issued exclusively for MI
the work to be ordered. c
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6. City's Responsibilities
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The City shall: c
A. SERVICE CALLS: The City will notify the Contractor of any problems with the o
System by calling the Westnet Systems Group at 1-600-843-9695 (Contractor's V)
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call center) . ?^,
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B. Provide and maintain an operating 24/7 VPN for the duration of the Agreement.
The VPN shall allow the Contractor to connect to all fire stations that are a.
equipped with the First-In Fire Station Alerting (First-In) equipment. The
VPN must be operating and the City must allow the Contractor to test the VPN
prior to the commencement of this Agreement. 4
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C. Ensure that the Westnet monitor computer in the Dispatch Center has 24/7
access to the VPN and to all City fire stations. The City will return the E
Westnet monitor computer, if provided, to the Contractor at the conclusion of
this Agreement and any additional extensions. Q
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D. Provide the make and model number of the fire station radio that First-In will to
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be connected to for the source of dispatch audio. If there are any o
connections to this radio other than the outside antenna and the power source, o
the City will provide a diagram showing the method of connection, connector
pins used, signals obtained from the radio and signals sent to the radio by m
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the fire station equipment. w
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E. 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. °�
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F. Provide the Contractor with either code-access to the stations or an escort
that is available 24/7 and within one (1) hour's of notice of an on-site visit.
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G. Provide the make and model number of fire station amplifier, type of
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connectors used by fire alerting input, input impedance and the necessary c
audio level to drive station amplifier. (D
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H. 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. y,
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I. Ensure that the MCU at each station is at all times plugged into a properly
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operating on-line fulltime UPS.
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J. Ensure that the MCU at each station is at all times plugged into the First-In y
Radio isolation Unit. The Contractor will exclude from this Agreement the
repair of any equipment not properly connected to the Radio Isolation Unit.
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K. Ensure that the radio antenna and lightning arrestor is installed, is d
installed per current engineering standards and that all lightning protection o
equipment is connected to a 5-ohm earth ground by a #6 or larger cable not
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exceeding eight (8) feet in length between the 5-ohm earth ground and the
protected equipment. y
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L. Notify the Contractor of any change in any equipment connected to the fire 'S0)
station System.
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7. Service Exclusions and Conditions =
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A. This Agreement may exclude: 06
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1. Service made necessary by accident, misuse, abuse, neglect, E
water damage, or maintenance conducted by unauthorized
person(s) at the direction of the City;
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2. Installation, repair or replacement of other systems of )
which the System may be a part, but which is specifically not a p
Westnet product or a product installed by Westnet as part of r_
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the System;
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3. Service of product on which the Westnet or First-In label W
or logo, rating label or serial number have been defaced or
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removed; and
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4. Problems directly associated with systems connected to the
System (e.g. , radio, network, CAD, public address) and not M
related to the System.
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If an issue is determined to be excluded from this Agreement,
the Contractor may charge the City for labor costs after three c
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(3) technical support calls or two (2) on-site visits with
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respect to the issue. This provision does not eliminate the c
requirement for a written amendment for any additional work
outside the scope of work in this Agreement.
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