1 AGREEMENT FOR FIRST-IN ALERTING MAINTENANCE AND SERVICESWESTNET, LLCOn this ______ day of ___________, 2024 (“Effective Date”) the CITY OF RIVERSIDE, a California charter city and municipal corporation (“City”), and WESTNET, LLC, a Delaware limited liability company authorized to do business in California, whose address is 15542 Chemical Lane, Huntington Beach, California 92649 (“Contractor”), mutually agree as follows: 1. Scope of Services. Contractor shall provide and install MCU upgrades andfurnish all labor, materials and equipment for and perform the First-In Alerting Maintenance and Support (“Services”) at the City’s fourteen (14) fire stations as set forth in Statement of Work for MCU Upgrades Exhibit “1,” attached hereto and incorporated herein by reference. 2. Term. The term shall be ninety (90) days from the effective date of theAgreement, unless earlier terminated as provided herein. 3. Compensation. City shall pay Contractor for the performance of the Servicesduring the term of this Agreement pursuant to Sourcewell Cooperative Agreement (Co-Op) #042021-WNT in an amount not to exceed One Hundred Twenty-Five Thousand Five Hundred Fifty Dollars and Fifty-One Cents ($125,550.51). City shall pay Contractor pursuant to the Project milestones identified in Exhibit “1(D).” 4. Extra Material. Contractor shall not be compensated for any extra materials usedor time expended over and above the Contract Price unless prior written approval for the same has been granted by City. In addition, Contractor shall only be compensated for services actually rendered. 5. Warranty of Services. Contractor agrees to perform the services under thisAgreement in a professional, workmanlike, and commercially reasonable manner, which is similar to the services provided to its other customers. 6. General Compliance with Laws. Contractor shall keep fully informed of federal,state and local laws and ordinances and regulations, which in any manner affect those, employed by Contractor, or in any way affect the performance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. 7. Business Tax and Penalties. Contractor acknowledges and agrees that with respectto any business tax or penalties thereon, utility charges, invoiced fee or other debt, which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City 2 in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. 8. Business License. As a condition of this Agreement, Contractor shall secure a business license to operate in the City of Riverside, and shall also secure any other licenses or permits, which may be required. 9. Workers’ Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers’ compensation or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers’ Compensation Act. Prior to City’s execution of this Agreement, Contractor shall file with City either (1) a certificate of insurance or self-insurance evidencing that such insurance is in effect, or that Contractor is self-insured for such coverage; or (2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with the City shall provide that City shall be given ten (10) days’ prior written notice before modification or cancellation thereof. Contractor’s workers’ compensation carrier shall be authorized to transact insurance business in the State of California with a policyholder’s rating of “A” or higher and a Financial Class VII or larger. 10. Commercial General Liability and Automobile Liability Insurance. Prior to City’s execution of this Agreement, Contractor shall secure, and shall thereafter maintain until completion of the Agreement, such commercial general and automobile liability insurance as shall protect Contractor from claims for damages for personal injury, including accidental death, as well as from claims for property damage which may arise from or which may concern operations under this Agreement, whether such operations be by or on behalf of Contractor, any subcontractor or anyone directly or indirectly employed by, connected with or acting for or on behalf of any of them. All liability insurance shall be issued by an insurance company or companies authorized to transact liability insurance business in the State of California with a policy holder’s rating of A or higher and a Financial Class of VII or larger and shall cover commercial general and automobile liability for both bodily injury (including death) and property damage, including but not limited to aggregate products, aggregate operations, aggregate protective and aggregate contractual with the following minimum limits: Commercial General $1,000,000 per occurrence $2,000,000 aggregate Automobile $1,000,000 per occurrence 3 Policies or original certificates of insurance along with additional insured endorsement acceptable to City, evidencing the coverage required by this Agreement for both commercial general and automobile liability, shall be filed with City and shall include City as an additional insured. The policy or policies shall be in the usual form of public liability insurance, but shall also include the following provisions:Solely for Services performed by and on behalf of the named insured for the City of Riverside, it is agreed that the City of Riverside and its officers and employees are added as additional insureds under this policy. The insurance policy or policies shall also comply with the following provisions: a. Policies shall include premises/operations, products completed operations,independent contractors, owners and contractors’ protection, broad formcontractual, personal injury with employment exclusion deleted, and broadform property damage.b. The policy shall be endorsed to waive any right of subrogation against theCity and its subcontractors, employees, officers, agents and directors for workperformed under this Agreement.c. If policies are written on a claims-made basis, the certificate should sospecify, and the policy must continue in force for one year after completion ofthe project. The retroactive date of the coverage must also be listed.d. The policy shall specify that the insurance provided by Contractor will beconsidered primary and not contributory to any other insurance available tothe City of Riverside. Contractor shall provide Form No. CG 20010413 toCity.11. Termination. City and Contractor shall have the right to terminate any or all ofContractor’s Services and work covered by this Agreement at any time upon thirty (30) calendar days’ written notice to Contractor. In the event of such termination, Contractor shall submit Contractor’s final written statement of the number of services provided as of the date of such termination for payment by the City. Notwithstanding the foregoing, the City may terminate Contractor’s performance of this Agreement upon five (5) calendar days’ written notice if: a. Contractor fails to promptly begin performance of the Services; orb. Contractor fails to perform the Services in accordance with the ContractDocuments, including conforming to applicable standards set forth therein, orrefuses to remove and replace rejected materials or unacceptable work; or 4 c. Contractor discontinues performance of the Services; or d. Contractor fails to make payment to subcontractors for materials or labor in accordance with applicable law; or e. Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having jurisdiction; or f. Contractor otherwise is guilty of breach of a provision of this Agreement; or g. Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor’s ability to satisfy its contractual obligations. A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to this Agreement. Upon that person’s appointment, City has at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void. 12. Force Majeure, Shortages and Offsets. Contractor will not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered products or otherwise carry out its obligations under this Agreement due to causes beyond its reasonable control, and no such event will relieve the City of its obligations to make payments for other deliveries made when due under this Agreement. Such causes may include, but shall not be limited to, acts of God, the elements, acts or omissions of the Contractor, carriers, suppliers to Contractor or civil or military authorities, fires, labor disputes and other inabilities of Contractor to obtain necessary labor, materials or supplies from usual sources. If temporarily excused from performance under this Agreement by any such circumstances, Contractor shall resume its performance as soon as is reasonably feasible. Contractor reserves the right, in its sole judgment and without liability to the City, reasonably to allocate its available production capacity and product inventories as may be necessary or equitable in the event of any shortages of production capacity or products at any time. Contractor may offset against any amounts owed by Contractor to the City under this Agreement or otherwise any credits or amounts that are owed by the Cityto Contractor under this Agreement or otherwise.13. Indemnification. Except as to the sole negligence, or willful misconduct of City, Contractor shall defend, indemnify and hold the City, for a period of four years following the termination of this Agreement, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney’s fees, which arises out of or is in any way connected with the performance of work under this Agreement by Contractor or any of Contractor’s employees, agents or subcontractors and from all claims by Contractor’s employees, subcontractors and agents for compensation for services rendered to Contractor in the performance of this Agreement, notwithstanding that City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor or any of the Contractor’s employees, subcontractors or agents. 5 The parties expressly agree that any payment, reasonable attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 14. Defense Obligation. Contractor agrees, at its cost and expense, to promptlydefend the City and the City’s employees, officers, managers, agents, and council members (collectively the “Parties to be defended”) by any third party from and against any and all claims, allegations, lawsuits or other legal proceedings which arise out of, or are related to , or are in any manner connected with: (1) the work, activities operations, or duties of Contractor, or of anyone employed by or working under the Contractor, or (2) any breach of this Agreement by Contractor. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless or, which involve claims or allegations that any of the Parties to be defended were actively, passively or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage or injury. Contractor agrees to provide this defense immediately upon written notice from the City, and with well-qualified, adequately insured and experienced legal counsel reasonably acceptable to the City. 15. Non-Discrimination. During Contractor’s performance of this Agreement,Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, genetic information, gender, gender identity, gender expression, sex, sexual orientation, or military or veterans status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.16. Prevailing Wage. As applicable, pursuant to Section 1771 of the California LaborCode, Contractor and all subcontractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as determined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director’s determination of prevailing wage rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. Contractor is aware of and stipulates that Contractor will also comply with the following sections of the California Labor Code: a. Section 1775 prescribing sanctions for failure to pay prevailing wage rates;b. Section 1776 requiring the making, keeping and disclosing of detailed payrollrecords and prescribing sanctions for failure to do so;c. Section 1777.5 prescribing the terms and conditions for employing registeredapprentices;d. Section 1810 providing that eight hours of labor shall be a day’s work; and 6 e. Section 1813 prescribing sanctions for violations of the provisions concerningeight-hour workdays and forty-hour workweeks.f. Sections 1725.5 and 1771.1 requiring all general contractors andsubcontractors to be registered with DIR. Registration can be accomplishedthrough the DIR website by using this link: http://www.dir.ca.gov/Public-Works/PublicWorks.html.17. Notices. Service of any notices, bills, invoices or other documents required orpermitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: CityContractorCity of Riverside Attn: Fire Chief3900 Main Street Riverside, CA 92522 Westnet, LLC Attn: 15442 Chemical Lane Huntington Beach, CA 92649 18. Venue. Any action at law or in equity brought by either of the parties hereto forthe purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 19. Independent Contractor. Contractor shall at all times during its performance ofthe Work retain its status as an independent contractor. Contractor’s employees and agents shall under no circumstances be considered or held to be employees or agents of City and City shall have no obligation to pay or withhold state or federal taxes or provide workers’ compensation or unemployment insurance for or on behalf of Contractor or its employees and agents. 20. Waiver. No action or failure to act by the City shall constitute a waiver of anyright or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing. 21. Severability. Each provision, term, condition, covenant and/or restriction, inwhole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect. 22. Authority. The individuals executing this Agreement, and the instrumentsreferenced herein on behalf of Contractor each represent and warrant that they have the legal 7 power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.23. Entire Agreement. This Agreement constitutes the final, complete, and exclusivestatement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement. [Signatures on following page.] 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF RIVERSIDE, a California charter city and municipal corporation By: ________________________ City ManagerAttest:By: ________________________ City ClerkCertified as to Availability of Funds:By: ________________________ Finance DirectorWESTNET, LLCa Delaware limited liability companyauthorized to do business in California By: ________________________ Printed Name: Title: By: ________________________ Printed Name: Title: Approved as to form:By: ________________________ Senior Deputy City AttorneyCA#22-1478 RNG 09/12/22
EXHIBIT “1”
Exhibit 1City of Riverside Fire Department
Statement Of WorkFor MCU UpgradesWestnet, LLC. HuntingtonBeach, CA 92649(800) 807-1700www.FirstInAlerting.com SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 2 PROJECT OVERVIEW: The purpose of this project is for the providing and installing of Westnet First-In® Fire Station AlertingSystem (System). The parties to this project are: Westnet LLC. (Westnet or “Contractor”) as the provider, installer, and implementer of the system and Riverside Fire Department as the “Client”, or “Customer”. Riverside Fire Department will be referred to as the “City.”Westnet will provide and install the fourteen (14) MCU upgrades.Upon receipt of a properly formatted alert from the Client's CAD, the System will utilize the Client's network and radio system to activate the Westnet Systems in the Client Fire Stations. Depending upon Station relaysand interfaces, the various First-In Smart Station Units (Units) and/or other non-Smart Station units, if implemented (i.e. Client's public address system, traffic lights, stove, etc.) will emit an audible and/or visual indication of an incoming alert from Dispatch. EXHIBITS: The Exhibits listed below are incorporated into and made a part of the Contract. In interpreting these Exhibits any inconsistency between the Exhibits will be resolved in the order in which they are listed.Exhibit A Installation Verification FormsExhibit B WarrantyExhibit C Contract Price and DeliverablesExhibit D Payment ScheduleExhibit E Acceptance Test PlanExhibit F Final System Acceptance CertificateExhibit G Maintenance and Support Statement of WorkPROJECT SCHEDULE:The estimated project timeline starts upon Westnet’s acceptance of the Customer’s purchase order which includes by reference this Statement of Work. The timeline for completion is ninety (90) days from the later of the accepted Purchase Order or Westnet’s receipt of all programming information necessary to deliver the System. Factors that may expedite or delay this schedule include: each party completing their respective tasks, the technical assistance or items provided by Client third parties (i.e. CAD vendor) and successful completion of a project milestone.Customer acknowledges that the system to be provided is highly customized and the result of significant resources in the design, manufacturing, programming, and shipping processes. Should Customer, after authorizing Westnet to proceed with this project, decide to cancel the project, the Customer will remain liable for all special engineering services, project coordination charges, licensed software, computers, and the cost of any Smart Station equipment already designed or programmed as of the time of the cancellation, without regard to whether that equipment was already shipped or delivered.CHANGE ORDERS:No changes to this SOW that result in additional charges will be implemented without an approved writtenChange Order executed by both parties. WESTNET TO PROVIDE:1. The Deliverables as listed in Exhibit C.2. Installation of the Deliverables, which includes installation and testing of the new station cabling.3. Participation in on-site acceptance testing as listed in Exhibit E.
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4. A Westnet Representative at the conclusion of the installation to certify the installation and provideoperator training. Operating training will take place during a single mobilization at the conclusion ofstation installation and consist of one (1) class per fire station.5. Project management and coordination with Customer technical staff on system configuration.6. A one (1) year warranty per Exhibit B. The warranty and technical support period commence uponcompletion of the Acceptance Testing Plan.7. As-built drawings depicting the Westnet equipment in the fire station(s).CUSTOMER TO PROVIDE:1. Complete and return to Westnet all RFI documents and provide written approval of a completed VoiceTrack Configuration Sheet thirty (30) days prior to scheduled equipment shipment. Project completionis dependent upon the timely receipt of completed ZIRDs (Zone, Incident, Response, and District levelannouncements) and Pre-Alert Tones.2. Prior to Westnet mobilization, a Westnet-approved VPN or IP connection for remote systemadjustments, maintenance, troubleshooting and updates shall be verified at each station whereinstallation is to be completed. Additional IP addresses will be required for the following:It is estimated that the System will need one (1) additional IP address for maintenancepurposes.One additional IP address will be required for each station’s Master Control Unit (MCU).Additional IP addresses will be required if the station has Alerting and/or Mapping Endpoints.3. The Customer’s IT Dispatch personnel will need to work with Westnet to identify the ports that needto be opened to communicate with the MCU.4. This quote provides a redundant and synchronized server, as well as redundant RIC configuration,for a seamless transfer of dispatch alerting operations in the event any portion of the primarydispatch system is down or unavailable. Our servers come with the express version of SQL and ifthe customer wants to have the synchronized server database Customer will need to provide theSQL license (https://www.microsoft.com/en-us/sql-server/sql-server-2022-pricing.)5. Removal or disposal of any existing equipment.6. Rough-in of boxes and any conduit required by the electrical code or Customer.7. Confirmation that all rough-in is complete prior to scheduling installation of the System.8. Existing amplifier or speaker troubleshooting, repair or replacement.9. Any interfaces in Dispatch (i.e. CAD or radio console) or licenses to other dispatcher centers.10. Locked storage for the equipment. The Customer will bear the risk of loss on the equipment once ithas been delivered to the Customer or has been permanently affixed to the fire station.11. All antivirus and operating system updates for any Dispatch or station computers supplied for or usedin this project. The Customer will need to schedule the updates with Westnet in order to minimizesystem interruption.12. Provide a minimum of five (5) business day notice to the Westnet Project Manager or Westnet’sInstallation Company should the Customer need to postpone the scheduled installation or any project-related visits. Remobilization charges may apply if the Customer has not provided all items listed inthis Statement of Work prior to the scheduled installation and if Westnet is unable to reasonablycontinue work at another Customer location.
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13. One (1) unused electrical wall outlet for each UPS, Appliance and Systems Interface Unit, flat paneldisplay, Server, and Messenger. Westnet highly recommends using wall outlets that are part of thegenerator back-up supplied power system.14. All wiring to and from the Control Remote. Westnet installation does not include any wiring for devicesconnected to the Control Remote.15. Adequate space to install the System. If the Customer desires the System to be installed in a rack, aFirst-In Rack Mount Kit and other accessories will be required. The Master Control Unit (MCU), PowerModule and UPS must not be more than six (6) feet from the fire station radio(s), the network switchand a 110-volt outlet.16. Provide the radio equipment necessary for integration. The installed radio equipment includes, but isnot limited to, a properly operating radio, installed outside antenna and feedline, and a lightningarrestor with a five-ohm earth ground circuit connected to the radio antenna lightning suppressingcircuit. The radio must produce an acceptable level of signaling, as well as an acceptable level ofDispatch voice audio. An acceptable level of signaling shall be a fixed line level output of 500 millivoltspeak-to-peak of Dispatch audio and alerting data (e.g. DTMF, P25, Digital, 2-tone sequential, etc.).17. Access for Westnet to install, at its discretion, a Westnet-owned Performance Monitoring Computerin Dispatch. The computer is used to administer technical support and maintenance services. Thecomputer will be returned to Westnet at the conclusion of the warranty and/or maintenance period.18. If permits are required, the Customer will provide electronic drawings of the station. These drawingsmust be capable of being edited and used for the permit process. Unless otherwise listed as aDeliverable, a separate fee will be assessed for permit fees and related time and expenses.19. The supply or install of any conduit work, power receptacles, shunt trip circuit breakers, coils for thekitchen appliances, gas solenoid, power contactors, any wiring in excess of 24-volts, bond fees, orany other work and/or materials not specifically included or listed herein20. A Client provided analog paging port to the station’s phone switch which will interface with theTelephone Interface Module to provide in-house/intercom paging over the newly installed Systemspeakers. If the station has VoIP telephone system, the Client shall provide an analog telephoneadapter (ATA) that will include Caller Party Control and assign an extension for in-house paging.21. The Appliance and Systems Interface Unit (SS-SAIU-10) will only control a gas solenoid valve rated1.51 amps 24V AC. The Westnet tested and accepted natural gas valve is the ASCO Red HatNormally Closed gas valve.Normally closed means that the valve will flow gas when the 24VAC power is applied to the gas valvecontrol coil. When the fire station is in an alerted mode, the SS-SAIU-10 removes the 24 VAC powerfrom the gas control coil and the gas valve closes shutting off the flow of natural gas to the appliances.The SS-SAIU-10 requires a 120V receptacle located in accessible area and is to be installed by alicensed electrician. The approved ASCO Red Hat valves are as follows: 8215B060, 8215B050or 8215G030. This valve must be furnished and installed by others. They are not to be mountedoutside as they are not rated as weatherproof. The solenoid must be installed in a ventilated area andby a licensed plumber. Each additional electrical appliance(s) and/or fixture(s), to be controlled by theSS-SAIU-10, requires a Client provided, 50 Amp (Minimum), 600V, 24VAC Coil, continuous-dutycontactor to be installed by a licensed electrician. The SS-SAIU-10 must be installed on adedicated circuit (supplied and installed by others).Appliances utilizing the SS-SAIU-10 must utilize an electric pilot ignitor. If the stove has anautomatic ignitor, Westnet recommends having an electrician install a power contactor (relay) in theAC power line to the stove as well as the gas valve. The Appliance Controller would then control two SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 5 outputs, one for the gas and the second output to control the stove’s AC power. The relay for the AC power should have a coil control voltage rating of 24 V AC.22.Provide Westnet with any other support to ensure successful installation and integration of the alertingSystems.DEPENDENCIES AND ASSUMPTIONS: 1. The Customer will obtain any required installation approval of the Historical Society or other agencieshaving jurisdiction over installing/relocating equipment in the Fire Stations. The Customer agrees topay the permit fees if any.2. The number of contact closures in a Control Remote will not exceed eight (8). Stations requiring morezones or contact closures will require an additional Control Remote. There is no physical limit to thenumber of Control Remotes that can be installed in a station. Westnet will not do any high-voltagewiring. Customer3. Alerting Equipment Tone, Voice or Programming Changes: Any changes in the wording or tones ofthe voice announcements or reprogramming to any units once the Customer had signed the SystemConfiguration Form may be billable to the Customer.4. If during the installation process, Westnet suspects or encounters asbestos or other hazards, Westnetwill inform the Customer. Westnet will use best efforts to utilize alternate installation methods but willnot drill any holes or disturb the asbestos in the related area. Westnet shall have no liability to theCustomer, its employees or to any other persons for any asbestos related claims, including, withoutlimitation, removal or cleanup costs, loss of use, lost profits or personal injury or property damages.5. Westnet will use best efforts to conceal all wiring. However, due to station construction or other installationlimitations (i.e. the possibility of asbestos, inaccessibility), certain cables and raceway may need to besurface-mounted or devices relocated to a more practical location. Westnet understands that the term“optimal” is subjective. Although Westnet will attempt to place the equipment in the Customer’s desiredlocations, Westnet reserves the right to place the equipment in the safest and most beneficial location forsystem performance6. Any issue affecting the installation such as corrections or repairs, discrepancies among Customerpersonnel regarding the placement, mounting methods or other installation matters, must be resolvedwithin twenty-four (24) hours while Westnet personnel is on-site. If such resolution does not occur,Westnet may bill the Customer and Customer agrees to pay for any standby time until suchdiscrepancy is resolved.EXCLUSIONS: Unless specifically stated otherwise, the following items are excluded from the goods and services to be provided by Westnet: 1. Any equipment not listed in the Contract Deliverables Schedule (Exhibit C), including, but not limitedto, access doors and hatches.2. Spare/loaner equipment unless an on-site warranty is purchased.3. Westnet does not warranty equipment provided under this Statement of Work should a party otherthan Westnet or Westnet’s installation subcontractor or Westnet trained installer install or integrateany non-Westnet equipment into the alerting or dispatch systems. An exception to this is the CADinterface and Customer’s radio system.4. Westnet and/or any Westnet-supplied equipment will not make a recommendation as to whichapparatus or personnel assigned to an emergency call. Rather, Dispatch personnel, the CAD and/orany other Customer mechanism are responsible for equipment and personnel assignment.
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5. The Customer will be notified of any non-functioning Customer equipment. Westnet's proposal doesnot include repair or replacement of any Customer-owned systems. If a station’s public address,lighting, or any other existing systems to be tied into the alerting system are not functioning properly,the Customer will need to repair those items.6. Westnet's pricing does not include any new circuits, breakers or upgrades to the electrical system orwiring to the emergency panel or generator.7. Aesthetic restoration of installation areas (e.g. color/texture matching), of ceilings, walls, or conduitruns, beyond what Westnet determines is commercially viable.8. Taxes and Permit Fees: Unless specifically included in Exhibit C, the Contract Price excludes federal,state, or local sales, use, or other taxes (other than federal, state, and local taxes based on Westnet'sincome or net worth), all of which will be paid by Customer except as exempt by law. Any increasesin any tax rate as listed in the Contract shall be reimbursed by the Customer.9. The Customer agrees to pay or reimburse Westnet plus overhead for all permit fees, fees by others,time expended in drafting and submittal of permits, and related expenses unless specifically listed andat the amount in Exhibit C. If permits are required, Customer agrees to pay for permit fees (plusoverhead or carrying costs), permitting costs, permit expediting fees, as well as additional projectmanagement fees.In witness whereof, the parties hereby agree to this Statement of Work on the dates set forth below.
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 7 INSTALLATION VERIFICATION FORM*The signature below serves as verification that the Fire Station Alerting Equipment enumerated in Exhibit C, plus or minus the following mutually agreed upon changes, has been installed in a commercially reasonable manner and functions properly in the System Test Mode. Any punch-list items will be resolved prior to final System Acceptance. A check in this box means that no equipment changes were made, and that the only equipment installedat the Fire Station is that which is listed in Exhibit C. A check in this box means the following mutually agreed upon changes have been installed.1. __________________________ 6. __________________________2. __________________________ 7. __________________________3. __________________________ 8. __________________________4. __________________________ 9. __________________________5. __________________________ 10. _____________________________________________________________ _________________Customer Representative Date ____________________________________Printed Name & Title*Print and execute one copy of this form for each station.
EXHIBIT A
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 8 EXHIBIT BWESTNET, LLC. STANDARD LIMITED WARRANTYWestnet, LLC. (“Westnet’) is providing its Standard Limited Warranty (“Limited Warranty”) covering the First-In™ products, parts, components, software and systems purchased by Customer (collectively, the “Product”). If Westnet, or an authorized Westnet subcontractor performs the installation, such installation service will be deemed to be part of the Product for purposes of this Limited Warranty.Warranty Commencement Date: When Westnet, or an authorized Westnet subcontractor, installs the Product, this Warranty shall commence upon the (1) first beneficial use of the Product by Customer, or (2) when installation is complete, whichever occurs first. In all other instances, this warranty commences upon delivery. This Limited Warranty is not extended if Westnet repairs or replaces the Product. Scope of Warranty: Westnet warrants exclusively to Customer that the Product will be free from defects in material and workmanship for a period of one (1) year from the Warranty Commencement Date. Westnet will perform all warranty work at its service location only, unless Westnet agrees, in its sole discretion, to perform at Customer’s location. Customer's exclusive remedy for any breach of this Limited Warranty will be either (1) the repair or replacement, at Westnet's option, of the non-conforming Product, or (2) at Westnet’s sole discretion, reimburse Customer the purchase price paid by Customer for the Product, provided Customer has returned the Product to Westnet. Repairs may be made with either new or reconditioned components and will be shipped to Customer at the expense of Westnet. Any replaced Product becomes the property of Westnet. Limitations/Exclusions: This Limited Warranty applies only if Westnet confirms that the alleged defect or non-conformance exists and was not caused by Customer’s or any third person’s misuse, negligence, improper installation or testing, or unauthorized attempts to open, repair or modify the Product, or by accident, fire, water, lightning, power cuts or outages, power or telephone line transients, viruses, other hazards, or acts of God, or by any other cause beyond the range of intended use in accordance with the Product's normal usage and Westnet’s published instructions. This Limited Warranty does not cover the following: (1) Any parts and cabling used in the installation of a Product unless Westnet or an authorized Westnet subcontractor (and not Customer or a third party installation company) performs the complete installation, (2) Physical damage to the surface of the Product after its delivery to Customer, including cracks or scratches on the LCD or outside casing, (3) When the malfunction results from the use of this Product in conjunction with other products, or ancillary or peripheral equipment, and Westnet determines there is no fault with the Product itself, (4) Any defect or malfunction of the Product due to any communications software or device Customer may use with the Product, (5) Any damages to or defects in the delivered Products that are observable in a reasonable visual inspection unlessa Claim is made in writing to Westnet within thirty (30) days after the date of delivery. This Limited Warranty does not cover loss or damage of any kind resulting from any delay in delivery.EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND WESTNET'S STATUTORY WARRANTY OF GOOD TITLE, WESTNET MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCT COVERED HEREBY, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, OR (SUBJECT TO THE INFRINGEMENT PARAGRAPH SET FORTH HEREIN) NONINFRINGEMENT OF PATENTS OR OTHER PROPRIETARY RIGHTS. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT SPECIFICALLY STATED HEREIN. WESTNET NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE PRODUCTS.Warranty Claims: In order to make a Claim under this Limited Warranty, Customer must first notify Westnet in writing not more than one (1) year after the Warranty Commencement Date. Notice must be sent to: Westnet, Attention Warranty Department, 15542 Chemical Lane, Huntington Beach, California 92649 SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 9 or can be faxed to (714) 901-5610. Inquiries regarding this Limited Warranty can also be directed by phone to (714) 548-3500.Upon receipt of written notice, Westnet will first, at its option and expense, inspect the Product in its installed location. Unless otherwise waived by Westnet in writing, Customer must return the alleged non-conforming Product to Westnet’s designated service center. Customer shall be responsible for all expenses associated with the transportation to/from Westnet’s designated service center. Westnet shall not be liable for any damage incurred in the transportation of Product to/from Westnet’s designated service center. LIMITATION OF LIABILITY: IN NO EVENT SHALL WESTNET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL) COST OF CAPITOL OR COST OF COVER ARISING OUT OF OR RELATING TO CUSTOMER’S SELECTION, ORDERING, DELIVERY, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCT, EVEN IF WESTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.AGGREGATE LIABILITY: TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WESTNET, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE PRODUCT, EXCEED THE PURCHASE PRICE OF THE PRODUCT. IT IS INTENDED THAT THIS LIMITATION WILL APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION, EXCEPT FOR THAT PROVIDED FOR IN THE INFRINGEMENT PARAGRAPH SET FORTH HEREIN,HOWEVER ALLEGED OR ARISING.INFRINGEMENT.Westnet agrees to defend Customer and to pay (1) any damages award issued by a court of competent jurisdiction against Customer, and (2) direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of Customer) as a result of any action brought against Customer, if and to the extent the action is based on a valid claim that any Product purchased by Customer under this Agreement infringes another person's U.S. patent, copyright, trade secret or trademark. Westnet will not have liability for, and Customer will defend Westnet against, and pay any damages awarded against Westnet and direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of Westnet) to the extent the claimed infringement is based on or results in any material part from (a) any use of the Product other than in accordance with Westnet’s published instructions, (b) any unauthorized modification or alteration of the Product, (c) any combination or use of the Product with any other product or system or technologies not supplied by Westnet; (d) Westnet's compliance with Customer's design or specifications, or (d) any refusal toaccept or use suitable modified or replacement Products provided by Westnet to avoid infringement. Westnet's obligations under this paragraph will be conditioned upon Customer promptly notifying Westnet in writing of the existence of any such claim, giving Westnet full authority to conduct the defense and settlement of the claim, at Westnet's expense and with counsel of Westnet's selection, and cooperating fully with Westnet and such counsel. This Limited Warranty will be governed by the laws of the State of California, U.S.A., excluding their conflicts of laws principles. The United Nations Convention of Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Limited Warranty.
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 10 EXHIBIT C CONTRACT PRICE AND DELIVERABLES(See separtely attached Quote #Q-09502-T9D1 Rev 1) SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 11 EXHIBIT DSummary of Project CostsDescriptionTotal Project City of Riverside Fire Department MCU Upgrade $ 125,550.51PROJECT MILESTONEEXHIBITPROJECT COST %INVOICE AMOUNT1 Preproduction/Contract Signature N/A 30% $37,665.152 Due Upon Delivery N/A30%$37,665.153 Due Upon InstallationExhibit A30% $37,665.154 Due Upon Final Acceptance Exhibit F10%$12,555.06Total: $ 125,550.51If payment is not received within sixty (60) days from the date of invoice, a late fee of one and a half percent (1.5%) per month of the unpaid balance will be charged and immediately due.
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 12 EXHIBIT EACCEPTANCE TEST PLAN OBJECTIVE: The purpose of completing this Acceptance Test Plan is to achieve “System Acceptance” by demonstrating to the Customer that the installed fire station alerting system (“System”) equipment is operational and properly performs the function specified herein. Upon successful execution of this ATP, the System will have achieved “System Acceptance”. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance, but will be corrected according to a mutually agreed upon schedule. In the event that a part of the System does not pass the ATP, the System will be re-tested when Westnet determines that a corrective action has been taken to ensure proper operation. Final System Acceptance will occur after System Acceptance and when all deliverables and other work have been completed. When Final System Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the Final System Acceptance Certificate.SCOPE:The scope of this ATP is limited to the System supplied by Westnet, LLC. It does not include any other equipment or systems upon which the alerting system, once in use, relies for proper activation and function (i.e. the Customer’s CAD, radio, network and/or electrical systems). The failure or unavailability of these other systems during the ATP shall not affect the outcome of this ATP, nor shall it affect the System Acceptance and subsequent Final System Acceptance of the System. TEST SCHEDULE: Westnet and the Customer will conduct the ATP at a mutually agreed-upon time and date once Westnet informs the Customer that the System is ready for acceptance testing. FIRE STATION METHODOLOGY:The ATP will test devices that, operationally, are activated by Dispatch, as well as devices that are not activated by Dispatch, but rather the fire station crew. 1. Data / Network Activation Operation - This section tests/simulates a test of a network-based alert ofthe station from Dispatch. Data sequences assigned to the fire station zones shall be applied to theEthernet port of the Master Control Unit using the Alerting Platform or a computer equipped with theFirst-In API. The alerting response from the alerting system shall announce the specific unit(s)associated with the alerted and audio distribution shall activate all areas associated with the zonealerted. Once the zone is activated, the pre-announcement will announce the units alerted, nature ofthe call, and other preannouncement information detailed in the ZIR signoff sheet. After thepreannouncement is complete, the dispatch audio will be heard throughout the station speakers.2. Radio Activation Operation – This section tests a radio-activated alert of the station from Dispatch,more specifically the Radio Interface Controller (RIC)'s activation of a station's Master Control Unit(MCU). This test will utilize First-In RIC’s alert signaling on the Customer’s radio systemA. Test of All-Call. This test will activate the "All-Call" zone in every station. Successfulperformance of this test requires All-Call activation from the Alerting Platform UserApplication, as well as All-Call activation from the manual RIC keypad. Once the zone isactivated, the pre-announcement will announce the All-Call message and the dispatch audiois heard throughout the station speakers.
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SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 13 B. Test of Specific Zones in a Designated Station. This test will activate a specific zone (i.e.Engine) in a Designated Station. Step 1 of this test requires the proper station to be activatedboth from the Alerting Platform User Application, as well as the manual RIC keypad. Step 2of this test requires that the specific zone selected be activated. Once the zone is activated,the pre-announcement will announce unit(s) assigned to the call and the dispatch audio isheard throughout the station speakers.3. Turnout Timer Operation - This section tests the activation of the Turnout Timer(s). Upon activationof the Master Control Unit, the Timer(s) will begin to count up on a per-second basis. The Timer(s)will continue to count up and will automatically shut down when the Master Control Unit send theshutdown command to the station.4. Automatic Backup Alerting - This section tests the automatic failover from the IP system to the RICfor a radio based alert. The RIC shall automatically be activated from the First-In Alerting Platform(FiAP) as soon as the FiAP detects that the primary alert was not successful. Without any actionrequired on the part of the dispatcher, the RIC will send the alert to the proper station and unitsassigned to the call.5. Manual Backup Alerting - Using the manual keypad of the RIC, the Customer selects the station andunits to activate in the selected fire station. The station MCU activates the appropriate station andunit(s).____________________________________ _________________Customer Representative Date ____________________________________Printed Name & Title PassN/AFail
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SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 14 EXHIBIT FFINAL SYSTEM ACCEPTANCE CERTIFICATEThe signature below serves as verification that the System has passed Acceptance Test Plan and that all deliverables and work have been completed. ____________________________________ _________________Customer Representative Date ____________________________________Printed Name & Title SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 15 EXHIBIT G MAINTENANCE AND SUPPORTSTATEMENT OF WORK1. SCOPE OF SERVICESWestnet will provide comprehensive turnkey maintenance and support services for the installed First-In Fire Station Alerting System, ensuring all components are operating at peak performance in accordance with factory specifications in effect at the time the equipment was purchased. The Services to be provided under this agreement include the following:One year, 24/7 toll-free technical supportRepair and/or replacement of malfunctioning units (except UPS)Spare equipment delivered the next business day (and Saturdays where available)Remote diagnostic analysis and uploads, standard release software upgrades2. RESPONSE TIMESResponse times shall be determined in accordance with the Priority Level and Descriptions set forth in the following table where applicable. The response time shall commence from the time the Customer requests service or notifies Westnet of problems with the System by contacting Westnet’s Call Center (“Notification”). Issue resolution may include phone support, VPN remote access, or on-site service (for issues not resolved via phone support or remote access). On-site times are calculated by after remote attempts to correct the issue are deemed unsuccessful or unavailable by Westnet. Lack of or unavailability of a Customer-supplied VPN connection to any station or the dispatch center shall be considered the Customer’s waiver of any response time obligation for that particular issue. Westnet Technical Support: (800) 807-1700Office Hours: 8:00 – 5:00 PST, Monday – FridayPriority LevelsHours / DaysDescription1 24/7/365 Including Holidays3-6 HourResponseThis priority level represents a significant issue that results in the inability to use the dispatching and/or alerting systems.Any reported trouble with Westnet-supplied Dispatch (System) ProjectEquipment.Station reports that it is not receiving any form of an alert or there is no audioin any areas of the fire station.Other failures that render the fire station MCU and more than five audiotransmitting devices unusable.2 8:00 – 5:00 PST, Monday – Friday2-Business-Day ResponseThis priority level represents a moderate issue that restricts normal use of the dispatching and/or alerting systems.Any non-essential Dispatch Project or Fire Station device reported inoperable.Reports of receiving other stations’ or companies’ alerts.Requests to increase fire station volume levels within fire department-approved parameters.
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 16 3 8:00 – 5:00 PST, Monday – Friday3-Business-Day ResponseThis priority level represents minor or non-emergency issues that do not restrict normal use of the dispatching and/or station alerting systems.Requests to decrease volume levels within fire department-approvedParameters.Add additional equipment, request programming, or voice-chip changesRequests for additional training.Other non mission-critical matters in the dispatch centers or fire stations.3.WESTNET’S RESPONSIBILITIESWestnet shall:A. Provide Westnet-owned spare equipment while a System component is returned to Westnet for repairor replacement.1. Any Westnet-owned spare equipment parts provided under this Agreement are the property ofWestnet. Any damage to Westnet’s spare equipment parts is not covered under this Scope ofServices and the Customer shall pay for the repair or replacement of the spare equipment parts.2. Westnet may service replaceable parts, by way of new or remanufactured replacement parts toCustomer on an exchange basis. Upon receipt by the Customer of the replacement part, theoriginal part becomes the property of Westnet, and shall be returned by Customer to Westnet.The Customer shall pay Westnet the full retail value of the replacement part if Westnet providesnotice to the Customer to return the original part and Westnet does not receive the original partwithin thirty (30) days after replacement part installation.B. Upon request, Westnet shall provide a written quote for additional work not specifically identified in thisAgreement. Such work could include, but is not limited to, additions and installation of new equipment,relocation of existing equipment, upgrades (not part of Westnet standard releases) and enhancements,and other system related goods and services. If the Customer decides to proceed with the work, a newpurchase order will be issued exclusively for the work to be ordered.4. CUSTOMER’S RESPONSIBILITIESThe Customer shall at all times or upon request:A. Make no modifications to the System without obtaining approval from Westnet in writing.B. Notify Westnet of any problems with the System by calling the Westnet Systems Group at 1-800-807-1700 (Westnet’s call center).C. Provide and maintain an operating 24/7 VPN with IP access to the stations for the duration of theAgreement. The VPN shall allow Westnet to connect to all fire stations that are equipped with theFirst-In Fire Station Alerting (First-In) equipment. The VPN must be operating and the Customer mustallow Westnet to test the VPN prior to the commencement of this Agreement.D. Ensure that the Westnet monitor computer in the Dispatch Center (if provided) has 24/7 access to theVPN and to all Customer fire stations. The Customer will return the Westnet monitor computer toWestnet at the conclusion of this Agreement and any additional extensions.E. Provide the make and model number of the fire station radio the System is connected to for the sourceof dispatch audio. If there are any connections to this radio other than the outside antenna and thepower source, the Customer will provide a diagram showing the method of connection, connector pinsused, signals obtained from the radio and signals sent to the radio by the fire station equipment.
SOW FOR FIRST-IN ALERTING SYSTEM INSTALLATION CITY OF CITY OF RIVERSIDE FIRE DEPARTMENT, CA Page 17 F. Provide the name, 24-hour telephone number and position of responsible party that can be contactedabout each station’s radio communication, public address, CAD, and network equipment.G. Provide Westnet with either code-access to the stations or an escort that is available 24/7 and withinone (1) hour of notice of an on-site visit. If training, badges or background checks are required anytime during the term, Customer agrees to pay for such costs.H. If applicable, provide the make and model number of fire station amplifier, type of connectors used byfire alerting input, input impedance and the necessary audio level to drive station amplifier.I. Provide a description of station control circuits (e.g., lighting, door openers, gas shut-off) and thenumber of circuits to be controlled by the Control Remote.J. Ensure that the MCU at each station is at all times plugged into the Westnet supplied on-line fulltimeUPS.K. Ensure that the MCU at each station is at all times plugged into the First-In Radio Isolation Unit.Westnet will exclude from this Agreement the repair of any equipment not properly connected to theRadio Isolation Unit.L. Ensure that the radio antenna and lightning arrestor is installed, is installed per current engineeringstandards and that all lightning protection equipment is connected to a 5-ohm earth ground by a #6or larger cable not exceeding eight (8) feet in length between the 5-ohm earth ground and theprotected equipment.M. Notify Westnet prior to making any change in any equipment connected to the fire station System.
WORKERS’ COMPENSATION CERTIFICATIONI am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. DATED: __________________ Westnet, LLC By ________________________ CORPORATE CERTIFICATE STATE OF ) ) SS: COUNTY OF ) I, HEREBY, CERTIFY that during a meeting of the Board of Directors of the _________________________________________________, a corporation existing under the laws of the State of __________________, held on ________________, 20___, the following resolution was duly passed and adopted: “RESOLVED, that , as of the Corporation, be and is hereby authorized to execute the Agreement for _______________________________________________ between the City of Riverside and this corporation and that his execution thereof and with the Corporate Seal affixed, shall be the official act and deed of this Corporation.” I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporationthis , day of , 20____. ______________________________ (Seal) Secretary