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Exhibit 2 - Quotesus digital designs Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to: Denton, Texas Denton Fire Department Project: G2 Fire Station Alerting System One (1) Station System Proposal number: DTX017 Revision # 3 Quote Date: 30-Dec-2019 Quote Expires: 29-Mar-2020 INSTALLATION BY: TBD- By Others Installation not assumed or included by USDD By: Luke Eddington Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1739 direct 480-290-7892 fax leddington@usdd.com [This Proposal is subject to corrections due to Errors or Omissions] [Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) available to members of National Purchase Partners, LLC dba FireRescueGPO, dba Public Safety GPO, dba Law Enforcement GPO and dba NPPGov - Contract #VH 1164 - more information available at https://nppgov.com/contract/us-digital-designs] Denton Fire Department is a member. # M- 5724921 PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 8 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:12/30/19 Expires:3/29/20 Quote SUBMITTED TO: Denton, Texas Denton Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 1 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ 6,592.50 SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 $ 48.60 $ - SC4 Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 54.00 $ 48.60 $ - SC5 Ea TBD 2 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 1,661.40 SC6 Ea TBD 2 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 102.60 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea Atlas 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea Atlas 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 $ 652.50 $ - SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability)TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea USDD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,377.57 $ 1,239.81 $ - SP3c Ea USDD 0 Flat Panel / TV Mount- Universal 23"-46" Tilt FPM-U $ 107.86 $ 97.07 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 $ 1,147.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 2 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 198.00 SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module (2017 Version 2)MR2 $ 1,275.00 $ 1,147.50 $ 1,147.50 SP9a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP9b Ea USDD 20 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 18,900.00 DTX017 v3 STATION-LEVEL STATION 03 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.DTX.FS3.FSA.2019.07.02 STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 2 of 8 SP9c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9d Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G- S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 38.00 $ 34.20 $ - SP9e Ea USDD 4 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 49.00 $ 44.10 $ 176.40 SP9f Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 73.00 $ 65.70 $ - SP11 Ea USDD 4 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 1,033.20 SP12a Ea USDD 11 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.50 $ 20,047.50 SP12c Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 $ 41.40 $ - SP12d Ea USDD 3 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ 472.50 SP15 Ea USDD 12 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 3,510.00 SP16 Ea USDD 1 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ 292.50 SP17a Ea USDD 1 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $ 815.00 $ 733.50 $ 733.50 SP17b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 13.00 $ 11.70 $ - SP17c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS-DCB $ 48.00 $ 43.20 $ - SP17d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 42.00 $ 37.80 $ - SP18a Ea Bogn 23 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 $ 76.50 $ 1,759.50 SP18b Ea Bogn 2 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 85.00 $ 76.50 $ 153.00 SP19 Ea Bogn 7 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 310.00 $ 279.00 $ 1,953.00 SP20 Ea TIC 3 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ 143.10 SP21 Ea USDD 2 G2 Strobe Light / Red LED STR $ 550.00 $ 495.00 $ 990.00 SP22 Ea USDD 0 Miscellaneous MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 0 Station Installation (Installation is not assumed or inlcuded by USDD)ST-INST $ - SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,203.58 $ 1,983.22 $ 1,983.22 SS4 Ea USDD 1 Station Project Management ST-PM $ 939.37 $ 845.43 $ 845.43 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 564.20 $ 507.78 $ 507.78 SS6 Ea USDD 1 Station Documentation ST-DM $ 56.39 $ 50.75 $ 50.75 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,025.00 $ 3,622.50 $ - STATION SYSTEM SERVICES PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 3 of 8 SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 600.00 $ 540.00 $ - SS8a Ea USDD 1 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 5,325.00 $ 4,792.50 $ 4,792.50 SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 4 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 2,725.00 $ 2,452.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.0 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 8,229.24 $ 7,406.32 7406.316 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 8,229.24 $ 7,406.32 $ - 90,472.08$ 2,359.00$ -$ 1,809.44$ 94,640.52$ Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and suport includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT STATION 03 System: Shipping: Warranty & Support: STATION SUBTOTAL: Warranty & Support Notes: Texas Cost-Recovery Fee Station System Installation Notes: 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. See Section Totals Page for Explanaition of the Texas Cost-Recovery Fee This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 4 of 8 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect PROPRIETARY and CONFIDENTIAL STATION 03 SYSTEM Page 5 of 8 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:12/30/19 Expires:3/29/20 Quote SUBMITTED TO: Denton, Texas Denton Fire Department REF PROPOSAL 94,640.52$ 92,831.08$ -$ 1,809.44$ Notes: US Digital Designs System Total 94,640.52$ Includes:STATION 03 SYSTEM: STATION 03 WARRANTY & SUPPORT: Section Totals STATION-LEVEL SUBTOTAL DTX017 v3 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] STATION 03 MISC.: The Texas Cost-Recovery Fee is a fee charged by USDD to offset amounts incurred by USDD to calculate, file and pay franchise taxes charged by the State of Texas for doing business within the state. The recovery fee is NOT a tax that is required to be paid by the customer and collected by USDD. More information from the Texas State Comptrollers Office on this here https://star.comptroller.texas.gov/view/201008851l This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement One (1) Station System currently included in this proposal, with installation not assumed or included in this proposal. PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8 STANDARD TERMS AND CONDITIONS OF SALE (Contract Sales) 1.REMITTANCES All invoices shall be due and payable upon receipt in United States currency,free of exchange,or any other charges,or as otherwise agreed in writing by US Digital Designs, Inc. (hereinafter called “USDD”). 2.PROPOSALS This proposal expires 30 days after its date. Prices are subject to correction for error. 3.PROGRESS PAYMENTS USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due NET 30 upon receipt by Customer.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall be entitled to interest at the annual rate of 18%,and also to avail itself of any other legal remedies.Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder. 4.CANCELLATION AND SUSPENSION Any order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress and all inventoried or ordered project parts and materials,and all other costs incurred by USDD related to the contract. 5.TAXES All taxes of any kind levied by any federal,state,municipal or other governmental authority,which tax USDD is required to collect or pay with respect to the production,sale,or delivery of products sold to Customer shall be the responsibility of Customer.Customer agrees to pay all such taxes and further agrees to reimburse USDD for any such payments made by USDD. 6.LOSS,DAMAGE OR DELAY USDD shall not be liable for any loss,damage,or delay occasioned by any causes beyond USDD’s control, including,but not limited to,governmental actions or orders,embargoes,strikes,differences with workmen,fires,floods,accidents,or transportation delays. IN NO EVENT SHALL USDD BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES. 7. 7.1 PRODUCT DEFECTS.If a product is defective and a valid claim is made within the Warranty Period,at its option,USDD will either (1) repair the defective product at no charge,using new parts or parts equivalent to new in performance and reliability or (2)exchange the product with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original product.Any replacement product or part,including a user-installable part that has been installed in accordance with instructions provided by USDD,shall remain under warranty during the Warranty Period or for 90 days from the date of repair,whichever is later.When a product or part is exchanged,any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD.Customer shall be responsible for and bear all risks and costs of shipping any products to USDD for repair.USDD shall be responsible for and bear all risks and costs of returning any product to Customer after repair or replacement.Replacement products will be returned to Customer configured as it was when the product was originally purchased, subject to applicable updates. 7.2 CLAIMS.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at http://stationalerting.com/home/about-usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 7.3 EXCLUSIONS AND LIMITATIONS.USDD does not warrant that the operation of is product or any related peripherals will be uninterrupted or error-free.USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the product’s use.This Warranty does not apply to any Hardware or Software (as defined below)not used for its intended purpose.This Warranty does not apply to monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty,if any.Recovery and reinstallation of Hardware and user data (including passwords)are not covered under this Warranty.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by use with non-USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e) to damage caused by operating the product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g)to a product or part that has been modified to alter functionality or capability without the written permission of USDD; or (h) if any serial number has been removed or defaced. WARRANTY:USDD warrants and guarantees its products for 12 months from the day of shipment to Customer (the “Warranty Period”), subject to the terms and limitations set forth herein.The Customer’s rights and remedies with respect to a product found to be defective in material or workmanship shall be limited exclusively to the rights and remedies set forth herein.Any misuse,unauthorized modification, improper installation,excessive shock,attempted repair,accident,or improper or negligent use,storage,transportation,or handling by any party other than USDD shall render this warranty null,void and of no further effect.USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 7 of 8 TO THE EXTENT PERMITTED BY LAW,THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS PERMITTED BY APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING,WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion.No reseller,agent,or employee is authorized to make any modification,extension,or addition to this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;LOSS OF REPUTATION;and LOSS OF,DAMAGE TO OR CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.USDD disclaims any representation that it will be able to repair any product under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon. 8.SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post warranty service agreement or maintanence program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith. 9.INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice, trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License, as set forth below. 9.1 LICENSE:At all times that Customer is in compliance with the terms of this Agreement and all other agreements between the parties, Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Hardware provided by USDD and only in conjunction with Customer’s fire station alerting system pursuant to the terms of this Agreement. 9.2 DEFINITIONS: For purposes of this Section the following terms shall have the following definitions: 9.2.1 “Intellectual Property "means any and all rights of USDD related to USDD’s Product existing from time to time under patent law, copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide; 9.2.2 “USDD’s Product”means any and all Hardware and Software provided to Customer by USDD under this Agreement or any other contract, purchase order, or arrangement; 9.2.3 “Hardware”means a physically tangible electro-mechanical system or sub-system and associated documentation but specifically excludes any televisions or monitors manufactured by a third party; and 9.2.4 “Software”means software programs,including embedded software,firmware,executable code,linkable object code,and source code, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this Agreement. 10.GOVERNING LAW Any contract resulting from this proposal shall be governed by,construed,and enforced in accordance with the laws of the State of Arizona. 11.ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that the terms and conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.No waiver,alteration,or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. 12.SHIPPING/DELIVERY:Unless specifically detailed as otherwise in this proposal,all shipping and delivery costs (even thouse detailed per- system) relate to single combined shipment to a single point of delivery. If requested otherwise then costs and terms subject to change. 13.CREDIT CARDS:All USDD quotes are developed for the customer with the understanding the eventual purchase would be facilitated using standard Purchase Order and Invoice process.If customer would rather use a Credit Card for purchase then said order would be subject to a 4% credit card processing charge. 14.USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number.USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup.USDD cannnot warrant nor support any system not installed by G2 Trained &Certified Installation technician (installer).If customer intends to tie this system into any 3rd-party system or devices,USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. 15.THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 8 of 8 us digital designs Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to: City of Denton, Texas Denton Fire Department Project: G2 Fire Station Alerting System 1 Station System Proposal number: DTX018 Revision # 2 Quote Date: 23-Jan-2020 Quote Expires: 22-Apr-2020 INSTALLATION BY: Installation is not assumed or included by USDD Customer to go direct with G2 Trained and Certified installer By: Luke Eddington Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1730 direct 480-290-7892 fax leddington@usdd.com [This Proposal is subject to corrections due to Errors or Omissions] [Pricing Protected per Public Procurement Authority (PPA), Master Price Agreement (MPA) available to members of National Purchase Partners, LLC dba FireRescueGPO, dba Public Safety GPO, dba Law Enforcement GPO and dba NPPGov - Contract #VH 1164 - more information available at https://nppgov.com/contract/us-digital-designs] Denton Fire Department is Already Member # M-5724921 PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 8 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:1/23/20 Expires:4/22/20 Quote SUBMITTED TO: City of Denton, Texas Denton Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 0 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ - SL2 Ea/Yr USDD 0 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 0 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ - SC2 Kit USDD 1 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ 6,592.50 SC3 Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 $ 48.60 $ - SC4 Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 54.00 $ 48.60 $ - SC5 Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 SC6 Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 $ 51.30 $ 51.30 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 $ 59.40 $ 59.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 $ 652.50 $ - SP3a Ea USDD 5 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability)TVR $ 975.00 $ 877.50 $ 4,387.50 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,377.57 $ 1,239.81 $ - SP3c Ea TBD 0 Flat Panel / TV Mount- Universal 23"-46" Tilt FPM-U $ 107.86 $ 97.07 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 $ 1,147.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 2 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 198.00 SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module (2017 Version 2)MR2 $ 1,275.00 $ 1,147.50 $ 1,147.50 SP9a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP9b Ea USDD 9 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 8,505.00 DTX018 v2 STATION-LEVEL STATION 08 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.DTX.FS8.FSA.2019.07.19 STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 2 of 8 SP9c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9d Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G- S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 38.00 $ 34.20 $ - SP9e Ea USDD 2 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 49.00 $ 44.10 $ 88.20 SP9f Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 73.00 $ 65.70 $ - SP11 Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 $ 258.30 $ 516.60 SP12a Ea USDD 7 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 $ 1,822.50 $ 12,757.50 SP12c Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 $ 41.40 $ - SP12d Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ - SP15 Ea USDD 4 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 1,170.00 SP16 Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ - SP17a Ea USDD 1 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $ 815.00 $ 733.50 $ 733.50 SP17b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 13.00 $ 11.70 $ - SP17c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS-DCB $ 48.00 $ 43.20 $ - SP17d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 42.00 $ 37.80 $ - SP18a Ea TBD 18 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 $ 76.50 $ 1,377.00 SP18b Ea TBD 0 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 85.00 $ 76.50 $ - SP19 Ea TBD 4 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 310.00 $ 279.00 $ 1,116.00 SP20 Ea TBD 1 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ 47.70 SP21 Ea USDD 2 G2 Strobe Light / Red LED STR $ 550.00 $ 495.00 $ 990.00 SP22 Ea USDD 0 Miscellaneous MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 0 Station Installation installation not assumed or included by USDD ST-INST $ - SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,308.65 $ 2,077.79 $ 2,077.79 SS4 Ea USDD 1 Station Project Management ST-PM $ 923.46 $ 831.11 $ 831.11 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 600.24 $ 540.22 $ 540.22 SS6 Ea USDD 1 Station Documentation ST-DM $ 55.41 $ 49.87 $ 49.87 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,025.00 $ 3,622.50 $ - STATION SYSTEM SERVICES PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 3 of 8 SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 600.00 $ 540.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 5,325.00 $ 4,792.50 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 4 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 2,725.00 $ 2,452.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.0 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) RS-1YR-STD $ 4,155.57 $ 3,740.01 3740.013 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 4,155.57 $ 3,740.01 $ - 45,054.69$ 1,314.00$ -$ 901.09$ 47,269.78$ STATION SUBTOTAL: STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Warranty & Support: Texas Cost Recovery Fee: Shipping: STATION 08 System: This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. See Section Totals Page for Explanation of the Texas Cost-Recovery Fee Warranty & Support Notes: Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 4 of 8 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. Station System Installation Notes: 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. PROPRIETARY and CONFIDENTIAL STATION 8 SYSTEM Page 5 of 8 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:1/23/20 Expires:4/22/20 Quote SUBMITTED TO: City of Denton, Texas Denton Fire Department REF PROPOSAL 47,269.78$ 46,368.69$ -$ 901.09$ Notes: US Digital Designs System Total 47,269.78$ The Texas Cost-Recovery Fee is a fee charged by USDD to offset amounts incurred by USDD to calculate, file and pay franchise taxes charged by the State of Texas for doing business within the state. The recovery fee is NOT a tax that is required to be paid by the customer and collected by USDD. More information from the Texas State Comptrollers Office on this here https://star.comptroller.texas.gov/view/201008851l This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. One (1) Station system is included in this quote. Installation is not assumed or included by USDD. Customer to go direct with a G2 Trained and certified installation contractor. Section Totals STATION-LEVEL SUBTOTAL DTX018 v2 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] STATION 08 MISC.: STATION 08 SYSTEM:Includes: STATION 08 WARRANTY & SUPPORT: PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8 STANDARD TERMS AND CONDITIONS OF SALE (Contract Sales) 1.REMITTANCES All invoices shall be due and payable upon receipt in United States currency,free of exchange,or any other charges,or as otherwise agreed in writing by US Digital Designs, Inc. (hereinafter called “USDD”). 2.PROPOSALS This proposal expires 30 days after its date. Prices are subject to correction for error. 3.PROGRESS PAYMENTS USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due NET 30 upon receipt by Customer.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall be entitled to interest at the annual rate of 18%,and also to avail itself of any other legal remedies.Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder. 4.CANCELLATION AND SUSPENSION Any order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress and all inventoried or ordered project parts and materials,and all other costs incurred by USDD related to the contract. 5.TAXES All taxes of any kind levied by any federal,state,municipal or other governmental authority,which tax USDD is required to collect or pay with respect to the production,sale,or delivery of products sold to Customer shall be the responsibility of Customer.Customer agrees to pay all such taxes and further agrees to reimburse USDD for any such payments made by USDD. 6.LOSS,DAMAGE OR DELAY USDD shall not be liable for any loss,damage,or delay occasioned by any causes beyond USDD’s control, including,but not limited to,governmental actions or orders,embargoes,strikes,differences with workmen,fires,floods,accidents,or transportation delays. IN NO EVENT SHALL USDD BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES. 7. 7.1 PRODUCT DEFECTS.If a product is defective and a valid claim is made within the Warranty Period,at its option,USDD will either (1) repair the defective product at no charge,using new parts or parts equivalent to new in performance and reliability or (2)exchange the product with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original product.Any replacement product or part,including a user-installable part that has been installed in accordance with instructions provided by USDD,shall remain under warranty during the Warranty Period or for 90 days from the date of repair,whichever is later.When a product or part is exchanged,any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD.Customer shall be responsible for and bear all risks and costs of shipping any products to USDD for repair.USDD shall be responsible for and bear all risks and costs of returning any product to Customer after repair or replacement.Replacement products will be returned to Customer configured as it was when the product was originally purchased, subject to applicable updates. 7.2 CLAIMS.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at http://stationalerting.com/home/about-usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 7.3 EXCLUSIONS AND LIMITATIONS.USDD does not warrant that the operation of is product or any related peripherals will be uninterrupted or error-free.USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the product’s use.This Warranty does not apply to any Hardware or Software (as defined below)not used for its intended purpose.This Warranty does not apply to monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty,if any.Recovery and reinstallation of Hardware and user data (including passwords)are not covered under this Warranty.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by use with non-USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e) to damage caused by operating the product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g)to a product or part that has been modified to alter functionality or capability without the written permission of USDD; or (h) if any serial number has been removed or defaced. WARRANTY:USDD warrants and guarantees its products for 12 months from the day of shipment to Customer (the “Warranty Period”), subject to the terms and limitations set forth herein.The Customer’s rights and remedies with respect to a product found to be defective in material or workmanship shall be limited exclusively to the rights and remedies set forth herein.Any misuse,unauthorized modification, improper installation,excessive shock,attempted repair,accident,or improper or negligent use,storage,transportation,or handling by any party other than USDD shall render this warranty null,void and of no further effect.USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 7 of 8 TO THE EXTENT PERMITTED BY LAW,THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS PERMITTED BY APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING,WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties then to the extent permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion.No reseller,agent,or employee is authorized to make any modification,extension,or addition to this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;LOSS OF REPUTATION;and LOSS OF,DAMAGE TO OR CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.USDD disclaims any representation that it will be able to repair any product under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon. 8.SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post warranty service agreement or maintanence program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith. 9.INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice, trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License, as set forth below. 9.1 LICENSE:At all times that Customer is in compliance with the terms of this Agreement and all other agreements between the parties, Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Hardware provided by USDD and only in conjunction with Customer’s fire station alerting system pursuant to the terms of this Agreement. 9.2 DEFINITIONS: For purposes of this Section the following terms shall have the following definitions: 9.2.1 “Intellectual Property "means any and all rights of USDD related to USDD’s Product existing from time to time under patent law, copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide; 9.2.2 “USDD’s Product”means any and all Hardware and Software provided to Customer by USDD under this Agreement or any other contract, purchase order, or arrangement; 9.2.3 “Hardware”means a physically tangible electro-mechanical system or sub-system and associated documentation but specifically excludes any televisions or monitors manufactured by a third party; and 9.2.4 “Software”means software programs,including embedded software,firmware,executable code,linkable object code,and source code, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this Agreement. 10.GOVERNING LAW Any contract resulting from this proposal shall be governed by,construed,and enforced in accordance with the laws of the State of Arizona. 11.ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that the terms and conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.No waiver,alteration,or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. 12.SHIPPING/DELIVERY:Unless specifically detailed as otherwise in this proposal,all shipping and delivery costs (even thouse detailed per- system) relate to single combined shipment to a single point of delivery. If requested otherwise then costs and terms subject to change. 13.CREDIT CARDS:All USDD quotes are developed for the customer with the understanding the eventual purchase would be facilitated using standard Purchase Order and Invoice process.If customer would rather use a Credit Card for purchase then said order would be subject to a 4% credit card processing charge. 14.USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number.USDD Cannot warrant nor support any system not using USDD-approved UPS Battery Backup.USDD cannnot warrant nor support any system not installed by G2 Trained &Certified Installation technician (installer).If customer intends to tie this system into any 3rd-party system or devices,USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. 15.THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. PROPRIETARY and CONFIDENTIAL STANDARD T&C Page 8 of 8