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CONTRACT- RFP 19-298 FIRE STATION ALERTING SYSTEM TO PURVIS SYSTEMS INCORPORATED
CONTRACT TO PURCHASE FIRE STATION ALERTING SYSTEM This Contract to Purchase Fire Station Alerting System (hereinafter referred to as "Contract") is made and entered into by and between Augusta, Georgia, a political subdivision of the State of Georgia, by and through its Board of Commissioners, and Purvis Systems, Inc. (hereinafter referred to as "Vendor"). WHEREAS, Augusta desires and is able to contract with a qualified and experienced Vendor to provide a fire station alerting system, including installation, support, and hardware and software maintenance (hereinafter referred to as "FSAS")to the Augusta Fire Department. WHEREAS, Augusta issued a Request for Proposals #18-298 (hereinafter referred to as "RFP #18-298"). WHEREAS, Vendor responded to RFP #18-298, and has represented to Augusta that it is experienced and qualified to provide a quality FSAS to Augusta; and, WHEREAS, Augusta has relied on Vendor's response and Vendor was chosen as the most responsive bidder based on its submittal thereto. NOW, THEREFORE, in consideration of the foregoing,the provisions contained herein, and the mutual benefits derived here from, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Vendor and Augusta agree as follows: 1 . Deliverables. Vendor shall provide Augusta with FSAS and comply with all the terms, conditions, and requirements of this Contract and all the terms, conditions, and specifications contained in RFP #18-298 and Vendor's Response to RFP #18-298 incorporated herein by reference and, specifically, as described in Exhibits A and B attached hereto. 2. Performance Standards. Vendor shall provide a complete FSAS that meets or exceeds all performance requirements and specifications as set forth in RFP #18-298 and Vendor's Response, as described in Exhibits A and B attached hereto. 3. Term. This Contract shall commence as of the date executed by Augusta,Georgia,hereinafter referred to as "Commencement Date" and shall have an initial term of three (3) years. This Contract shall automatically extend for two (2) additional one (1) year terms, unless either party provides notice of termination at least ninety(90)days prior to the end of the then current term. This Contract shall: (i)terminate absolutely and without further obligation on the part of Augusta each and every December 31, at 11:59 p.m.,as required by O.C.G.A. § 36-60-13, as amended, unless sooner terminated in accordance with the termination provisions of this Contract; (ii) automatically renew on each January 1 at 12:00 a.m., unless terminated in accordance with the termination provisions of this Contract; and (iii) terminate absolutely, with no further renewals after five(5)years from the Commencement Date. 4. Purchase Price. In consideration of Vendor performing its obligations under this Contract, Augusta will purchase from Vendor an FSAS at an initial price of$1,099,830.00,as described in Exhibit A attached hereto. Vendor shall provide annual software and hardware maintenance for years 2-5 as described in Exhibit A attached hereto as allowable in the term described in Paragraph 3 above. 5. Invoicing and Payment. Vendor will submit invoices, in a form acceptable to Augusta, for each milestone as described in Exhibit B attached hereto. Each invoice shall reference the purchase order number assigned to this Contract.Augusta shall pay Vendor,within thirty(30) days of receipt of said invoices, any undisputed amounts and contingent upon Vendor's satisfactory performance of this Contract. Notwithstanding anything in the Bid or Vendor's proposal,Augusta shall have the right to withhold or deduct payments in the event of Vendor's nonperformance. All invoices shall be addressed to: Augusta Fire Department Fire Administration 3117 Deans Bridge Road Augusta, GA 30906 6. Georgia Prompt Pay Act. The terms of this Contract supersede any and all provisions of the Georgia Prompt Pay Act. 7. Defective Pricing. To the extent that the pricing provided by Vendor is erroneous and defective,the parties may,by a properly executed Amendment,correct pricing errors to reflect the intent of the parties. 8. Changes, Additions, Deletions. Augusta may at any time, request changes in the work to be performed hereunder. All such changes, including any increase or decrease in the amount of the Vendor's compensation, shall be mutually agreed upon by and between Augusta and Vendor, in a written Amendment to the Contract, which Amendment shall be incorporated herein by reference thereto. No claim for damages for anticipated profits shall accrue to the Vendor. Vendor acknowledges that any changes that involve an increase in the compensation shall be considered major, and require the approval of Augusta. 9. Qualifications. Vendor represents and warrants that it has the necessary knowledge, experience, abilities, skills, resources and capacity to perform its obligations under this Contract, and agrees to perform its obligations under this Contract in a professional manner, consistent with prevailing industry standards and practices. Page 2 of 10 10.Licenses, Permits, Compliance with Law. Vendor represents and warrants that it has all licenses and permits necessary to conduct its business and perform its obligations under this Contract,and agrees to comply with all applicable federal,state and local statutes,regulations, codes, ordinances and policies in performing its obligations under this Contract. 11. Delivery. The Vendor shall deliver, install,and implement the first 18 fire stations within 150 working days from the start date of this Contract. This schedule may be updated and refined by mutual written agreement between the parties following contract execution, which modification will not be unreasonably withheld for circumstances outside of Vendor's control such as the actions of the CAD vendor or Augusta. The delivery, installation, and implementation of the new Fire Stations 2 and 20 will take approximately five working days per station, with scheduling of those stations to be mutually agreed upon in writing between the parties. 12. Liquidated Damages. Vendor agrees to pay as liquidated damages to Augusta the sum of $10.00 for each consecutive full calendar day Vendor has failed to meet the delivery of the FSAS under this Contract;provided,however,that liquidated damages in the aggregate should not exceed ten percent(10%)of the purchase price. The parties agree that these provisions for liquidated damages are not intended to operate as penalties for Breach of Contract. The liquated damages set forth above are not intended to compensate Augusta for any damages other than inconvenience and loss of use or delay in use of the FSAS. The existence or recovery of such liquidated damages shall not preclude Augusta from recovering other damages in addition to the payment made hereunder which Augusta can document as being attributable to the documented Vendor's failure. In addition to other costs that may be re- couped,Augusta may include attorney fees, if applicable. 13. Specified Excuses for Delay or Non-Performance.Neither Augusta nor Vendor shall be liable for any delay in the performance of this Contract, nor for any other breach for any loss or damage arising from uncontrollable forces such as fire, theft, storm, war, or any other force major that could not have been reasonably avoided by the exercise of due diligence. 14. Temporary Suspension or Delay of Performance of Contract. To the extent that it does not alter the scope of this Contact, Augusta may unilaterally order a temporary stopping of the work or delaying of the work to be performed by Vendor under this Contract. 15. Termination for Convenience. Augusta shall have the right to terminate this Contract, in part or in whole, by giving written notice to the Vendor of such termination, specifying the effective date thereof, at least sixty(60) days before the effective date of such termination. Page 3 of 10 16. Termination for Cause. If through any cause, the Vendor fails to fulfill its obligations under this Contract in a timely manner, or if the Vendor shall violate any of the covenants, agreements or stipulations of this Contract,Vendor will be given seven(7)days written notice to correct said breach of Contract. Failure to correct said breach of Contract by Vendor, (including, but not limited to, Vendor's services being deemed unsatisfactory by Augusta), Augusta shall have the right to terminate this Contract, by written notice to Vendor of such termination, specifying the effective date thereof, at least ten (10) days before the effective date of such termination. This Contract may be terminated immediately if Vendor fails to maintain insurance or fails to comply with the Workers' Compensation Act and applicable laws. 17. Survival. Notwithstanding anything in this Contract to the contrary, the provisions of Indemnification Section herein shall survive any expiration or termination of this Contract and each party shall remain obligated to the other party under all provisions of this Contract that expressly or by their nature extend beyond and survive the expiration or termination of this Contract. 18. Vendor's Insurance. Vendor shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s)that will ensure and indemnify Augusta against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any product defect, or negligent error, act, or omission of the Vendor in performance of the work during the term of this Agreement. Vendor shall provide, at all times that this Agreement is in effect, insurance with limits of not less than: A. Workmen's Compensation Insurance in accordance with the State of Georgia; B. Product Liability Insurance in an amount of not less than One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million($1,000,000)Dollars on account of any one occurrence; C. Property Damage Insurance in an amount of not less than One Million ($1,000,000) from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000)Dollars; and D. Commercial General Liability in an amount of not less than One Million ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. All policies shall provide a 30-day notice of cancellation to the named insured. The Certificate of Insurance shall provide the following cancellation clause: Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Page 4 of 10 19. Software and Warranty. Vendor shall provide software for the FSAS as described in the End- User License Agreement attached hereto as Exhibit C and shall provide warranty and maintenance services for the FSAS as described in the Warranty, Maintenance, and Service Agreement attached hereto as Exhibit D. 20. Indemnification. Vendor shall indemnify, hold harmless, protect and defend Augusta and its Commissioners, elected officials, trustees, officers, employees, agents, and representatives (the "Indemnified Parties")for, from and against any and all demands,claims, suits,damages, losses, liabilities, costs and expenses, including, but not limited to, court costs and attorneys' fees (the "Indemnified Matters"), of any nature whatsoever (including, but not limited to, damage to or loss of property, bodily injury or death), directly or indirectly arising out of or in connection with Vendor's product or the performance of Vendor's obligations under this Contract. Vendor's indemnification obligations shall apply whether the Indemnified Matters are due in part to the concurrent fault or negligence of the Indemnified Parties or others, but shall not extend to such concurrent fault or negligence. Notwithstanding anything in this Contract to the contrary, the provisions of this Section shall survive any expiration or termination of this Contract and each party shall remain obligated to the other party under all provisions of this Contract that expressly or by their nature extend beyond and survive the expiration or termination of this Contract. Vendor's defense obligations shall be with attorneys approved by Augusta, which approval shall not be unreasonably withheld. 21. Records.Vendor shall maintain throughout the term of this Contract and for a period of seven (7) years thereafter records that indicate the date, time, and nature of the services rendered. Vendor shall make available for inspection by Augusta all records, books of account, memoranda, and other documents pertaining to Augusta, except medical records, at any reasonable time upon request. 22. Open Records. Vendor acknowledge that all records relating to this Contract and the services to be provided under the Contract may be a public record subject to Georgia's Open Records Act(O.C.G.A. §50-18-70,et seq.).Vendor shall cooperate fully in responding to such request and making all records,not exempt,available for inspection and copying as provided by law. 23. Prohibition Against Contingent Fee. The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona tide established commercial or selling agencies maintained by Vendor for the purpose of securing business and that the Vendor has not received any non-Augusta fee related to this Contract without the prior written consent of Augusta. For breach or violation of this warranty,Augusta shall have the right to annul this Contract without liability Page 5of10 or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission,percentage, brokerage or contingent fee. 24.Non-Discrimination. During the performance of this Contract, Vendor shall comply with all federal and state non-discrimination laws,regulation and policies in the administration of this Contract. In the event of the Vendor's non-compliance or refusal to comply with nondiscrimination law, regulation, or policy in the administration of this Contract, this Contract may be rescinded, canceled or terminated in whole or in part, and the Vendor may be declared ineligible for further Contracts with Augusta. The Vendor shall, however, be given a reasonable time in which to correct any non-compliance. 25. Drug Free Workplace.Vendor will not engage in the unlawful manufacture, sale,distribution, dispensation,possession,or use of a controlled substance or marijuana during the performance of this Contract. Furthermore, if Vendor is a Georgia based company and has more than one employee, including Vendor, Vendor shall provide for such employee(s) a drug-free workplace program, in accordance with the Georgia Drug-free Workplace Act, as provide in O.C.G.A. Section 50-24-1 et. seq. throughout the duration of this Contract. 26. IndePendent Vendor. The parties intend that Vendor's relationship to Augusta hereunder shall be that of an independent Vendor. Nothing in this Contract, nor any performance hereunder, is intended or shall be construed to create a partnership,joint venture or relationship of agency or employment between Augusta and Vendor. Vendor shall represent itself to third parties as an independent Contractor to Augusta and shall not hold itself out as having any authority to obligate Augusta. Vendor shall have no authority for any complaints related to employment with Augusta, Georgia and has no authority to hire, fire, discipline or otherwise effect the terms and conditions of Augusta, Georgia employees, except as specifically set forth herein. 27. Title Assignment. Vendor does hereby assign, grant, and deliver to Augusta, and Augusta hereby accepts, the entire worldwide right, title, and interest of every kind and nature whatsoever in and to the hardware deliverables under this Contract. The licensed software contained in the FSAS is subject to the terms of the Vendor FSAS End User License Agreement(Ex. C hereto). 28. Power of Authority: Due Authorization: No Conflict; Enforceability. Each party represents and warrants to the other party that (i) such party has the power and authority to execute, deliver and perform its obligations under this Contract, (ii) the execution, delivery and performance of this Contract have been duly authorized by such party and do not and shall not conflict with any agreement or instrument to which it is bound, and (iii) this Contract constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms. Page 6 of 10 29. Entire Agreement. This Contract, RFP #18-298, and Vendor's Response to RFP #18-298, including any exhibits/amendments attached hereto,constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, understandings and negotiations,with respect to the subject matter hereof. 30. Conflicting and Precedence. The Contract Documents are complementary and what is called for one is as binding as if called for by all. In the event there are any conflicting provisions or requirement in the component parts of this Contract, the several Contract Documents shall take precedence in the following order: Contract Exhibits and Attachments to Contract Amendments to the Contract RFP#18-298 Vendor's Response to RFP#18-298 31. Severability. In the event any provision of this Contract is determined to be invalid or unenforceable, it is the desire and intention of the parties that such invalidity or unenforceability not invalidate or render unenforceable the remainder of the Contract and such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed valid and enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly.Each party shall execute and deliver such further documents and take such further actions as may be required or reasonably requested by the other party to effectuate the purposes of this Contract. 32. No Assignment. This Contract may not be assigned or transferred, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and may not be amended or modified, by course of conduct or otherwise, except in a writing duly executed by each of the parties. 33. Acknowledgment. Vendor acknowledges that this Contract and any changes to it by amendment,modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Vendor is deemed to possess knowledge concerning Augusta's ability to assume contractual obligations and the consequences of Vendor's provision of goods or services to Augusta under an unauthorized Contract, amendment, modification, change order or other similar document, including the possibility that the Vendor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Vendor agrees that if it provides goods or services to Augusta under a Contract that has not received proper legislative authorization or if the Vendor provides goods or services to Augusta in excess of the any contractually authorized goods or services,as required by Augusta's Charter Page 7 of 10 and Code, Augusta may withhold payment for any unauthorized goods or services provided by Vendor. Vendor assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, however characterized, including, without limitation, all remedies at law or equity. Any waiver of any provision of this Contract shall be in duly executed by the waiving party. The failure or delay by either party to seek redress for any breach or default under this Contract or to insist upon the strict performance of any provision of this Contract, shall not constitute a waiver thereof or of any other provision of this Contract,and such party shall have all remedies provided herein and at law and in equity with respect to such act and any subsequent act constituting the same. 34.Notifications. Any notices required under this Contract shall be made in writing, postage prepaid to the following addresses, and shall be deemed given upon hand deliver, verified delivery by telecopy (followed by copy sent by United States mail), or three (3) days after deposit in the United Stated Mail: Augusta: Fire Chief Augusta Fire Department Administration 3117 Deans Bridge Road Augusta, Georgia 30906 Courtesy copy to: General Counsel Augusta Law Department 535 Telfair Street, Building 3000 Augusta, Georgia 30901 Vendor: Purvis Systems Incorporated Contracts Manager 88 Silva Lane Middletown, RI 02842 35. Right to Inspect Premises. Augusta may, at reasonable times, inspect the part of the plant, place of business, or work site of Vendor or any subcontractor of Vendor or subunit thereof that is pertinent to the performance of any Contract awarded or to be awarded by Augusta. 36. Local Small Business Reporting. In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all Contract s where a local small business goal has been established, the Vendor is required to provide local small business utilization reports. Vendor shall report to Augusta, Georgia the total dollars paid to Page 8 of 10 each local small business on each Contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the Vendor and/or collecting liquidated damages. 37. E-verify:All Vendors entering into Contracts with Augusta, GA for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91 stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program.All Vendors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 ORCA), PL. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G. A. § 13-10-91 and shall continue to use the federal authorization program throughout the Contract term. All Vendors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its Contract with Augusta, Georgia the Vendor will secure from each subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300- 10-01-08 or a substantially similar form. All Vendors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 38. Governing Law and Jurisdiction and Venue.This Contract shall be governed by and construed and enforced in accordance with the laws of the State of Georgia (without regard to the conflicts or choice of law principles thereof). The parties irrevocably consent to the jurisdiction and venue of the Superior Court of Richmond County, Georgia or the United States District Court for the Southern District of Georgia, Augusta Division, to resolve any dispute with respect to this Contract. In the event either party commences any proceeding against the other party with respect to this Contract, the parties agree that neither party shall be entitled to recover attorneys' fees except as otherwise specifically provided for by law. 39. Construction of Contract. The parties acknowledge and agree that both parties substantially participated in negotiating the provisions of this Contract;and,therefore,the parties agree that this Contract shall not be construed more favorably toward one party than the other party Page 9 of 10 because of one party primarily drafting the Contract. The section and other headings in this Contract are for convenience of reference only and shall not be construed, expressly or by implication, so as to affect the meaning or interpretation of any of the provisions hereof. IN WITNESS WHEREOF,Vendor and Augusta have duly executed and delivered this Contract. VENDOR: PURVIS Systems Incorporated /Le_ba. Ja) Cel-fr - a / ‘---1 i I 9 Nam Michelle Craft Date Title: Contracts Manager Address: 88 Silva Lane City/St/Zip: Middletown, RI 02842 AUGUSTA,GEORGIA Name: Hardie Davi ,Jr. ' Date Title: MyQr r-b 1 Attes • 4b 4,+4sik ltu iV. ena Bonner ler onf1�i 0 r .,1,1,!`,40$01P 1 1 Page 10 of 10 Exhibit A City of Augusts,RFP for Fire Station Alerting System PURVIS Response to Request for Final Pricing PURVIS Proposal No PC2019-39 1 July 2019 PURVIS Res nse to the Cit of Au urea's Re nest for Final Pricin In reference to PURVIS Proposal No.PC2019-39 in response to RFP Item 18-298 for Fire Station Alerting System 1.0 System Pricing 315-010100-131 - 315-020104-131 Dispatch Management(DM)Console $5,975.00© $11,950.00 315-320003-131-2 Radio Interface Unit(RIO)Two(2)Audio Channel-1U $1,72500 n $7,730.00 .00 315-321002-131 R8)to Motorola Radio Cable-1 Ch $3,865.00 ® $7 730 315-290002-131 16 Port Unmanaged Network Switch $205.00 0 $820.00 315-990000120 $295.00 ® S590.00 315-990001-120 Central Server Database Software License(Perpetual) 5$7,53510 .00 $5,070.00 315-990100-120 DM Console Seat License(Perpetual) $7,535.00 Q 535,070.00 00120 $1,500.00 $3,000.00 315-9902 315-99020Q 120 $5,000-00 ® $10,820.00 New World CAD Interface(CAD side)• $1,410.00 ® $2,820.00 f . $28,80000 S28,800.001p� Inte:ration Services(CAD,Radio,etc) $24,260256.00 $14,815.00 $9,500.00 $4,266.00 $150.00 $!1;247.00 Response to Request for Final Pricing Paget PURVIS SYSTEMS 1 11 0 0 OOOOOOOO City of Augusta,RFP for Fre Station Alerting System PURVIS Response to Request for Final Pricing PURVIS Proposal No.PC2019-39 • _ 1 July 2019 . ' 315-030005-131-NN ';1 � ,' �•-p��.;"�'", '�'� ` ,,,�- "" 315-250005-131 $17,000.00 20 $340,000.00 $6000 315-250300-131 Remote Touch Screen Video Distribution-VGA TX/RX 355.5.00 0 20 $12,100.00 315-250100-131 Vesa Mount for VGA/HDMI Receiver $35 20 $7,100.00 315-250200-131 USB Extender,1-Port,150' $50.00 20 $1,000.00 5.00 20 00.00 315-032000-131-D Desktop Microphone 25 ,1 315-290002-131 $255.00 El $5,100.00 315-130401-131-SO Ceilin:5.,aker,8"(70v) 5295.00 20 17,760.00 315-130352-131 $60.00 � $17,760.00 315450403-131 Outdoor/Bay Speaker(70v)15w $160 160.00 90 14,900.00 315-070304.131 Amplifier 1 Ch(70v)250w 30 $14,400.00 315-110003-131 Volume Control Switch(25/70v)100w 593000 20 $18,600.00 315-210006131-7T $55.00® 5605.00 315-190000-131-32 , $595.00$324.00 m 11,4>0AO 315-190400-131 Message Board NDMI Video Receiver $11,900.00 315-190301-131 $100.00 20 $2,000.00 315-330001-131 Camera/Doorbell $50.00 20 $1,000.00 315-2$0004.131-R $1,530.00 20 $30,600,00 315-010500-131 555.00 � $1,100.00 315-990400-120 $115.00 20 $2,300.00 315-990300-120 Station Control Unit(SCU)FSAS Software License(Perpetual) $$5300.00 200 $61,410.00 $ ,000.00 6,000.OD System Installation(includes Man Lift Rental) 'Eke Sblfp'teryl , ii-ti .-,-...5•'�,�i`'{1ifl�rlf- 5406,362.00 $2,192.00 $408,554;o0 Response to Request for Final Pricing Page 2 PURVIS SYSTEMS INCOMPO 44444 City of Augusta,RFP for Fire Station Alerting System PURVIS Response to Request for Final pricing PURVIS Proposal No.PC2019-39 1 July 2019 Yew r ._. •,.. ++"� 513,234.00 11.. Y...3e Pro ect Discount �. :3< y A: ...41 Note:Re ... Placement speakers installed in Stations 1,and 3-19 will be installed next to the existing speakers.Existing All speaker pricing(including pricing for replacement speakers and additional speakers)assumes there will be one(1)audio zone in each fire station and all speakers will be on the same zone. speakers will be left in place. 2.0 Annual Maintenance Pricing INIEMMINE EMEE Desfrfpifon. :.. , , . I' i $22,201 Annual Software Maintenance:Year 3 LINIMMIS nimm..._._.____$36,360 ear Response to Request for Final Pricing Page 3 PURVIS SYSTEMS PURVIS FSAS Fire Station Hardware/Software for City of Augusta 7/1/2019 "se SYstelaMin.11111111111111......im Station 1 amminimunc=rizzezzaricauStation Control Unit(SCU) 1313" qty 315-030005- -NN Remote Touch Screen Video Distribution-VGA TX/RX 315-250000-131 315-250100.131 Vesa Mount for VGA/HDMI Receiver UEtzimSS Extender,1-Port,150' 315-250100131 Immo 315-250200431 MOM 315-290002-131 Message Board HDMI Video Receiver 331190000-131-32 MEM Wall Mount for Small Monitor,Fixed,24"to 42"Monitor 315-190400 131 Remote Push Button,Red,22mm,Illuminated 315-190301-131 allelli 315-280004431-R allall Text-to-speech (TTS)Voice Module Software License(Perpetual) 315-010500-131 NEM MEM Station Control Unit(SCU)FSAS Software License(Perpetual) 315-990400-120 315-99030042Millaill 0 f Qty 315-130401-131-SQ 315-230352-131 20 315-150403-131 20 315-150403-131 0 Amplifier(250w) 315-110003-131 . ,- �'- 315-070304131 CaCamera/DoorbellF'� �� , „ alarn Camera/Doorbell qty IIIIIIIIIIIIIIIIIIIIIIII Desktop Mc3I5 330001-131 1.1111111 � k�: 315-032000-131-D ruMin ,gym ..y 1,. ✓ t sa• 210006131-TT emerigni 1 PURVIS FSAS Fire Station Hardware/Software for City of Augusta 7/1/2019 - �.- -- Station 7 Station Control Unit(SCU) QtY tiEtCtilliiiii© CRY My 'ty Qty SC enVideeTouch ibutioen(RTS)-22•©©��©© Remote Torch Screen Video Distribution-VGA TX/RX © �� Vesa Mont for VGA/HDMI Receiver©��'�� USB Extender,1-Port,150'©�� i MIN IMEIMMEINEMEMI Message Board HDMI Video Receiver©© Wall Mount for Small Monitor,Fixed,24"to 42"Monitor��IIIIEIIIIIIIIIEIIIIII ®��� Text-to-speech(TTS]Voice Module Software license(Perpetual] ��� ® Station Control Unit(SCU)FSAS Software License ����� (Perpetual)IMIIEIIIIII® HIMIIINIIIIEIMIIMIIIIIIHMNIN IMILIM��� 0 ��'�� f- �,f AmpliRer(250wj� 0 0 ��IIIIEIIIIIIIMIIEMIII� Camera/Doorbell - - ��� Qty Qty Qty" -: t L . 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II I a s a . i z 11 § i r k v s < $ 9 $ $ $ I is 3 3 s s a' 3 3 ; # ; g k k k e ill/il li 3 v` 0 3 3 3 ; € sp o a o R T F , If $ byp $ •e e i & a I z 1 o I s o € 1 o 3 r P Ini lAiiiiltillAilifilillf I ir * i jIi .tIJ sl , I ,.401 . ai 1:7 1, iim I1 i cj� 1 ....,_ vc f3 41lib 1 1 .,.. 1 8� iri!1;' '� B' 3,/3 is {I . ° 0 1if3 1e ; 1/1 I' 1 I i 11 tit. 1 , i AZI, 1 r 1 1II ..* ,:ir ill • 1 1 -.: 1 ONO !I iii II • 1 _ C a 1i. 1 I ..., e I @e ' i . - 1 I1 \1 i' -- .- - Ai i® 1 0 ani ! i III 3 i I: 1 Is iialG r�1 1 f1 ' ,1 I 1111..... !:::,. 113 iir-tri- --til gii. i 2 e e : 4a : lit,�ID ■ia wow i 1J.L! ii `pi� I �.r NM,, City of Augusta,GA RFP NO:18-298 5 August 2019 PURVIS Fire Station Alerting System Exhibit B Milestone Payment Schedule for PURVIS FSAS Implementation Key Milestone Deliverables Payment Amount Milestone#1: • Overall Project Plan $165,000 Project Documentation • PURVIS FSAS Controller and Device Specifications • PURVIS FSAS API Documentation Milestone#2: • Network Configuration Spreadsheet $165,000 System Design and • System Configuration Document Documentation • Training Plan • Test&Cutover Plan Milestone#3: • PURVIS FSAS Central Server Installation $132,000 Physical Dispatch Installation • PURVIS FSAS Radio Interface Unit Installation • PURVIS FSAS DM Console Installation Milestone#4: • First Article Station Installation $110,000 Physical Station Installation Milestone#5: • 2"d and 3rd Station Installations $44,000 Physical Station Installation Milestone#6: • 4th and 5th Station Installations $44,000 Physical Station Installation Milestone#7: • 6'and 7th Station Installations $44,000 Physical Station Installation Milestone#8: • 8th and 9th Station Installations $44,000 Physical Station Installation Milestone#9: • 10th and 11th Station Installations $44,000 Physical Station Installation Milestone#10: • 12th and 13th Station Installations $44,000 Physical Station Installation Milestone#11: • 14th and 15th Station Installations $44,000 Physical Station Installation Milestone#12: • 16th and 17th Station Installations $44,000 Physical Station Installation Milestone#13: • 18th Station Installation $22,000 Physical Station Installation Milestone#14: • CAD Interface Testing $87,830 System Acceptance and Cutover • Training ■ System Cutover and Acceptance(Dispatch and 18 stations) Subtotal $1,033,830 Milestone#15: • 19th Station(Station 2)Installation and Cutover $33,000 Physical Station Installation and Cutover Milestone#16: • 20th Station(Station 20)Installation and Cutover $33,000 Physical Station Installation and Cutover Total $1,099,830 PURVIS requests payment on a NET 30 basis. PURVIS SYSTEMS Milestone Schedule 1 I N C O R • O R A T E D Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 END-USER LICENSE AGREEMENT PURVIS FIRE STATION ALERTING SYSTEM (FSAS) This End-User License Agreement ("Agreement") is made and entered into on [DATE] between PURVIS Systems Incorporated, a New York Corporation, (hereinafter"PURVIS"or"Licensor"), located at 88 Silva Lane, Middletown, RI 02842 and the Augusta, Georgia Consolidated Government("Licensee"), located at 535 Telfair Street, Augusta, GA 30901. RECITALS WHEREAS, Licensor has developed the PURVIS Fire Station Alerting SystemTM ("PURVIS FSAS"or"FSAS") and desires to grant Licensee a license to use the Software; WHEREAS, Licensee wishes to use the Software under the terms and conditions set forth in this Agreement; WHEREAS, Licensor and Licensee have executed a Contract to Purchase Fire Station Alerting System for RFP # 18-298, dated [DATE OF CONTRACT] ("Contract") for the Licensee's procurement of the PURVIS FSAS; NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensor and Licensee hereby agree as follows: 1. GRANT OF LICENSE PURVIS grants Licensee a non-exclusive, perpetual license to use the Software only in connection with the PURVIS FSAS and solely for Licensee's internal business use. "Software" means all software, firmware, and databases created by PURVIS for the PURVIS FSAS. Refer to PURVIS' proposal and/or the Contract for the specific Software items licensed by Licensee under this Agreement. 2. RESTRICTIONS ON USE No license or right is granted to license,sell,disclose or otherwise transfer the Software to others. Licensee shall not manufacture, modify, reproduce, copy, reverse engineer, decompile, disassemble or create derivative works of Software. Licensee acknowledges that any documentation delivered in connection with the software included in the FSAS is PURVIS' proprietary information,and Licensee may not disclose, assign or sublicense such documentation and information to anyone without PURVIS' prior written consent and then only on terms acceptable to PURVIS. Licensee represents and warrants that it is acquiring the Software and the FSAS for its own business use and purpose, without any intention to re-sell or transfer the Software or the FSAS to any third party. End-User License Agreement-PURVIS FSAS(03/15) Page 1 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 3. MAINTENANCE AND SUPPORT Warranty and Maintenance services shall be provided in accordance with PURVIS' Warranty, Maintenance, and Service Agreement for the PURVIS FSAS, for the periods and prices set forth in the Contract. 4. TERM OF AGREEMENT This Agreement shall commence on the effective date and shall continue in effect until terminated by PURVIS or Licensee as set forth in Paragraphs 3, 15, and 16 of the Contract. 5. TERMINATION Except as expressly stated to the contrary in the Contract, if either party fails to comply with any terms and conditions of this Agreement, the other party may terminate this Agreement upon 30 days written notice, specifying such breach, unless within the period of such notice, all breaches specified therein have been cured. Licensee's failure to pay PURVIS amounts due shall be considered a material breach of this Agreement. Upon termination, PURVIS shall remove the Software from the Licensee's equipment. Licensee shall allow PURVIS reasonable access to the equipment so that PURVIS can remove the Software. Licensee agrees that it has no right to, and hereby expressly releases and holds PURVIS harmless from any liability for any damages, equitable relief or indemnification of any kind, including but not limited to loss of profits, or any other cost, damage, liability, loss or expense incurred by Licensee due to any expiration or termination of this Agreement. 6. WARRANTY AND REMEDIES PURVIS warrants that Software manufactured by PURVIS, under normal use and service as originally delivered to Licensee, will function substantially in accordance with the functional description in the PURVIS proposal or the Contract. PURVIS' sole liability and Licensee's sole remedy for breach of this Software warranty shall be, at PURVIS' election, PURVIS' good faith effort to rectify the nonconformity or replace the Software with Software that conforms. This warranty does not apply if Software failure is a result of accident, misuse, abuse,misapplication or unauthorized modification by Licensee. 7. INTELLECTUAL PROPERTY (a) Ownership. PURVIS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the licensed Software contained in the FSAS. "Intellectual Property Rights" means all exclusionary, proprietary or other rights existing from time to time under patent, copyright, trade secret, trademark, unfair competition or other laws. The PURVIS name, the PURVIS logo, and the product names associated with the FSAS are trademarks of PURVIS or third parties, and no right or license is granted to use them. In the course of the performance of this Agreement, PURVIS may disclose to Licensee certain confidential information regarding the design, computer code, specifications and other matters regarding the Software and the FSAS. Licensee agrees to hold all such information disclosed to Licensee regarding the Software and the FSAS confidential for a period of five(5)years after the termination of this Agreement and Licensee shall not during such period End-User License Agreement-PURVIS FSAS(03/15) Page 2 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 disclose any confidential information regarding the Software or the FSAS to any third party, except as may be required pursuant to a valid court order or subpoena. Licensee shall promptly notify PURVIS of the receipt of any such court order or subpoena and afford PURVIS the opportunity to contest or limit any such court order or subpoena as the same may relate to the Software and the FSAS and any confidential information relating thereto. (b) PURVIS FSAS IP Indemnity. Except as expressly provided in the Contract, PURVIS will defend and hold Licensee harmless against any claims, legal actions, and other expenses in connection with any claims that the FSAS or any Hardware or Software created by PURVIS within the FSAS infringes or violates intellectual property rights of any third party, on the condition that Licensee notifies PURVIS promptly of the claim and gives PURVIS sole control of the defense and negotiations for its settlement or compromise. If Licensee is, or may become, prohibited from use of the FSAS by reason of an actual or anticipated claim, PURVIS will use its reasonable efforts, at PURVIS' sole cost and expense, to either: (a) obtain for Licensee the right to use the FSAS, (b) replace or modify the FSAS so that it is no longer subject to a claim but performs the same functions in an equivalent manner, or (c) refund to Licensee the amount paid in respect to the FSAS. PURVIS shall not have any liability to Licensee if the infringement or other violation of a third party right is based in any way upon (i) the use of the FSAS in combination with other components, equipment or software not furnished by PURVIS, (ii)third party or off-the-shelf Hardware or Software used in conjunction with or incorporated into the FSAS; or (iii) any component of the FSAS which has been modified or altered by Licensee without authorization. EXCEPT AS EXPRESSLY PROVIDED IN THE CONTRACT, THIS SECTION STATES THE ENTIRE RESPONSIBILITY OF PURVIS CONCERNING INTELLECTUAL PROPERTY CLAIMS REGARDING THE FSAS AND PURVIS' HARDWARE AND SOFTWARE AND WILL SURVIVE TERMINATION OF THE AGREEMENT. (c) Third Party Hardware and Software IP Indemnity Pass-through. Except as expressly provided in the Contract, with respect to any third party hardware or software contained in the FSAS, PURVIS agrees to pass on to Licensee, to the extent permissible under applicable agreements, any warranties or indemnities with regard to patent or copyright infringement provided to PURVIS by such vendors. PURVIS is not authorized to act as agent for any vendor in patent or copyright matters. PURVIS will, upon notification from Licensee of any allegation of patent or copyright infringement involving third party hardware or software, promptly notify the vendor(s) and assist(at Licensee's expense)in obtaining from vendor(s)such remedies as may be contained in PURVIS' agreement(s)with such vendor(s). (d) Improvements. All rights, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other apparatus programs, derivatives and related documentation, other works of authorship fixed in any tangible medium of expression, or other forms of intellectual property, whether or not subject of statutory protection, which are made, created, developed, written, conceived or first reduced to practice by PURVIS solely,jointly or on its behalf,in the course of,arising out of,or as a result of work performed under this Agreement shall belong to and be the sole and exclusive property of PURVIS. 8. PERSONAL DATA CONTAINED WITHIN THE FSAS OR ANY HOSTED End-User License Agreement-PURVIS FSAS(03/15) Page 3 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 SERVICES PURVIS does not own any personal data, information or material that may be introduced into or contained within the FSAS in the course of Licensee's use of the FSAS, including, without limitation, cellular telephone numbers, names, email addresses or other information by which individuals are contacted or identified ("Personal Data"). Licensee, not PURVIS, shall have sole responsibility for the accuracy, quality, integrity, legality,reliability, appropriateness, and intellectual property ownership or right to use of all Personal Data. Licensee is responsible for the Personal Data and PURVIS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Personal Data. 9. LIMITATION OF LIABILITY EXCEPT FOR ANY EXPRESS HARDWARE OR SOFTWARE WARRANTIES PROVIDED IN THE AGREEMENT AND THE CONTRACT, PURVIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE FSAS OR ANY HARDWARE, SOFTWARE or SERVICES THEREIN. PURVIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A)THE USE OF THE FSAS WILL BE SECURE,TIMELY,UNINTERRUPTED OR ERROR- FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE FSAS WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE EFFECTIVENESS OF THE FSAS IN CONVEYING EMERGENCY MESSAGES OR WARNINGS,OR THE USE TO WHICH ANY RESPONDER OR OTHER PARTY MAY PUT SUCH MESSAGES OR WARNINGS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR(F)THE FSAS OR THE SERVER(S)THAT MAKE THE FSAS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FSAS AND ALL CONTENT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON—INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PURVIS AND ITS LICENSORS. EXCEPT AS EXPRESSLY PROVIDED IN ANY OTHER CONTRACT OR AGREEMENT BETWEEN THE PARTIES RELATING TO THE FSAS SYSTEM, IN NO EVENT SHALL PURVIS'S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE IN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT AS EXPRESSLY PROVIDED IN ANY OTHER CONTRACT OR AGREEMENT BETWEEN THE PARTIES RELATING TO THE FSAS SYSTEM, IN NO EVENT SHALL PURVIS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND(INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY End-User License Agreement-PURVIS FSAS(03/15) Page 4 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 WAY CONNECTED WITH THE FSAS,INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE FSAS, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PURVIS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.INTERNET DELAYS THE FSAS OR ANY HOSTED SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PURVIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. LICENSEE IS SOLELY RESPONSIBLE FOR ITS ACCESS TO THE INTERNET FOR PURPOSES OF USING THE FSAS AND ANY HOSTED SERVICES. PURVIS IS NOT AN INTERNET PROVIDER AND HAS NO RESPONSIBILITY WHATSOEVER IN ARRANGING FOR,OR MONITORING,THE LICENSEE'S ACCESS TO THE INTERNET IN ORDER TO USE THE FSAS OR ANY HOSTED SERVICES. 11.FORCE MAJEURE Neither party shall be liable to the other for any failure to perform its obligations hereunder and shall have no liability whatsoever as a result of any cause beyond the reasonable control of such party, including without limitation any theft, riot, war, flood, fire, storm, natural disaster, work stoppage, national emergency, terrorism, delay or failure of any supplier or shipper, any product, labor or parts shortage or similar event. 12. SEVERABILITY If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in force and full effect. Notwithstanding the provisions of the foregoing sentence, if such invalidity shall change the basic intent of the parties as set forth in this Agreement,the rights,duties,or obligations or either party hereunder shall be subject to good-faith renegotiations between the parties. 13. NON-WAIVER The failure of either party to exercise any right provided in this Agreement shall not constitute a waiver of any right hereunder. 14.ASSIGNMENT Neither party shall assign, sell, transfer, or in any way encumber its interest under this Agreement without first obtaining the written consent of the other party hereto. 15. NOTICES All notices required hereunder shall be in writing and shall be delivered to the address indicated in the Contract (or at such other address as shall be given pursuant to this provision by either of the parties to the other). End-User License Agreement-PURVIS FSAS(03/15) Page 5 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 16.INDEPENDENT COMPANY It is understood and agreed by and between the parties that PURVIS,in satisfying the conditions of this Agreement, is acting independently, and that Licensee assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by PURVIS pursuant to this Agreement shall be in the capacity of an independent company, and not as an agent or employee of Licensee. PURVIS shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of the Agreement. 17. COMPLIANCE WITH LAWS/LAWS GOVERNING Each party shall comply with all applicable federal, state or local laws, regulations or ordinances in effect on the date of this Agreement or thereafter adopted. The parties shall conduct all of their activities associated with this Agreement consistent with these applicable regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 18. CERTAIN LAWS The PURVIS FSAS uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Licensee agrees to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Licensee acknowledges and agrees that the Software shall not be used by, transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. 19. AGREEMENT This Agreement sets forth the entire understanding between the parties as to the subject matter herein, and supersedes all prior agreements, discussions and understandings, expressed or implied, between the parties, except as described and subject to the Contract. This Agreement may not be altered except by a written agreement signed by both parties. 20. COUNTERPARTS This Agreement may be executed in counterparts, each of which will be deemed to be an original and such counterparts together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly End-User License Agreement-PURVIS FSAS(03/15) Page 6 of 7 Exhibit C to Contract to Purchase Fire Station Alerting System for RFP#18-298 authorized representatives on the day and year first above written. PURVIS Systems Incorporated(Licensor) Licensee hart) C Auth rized Signature Authorized Signature Y f Nic�,�,�t� 071C'-4- ,Ci c rac a rnlr. Print Name and Title Print Name and Title End-User License Agreement-PURVIS FSAS(03/15) Page 7 of 7 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 WARRANTY, MAINTENANCE, AND SERVICE AGREEMENT PURVIS FIRE STATION ALERTING SYSTEM (FSAS) CUSTOMER: Augusta, GA Consolidated Government I. INTRODUCTION This Warranty, Maintenance, and Service Agreement ("Agreement") is effective for a period of one year commencing upon Customer's written acceptance of the PURVIS FSAS system. This Agreement may be renewed on an annual basis by mutual written agreement of the parties at the prices set forth in the Price Schedule or as otherwise mutually agreed. The services provided under this Agreement cover all PURVIS-provided hardware and software identified in the PURVIS FSAS Contract with Customer. Failures must be caused by PURVIS- provided FSAS hardware and/or software in order to be covered by this Agreement. Services include Help Desk Support, Emergency Service Support, Remote Access Support, On-Site Technical Assistance, and Software Version Upgrades. ALL CUSTOMER REQUESTS FOR SUPPORT ARE INITIATED BY CONTACTING THE PURVIS HELP DESK: FOR EMERGENCY SUPPORT: PHONE: 866-841-2824 FOR NON-EMERGENCY SUPPORT: ONLINE: HTTPS://SUPPORT.PURVIS.COM or E-MAIL: FSAS-SUPPORT@PURVIS.COM Services shall be performed by trained, experienced and qualified personnel and with due care, skill and diligence in accordance with applicable industry standards and the terms of this Agreement. Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 1 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 II. DESCRIPTION OF SERVICES The Warranty, Maintenance and Support Services under this Agreement include the following: Hardware PURVIS warrants that during the Warranty and Maintenance Periods, the Warranty Hardware provided by PURVIS will be free of defects in materials and workmanship, and conform to specifications set forth in the Contract and any FSAS user manuals/documentation provided to Customer. PURVIS' sole liability and responsibility under this warranty is to repair or replace,at PURVIS' option, any Hardware provided by PURVIS, which PURVIS determines does not conform to the warranty. This warranty does not cover Hardware that requires replacement due to normal wear and tear (such as UPS battery), is damaged as a result of vandalism,misuse,force majeure or other act of God(such as flood,lightning strike, etc), is disassembled,modified or tampered with, or is otherwise negligently or improperly installed or maintained by Customer. Software "Software"means all software, firmware, and databases created by PURVIS for Warranty the PURVIS FSAS. Refer to PURVIS' proposal and/or the Contract for the specific Software items licensed by Licensee under this Agreement. Software License. PURVIS grants Customer a non-exclusive,perpetual license to use the Software only in connection with the FSAS and solely for Customer's internal business use. No license or right is granted to license, sell, disclose or otherwise transfer the Software to others. Customer shall not manufacture, modify, reproduce, copy, reverse engineer, decompile, disassemble or create derivative works of Software. Customer acknowledges that any documentation delivered in connection with the software included in the FSAS is PURVIS' proprietary information, and Customer may not disclose, assign or sublicense such documentation and information to anyone without PURVIS' prior written consent and then only on terms acceptable to PURVIS. Customer represents and warrants that it is acquiring the Software and the FSAS for its own business use and purpose,without any intention to re-sell or transfer the Software or the FSAS to any third party. PURVIS warrants that Software manufactured by PURVIS, under normal use and service as originally delivered to Customer, will function substantially in accordance with the functional description in the PURVIS proposal during the Warranty and Maintenance Period. PURVIS' sole liability and Customer's sole remedy for breach of this Software warranty shall be, at PURVIS' election, PURVIS' good faith effort to rectify the nonconformity or replace the Software with Software that conforms. This warranty does not apply if Software failure is a result of accident, misuse, abuse, misapplication or unauthorized modification by Customer. Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 2 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 During the Warranty and Maintenance periods,it is expected that Customer p shall perform any configuration updates/changes to the system for which training was provided, except as indicated below: - During the initial one-year Warranty Period, PURVIS will provide up to 50 text-to-speech pronunciation configuration changes if requested by Customer. Help Desk All requests for support must be initiated through the PURVIS Help Desk. The Support PURVIS Help Desk receives and logs all customer support calls and creates trouble tickets for all calls received. The Help Desk is staffed to receive calls 24x7x365. Emergency Requests: Contact the Help Desk by phone at 866-841-2824. All Emergency Requests will be confirmed by return phone call: a PURVIS Support Engineer shall acknowledge Customer's request within two (2) hours of receipt, and will solicit specific details regarding the service request if needed. Following this initial response, PURVIS will classify the event by priority level: Emergency Service Request or Non-Emergency Service Request. Non-Emergency Requests: Contact the Help Desk online at https://support.purvis.com, or email at FSAS-support@purvis.com. For Online or Email requests: a PURVIS Support Engineer shall acknowledge Customer's request within two(2)hours of receipt during normal business hours, Monday through Friday, between the hours of 8 AM and 5 PM Eastern Time, excluding federal holidays. PURVIS will solicit specific details regarding the service request if needed. Emergency Service Request is defined as a major failure of FSAS software or hardware that results in no service at one or more locations. Response to an Emergency Service Request is provided within four hours following request. PURVIS will troubleshoot, diagnose and repair emergency system failures 24/7/365, including holidays, until resolved. Non-Emergency Service Request is defined as a failure or incident in which the service continues to operate, but a non-critical feature, such as a speaker or LED light, is not available or does not function as it should. Service for non- emergency failures is provided during normal business hours, Monday through Friday, between the hours of 8 AM and 5 PM Eastern time, excluding federal holidays. Response to a Non-Emergency Service Request is provided within the next business day, and will typically be resolved within two business days. Emergency Emergency Service Support is provided 24x7x365 to address system failures that Svc. Support result in no service at one or more locations. Remote Remote Access Support is provided through VPN and Windows Remote Access Desktop. Support On-Site On-Site Technical Assistance is available to support service requests that cannot Technical be resolved remotely. Assistance Warranty,Maintenance,and Service Agreement Page 3 PURVIS FSAS(05/18) Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 Preventive One(1)preventive maintenance visit per station per year is scheduled during Maintenance normal business hours of Monday—Friday between the hours of 8 AM and 5 PM local time. Preventive maintenance is performed with the objectives of prolonging the life of equipment and preventing the need for corrective and emergency repairs. All major components of the system are cleaned and tested, and any unreported equipment failure is identified and repaired. Preventive Maintenance is not applicable during the initial 1-year Warranty Period. Software General availability software version upgrades for critical issue patches and Version scheduled major version upgrades are included as part of this Agreement. Upgrades PURVIS operates on a bi-annual build/release cycle for normal FSAS maintenance builds. Major version upgrades are planned for rollout on an 18 month cycle. Any critical software issues that may arise will be addressed and patches will be released in General Availability as soon as they are completed and successfully pass a rigorous regression test cycle. New builds are distributed via email, DVD, CD, or web download, at the customer's discretion. Depending on customer preference, either the customer or a PURVIS engineer will load the update into the customer's system using the Software Update feature on the PURVIS FSAS DM Console. Newly installed updates can be automatically pushed to PURVIS FSAS Station Control Units and the Central Servers at any time. Out-of-Scope In the event that support provided under this Agreement in response to a Support Help Desk request is determined by PURVIS to be an issue that is not covered under the applicable Software Warranty and/or Hardware Warranty or as a result of customer's non-compliance with the terms of this Agreement("out-of-scope service"),PURVIS reserves the right to be reimbursed for such services. PURVIS shall invoice on a Time and Materials basis for such out of scope services at the then current hourly rate, and payment terms shall be Net 30. The current hourly rate of$165 per hour for out-of-scope services is effective through calendar year 2022, and may be subject to escalation thereafter. Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 4 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 FSAS GENERAL TERMS AND CONDITIONS The following terms and conditions are applicable to all agreements between PURVIS Systems Incorporated and PURVIS'customers with regard to PURVIS'Fire Station Alerting System("FSAS"). 1) INTELLECTUAL PROPERTY (a) Ownership. PURVIS alone(and its licensors,where applicable)shall own all right,title and interest,including all related Intellectual Property Rights, in and to the licensed Software contained in the FSAS. "Intellectual Property Rights" means all exclusionary, proprietary or other rights existing from time to time under patent, copyright,trade secret,trademark,unfair competition or other laws.The PURVIS name,the PURVIS logo,and the product names associated with the FSAS are trademarks of PURVIS or third parties,and no right or license is granted to use them. In the course of the performance of this Agreement, PURVIS may disclose to Customer certain confidential information regarding the design,computer code,specifications and other matters regarding the Software and the FSAS. Customer agrees to hold all such information disclosed to Customer regarding the Software and the FSAS confidential for a period of five (5) years after the termination of this Agreement and Customer shall not during such period disclose any confidential information regarding the Software or the FSAS to any third party, except as may be required pursuant to a valid court order or subpoena. Customer shall promptly notify PURVIS of the receipt of any such court order or subpoena and afford PURVIS the opportunity to contest or limit any such court order or subpoena as the same may relate to the Software and the FSAS and any confidential information relating thereto. (b) PURVIS FSAS IP Indemnity. PURVIS will defend and hold Customer harmless against any claims, legal actions, and other expenses in connection with any claims that the FSAS or any Hardware or Software created by PURVIS within the FSAS infringes or violates intellectual property rights of any third party, on the condition that Customer notifies PURVIS promptly of the claim and gives PURVIS sole control of the defense and negotiations for its settlement or compromise.If Customer is,or may become,prohibited from use of the FSAS by reason of an actual or anticipated claim,PURVIS will use its reasonable efforts,at PURVIS'sole cost and expense,to either:(a) obtain for Customer the right to use the FSAS,(b) replace or modify the FSAS so that it is no longer subject to a claim but performs the same functions in an equivalent manner, or (c) refund to Customer the amount paid in respect to the FSAS.PURVIS shall not have any liability to Customer if the infringement or other violation of a third party right is based in any way upon(i)the use of the FSAS in combination with other components, equipment or software not furnished by PURVIS,(ii)third party or off-the-shelf Hardware or Software used in conjunction with or incorporated into the FSAS; or(iii)any component of the FSAS which has been modified or altered by Customer without authorization. THIS SECTION STATES THE ENTIRE RESPONSIBILITY OF PURVIS CONCERNING INTELLECTUAL PROPERTY CLAIMS REGARDING THE FSAS AND PURVIS' HARDWARE AND SOFTWARE AND WILL SURVIVE TERMINATION OF THE AGREEMENT. (c) Third Party Hardware and Software IP Indemnity Pass-through. With respect to any third party hardware or software contained in the FSAS,PURVIS agrees to pass on to Customer,to the extent permissible under applicable agreements,any warranties or indemnities with regard to patent or copyright infringement provided to PURVIS by such vendors. PURVIS is not authorized to act as agent for any vendor in patent or copyright matters. PURVIS will, upon notification from Customer of any allegation of patent or copyright infringement involving third party hardware or software,promptly notify the vendor(s)and assist(at Customer's expense)in obtaining from vendor(s) such remedies as may be contained in PURVIS'agreement(s)with such vendor(s). (d)Improvements. All rights,title and interest in and to any inventions,discoveries,improvements,methods,ideas, computer and other apparatus programs,derivatives and related documentation, other works of authorship fixed in any tangible medium of expression, or other forms of intellectual property, whether or not subject of statutory protection, which are made, created, developed,written, conceived or first reduced to practice by PURVIS solely, jointly or on its behalf,in the course of,arising out of,or as a result of work performed under this Agreement shall belong to and be the sole and exclusive property of PURVIS. 2) PERSONAL DATA CONTAINED WITHIN THE FSAS OR ANY HOSTED SERVICES PURVIS does not own any personal data,information or material that may be introduced into or contained within the FSAS in the course of Customer's use of the FSAS, including, without limitation,cellular telephone numbers, names, email addresses or other information by which individuals are contacted or identified ("Personal Data"). Customer, not PURVIS, shall have sole responsibility for the accuracy, quality,integrity, legality,reliability, appropriateness,and intellectual property ownership or right to use of all Personal Data. Customer is responsible for Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 5 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 the Personal Data and PURVIS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Personal Data. 3) LIMITATION OF LIABILITY EXCEPT FOR ANY EXPRESS HARDWARE OR SOFTWARE WARRANTIES PROVIDED IN THE AGREEMENT, PURVIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,ACCURACY OR COMPLETENESS OF THE FSAS OR ANY HARDWARE,SOFTWARE or SERVICES THEREIN. PURVIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT(A) THE USE OF THE FSAS WILL BE SECURE,TIMELY,UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B)THE FSAS WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE EFFECTIVENESS OF THE FSAS IN CONVEYING EMERGENCY MESSAGES OR WARNINGS,OR THE USE TO WHICH ANY RESPONDER OR OTHER PARTY MAY PUT SUCH MESSAGES OR WARNINGS,(E)ERRORS OR DEFECTS WILL BE CORRECTED,OR(F)THE FSAS OR THE SERVER(S) THAT MAKE THE FSAS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FSAS AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON—INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PURVIS AND ITS LICENSORS. EXCEPT AS EXPRESSLY PROVIDED IN ANY OTHER CONTRACT OR AGREEMENT BETWEEN THE PARTIES RELATING TO THE FSAS SYSTEM,IN NO EVENT SHALL PURVIS'S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT AS EXPRESSLY PROVIDED IN ANY OTHER CONTRACT OR AGREEMENT BETWEEN THE PARTIES RELATING TO THE FSAS SYSTEM, IN NO EVENT SHALL PURVIS AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,PUNITIVE,SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE FSAS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE FSAS, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE,ANY INTERRUPTION,INACCURACY,ERROR OR OMISSION,REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PURVIS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4) INTERNET DELAYS THE FSAS OR ANY HOSTED SERVICES MAY BE SUBJECT TO LIMITATIONS,DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PURVIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS ACCESS TO THE INTERNET FOR PURPOSES OF USING THE FSAS AND ANY HOSTED SERVICES. PURVIS IS NOT AN INTERNET PROVIDER AND HAS NO RESPONSIBILITY WHATSOEVER IN ARRANGING FOR, OR MONITORING,THE CUSTOMER'S ACCESS TO THE INTERNET IN ORDER TO USE THE FSAS OR ANY HOSTED SERVICES. 5) FORCE MAJEURE Neither party shall be liable to the other for any failure to perform its obligations hereunder and shall have no liability whatsoever as a result of any cause beyond the reasonable control of such party, including without limitation any theft,riot,war,flood,fire,storm,natural disaster,work stoppage,national emergency,terrorism,delay or failure of any supplier or shipper,any product,labor or parts shortage or similar event. 6) GENERAL PROVISIONS (a) Assignment. Neither party shall assign,sell,transfer,or in any way encumber its interest under this Agreement Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 6 Exhibit D to Contract to Purchase Fire Station Alerting System for RFP#18-298 without first obtaining the written consent of the other party hereto. (b) Amendment. The Agreement may be amended only by mutual written agreement of the parties. (c) Notices. All notices required hereunder shall be in writing and shall be delivered to the address indicated in the Contract(or at such other address as shall be given pursuant to this provision by either of the parties to the other). (d) Independent Company. It is understood and agreed by and between the parties that PURVIS,in satisfying the conditions of this Agreement, is acting independently, and that Customer assumes no responsibility or liabilities to any third party in connection with these actions. All services to be performed by PURVIS pursuant to this Agreement shall be in the capacity of an independent company, and not as an agent or employee of Customer. PURVIS shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed, subject to the terms of the Agreement. Warranty,Maintenance,and Service Agreement PURVIS FSAS(05/18) Page 7