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Contract - Utility Systems Science & Software - 2014-06-18 AGREEMENT FOR CONSULTANT SERVICES This Agreement ("AGREEMENT") is made and effective as of , 2014, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Utility Systems Science and Software, a Corporation ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, the DISTRICT desires to implement a mobile data network that will support Windows based tablet computers in the field for DISTRICT maintenance staff; and WHEREAS, CONSULTANT has submitted a proposal to design, install and maintain said network; and WHEREAS, the DISTRICT desires to enter into an Agreement with CONSULTANT to provide said service. NOW, THEREFORE the parties hereto agree as follows: 1. TERM This AGREEMENT shall commence on , 2014, and shall remain and continue in effect until tasks described herein are completed unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES CONSULTANT shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE CONSULTANT shall, at all times, faithfully, competently, and to the best of his/her/its ability, experience, and talent perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of 1 PSA 12 10 CONSULTANT hereunder in meeting its obligations under this AGREEMENT. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. DISTRICT MANAGEMENT The General Manager shall represent DISTRICT in all matters pertaining to the administration of this AGREEMENT, including review and approval of all products submitted by CONSULTANT. Notwithstanding the foregoing, the General Manager's authority to enlarge the tasks to be performed or change CONSULTANT's compensation is subject to Section 5 hereof. 5. PAYMENT (a) DISTRICT agrees to pay CONSULTANT in accordance with Exhibit A, attached hereto and incorporated herein by reference. This amount shall not exceed Sixty Five Thousand One Hundred Dollars ($65,100) for the total,;term of this - AGREEMENT unless additional payment is approved as provided in this AGREEMENT. Said sum includes travel and other costs. (b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT that are in addition to those set forth herein, unless such additional services are requested in a written change order and are approved in advance and in writing by DISTRICT. The written change order requirement cannot be waived. The General Manager may approve change orders for additional work not to exceed the cumulative value of ten percent (10%) of the total contract sum. Any additional work in excess of this cumulative amount shall be approved by the Board of Directors. (c) CONSULTANT will submit invoices upon task completion unless otherwise agreed. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If DISTRICT disputes any of CONSULTANT's fees, DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees contained in the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The DISTRICT may, at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT, 2 PSA 12 10 such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. (b) In the event this AGREEMENT is terminated pursuant to this Section, the DISTRICT shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the DISTRICT. CONSULTANT shall immediately turn over all work-product to DISTRICT in a readily usable form. Upon termination of the AGREEMENT pursuant to this Section, the CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The CONSULTANT's failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONS ULTANT is in default for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to the CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond the CONSULTANT's control, and without fault of negligence of the CONSULTANT, it shall not be considered a default. (b) As an alternative to the procedure for immediate termination for default set forth in subparagraph (a), if the District Manager or his/her delegate determines that the CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, he/she may in his/her discretion cause to be served upon the CONSULTANT a written notice of the default and demand to cure. The CONSULTANT shall have ten (10) days after service upon it of said notice to cure the default by rendering a satisfactory performance. In the event that the CONSULTANT fails to cure its default within such period of time, the DISTRICT shall have the right, notwithstanding any other provision of this AGREEMENT, to terminate this AGREEMENT without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this AGREEMENT. 8. OWNERSHIP OF DOCUMENTS (a) CONSULTANT shall maintain complete and accurate records with respect to the professional services required by this AGREEMENT and will produce the work product specified in Exhibit A and other such information required by DISTRICT that relate to the performance of services under this AGREEMENT. CONSULTANT shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of 3 PSA 12 10 DISTRICT or its designees at reasonable times to such books and records; shall give DISTRICT the right to examine and audit said books and records; shall permit DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination, or suspension of this AGREEMENT, all work product reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of the DISTRICT and may be used, reused, or otherwise disposed of by the DISTRICT without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT's office and upon reasonable written request by the DISTRICT, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. Said software and hardware shall be made available to DISTRICT at CONSULTANT's cost. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT's services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agent, employees, or subconsultants of CONSULTANT. 4 PSA 12 10 10. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meet all requirements of state law (Labor Code § 1861). At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability. Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: 5 PSA1210 (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 11. INDEPENDENT CONSULTANT (a) CONSULTANT is and shall at all times remain as to the DISTRICT a wholly independent consultant. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. Neither DISTRICT nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the DISTRICT. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner. 6 PSA1210 (b) No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this AGREEMENT. The CONSULTANT shall at all times observe and comply with all such laws and regulations. The DISTRICT and its officers and employees shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this Section. 13. UNDUE INFLUENCE CONSULTANT declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the DISTRICT in connection with the award, terms, or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the DISTRICT will receive compensation, directly or indirectly, from CONSULTANT or from any officer, employee, or agent. of CONSULTANT in connection with the award of this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation of this Section shall be a material breach of this AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of DISTRICT, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to the project during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the project performed under this AGREEMENT. 15. RELEASE OF INFORMATION ! CONFLICTS OF INTEREST (a) All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT and its officers, employees, agents, or subconsultants shall not, without written authorization 7 PSA1210 from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT or relating to any project or property located within the DISTRICT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. (b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this AGREEMENT or the work performed thereunder or with respect to any project or property located within the DISTRICT. DISTRICT retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, DISTRICT's right to review any such response does not imply or mean that DISTRICT has a right to control, direct, or rewrite said response. (c) CONSULTANT covenants that neither he/she/it nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed by it/them as an officer, employee, agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the study area and further covenants and agrees that CONSULTANT and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the study area prior to the completion of the work under this AGREEMENT. 16. NOTICES Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To DISTRICT: Costa Mesa Sanitary District 628 West 19th Street 8 PSA 12 10 Costa Mesa, California 92627 Attn: District Clerk To CONSULTANT: Utility Systems, Science and Software 601 N Parkcenter Drive, Suite 209 Santa Ana, CA 92705 Attn: Mark Serres 17. ASSIGNMENT The CONSULTANT shall not assign the performance of this AGREEMENT, nor any part thereof, nor any monies due hereunder, without prior written consent of the DISTRICT. Because of the personal nature of the services to be rendered pursuant to this AGREEMENT, only Matt Brawley shall perform the services described in this AGREEMENT. Matt Brawley may use assistants, under his/her direct supervision, to perform some of the services under this AGREEMENT; however, all client contact and interaction regarding professional services shall be provided by Matt Brawley. CONSULTANT shall provide DISTRICT fourteen (14) days' notice prior to the departure of Matt Brawley from CONSULTANT's employ. Should he/she leave CONSULTANT's employ, the DISTRICT shall have the option to immediately terminate this AGREEMENT within three (3) days of the close of said notice period. Upon termination of this AGREEMENT, CONSULTANT's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Directors and CONSULTANT. 18. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONSULTANT'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONSULTANT'S duty to dust-palliate all working areas and access routes, if applicable. All operations shall be conducted by CONSULTANT so that no fire hazards are created. 19. LICENSES At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect all licenses required of it by law for the performance of the services described in this AGREEMENT. 9 PSA1210 20. GOVERNING LAW DISTRICT and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this AGREEMENT and also govern the interpretation of this AGREEMENT. Any litigation concerning this AGREEMENT shall take place in the superior or federal district court with jurisdiction over the DISTRICT. 21. ENTIRE AGREEMENT This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL CONSULTANT is bound by the contents of Exhibit A, hereto and incorporated herein by this reference. In the event of conflict, the requirements of DISTRICT's Request for Proposals and this AGREEMENT shall take precedence over those contained in the CONSULTANT's proposals. 23. MODIFICATION No modification to this AGREEMENT shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. This written modification requirement cannot be waived. 24. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this AGREEMENT on behalf of CONSULTANT warrant(s) and represent(s) that he/she/they has/have the authority to execute this AGREEMENT on behalf of the CONSULTANT and has/have the authority to bind CONSULTANT to the performance of its obligations hereunder. 10 PSA 12 10 25. INTERPRETATION In the event of conflict or inconsistency between this AGREEMENT and any other document, including any proposal or Exhibit hereto, this AGREEMENT shall control unless a contrary intent is clearly stated. 26. BUSINESS LICENSE CONSULTANT shall obtain a business license from the City of Costa Mesa unless legally exempt. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT UTILITY SYSTEMS SCIENCE & SOFTWARE General Manager Signature ATTEST: — // /4(C( ,c i4 d P _ Typed Name _ 40/4.440 Jr/a0111- Distri t lerk , /- Title APPROVED AS TO FORM: District Counsel 11 PSA 12 10 EXHIBIT A + 3 TILITTSYSTEMS. SCIENCE AND SOFTWARE Santa Ana, CA 92705 Phone 714-542-1004 Fax: 714-542-1332 March 28, 2014 Costa Mesa Sanitation District 628 W. 19th Street Costa Mesa, CA 92627-2716 Attn: Scott Carrol Subject: Mobile Maintenance System Hello Scott, Per your discussion with Matt as it relates to Systems Engineering and Network Integration Services: Costa Mesa Sanitary District - Mobile Maintenance System, we have the following: Objective Design, install, and maintain a mobile data network that will support Windows based tablet computers in the field with the ability to securely connect to the ArcGIS and Cityworks systems hosted at Amazon EC2 with simultaneous access to CMSD network based resources (email, files, printers, internal software systems, etc.) while reducing reliance on public communications infrastructure where possible. Phase 1 - Network infrastructure upgrade and tablet deployment: 1. Design and develop an implementation plan for the proposed system that will conform to standard IT security and network management policies. 2. ArcGIS and CityWorks Implementation. 3. Upgrade Internet connection and firewall at the Yard. 4. Install additional Internet connection at HQ dedicated to project. 5. Install Terminal Server in HQ server cluster. 6. Install wireless network at Yard. 7. Install tablet mounting equipment and mobile data routers in trucks. 8. Install and configure tablet computers for mobile operation. 9. Activate data services on mobile routers and implement VPN. 10. Testing and training. 11. Project Documentation. Cost Proposal Phase 1: Design and Develop Implementation Plan US3 will provide a network project plan that will document the configuration and implementation of the new network systems. US3 will work with CMSD to implement the new network deployment and integration plan. This technology plan will document network infrastructure, server configuration, network authentication configuration, and access point configuration and installation. The project plan will also provide a documented timeline for the design, integration, and testing of the new network equipment. ArcGIS and CityWorks Implementation US3 will work with EEC to test and deploy ArcGIS and CityWorks applications to the tablets and CMSD workstations. We will work with EEC to integrate the systems to the CMSD network servers and firewalls. EEC Line Items Cost Details First Future Specifications Product Model Year Years p rArcGIS Workgroup $5 000 $1,000 5 users. Requires SQL Server Server Standard Express on 2 cores maximum. Cityworks Workgroup $6,000 $6,000 5 users. Server Essentials Hosting 2-core Windows with nightly (or CMSD can EEC on $4,000 $4,000 backups copied to separate data do on-site Amazon EC2 center for potential disaster hosting) recovery. First year: system upgrade and Consulting EEC $5,000 $2,000 conversion. Future years: general sus sort alread bud.eted . Total $20,000 $13,000 Pricing: Materials: Labor: 40 Hours Upgrade Internet and Firewall at Yard US3 will upgrade the Internet connection at the yard to enable faster access to network resources and offsite hosted applications. The existing firewall will be replaced with a Watchguard XTM 330 that will provide faster VPN communications and will support the multiple secure interfaces and routing processes needed for phase 2 and phase 3 of the project. Network Materials Quantity Product Brand Description 1 Watchguard XTM 330 Pricing: Materials: $1500 Labor: 16 Hours Internet Pricing: Speed: 1.5MB Download/Upload Term: 3 Years Installation: $0 Monthly Recurring: $232 + Taxes and Fees Install Internet Connection at HQ US3 will install a dedicated Internet connection to handle the increased traffic from the mobile tablets. The existing Watchguard XTM 330 will provide VPN communications and still has available capacity to support the multiple secure interfaces and routing processes needed for phase 2 and phase 3 of the project. Existing VPN connections to the Yard will be offloaded from the CMSD HQ Internet connection to dedicated Internet access. Network Materials Quantity Product Brand Description 0 Watchguard XTM 330 Pricing: Materials: Labor: 16 Hours Internet Pricing: Speed: 6MB Download/Upload Term: 3 Years Installation: $0 Monthly Recurring: $458 + Taxes and Fees Install Terminal Server in HQ server cluster US3 will install and configure a Microsoft 2008 Server in Terminal Services mode. This server will be configured with the 2X manager that will provide virtual desktops to the tablets in the field. These virtual desktops will provide a networked desktop experience to users in the field with full access to email, office applications, CMMS systems, printers, and other network resources. By using 2X connections to virtual desktops, data will remain on the network, increasing security and reducing tablet deployment, maintenance, and support costs. Network Materials Quantity Product Brand Description 5 Microsoft Terminal Server License 1 2X 2X Application Server 5 Microsoft Office Professional Pricing: Materials: $4000 Labor: 40 Hours Install wireless network at yard US3 configure the Watchguard XTM 330 wireless controller and install a Watchguard wireless access point at the yard to provide direct network connectivity for the tablets when removed from the vehicles and used at the yard.. Network Materials Quantity Product Brand Description 1 Watchguard AP200 Wireless Access Point Pricing: Materials: $450 Labor: 16 Hours Cabling Costs (Est.): $250 Install routers and tablet mounts in trucks US3 will coordinate the physical installation and wiring of the mobile data routers and tablet mounting equipment into the trucks through a third party. US3 will configure and • test the mobile router equipment to work with the proposed system. Network Materials Quantity Product Brand Description 3 Pepwave MAX BR1 Cellular Router 3 Havis UT201 Universal Tablet Mount 3 Havis Keyboard Mount 3 iKey Rugged VESA Mount Keyboard 3 Havis Premium In-Vehicle Mount Kit 3 TBD Tablet Power Supplies 3 TBD Power Conditioning/Inversion Equipment Pricing: Materials: $7150 Labor: 16 Hours Truck HW Installation: $1500 Install and configure tablets US3 will install and configure the field tablets for operation with the mobile routers. US3 will install required applications and configure VPN connections to access network resources. Network Materials Quantity Product Brand Description 3 Microsoft Surface Pro2 - 128GB 3 Microsoft TabletyVarranties 3 Incipio Rugged Case with handle 2 Microsoft Tablet Dock 2 Dell Monitors 3 Various Tablet Software Utilities Pricing: Materials: $6250 Labor: 48 Hours Testing and training US3 will test the system and provide end user training and documentation on tablet usage. Project Documentation US3 will provide documentation of all installed hardware. Project documentation will include hardware serial numbers, warranty registration information, factory user manuals, hardware configuration, as built diagrams, and testing documentation. Summary Materials: $19,600 Labor: $24,000 Outside Consulting: $21500 Payment Terms To start the project we will require a deposit equal to the amount of the required hardware, software, and taxes. The balance of the project is due 15 days from project acceptance and signoff. Please advise, % G12h 5e4'Ve ' Mark Serres Project Manager 714-542-1004