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HomeMy WebLinkAboutC-8583-1 - Purchase Agreement for One (1) Automated Fire Station Alerting SystemQ3 M dJ %./) AMENDMENT NO. ONE TO to PURCHASE AGREEMENT V WITH US DIGITAL DESIGNS, INC FOR ONE (1) AUTOMATED FIRE STATION ALERTING SYSTEM THIS AMENDMENT NO. ONE TO PURCHASE AGREEMENT ("Amendment No. One") is made and entered into as of this 1 st day of April, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and US DIGITAL DESIGNS, INC, an Arizona corporation ("Contractor"), whose address is 1835 East Sixth Street, Suite 27, Tempe, Arizona 85281, and is made with reference to the following: RECITALS A. On February 12, 2019, City and Contractor entered into a Purchase Agreement ("Agreement") to engage Contractor to provide one (1) G2 automated fire station alerting system for the Corona del Mar Fire Station Number 5, and the requisite training therefor, as detailed in the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit "A" ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services and Schedule of Billing Rates, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONTRACTOR Exhibit A to the Agreement shall be supplemented to include the Scope of Services and Schedule of Billing Rates, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and Exhibit "A" and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Sixteen Thousand Six Hundred Nineteen Dollars and 89/100 ($116,619.89), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subcontractor fees, in an amount not to exceed One Thousand Six Hundred Six Dollars and 50/100 ($1,606.50). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] US DIGITAL DESIGNS, INC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: If/ j 11oIq By�Awd�- i:,r •,Aaron C. Harp City Attorney ATTEST: Date: By: Leila I. Brqlvn City Clerk Attachments: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Gr K. Leung Ci Manager CONTRACTOR: US DIGITAL DESIGNS, INC, an Arizona corporation Date: Signed in Counterpart By: Todd Smith President Date: Signed in Counterpart By: Dominic Magnoni Chief Executive Officer/Chief Financial Officer [END OF SIGNATURES] Exhibit A — Scope of Services and Schedule of Billing Rates US DIGITAL DESIGNS, INC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ct/IT /Zoll CITY OF NEWPORT BEACH, a California municipal corporation Date: Ely: �l,/_.y;/ ' P/'fit.t 4ww4: By: rOf Aaron C. Harp Grace K. Leung City Attorney City Manager ATTEST: CONTRACTOR: US DIGITAL DESIGNS, Date: INC, an Arizona corporation Date: o3APA-L l i By: _i By: / '�j� le+ 1 Leilani I. Brown Todd Smith City Clerk President Date: /1 0747RZ"19 A By: inic Magnoni Chief Executive Ticer/Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates US DIGITAL DESIGNS, INC Page 3 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES US DIGITAL DESIGNS, INC Page A-1 US DIGITAL DESIGnS Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to'. Newport Beach, California Newport Beach Fire Department Project G2 Fire Station Alerting System Component Quote Proposal number: CA-NEWP003 Revision # 2 [Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) and available to members of National Purchase Partners, LLC chat FimRescueGPO, dba Public Safety GPO, doe Law Enforcement GPO and dba NPPGov- more information available at https://nppgov.wmtmntracUus-digital- designs] City of Newport Beach, CA is already Member # M- 5691693; Newport Beach Fire Department is already Member# M-6701952 Quote Date: 22 -Mar -2019 Quote Expires: 20 -Jun -2019 INSTALLATION BY: Installation is not Assumed or Included by USDD By: Erik Hanson (mek) Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1739 direct 480-290-7892 fax ehanson@usdd.com [This Proposal is subject to corrections due to Errors or Omissions] PROPRIETARYand CONFIDENTIAL TITLE Pagel of7 US DIGITAL DESIGns 1835 E'Sixth St Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290- 7892 fax Quote SUBMITTED TO: Newport Beach, California Newport Beach Fire Department STATION -LEVEL QUOTE DATE: 3/22/19 Expires: 6/20/19 STATION SYSTEM LICENSES IMa unit I Mer I one Description Pat No. US List Unil Qt1OTE1MT QUOTEEXT orearpter, SL1 Ea USDD 0 G2 VOICEALERT- Single Station Uceme. VA $ 1,030.00 $ 927.00 $ ATX $ 21,75DOO $ 19,576.00 $ G2 MOBILE FSAS APP - Single Device License. Up Kit USDD 0 G2 EXPANSION KIT -Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.60 $ to 24 Licenses -Per -ATX are offered at $0.00 cost each Kit USDD 0 Rack Mount Ears for ATX or EXP ATX -E SL2 EaNr USDD 0 as long as system is currently under warranty or elected G2 -APP -DLI $ 100.00 $ 97.20 N/A - Included ATX -P $ 54.00 E 48.60 $ recurring annual support coverage. Sea Mobile Section Ea. TBD 0 ATX UPS, Standard UPS -STD $ 923.00 E 830.70 E for more detail, Ea neo 0 Shelf/Bracket. Wall -Mount for UPS UPS-WMB STATION SYSTEM CONTROLLER PERIPHERAL COMPONENTS Wrm unit I Mh Item un" I in, I car orearpter, Put No. USList Und QUOTEINT QUOTE Orr SC1 Kit USDD 0 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Am stones available. ATX $ 21,75DOO $ 19,576.00 $ SC2 Kit USDD 0 G2 EXPANSION KIT -Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.60 $ SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX -E $ 54.00 $ 48.60 $ - SC4 Kit USED 0 Base Plate for ATX or EXP ATX -P $ 54.00 E 48.60 $ SC5 Ea. TBD 0 ATX UPS, Standard UPS -STD $ 923.00 E 830.70 E SC6 Ea neo 0 Shelf/Bracket. Wall -Mount for UPS UPS-WMB $ 57.00 E 51.30 E - STATION SYSTEM PERIPHERAL COMPONENTS Wrm unit I Mh descriptive Par N. us List Unit QUOTE UNI! QUOTE EXT SP1a Ea Area 0 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ - SPtb Ea Ades 0 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP -S $ 66.00 $ 59.40 $ - SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 $ 652.50 $ SP3a Ea USDD T G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.60 SP3b Ea usOD 0 Flat Panel Monitor / Smart HDTV 40-03" (Electrical Outiet/Provision By Others; C.E.C. control Subject to TV ability) FP43 $ 1,377.57 $ 1,239.81 $ - SP3c Ea USDD 0 IFlat Panel / TV Mount- Universal 23"46" Tilt FPM -7 $ 107.86 $ 97.07 $ SP4 Ea USDD 0 G2 NO REMOTE Module w/ 8 In & B Out IOR $ 1,275.00 $ 1,147.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black) PB -B S 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 1 Push Button, Emergency (Red) PB -R $ 110.00 $ 99.00 $ 99.00 SP7 Ea USDD 0 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $ 1,275.00 $ 1,147.60 $ SP9a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12_' Active Screen Width/ Turn Out. Timing ONLY MS49-M $ 915.00 $ 823.60 $ PROPRIETARY and LONFIDENTML STATION 01 SYSTEM Page 2 or7 SP91g Ea Usoo 0 G2 MESSAGE SIGN (Digital LED) STANDARD Il $ 1,050.00 $ 946.00 $ GammaSign / 24" Active Screen Width SPEC Ea usoo 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS -G -E $ 1,575.00 $ 1,417.50 $ MS -G Adapter Plate, SINGLE. VESA too, nms 1 M SP9d Ea USDD 0 S ul-J toady standard mount In VESA 100 hole panerns MS -APS $ 38D0 $ 34.20 $ (mount n.0 mdWded) MS -G Adapter Plate, DOUBLE, VESA too, mm. (2) Ms SP9e Ea USDD 0 G -Sbr-J to any standard mount win VESA 100 hole patterns MS -AP -D $ 49.00 $ 44.10 $ (mount not included) MS-GHanger Kit. Hangs single or double (back -to-back) SPIN Ea USDD 0 Message Signs (Gamma Version) from Ceiling. Includesbom MS -HK $ 73.00 $ 65.70 $ suspended ceiling T -ser Scissor GI'ms and Hard,Pad Flange Mount, SP 11 Ea usoo 0 MS Mount- Articulating, Long reach MS -MNL -ART-.$ 287.00 $ 258.30 $ P12a Ea usoo 0 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.60 $ SP12c Ea USDD 0 RR2 Adpaler Plate, for Retrofit in RR Wail Cavity RR2-AP $ 46.00 $ 41.40 $ RR2 Surface Mount Box, for SURFACE MOUNT SP12d Ea usoo 0 (hard wall) installation. Three (3) 3/4" conduit knock-jRR2-SMB$ 17500 $ 157.50 $ outs.SP15 Ea USDD 0 G2 SPEAKER - LED Illuminated- FLUSH Mount, $ 325.00 $ 292.50 $ SPi6 Ea USDD 0 G2 SPEAKER- LED Illuminated -SURFACE $ 325.00 $ 292.50 $ Mount (Metal Bax), 7Ov G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high SP17a Ea usoo 0 Vocal Intelligibility in large open indoor areas and SPK -OAS $ 815.00 E 713.b0 E with High -Intensity, LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for paver/signal/contrd) SPK-OAS/OmniStrobe Mounting Bracket / BEAM SP17b Ea usoo 0 FLANGE CLIP -for mounting directly onto an SPK -OAS -BFC $ 13.00 $ 11.70 $ exposed (1/8-14") I -Beam SPK-OAS/OmniStni Mounting Bracket /DROP SP17c Ea USDD 0 CEILING BRACKET- for mounting directly to T -Bar SPK -OAS -DCB $ 48.00 $ 43.20 $ - in Suspended Ceiling SPK-OAS/OmniStrobe Mounting Bracket/ SP17d Ea USDD 0 SURFACE MOUNT- for mounting directly to hard SPK -OAS -SMB $ 4200. $ 37.80 $ - ceiling SP18a Ea Sued 0 ISPEAKER - STANDARD, FLUSH Mount, 70v SPK -STD -FM $ 85.00 $ 76.50 $ SP18b Ea Seen 0 SPEAKER - STANDARD, SURFACE Mount (Metal SPK -STD -SM $ 85.00 $ 76.50 $' Box), 70v SP19 Ea Sogd 0 SPEAKER - APP BAY/OUTDOOR - Weatherized. SPK -W -SM $ 310.00 $ 279.00 $ Surface Mount, 70v SP20 Ea TIC Q Transformer, Bohm to 70V, External XFMR $ 53,00 $ 47.70 E - SP21 Ea USDD 0 G2 Strobe Light/ Red LED STR $ 550.00 $ 496.00 $ SP22 Ea USOD Q Miscellaneous MISC $ - $ $ - STATION SYSTEM SERVICES Nnt1 Did,wI CRY I Description Parr No. I US List UnitCagTE9 WOTE E%T SS9 Ea usoo I I Cost of CG2010 Endorsement to Liability MISC $ 555.551$ 600.00 $ 500.00 nsurance PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 3 "i STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Item Unit I Mfr I Igsi I Description Part No. US List Unit QUOTE UNIT QUOTE EXT [STANDARD] let YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 145.1925 but No SWl YR USDD 1.5 5:00 PM MST) PLEASE NOTE: An additional RS-IYR-STD $ 107.55 $ 96.80 Charge For Initial Warranty Period / months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional Not Included in cost so all stations can be installed and enjoy same Subtotals warranty/support start/stop dates) (STANDARD] EACH ADDITIONAL YEAR (12 - Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / SW2 YR USDD 0.0 Remote Access Support(8:00 AM -5:00 PM MST) RS-AYRSTD $ 107.55 $ 96.80 $ IF OUANTITY'0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD & Support: $ eous (if applicable) $ SUBTOTAL: $ 1,606.50 This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and 8 so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. Romer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Ale Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support eemenls subject to change if system design is modified, For additional details, please review current USDD Warranty Statement and Service Bement. USDD cannot warrant net support any system configuration that deviates from this specific proposal's documented station system design file nicer. USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USED carrot warrant nor support any system installed by G2 Trained & Canned Installation technician (installer). If customer intends to Us this system into any 3rd -party system or devices, USDD be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, ormance and reliability expectations. FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The rice and suport includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more 'oration concerning the service and support provided by USDD. USDD Cannot warrant nor support any system not using USDD-approved UPS Battery put. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (!retailer). If customer intends to tie system into any 3rd -party system or devices, USED will be unable to warrant or support the sytem until webe had a chance to review documented ineeding assumptions and approve system integrity, performance and reliability expectations. : 1111.141clll Jcnn hl dropo al, ,, capitation b SOD r �t uo [ a ctD = s r _' ar 02 Se„ use lhe.e 1,a T,ss on critical yste i USDD can crllr narrent and r,:o rt 3/creme in.stallad by 32 Trained and Cerldetl Conlracicrs 03 - USDD pan source, salify, train And sari fy _�, al danced Regional oubrar-awrs'nTpra needed 04 -Installation warrented c, mslalladed, :onmd trr - 32 =SAS ,von -,d ed, aervlcdd anp supported o➢ USDD 05-llnless specteally 7e(a:Iad in:his oraposa[, inSTaIIat on'o be per fprred JUnng rein, aI worhmg roars 06 'Unless epeatioellv J'Anded IT 1111, sopdeeI n_ _e t gees r Iri ennl ;hargea rase oven .ncluded Ll; Unl s. speudcally J la l d n N¢ ]:Or 1 c r -_-nal nr r.retliallpn pee poor- pa -rued .r nclodad " Iss specticall, rr r t []cIi,f cJ,dg .]fq a, pcdce'rilLe Sidi have ee 3ssumedinclud,.d]-'ldgetyT n',h, pCppon PROPRIETARY and CONFIDENT WL STATION 01 SYSTEM Page 4 uf7 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others 11 If applicable, Gas Control Shutoff Valve Addendum (lo USDD antl Installation contractor) must be signed prior to installation. 12 All electrical power, including (but not limited to) raceway,condwt, backboxes, service panels, high voltage wiring and fixtures by others. 13 All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USED cannot warrant nor support any ownerfurbished (3rdParty)system or component we are required to Integrate with USOD cannot warrant nor suppprl any system or component It has not proofed engineering for and has not specifically authorized for use wdhin public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USED shall render this limited warranty null, void and of no further effect PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 5 m`7 US DIGITAL DESIGns 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax Quote SUBMITTED TO: Newport Beach, California Newport Beach Fire Department CA-NEWP003 v2 Section Totals QUOTE DATE: 3/22/19 Expires: 6/20/19 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] STATION -LEVEL SUBTOTAL 1,606.50 Includes: GS FSAS COMPONENTS SYSTEM: $ 1,606.50 GS FSAS COMPONENTS WARRANTY 8 SUPPORT: $ _ GS FSAS COMPONENTS MISC.: $ - US Digital Designs System Total $ 11606.50 This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to cuslomerwhile under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Wan inty Statement end Service Agreement PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 ,�t 7 STANDARD TERMS AND CONDITIONS OF SALE (Contract Sales) TERMS OF SALE PER CONTRACT #C-8583-1 DATED FEBRUARY 12, 2019 BETWEEN USDD and CITY OF NEWPORT BEACH THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. PROPRIETARY and CONFIDENTIAL RESELLER T&C Page 7 of 7 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 2/20/19 Dept./Contact Received From: Angela Date Completed: 3/4/19 Sent to: Angela By: Jan Company/Person required to have certificate: US Digital Design, Inc. Type of contract: Other 1. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3/20/18 — 3/20/19 A. INSURANCE COMPANY: Admiral Insurance B. AM BEST RATING (A-: VII or greater): A+/ XV INSURANCE COMPANY: Admiral Insurance C. ADMITTED Company (Must be California Admitted): B. Is Company admitted in California? ❑ Yes N No D. LIMITS (Must be $1M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does N No D. not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $2M min for Waste Haulers): What is limits provided? COMPLETED OPERATIONS ENDORSEMENT (completed E Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City (What is limits provided?) its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be ❑ No G. included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured H. HIRED AND NON -OWNED AUTO ONLY: is not limited solely by their negligence) Does endorsement N Yes ❑ No include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3/20/18 — 3/20/19 A. INSURANCE COMPANY: Admiral Insurance B. AM BEST RATING (A-: VII or greater) A+/ XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑ Yes N No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (If individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A ❑ Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A ❑ Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A N Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/18-7/1/19 A. INSURANCE COMPANY: New Hampshire Insurance Company B. AM BEST RATING (A-: VII or greater): A /XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $2,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY ® N/A [I Yes El No ® N/A EJ Yes ElNo VI BUILDERS RISK N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? A Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 3/4/19 Date RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management iver: approved use of non -admitted General Liability carrier. Approved: Risk Management * Subject to the terms of the contract. Date PURCHASE AGREEMENT WITH US DIGITAL DESIGNS, INC. FOR ONE (1) AUTOMATED FIRE STATION ALERTING SYSTEM THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 12th day of February, 2019 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and US DIGITAL DESIGNS, INC., an Arizona corporation ("Contractor"), whose principal place of business is 1835 East Sixth Street, Suite 27, Tempe, Arizona 85281, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide one (1) G2 automated fire station alerting system for the Corona del Mar Fire Station Number 5, and the requisite training therefor, as detailed in the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit "A" ("Project'). C. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. D. Contractor is an engineering and product development company specializing in the design and manufacturing of fire station alerting system hardware and software and is awarded this Agreement via the National Purchasing Partners, LLC ("NPPGov") Contract Number VH11614, of which the City is a member (# M- 5691693); and the Newport Beach Fire Department ("NBFD") is a Member (# M- 5701952). NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 1.1 Contractor shall provide all tangible items and perform all the services described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used under reasonably competent practitioners of the same discipline under similar circumstances and that all materials will be of good quality. 1.2 Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 1.3 In consideration of the payment of the purchase price and subject to all the terms and conditions hereof, Contractor shall provide one (1) G2 automated fire station alerting system for the Corona del Mar Fire Station Number 5 (hereinafter referred to as "Products"), as listed and set forth in the Scope of Work attached hereto as Exhibit "A" and incorporated in full by this reference. 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project delivery and acceptance testing within the time set forth in Exhibit "A". The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 18 below. 2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 18 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until December 31, 2019, whichever occurs first. 4. COMPENSATION 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and Exhibit "A" and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Fifteen Thousand Thirteen Dollars and 39/100 ($115,013.39), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who US Digital Designs, Inc. Page 2 performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit "A". 4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its dates of installation training for the purpose of City to perform the installation of the Products. All costs and expenses related to the site preparation shall be at the sole expense of City. 4.6 Extra Work. Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit "A", and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit "A". 5. TAXES The amount of any sales, use, occupancy, excise, or other tax, federal, state, or local which Contractor shall be obligated legally to pay on behalf of the City with respect to the products and services to be provided under this contract, shall be paid by City in addition to all other sums due hereunder. 6. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. Contractor has designated Todd Scher to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. 7. ADMINISTRATION This Agreement will be administered by the Newport Beach Fire Department. City's Information Technology Supervisor or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. US Digital Designs, Inc. Page 3 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. 8.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Contractor' or any subcontractor or supplier selected by the Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council. Boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liability, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, and Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers. Agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them); (2) use of improper materials in performing this Project including, without limitation, defects in workmanship or materials and/or design defects; and/or (3) any US Digital Designs, Inc. Page 4 and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. Contractor's liability in this Subsection shall be limited to the maximum amount of its insurance coverage for claims arising out non -negligent and non -intentional acts performed under this Agreement. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers or employees. 9.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or unintentional violation of the intellectual property rights of any third party with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's deliverables provided under this Agreement. 9.5 Contractor shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the system installation period. Contractor shall be liable for any private or public property damaged during the performance of the Project work. 9.6 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 9.3 above. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees, nor any of its subcontractors, are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. US Digital Designs, Inc. Page 5 12. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 13. SUBCONTRACTING The subcontractors authorized by City, if any, to perform work on this Project are identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 14. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 15. CONFLICTS OF INTEREST 15.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seg., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 15.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. US Digital Designs, Inc. Page 6 16. NOTICES 16.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attention: Fire Chief Newport Beach Fire Department 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 16.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Dominic Magnoni US Digital Designs, Inc. 1835 East Sixth Street, Suite 27 Tempe, AZ 85281 17. TERMINATION 17.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) calendar days, or if more than five (5) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 17.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for services satisfactorily performed and costs incurred in the performance of such services up to the effective date of termination for which Contractor has not previously been paid. In the event of termination under this Section, City shall also pay Contractor for all Products, associated materials, and hardware delivered to City site under this Agreement that City deems usable. 18. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project site(s), has become familiar with the local conditions under which the work US Digital Designs, Inc. Page 7 is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. 19. WARRANTY Contractor warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "A". The terms of the warranty between Contractor and City for the Project hereunder is attached hereto and incorporated herein by this reference as Exhibit "C." 20. INTELLECTUAL PROPERTY 20.1 City agrees and acknowledges that Contractor owns all rights, title, and interest in and to the Intellectual Property (as defined below). City agrees to not remove, obscure, or alter Contractor's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Contractor's Product (as defined below). Nothing herein shall be deemed to give, transfer, or convey to City any rights in the Intellectual Property other than the License, as set forth below. 20.2 License. At all times that City is in compliance with the terms of this contract and all other agreements between the parties, City shall have a non-exclusive, non- transferable, fully paid license to use the Software, but only in conjunction with the Hardware provided by Contractor and only in conjunction with City's fire station alerting system pursuant to the terms of this contract. 20.3 Definitions. For purposes of this Section the following terms shall have the following definitions: 20.3.1 "Intellectual Property " means any and all rights of Contractor related to Contractor's Product existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. 20.3.2 "Contractor's Product" means any and all Hardware and Software provided to City by Contractor under this contract or any other contract, purchase order, or arrangement. 20.3.3 "Hardware" means a physically tangible electro -mechanical system or sub -system and associated documentation but specifically excludes any televisions or monitors manufactured by a third party. 20.3.4 "Software" means software programs, including embedded software, firmware, executable code, linkable object code, and source code, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this contract. US Digital Designs, Inc. Page 8 21. REPRESENTATIONS 21.1 Non -infringement. Contractor represents that to the best of its knowledge the technology embodied in the products sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective Date. 21.2 Authority. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement or the rights, duties and obligations of the parties hereunder; and (c) that the execution, delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court order under which such party is a party or may be bound or affected by or which may affect the rights, duties and obligations hereunder. 21.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 22. CONFIDENTIAL INFORMATION. 22.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 22.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 22.3 Right to Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. US Digital Designs, Inc. Page 9 Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 23. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 24. STANDARD PROVISIONS 24.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 24.2 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 24.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 24.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 24.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 24.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 24.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 24.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 24.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement US Digital Designs, Inc. Page 10 shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 24.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 24.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 24.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] US Digital Designs, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY' OFFICE Date: tI Zp By: r -or'. Aaron C. Harp a1s%j�l City Attorney ATTEST:3 � `A Date: / By: _Wjij. Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date:—a - ZOJ 19 By: GraPanager eung City CONTRACTOR: US DIGITAL DESIGNS, INC., an Arizona corporation Date: HF66.Io4 Y Todd Smith President Date: O I r By. D&ninic Magnoni Chie Executive Offi er /Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A – Scope of Services and Schedule of Billing Rates Exhibit B – Insurance Requirements Exhibit C – Warranty US Digital Designs, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES US Digital Designs, Inc. Page A-1 US DIGITAL DESIGnS Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to: Newport Beach, California Newport Beach Fire Department Project: G2 Fire Station Alerting System One (1) Dispatch System & One (1) Station System Proposal number: CA_N EW P002 Revision # 3 [Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) and available to members of National Purchase Partners, LLC dba FireRescueGPO, dba Public Safety GPO, dba Law Enforcement GPO and dba NPPGov - more information available at ht[ps://nppgov.com/contractlus-digital- designs] City of Newport Beach, CA is already Member # M- 5691693; Newport Beach Fire Department is already Member # M-5701952 Quote Date: 24 -Jan -2019 Quote Expires: 24 -Apr -2019 FOR FINAL INSTALLATION CONTACT: Installation is not Assumed or Included by USDD TBD By: Luke Eddington Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 480-309-7976 direct 480-290-7892 fax leddington@usdd.com [This Proposal is subject to corrections due to Errors or Omissions] PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 16 US DIGITAL DESIGns 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax Quote SUBMITTED TO: Newport Beach, California Newport Beach Fire Department CA NEWP002 A DISPATCH -LEVEL QUOTE DATE: 1/24/2019 Expires: 4/24/2019 PRIMARY DISPATCH G2 FSA SYSTEM Dispatch center costs typically only need to be assumed once per dispatching agency, no matter how many stations are dispatched (unless redundant centers or further modifications are needed). DISPATCH SYSTEM INTERFACES Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT QUOTE EXT Radio System Interface (Full Console G2 Communications Gateway Pair D11 LOT USDD 0 Interface - Requires (owner -furbished) RSI -P $ 13,650.00 $ 12,285.00 $ - $ 8,325.00 dedicated console, specifically and each solely tasked for Station Alerting) G2 Communications Gateway Pair D12 LOT USDD 0 Additional Radio Channel ARC $ 4,225.00 $ 3,802.50 $ $ CAD Interface - Keystone (USDD- each D13 LOT CAD 1 side Only - Customer responsibility to CADI-P $ 11,950.00 $ 10,755.00 $ 10,755.00 DC2 Kit USDD discuss CAD -side costs (if any) with Ports Total) to support additional MPE-8 $ 1,175.00 $ 1,057.50 $ 1,057.50 their vendor) networks DISPATCH SYSTEM COMPONENTS Rem Unit Mlr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT G2 Communications Gateway Pair DC1 a PR USDD 1 (Hardware for CAD interface) 2@2RU G2 -GW $ 9,250.00 $ 8,325.00 $ 8,325.00 each G2 Communications Gateway Pair DC1 b PR USDD 0 (Hardware for CAD interface) 2@1 RU G2 -GW $ 7,220.00 $ 6,498.00 $ each Multi -Port Ethernet Interface Pair (8 DC2 Kit USDD 1 Ports Total) to support additional MPE-8 $ 1,175.00 $ 1,057.50 $ 1,057.50 networks DC3a Kit USDD 0 G2 Gateway Audio Radio Interface GaRi-RM $ 2,075.00 $ 1,867.50 $ - (GaRi) - Rack Mount DC3b Kit USDD 1 G2 Gateway Audio Radio Interface GaRi-FM $ 2,075.00 $ 1,867.50 $ 1,867.50 (GaRi) - Flange Mount DC4 Kit USDD 0 G2 Gateway Audio Serial Interface GaSi $ 1,440.00 $ 1,296.00 $ - (GaSi) DC5 Kit USDD 0 G2 HDTV REMOTE Module (TV & TVR $ 975.00 $ 877.50 $ Electrical Outlet by Others) DC6 Kit I USDD 1 0 G2 Light Tower Interface LTI $ 575.001$ 517.50 1 $ PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH CENTER Page 2 .,t 16 DISPATCH SYSTEM SERVICES Item Unit Wr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT DS1 HR USDDGateway 50 Configuration & GW -CM $ 310.00 $ 279.00 $ 13,950.00 Modifications DS2 LOT USDD 0 Radio System Interface Modification RSI -CM $ 4,225.00 $ 3,802.50 $ DS3 LOT USDD 1 Gateway Implementation GW-ISU $ 6,425.00 $ 5,782.50 $ 5,782.50 Supervision, Set-up and Start-up DS4 LOT USDD 1 Gateway Project Management GW -PM $ 337.50 $ 303.75 $ 303.75 Training - System Administrator / DS5a LOT USDD 1 Dispatch Supervisor - On -Site (4 TRA -DIS -O $ 4,025.00 $ 3,622.50 $ 3,622.50 Hours) Training - System Administrator / DS5b LOT USDD 0 Dispatch Supervisor - Remote TRA -DIS -R $ 1,200.00 $ 1,080.00 $ - Refresh (4 Hours) Training - Station -Level DS6a LOT USDD 1 Configuration and Equipment TRA -STA -0 $ 4,025.00 $ 3,622.50 $ 3,622.50 Usage - On -Site (4 Hours) Training - Station -Level DS6b LOT USDD 0 Configuration and Equipment TRA -STA -R $ 1,200.00 $ 1,080.00 $ - Usage - Remote Refresh (4 Hours) Technical Training - for Installation Contractor - On -Site / USDD G2 DS7a LOT USDD 1 Certification / 8 Hours (TBD - only TRA -IC -O $ 5,325.00 $ 4,792.50 $ 4,792.50 needed if required to use non -certified contractor) Training - Installation Contractor - At Arizona Training Center/ USDD DS7b LOT USDD 0 G2 Certification / 8 Hours (TBD - only TRA -IC -AZ $ 2,725.00 $ 2,452.50 $ needed if required to use non -certified contractor) Management Meeting with Customer / DS8a HR USDD 0 at USDD Tempe, AZ location (per MTG-MGT-U $ 244.00 $ 219.60 $ Hour / Per Person) Management Meeting with Customer / DS8b LOT USDD 0 at Customer Site (above per hour/per MTG-MGT-C $ - $ - $ person cost + required travel and accomodation) DS9 LOT USDD Q 1 Misc Option 1 $ - $ $ DS10 I LOT I USDD 1 Q IMisc Option 2 1 $ $ - is PRIMARY DISPATCH G2 FSA SYSTEM System Total: $ 54,078.75 Shipping Total: $ 126.00 System Subtotal $ 54,204.75 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH CENTER Page 3,1 16 PRIMARY DISPATCH WARRANTY & SUPPORT INCLUDES G2 MOBILE SMART -PHONE ALERTING APPS & USDD-HOSTED MAPPING SERVICES (if available). Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement DISPATCH -LEVEL WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Rem Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 2970.675 but No 5:00 PM MST) PLEASE NOTE: An Charge For Initial 17 HR USED 1.5 additional 6 months (for total of 18 RS-IYR-STD $ 2,200.50 $1,980.45 Warranty Period / months/1.5 years) of initial warranty Not Included in has been offered by USDD for no Subtotals additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) [STANDARD] EACH ADDITIONAL YEAR (12 -Months) WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / 18 LOT USDD 0.0 Remote Access Support (8:00 AM - RS -AYR -STD $ 2,200.50 $ 1,980.45 $ 5:00 PM MST) IF QUANTITY'0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD INDIVIDUAL DISPATCH SYSTEMS TOTALS PRIMARY DISPATCH G2 FSA SYSTEM TOTAL: $ 54,204.75 PRIMARY DISPATCH MOBILE APP SERVICE TOTAL: $ - PRIMARY DISPATCH MAPPING SERVICE TOTAL: $ - CIV I1MM UIW-A I1.r1-LtV tL 3Ub I U I ALJ (NUVV INULUUINU WAFTMAN I Y, UP I IUNAL SUF F UH I& I AX AS WILL) ALL DISPATCH -LEVEL SYSTEMS SUBTOTAL: $ 54,078.75 ALL DISPATCH -LEVEL SHIPPING SUBTOTAL: $ 126.00 ALL DISPATCH -LEVEL WARRANTY & SUPPORT: $ - ALL DISPATCH -LEVEL MISCELLANEOUS. (if applicable): $ - PRIMARY DISPATCH -LEVEL GRAND TOTAL: $54 204.75 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH CENTER Page 4,,t 16 (SEE 'SECTION TOTALS' PAGE FOR EVEN MORE DETAIL) PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH CENTER Page 5 of 16 US DIGITAL DESIGnS 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax Quote SUBMITTED TO: Newport Beach, California Newport Beach Fire Department NEEEES• CA NEWP002 v3 STATION -LEVEL QUOTE DATE: 1/24/2019 Expires: 4/24/2019 STATION 05 Based from USDD G2 Fire Station Alerting System Design Drawing #USDD.CA NEWP.FS05.FSA.2018.10.18.pdf STATION SYSTEM LICENSES Item Unit Mfr Oty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SC2 Kit USDD 1 G2 MOBILE FSAS APP - Single Device License. Up EXP $ 7,325.00 $ 6,592.50 $ 6,592.50 SC3 Kit USDD 0 to 24 Licenses -Per -ATX are offered at $0.00 cost each ATX -E $ 54.00 $ 48.60 $ - SL2 EaNr USDD 24 as long as system is currently under warranty or elected G2 -APP -DLI $ 108.00 $ 97.20 N/A - Included SC5 Ea TBD 2 recurring annual support coverage. See 'Mobile'Section UPS -STD $ 923.00 $ 830.70 $ 1,661.40 SC6 Ea TBD 2 for more detail. UPS-WMB $ 57.00 $ 51.30 $ 102.60 STATION SYSTEM CONTROLLER Item Unit Mfr Oty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 1 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ 6,592.50 SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX -E $ 54.00 $ 48.60 $ - SC4 Kit USDD 0 Base Plate for ATX or EXP ATX -P $ 54.00 $ 48.60 $ - SC5 Ea TBD 2 ATX UPS, Standard UPS -STD $ 923.00 $ 830.70 $ 1,661.40 SC6 Ea TBD 2 Shelf/Bracket, Wall -Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 102.60 STATION SYSTEM PERIPHERAL COMPONENTS Rem Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SP1a Ea Allas 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea Atlas 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP -S $ 66.00 $ 59.40 $ 59.40 SP2 Ea USDD 2 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 $ 652.50 $ 1,305.00 SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea USDD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP -43 $ 1,377.57 $ 1,239.81 $ SP3c Ea USDD 0 Flat Panel / TV Mount- Universal 23"-46" Tilt FPM -L1 $ 107.86 $ 97.07 $ SP4ZEaUSDD 0 G2 1/0 REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 $ 1,147.50 $ SP5 0 Push Button, Standard (Black) PB -B $ 110.00 $ 99.00 $ SP6 0 Push Button, Emergency (Red) PB -R $ 110.00 $ 99.00 $ SP7 0 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $ 1,275.00 $ 1,147.50 $ PROPRIETARY and CONFIDENTIAL STATION 05 SYSTEM Page 6 �,f 16 STATION SYSTEM SERVICES item Unit I Mfr G2 MESSAGE SIGN (Digital LED) MINI Description Part No. US List Unit QUOTE UNIT SP9a Ea USDD Q GammaSign / 12" Active Screen Width / Turn Out MS-G-M $ 915.00 $ 823.50 $ SS1 Ea USDD Timing ONLY authorized system design submission to G2 ST-INST $ 30,053.93 $ 27,048.53 SP9b Ea USDD 4 G2 MESSAGE SIGN (Digital LED) STANDARD MS-G-S $ 1,050.00 $ 945.00 $ 3,780.00 GammaSign / 24" Active Screen Width include in final turnkey project pricing) SP9c Ea USDD Q G2 MESSAGE SIGN (Digital LED) EXTENDED MS-G-E $ 1,575.00 $ 1,417.50 $ SS2 Ea USDD GammaSign / 36" Active Screen Width Legacy Equipment Not currently Assumed or ST-INST $ - $ - $ MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G- Included, nor is any related Remediation to Paint, SP9d Ea USDD Q S or-E) to any standard mount wilh VESA 100 hole patterns MS-AP-S $ 38.00 $ 34.20 $ - (mount not included) MS-G Adapter Plate, DOUBLE, VESA too, loins (2) MS- SP9e Ea USDD 2 G -S or-E to any standard mount with VESA 100 hole patterns MS-AP-D $ 49.00 $ 44.10 $ 88.20 (mount not included) MS-G Hanger Kit. Hangs single or double (back-lo-back) SP9f Ea USDD Q Message Signs (Gamma Version) from Ceiling. Includes both MS-HK $ 73.00 $ 65.70 $ - suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts, SP11 Ea USDD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 516.60 SP12a Ea USDD 6 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.50 $ 10,935.00 SP12c Ea USDD Q RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 $ 41.40 $ - RR2 Surface Mount Box, for SURFACE MOUNT SP12d Ea USDD Q (hard wall) installation. Three (3) 3/4" conduit knock- RR2-SMB $ 175.00 $ 157.50 $ - cuts. SP15 Ea USDD 17 GO SPEAKER - LED Illuminated - FLUSH Mount, SPK-LED-FM $ 325.00 $ 292.50 $ 4,972.50 SP16 Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE SPK-LED-SM $ 325.00 $ 292.50 $ - Mount (Metal Box), 70v G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high SP17a Ea USDD Q Vocal Intelligibility in large open indoor areas and SPK-OAS $ 815.00 $ 733.50 $ with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS/OmniStrobe Mounting Bracket / BEAM SP17b Ea USDD Q FLANGE CLIP- for mounting directly onto an SPK-OAS-BFC $ 13.00 $ 11.70 $ exposed (1/8-14") 1-Beam SPK-OAS/OmniStrobe Mounting Bracket /DROP SP17c Ea USDD Q CEILING BRACKET- for mounting directly to T-Bar SPK-OAS-DCB $ 48.00 $ 43.20 $ in Suspended Ceiling SPK-OAS/Omni Strobe Mounting Bracket / SP17d Ea USDD Q SURFACE MOUNT - for mounting directly to hard SPK-OAS-SMB $ 42.00 $ 37.80 $ - ceiling SP18aJEa Bogn 9 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 $ 76.50 $ 688.50 SP18bBogn Q SPEAKER - STANDARD, SURFACE Mount (Metal SPK-STD-SM $ 85.00 $ 76.50 $ - Box), 70v SP19 Bogn 6 SPEAKER - APP BAY/OUTDOOR - Weatherized, SPK-W-SM $ 310.00 $ 279.00 $ 1,674.00 Surface Mount, 70v TIC Q Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ - L USDD Q G2 Strobe Light / Red LED STIR $ 550.00 $ 495.00 $ USDD 1 Q IMisceiianeous MISC I $ is - $ STATION SYSTEM SERVICES item Unit I Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT Station Installation (Estimate Only - Pending final SS1 Ea USDD Q authorized system design submission to G2 ST-INST $ 30,053.93 $ 27,048.53 $ Trained/Certified Contractor for installation quote to include in final turnkey project pricing) Station Remediation (Removal and Disposal of SS2 Ea USDD Q Legacy Equipment Not currently Assumed or ST-INST $ - $ - $ Included, nor is any related Remediation to Paint, Drywall, etc.) PROPRIETARY and CONFIDENTIAL STATION 05 SYSTEM Page 7 �,i 16 SS3 Ea USDD 1 Station Configuration & Start -Up ST -SU $ 2,699.13 $ 2,429.22 $ 2,429.22 SS4 Ea USDD 1 Station Project Management ST -PM $ 1,821.45 $ 1,639.31 $ 1,639.31 SS5 Ea USDD 1 Station Engineering / Design Services ST -ES $ 607.15 $ 546.44 $ 546.44 SS6 Ea USDD 1 Station Documentation ST -DM $ 54.64 $ 49.18 $ 49.18 7376.8725 but No SW1 YR USDD Station Training - Configuration and Equipment. 5:00 PM MST) PLEASE NOTE: An additional 6 RS-IYR-STD $ 5,464.35 $ 4,917.92 SS7a Ea USDD 0 On -Site @ Station. 4 Hours, 1 Visit. (for Technical TRA -UT -O $ 4,025.00 $ 3,622.50 $ - Services Statff) warranty has been offered by USDD for no SS7b Ea USDD 0 Station Training - User/Technician / Remote TRA -UT -R $ 600.00 $ 540.00 $ Subtotals Refresh (2 Hours / Train -The -Trainer) enjoy same warranty/support start/stop dates) Training - Installation Contractor - On -Site / [STANDARD] EACH ADDITIONAL YEAR (12 - SSSa Ea USDD 0 USDD G2 Certification / 8 Hours / Train -The -Trainer TRA -IC -O $ 5,325.00 $ 4,792.50 $ (TBD - only needed if requied to use non -certified STATION SYSTEM (or Component): Telephone / SW2 YR USDD contractor) Remote Access Support (8:00 AM - 5:00 PM MST) RS -AYR -STD $ 5,464.35 $ 4,917.92 $ Training - Installation Contractor - At Arizona IF CUANTITY'0' THEN NO ADDITIONAL SS8b Ea USDD 0 Training Center / USDD G2 Certification / 4 Hours / TRA -IC -AZ $ 2,725.00 $ 2,452.50 $ Train -The -Trainer (TBD - only needed if required to BEYOND INITIAL WARRANTY PERIOD -91 use non -certified contractor) ISS Ea I USDD 1 0 Miscellaneous/TBD MISC $ $ $ STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Item Unit Mfr city Description Part No. US List Unit QUOTE UNIT QUOTE EXT [STANDARD] tat YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 7376.8725 but No SW1 YR USDD 1.5 5:00 PM MST) PLEASE NOTE: An additional 6 RS-IYR-STD $ 5,464.35 $ 4,917.92 Charge For Initial Warranty Period / months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no Not Included in additional cost so all stations can be installed and Subtotals enjoy same warranty/support start/stop dates) [STANDARD] EACH ADDITIONAL YEAR (12 - Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / SW2 YR USDD 0.0 Remote Access Support (8:00 AM - 5:00 PM MST) RS -AYR -STD $ 5,464.35 $ 4,917.92 $ IF CUANTITY'0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD STATION 05 System: $ 59,307.64 Shipping: $ 1,501.00 Warranty & Support: $ - Miscellaneous (if applicable) $ - STATION SUBTOTAL: $ 60,808.64 Warrant Y & Support Notes: .- v ner must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements t to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement PROPRIETARY and CONFIDENTIAL STATION 05 SYSTEM Page 8 of 16 Station System Installation Notes: 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 03 - USDD can source, quality, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USED. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07- Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08- Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 09 - USED FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 10- Structural backing for system devices and other millwork (not specifically detailed) by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway,conduil, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USED cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect PROPRIETARY and CONFIDENTIAL STATION 05 SYSTEM Page 9 of 16 US DIGITAL DESIGns 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax Quote SUBMITTED TO: Newport Beach, California Newport Beach Fire Department REFPROPOSAL CA NEWP002 v3 Section Totals QUOTE DATE: ###### Expires: ###### SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] DISPATCH -LEVEL SUBTOTAL $ 54,204.75 Includes: PRIMARY DISPATCH G2 FSA SYSTEM: $ 54,204.75 PRIMARY DISPATCH MOBILE APP SERVICE: $ _ PRIMARY DISPATCH MAPPING SERVICE: $ _ PRIMARY DISPATCH WARRANTY & SUPPORT: $ _ PRIMARY DISPATCH G2 FSA SYSTEM MISC: $ _ STATION -LEVEL SUBTOTAL $ 60,808.64 Includes: STATION 05 SYSTEM: $ 60,808.64 STATION 05 WARRANTY & SUPPORT: $ _ STATION 05 MISC.: $ - Notes: One (1) Station System & One (1) Dispatch Center System (Primary) - No Back- Up/Disaster-Recovery Systems have been requested nor included in this proposal. US Digital Designs System Total $ 115,013.39 (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 14 of 16 EXHIBIT B INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this US Digital Designs, Inc. Page B-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions.- A. rovisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial US Digital Designs, Inc. Page B-2 additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. US Digital Designs, Inc. Page B-3 EXHIBIT C WARRANTY US Digital Designs, Inc. Page C-1 US DIGITAL DESIGns NEW SYSTEM WARRANTY 1. Warranty. Subject to the terms, conditions and limitations contained herein, US Digital Designs, Inc. ("USDD") warrants that the products purchased pursuant to the Purchase Agreement entered into between USDD and the City of Newport Beach ("Purchase Agreement") and described in Quote #CA_NEWP002-Qv3 — IDispatch I Station(2019.Jan I 4).pdf, for the Phoenix G2 Fire Station Alerting System ("System) and integrated into the System shall not contain any material defects and shall function in material conformity with the descriptions and specifications set forth in the Purchase Agreement for a period of 18 months from the date of the initial shipment of Products from USDD's warehouse ("Warranty Period"). 2. Hardware Defects. If a Hardware defect arises and a valid claim is made by Customer within the Warranty Period, at its option, USDD will, within seven (7) working days, either (1) repair the hardware defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the product with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original product. Any replacement product or part, including a user -installable part that has been installed in accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period or for 90 days from the date of repair, whichever is later. When a product or part is exchanged, any replacement item becomes the Customer's property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of its warranty obligation must be used in the System for which warranty service is claimed. Customer shall be responsible for and bear all risks and costs of shipping any Hardware to USDD for repair. USDD shall be responsible for and bear all risks and costs of returning any Hardware to Customer after repair or replacement. Replacement Hardware will be returned to Customer configured as it was when the Hardware was originally purchased, subject to applicable updates. 3. System Maintenance and Support. During the Warranty Period, USDD shall provide Software updates and maintenance for the System (collectively the "Support Services"). The Services shall include the following: a. Technical phone support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; b. Remote access support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; 24 hour per day telephone access for Customer's System Administrator to USDD's senior staff and engineers in the event of a "Mission Critical Failure" (as defined below); and d. Updates for all System Software, as and when released by USDD. 4. Claims. Prior to making a Warranty claim or requesting Support Services, Customer is encouraged to review USDD's online help resources. Thereafter, to make a valid claim hereunder, Customer must contact USDD technical support and describe the problem or defect with specificity. The first such contact must occur during the Warranty Period. USDD's technical support contact information can be found on USDD's web site at hgp:Hstationalerting.com/service-support/. Customer must use its best efforts to assist in diagnosing defects, follow USDD's technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 5. Mission Critical Failure. "Mission Critical Failure" means a failure in the materials, workmanship or design of the System that causes any fire station served by the System to be incapable of receiving dispatches through all communications paths, provided however, that any such failure caused by operator error, internet or telephony service outages, misuse or neglect of the System or any cause outside of USDD's direct control does not constitute a Mission Critical Failure. Customer's use of Emergency Support in the absence of a Mission Critical Failure shall constitute Additional Services under the Contract, which will be charged at USDD's then current rates. 6. Exclusions and Limitations. USDD's obligations under this Warranty are contingent on the Customer providing USDD with VPN using SSH protocol for remote access to the System for remote diagnosis. USDD does not warrant that the operation of the System, Hardware, Software, or any related peripherals will be uninterrupted or error -free. USDD is not responsible for damage arising from Customer's failure to follow instructions relating to the product's use. This Warranty does not apply to any Hardware or Software not used in conjunction with the System and for its intended purpose. This Warranty does not apply to monitors or televisions manufactured by third parties. Recovery and reinstallation of Hardware and user data (including passwords) are not covered under this Warranty. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by use with non-USDD products; (d) to damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or other external causes; (e) to damage caused by operating the product outside the permitted or intended uses described by USDD; (f) to damage or failure caused by installation or service (including upgrades and expansions) performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider; (g) to a product or part that has been modified to alter functionality or capability without the written permission of USDD; or (h) if any serial number has been removed or defaced. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If USDD cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller, agent, or employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW, USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL; LOSS OF REPUTATION; and LOSS OF, DAMAGE TO OR CORRUPTION OF DATA. USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS, AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. USDD disclaims any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon. CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 2/20/19 Dept./Contact Received From: Angela Date Completed: 3/4/19 Sent to: Angela By: Jan Company/Person required to have certificate: US Digital Design, Inc. Type of contract: Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3/20/18 — 3/20/19 A. INSURANCE COMPANY: Admiral Insurance B. AM BEST RATING (A-: VII or greater): A+/ XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1 M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT — please attach F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? K. ELECTED SCMAF COVERAGE (RECREATION ONLY): L. NOTICE OF CANCELLATION: II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3/20/18 — 3/20/19 ❑ Yes ® No $ I M/$2M ® Yes ❑ No ® Yes ❑ No 1111110IIIIIIIIII■ER ® Yes ❑ No ❑ Yes ® No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No A. INSURANCE COMPANY: Admiral Insurance B. AM BEST RATING (A-: VII or greater) A+/XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A ❑ Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A ❑ Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ® Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/18 — 7/1/19 A. INSURANCE COMPANY: New Hampshire Insurance Company B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) $2,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY VI BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? A 3/4/19 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval required for non -admitted General Liability carrier. 2/20/19 Risk Management approved use of non -admitted General Liability carrier. Approved: Risk Management Date * Subject to the terms of the contract.