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HomeMy WebLinkAboutAgenda - 09-06-2016 - 6-g - Back-Up 9-1-1 Call Processing Equipment 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 6, 2016 Action Agenda Item No. 6-g SUBJECT: Back-Up 9-1-1 Call Processing Equipment DEPARTMENT: Emergency Services ATTACHMENT(S): INFORMATION CONTACT: 1) 9-1-1 Call Processing Equipment Kevin Medlin, 919-245-6139 Quote Wireless Communications Dinah Jeffries, 919-245-6123 2) Contract for Equipment PURPOSE: To approve and authorize the Manager to sign the contract and any other related documents for the purchase of VESTA geo-diversify 9-1-1 call processing equipment (CPE) to provide portable phone answering equipment which would operate in any facility in the event that the primary 9-1-1 Center cannot be utilized. BACKGROUND: The NC 911 Board has mandated that all 9-1-1 Public Safety Answering Points (PSAPs) in the state of North Carolina have an approved backup plan by July 2016 and implemented by July 2017. This contract for the call processing equipment would provide backup server and portable phone answering equipment allowing backup 9-1-1 service to operate in any location. The equipment would also provide a Backup 9-1-1 service for severe weather events, a catastrophic event at the Emergency Services Building, or to staff additional personnel during major events. Funding for this purchase was approved from the Emergency Telephone Fund as part of the Capital Investment Plan (CIP) on June 16, 2015 and does not require any money from the General Fund. The new equipment allows Orange County to meet the mandate of the NC 911 Board, §143B-1400(4,6,7) that all 9-1-1 Public Safety Answering Points (PSAPs) have a backup plan submitted by July 2016, and implemented by July 2017. FINANCIAL IMPACT: The total cost of this purchase is $211,717.55 and is an approved expenditure by the NC 9-1-1 Board. This amount is currently available in the Emergency Telephone Fund Balance. SOCIAL JUSTICE IMPACT: The following two Orange County Social Justice Goals are applicable to this agenda item: • GOAL: CREATE A SAFE COMMUNITY The reduction of risks from vehicle/traffic accidents, childhood and senior injuries, gang activity, substance abuse and domestic violence. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the Manager to proceed with the purchase of the Vesta geo-diversity 9-1-1 call processing equipment and execute the contract and any other related documents. Attachment 1 2 Wig r+ les C,()inn ir'rn a n i c a t Q o Int I �fi ti Integrity• xper^ience•Innovation Date February 5, 2016 Customer Orange County Quote Geo-Diverse Vesta 911 VESTA® 9-1-1 -Side A Qty. Part No. Description Price VESTA® 9-1-1 1 870899-0104R6.0U VESTA9-1-1 L/D/M UPGD $0.00 1 870891-66301 VESTA 9-1-1 R6 SMS LIC $0.00 1 873099-03002U R4 CAD INTF LIC UPGD $0.00 1 04000-01751 TS-4 PORT TERMINAL SVR $810.00 2 65000-00182 CBL RJ45-10P/DB25M 4FT $52.50 ES/net Interface Module(EIM) Note:Customer to move(1)of the EIM Fire walls from Side A to new Side B SMS Equipment Note: Customer is responsible for Text Control Center(TCC)services and network charges. SMS functionality will be available in VESTA 9-1-1 Release 6.Note:Customer to utilize the EIM Fire walls for SMS functionality VM Server Bundles VM Medium Server Bundle Note;Customer to move(1)server from side A to new Side B. Transfer support for V-SVR- current through 9/2016 VESTA® 9-1-1 Subtotal $862.50 VESTA® 9-1-1 -Side B Qty. Part No. Description Price VESTA® 9-1-1 1 870899-0104R6.0U VESTA9-1-1 L/D/M UPGD $0.00 1 870891-66301 VESTA 9-1-1 R6 SMS LIC $0.00 1 6400C-20027 HARD DRIVE PORTABLE 1TB $83.75 1 873099-03002U R4 CAD INTF LIC UPGD $0.00 1 809800-35064 SYS DIVERSIFICATION FEE $625.00 1 04000-01751 TS-4 PORT TERMINAL SVR $810.00 2 65000-00182 CBL RJ45-10P/DB25M 4FT $52.50 ESlnet Interface Module(EIM) Note:Customer to move(1)of the EIM Fire walls from Side A to new Side B 48 809800-17101 FIELD ENG-PRIMARY $6,000.00 SMS Equipment Note: Customer is responsible for Text Control Center(TCC)services and network charges. SMS functionality will be available in VESTA 9-1-1 Release 6.Note:Customer to utilize the EIM Fire walls for SMS functionality 1 871499-01210 M&R 3.0 IP DEVICES LIC $88.75 Note:Includes(1)Mgt/Node 1 809800-16166 M&R 3.0 IP DEV SRVC 1YR $450.00 VM Server Bundles 3 VM Medium Server Bundle Note;Customer to move(1)server from side A to new Side B. Transfer support for V-SVR- current through 9/2016 1 61000-409605MGT WKST MGMT ESXI $1,262.50 1 04000-05135 ADPTR DP(M)TO VGA(F) $31.25 1 863014-00103 PERIPHERAL VIRTUAL KIT $4,118.75 Network Equipment 1 03800-03030 FIREWALL-MODEM 60CM $722.50 1 03800-03031 WARR FIREWALL F/W-M IY $252.50 1 809800-00201 VPN CFG SVCS $250.00 2 04000-29616 SWITCH 2960+CBL 24-PORT $2,400.00 2 04000-29611 WAR 2960 24P 1YR NBD $265.00 Peripherals&Gateways 2 2213937-1-SR1 FXO GATEWAY 8-PORT $3,297.50 2 04000-00176 SW SPT ANALOG GATEWAY 1YR $150.00 Rack&Peripheral Equipment 1 06500-55053 7FT EQUIPMENT RACK 191N $343.75 1 Synnex 191N Monitor $184.11 1 04000-004B4 KEYBOARD KVM $552.50 1 04000-00607 CBL KVM USB CONSOLE $172.50 4 04000-60611 CBL KVM USB 10FT $415.00 1 04000-RMM19 BRKT 191N RACK MTG/ARBIT $40.00 1 Wireless 1st Year Warranty Service $4,607.53 VESTA® 9-1-1 Subtotal $27,175.39 VESTA®9-1-1 CommandPOST System Qty. Part No. Description Price VESTA®9-1-1 CommandPOST System VESTA®9-1-1 Prime Standard Operations 7 PS-OPR-VSSL VPRIME PER SEAT LIC $48,125.00 7 SS-OPR-VSSL-1Y SPT VPRIME 1YR $8,662.50 Geo Diverse Add On License 7 PA-MGD-VSSL GEO-DIV LIC $6,562.50 CommandPOST Hardware 7 61050-G409602 LAPTOP ZBOOKI5 G2 W7 $15,828.75 7 04000-00490 ADV DOCK STATION 230W $3,517.50 7 64021-10025 KYBD/MOUSE BNDL $385.00 7 64007-50021 KEYPD 24K 12F USBCBL CP24 $953.75 7 853004-00401 SAM EXT SPKR KIT $1,470.00 7 65000-00124 CBL PATCH 15FT $122.50 7 853004-00301 CPOST SAM HDWR KIT $19,967.50 7 809800-35109 R4 IWS CFG $1,750.00 7 809800-35108 R4 IWS STG FEE $2,625.00 ES/net Interface Module(EIM) 7 873090-11102 R4 LIC EIM RFAI MOD $1,750.00 7 809800-01116 R4 LIC EIM RFAI SPT 1YR $315.00 VESTA®9-1-1 IRR Module 7 873099-00502 R4 IRR LIC/DOC/MED $8,706.25 7 809800-35110 R4 IRR SW SPT 1YR $1,566.25 VESTA®9-1-1 CDR Module 7 873099-01102 R4 CDR PER SEAT LIC $787.50 VESTA® 9-1-1 CommandPOST System Subtotal $123,095.00 24x7 Remote Monitoring Service Qty. Part No. Description Price Side A Monitoring&Response License&Support Fees 4 Move(1)Server License from Side A for DDS- B Server,Move(1)Workstation License and Support for Virtual Machine,Move(1)IP License and support for MDS-B server. 1 871499-01210 M&R 3.0 IP DEVICES LIC $88.75 Note:Includes(1)Mgt/Node 1 809800-16166 M&R 3.0 IP DEV SRVC 1YR $450.00 Side B Monitoring&Response License&Support Fees Move(1)Server License from Side A for DDS- B Server,Move(1)Workstation License and Support for Virtual Machine,Move(1)IP License and support for MDS-B server. 1 871499-01211 M&R 3.0 WKST LIC $88.75 Note:Includes(1)Management Console, 1 809800-16161 M&R 3.0 WKST SRVC 1YR $450.00 7 871499-01210 M&R 3.0 IP DEVICES LIC $621.25 Note:Includes(4)Gateways, (1)Firewall, (2) Cisco Switches, 7 809800-16166 M&R 3.0 IP DEV SRVC 1YR $3,150.00 Remote Monitoring Services Subtotal $4,848.75 Services Qty. Part No. Description Price 1 Wireless Shipping $1,172.20 2 Wireless Training $1,448.00 1 Wireless Installation $17,131.54 Field Engineering Services 48 809800-17005 FIELD ENG REMOTE SVCS $6,000.00 Note:FE time applies to standard switch configuration in accordance with VESTA 911 IP Network Config Guide.Extensive WAN troubleshooting will require additional units. Services to Support SMS 152 809800-17101 FIELD ENG-PRIMARY $19,000.00 Note:Field Engineering to perform the configuration of SMS. Services include:60D Firewall configuration, VESTA 911/VESTA SMS configuration,import of VESTA SMS VM's(if applicable),upgrade of VESTA Analytics(if applicable),and preparation of screen layouts. Customer is responsible for the installation of any hardware, VESTA SMS configuration changes,workstation upgrades, system testing,and TCC services.Field Engineering Services for the configuration of SMS is required for customers that have not been certified in the installation of SMS for VESTA 911 R6. 1 Spectracom NetClock Command Center Package $10,984.17 $55,735.91 Quote Summary $211,717.55 5 Attachment 2 Sales Agreement THIS SALES AGREEMENT dated this 9 i day of fn ,2016 BETWEEN: Wireless Communications, Inc. of 4800 Reagan Drive, Charlotte, Mecklenburg County,North Carolina (the 'Seller') OF THE FIRST PART -AND - Orange County, 200 S. Cameron Street, PO Box 8181, Hillsborough,NC 27278-8181 (the 'Purchaser') OF THE SECOND PART IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement, the parties to this Agreement agree as follows: Sale of Goods 1. The Seller will deliver the Vesta 9-1-1 system/network, work stations, hardware, software, and related equipment and materials as more particularly described in Exhibit A, (Statement of Work) attached hereto and incorporated herein by reference and hereinafter mutually referred to as "Goods", and will set up and install the same, test the Vesta 9-1-1 system and work stations for errors and defects, correct any errors and defects in the Vesta 9-1-1 system, work stations, software and related materials and equipment, and have the Vesta 9-1-1 VoIP system and integrated work stations ready for training of Licensee's personnel no later than 120 days from date of contract signing. In addition to the foregoing Seller shall also cause the foregoing to be provided to Purchaser free of any errors or defects in operation, capable of providing Beneficial Use to the Purchaser as defined herein not later than 150 days from the date of contract signing. Purchaser is responsible for providing a site that is ready to receive the equipment. Purchase Price 2. The Purchaser will pay for the Goods with the sum of two hundred eleven thousand seven hundred seventeen dollars and fifty five cents ($211,717.55) USD. Side A Upgrade for Geo-diversity $ 862.50 Side B Backroom Equipment $ 27,175.39 Sales Agreement Page 1 of 11 6 7 CommandPost units $123,095.00 24x7 Remote Monitoring $ 4,848.75 Airbus Field Engineering Services $ 25,000.00 Turnkey Installation $ 17,131.54 Employee Training $ 1,448.00 Shipping $ 1,172.20 Spectracom Netclock $ 10,984.17 Total Price $211,717.55 3. The Seller and the Purchaser both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in this Agreement, the amount of any present or future sales,use, excise or similar tax applicable to the sale of the Goods will be paid by the Purchaser, or alternatively,the Purchaser will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities. 4. Payment for the Goods will be made in accordance with the Payment Terms of Clause 23 of this Agreement. Delivery of Goods 5. The Goods will be delivered to the Purchaser. Delivery will be considered complete for the sole purpose of making payment according to the terms of provision 23 herein,upon arrival of all equipment and hardware at a Wireless Communications, Inc. designated location for setup and staging. Wireless Communications will provide the Orange County with a complete packing list and the opportunity to inspect the equipment upon arrival. The method of shipment will be within the discretion of the Seller. Risk of Loss 6. The risk of loss from any casualty to the Goods,regardless of the cause, will be on the Seller until the Goods have been delivered into the physical exclusive possession of Purchaser at the designated location for such delivery and inventoried jointly by a representative from both the Seller and Purchaser. Wireless Communications, Inc. will maintain insurance responsibility for goods until delivered to the Orange County Office. Final Acceptance upon delivery of Beneficial Use Sales Agreement Page 2 of 11 7 7. Anything to the contrary herein notwithstanding, Seller shall notify Purchaser when the hardware and software have been installed and the integrated Vesta 9- 1-1 VoIP system and Vesta work stations have been tested and are ready for Purchaser to begin training as provided for herein. If errors are encountered in the Vesta 9-1-1 system, work stations or software during the set up and installation, Seller shall promptly correct those errors. If Seller is unable to correct such errors or defects which prevent the Beneficial Use of the Goods by Purchaser within a"commercially reasonable time", which term as used herein shall not be construed in any event to exceed 30 days beyond the otherwise required performance of Seller's duties hereunder within 120 days of executing this Agreement, then this contract shall automatically terminate at 11:59PM of the 150th day from the date of contract signing without any need for notice to either party thereof. If such termination shall occur, Seller shall refund within 180 days of the execution of this Agreement to Purchaser, all payments by it for the Vesta 9-1-1 system, work stations, software and related equipment and materials. In the event of termination pursuant to this provision, Purchaser agrees to cooperate in good faith with Seller in providing access to and coordinating with Seller the uninstallation and return of all Goods that were delivered to Purchaser prior to such termination, the costs of which including but not limited to the cost of any uninstallation,packaging, and/or shipping shall be paid solely by Seller. The warranties provided for herein will begin as of the date Purchaser receives Beneficial Use of the equipment. The term"Beneficial Use" as used herein shall be defined as: reception of true and actual 911 calls which includes the delivery of Automatic Number Identification(ANI), Automatic Location Identification(ALI), a mapping data stream, and successful interface of data with the CAD System for a minimum uninterrupted and error free period of 7 days following the completion of installation and training of personnel,provided however that any such interruptions suffered in reception which can be positively attributed to a source not caused by Seller or the Goods shall not qualify as an interruption for purposes of the foregoing definition. Warranties 8. The Seller warrants that(1) the Seller is the legal owner of the Goods; (2) the Goods are free from all liens and encumbrances; (3) the Seller has the right to sell the Goods; and(4) the Seller will warrant and defend the title of the Goods against any and all claims and demands of all persons. 9. The Seller warrants that the Goods will be fit for the purpose for which such goods are ordinarily intended. 10. The Seller warrants that the Goods are now free and at the time of delivery will be free from any security interest or other lien or encumbrance, except the security interest created in this Agreement until the Seller is paid in full. 11. The Seller warrants that the Goods will be delivered free of the rightful claim of any person arising from patent or trademark infringement, and that in the event Sales Agreement Page 3 of 11 8 of such a claim Seller will defend against and otherwise shall indemnify the County against any loss or damages sustained by the County as a result of said claim. 12. Wireless Communications, Inc. agrees to provide with the included additional consideration, around the clock 24 hour a day, 7 days a week,parts and labor support on all furnished equipment and software for a period of one year from date of acceptance. 13. Seller agrees to represent the Manufacturer's Warranty. All Manufacturer warranties shall apply. 14. EXCEPT FOR THE ABOVE WARRANTIES,NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR STATUTORY) IS MADE BY THE SELLER REGARDING THE GOODS. Title 15. Title to the Goods will remain with the Seller until delivery to and actual physical receipt of the Goods by the Purchaser or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods,bearing any necessary endorsement, to the Purchaser. Notwithstanding anything to the contrary herein, Seller shall insure against any loss or damage to the Goods for so long as it maintains title to the goods as provided hereinabove. Security Interest 16. The Seller retains a security interest in the Goods until paid in full. Inspection 17. Inspection upon the physical delivery of the Goods into Purchaser's exclusive custody will be made by Purchaser at the time and place of such delivery to Purchaser's emergency communications center, or other delivery location identified by Purchaser for delivery. If such inspection yields an issue of Purchaser with the Goods as provided, Purchaser and Seller shall work together in good faith to resolve any such issue, and in no event shall Purchaser be required to tender payment for any invoices received from Seller for such disputed Goods, provided however Purchaser shall pay the remaining balance of any such invoice to the extent the amounts are charged for other Goods to which there is no dispute. Claims 18. Purchaser and Seller may consent in writing to the resolution or provision of certain items not otherwise resolved or provided by signing a written punch list of such items which shall set forth the estimated date of resolution or provision Sales Agreement Page 4 of 11 9 for each item identified therein. The Purchaser's failure to notify Seller in writing of any issue with or rejection of any item identified on such a punch list and resolved or provided pursuant thereto within 10 days following such resolution or provision thereof shall constitute acceptance of the item as provided and shall constitute a waiver by Purchaser of all claims with respect to such items thereafter. Notwithstanding anything to the contrary contained herein Purchaser may require actual express acceptance of certain items if deemed advisable in its sole discretion to effect an acceptance thereof and neither party shall be required to enter into an extension of this Agreement or the provision of any Goods, services, or other performance provided for herein by such a punch list, and may further restrict the terms of such an extension at the time such punch list is created and signed which shall act as a written modification to this Agreement provided it conforms with the modification provision of this Agreement if any. Excuse for Delay or Failure to Perform 19. The Seller will not be liable in any way for any delay,non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of materials, fires, and accidents. If the Seller, will be prevented because of the foregoing matter from delivering the Goods at the time specified or within 90 days after the date of this Agreement, then either the Seller or the Purchaser will have the right to terminate this Agreement by notice in writing which, in the case of the Seller, will be accompanied by full refund of all sums paid by the Purchaser under this Agreement, or in the case of the Purchaser shall require a full refund by Seller of all sums paid by Purchaser under this Agreement, and the obligation upon Purchaser to work with Seller in good faith to allow access to Seller for any uninstallation,packaging, and/or shipping which may be required to effect a return of any Goods for which any consideration was paid hereunder,the additional costs of which if any shall be Seller's sole responsibility. Remedies 20. The Purchaser's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed,plus any transportation charges actually paid by the Purchaser. Notwithstanding anything herein to the contrary, in no event shall either Party's liability to the other party arising out of this Contract in any way exceed the total cost of the Goods as set forth herein. Cancellation 21. The unilateral right to cancel this Agreement is reserved in favor of: 1. The Seller: Sales Agreement Page 5 of 11 10 1. if the Purchaser fails to pay for any shipment when due without claiming an issue or rejection of such shipment within 10 days of inspecting such shipment as provided for herein. In the event such an issue or rejection is claimed, this cancellation provision shall not apply and the parties shall work together in good faith to resolve any such issues or disputes; 2. in the event of the Purchaser's insolvency or bankruptcy; or 2. The Purchaser: 1. if the Seller fails to deliver the hardware, software, materials, and any other equipment or Goods as provided in this sales agreement together with any attachments hereto; 2. in the event of the Seller's insolvency or bankruptcy. Notices 22. Any notice to be given or document to be delivered to either the Seller or Purchaser pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the date of mailing if sent by prepaid registered mail: SELLER: 4800 Reagan Drive, Charlotte, Mecklenburg County,North Carolina, 28206 PURCHASER: Orange County Emergency Services, Attn: Director, 510 Meadowland Drive, PO Box 8181, Hillsborough, NC 27278-8181 Additional Provisions 23. Payment Terms: Customer agrees to make the following payments: 25% of Project Total is due with purchase order and written notice to proceed or soon thereafter. . 25% of Project Total is due upon physical delivery to Wireless Communications, Inc. 20% of Project Total is due upon physical delivery to Orange County. 20% of Project Total is due upon physical installation at Orange County. Final 10% of Project Total is due upon final acceptance by an Orange County representative. Sales Agreement Page 6 of 11 11 General Provisions 24. The rule of construction against the drafter of a legal instrument shall not apply to this Agreement which has been negotiated at arms-length between the parties hereto. 25. Headings are inserted for convenience only and are not to be considered or relied upon when interpreting or construing the meaning of the terms of this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 26. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement. 27. This Agreement including the rights and duties hereunder shall not be assignable in whole or in part by either party without the prior written consent of the non-assigning party thereto, and any attempted assignment hereof shall be void. 28. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement, and in such event shall be effective as against the Purchaser only if executed by a duly authorized representative of Orange County. 29. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, including the North Carolina Uniform Commercial Code and the Seller and the Purchaser hereby attom to the jurisdiction of the Courts of the State of North Carolina. 30. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of North Carolina on the date of execution of this Agreement. 31. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect. 32. This Agreement will inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns. 33. This Agreement may be executed in counterparts. 34. Time is of the essence in this Agreement. 35. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. Sales Agreement Page 7 of 11 12 36. This contract has been pre-audited in accordance with the provisions of North Carolina law. 37. Standing&Authority: Seller represents to Purchaser that Seller is a Corporation duly organized, validly existing, and in good standing under the laws of the State of North Carolina. Seller is qualified to transact the business contemplated herein within the state of North Carolina, and has full power and authority to execute, deliver, and perform this Contract, and doing so will not violate any provision of law or contravene any provisions of its internal governing documents. This Contract and the performance thereof by Seller have been duly authorized by Seller to the extent that no further authorization of any third party is necessary to legally bind Seller hereto, and this Contract together with any accompanying documents being executed by Seller, have been duly executed on behalf of Seller and constitute the legal, valid, and binding obligation of Seller, enforceable in accordance with the terms of this Contract. 38. Alternative Dispute Resolution: The parties hereby acknowledge and agree that any and all controversy, claim, dispute, or conflict whatsoever arising out of or relating to this Contract, or the breach thereof, shall first be submitted to a process of non-binding dispute resolution called Mediation (as further defined hereinbelow). a. Mediation is that process which is described by North Carolina in its Alternative Dispute Resolution Program through the Dispute Resolution Commission. The parties agree that they will attempt to agree on a North Carolina Certified Superior Court Mediator with the understanding that this list is maintained by the North Carolina Dispute Resolution Commission. Should the parties be unable to agree, then that mediator who is next to be assigned on a case by Court Administration in Orange County will be used as the mediator. The parties shall share the costs of mediation equally and the parties agree to mediate in good faith. 39. Cumulative Remedies. Each right, power, and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. 40. Waiver. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not waiver such party's right to seek redress at a later date in the absence of written consent to such waiver. Sales Agreement Page 8 of 11 13 41. Duplicate Execution: This Agreement may be executed in duplicate copies each of which shall be deemed an original copy of this Agreement. 42. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement, Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes and certifies that they have not been identified nor utilized the services of any subcontractor on the list created by the State Treasurer pursuant to G.S. 147-86.58. Where applicable, failure to maintain compliance with the requirements of Chapter 64, Article 2 or §147-86.58 of the North Carolina General Statutes constitutes Provider's breach of this Agreement. 43. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement,then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. 44. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF the parties on the day and year first written above have caused this Sales Agreement to be executed in their corporate names and capacities intending for the terms hereof to legally bind their corporations thereto, and further intending the placement of their signatures on this document to constitute the placement of their respective corporations legal SEAL hereupon conveying therewith all the rights and remedies that the placement thereof shall have under the laws of the state of North Carolina. Sales Agreement Page 9 of 11 14 [SIGNATURE PAGE TO FOLLOW] ORANGE COUNTY: WIRELESS COMMUNICATIONS: By: By: Bonnie Hammersley, County Manager r,, `s re ,.- (2 4,, Orange County,North Carolina Printed Name and Title Attest: Melissa Allison(Orange County Manager's Office) [SEAL] Sales Agreement Page 10 of 11 EXHIBIT A 15 Wreles Orange County E9-1-1 System Detailed Statement of Work Overview Orange County, NC VESTA E9-1 -1 System Geo-Diverse Upgrade Detailed Statement of Work Overview This document describes the supplied equipment and a detailed statement of work (SOW) which will be provided by Wireless Communications, Inc. ("Wireless") to perform a hardware upgrade to the existing single site VESTA 9-1-1 telephone switch to create a Geo-Diverse 9-1-1 switch for the Orange County, NC ("Orange County") Communications Center. This document and other supporting information will become attached as an addendum to a contract between Wireless and Orange County for the stated improvements, subject to the terms and conditions described in this document. Equipment / Services The following sections provide general descriptions of the equipment and services provided under this contract, and the functionality of each. Where relevant, brief descriptions of implementation details are also provided. VESTA Enhanced (E9-1-1) Switch The existing VESTA 9-1-1 telephone switch will be upgraded to a Geo- Diverse operating system by relocating and reconfiguring one-half of the existing server hardware to the backup PSAP communications equipment room. The new VESTA Geo-Diverse 9-1-1 side "B" equipment rack and associated hardware will be installed in the backup PSAP equipment room. New cabling will be used between the FXO Gateways and their respective punch blocks. Additional VESTA system hardware to be provided and installed at the backup PSAP consists of the follows: • Redundant power supplies; • New FXS Gateways; • New Cisco or HP switches; • New Firewall. Workstations The existing VESTA workstations will be used and will require no modifications. 1 16 Orange County E9-1-1 System Wreles Detailed Statement of Work GPS Time Standard Optional Equipment GPS Time Standard The Spectracom NetClock GPS Master Clock synchronizes computer networks and emergency dispatch systems. Master Clock meets NENA PSAP Master Clock standard (#04-002). One (1) new Spectracom NetClock GPS Master Clock will be supplied and installed at Orange County's backup Communications Center to provide system timing. The basic Spectracom NetClock GPS Master Clock assembly consists of the following: • One (1) NetClock/GPS Time Server/Master Clock Model 9483 with Opt 05 OCXO Oscillator for GPS Back-up; • One (1) GPS Outdoor Antenna Model 8225; • One (1) GPS Antenna Surge Protector Model 8226; • One (1) Outdoor GPS Antenna Cable CAL7100, 100 ft. Portable Answering Position In addition to the primary VESTA E9-1-1 system, the VESTA CommandPost product, a single position E9-1-1 operating position uses a VPN connection to operate as a remote 9-1-1 public safety answering point ("PSAP") as a supplementary position to handle call overflow in a high traffic situation, or in the event of a need to evacuate the Communications Center. The operator position for the CommandPost consists of a laptop PC computer workstation, operating with Windows 7 Professional operating system and the VESTA CommandPost Remote Answering Position software. Seven (7) CommandPost call answering units will be supplied and installed at the backup PSAP. These units will comprise the following items: • One (1) CommandPost laptop computer, with suitable memory and disk space to support the needs of the E9-1-1 software suite; • Microsoft Windows 7 Professional operating system. Implementation The implementation of the Orange County E9-1-1 system upgrade will be accomplished by Wireless Communications factory-trained and experienced technicians. A project manager will be assigned to the 17 Orange County E9-1-1 System Wreles Detailed Statement of Work Implementation project to provide a single point of contact for Orange County, and to schedule and coordinate activities relevant to the implementation. Project Management A project manager will be assigned by Wireless Communications to facilitate and oversee the complete project, and will be a single contact point for Orange County for all items concerning the implementation of this project. The Project Manager will provide the following services toward maintaining an organized and orderly project implementation: • Inventory of all equipment upon arrival, and deliver equipment inventory list to Orange County; • Determine and coordinate any customer provided site improvements required to ensure the final system operates reliably, according to the manufacturer's specifications, and consistent to Orange County's expectations. This includes the upgrade of the grounding system to meet manufacturer's specifications; • Schedule, coordinate, and facilitate the installation of all equipment; • Provide responses and coordination with Orange County personnel on any areas that are in question during system installation and acceptance; • Project scheduling; and, • Generation and distribution of progress reports throughout the project duration. The assigned Project Manager will have the power to make significant decisions relevant to the project, and will have direct access to Wireless Communications' top management for resolving problems beyond the Project Manager's direct authority. The Project Manager will be on site during critical points of the installation of this system, and will perform the following tasks: • Review all specifications and familiarize himself/herself with the requirements of the project; • Schedule the delivery, and keep Orange County informed at all times of the delivery schedule of all equipment pertaining to this project; • Coordination of any required engineering; • Perform all site visitations with a Orange County representative; • Coordinate all site preparation required for the successful installation of this system; 18 Orange County E9-1-1 System Wreles Detailed Statement of Work Implementation • Provide to Orange County all installation documentation, wiring diagrams and as-built documentation; • Will be on site during the installation of the fixed equipment installation and provide or arrange for additional information and assistance as required by the installation personnel and/or Orange County; • Coordinate the entire optimization effort of this system until accepted by Orange County; • Coordinate training and cutover schedules with Orange County; • Resolve all punch list items to the satisfaction of Orange County prior to final acceptance of the system; • Schedule and attend monthly or weekly meetings, depending on the status and progress of the project, during the system installation, to keep Orange County up to date on the status of the system installation. E9-1-1 Equipment Rack Assembly The next step in the implementation will be the installation of side "B" equipment into the new equipment rack. This installation will include several tasks and subprojects. Punch Blocks Punch blocks will be installed onto a plywood board mounted to the wall of the backup PSAP equipment room, near the planned equipment rack location. The punch block interfaces for the VESTA system, and additional punch blocks as needed to provide appropriate industry- standard connection points for other interconnected equipment, will be mounted to the board. All inbound telco circuits will terminate on this board. Cable management devices (e.g., spools, U-rings) will be installed on the board to provide clean routing for cabling and jumpers. VESTA Geo-Diverse Upgrade Installation New VESTA Geo-Diverse 9-1-1 hardware will be installed in the backup PSAP equipment room. New cabling will be used between the FXO and FXS Gateways and their respective punch blocks. The 9-1-1 trunk interface modules will be configured and jumpers installed to the telco interface punch blocks, as appropriate. Preliminary alignment will be performed on the trunk interfaces to work with connected 9-1-1 trunks. Cutover Once the VESTA Geo-Diverse switch hardware has been installed and tested the system will be ready for cutover. Cutover will be conducted in 19 Orange County E9-1-1 System Wreles Detailed Statement of Work Final Acceptance a manner that has minimal impact to the live operations of the 9-1-1 call answering functions. At this time the seven (7) new VESTA Command Post units will be installed, configured and tested. Each VESTA Command Post will be installed at an operator position and connected to the network. If any major incident or disaster occurs, or at any time as directed by authorized Orange County personnel, the implementation will stop. If this occurs during a testing or alignment cycle, Wireless technicians will stabilize the system as quickly as possible and cease operations until notified by authorized Orange County personnel that implementation may continue. Final Acceptance Once all equipment is installed and working, Orange County will be invited to submit a "punch list" to Wireless Communications of any problems, deficiencies, or other unsatisfactory conditions. Wireless Communications will commit a time period to resolve all punch list items, and will act to clear up any identified issues. When the punch list is completely resolved, the Orange County representative will be asked to sign a Final Acceptance Completion Certificate. By signing this certificate, Orange County will acknowledge that Wireless Communications, Inc. has satisfied the deliverables described in this statement of work, and has completed the contractual obligations for this project. At such time, the project will be considered as complete, and the warranty period will begin. System Warranty and Service Following system acceptance, a one-year warranty period with 7x24 service will begin for all equipment provided under this contract. This agreement is subject to the service agreement terms and conditions included with this document. Orange County's Responsibilities The following items are the responsibility of Orange County, or its agents: • High speed internet (DSL preferred with Static IP address) access for remote maintenance access; if DSL is PPPoE a router for authentication will be required; • IP Network connectivity between the primary PSAP equipment room and backup PSAP equipment room. Network shall meet Plant CML end-to-end QoS requirements for bandwidth, delay, jitter and loss. Layer 2 with priority queuing. Airbus Communications, Inc. highly recommends dual IP Network connectivity; 20 Orange County E9-1-1 System Wreles Detailed Statement of Work Orange County's Responsibilities • Appropriately sized conduit or cable raceway between 911 equipment room and dispatch room to facilitate installation of VESTA workstation to VESTA switch cables; • Two (2) dedicated single outlet 20A circuit to the equipment room, within six (6) cable feet of the VESTA equipment rack. The termination for this circuit will be with a receptacle TBD and at location to be specified by Wireless. Power should be sourced via emergency generator-backed uninterruptible power supply ("UPS"); • One (1) dedicated 15A circuit into two (2) duplex 5-15R receptacles at each workstation area, at locations specified by Wireless. Power should be sourced via emergency generator-backed uninterruptible power supply ("UPS"); • A sufficiently sized ground bus cable installed between building electrical entrance ground and designated 911 equipment rooms; • One (1) RS-232 interface cable, terminated into a DB-9 male connector, from the CAD system for ANI/ALI transfer. Orange County is also responsible for coordination with CAD vendor for clarification, testing, and modification (if necessary) of CAD communications protocols; • Adequate wall space to mount a finished 4' x 4', 3/4" plywood board within six feet (6') of the VESTA equipment rack location. • Provide required manufacturer approved Netclock system timing; • Provide and/or order the necessary telco facilities, including (but not limited to): o 911 trunks, o admin lines, and The 911 trunks, ALI circuits shall terminate on an RJ-21 block mounted to the plywood board within six feet (6') of the VESTA equipment rack location. Admin lines shall terminate on a separate Type-66 block mounted to the plywood board within six feet (6') of the VESTA equipment rack location. Wireless will assist in the identification of these circuits; • Coordinate scheduling and provide compensation for participants in administrative and telecommunicator end-user training sessions; • Disposal of excess equipment and old 9-1-1 system; • Provide parking for at least two (2) mid-sized vans for equipment delivery, and one (1) mid-sized service van for the implementation period; 21 Orange County E9-1-1 System Wreles Detailed Statement of Work Orange County's Responsibilities • Provide Wireless Communications personnel with timely and accurate decisions and responses to requests for technical, operational, and other information. 22 Orange County E9-1-1 System Wreles Detailed Statement of Work Terms and Conditions Terms and Conditions The following terms and conditions apply to this project and associated contract: A. General A.1. The"Customer" is the end-user or owner of the equipment affected by this Statement of Work, and who will receive the direct benefits from the items in this quotation. The "Client" is the contractor who will provide payment to Wireless Communications, Inc. A.2. This is a non-union Statement of Work. A.3. Wireless Communications, Inc. is an Equal Opportunity Employer. A.4. A Professional Engineer's stamp will not be required by the Customer or Client on any drawings. B. Limits to Quotation and Statement of Work B.1. Pricing is valid only for those items stated within the Statement of Work. Any modifications to the equipment or the statement of work for the original quote must be re- negotiated. B.2. Equipment not described or not stated within this Statement of Work that later requires installation and maintenance will require an additional quote, and the associated costs will be borne by Customer or Client. B.3. Pricing is valid for 90 days from the date of any quote, and will be invalid if the installation does not commence within six months from the date of the quote. When conditions dictate an excessive delay in a system installation then a re-negotiated quote may be required. B.4. Unless specified, this Statement of Work does not include Customer training. B.5. No additional equipment will be installed, other than that listed on the provided equipment list or as described in this Statement of Work. B.6. No costs are included to relocate equipment, other than as specified in the Statement of Work. The impact of any modifications, improvements, relocations, or enhancements to the site, to site furniture, or to other equipment, is outside the scope of this Statement of Work, unless specified. B.7. This Statement of Work does not include project management, or related tasks (e.g., inventory, project oversight, engineering, etc.), unless such services are specifically enumerated in this Statement of Work. B.8. This Statement of Work does not include any spare or backup equipment or services, unless specified in the Statement of Work. C. Site Readiness and Accessibility C.1. All construction, including painting, flooring, ceiling, wall treatments, electrical, and plumbing, will be complete prior to commencement of installation activities. C.2. Wireless Communications will not be responsible for additional trips to ascertain the status of work by others. Site visits precipitated by indications of site readiness from either the Customer or Client, where preconditions for installation have not been met, will be billed to the appropriate party at the prevailing rate. C.3. Installation areas will be dry, well-lit, clear of debris, and secure from unauthorized trespass. C.4. Customer will be required to provide on-site parking for at least one Ford "Econoline"type van. C.5. Installers are to have free access to all work areas either by keys or a Customer escort to stay with them at all times. The Customer bears sole responsibility for compensation of Customer escort(s). C.6. Statement of Work is based on access to all sites as required by Wireless Communications and their assigned subcontractor(s). Deviations to the specified site locations will require revised pricing. C.7. All installation schedules and work will be based upon local weather conditions. C.8. Any stated response time(s) is/are based on access to all sites. Wireless Communications Service Center will not be responsible for delays or additional costs 23 Orange County E9-1-1 System Wreles Detailed Statement of Work Terms and Conditions which arise due to inaccessible sites. C.9. Clear, clean, unobstructed space is provided by the Client or Customer in which to install and mount all equipment. C.1 Connections for all cabling is readily accessible (as defined in the 2002 National Electrical 0. Code)to technicians during installation. D. Customer/Client Responsibilities D.1. Customer is to furnish all AC power and phone lines, and is responsible for all recurrent costs for power and telco service. D.2. The Customer or Client will obtain and provide any required telephone, power, and grounding terminations within four feet of equipment as applicable to make the system operational. Power will include both utility and emergency power. D.3. Cable raceways, conduit, and cable support structures (e.b., cable ladders, ice bridges) required by the NEC and by local codes for cable routing and installation are the responsibility of the Client or Customer, unless specifically included in the Statement of Work. D.4. Penetrations and seals of walls, roofs, flooring (e.g., core drilling), and other barriers as required for cable entry and routing are the responsibility of the Client or Customer, unless specifically included in the Statement of Work. D.5. All permits and/or licenses required for the duration of the contract will be the responsibility of the Customer or Client. D.6. It is assumed that all data provided by the Customer, the Client, their agents, and their vendors, is accurate and reliable. Costs incurred as a result of inaccurate information will be billed to the Client at the prevailing rates. D.7. All documentation will be based upon visual observation of current facilities and upon information documented by Customer or Client. D.8. Additional testing as required by the Customer or Client for acceptance, other than that specified herein, will be charged on a time and material basis, and payment will be the sole responsibility of the Client. D.9. All equipment, hardware, parts, and supplies are the responsibility of the Customer and/or the Client, unless specifically provided for in this Statement of Work. E. Software, Firmware, and Data Entry E.1. This Statement of Work does not include creation of any software or manipulation of any spreadsheets or databases, unless specifically enumerated in this Statement of Work. E.2. Determination of the compatibility, reliability, and appropriateness for the intended use, of any and all versions of software, firmware, or other programs or databases, either affected by, used in, or modified as a result of this statement of work, is the responsibility of the Customer or Client. E.3. The validity of data provided to Wireless Communications, Inc., and subsequently entered into any Customer-owned databases, spreadsheets, or other software applications will be the responsibility of the Customer or the Client. F. Intellectual Property F.1. The statement of work contained herein, and all technical information related to this quotation, is proprietary and confidential to Wireless Communications, and may not be disclosed publicly, privately, or in any manner, to anyone other than the indicated Customer or Client, without the express written permission of Wireless Communications, Inc. F.2. This statement of work, and all attached addenda or documentation, is copyrighted by Wireless Communications, Inc., effective the date shown on the statement of work. G. Payment Schedule G.1. Unless otherwise specified in this SOW, payment to Wireless for the equipment and/or services as described in this SOW will be made per the following milestone schedule: 25%with Customer purchase order, or upon written notice to proceed, with written order, or upon award, as applicable; 25% upon physical delivery to Wireless Communications Inc.; 20% upon physical delivery of equipment to Customer; 20% upon physical installation at Customer premise; and, 10% upon the Customer's final acceptance of the 24 Orange County E9-1-1 System Wreles Detailed Statement of Work system. G.2. Payments are due at completion of each milestone. G.2. Multiple milestone payments may be made simultaneously, so long as both (or all) payments are made at the time the earliest payment is due. Terms and Conditions Revised 10/18/2002 25 Orange County E9-1-1 System Wireles nmunications, inc. Detailed Statement of Work Equipment List Equipment List The following is a complete list of the equipment which will be supplied by Wireless Communications, Inc. under this contract. Incidental materials, such as screws, mounting hardware, wire, and similar items are not included in this list. VESTA 9-1-1 - Side A Qty. Part No. Description VESTA 9-1-1 Geo Diverse Add On License 11 PA-MGD-VSSL GEO-DIV LIC VESTA 9-1-1 - Side B Qty. Part No. Description VESTA 9-1-1 Customer will move TL601 from Side A 1 809800-35064 SYS DIVERSIFICATION FEE 2 04000-01751 TS-4 PORT TERMINAL SVR 4 65000-00182 CBL RJ45-10P/DB25M 4FT VM Server Bundles Customer will move DDS-B and MDS-B to new PSAP Support for V SVR Basic will move from Side A and is current through 7/17/2015 2 06500-00501 2-POST 5U RACK MNT KIT VESTA 9-1-1 Admin Printer 1 64040-60019 PRNTR USB/ETHERNET COLOR Note: Inkjet Color printer. Recommended monthly volume, 7,500 pages. 1 65000-03133 CBL USB SHLD M/M 10FT Network Equipment 1 03800-03030 FIREWALL- MODEM 60CM 1 03800-03031 WAR FIREWALL 60CM 1YR 1 809800-00201 VPN CFG SVCS 2 04000-29616 SWITCH 2960 + CBL 24-PORT 2 04000-29611 WAR 2960 24P 1YR NBD Peripherals & Gateways 26 Orange County E9-1-1 System Wreles nmunications, inc. Detailed Statement of Work Equipment List 2 2213937-1-SR1 FXO GATEWAY 8-PORT 2 2213939-1-SR1 FXS GATEWAY 8-PORT 4 04000-00176 SW SPT ANALOG GATEWAY 1YR Rack& Peripheral Equipment Customer provides Monitor and will move (1) TS4 from Side A 1 61000-409605MGT WKST MGMT ESXI 1 Synnex 191n Monitor 1 863014-00103 PERIPHERAL VIRTUAL KIT 1 06500-55053 EQUIPMENT RACK 191N 1 64021-10025 KYBD/MOUSE BNDL 1 04000-004B4 KVM 4-PORT SWITCH 1 04000-00607 CBL KVM USB CONSOLE 4 04000-60611 CBL KVM USB 10FT 1 04000-RMM19 BRKT 191N RACK MTG/ARBITR VESTA 9-1-1 CommandPOST System Qty. Part No. Description VESTA 9-1-1 CommandPOST System VESTA Prime-Standard Operations 7 PS-OPR-VSSL VPRIME PER SEAT LIC 7 SS-OPR-VSSL-1Y SPT VPRIME 1YR Geo Diverse Add On License 7 PA-MGD-VSSL GEO-DIV LIC CommandPOST Hardware 7 61050-G409601 LAPTOP ZBOOK15 W7 7 04000-00486 LAPTOP DOCKING STATION 7 Synnex 22in Touchscreen Monitors 7 64021-10025 KYBD/MOUSE BNDL 7 64007-50016 KEYPAD 24KEY USB 12FT CBL 7 853004-00301 CPOST SAM HDWR KIT 7 809800-35109 R4 IWS CFG 7 809800-35108 R4 IWS STG FEE ESinet Interface Module (EIM) 7 873090-11102 R4 LIC EIM RFAI MOD 7 809800-01116 R4 LIC EIM RFAI SPT 1YR 2 03800-03040 FIREWALL MODEM 60D 2 03800-03041 WAR FIREWALL 60D 1YR 2 809800-00200 CFG NTWK DEVICE 40 809800-17101 FIELD ENG-PRIMARY VESTA 9-1-1 IRR Module 27 Orange County E9-1-1 System Wreles nmunications, inc. Detailed Statement of Work Equipment List 7 873099-00502 R4 IRR LIC/DOC/MED 7 809800-35110 R4 IRR SW SPT 1YR VESTA 9-1-1 CDR Module 7 873099-01102 R4 CDR PER SEAT LIC Managed Services Qty. Part No. Description Monitoring &Response Activation Fee At Side A Monitoring &Response License Fees Move (1) Server License from Side A for DDS-B Server, Move (1) Workstation License and Support for Virtual Machine, Move(1) IP License and support for MDS-B server. 1 871499-01211 M&R 3.0 WKST LIC Note: Includes (1) Management Console 10 871499-01210 M&R 3.0 IP DEVICES LIC Note: Includes (4) Gateways, (1) Firewall, (2) Fire walls for EIM, (1) 2TB NAS Device, (2) Cisco Switches, Monitoring &Response Support Fees (1) Server support, (1) Workstation Support and (1) IP Support will transfer from Side A and are current until 7/17/2015. 1 809800-16161 M&R 3.0 WKST SRVC 1YR 10 809800-16166 M&R 3.0 IP DEV SRVC 1YR Wireless Communications Services Qty. Part No. Description 1 Wireless Shipping 1 Wireless Installation 64 809800-17101 FIELD ENG-PRIMARY 1 Spectracom NetClock Command Center Package