HomeMy WebLinkAbout 5.2 Motion to approve a contract with Argon Electric for the supply of the new Station 13 alerting system from US Digital Designs in an amount not to exceed $92,309.004/16/2020 BoardDocs® Pro
Agenda Item Details
Meeting Dec 10, 2019 - SPECIAL MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m.
Category 5. CONSENT AGENDA
Subject 5.2 Motion to approve a contract with Argon Electric for the supply of the new Station 13
alerting system from US Digital Designs in an amount not to exceed $92,309.00
Access Public
Type Action (Consent)
Preferred Date Dec 10, 2019
Absolute Date Dec 10, 2019
Fiscal Impact Yes
Dollar Amount 92,309.00
Budgeted Yes
Recommended Action Approval of a contract with Argon Electric in the amount not to exceed $92,309.00 for the
supply of the new Station 13 alerting system from US Digital Designs and will be invoiced
and paid from the 2020 Village of Mount Prospect Budget.
Public Content
Information
Background
In 2018, the Fire Department began the replacement process for the station alerting system as approved by the
Village Board. The replacement was split into two years for completion, with Stations 12 and 14 scheduled for
completion in 2018 and existing Station 13 scheduled for 2019. The total budget for the replacement was $110,000
split equally over those two years. Only Station 12 has been completed 100%, while the equipment has been
purchased for Station 14 to date. The installation work is upcoming.
During this replacement schedule, the Village purchased the property at 111 E. Rand with the idea to relocate Station
13. In doing so, the replacement of the alerting system at current Station 13 became unnecessary and focus could
shift to installation of an all new alerting system at new Station 13.
The purpose of the station alerting system is to provide critical dispatch information to our first responders. In
addition to location and nature of a call, the alerting system provides GPS information as well as response time goals
for each call (turnout time). The updated system is proprietary and provided by the sole source, US Digital Designs,
which is approved by Northwest Central Dispatch Agency, and includes improved pre -tones and lighting, which alert
the Firefighters. These enhancements reduce cardiac stress, anxiety, optical shock, and sleep deprivation with ramped
tones and zone alerting. The radio equipment allows for each station to have a stand-alone system, which eliminates
paper call printouts and moves towards an all-digital platform. Information will be clearly displayed on monitors
throughout the station, instead of on a sheet of paper in one area. This system also allows for each station to monitor
frequencies unique to their area of mutual aid.
The two systems selected for Stations 12 and 14 include upgraded radio equipment, call display boards, turn out
countdown clocks, and an LED light system for each station. The system simultaneously notifies Village Fire personnel
at one or more stations in less than one second, reducing overall response times.
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New Station 13
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The system designed for new Station 13, to be located at 111 E. Rand Road, includes all the same equipment as the
two outlying stations, but goes one step further. The inclusion of Color Indicator Remote (CIR's) in multiple locations
across the entire new building allows personnel to instantly know specifically who and which apparatus will be
responding, even before audible dispatch information is provided. These color specific LED lights are easily visible in
sunlit rooms and will enhance staff's ability to respond more quickly. The additional equipment, along with an overall
new system, compared to the upgrading of systems already in place, does come with a higher cost. These costs are
included in the 2020 budget for the Fire Department. While the outlying stations are smaller and are upgraded for
approximately $17,000 in equipment purchase price each, the new Station 13 equipment cost just under $93,000.
The costs are due to the fact that the building is completely new and has been set up with equipment in ideal
locations and quantities as opposed to simply replacing existing equipment in existing locations.
The cost to install this station alerting system is built into the overall Guarantee Maximum Price (GMP) contract with
Nicholas & Associates for the construction of the new Fire Headquarters. The cost of the equipment could not be
included in the original bid packages because the supplying vendor did not release quote pricing until June of 2019.
The bids for the overall GMP were received in March of 2019 and excluded this equipment from the pricing. However,
all conduit, wiring, junction boxes, and labor for the installation was included in the overall GMP, so the only exclusion
was the actual hardware and equipment itself.
Additionally, this system has to be purchased by the project electrician, Argon Electric, with the new construction
warranty the Village is receiving from Nicholas & Associates and the project electrician. The contract between Nicholas
& Associates and Argon Electric allows for a standard change order markup of 10%, but because this was such a large
purchase of equipment, Argon Electric agreed to reduce their markup to 5% to help the project. There is also a
required training on the installation of the system that is included in this overall process by US Digital Designs to
Argon Electric. The quote from Argon Electric is included with this memo, along with the US Digital Designs quote to
Argon.
Timeframe
This equipment is scheduled to be installed in the new Fire Headquarters just after the first of the year and will take a
couple weeks for delivery once the order is placed. As such, staff is requesting for the Village Board to approve the
purchase of the new station alerting system at the December 10, 2019 meeting so the order can be placed. However,
the funding for this purchase and the invoice will be processed after January 1, 2020 so as to satisfy the use of 2020
budget funds. Staff also had to wait for the approval of the overall Village of Mount Prospect budget to be approved in
November to make sure the funds were approved by the Village Board for all of 2020, which allowed for this small
window to seek approval and keep the project on schedule.
Alternatives
1. Approval of a contract with Argon Electric in the amount not to exceed $92,309.00 for the supply of the new
Station 13 alerting system from US Digital Designs.
2. Action at discretion of Village Board.
Staff Recommendation
Staff recommends approval of a contract with Argon Electric in the amount not to exceed $92,309.00 for the supply of
the new Station 13 alerting system from US Digital Designs at the Village Board meeting on December 10, 2019 and
will be invoiced and paid from the 2020 Village of Mount Prospect Budget.
Administrative Content
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Executive Content
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All items under Consent Agenda are considered routine by the Village Board and will be enacted by one motion. There
will be no separate discussion of those items unless a Board member or member from the audience so requests, in
which the item will be removed from the Consent Agenda and considered in its sequence on the agenda.
Motion & Voting
Approval of a contract with Argon Electric in the amount not to exceed $92,309.00 for the supply of the new Station
13 alerting system from US Digital Designs and will be invoiced and paid from the 2020 Village of Mount Prospect
Budget.
Motion by Michael Zadel, second by William Grossi.
Final Resolution: Motion Carries
Yea: William Grossi, Eleni Hatzis, Paul Hoefert, Richard Rogers, Colleen Saccotelli, Michael Zadel
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November 23, 2019
Mr. Mark Rysavy Email: mrysavy@mountprospect.org
Village of Mount Prospect
50 S. Emerson Street
Mount Prospect, IL 60056
Re: USDD — Alert System —
Fire Station #13
Dear Mark:
We are pleased to submit our proposal to furnish the following U S Digital Design equipment and services
for a complete and operational alert system for Fire Station #13.
- Licenses
- Controller and Expansion Kits and UPS unit
- Peripheral Components (Remotes, Speakers, Speaker Strobes)
- Configuration and Start Up
- Project Management
- Design and Engineering
- Installation Contractor Training
- Shipping of all Components
USDD Proposal (Attached) .................................. $ 87,913.00
Argon Mark-Up (Reduced from 10% to 5%) ............ $ 47396.00
TOTAL COST FOR THIS PROPOSAL .................. $929309.00
Thank you for the opportunity to be of service. I look forward to working with you on this project and
providing the quality work that Argon Electric is recognized for throughout the construction industry.
Please feel free to contact me if you have any questions or require additional information.
Sincerely,
ARGON ELECTRIC COMPANY, INC.
JZ040VAU it &S6
Ronald J. Cacioppo
FIRE STATION ALERTING SYSTE
PURCHASE CONTRACT
(Non -Governmental) I
This Fire Station Alerting System Purchase Contract ("Contract") is made in the State of Arizona
by and between US Digital Designs, Inc. with its principal place of business at 1835
East Sixth Street, Suite 27, Tempe, Arizona 85281 and the following entity ("Customer"):
Argon Electric Company, Inc.
Attn: Ron Cacioppo
1700 Leider Lane, Suite #100
Buffalo Grove, IL 60089
Telephone: (847) 987-4200
Email: reac, "
1. Recitals. The Customer requires USDD to provide certain goods, products and services
related to the fire station alerting system for installation in Mount Prospect Fire Department's
Station 13. USDD has agreed to provide such goods and services to the Customer pursuant to
the terms, conditions, and limitations of this Contract. In consideration of the forgoing, and for
other good and valuable consideration, the parties hereby agree to the terms set forth in this
Contract.
2. Definitions. For purposes of this Contract, the following terms shall have the following
meanings:
a. "Additional Services" means any and all services performed by USDD at the
instruction or request of Customer through its authorized personnel that are not
specifically included in the Scope of Work.
b. "Communications Gateway" means the pair of redundant servers used as the
master communications hub for the System as set forth in the Quote.
C. "End User" means the following fire department: Village of Mount Prospect
Fire Department.
d. "Engineering Services" means engineering or project management services
performed by I. SD employees, agents or contractors directly related to
planning and documenting the layout, design, project schedule, installation, and
functionality of the System as a whole and at each individual installation sight.
e. "Hardware" means a physically tangible electro -mechanical system or sub-
system and associated documentation provided to Customer or End User by
USDD, prvl',ded 110wever. that Hardware shall not include any televisions or
monitors manufactured by third parties.
f. "Intellectual Property" means any and all. rights of USDD related to USDD's
Products and business existing from time to time under patent law, copyright law,
trade secret law, trademark law, unfair competition law, and any and all other
proprietary rights, and any and all derivative works, work product, applications,
renewals, extensions and restorations thereof, now or hereafter in force and effect
worldwide.
g. "Prime Contract" means the written contract or agreement between Customer and
End User for the Project.
h. "Products" means the Hardware,, Software and other tangible goods, equipment,
supplies and components included in the Quote.
k
1 "Project191) means the provision of the fire station alerting system for End User's
Station 13.
"Quote" means the document at Exhibit A excluding the section titled "terms and
conditions," if any.,
k. "Scope of Work" means the document attached atxrvibt ley. Scope of Work
....................................
excludes any goods or services to be provided directly to End User under the
Service Agreement.
1. "Service Agreement" means the document attached at Exhibi-t.C.,
M. "Software" means software programs, including embedded software, firmware,
executable code, linkable object code, and source code, including any updates,
modifications, revisions, copies, documentation, and design data that are licensed
to End User by .DSII .
n. "S ,tem" means all Hardware and Software purchased by Customer for resale to
End User as part of the Project and that is used exclusively by End User as part of
its fire station alerting system, provided however, that the term "System"
specifically excludes any components, hardware, or software provided by third
parties, including without limitation Customer's or End User's computers, lap
tops, computer peripherals, monitors, televisions, routers, switches, operating
systems, computer programs, applications, internet and network connections, and
any other parts or items not provided directly by USDD.
0. "Station Controller" means the CPU and related computer components (whether
U`SDD's ATX or ATU model) to be installed at each fire station as described in
the Quote.
p."Warranty" means the New System Warranty attached at ExiiihitD.
q. Undefined technical terms, specifications and acronyms used throughout this
Contract shall have the meanings generally attributed to them in the in the fire
station. alerting industry.
3. Products and Services. USD D agrees to provide the Products and perform the services
set forth in the Scope of Work at the prices set forth in the Quote. Prices are subject to
correction for error. Unless otherwise specifically waived in the quote, Customer shall bear all
costs of shipping the Products. Risk of loss or damage in transit shall be borne by USDD. Upon
delivery to Customer's site, Customer shall bear all risk of loss or damage to any Products
occurring thereafter.
4. Engineering Services and Additional Services. Except as otherwise set forth in the
Quote, all Engineering Services and Additional Services provided by USDD to Customer shall
be charged at $250.00 per man-hour.
5. Invoices and Payment. USD D shall invoice Customer for all Products delivered to
Customer and all services provided to Customer on a monthly basis. All invoices shall be due
and payable upon receipt in United States currency, free of exchange, or any other charges, or as
otherwise agreed upon and set forth in writing by U`SDD. Invoices unpaid for 30 days are
subject to interest at 18% per annum.
6. Acceptance of Station Installation. Upon substantial completion of installation at each
fire station or dispatch center, Customer shall prepare and deliver to End User a written request
in a form acceptable to USDD for End User's acceptance of the installation ("Request for
Acceptance"). Upon presentation of the Request for Acceptance, Customer shall provide End
User with a reasonable time frame to inspect the station installation and (i) accept the installation
as presented, or (ii) accept the installation subject to completion of specified tasks necessary for
the installation to comply with the Scope of Work ("Punch List"). The Punch List shall
specifically identify each task or item that is not in. compliance with the Scope of Work and
propose reasonable dates for completion., but not less than 1.4 days. Thereafter, Customer shall
address all Punch List items in a timely and reasonable fashion and the installation shall be
deemed complete and accepted.
7. Taxes. The amount of any sales, use, occupancy, excise, or other tax, federal, state, or
local which USDD shall be obligated legally to pay, either on its own, on behalf of the Customer
or otherwise, with respect to the Products and services to be provided under this Contract, shall
be paid by Customer in addition to all other sums due hereunder.
8. Warranty. USDD warrants and guarantees its Products subject to the ten -ns and
limitations set forth in the Warranty. The Customer's rights and remedies with respect to
Products found to be defective in material or workmanship shall be limited exclusively to the
rights and remedies set forth in the Warranty. For purposes of determining the commencement
date of the Warranty Period, the date of this Contract shall be the date that the Prime Contract is
executed between Customer and End User or the date this contract is executed between the
parties, which is later.
9. Intellectual Property. Customer hereby agrees and acknowledges that USDD owns all
rights, title, and interest in and to the Intellectual Property. Customer agrees to not remove,
obscure, or alter SDD's or any third party's copyright notice, trademarks, or other proprietary
rights notices affixed to or contained within or accessed in. conjunction with or through USDD's
Products. Nothing herein shall be deemed to give, transfer, or convey to Customer any rights in
the Intellectual Property other than the license to use the Software, as set forth below.
10. License. At all times that Customer is in compliance with the terms of this Contract and
all other agreements between the parties, Customer shall have a non-exclusive, non -transferable,
fully paid license to use the Software in conjunction with the System.
11. Insurance. If required, USDD and its contractors will provide to Customer copies of
current insurance certificates for general liability insurance and workers' compensation insurance
( "Proof of Insurance"). Notwithstanding the foregoing, if after submission of the Proof of
Insurance Customer authorizes _USDD or its contractors to proceed with the performance of this
Agreement, it shall be conclusively presumed and determined that the insurance is in full
compliance with. Customer's requirements, and such requirements shall be deemed revised and
amended to require only the coverages provided in the Proof of Insurance. These terms are
effective and shall be controlling whether the Proof of Insurance is provided before or after the
date of this Contract.
12. Contingencies. This Contract and the parties' rights and duties hereunder are contingent
on the following occurrences ("C ontingencies" or USDD's written waiver thereof:
a. The execution of the Prime Contract by the Customer and End User;
b. The End User's written agreement, in a form acceptable to USDD in its sole
discretion, to the Warranty, the terms of this Contract relating to the Intellectual
Property, and the terms of the Software license granted hereunder; and
c. The execution of a written agreement between USDD and the End User for
service and maintenance of the System after expiration of the Warranty Period in
a form substantially similar to the Service Agreement or otherwise acceptable to
USDD in its sole and absolute discretion.
13. Customer Obligations. Customer shall take and perform all reasonable action necessary
to facilitate USDD"s performance of the Scope of Work hereunder. Without limiting the
foregoing, Customer shall be responsible for or ensure that End User is responsible for the
following:
a. The provision of VPN using SSH protocol for remote access to the System for
installation, testing, and remote access support;
b. The procurement and/or provision of all computers, peripherals, and consumables
(collectively "Customer Equipment"), including printer paper, toner and ink
necessary for the installation, testing and functionality of the of the System;
c. At each ATX or ATU Station Controller installation site, Customer shall:
t. Provide mounting location for Station Controller;
ii. Provide one 15A/120V AC outlet within 4'of the Station Controller
location preferably on a Generator circuit;
iii. Provide mounting location for Station Controller UPS, if necessary;
iv. Provide one 10/ 1 00baseT LAN connection within 6' of the Station
Controller from station LAN with 2 -way TCP/IP and UDP/IP connectivity
to Communications Gateway network (dispatch center or computer
equipment location);
v. Provide one IP address, subnet mask, and default gateway for each station
location;
Provide external VPN access to the IP addresses assigned to the Station
Controllers, which must provide access for and HTTPS (4 431
vii. Provide connection to existing 70 volt speaker system if existing amplifier
and/or speaker system is to be used;
viii. Provide dispatch radio for audio source for dispatch alerting, if necessary.
Provide made and model of radio to be used, as well as any connector
pinouts if USDD is responsible for connection per the Contract. Note,
Customer is responsible for connection to Customer's radios unless
otherwise specified in the Contract;
ix. Provide connections from telephone intercom, secondary dispatch radio,
or other existing audio sources to the Station Controller, if necessary.
Provide technical documentation on any interfaces that USDD is
responsible for per the Contract. Note, Customer is responsible for
connection to Customer Equipment unless otherwise specified in the
Contract; and
x. Provide technical documentation of all existing equipment to which the
Station Controller or Peripherals are to be interfaced. Note, Customer is
responsible for connection to Customer Equipment unless otherwise
specified in the Contract.
d. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in any operating manuals for the Customer
Equipment, including the replacement of UPS batteries as necessary,
e. Providing all reasonable security and bearing all risk of loss or damage to any
I
'
or installed on Customers property -
Products delivered to, stored at,
f. Providing a stable means of data transmission between the Communications
Gateway (servers located at Northwest Central Dispatch) and each Station
Controller 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;
g. The correct use of the Products and System in accordance with the manufacturer
and USD 's operating instructions; and
h. The security, accessibility, and integrity of the System, Customer Equipment, and
installation site.
14. Termination
a. By Customer. If this Contract is terminated by Customer for any reason other
than USDD's breach, Customer shall immediately pay USDD for all work in
progress, services rendered, all inventoried or ordered Products, and all other
costs incurred by USDD related to this Contract.
b. By USDD. If Customer refuses or fails to perform any of its obligations in
accordance with this Contract, including, without limitation, to remit all payments
in. a timely manner, USDD shall provide written notice thereof to Customer
("Default Notice"). The Default notice shall specifically describe the nature of
the alleged failure and demand that Customer cure such failure within a specified
reasonable time period, which in the event of a failure to make timely payment
shall be five days, and in all other events shall. not be less than 30 days ("Cure
Period"). If Customer fails to cure the failure within the Cure Period, such failure
shall be deemed a default under this Contract. In such event, USDD shall have
the right to terminate this Contract by written notice to Customer, and Customer
shall immediately pay USDD for all. work in. progress, services rendered, all
inventoried or ordered Products, and all other costs incurred by USDD related t
this Contract. I
c. For Failure of Contingencies. USDD may terminate this Contract upon written
notice at any if it determines, in its sole discretion, that any of the Contingencies
have failed or are unlikely to occur.
15. Assignment. The parties shall not assign in whole or in part the Contract without the
prior written consent of the other party, which consent may not be unreasonably withheld.
Notwithstanding the foregoing, may freely transfer its rights under this Contract in the
event of a sale of all or substantially all of this assets or stock. Each party binds itself, its
successors, assigns, executors, administrators or other representatives to the other party hereto
and to successors, assigns, executors, administrators or other representatives of such other party
in connection with all terms and conditions of this Contract.
1.6. Force Majeure. Except for Customer's duty to pay sums due hereunder, neither party
will be liable for any act, omission, or failure to fulfill its obligations under this Contract 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 Contract, 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 ful-fill. its obligations an
the effect of such failure; and I
b. Use all responsible endeavors to avoid or remove the cause and perform its
obligations.
17. Images and Testimonials. During the term of this agreement and, Customer agrees that
USDD may take, make or obtain images, pictures, photographs, commentary, and video and
audio recordings of the System and installation sites and reproductions of the same in whole or in
part, either digitally or in any other medium now known or later discovered (collectively
"Images"). In addition, USDD may request Customer to provide testimonials, endorsements,
feedback or other written or oral comments concerning Customer's experience with the System
(collectively "Testimonials"). Customer consents to USDD's use of such Images and
Testimonials for verification, training, and promotional purposes in USDD's sole 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.
18. Notices. Whenever any provision of this Contract requires the giving of written notice, it
shall be deemed to have been validly given if delivered (i) in person, (ii' ) by registered mail,
postage pre -paid, (iii) by a nationally recognized overnight courier service, or (iv) electronically
via facsimile copy or email, provided that the sender obtains confirmation of transmission, to the
following.-
For the Customer. -
Name:
.on Cacioppo
Title:
President
Address:
1700 Leider Lane, Suite #100
Buffalo Grove, IL 60089
Fax:
Email":
rcqe,ppq@ gg.qnelec.net
............. . -11''",
For USDD:
US Digital Designs, Inc.
Att:entl*'on: Dom Itfl,c Magnoni
th
835 East 6 Street, Suite 27
Tempe, Arizona 85281
Fax: 480-290-7892
Email:.gr.r...usdd.com
usdd.com
19. 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 Contract. When the context
of the words used in this Contract 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.
20. Waiver. No failure or delay, in any one or more instances, to enforce or require strict
compliance with any term of this Contract 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 to contained in this
Contract.
21. Governing Law. This Contract will be governed by and construed according to the laws
of the State of Arizona without regard to conflicts of law principles.
22. Execution in Counterparts. This Contract may be executed in counterparts, all of
which taken together shall. be deemed one original. The date of this Contract shall be the latest
date on which any party executes this Contract.
23. Entire Agreement. This Contract 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 Contract supersedes and replaces the "terms and conditions"
section set forth in the Quote, if any. This Contract may not be amended, altered, or changed
except by the express written agreement of the parties. No part or term of the Prime Contract
shall be deemed to amend or supplement this Contract except upon the express written
agreement of the parties.
24. Joint Effort. This Contract 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 Contract
or any term thereof.
25. Savings Clause. In the event any part, provision, or term of this Contract is deemed to
be illegal or unenforceable, this Contract 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 Contract shall be and remain in full force and effect.
26. 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 Contract 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.
27. Incorporation of all Exhibits. All exhibits, addenda, schedules and other documents
referenced herein and attached hereto are hereby fully incorporated and made a part hereof by
this reference as if the terms and content thereof had been fully set forth in the body of this
Contr,zct.
Its:
Date.-
ma
-bffmo
By. . . . ........ ...
DOMINIC MAGNONI, Vice President
EXHIBIT A
Quote
See Quote #IL_MTP005-Qv1—NewStationl3_Noinstall(2019JUN19).pdf attached hereto
US, DIGITAL DES,l ns
Tempe, Arizona USA
Phoenix G2 - Automated Fire Station Alerting
Quotation to:
Village of Mount Prospect, Illinois
Mount Prospect Fire Department
Project:
G2 Fire Station Alerting System
One (1) Station System /New Station 13
Proposal number:
ILI-MTP005
Revision #
1
Quote Date:
19 -Jun -2019
Quote Expires:
17 -Sep -2019
INSTALLATION BY:
N/A -Not Included
To Be Contracted Directly by Village
By:
Erik Hanson
Project Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
602-687-1739 direct
480-290-7892 fax
ehanson@usdd.com
[This Proposal is subject to corrections due to Errors or Omissions]
PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 8
US DIGITAL DESIGnS
REF PROPOSAL
MTP005 A
STATION 13
Based from USDD G2 Fire Station Alerting, SXstem Desig'n Drawing # USDD.lL MPI.FS1 3.NEW.FSA.2019.06.05.12df
STATION SYSTEM LICENSES
Item
11 Unit
Mfr
........... . . . . . .........
Deserlotion
Part No.
. . ......... . . . . . ........ --- - - -------
US Ust Unit
QUOTE UNIT
QUOTE EXT
SLI
Ea
LISDD
1
G2 VOICEEALERT - Single Station License.
VA
$
1,030.00
$ 927.00
$ 927.00
Audio Amplifier, External, Standard
G2 MOBILE FSAS APP - Single Device License, Up
............
Shelf, Under Table or Wall Mount, for 1 U 1/2 Rack
to 24 Licenses -Per -ATX are offered at $0.00 cost each
-- ---- — — ------ -
iG2 COLOR INDICATOR REMOTE Module - Up to
$ 13,050-00
SL2
EaNr
USDD
24
as long as system is currently under warranty or elected
G2 -APP -DLI
$
108.00
$ 97.20
NIA - Included
ecurring annual support coverage,
'Lc
by (Dthers; C,,E,C. control subject to TV ability)
for detail
............................... . ........... .
..........
STATION SYSTEM CONTROLLER
......................
'Flat Panel Monitor / Smail HDTV 40-43" (Electrical
. .
........... .....
0M
unit
Mfr
0
De"tion
i
Part No.
US List unit
M"EV
I O"TNIT
I MBTiT;T I
to'TV.Pbility ................ ...
G2 ATX STATION CONTROLLER -
Sci
Kit
USDD
Power/Signal/Control up to 8 peripheral Remote
ATX
$
21,75
$ 19,575.00
$ 19,575.00
P2 1/0 REMOTE Module w/ 8 In & 8 Out
t
s 11275.00
Options, 4 Unique Amps/Zones available.
------- . ......... . .
Push Button, Standard (Black)
$ 99-00
G2 EXPANSION KIT - Allows ability to
0211111131111MI,",.Push
Button, Emergency (Red)
SC2
Kit
USDD
2
Power/Signal/Control up to 12 more peripheral
EXP
$
7,325.00
$ 6,592.501
$ 13,185.00
$ 4,590.00
Remote ogtions ,per EXP.
2)
Kit
USDD
0
Rack Mount Ears for ATX or EXP
ATX- E
$
54.00
$ 48.601$
'SC4
Kit
USDD
0
Base Plate for ATX or EXP
TX -P
$
54,,00
$ 48.601$
SC5
Ea
TBD
3
ATX_UPS, Standard
UPS -STD
7$
923.00
$ 830.70
2,492.10
'SC6
Ea
TBIDY
eif/Bracket, Wall -Mount for UPS
UPS-WMB
$
57.00
$ 51.30
$ 153.90
111111111-- ........
.. ..... . �� .. .. .. .....
........... . . . . . .........
.................... . . .. . .................... . . .......... . .
. . ......... . . . . . ........ --- - - -------
. . ............ . . . . ---------
Audio Amplifier, External, Standard
............
Shelf, Under Table or Wall Mount, for 1 U 1/2 Rack
-- ---- — — ------ -
iG2 COLOR INDICATOR REMOTE Module - Up to
$ 13,050-00
�8 unique colors
�G2 HDTV REMOTE Module (TV & Eiectrical Outlet
by (Dthers; C,,E,C. control subject to TV ability)
......................
'Flat Panel Monitor / Smail HDTV 40-43" (Electrical
11r.
rr
0
'Outiet]Provisioni By Others; C,E.C,, conitrol� SUN t
jec,
to'TV.Pbility ................ ...
11IM111,Flat
Panel / TV Mount- Universal 23"-46" Tilt
P2 1/0 REMOTE Module w/ 8 In & 8 Out
0.
s 11275.00
Push Button, Standard (Black)
$ 99-00
0211111131111MI,",.Push
Button, Emergency (Red)
EG2
lmo
A
MESSGE REMOTE 2 Module (2017 Version
$ 4,590.00
2)
G2 MESSAGE SIGN (Digital LED) MINI
GammaSign / 12 Active Screen Width / Turn Out
J"Ing ONLY
G2 MESSAGE SIGN (Digital LED) STANDARD
GammaSign / 24" Active Screen Width
- ---- ---------------
PROPRIETARY and CONFIDENTIAL STATION 13 SYSTEM Page 2 (if 8
Sp9c
Ea Ea
USDD
0
G2 MESSAGE SIGN (Digital LED) EXTENDED
MS -G -E
$ 1,575.00
$ 1,417.50 $
"IMS
GammaSign 36" Active Screen Width
Part No.
US Wt unit
QUOTE UNIT
QUOTE EXT
SS1
Ea
MS -G Adapter Plate, SINGLE. VESA 100, joins (1) MS-Cj,
0
Station Installation (114/A- BY 01 iERS - Vll I AGE
ST-INST
$
SP9d
Ea
USDD
0
S for -E) to any standard mount with VESA 100 hole patterns
MS -AP -S
$ 38 00
$ 34.20 $
(mount not included)
Station Remediation (!`°°fernoval and Disposal of
------------------------
MS -G Adapter Plate, DOUBLE, VESA 100, mins (2) MS-
SS2
Ea
USDD
0
SP9e
Ea
USDD
0
G -S(or-E to any standard mount with VESA 100 hole patterns
MS -AP -D
$ 49.00
$ 44.10 $
Included, nor is any related Rdiation to Paint,
(mount not included)
Drywall, etc,)
MS -G Hanger Kit. Hangs single or double (back-to-back)
SS3
SP9f
Ea
USDD
0
Message Signs (Gamma Version) from Ceiling Includes both
MS -HK
$ 73,00
$ 65.70 $
SS4
Ea
USDD
7-
suspended ceiling T -Bar Scissor Clips and Hard -Pan Flange
ST -PM
$ 1,022.08
$ 919.87
$ 919.87
SS5
Ea
USDD
Mounts
Station Engineering / Design Services
ST -ES
$ 681.38
........ .
$ 613.25
. . . ...................................................... -
`Spi 1
Ea
TBD
0
MS Mount - Articulating, Long reach
MS-MNT-ART-L
$ 287,00
$ 258.30 $
$ 59.62
`SP12a
Ea
USDD
4
G2 ROOM REMOTE 2 Module / 2017 version 2
RR2
$ 2,025.00
$ 1,822.50 $ 7,290.00,
,SP12c
Ea
USDD
0
RR2 Adpater Plate, for Retrofit in RRII Wall Cavity
RR2-AP
$ 46",00
$ 41.40 $
On -Site @ Station. 4 Hours, 1 Visit. (for Technical
TRA -UT -O
$ 4,025.00
$ 3,622.50
$
RR2 Surface Mount Box, for SURFACE MOUNT
SP12d
Ea
USDD
0
(hard wall) installation, Three (3) 3/4" conduit
RR2-SMB
$ 175.,00
$ 157.50 $
I
knock -outs.
G2 SPEAKER - LED Illuminated - FLUSH Mount,
P15
Ea
USDD7
SPK -LED -SPK -LED -FM$
1
325.00
$ 292.50 $ 2,047.50
70v
SP16
Ea
USDD
0Mount
G2 SPEAKER - LED Illuminated - SURFACE
SPK -LED -SM
$ 325�00
$ 292.50 $
...
. .. ............................... .. .
(Metal Box), 70v
G2 SPEAKER - OmniAlertStrobe -
Omnidirectional Alerting Speaker, optimized for
SP117a
Ea
USDD
3
high Vocal Intelligibility in large open indoor areas
SPK -OAS
$ 815.00
$ 733-50 $ 2,200.50
and with High-intensity LED Strobe Light Arrays,
includes Cable Hanging Kit (typically requires MR2
for power/signal/control)
SP K-OAS/Omn i Strobe Mounting Bracket / BEAM
�SP`l 7b
Ea
USDD
0
FLANGE CLIP- for mounting directly onto an
SPK -OAS -BFC
$ 1100
$ 11.70 I$
exposed, (118-14"' I -Beam
SPK-OAS/OmniStrobe Mounting Bracket /DROP
SP17c
Ea
USDD
0
CEILING BRACKET- for mounting directly to T -Bar
SPK -OAS -DCB
$ 48-.00
$ 43.20 1$
in Sus ended Ceiling
SPK-OAS/OrnniStrobe Mounting Bracket/
SP17d
Ea
USDD
0
SURFACE MOUNT - for mounting directly to hard
SPK -OAS -SMB
$ 42.00
$ 37.80 $
ceiling
SP18a
Ea
TBD
46
SPEAKER - STANDARD, FLUSH Mount, 70v
SPK -STD -FM
$ 85700
$ 76.50 $ 3,519.00
SP18b 11
Ea
TBD
7
SPEAKER - STANDARD, SURFACE Mount (Metal
SPK -STD -SM
I
$ 85�00
$ 76.50 $ 535.50
Box), 70v
i
SP19
Ea
TBD
0
SPEAKER - APP BAY/OUTDOOR - Weatherized,
SPK -W -SM
$ 31000
$ 279.00 $
Surface Mount, 70v
S 11 P 1 2 1 0
Ea
TBD
0
Transformer,, 8ohm to 70V, External
. .......... .. ..
XFMR
$ 53.001$
47.70 $
SP21
Ea
USDD
0
G2 Strobe Light / Red LED
STR
$ 550.00
$ 495.00 $
SP22
Ea
NONNNNNOWN
USDD
MINNNNNNNNOWNIN1101111
0)
NOW
WOOM44 "
Miscellaneous
MISC
$
$
STATION
SYSTEM
SERV110ES
....... .. ..
. . . . ........................................................ . .. . .....................................................................................................
"IMS
Part No.
US Wt unit
QUOTE UNIT
QUOTE EXT
SS1
Ea
USDD
0
Station Installation (114/A- BY 01 iERS - Vll I AGE
ST-INST
$
$
$
r 0 CONT'RAC'! Dll,fEC'I LY)
Station Remediation (!`°°fernoval and Disposal of
------------------------
SS2
Ea
USDD
0
Legacy Equiprnent Not crena Assurned or
ST-INST
$
$
$
Included, nor is any related Rdiation to Paint,
Drywall, etc,)
SS3
Ea
USDD
FStation Configuration & Start -Up
ST -SU
$ 2,555.19
$ 2,299.67
$ 2,299.67
SS4
Ea
USDD
7-
Station Project Management
ST -PM
$ 1,022.08
$ 919.87
$ 919.87
SS5
Ea
USDD
Station Engineering / Design Services
ST -ES
$ 681.38
........ .
$ 613.25
. . . ...................................................... -
$ 613.25
SS6
Ea
USDD
j,Station
Documentation
ST -DM
$ 59.62
11
$ 53.66
1
$ 53.66
Station Training - Conflguratlion and Equipment.
..........
SS7a
Ea
USDD
On -Site @ Station. 4 Hours, 1 Visit. (for Technical
TRA -UT -O
$ 4,025.00
$ 3,622.50
$
Services §taM_
I .....................
PROPRIETARY and CONFIDENTIAL STATION 13 SYSTEM Page 3 ur8
STATION SYSTEM
... ... ... ... ... ......................... ... .......... . . . . . ... .. ... ... ... ...
WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT
....... .....
Station Training - User/Techniclan / Remote
Part No,.
...............
k7707 3771
45um vw—
-0--
U61% "i
jRefresh (2 Hours)
(STANDARD] I st YEAR WARRANTY &
Training - Installation Contractor - On -Site
SUPPORT FOR THIS STATION SYSTEM (or
USDD G2 Certification / 8 Hours (Applied
$ 5,325.00
component): Telephone / Remote Access Support
Communication Group)
1(8:00 AM - 5:00 PM MST)
Training - Installation Contractor - At Arizona
C harge, For lriffia�
SVM
YR
USDD
1.0
RS-1YR-STD
Training Center / USDD G2 Certification / 4 Hours
$ 6,899-01
Warranty Period
j6D - only needed if req� Jred to i,,jse non -certified
Not lncluded in
contractor)
SUbtotals
Miscellaneous/TBD
[STANDARD] EACH ADDITIONAL YEAR (12 -
J
STATION SYSTEM
... ... ... ... ... ......................... ... .......... . . . . . ... .. ... ... ... ...
WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT
Part No,.
...............
k7707 3771
45um vw—
-0--
U61% "i
(STANDARD] I st YEAR WARRANTY &
SUPPORT FOR THIS STATION SYSTEM (or
component): Telephone / Remote Access Support
6899,013 but No
%
1(8:00 AM - 5:00 PM MST)
C harge, For lriffia�
SVM
YR
USDD
1.0
RS-1YR-STD
$ 7,665 57
$ 6,899-01
Warranty Period
Not lncluded in
SUbtotals
[STANDARD] EACH ADDITIONAL YEAR (12 -
Months) WARRANTY & SUPPORT FOR THIS
STATION SYSTEM (or Component): Telephone
SW2
YR
USDD
0.0
Remote Access Support (8:00 AM - 5:00 PM MST)
RS -AYR -STD
$ 7,665.57
$ 6,899.01
$
IF QUAN-1-l'I"Y'O''"I"HEN NO ADDP-IONAl...
Si,.Jl'P0R1 l ASS UME'..'D ORAI(JTHORIZED
BEYOND lNl'T1A1L'VVA R R A I PlEm 1`,ZI110D
............. . . . .....
System: $ 85334-64
Slilippling: $ 2,579.00
Warranty & Support: $ k
Misoellaneous (if applicable)
STATION SUBTOTAL: $ 87,913.64
This quote does riot include or assume any arnourits for sales or use ta)c,,, CLIStornier neelds tio, clontaict IltsIdeternnine ifsal�es or use
tax is I.)ayablel, arid if so, to 'nake t1hie deten'Tiliriiationi of thie ainv int to be paid, Per our, contracts, Custor-ner ��s responsib�e foir the, paynnent of any sales Ur L.I.,.,,e
taxes owed frorri any pi,jrclriase frorn USDD,
C.ustorner rTIUS1 Oect to choose ainy COVENE:Jge they iequ4e biay'1101r111111 tifl�fii�� px::i!ii1c1i11, ori� JSDD inin't tpo aiiAttilar[ziold to pro,,Arje� �iny service or support.
[r 11,1�111jelir jpjd�tij�iiie ii,irrictier oir 116�ieicitiairl riecurrini, arrrii.4 SUPPOrt, SUPPOFt
Mobfle S-rnwl Phone Kerfing App aind Mappiing SeirVces ii�Airly tii:r i:�iir��; ":3
I ii.f&D[) Statement iuid Service Agraernent
�Agrc,ernonts subjoct to change ff systerni dosigini is nr�oid�1111101111, Fir)ir �El 1111191hE ��sjl pilleasia ro''Aiaivv C III Irlirlein
0.11�3DD c�annot warrant nor supporl any systern tft3t 111� elvii��ites firinirn thiS I1�1o[)IDSEfli'lls stati�iorr syster1r) destgn ME! nurnber, U.SDD
�Gzi'r�inot warrarit nor' SLI[)rMt E1111Y SYsteirin, not tj,,)Jiing UISDI), �JRS Ri:�ittiairy, Raickii.ilp cainininial, imairriain't inior'sli-ipport arry systern not irrskflkxJ by C3'2
T rained & Cor'tifled ristrMatiDni tcdhr*.,�iain rtior�,J�s 111r), f�11:�� ivi��5tiqrrr irto 13111,11,11 1rd pairti� systielirri, oir dielAcips, f.JSDD Wfl tx) unabk? to Warrant
f
i� irriceirinil'; FIS i
'or suppor t the sytern urrtH we've Ihiad a chaince to iii eviliew, erq] skklrfl�[ Hioris Firrid EqpI�, ir,01111110 51pteirn ir,itlegrity, pr,,r1'orrnan((.,and re��at)HKy
pxpectations,
For FSAaaS 1��Irograrn- 1he cost of serVice and �`Ptjpport bii::�yi�)1111111 peiriiId iinini�,iidiad rUhr, FS,43EI�EIS Rriogirarn fora toUa� off) years The service
I IIPlew:;1e Eiie,E�� the FSAS,aiaS Agreement for urore inforrnaHon
and suport 4ichides Mobk! Sn'raift Phoine! Aeiifling App, rinlil �111i:ipp�4riil::
S
le I SLD�Ti i"11110t, tJs��rr l,JSD[.r ap[3roved UPS Battery Backup, LISDE
'concerning the sermce and support proVided �bly USDI.) 9
j IR CieirtifiieiiJ ftatiiriuin lieictl III flic;u�a III I f cii,is borner Tint rids to tietHs,,ystern lritoany
carinnot wanant nor sUpport arry syslern not ins t a l ���e d by (3, 2 1 �� 11!:'I i in le I 1�1 'K
3rd -party system or de0ces, U&I'M wfll be unabla to vvi�)rirant oir !3iiippoliri Chile s'ylieirn 1.111r'106�� iive`11111�ie ['Iaill a idtia III 11111cle [10 r"e''Idlile"i'll 1111r,picurnented enfj�needrig assumpfions and
�approvc, systern ntrgrity, perforrnaince and ir(flubbH�ity
PROPRIETARY and CONFIDENTIAL STATION 13 SYSTEM Page 4 or 8
I
SYta.,rt,ion System Installation Notes:
,..r. r r r '.ii rrrr.. i r r r i ii rr r ' it rJ'iv r r r ii v '.i r n < I f(( 1 .J. IYd'.'(10MVVi1 1V1 (r(l ff rN,lYVJY ((Iff rY ff11Y.
hf4(f NQkfiY. rlrff(4ilv�f 1 AI(((( 1 7/! NYf 9.Y rV.r Nlrll f f C JNh ,V,J,
r r f r, ,n i f i r r' nr r r i..., m Ir .. r r r i I➢ i /
Irnri rrdlrlrr rirr, niurmmrmrrrrr,ir„nrirlrrJirrrnnri,rr, rnlr l»r»r,rr„1ulm l+r l/r„rrdirrr rllilillvrl,.s,lrlr J,nr mwnrximfrriii,riiiir rvi r,f,r». Irm r, lrrrl in,.I, rfflnrvY»6xfR,4frAf�YHPNfNkfY2Nlllf(R(ffK/fPfll/mYkIW)xlYv rr lNlvnhm rrrvr,fu»il+rns..«mrry xiktxir rltsfYN(IWR(Irl((�RR(!(I(IIriYN9vnv�Gl//WI11➢➢111JY111111111,!f�(!(WP///////////6RiI1111FN!RiffNWINWIIdIII(IIIIIIffffffffffffffffffdWAA1J111111111111111111111111111111111111111D11/////,R((Irii///lJ9%%%%%%%%%%%%%AY!!,/%%%%%%%%%%%%%%/!!llJI,9/OK101111VIIIIIIIIIIPNJ9NltlN /Jll//dJlllrin,,...... ,,.,.,JN'"iE,Yl r?RIYIAY7,UilldJ//IRd(W... 7utJIG?'mJlf
d/Llnmr, Ill///,a, L./ f/frrr IG/Irn rr/rr ,��riUrl Urll,llll rx11,J1/�inJrurrr rrt,/U11lrrRlllni ri .11, rr mm m�Y1..1. 1,��r�O,nrir, nlrilu „9'l 1,n1,IJ7q,NlFlwl 1r 191177 InJ rl ,an grrrl9f ,)!1U}, l.Im ,
01 - Unless specifically detailed in this proposal, no installation by USDID or it's subcontractors is assumed or provided,
0 - 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 ional , ubcontrator where needed,
....................
04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by LISIDD,
05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours
0 - unless specifically detailed in this proposal, no permit fees or material charges have been included,
OMT - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included,
0 - unless specifically detailed in this proposal, no bonds of any t (performance, bid) have been assumed,included or budgeted for in this proposal,
09 USDD FSS Equipment to be made available by owner to Installation Contractor prier to on-site arrival,
10 - Structural backing for system devices and other millwork (not specifically detailed) by others
11 - If applicable, Gas Control ,Shutoff halve Addendum (to USDD and installation contractor) must be signed prior to installation;
1 -- All electrical power, including (but not limited to) race ay,conduit, backbo ea, service panels, high-voltage wiring and fixtures by ethers,
1 - All communications pathway infrastructure (network, rk, radio, etc.) by ethers unless specifically detailed in this proposal.,
14 - LISIDID cannot warrant near support any owner -furbished (Ord -iia tern or component we are required to integrate with. USDD cannot warrant nor
LAAny
system or component it has riot proofed engineering for and has not specifically authorized for use within public safety environment
suse, unauthorized modification, im r per installation, excessive shock, attempted repair, accident, or improper or negligent use, storage,
on, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect
PROPRIETARY and CONFIDENTIAL STATION 13 SYSTEM Page 5 orb
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 6/19/19
. . . .. . ............................... . .. . ............. . ............... .. .. . . ..... - -- - ------
Expires.- 9,1117119
Quote SUBMITTED TO:
Village of Mount Prospect, Illinois
Mount Prospect Fire Department
REF PROPOSAL
j_1L MTP005 v1
. ............................. ...................... . . .
TION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
- -- ------ ........... . . . . . . . ....................................................... . . . . . . . ........... . . . . ................... . ........ ..... .. .. ............. . . . . . . . . . ......... . ...... - -----
illigim,i,,m III pill-INNNI 1--mINIIII II JI III $ 87�913-64
Includes: STATION 13 SYSTEM: $ 875913.64
STATION 13 WARRANTY & SUPPORT: $
STATION 13 MISC.: $
Notes: One (1) Station System currently included in this proposal, with installation not
assumed nor included by USDD (By Others - To Be Contracted Directly by Village)
CJS Digital Designs Systems Total $ 87591X64
tip
This quote does not include or assume any amounts for sales or use tax, Customer needs
to contact its procurement department to determine if sales or use tax is payable, and if so, to
make the determination of the amount to be paid. Per our contracts, Customer is responsible
for the payment of any sales or use taxes owed from any purchase from USDD,,,
jj� , I
By Custot�rter) clUSIGITIADN' t, II 11 11111
�Iii ihrie treyor�d InIt4 warranty perIod, or
11 CHII�,, ��71 I rt Phi�ipnie Plilerfing App and MappIng
1 11 Illy
IJ S D D w i n o 1. b e a u t h o z cl t ol ii i o iv d
Services & fly avaflaIb]e to vvililikill:', jj�nqi 1111)k11111
11'..j !3 1, 1 911111 111, 11 H'I 1111"t 1�� I6 ��PI.jpport, Support Agreements
I I ��'I 3
111 ld� I E:���113 im,vrent IJ`>DD Warranty
subject to change H: systern des�g�I'i
Staternent ar)d S&,''iii, e
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8
ROUND
Provision of the Products and services as described in the Quote, include installation
training to qualify Customer as a G2 Certified Installer, for installation in Mount Prospect
Fire Department's Station 13 as shown in the attached engineered drawing entitled
-USDD.I.—MPI.FS13.N32.FSA.2019.06.05.pdL
NO. ES
1, SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH -IN AND INSTALLATION DETAILS
2, US DIGITAL DESIGNS DOES N CT SUPPLY BACK BOXES, CONDUITS OR M OU NT I N G FASTENERS.
1 US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND CLOYING PURPOSES ONLY, D R AWI N G MAY N CT BE TC SCALE
4 PH C EN I X G2 SYSTEM IS ABLE TO SIGMA` OWNER -FURBISHED SYSTEM. S, (EXHAUST LIGHT, GAS SHUT OFF ETD_; BLT USDD DO=S NOT SL P PLY THESE
SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL YO THEM
INSTALLER NOTES
I - TING) O'VVNER-FURBISHEC HOUSE AUDIO SYSTEM "AMP)AAF APPLICABLE)
. INSTALLER TO INCLUDE CONNECTION BETWEEN ATX STATION CONTROLLER'S LINE -LEVEL AUDIO OUTPUT AND (EXISTING - k _k -
2 INSTALLER TO PROVIDE 1 CATS/6 CABLE FROM ATX CONTROLLER TO CUSTOMER EXIST114G STATION RADIO AND NETWORK SYSTEM FOR BACKUP,
3 INSTALLER TO PROVIDE CONNECTION BETWEEN (EXISTING) OtN'NER-FURNISHED STATION LIGHTINGCONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR 110 REMOTE OF APPLICABLE)
4, INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SlUIRFACE MOUNT INSTALLATION OF EQUIPMENT SPECIPIEC,
5 GAS SHUT OFF F EQUIPMENT NOT PROVIDED By USDD
6 VOLUME CON7RO'. (NON USDD) IMPACTS THE SINGLE SPEAKER IT IS CONNECTED TO -1 NOT 7 HIE ENTIRE
AMP STRING
N
S
A
I =177
%
a.
Q.
lee
OEM
ml
. .... . ....
N_
POE = USD D device co nr e is +.- G2 ATX Pmve r-Over-Eth em et (PCE) por I thru 8 -,3 G2 Expar s. oq M cdule(s) ports 1 tnrj 12
A_n = G2 AT Ampl.fler 1 4
EAr=G^External A-oI".e,' -,r
-XII
Uj 1
m
EM,
17771
-Z� A
R�� matioulam
SYPI480i DESCRIPTION
I -A -T-71 A'x
02 LED SPEAKER
9USH. MOUNT
SPEAXER METAL
Box
Mo"41TCR XXW1 TH
FA-DS APPARATUS
DETEZ��01% SENSOR
HIS 00-U.I.E.- CCIATi�MS
CONFIDENTIAL AND
1 6.qE EXCLUSIVE PROPERTY
0;� US OIGITAL OESIGNS,
INC- REPRODUCTION.
OISTRIBUTION OR USE BY
OTHERS, IN WHOLE OR IN
PART IS NOT PERMITTED
WITHOUT THE VVR17-TEN
ALTHORIZATION FROM US
DIGITAL DESIGNS INC,
NOTES
SEE ARCHITECTURAL SP-01FICATIC)NS FOR ALL ROUGH -IN AND INSTALLAT ION DETAILS
2 US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES,C-ONDUITS OR MOUNTING FASTENERS.
3 US DIGITAL CESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC ANG FCR OU 071 N G PORP: SES 0 N LY_ DRAW] N G MAY NOT BE TO SCALE,
i I T GAS SHUT OFF, ETC,', BUT USDD DOES NOT UPPLY THESE
4 PH C N IX G2 SYSTEM I S Ae -E -0 SIGNAL GNAL OVWq E: R --F U R 5 1 SH E D S YST_ S , {EXHAUST ST LI GH S
SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RE-11LAY SIGNAL To THEW
PC- = LISDID device cornecls to G2 ATX Power-Over-E*hernet (POE) port i tlnru 8 or G42 ExPansion N.-Odule(s) ports I thru 12
An = G2 ATX AmPhl er ',_A
EA n = G2 Exterr al Amplifier 1,_.n
V9
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m
ff=M0VFG'.2E PANSION
..............
w1maRL11m,
•
MOUNT VOR Gss
CONFIDENT IAL AND
"INFORMATION WHICH IsiZ
WITHOUT THE W R ITT E N•
AUTHORIZATICN FROM US
h)IG'ITAL DESIkGZIIINSINC
. ..........
EXHIBIT C
Service Agreement
SERVICE AGREEMENT
This Service Agreement ("Agreement") is made by and between US Digital Designs, Inc.
("USDD"), with its principal place of business at 1835 East Sixth Street, Suite 27, Tempe,
Arizona 85281, and the following entity ("Customer"):
Village of Mount Prospect
Mount Prospect Fire Department
1.1.2 E. Northwest Highway
Mount Prospect, IL 60056
Attn:
Telephone.- (847) 870-5660
Email. -
I . Recitals. The Customer requires USD D to provide software maintenance and hardware
repair services for its USD D fire station alerting system. USDD has agreed to service the
Customer's System (as defined 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. "Additional Services" shall have the meaning set forth in Section 7, below;
b. "Application or App" shall mean. the Phoenix G2 _FSA Mobile Application for iOS
and Android mobile devices.
C. (.'Commencement Date" shall. be 2020 [one-year from date
of shipment];
d. "Hardware" means a physically tangible electro -mechanical system or sub -system
and associated documentation provided to Customer by USDD,,1 id"e(J `
.. . .... ..... "
how ev el''KII.-Hardware shall not include any televisions or monitors manufactured by
third parties;
e. "Emergency Support" means telephone access for Customer's "System
Administrator" (as defined below) to USDD's senior staff and engineers in the
event of a Mission Critical Failure.
f. "Mission Critical Failure" means a failure in the materials, workmanship or
design of the System that causes any fire station served by the System to be
incapable of receiving dispatches through all communications paths, provided
however, that any such failure caused by operator error, internet or telephony
service outages, misuse or neglect of the System or any cause outside of USDD's
direct control does -not, constitute a Mission Critical Failure.
g. "Services" shall have the meaning set forth in Section 3, below;
h. "Software" means software 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. C'System" means all Hardware and Software purchased by Customer either
directly from USDD or authorized USDD Reseller under any contract, purchase
order, or arrangement that is used exclusively by Customer as part of its fire
station alerting system,,,l ilded, howevel*, that the term "System" specifically
excludes any components, hardware, or software provided by third parties,
including without limitation Customer's computers, lap tops, computer
peripherals, monitors, 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,-
"Term" means the period of time during which this Agreement is in effect,
including the Initial Tenn and all Additional Terms, as defined in Section
below. I
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
(.'Services"). Subject to all 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 1730 MST,
excluding _USDD holidays;
b. Remote access support Monday through Friday from 08:00 to 17:30 MST,
excluding USDD holidays;
c. Emergency Support, available 24 hours per day, for Customer's System
Administrator in. the event 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 Application End User's Agreement that must be accepted
by each -user at the time the software is downloaded.
f. Repair of defective or malfunctioning Hardware (not otherwise covered under the
USDD warranty applicable to the Hardware) at USDD's principal place of
business; and
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 ' h 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 becomes the Customer's property and the replaced
item becomes the property of USDD. Parts provided by 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. Claims. Prior to requesting Services, Customer is encouraged to review USDD's online
help resources. Thereafter, to make a valid claim hereunder, Customer must contact USDD
technical support and describe the problem or defect with specificity. The first such contact must
occur during the Term. USDD's technical support contact information can be found on USD 's
web site: tits c ,,/ ery * ,)o /. Customer must use its best efforts to assist
9. 01,11 S Icle- , stfl_ 1--__
in diagnosing defects, follow USDD's technical instructions, and fully cooperate in the
diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.
6. Limitations. The Services specifically and expressly exclude any repair, software
installation, update, or other service that is necessitated by the Customer's misuse or neglect of
the System, damage arising from Customer's failure to follow instructions relating to the
product's use, cosmetic damage, including but not 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-US.DD 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 Customer's site. The Services shall not include the repair of
any Hardware that is determined to be obsolete or irreparable in USDD's sole discretion. The
Services shall not include repair or replacement of televisions or monitors manufactured by third
parties. Repair or replacement of such components shall be subject exclusively to the
manufacturer's warranty, if any. USDD shall not be liable to provide Services at any time 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 of USDD by Customer ("Additional Services") will be charged at USDD's
then current rates and will be in addition to all other fees and charges payable by Customer under
this Agreement. Additional Services shall include (without limitation) Customer's use of
Emergency Support in the absence of a Mission Critical 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. Customer Facilitation of Services. In order to facilitate USDD's delivery of the
Services, Customer will appoint a person from its staff to consult with USDD and provide such
information, access, description, and guidance as is necessary for USDD to perform its duties
hereunder ("System Administrator"). The 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 using SSH protocol for remote access to the System for
3MMM
b. The procurement and/or provision of all computers, peripherals, and consurnables
(collectively "Customer Equipment"), including printer 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,
TCP/ -IP data modems leased lines radios etc,
but is not limited to, 9 1 1 1 1
e. The correct use of the System in accordance with USDD's operating instructions;
and
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 Commencement Date and shall continue for one year ("Initial Term"). Unless
previously terminated as set forth in this Section, Customer may renew this agreement for four
(4) additional one-year terms (each an "Additional Term") by giving written notice of
Customer's intent to renew at least 30 days prior to the expiration of the Initial Term or any
Additional Term, as the case may be, or by timely payment of the "Annual. Fee" (as defined
below). This Agreement may be terminated by either party by providing written 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 or before the first day of the Initial Term and each Additional Term
(each a "Due Date"), Customer shall pay USDD an. Annual Fee in advance for the Services and
to be delivered hereunder (the "Annual Fee"). The Annual Fee shall. be the product of the total
cumulative sales price of all Hardware, Software, and other tangible goods or equipment
provided to Customer at any time under any circumstances ("Base Amount"), multiplied by .09.
Customer acknowledges and agrees that the Base 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. Reinstatement. If Customer elects not to renew this Agreement for any Additional Term
or otherwise terminates this Agreement, Customer may reinstate this Agreement upon the
following terms:
a. Reinstatement of this Agreement must occur within five (5) years from the Initial
Term or the last Additional Term elected by Customer, whichever occurs later.
USDD reserves the right to reinstate older Systems or not reinstate newer Systems
in its sole discretion.
b. The multiplier for calculation of the Annual Fee shall increase by no more than 3
percentage points from the multiplier stated above. The multiplier for the new
Annual Fee shall be at the sole discretion of USDD.
c. Customer shall pay a Reinstatement Fee along with the Annual Fee prior to the
Commencement Date. The Reinstatement Fee and Annual Fee shall be calculated
usinthe new multiplier described above. The Reinstatement Fee shall be a
g sum
equal to two times the new Annual Fee, provided, however, if the System has
been out of service and support for one year or less, the Reinstatement Fee shall
be the amount of the new Annual Fee. The Reinstatement Fee is non-reffindable.
d. If Customer reinstates this Agreement and then declines to renew this Agreement
for an Additional Term or otherwise terminate this Agreement, the System shall
be deemed by USDD to have been abandoned by Customer. USDD will not
provide further Services for the System, and Customer will not be allowed to
reinstated service and support of the System throuh another Service Agreeme
gnt.
W W
13. Force Majeure. Except for Customer's duty to pay sums due hereunder, neither party
will be liable for any 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
4-'
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,
1.7. 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 Testi'monials. 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 Customer's System and property and reproductions of the same in whole or
in part, either digitally or in any other medium now known or later discovered (collectively
"Images"). In addition, USDD may request Customer to provide testimonials, endorsements,
feedbIck or other written or oral comments concerning Customer's experience with the System
(collectively "Testimonials"). Customer consents to USDD's use of such Images and
Testimonials for verification, training, and promotional purposes in USDD's sole 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 Representafive. 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.
By: '00- 4OU4
Name:
. . ......... j
Its: ;,q4e-c CIt4
Date:
•
By f
DOMINIC MAGNONI, Vice President
Date.-
EXHIBIT D
Warranty
PRODUCT WARRANTY
1. Warranty. Subject to the terms, conditions and limitations contained herein, US
Digital Designs, Inc. ("[JSDD" warrants and guarantees its products for 12 months from the day
of shipment to Customer ("Warranty Period"). The Customer's rights and remedies with respect
to a product found to be defective in material or workmanship shall be limited exclusively to the
rights and remedies set forth herein.
2. Product Defects. If a product 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 US D,
shall remain under warranty during the Warranty Period or for 90 days from the date of repair,
whichever is later. When a product or part is exchanged, any replacement item becomes the
Customer's property and the replaced item becomes the property of USDD. Parts provided by
USDD in fulfillment of its warranty obligation must be used in the System for which warranty
service is claimed. Customer shall be responsible for and bear all risks and costs of shipping any
product to USCI for repair. USDD shall. be responsible for and bear all risks and costs of
returning any product to Customer after repair or replacement. Replacement product will be
returned to Customer configured as it was when the product was originally purchased, subject to
applicable updates.
3. Claims. Prior to making a Warranty claim or requesting support services,
Customer is encouraged to review USDD's online help resources. Thereafter, to make a valid
claim hereunder, Customer must contact USD D technical support and describe the problem or
defect with specificity. The first such contact must occur during the Warranty Period. USDD's
technical support contact information can be found on USDD's web site at
I I'll -,1,*ngpot'n/serv`) o -t/. Customer must use its best efforts to assist in
diagnosing defects, follow USD 's technical instructions, and fully cooperate in the diagnostic
process. Failure to do so shall relieve USDD of any further obligation hereunder.
4. Exclusions and Limitations. USDD does not warrant that the operation of is
product or any related peripherals will be uninterrupted or error -free. USDD is not responsible
for damage arising from Customer's failure to follow instructions relating to the product's use.
This Warranty does not apply to any Hardware or Software (as defined below) not used for its
intended purpose. This Warranty does not apply to monitors or televisions manufactured by third
parties. Repair or replacement of such components shall be subject exclusively to the
manufacturer's warranty, if any. 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.
5. No Modification of Warranty. USDD makes no other warranty beyond what is
contained in this document. No agent, employee, reseller or other representative of USDD is
authorized to modify this warranty or to make additional warranties on behalf of USDD. Unless
specifically set forth in this document, any statements, representations or warranties made by any
reseller or agent do not constitute warranties made by USDD. USDD shall not be responsible or
liable for any such statement, representation or warranty.
LIM "A Ot "as ON 11.1
i i NMI- -M 1;[Kl 101&
I . Warranty. Subject to the terms, conditions and limitations contained herein, US
Digital Designs, Inc. ("USDD") warrants and guarantees its products for 12 months from the day
of shipment to Customer ("Warranty Period"). The Customer's rights and remedies with respect
to a product found to be defective in material or workmanship shall be limited exclusively to the
rights and remedies set forth herein.
2. Product Defects. If a product 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, includinj
a user- installab le part that has been installed in accordance with instructions provided by USDE
shall remain under warranty during the Warranty Period or for 90 days from the date of repair,
whichever is later. When a product or part is exchaned, any replacement item be
gcomes the
Customer's property and the replaced item becomes the property of USDD. Parts provided by
USDD in fulfillment of its warranty obligation must be used in the System for which warranty
service is claimed. Customer shall be responsible for and bear all risks and costs of shipping an3
product to USDD for repair. USDD shall be responsible for and bear all risks and costs of
returning any product to Customer after repair or replacement. Replacement product will be
returned to Customer configured as it was when the product was originally purchased, subject Ul
applicable updates.
3. Claims. Prior to makin a Warranty claim or requesting support services,
Customer is encouraged to review USDD's online help resources. Thereafter, to make a valil
claim hereunder, Customer must contact USDD technical support and describe the problem or
defect with specificity. The first such contact must occur during the Warranty Period. USDD's
technical support contact information can be found on USDD's web site at
al9''s�ht,
Customer must use its best efforts to assist in
diagnosing, defects, follow USDD's technical instructions, and fully cooperate in the diagnostic
process. Failure to do so shall relieve USDD of any further obligation hereunder.
4. Exclusions and Limitations. USDD does not warrant that the operation of is
product or any related peripherals will. be uninterrupted or error -free. USDD is not responsible
for damage arising from Customer's failure to follow instructions relating to the product's use.
This Warranty does not apply to any Hardware or Software (as defined below) not used for its
intended purpose. This Warranty does not apply to monitors or televisions manufactured by third
parties. Repair or replacement of such components shall be subject exclusively to the
manufacturer's warranty, if any. 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 dam -age, 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, TMS 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 ten -ns 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 ■ REPRODUCING ANY PROGRAM ■ 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.
5. No Modiffication of Warranty. USDD makes no other warranty beyond what is
contained in this document. No agent, employee, reseller or other representative of USDD is
authorized to modify this warranty or to make addonal warranties on behalf of USDD. Unless
speccally set forth in this document, any statements, representations or warranties made by any
reseller or agent do not constitute warranties made by USDD. USDD shall not be responsible or
liable for any such statement, representation or warranty.
,IIIiq� t i q
i
Village of Mount Prospect on behalf of its Fire Department ("End User") through End
User's General Contractor, Nicholas & Associates, Inc., entered into a contract with ARGON
ELECTRIC COMPANY, INC. ("Contractor") for the acquison and installation of a fire station
alerting system ("System," as more specifically dcfined below) designed and manufactured by
US DIGITAL DESIGNS, INC. ("US131)"). USDAa Co ractor entered into a Fire Station
Alerting System Purchase Contract on or about 2019 ("USDD Contract"
for the provision of the System and certain related services/. The USDD Contract .I! USDD's
obligation to perform thereunder, is contingent, in part, on USDD's receipt of End User's written
agreement, in a form acceptable to USDD in its sole discretion, to the terms of the Warranty set
forth in the USDD Contract, the terms of the USDD Contract relating to USDD's "Intellectual
Property" (as defined below), and the terms of the software license granted under the USDD
Contract (collectively, the "Contingencies").
In order to satisfy the Contingencies, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, End User agrees as follows:
R. "Hardware" means a physically tangible e I ectro -mechanical system or sub-
system and associated documentation provided to Prime Contractor or End
User by USDD; p i0ed,,, howeve that Hardware shall not include any
televisions or monitors manufactured by third parties.
b. "Intellectual Property" means any and all rights of USDD related t
Hardwarel Software, and other products and business existing from time t
time under patent law, copyright law, trade secret law, trademark law, unfa
competition law, and any and all other proprietary rights, and any and a
derivative works, work product, applications, renewals, extensions an
restorations thereof, now or hereafter in force and effect worldwide.
C. "Software" means software programs, including embedded software,
firmwarel executable code, linkable obiect code, and source code, including
any updates, modifications, revisions, copies, documentation, and design data
provided to End User by USDD as part of the System..
i. "System" means all hardware and software purchased by Prime Contractor
for resale to End User as part of the Prime Contract and that is used
exclusively by End User as part of its fire station alerting system- pl ided
9 _
boweyer, that the term "System" specifically excludes any components,
hardware, or software provided by third parties, including without limitation
Prime Contractor's or End User's computers, laptops, computer peripherals,
routers, switches, operating systems, computer programs, applications,
internet and network connections, and any other parts or items not provided
directly by USDD.
2. Warranty. End User acknowledges and agrees to the terms of the Warranty attached
hereto at Schedule_l -(the "Warranty") and made a part hereof by this reference. End
User agrees that all services provided under the Warranty will be provided directly by
USD D and that USDD will not be obligated to honor any warranty claims made
through Prime Contractor or any other entity.
3. Intellectual Property. End User hereby agrees and acknowledges that USDD owns
all rights, title, and interest in and to the Intellectual Property. End User agrees not to
remove, obscure, or alter USDD's or any third party's copyright notice, trademarks,
or other proprietary rights notices affixed to or contained within or accessed in
conjunction with or through any Hardware, Software, or other products. Nothing in
this instrument, the contract entered into between Con -tractor and Nicholas &
Associates, or the USDD Contract shall be deemed to give, transfer, or convey to End
User any rights in the Intellectual Property other than the license to use the Software,
as set forth below.
4. License. At all times that End User is in compliance with the terms of the Prime
Contract and any and all other agreements between the parties, End User shall have a
non-exclusive, non -transferable, fully paid license to use the Software in conjunction
with the System. All other rights to the Software and other Intellectual Property are
reserved exclusively to USDD.
IN WITNESS WHEREOF, End User has executed this instrument as of the date set forth
By
Name:&_SZ4,
Its:
Date: