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HomeMy WebLinkAboutStaff Report 8426City of Palo Alto (ID # 8426) City Council Staff Report Report Type: Consent Calendar Meeting Date: 3/19/2018  City of Palo Alto  Page 1  Summary Title: Fire Station Alerting System  Title: Approve and Authorize the City Manager or his Designee  to Execute a  Contract With U.S. Digital Designs in an Amount Not­to­Exceed $303,023 for  the Acquisition of a Fire Station Alerting System as Part of the Fire Ringdown  System Capital Improvement Program Project FD­14002  From: City Manager  Lead Department: Fire  Recommendation Staff recommends that Council: Approve and authorize the City Manager or his designee to make purchases from the attached quote and contract with US Digital Designs (USDD) in an amount not to exceed $303,023 in total purchase for the acquisition of a fire station alerting system as part of the Fire Ringdown System Capital Improvement Program project FD-14002. Authorize the City Manager or his designee to negotiate and approve one or more revisions to the quote from USDD for related, additional but unforeseen work or equipment that may develop during the project, the total value of which shall not exceed $30,302 in total purchase orders. Background The current system in the fire stations is more than 15 years old. As part of the FY 2014 Adopted Capital Budget the City Council approved the Fire Ringdown System project (FD-14002) for $157,500 to replace the system. Shortly after the adoption of the FD- 14002, Palo Alto Fire Department (PAFD) was advised that Santa Clara County Fire Department (SCCFD) recently replaced their station alerting system and secured a contract with USDD. The contract is made available through the National Purchasing Partners Government agency for cooperative purchasing. The City Municipal Code (2.30.360(j)) allows for cooperative purchasing agency contracts, such as this one. Cooperative purchasing saves agencies hundreds of hours of research and specification writing and thousands of dollars in purchase. SCCFD invited Mountain View Fire Department (MVFD) and PAFD to their fire station to view their USDD system and discuss the specifics in order to determine whether or not the system met PAFD City of Palo Alto  Page 2 needs. Ultimately, MVFD and PAFD decided that it would benefit both agencies in the interest of operations, communications, cost and time if the USDD cooperative purchase opportunity was pursued. As part of the FY 2018 Capital Budget process, Council approved increasing FD-14002 to $400,000 to account for increases in the cost of the system from the original 2014 estimate. By using the cooperative purchasing agreement, the City was able to save $96,977 over the estimated price had we purchased this alone. Discussion The current station alerting system is over 15 years old and outdated. There have been many changes to PAFD operations and communications over the past 15 years that are tied to our advancements in technology. The USDD System enhances our ability to use its communications gateways, interfaces Computer Aided Dispatch (CAD) system, and automatically sends alerting messages within the Department directly to the station and over radio channels. Transmission of alerts is done in milliseconds and has been proven to reduce turnout times. Since installing their USDD System, the SCCFD has seen a nearly 20% reduction in turnout times. Turnout time is defined as the time from fire station notification of the emergency until the time the response apparatus leaves the station. This new system also allows for the direct dispatch of resources from mutual aid partners, reducing call processing time. The USDD System is used by several nearby communities. The use of a common alerting platform will enable the PAFD to enter into Auto-Aid/Mutual Aid/Interoperability Agreements that will provide better service and protection to Palo Alto and these communities. USDD is the sole manufacturer of the Phoenix G2 Fire Station Alerting system. As the manufacturer, USDD is able to offer the lowest factory-direct pricing to the Palo Alto Fire Department. No distributor of the Phoenix G2 System is able to provide pricing at a lower price. The USDD System will provide the City with the most cost effective alerting system that times, reduce personnel stress and may reduce homeowners insurance rates through an increased Insurance Services Office rating. Below are examples how the USDD system provides for faster response times and cost effectiveness. The Phoenix G2 Voice Alert uses the most advanced and accepted automated voice technology on the market that generates speech in a fraction of a second. The VoiceAlert interfaces with the CAD to provide a fully automated text-to- speech voice dispatch that can be delivered either digitally or through a voice radio system. The G2 system uses an infrastructure that optimizes the most common and inexpensive CAT5e/CAT6 cabling, which minimizes the need for expensive additional City of Palo Alto  Page 3 UPS electrical circuits and related labor, and allows repurposing of existing cable infrastructure where available. Ultimately, this system cable infrastructure greatly reduces the labor and costs usually assumed with other station alerting systems. The design of the station alerting system meets the requirements set by the National Fire Protection Association (NFPA). The NFPA Standards 1710 and 1221 ensure that there is a timely, reliable, effective means of alerting emergency responders. All products designed and manufactured by USDD are 'Made in USA' compliant and serviced in the USA. All products are designed and manufactured at its Tempe, Arizona , Arizona headquarters. No outsourcing. USDD also uses minority and women owned businesses in its manufacturing process and installation. Resource Impact Funding for the replacement of the fire station alerting system in the amount of $400,000 is included in the Adopted Fiscal Year 2018 Captial Budget in the Fire Ringdown System project (FD-14002). The actual cost of the fire station alerting system for all seven fire stations is $303,023. There is a contigency for any changes or additions to the quoted equipment and installation purchase. Staff will aquire the equipment through individual purchase orders that in total will not exceed $303,023 and the contingency amount of a maximum 10%, or $30,302. As part of ongoing contract negotiations, Staff anticipates that Stanford will contribute $34,739 of the total cost, plus their portion of any change orders. The net cost to the City absent of any change orders is $ 268,284. Policy Implications There are no impacts or changes to City Policy Timeline As soon as Council approves the contract, Staff will work with the vendor to schedule the purchasing and installation of the fire station alerting system as soon as possible. The installation for Fire Staion 3 will be included in the new construction. Environmental Review (If Applicable) Not applicable Attachments:  C18170014 US Digital Design Contract Council Ready City of Palo Alto General Services Agreement 1 Rev. February 8, 2017 CITY OF PALO ALTO CONTRACT NO. C18170014 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 22nd day of January, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (), and US DIGITAL DESIGN, INC., an Arizona corporation, located at 1835 East Sixth Street, Suite 27, Tempe, Arizona, 85281 (). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: A ­ Scope of Services (Includes Attachments A, B, & C) (Attachment A) USDD proposal number CA_PALO001 (Attachment B) USDD New System Warranty (Attachment C) USDD Service Agreement ­ Schedule of Performance Schedule of Fees ­ Insurance Requirements E Software as a Service Security and Privacy Terms & Conditions F Information Privacy Policy CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from January 22, 2018 to January 21, 2019 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions. Notwithstanding the foregoing, the Service Agreement included as Attachment C to Exhibit A shall survive the term of this Agreement. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 2 Rev. February 8, 2017 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not­to­exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Three Hundred Three Thousand Twenty Three dollars ($303,023.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. Notwithstanding the foregoing, if CITY requests modification, changes or additions to what is detailed in the SERVICES, City shall provide a written notice detailing the change, identify any additional products or services to be delivered, and the cost changes by both parties, the SERVICES shall be modified to include the Change Order. CITY shall be responsible for and pay for any additional products and services necessary to meet the Change Order, and any additional annual maintenance fees associated with such additional products. 6. COMPENSATION DURING ADDITIONAL TERMS. (Not Applicable) 7. CLAIMS PROCEDURE FOR PUBLIC WORKS PROJECTS . For purposes of 9204 Public Works P alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Geoffrey Blackshire, Fire Department, Telephone: (650) 329­2515. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 3 Rev. February 8, 2017 A.ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 7 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. CITY acknowledges that CONTRACTOR will be subcontracting installation of station­level equipment to Tech Electric, and CITY consents to the performance of such Services by Tech Electric. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contri business. Notwithstanding the foregoing, the City shall be responsible for and pay any sales tax owed resulting from this transaction to the appropriate California taxing authority. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 4 Rev. February 8, 2017 otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage Services. CITY shall submit written documentation in support of such are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for the Warranty included as Attachment B to Exhibit A attached to this Agreement and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to det satisfactory manner and complies with the provisions of this Agreement. K. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. The provisions of this Section DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 5 Rev. February 8, 2017 shall have no affect upon ownership of its intellectual property rights as described in Conditions of Sale included as Attachment A to Exhibit A of this Agreement. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final paym matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Rating of A­:VII or higher and which are otherwise acceptable to CITY Risk Manager. The Risk Manager must approve deductibles and self­insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 6 Rev. February 8, 2017 property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON­DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self­insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 7 Rev. February 8, 2017 completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Contract. CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY Officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Contract. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This contract shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON­APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY Preferred Purchasing policies which are available at CITY Division, which are incorporated by reference and may be amended from time to time. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 8 Rev. February 8, 2017 CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double­ sided and printed on a minimum of 30% or greater post­consumer content paper, unless otherwise approved by CITY Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post­consumer material and printed with vegetable based inks. Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY , but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing ffice. Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the contract is not a public works contract, if contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, . BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto nt shall control. In the case of exhibits shall control. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 9 Rev. February 8, 2017 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO US DIGITAL DESIGN, INC. Approved as to form: DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 10 Rev. February 8, 2017 EXHIBIT A SCOPE OF SERVICES CONTRATOR to provide G2 Fire Station Alerting System One (1) Dispatch System / Seven (7) Station Systems per CONTRACTORS proposal number CA_PALO001 (Attachment A). We provide an 18-month warranty from the date of the effective date of the Purchase Agreement. This is designed to accommodate the initial shipping and installation period so that all equipment in your initial System will have the same warranty start and end dates. We anticipate that the station installations will be less than 6 months so the City will have a warranty period of more than one year. If the station installations exceed 6 months from effective date of the Purchase Agreement the warranty will be effective for 12 months from the date the final station installation is complete. Warranty shall cover both hardware and software support. The warranty covers any hardware defects, software updates and maintenance, remote support via telephone and VPN access during normal business hours, and 24/7/365 support for the System Administrator in the event of a mission critical failure (defined as a failure causing any fire station to be incapable of receiving dispatches through all communication -to- System purchased from USDD. At the end of the Warranty Period, CITY shall have the option to continue the same bumper-to-bumper support through the Service Agreement. Under both the Warranty and Service Agreement, if there is a mission critical failure to a component, CONTRACTOR will ship a replacement component within 24 hours using next day delivery. If there is a non-emergency failure of a component, we will ship out a replacement within 2 - 3 business days using growing shipping. telephone and remote access support is provided by Software and Hardware Engineers and field support and maintenance technicians from our Tempe, Arizona headquarters. Calls for service will be handled directly by personnel skilled with the System operation and maintenance, and shall usually be Calls for service will initially be answered by a customer service representative who will collect and log the CITY CONTRACTOR associate to handle the incident. The call will be passed on to the associate directly through a transfer or via electronic means. The responsible associate will then call back the CITY to handle the incident. Escalation procedures will be in place to ensure that an incident is handled in a timely manner and the appropriate resources are assigned. CONTR goal is to respond immediately to the CITY for critical system issues that impact the ability to alert one or more stations. Accordingly, critical defects get priority attention. Typical response time for system failure reports is 20 minutes, depending upon the time of day. Typical critical resolution time is much less than 2 hours when remote access if available. Software defect resolution times are typically much less than one day, depending on the need to involve other entities such as the CAD company. Software Engineers access client sites using VPN remote access to assess and provide software support. Email support questions will be answered within minutes to several hours. CONTRACTOR will attempt to respond to telephone support questions in a similar timeframe, but the 2- way nature of a telephone call can sometimes require dedicated support which will take longer. Non-critical repair needs or system change requests are prioritized by severity and ordered by priority and time of call. The goal for defect reports is to handle them the same day as reported, including shipping out replacement equipment. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 1 Rev. February 8, 2017 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). Costs for this part of the system are often shared between consolidated agencies. COMMUNICATIONS GATEWAY EQUIPMENT 1 D2 Kit 1 $ 1,175.00 1 G2 Gateway Audio Radio Interface COMMUNICATIONS GATEWAY INTERFACES 1 CAD Interface - Intergraph/Hexagon (second dispatch center with Mountain View) (USDD-side Only - Customer responsibility to discuss CAD- side costs (if any) with their vendor) COMMUNICATIONS GATEWAY SERVICES 50 Gateway Configuration & Modifications D12 LOT 1 Gateway Installation and Start-up GW-ISU $ 5,825.00 $ 5,242.50 $ 5,242.50 D13 LOT 1 Gateway Project Management GW-PM $ 417.60 $ 375.84 $ 375.84 1 Training - System Administrator - On- Site (4 Hours / Train-The-Trainer)TRA-SA-O $ 2,475.00 $ 2,475.00 D15a LOT 1 Training - Dispatch Operator - On- Site (4 Hours / Train-The-Trainer)TRA-DO-O $ 2,750.00 $ 2,475.00 $ 2,475.00 PRIMARY DISPATCH G2 FSA SYSTEM $ 44,048.34 $ 126.00 $ 44,174.34 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 2 Rev. February 8, 2017 PRIMARY DISPATCH MOBILE APP SERVICE for IOS and ANDROID Platforms Only - In Conjunction with USDD Communications Gateways Only For eachyear the FSA Systemisunder standard warrantyor elected recurring support coverage,USDD would liketo offer our G2 Mobile Station Alerting App to those customers at no additional cost (in groups of 24 licenses-per-ATX-purchased). #of Mobile App Device Licenses (Users)Requested:168 # of Stations within the agency to be Alerted:7 of Stations to have ATX Station Controller Installed:7 APP DEVICE LICENSES - INCLUDED (at no additional cost, x24 Per-ATX Installed while under Warranty/Support) 168 $ (97.20) PRIMARY DISPATCH MOBILE APP SERVICE Yearly Total:$ - All Years Subtotal: $ - USDD G2 MOBILE FSA APP: USDD has developed the Phoenix G2 FSA Mobile Application (the to provide a remote extension of the existing G2 FSAS. Mobile App Only Available to Customers Using USDD's G2 Communications Gateways interfaced to a formal Computer Aided Dispatch (CAD) System. The App is supported by Apple and Android devices. The App will interface with the CAD to send simultaneous mobile alerts, including dispatch announcements, administrative alerts, IT support notifications and application update notifications to authorized personnel via their smartphones and tablets. The App alerts personnel as individuals or groups (e.g., stations, battalions, districts, etc.) wherever they are, making it especially ideal for volunteers and reserves. The mobile alerts plays the same tones as those in the station, shows incident location using the built-in mapping capabilities and enables users to save notifications for future reference and search for previous notifications. In addition, the App provides an easy-access email address and phone link to local IT support. Each ATX Station Controller will enable x24 App licenses at no additional charge while the System is under warranty or annual service and support. Additional licenses can be obtained on a sliding cost scale. It should be noted, however, that the performance of mobile alerting is subject to network reliability and coverage. So your eventual needs will be determined when you let us know how many device licenses you would need, versus the 24 devices-licenses-per-ATX-purchased and currently under warranty or support. As long as the purchased/installed ATX Station Controller is currently under warranty or elected recurring annual support, then there is no additional annual cost for up to x24 individual device licenses for the G2 Mobile FSA App. Please Note that if customer declines Recurring Annual Support Options, then they will have to pay separately for the App or forfeight ability to use the G2 Mobile Alerting App. Any deviation from device license numbers listed above subjects proposal to change. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 3 Rev. February 8, 2017 PRIMARY DISPATCH WARRANTY & SUPPORT INCLUDESG2MOBILESMART-PHONEALERTING APPS&USDD-HOSTEDMAPPING SERVICES(ifavailable). 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 avaible 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 INDIVIDUAL DISPATCH SYSTEMS TOTALS PRIMARY DISPATCH G2 FSA SYSTEM TOTAL:$ 44,174.34 PRIMARY DISPATCH MOBILE APP SERVICE TOTAL: $ - PRIMARY DISPATCH MAPPING SERVICE TOTAL: $ - ENTIRE DISPATCH-LEVEL SUBTOTALS (NOW INCLUDING WARRANTY & OPTIONAL SUPPORT AS WELL) ALL DISPATCH-LEVEL SYSTEMS SUBTOTAL:$ 44,048.34 ALL DISPATCH-LEVEL SHIPPING SUBTOTAL:$ 126.00 ALL DISPATCH-LEVEL WARRANTY & SUPPORT:$ - PRIMARY DISPATCH-LEVEL GRAND TOTAL: $ 44,174.34 DISPATCH-LEVEL WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT 1.5 SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An STD Subtotals 0.0 [STANDARD] EACH ADDITIONAL YEAR (12-Months) WARRANTY &SUPPORT FOR THIS DISPATCH ASSUMED OR RS-AYR- STD $ 1,879.20 $ - DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 4 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S11a Ea 2 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 1,890.00 S11d Ea 1 AP-D $ 49.00 $ 44.10 $ 44.10 S12 Ea 1 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 258.30 S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 7 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 459.90 S21a Ea 11 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 2,940.30 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 10,590.81 $ 9,531.73 $ 9,531.73 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 2,120.58 $ 1,908.52 $ 1,908.52 S29 Ea 1 Station Project Management ST-PM $ 575.59 $ 518.03 $ 518.03 S30 Ea 1 Station Engineering / Design Services ST-ES $ 302.94 $ 272.65 $ 272.65 S31 Ea 1 Station Documentation ST-DM $45.44$ 40.90 $ 40.90 STATION 01 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 5 Rev. February 8, 2017 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,726.46 $ 2,453.81 3680.721 but No Charge For Initial Warranty Period / Not Included in Subtotals S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,726.46 $ 2,453.81 $ - STATION 01 System:$ 39,536.42 Shipping:$ 840.00 Warranty & Support:$ - STATION SUBTOTAL:$ 40,376.42 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway, conduit, back boxes, 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. Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 6 Rev. February 8, 2017 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. 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 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S11a Ea 4 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 3,780.00 S11d Ea 1 AP-D $ 49.00 $ 44.10 $ 44.10 S12 Ea 1 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 258.30 S13a Ea 1 MESSAGE SIGN, Digital LED (BetaBrite - LEGACY Replacement 24" Screen Width)MS-B $ 360.00 $ 324.00 $ 324.00 S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 4 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 262.80 S21a Ea 13 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 3,474.90 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 11,326.71 $ 10,194.04 $ 10,194.04 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 2,319.03 $ 2,087.13 $ 2,087.13 S29 Ea 1 Station Project Management ST-PM $ 629.45 $ 566.51 $ 566.51 STATION 02 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 7 Rev. February 8, 2017 S30 Ea 1 Station Engineering / Design Services ST-ES $ 331.29 $ 298.16 $ 298.16 S31 Ea 1 Station Documentation ST-DM $ 49.69 $ 44.72 $ 44.72 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,981.61 $ 2,683.45 4025.1735 but No Charge For Initial Warranty Period / Not Included in Subtotals S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,981.61 $ 2,683.45 $ - STATION 02 System:$ 43,006.66 Shipping:$ 886.00 Warranty & Support:$ - STATION SUBTOTAL:$ 43,892.66 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway, conduit, back boxes, 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. 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 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 8 Rev. February 8, 2017 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 9 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 7 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 459.90 S21a Ea 7 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 1,871.10 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 8,909.41 $ 8,018.47 $ 8,018.47 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 1,866.90 $ 1,680.21 $ 1,680.21 S29 Ea 1 Station Project Management ST-PM $ 506.73 $ 456.06 $ 456.06 S30 Ea 1 Station Engineering / Design Services ST-ES $ 266.70 $ 240.03 $ 240.03 S31 Ea 1 Station Documentation ST-DM $ 40.01 $ 36.00 $ 36.00 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35 a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all RS-1YR-STD $ 2,400.30 $ 2,160.27 3240.405 but No Charge For Initial Warranty Period / Not Included in Subtotals STATION 03 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 10 Rev. February 8, 2017 S36 b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND RS-AYR-STD $ 2,400.30 $ 2,160.27 $ - STATION 03 System:$ Shipping:$ Warranty& Support:$ - STATION SUBTOTAL:$ 35,122.77 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway,conduit, 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. 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 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 11 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S11a Ea 1 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 945.00 S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 3 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 197.10 S21a Ea 7 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 1,871.10 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 10,026.51 $ 9,023.86 $ 9,023.86 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 1,919.96 $ 1,727.96 $ 1,727.96 S29 Ea 1 Station Project Management ST-PM $ 521.13 $ 469.02 $ 469.02 S30 Ea 1 Station Engineering / Design Services ST-ES $ 274.28 $ 246.85 $ 246.85 S31 Ea 1 Station Documentation ST-DM $ 41.14 $ 37.03 $ 37.03 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,468.52 $ 2,221.67 3332.502 but No Charge For Initial Warranty Period / Not Included in Subtotals STATION 04 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 12 Rev. February 8, 2017 S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,468.52 $ 2,221.67 $ - STATION 04 System:$ 36,189.92 Shipping:$ 642.00 Warranty & Support:$ - STATION SUBTOTAL:$ 36,831.92 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway,conduit, 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. 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 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 13 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S11a Ea 1 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 945.00 S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 4 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 262.80 S21a Ea 7 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 1,871.10 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 8,866.48 $ 7,979.83 $ 7,979.83 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 1,925.07 $ 1,732.56 $ 1,732.56 S29 Ea 1 Station Project Management ST-PM $ 522.52 $ 470.27 $ 470.27 S30 Ea 1 Station Engineering / Design Services ST-ES $ 275.01 $ 247.51 $ 247.51 S31 Ea 1 Station Documentation ST-DM $ 41.25 $ 37.13 $ 37.13 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,475.09 $ 2,227.58 3341.3715 but No Charge For Initial Warranty Period / Not Included in Subtotals STATION 05 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 14 Rev. February 8, 2017 S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,475.09 $ 2,227.58 $ - 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway,conduit, 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. 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 STATION 05 System:$ 35,218.19 Shipping:$ 659.00 Warranty & Support:$ - STATION SUBTOTAL:$ 35,877.19 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 15 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S6a Ea 1 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 1,830.00 $ 1,647.00 $ 1,647.00 S11a Ea 2 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 1,890.00 S20a Ea 6 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 394.20 S21a Ea 9 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 2,405.70 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 6,014.03 $ 5,412.63 $ 5,412.63 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 2,026.36 $ 1,823.72 $ 1,823.72 S29 Ea 1 Station Project Management ST-PM $ 550.01 $ 495.01 $ 495.01 S30 Ea 1 Station Engineering / Design Services ST-ES $ 289.48 $ 260.53 $ 260.53 S31 Ea 1 Station Documentation ST-DM $ 43.42 $ 39.08 $ 39.08 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,605.32 $ 2,344.79 3517.182 but No Charge For Initial Warranty Period / Not Included in Subtotals S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,605.32 $ 2,344.79 $ - STATION 06 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 16 Rev. February 8, 2017 STATION 06 System:$ 34,084.17 Shipping:$ 655.00 Warranty & Support:$ - STATION SUBTOTAL:$ 34,739.17 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway,conduit, 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. 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 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 17 Rev. February 8, 2017 STATION LICENSES L1 Ea 1 G2 VOICEALERT - Single Station License. One-Time/Perpetual (unless furthur USDD modification is needed) VA $ 927.00 $ 834.30 $ 834.30 L2 Ea/Yr 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included STATION CONTROLLER S1 Kit 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 20,000.00 $ 18,000.00 $ 18,000.00 STATION PERIPHERAL COMPONENT OPTIONS S18a Ea 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 S18b Ea 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 S19 Ea 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 280.00 $ 252.00 $ 1,008.00 S20a Ea 3 Speaker - Standard, Flush Mount, 70v (S86)SPK-STD-FM $ 73.00 $ 65.70 $ 197.10 S21a Ea 3 G2 SPEAKER - LED Illuminated - Flush Mount, 70v SPK-LED-FM $ 297.00 $ 267.30 $ 801.90 S24a Ea 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 S24b Ea 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 STATION-LEVEL SERVICES S26 Ea 1 Station Installation (Tech Electric)ST-INST $ 7,228.58 $ 6,505.72 $ 6,505.72 S28 Ea 1 Station Configuration & Start-Up ST-SU $ 1,763.30 $ 1,586.97 $ 1,586.97 S29 Ea 1 Station Project Management ST-PM $ 478.61 $ 430.75 $ 430.75 S30 Ea 1 Station Engineering / Design Services ST-ES $ 251.90 $ 226.71 $ 226.71 S31 Ea 1 Station Documentation ST-DM $ 37.79 $ 34.01 $ 34.01 STATION-LEVEL WARRANTY &OPTIONAL RECURRING ANNUAL SUPPORT S35a HR 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,267.10 $ 2,040.39 3060.585 but No Charge For Initial Warranty Period / Not Included in Subtotals S36b LOT 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,267.10 $ 2,040.39 $ - STATION 08 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_PALO.ALL STATIONS.FSA.2017.02.14.pdf DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 18 Rev. February 8, 2017 STATION 08 System:$ 31,455.15 Shipping:$ 553.00 Warranty & Support:$ - STATION SUBTOTAL:$ 32,008.15 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, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 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 - 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 (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway, conduit, 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. 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 Warranty & Support Notes: 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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 19 Rev. February 8, 2017 SECTION TOTALS DISPATCH-LEVEL SUBTOTAL $44,174.34 Includes: PRIMARY DISPATCH G2 FSA SYSTEM : $44,174.34 PRIMARY DISPATCH MOBILE APP SERVICE : $ PRIMARY DISPATCH MAPPING SERVICE : $ PRIMARY DISPATCH WARRANTY & SUPPORT : $- Notes: STATION-LEVEL SUBTOTAL $258,848.30 Includes:STATION 01 SYSTEM:$40,376.42 Includes:STATION 02 SYSTEM:$43,892.66 Includes:STATION 03 SYSTEM:$35,122.77 Includes:STATION 04 SYSTEM:$36,831.92 Includes:STATION 05 SYSTEM:$35,877.19 Includes:STATION 06 SYSTEM:$34,739.17 Includes:STATION 08 SYSTEM:$32,008.15 Notes: US Digital Designs System Total $ 303,022.64 (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 avaible 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 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 20 Rev. February 8, 2017 STANDARD TERMS AND CONDITIONS OF SALE (Contract Sales) DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 21 Rev. February 8, 2017 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 22 Rev. February 8, 2017 USDD NEW SYSTEM WARRANTY 1. warrants that the Products purchased under CONTRACT NO. C18170014 System shall not contain any material defects and shall function in material conformity with the descriptions and Capitalized terms used herein and not specifically defined in this Warranty shall have the meanings set forth in the Contract. 2. Hardware Defects. If a Hardware defect arises and a valid claim is made within the Warranty Period, at its option, USDD will 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. 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 mainten 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; c. 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 support and describe the problem or defect with specificity. The first such contact must occur during the Warranty http://stationalerting.com/service-support/. Customer must use its best efforts to assist in diagnosing defects, follow any further obligation hereunder. 5. 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 re shall 6. USDD with VPN access or other means 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- failure to follow instructions relating to the and for its intended purpose. This Warranty does not apply to monitors or televisions manufactured by third parties. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 23 Rev. February 8, 2017 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. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 24 Rev. February 8, 2017 USDD SERVICE AGREEMENT principal place of business at 1835 East Sixth Street, Suite 27, Tempe, Arizona 85281, and the following entity City of Palo Alto, CA, Palo Alto Fire Department 1. Recitals. The Customer requires USDD to provide software maintenance and hardware repair services for below) pursuant to the terms, conditions, and limitations of this Agreement. In consideration of the forgoing, and for other good and valuable consideration, the parties hereby agree to the terms set forth in this Agreement. 2. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a.all have the meaning set forth in Section 7, below; b. mobile devices. c.June 15, 2019, or 18 months from the effective date of Contract No. C18170014, whichever is later. d.-mechanical system or sub-system and associated documentation provided to Customer by USDD, provided however, Hardware shall not include any televisions or monitors manufactured by third parties; e. f.ailure 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 g. h.re programs, including embedded software, firmware, executable code, linkable object code, and source code, including any updates, modifications, revisions, customization requested by Customer, copies, documentation, and design data that are licensed to Customer by USDD; i. authorized USDD Reseller under any contract, purchase order, or arrangement that is used exclusively by Customer as part of its fire station alerting system, provided however, that the term televisions, routers, switches, operating systems, computer programs, applications, internet and network connections, and any other parts or items not provided to Customer directly by USDD; j. the Initial Term and all Additional Terms, as defined in Section 9, below. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 25 Rev. February 8, 2017 3. USDD Scope of Services. During the Term of this Agreement, USDD agrees to provide Hardware repair service and Software updates and maintenance for the System (collectively the other terms and conditions contained in the Agreement, 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; c. of a Mission Critical Failure; d. Updates for all System Software, as and when released by USDD; e. Twenty-four (24) App licenses per each ATX Station Controller that is part of the System and covered under this Agreement. Use of the App shall be strictly governed by the Mobile user at the time the software is downloaded. f. Repair of defective or malfunctioning Hardware (not otherwise covered under the USDD warranty g. Ground shipping for the return of repaired Hardware. 4. Hardware Repairs. If a Hardware component requires repair and a valid claim is made during the Term, at its option, USDD will, at its principal place of business, either (1) repair the Hardware at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Hardware with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Hardware. When a product or part is exchanged, any replacement item USDD in fulfillment of the Services must be used in the System to which this Agreement applies. 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. 5. Thereafter, to make a valid claim hereunder, Customer must contact USDD technical support and describe - sup instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 6. Limitations. The Services specifically and expressly exclude any repair, software installation, update, or limited to scratches, dents and broken plastic on ports, alterations or repairs to the System made by any person other than an authorized USDD representative, failure of environmental controls or improper environmental conditions, modification to alter functionality or capability without the written permission of USDD, use with non- USDD products, any damage caused by fire, flood, vandalism, terrorism, riot, storm, lightning, or other acts of nature or civil unrest. The Services shall not include disassembly or re-installation of any Hardware at . The Services shall not include the repair of any Hardware that is determined to be obsolete replacement of televisions DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 26 Rev. February 8, 2017 or monitors manufactured by third parties. Repair or replacement of such components shall be subject when Customer is in breach of any obligation to USDD under this Agreement or any other contract. 7. Additional Services by USDD. Except for the Services, all other acts or performances requested or required addition to all other fees and charges payable by Customer under this Agreement. Additional Services shall Failure and any Services provided by USDD on a rush basis or during hours not included in the description of the Services set forth above. Customer shall pay all invoices for Additional Services within 30 days. Invoices remaining unpaid for more than 30 days shall bear interest at 18% per annum. 8. appoint a person from its staff to consult with USDD and provide such information, access, description, and guidance Customer will ensure that the System Administrator is reasonably available to USDD. USDD may rely on the direction of the System Administrator in performing its duties hereunder, including without limitation, direction to provide Additional Services. The Customer may replace the person serving as its System Administrator only upon prior written notice to USDD. Without limiting the foregoing, Customer will be responsible for the following: a. The provision of VPN or other means for remote access to the System for remote access support; b. The procurement and/or provision of all computers, peripherals, and consumables (collectively paper, toner and ink necessary for the operation, testing, troubleshooting, and functionality of the of the System; c. Any configuration and regular maintenance that is normally undertaken by the user or operator as described in the operating manual for the Customer Equipment, including the replacement of UPS batteries as necessary; d. Providing a stable means of data transmission between the System Gateway and each fire station serviced by the System necessary for the installation, testing and functionality of the of the System; such means of data transmission may include, but is not limited to, TCP/IP, data modems, leased lines, radios, etc; e. f. The security and integrity of the System. 9. Ongoing Service Term, Renewal and Termination. The initial term of this Agreement shall begin on the forth in this Section, Customer may renew this agreement for four (4) additional one-year terms (each an expiration of the Initial Term or any Additional Term, as the case may be, or by timely payment of the notice of termination to the other party at least 30 days prior to the expiration of the Initial Term or any Additional Term. USDD may terminate this Agreement for any breach hereof upon 30 days written notice. The notice shall specify the nature of the breach. If Customer fails to cure the breach within 30 days, this Agreement shall be terminated. Notwithstanding the foregoing, USDD may terminate this Agreement immediately upon non-payment of any sum due from Customer under this Agreement or any other contract. Upon termination of this Agreement, all sums previously paid to USDD shall be nonrefundable. 10. Annual Fees. On Customer shall pay USDD an Annual Fee in advance for the Services and to be delivered hereunder (the umulative sales price of all Hardware, Software, and other tangible goods or equipment provided to Customer at any time under any DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 27 Rev. February 8, 2017 Amount is cumulative and will increase by the purchase price of all Software, Hardware and Services purchased in the future. USDD may calculate the Base Amount, determine the Annual Fee and invoice Customer therefore 45 days prior to the subject Due Date. Customer shall pay the Annual Fee on or before the Due Date or 30 days after the date of the invoice, whichever is later. Invoices remaining unpaid shall bear interest at 18% per annum. Annual Fees are nonrefundable. 11. Limited Warranty. USDD warrants that the Services performed hereunder will be carried out with due care and attention by qualified personnel. Defective Hardware subject to repair hereunder will be repaired to good working order. 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. 12. Arbitration. If the Parties are unable to informally resolve any dispute arising out of this Agreement either during or after its Term, including the question as to whether any particular matter is subject to arbitration, the parties agree to submit the matter to binding arbitration. In the event the parties have not agreed upon an arbitrator within 20 days after either party has demanded arbitration in writing, either party may file a demand for arbitration with the Phoenix regional office of the American Arbitration Association ("AAA") and a single arbitrator shall be appointed in accordance with the then existing Commercial Arbitration Rules of the AAA. Discovery may be conducted either upon mutual consent of the parties, or by order of the arbitrator upon good cause being shown. In ruling on motions pertaining to discovery, the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes, and the arbitrator shall limit discovery whenever appropriate to insure that this purpose is preserved. The dispute between the parties shall be submitted for determination within 60 days after the arbitrator has been selected. The decision of the arbitrator shall be rendered within 30 days after the conclusion of the arbitration hearing. The decision of the arbitrator shall be in writing and shall specify the factual and legal basis for the decision. Upon stipulation of the parties, or upon a showing of good cause by either party, the arbitrator may lengthen or shorten the time periods set forth herein for conducting the hearing or for rendering a decision. The decision of the arbitrator shall be final and binding upon the parties. Judgment to enforce the decision of the arbitrator, whether for legal or equitable relief, may be entered in any court having jurisdiction thereof, and the parties hereto expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose. The arbitrator shall conduct all proceedings pursuant to the then existing Commercial Arbitration Rules of the AAA, to the extent such rules are not inconsistent with the provisions of this Section. In the event a dispute is submitted DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 28 Rev. February 8, 2017 to arbitration pursuant to this Section, the prevailing party shall be entitled to the payment of its reasonable attorneys' fees and costs, as determined by the arbitrator. Each of the parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation. 13. Force Majeure. act, omission, or failure to fulfill its obligations under this Agreement if such act, omission or failure arises from any cause beyond its control including acts of nature, strikes, lockouts, riots, acts of war, acts of terrorism, epidemics, governmental action after the date of this Agreement, fire communication line failures, power failures, earthquakes or other disasters. The party unable to fulfill its obligations due to Force Majeure will immediately: a. Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and b. Use all responsible endeavors to avoid or remove the cause and perform its obligations. 14. Headings and Usage. The headings, captions, and section numbers contained herein are provided for convenience only and are not part of the terms of this Agreement. When the context of the words used in this Agreement indicate that such is the intent, words in the singular shall include the plural, and vice versa, and the references to the masculine, feminine or neuter shall be construed as the gender of the person, persons, entity or entities actually referred to require. 15. Waiver. No failure or delay, in any one or more instances, to enforce or require strict compliance with any term of this Agreement shall be deemed to be a waiver of such term nor shall such failure or delay be deemed a waiver of any other breach of any other term contained in this Agreement. 16. Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles and will bind and inure to the benefit of the successors and assigns of the parties. 17. Execution in Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. The date of this Agreement shall be the latest date on which any party executes this Agreement. 18. Entire Agreement. This Agreement contains the entire understanding between the parties, and supersedes any prior understandings and agreements between or among them with respect to the subject matter hereof. This Agreement may not be amended, altered, or changed except by the express written agreement of the parties. 19. Joint Effort. This Agreement has been drafted through the joint efforts of the parties and shall not be construed against any party on the basis that such party is the drafter of this Agreement or any term thereof. 20. Savings Clause. In the event any part, provision, or term of this Agreement is deemed to be illegal or unenforceable, this Agreement shall be construed as if such unenforceable part, provision, or term had not been included herein. Such illegal or unenforceable part, provision, or term shall be deemed revised to the extent necessary to cure its defect and such revision and the remainder of the Agreement shall be and remain in full force and effect. 21. Images and Testimonials. During the term of this Service Agreement, Customer agrees that USDD may take, make or obtain images, pictures, photographs, commentary, and video and audio recordings of in whole or in part, either digitally or in Customer to provide testimonials, endorsements, feedback or other written or oral comments concerning Custome DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 29 Rev. February 8, 2017 discretion and agrees that all such Images and Testimonials shall remain the property of USDD and may be used and exploited in any media format. 22. Customer Representative. The undersigned representative of Customer hereby represents and warrants that s/he has the authority to bind Customer and that the execution, delivery and performance by Customer under this Agreement will not violate the provisions of any law, rule, regulation or policy, and will not conflict with or result in the breach or termination or constitute a default under any agreement or instrument to which Customer is a party. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 30 Rev. February 8, 2017 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule: Installation for Fire Stations 1, 2, 4, 5, 6 & 8 shall be completed by March 30, 2018. Installation of Fire Station 3, (Determined by completion of construction) shall be completed by late summer 2018. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 31 Rev. February 8, 2017 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. DISPATCH-LEVELSUBTOTAL $ 44,174.34 Includes:PRIMARY DISPATCH G2 FSA SYSTEM :$ 44,174.34 PRIMARY DISPATCH MOBILE APP SERVICE : $- PRIMARY DISPATCH MAPPING SERVICE : $- PRIMARY DISPATCH WARRANTY & SUPPORT : $- Notes: STATION-LEVELSUBTOTAL $ 258,848.30 Includes:STATION 01 SYSTEM: PPORT: $- Includes:STATION 02 SYSTEM:43,892.66 PPORT: $- Includes:STATION 03 SYSTEM:35,122.77 PPORT: $- Includes:STATION 04 SYSTEM:36,831.92 PPORT: $- Includes:STATION 05 SYSTEM:35,877.19 PPORT: $- Includes:STATION 06 SYSTEM:34,739.17 PPORT: $- Includes:STATION 08 SYSTEM:32,008.15 PPORT: $- US Digital Designs System Total $ 303,022.64 [Pricing 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 https://www.nppgov.com/vendors/us-digital-designs/]. CITY OF PALO ALTO IS MEMBER # 362960, PALO ALTO FIRE DEPARTMENT IS MEMBER #031438 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 32 Rev. February 8, 2017 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CO REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY -EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR C.PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO A. PRIMARY COVERAGE DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 33 Rev. February 8, 2017 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 34 Rev. February 8, 2017 customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the CONTRACTOR ) and its subcontractors, if any, including, without limitation, any Information Technology (IT ) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City s customers. The CONTRACTOR shall fulfill the data and information security requirements (the Requirements ) set forth in Part A below. A secure IT environment includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the CONTRACTOR s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. IT infrastructure refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the CONTRACTOR reasonably determines that it cannot fulfill the Requirements, the CONTRACTOR shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the Alternate Requirements as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the ISM ). This Exhibit Software as a Se DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 35 Rev. February 8, 2017 Part A. Requirements: The CONTRACTOR shall at all times during the term of any contract between the City and the CONTRACTOR: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Provide a full and complete response to the City s Supplier Security and Privacy Assessment Questionnaire (the Questionnaire ) to the ISM, and also report any major non­conformance to the Requirements, as and when requested. The response shall include a detailed implementation plan of required countermeasures, which the City requires the CONTRACTOR to adopt as countermeasures in the performance of the Services. In addition, as of the annual anniversary date of this Agreement the CONTRACTOR shall report to the City, in writing, any major changes to the IT infrastructure. (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumb er=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnu mber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the CONTRACTOR has met or has failed to meet any objective terms and conditions. For purposes of this section, Contractor shall only provide a list of customer­ owned (Contractor provided) IT infrastructure components and any third party hosted virtual components (such as the App server or Mapping server). (h) Implement access accountability (identification and authentication) architecture and support role­ mechanisms for all personnel, systems and software used to provide the than one individual to complete a security task in order to promote the DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 36 Rev. February 8, 2017 detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment of customer owned (Contractor provided) elements only to assure that: (1) all elements of the Services environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Contractor will use its best efforts to apply critical security patches to the System within one (1) week of release and verification that there will be no unintended impact on existing customer systems (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on­going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o)Perform security self­audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self­audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. This section is not applicable to Contractor. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City s performance of random site security audits at the CONTRACTOR s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the CONTRACTOR s and its third party service provider(s) awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response. This section is not applicable to Contractor. (q)Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the CONTRACTOR and any authorized third party service provider s personnel. (r) Contractor will perform regular backup of systems operated by Contractor (such as cloud­hosted services and in­house servers). City is responsible for saving any backups generated by customer­owned (Contractor­provided) systems. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t)Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 City of Palo Alto General Services Agreement 37 Rev. February 8, 2017 (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. This section is not applicable to Contractor. (v)Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way infrastructure communications. DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Info Release and Release Date Document Cl orma Version: e: assification: atioon P 1st 31 Ne Priva Release, Ver January, 201 eed to Know acy rsion 2.2 13 Pollicy DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 CONTEN DOCUMENT CHANGE RE APPROVAL. DISTRIBUTIO 1. OBJE A)INTEN B)SCOP C)CONS D)EXCE E)MUNIC 2. RESP A)RESP B) RESP C) RESP D)RESP E)RESP 3. PRIVA A)OVER B)PERSO C)METH D)UTILIT E)PUBLI F)ACCE G)SECU H)DATA I)SOFTW J)FAIRA 4. CONT Privacy Policy TS CONTROLS... ECORD .......... ..................... ON ................ ECTIVE........... NT .................. E .................. SEQUENCES.... PTIONS.......... 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Palo Alto chnology Services age 1 of 8 ary, 2013 ............ 2 ............ 2 ............ 2 ............ 2 ............ 3 ............ 3 ............ 3 ............ 3 ............ 3 ............ 4 ............ 4 ............ 4 ............ 4 ............ 4 ............ 5 ............ 5 ............ 5 ............ 5 ............ 5 ............ 5 ............ 6 ............ 6 ............ 6 ............ 6 ............ 7 ............ 7 ............ 7 ............ 8 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 DOCUME CHANGE APPROVA DISTRIBU Privacy Policy ENT CONT Documen Location Documen Documen Contributo E RECORD Date 12-Jul-12 26-Sep-12 09-Nov-12 19-Nov-12 22-Nov-12 26-Nov-12 6-Dec-12 14-Jan-13 31-Jan-13 VAL Date 06-Dec-12 06-Dec-12 06-Dec-12 14-Jan-13 14-Jan-13 UTION Name City of Pa Providers y TROLS nt Title nt Author nt Manager ors D Author Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat Raj Pat 3 Raj Pat 3 Raj Pat Name 2 Raj Pate 2 Jonatha 2 Tom Auz 3 Grant Ko 3 Informat Steering alo Alto Emplo , Residents a Informatio City of Pa Raj Patel Raj Patel Jonathan Joe Black r Versi tel 0.01 tel 1.0 tel 1.5 tel 1.6 tel 1.7 tel 1.8 tel 1.92 tel 2.0 tel 2.2 el n Reichental zenne olling tion Security g Committee oyees, Servic and Businesse on Privacy Po alo Alto Webs Reichental, kwell, Grant K on Chang First d First d Update Additio Revise Revise Reiche Revise Jonath Revise Grant Revise from In Comm Role Informa Manag Techno CIO; In Techno Assista Utilities Senior Attorne Office Sponso Lo ce es Cit Sh olicy ite and Share Shiva Swam Kolling ge Reference draft develope draft released ed first draft f onal updates ed table of co ed followed b ental and Tom ed according han Reichenta ed according Kolling ed according nformation Se mittee ation Security ger; Informatio ology Departm nformation ology Departm ant Director, s Department r Assistant Cit ey; City Attorn or ocation ty of Palo Alto harePoint In Informa ePoint minathan, Tom e ed for review for review as identified ontent y review from m Auzenne to comments al to comments to recommen ecurity Steeri Com y on ment Appr ment Appr t Appr ty ney’s Appr Appr o Website an City of nformation Te ation Security Pa 31 Janua m Auzenne, m Jonathan s from s from ndations ng mments roved roved roved roved roved d Palo Alto chnology Services age 2 of 8 ary, 2013 DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 1.O The C Palo provi appro finan busin local indus 1798 some busin Califo to en Prote busin provi “Pers “Info in thi A)I The C perso of me perso the C and s polic Infor The g all us secu and s comp B)S The requ inform confo C)C The C their Privacy Policy Objective City of Palo A Alto. In prom isions of the C opriate meas ncial) informat ness as a loca authorities a stry best prac 8.24, 1798.79 e of these pro ness in a man ornia laws. Th nsure the ong ected Critical ness with the ide services. sonally Identif rmation”) are s Policy by re INTENT City, acting in ons who do b eans, includin ons accessing City’s staff and security of the ies, rules, reg mation is coll goals and obj sers having a rity of databa security of the pliance with le SCOPE Policy will gu ired to protec mation data a orm their perf CONSEQUENCE City’s employ work implicat y e Alto (the “City” moting the qua California Pub ures to safeg tion of person al governmen nd reflected i ctices, includin .8(b), 1798.80 ovisions do no nner which pr he objective o oing protectio Infrastructure City and rece The terms “P fiable Informa defined in the eference. n its governme business with ng, without lim g the City’s w d/or authorize e Information gulations and ected, stored jectives of the ccess to the C ase informatio e Information egal and regu ide the City’s ct the confiden are intended t formances to ES yees shall com tes access to ”) strives to p ality of life of t blic Records A uard the secu ns, collected in nt agency. Th n federal and ng, without lim 0(e), 1798.81 ot apply to loc omotes the p of this Policy i on of the Pers e Informationa eiving service Personal Infor ation” and “Pe e California C ental and pro or receive se mitation, from website, and p ed third-party collected by procedures, and utilized i e Policy are: ( City’s applica on assets own provided to t ulatory require staff and, ind ntiality and pr to be covered the Policy sh mply with the the Informati romote and s these persons Act, California urity and priva n the ordinary ese measure d California law mitation, the p .5, 1798.82(e cal governme rivacy of pers is to describe sonal Informa and Personal es from the Ci rmation,” “Pro ersonally Iden Civil Code sec prietary capa ervices from th persons appl persons who a contractors. T the City. The and industry in compliance (a) a safe, pro tions and dat ned by, or ent he City’s staff ements. directly, third p ivacy of the In d by the Policy ould they enj Policy in the ion referred to sustain a supe s, it is the pol a Governmen acy of the per y course and es are genera ws, the City’s provisions of C e), 1798.83(e nt agencies li sonal informa e the City’s da ation, Persona ly Identifying ity or a third p otected Critica ntifying Inform ctions, referre acities, collect he City. The I lying to receiv access other The City is co City acknow best practice e with applica oductive, and tabases; (b) th trusted to, the ff and third pa party contract nformation of y and which w oy conditiona execution of o in this Polic In Informa erior quality o icy of the City nt Code §§ 62 rsonal (includ scope of con lly observed b s rules and re California Civ e)(7), and 179 ike the City, t ation, as reflec ata security go ally Identifiabl Information o party under co al Infrastructu mation” (collec ed to above, a ts the Informa Information is ve services p information p ommitted to p ledges federa es are dedicat able laws. inoffensive w he appropriat e City; (c) the arty contractor tors, which ar f the persons will be advised al access to th their official d cy. A failure to City of nformation Te ation Security Pa 31 Janua of life for perso y, consistent w 250 – 6270, to ding, without l nducting the C by federal, sta gulations, an vil Code §§ 17 98.92(c). Thou the City will co cted in federa oals and obje le Information of persons do ontract to the ure Informatio ctively, the and are incorp ation pertainin s collected by rovided by th portals mainta protecting the al and Califor ted to ensurin work environm te maintenanc controlled ac rs; and (d) fai re by contract whose perso d by City staf hat informatio duties to the e o comply may Palo Alto chnology Services age 3 of 8 ary, 2013 ons in with the o take imitation, City’s ate and d 798.3(a), ugh onduct al and ectives, n, oing City to on”, porated ng to a variety e City, ained by privacy nia laws, ng the ment for ce and ccess ithful t onal ff to on. extent y result in DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 empl D)E In the Polic exce “ISM as m acco form stora will c the re and h by th E)M This 2. RE A)R The C coord The C party perfo The and t in de respo incid depa Non- inclu B)R The draw for a initia plann addre Privacy Policy loyment and/o EXCEPTIONS e event that a cy, the employ ption request ”). The empl may be reques ordance with g by the City A age, access, r consult with th equest, the e his or her sup he CIO, acting MUNICIPAL OR Policy will su SPONSIB RESPONSIBILIT CIO, acting b dinate the imp City’s employ y contractors ormance of th ISM will be re the effectiven etailed, audita onsible for the ents that aris artment-specif -Disclosure A ding, without RESPONSIBILIT Information S wn from the va ll information tives and acti ning processe essed at the a y or legal conse a City employ yee may requ t will be review oyee, with the sted by the IS guidelines app Attorney. The P retention, usa he CIO to app xception requ pervisor. The g by the ISM. RDINANCE persede any BILITIES O TY OF CIO AND y the ISM, wi plementation yees, in partic under contrac eir job respon esponsible for ness of the Po ble technical e City’s IT env e in regard to fic policies an greements (N limitation, loc TY OF INFORMA Security Steer arious City de security effor ivities. The IS es to ensure t appropriate C equences. ee cannot ful est an excep wed and adm e approval of M. The ISM w proved by the Policy’s guide age, and prote prove or deny uest dispositio approval of a City policy, ru OF CITY S D ISM ll establish an of information cular, software ct to the City t nsibilities. r: (a) develop olicy; (c) the d requirements vironments; ( o potential vio nd procedures NDAs) signed cal or ‘cloud-b ATION SECURI ring Committe partments, w rts, including SSC will provid that informatio City departme ly comply with tion by subm ministered by t his or her su will conduct a e City’s Chief elines will incl ection of the I the exception on will be com ny request m ule, regulation STAFF n information n security me e application to provide ser ing and upda development o s, which will b d) assisting th lations of the s which fall un by third party based’ softwa TY STEERING ee (the “ISSC will provide the key informatio de input to th on security ris nt level. h one or more itting Security the City’s Info pervisor, will a risk assessm Information O lude at a mini nformation id n request. Af mmunicated, i may be subjec n or procedur security man easures by the users and da rvices, shall b ating the Polic of privacy sta be designed a he City’s staff Policy; (e) re nder the purv y contractors are services to COMMITTEE ”), which is co e primary dire on security an e information sks are adequ In Informa e element(s) y Exception R ormation Secu provide any a ment of the re Officer (“CIO” imum: purpos dentified in the fter due cons in writing, to t ct to counterm re regarding i nagement fram e City’s gove atabase users by guided by cy, (b) enforci andards that w and maintaine ff in evaluating eviewing and view of this Po , which will pr o the City. omprised of t ection, prioritiz nd privacy ris n security and uately consid City of nformation Te ation Security Pa 31 Janua described in Request.The urity Manager additional info quested exce ) and approve se, source, co e request. The ideration is gi the City emplo measures esta nformation pr mework to init rnment. s, and, indirec this Policy in ng complianc will manifest t ed by the pers g security and approving olicy; and (f) r rovide service he City’s emp zation and ap sks, programs privacy strat ered, assess Palo Alto chnology Services age 4 of 8 ary, 2013 this r (the ormation eption in ed as to ollection, e ISM iven to oyee ablished rivacy. tiate and ctly, third the ce with he Policy sons d privacy reviewing es, ployees, pproval s, tegic ed and DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 C) R All au proce D) R The C City’s comp intern E)R The (NDA the S exec contr objec by th occu The C appro 3. PR A) O The Infor by,o contr activ other The t other desig inform comp main confi third B) P Exce doing perso as a Privacy Policy RESPONSIBILIT uthorized use esses and tec RESPONSIBILIT City’s IT Man s networks, w pliance with th nal reporting RESPONSIBILIT ISM will ensu A), whenever Software as a cuted prior to t ractors. The C ctives, policie he ISM at plan rred. CIO, acting b opriate, comm IVACY PO OVERVIEW Policy applies mation of per or entrusted to ractors under ities include, r networks, sy term “informa r related orga gned, implem mation assets promise, and ntain informati dentiality, inte parties. PERSONAL INF ept as permitte g business wi on has conse local governm y TY OF USERS ers of the Info chnologies wi TY OF INFORMA agers, who a will be respons he City’s infor of events that TY OF AUTHOR ure that the Ci access to the Service (Saa the sharing of City’s approac s, processes nned intervals y the ISM, wi mencing from OLICY s to activities rsons doing b o, the City and contract to th without limita ystems, or de ation assets” a anizations whi ented, and m s. The City’s s inappropriate ion managem egrity, and av FORMATION AN ed or provide ith the City, o ented to the C ment agency rmation will b ithin the scop ATION TECHNO re responsibl sible for confi rmation secur t may have co RIZATION COOR ity’s employee e Information aS) Security a f the Informat ch to managin , and procedu s, or wheneve ll review and the date of it that involve t usiness with t d will be mad he City to pro ation, accessin evices. also includes ile those asse maintained to e staff will act to e disclosure o ment systems, vailability of its ND CHOICE d by applicab r receiving se City’s sharing o with third par be responsible e of responsi OLOGY (IT) MA e for internal, guring, maint rity and privac ompromised RDINATION es secure the will be grante and Privacy T tion of person ng information ures for inform er significant c recommend ts adoption. he use of the the City or re e available to vide Software ng the Interne the personal ets are under ensure that o o protect its in or alteration. T networks an s information ble laws, the C ervices from th of such inform rties under co e for complyin ibility of each ANAGERS , external, dir taining and se cy policies. T network, syst e execution of ed to third par Terms and Co ns covered by n security and mation securit changes to se changes to th e City’s inform ceiving servic o the City’s em e as a Service et, using e-ma information o the City’s con nly authorize nformation as The City will p nd processes assets to the City will not sh he City, in vio mation during ontract to the C In Informa ng with inform user. rect and indire ecuring the C hey are also tem or data s f Non-Disclos rty contractor onditions. An y this Policy w d its impleme ty) will be rev ecurity implem he Policy ann mation assets, ces from the C mployees and e consulting s ail, accessing of the City’s e ntrol. Securit d persons wil ssets from the plan, design, in order to as e City’s emplo hare the Infor olation of this the conduct City to provid City of nformation Te ation Security Pa 31 Janua mation privacy ect connection City’s IT netwo responsible fo ecurity. sure Agreeme rs, in conjunct NDA must be with third party entation (i.e. viewed indepe mentation hav nually, or as namely, the City, which ar d third party services. The g the City’s int employees an ty measures w ll enjoy acces eft, damage, l implement an ssure the app oyees and aut rmation of any Policy, unles of the City’s b e services. Palo Alto chnology Services age 5 of 8 ary, 2013 y ns to the orks in or timely ents tion with e y endently ve re owned se tranet or nd any will be ss to the oss, nd ropriate thorized y person ss that business DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 C)M The C colle busin may and w forma The C site m City w the In the b Inter the u comp their on hi sites D)U In the Depa custo Utiliti apply other with Busin have mont resid and/o the s Busin cove Infor E)P The could unles F)A The C acce affec Privacy Policy METHODS OF C City may gath ction of such ness as a loca be gathered with other tec ation in order City’s staff wi may use “coo will note that nternet Protoc browser softw net address o user’s comput promise the u computers by is or her com . UTILITIES SERV e provision of artment (“CPA omers. To the ies Rules and y; provided, h rwise directed other City dep nesses and re e secure acce thly utility usa dents with non or billing data standard mon nesses and re red by the sa mation under PUBLIC DISCLO Information th d be incorpora ss such inform ACCESS TO PE City will take ss to that per cted persons w y COLLECTION O her the Inform information is al governmen at service win chnologies, wh r to secure the ll inform the p kies” to custo a cookie cont col address o ware and oper of the website ter by using th user’s privacy y using any o puter, it will n VICE f utility service AU”) will colle e extent the m d Regulations however, any d or approved partments ex esidents with ss through a age and billing n-standard or a provided to t thly billing. esidents with ame privacy p r applicable fe OSURE hat is collecte ated in a publ mation is exem ERSONAL INFO reasonable s rson’s Informa who can revie OF PERSONAL mation from a s both necess nt agency in it ndows and co herever the C e City’s servic persons whos omize the brow tains unique i of the compute ating systems e from which t he City’s web or security. U of the widely a ot prevent or es to persons ect the Informa management or other ordi such Rules a d by the Coun cept as may b standard utili CPAU websi g data. In add experimenta them through such non-sta rotections an ederal and Ca ed by the City lic record that mpt from disc ORMATION teps to verify ation. Each C ew and updat INFORMATION variety of sou sary and appr ts governmen ontact centers City may intera ces. se Information wsing experie information th er used to ac s used, the da the user linke site do not c Users can refu available meth prohibit the u s located withi ation in order of that inform nances, rules and Regulatio ncil. This inclu be required b ity meters and te to their Info dition to their r l electric, wat non-City elec andard or exp d personal in alifornia laws. in the ordina t may be subj closure to the a person’s id City departmen te that informa urces and res ropriate in ord ntal and propr s as well as a act with perso n are covered ence with the hat a web site ccess the City ate and time ed to the City’s contain the Inf use the cooki hods. If the us user from gain in Palo Alto, t r to initiate an mation is not s s, regulations ns must conf udes the shar by law. d/or having n ormation, incl regular month ter or natural ctronic portal perimental me nformation exc ry course and ject to inspec public by Ca dentity before nt that collect ation at reaso In Informa sources, prov der for the Cit rietary capaci at web sites, b ons who need d by this Polic e City of Palo A e can use to tr y’s web sites, a user access s web sites. C formation, and ies or delete t ser chooses n ning access t the City of Pa d manage uti specifically ad or procedure form to this Po ring of CPAU- on-metered m luding, withou hly utilities bil gas meters m s at different etering will ha change rules d scope of co ction and copy alifornia law. e the City will g ts Information onable times. City of nformation Te ation Security Pa 31 Janua ided that the ty to conduct ties. That inf by mobile app d to share suc cy that the Cit Alto web site rack, among o the identificat sed the site, a Cookies creat d thus do not the cookie file not to accept to or using the alo Alto Utilitie ility services t ddressed in th es, this Policy olicy, unless -collected Info monthly servic ut limitation, th ling, business may have thei intervals than ave their Inform applicable to onducting its b ying by the pu grant anyone n will afford ac Palo Alto chnology Services age 6 of 8 ary, 2013 formation plications, ch ty’s web . The others, tion of and the ted on t es from a cookie e City’s es to he y will ormation ces will heir ses and ir usage n with mation o business ublic, e online ccess to DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 G)S Exce perso partie reaso perso The C Infor insta such If the occu breac date( and t H)D The C perio destr I)S The C servi In ord those the S provi servi confi Thes whic servi inclu moni term comp Prior servi even requ prom J)F CPA mana Privacy Policy SECURITY,CO ept as otherwi ons covered b es without the onable contro ons covered b City may auth mation of per nces, the City Information o e City become rred, with res ch in accorda (s) of the know the proposed DATA RETENTI City will store od is establish ruction. SOFTWARE AS City may eng ces, common der to assure e who receive SaaS services ider, shall des ces and/or fu dentiality and se requiremen h the services ces provider’ ding disaster itoring service “IT infrastruc puters, and da r to entering in ces provider nt that the Saa irements duri mptly inform th FAIR AND ACC U will require age utility ser y NFIDENTIALITY ise provided b by this Policy e express writ ols that are de by this Policy horize the City rsons who do y will require only in further es aware of a spect to the In ance with app wn or suspec action to be ION /INFORMA e and secure a hed by law, fo A SERVICE (S age third part nly known as the privacy a ed services fro s provider and sign, install, p urnishes good d privacy of th nts include inf s are provided s operations recovery and es to ensure a cture” refers to atabase man nto an agreem to complete a aS services p ng the course he ISM. URATE CREDIT utility custom rvices to them Y AND NON-DIS by applicable as confidenti tten consent o esigned to pro . y’s employee business with the City’s em rance of City- breach, or ha nformation of licable laws. cted breach, t taken or the r ATION RETENTI all Information or seven (7) ye SAAS) OVERSI ty contractors Software-as- and security o om the City, a d its subcontr provide, and m ds to the City, he Information formation sec d to the City, and maintena d business co a secure and o the integrate agement dev ment to provid and submit an provider reaso e of providing T TRANSACTIO mers to provid m. SCLOSURE law or this Po ial and will no of the person otect the conf and or third p h the City or r ployee and/o -related busin as reasonable a person, the The notice of he nature of t responsive ac ION n for a period ears, and the GHT s and vendors a-Service (Sa of the Informa as a condition ractors, if any maintain a sec to the extent n. curity directive including con ance process ontinuity plann reliable envir ed framework vices, upon wh de services to n Information onably determ services, the ON ACT OF 200 de their Inform olicy, the City ot disclose it, n affected. The fidentiality and party contrac receive servic or the third pa ness and in ac e grounds to e City will notif f breach will in the Informatio ction taken by d of time as m ereafter such i s to provide s aaS). ation of those n of selling go y, including an cure IT enviro t any scope of es pertaining nnection to th es needed to ning; and (c) t ronment and k, including, w hich digital ne o the City, the Security and mines that it ca e City will requ 03 mation in orde In Informa y will treat the or permit it to e City will dev d security of t ctors to acces ces from the C rty contractor ccordance wit believe that a fy the affecte nclude the da on that is the y the City. may be require information w software appli who do busin oods and/or s ny IT infrastru onment, while f work or serv to: (a) the IT e City's IT sy o support the the IT infrastr service availa without limitat etworks opera e City’s staff w Privacy Que annot fulfill th uire the SaaS er for the City City of nformation Te ation Security Pa 31 Janua e Information o o be disclosed velop and ma the Informatio s and/or use City. In those rs to agree to th the Policy. a security bre d person of s ate(s) or estim subject of the ed by law, or i will be schedu cation and da ness with the ervices to the cture service e it performs s vices implicat infrastructure stems; (b) the IT environme ructure perfor ability to the C tion, data cen ate. will require the estionnaire. In e information S services pro to initiate and Palo Alto chnology Services age 7 of 8 ary, 2013 of d, to third aintain on of the use ach has such mated e breach, if no led for atabase City and e City, s such tes the e, by e SaaS ent, rmance City. The ters, e SaaS n the n security ovider to d DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Information P Version 2.2 Fede 108- credi and i preve CPA when chan Ther §179 4. CO Info Chie Utili City Privacy Policy eral regulation 159), includin itor” which pro implement pro ent, respond U procedures never significa nges to CPAU e are Californ 98.92. ONTACTS rmation Secu ef Information ties Departm y Attorney’s O y ns, implement ng the Red Fla ovides service ocedures for and mitigate s for potential ant changes t U identity theft nia laws which urity Manager n Officer: Rei ent: Auzenne Office: Kolling, ting the Fair a ag Rules, req es in advance an identity th potential iden identity theft to security im t procedures, h are applicab r: Patel, Raj < chental, Jona e, Tom <Tom Grant <Gran and Accurate quire that CPA e of payment eft program fo ntity theft of its will be review plementation or as approp ble to identity Raj.Patel@C athan <Jonath m.Auzenne@C nt.Kolling@Ci Credit Trans AU, as a “cov and which ca for new and e s customers’ wed independ n have occurre priate, so as to y theft; they ar CityofPaloAlto han.Reichent CityofPaloAlto tyofPaloAlto.o In Informa sactions Act o ered financia an affect cons existing accou Information. dently by the ed. The ISM w o conform to re set forth in .org> tal@CityofPal o.org org> City of nformation Te ation Security Pa 31 Janua of 2003 (Publi l institution or sumer credit, unts to detect, ISM annually will recomme this Policy. California Ci loAlto.org> Palo Alto chnology Services age 8 of 8 ary, 2013 c Law r develop , y or nd vil Code DocuSign Envelope ID: C278FFBC-E957-4795-A349-AD505E8394C0 Certificate Of Completion Envelope Id: C278FFBCE9574795A349AD505E8394C0 Status: Completed Subject: Please DocuSign: C18170014 US Digital Design Contract(final).pdf Source Envelope: Document Pages: 56 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 12/26/2017 6:30:32 AM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Dominic Magnoni dmagnoni@usdd.com VP - General Manager Security Level: Email, Account Authentication (None)Using IP Address: 174.79.42.167 Sent: 12/26/2017 6:40:27 AM Viewed: 12/27/2017 9:40:40 AM Signed: 12/27/2017 9:41:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Geoffrey Blackshire Geoffrey.Blackshire@CityofPaloAlto.org Deputy Fire Chief Fire Services Security Level: Email, Account Authentication (None) Sent: 12/27/2017 9:41:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign AnaBella Gonzalez anabella.gonzalez@cityofpaloalto.org Administrative Assistant City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 12/27/2017 9:41:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/27/2017 9:41:24 AM Certified Delivered Security Checked 12/27/2017 9:41:24 AM Signing Complete Security Checked 12/27/2017 9:41:24 AM Completed Security Checked 12/27/2017 9:41:24 AM Payment Events Status Timestamps