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HomeMy WebLinkAbout2019-093-E AMS - Mobile Communications Vesta DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 [Departmental Use Only] TITLE Vesta FY 18-19 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 15th day of February, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Mobile Communications America Inc, (hereinafter, the 'Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Project management services and removal of the Primary PSAP Vesta 9-1-1 equipment, and system A side server for remediation cleaning and installation of the same equipment once the facility has been remodeled Quotation 444000131 and Quotation 444000130, both dated 1-13- 2019 ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards Revised 12/18 1 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Project management services and removal of the Primary PSAP Vesta 9-1-1 equipment, and system A side server for remediation cleaning and installation of the same equipment once the facility has been remodeled Quotation 444000131 and Quotation 444000130,both dated 1-13-2019 4. Duration of Services a. Term. The term of this Agreement shall be from February 15, 2019 to July 15, 2019. Revised 12/18 2 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 15, 2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Sixty Seven Thousand, Four Hundred Thirty-One Dollars ($67,431.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountVnc.gov/departments/purchasing division/contracts.php). If Revised 12/18 3 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a Revised 12/18 4 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. 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 state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at hqp://www.oran eg countync. og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended Revised 12/18 5 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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. i. Si ng atures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:AMS M bile Communications P.O. Box 8181 America, Inc. Hillsborough,NC 27278 315 Kitty Hawk Drive M rrisville,NC 27560 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: �akkit.�{euuwt 2/19/2019 r�ta�� } 2/11/2019 By' QQ,�,..�,,, '�'`� By: County Manager Mobile Communications America, Inc. Ron Bolt, General Manager Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 MOBILE COMMUNICATIONS AMERICA, INC. 315 KITTY HAWK DR M one: 91 -78 08 27560 MOBILE Phone: 919-786-0891 Fax: COMMUNICATIONS - AMERICA QUOTATION Page 1 444000130 Bill To: Ship To: ORANGE COUNTY EMERGENCY SERVICES ORANGE COUNTY EMERGENCY SERVICES DEPT OF PURCH & CENTRAL SERV LYSA MAY,A/P P O BOX 8181 PURCH & CENTRAL SERV HILLSBOROUGH, NC 27278 510 MEADOWLANDS DR DEPT OF HILLSBOROUGH, NC 27278-8504 Date: 01/13/2019 Customer Rep:Bruce Williams Terms: NET 30 DAYS Qty Item Description U/M Unit Price Extended 1 *MISC-NONSTOCK This quote is for removal of the Vesta 9-1-1 system A EA side server and installation of the A side server at the Backup PSAP following remediation cleaning process. 1 FT-FR FIELD TECH LABOR FLAT RATE EA 1,500.00 1,500.00 Quote valid for 30 days from date above Please contact customer representative by phone or email with any questions: Subtotal : $1,500.00 Customer Rep:Bruce Williams Tax : $112.50 Phone#: Total Quote : $1,612.50 Email: brucewilliams@callmc.com Effective August 1, 2018, all credit card payments are subject to a 2%convenience fee DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 TERMS THESE TERMS AND CONDITIONS APPLY TO ALL TRANSACTIONS. LEASES,CONDITIONAL SALES,CHATTEL MORTGAGES,RETAIL INSTALLMENT CONTRACTS,AND RENTAL AGREEMENTS MAY CONTAIN APPLICABLE TERMS AND CONDITIONS PRINTED THEREI 1. ACCEPTANCE. This document is an offer by the Buyer,which will become a contract when acknoledged in writing by Mobile Communications America and the banking negotiation or other use of the down payment shall not constitute an acceptance hereof by Mobile Communications America(Seller hereinafter). It is agreed that sales are made only on the terms and conditions herein. Seller shall not be bound by terms and conditions in Buyer's purchase order or elsewhere unless expressly agreed to in writing. In the absence of written acceptance of these terms,acceptance of or payment for purchases hereunder shall constitute an acceptance of these terms and conditions. Any contract evidenced by this document is assigned to Mobile Communications America. 2. DEFINITIONS. All references to Seller herein shall mean Mobile Communications America,and all references to Buyer shall mean the Customer named in the attached document. 3. SHIPPING AND HANDLING. Shipping and Handling charges when shown separately in the attached document include(prepaid)domestic surface and airfreight which will be included on the invoice(e.g.,UPS,Parcel Post,Common Carrier). Freight charges are subject to frequent changes and in considerations of Seller's agreement to hold to the charges stated,Buyer agrees to pay such amount without regard to the actual charges applicable at the time of shipment. It is understood that Seller will not have to provide Buyer with any copies of carrier freight bills 4. DELIVERY AND TITLE. Unless otherwise stated on the attached form,all deliveries are FOB Seller's business location. Shipping and delivery dates are best estimates only. Seller reserves the right to make deliveries in installments and the contract will be severable as to such installments. Delivery delay or default of any installment shall not relieve the Buyer of its obligation to accept and to pay for remaining deliveries. Claim for shipment shortage shall be deemed waived unless presented to Mobile Communications America in writing within forty-five(45)days of delivery of each shipment. IN NO EVENT SHALL MOBILE COMUNICATIONS AMERICA BE LIABLE FOR INCREASED COSTS,LOSS OF PROFITS OR GOOD WILL OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES due to late or non-delivery of products. Title to products sold shall pass to Buyer at the FOB point. Seller shall retain a security interest and the right of possession in the products until Buyer makes full payment. Buyer agrees to cooperate in whatever manner necessary to assist Seller in perfection on said security interest upon request. 5. COMMERCIAL WARRANTY. Mobile Communications America provides no warranty for products sold unless otherwise noted in writing on the attached form. Manufacturers of products sold provide warranties of varying periods and coverage. Written copies of manufacturer's warranties are available upon request. 6. EQUIPMENT PERFORMANCE. Because each radio system is unique,Seller disclaims liability for range,coverage,or operation of the system as a whole except by a separate written agreement by an officer of the Seller. 7. PAYMENT. The Buyer shall make payment in accordance with the terms stated on the attached document at Mobile Communications America,P.O.Box 37904,Dept.#125, Charlotte,NC,28237-7904 or at such other place as Mobile Communications America may designate. Payment shall be made upon delivery unless stated otherwise on the attached document. 8. TAXES. Except for the amount,if any,of state and local tax stated on the attached document,the prices set forth herein are exclusive of any amount for Federal,State, and/or local excise,sales,use,property,retailer's occupation,or similar taxes. If any such excluded tax is determined to be applicable to this transaction or if Seller is required to pay or bear the burden thereof,the prices set forth herein shall be increased by the amount of such tax and any interest or penalty thereon,and the Buyer shall pay to the Seller the full amount of any such increase no later than ten(10)days after receipt of an invoice therefore. 9. TERMINATION AND CANCELLATION A. Seller shall not be liable for any delay or failure to perform due to any cause beyond its control. Causes include,but are not limited to,strikes,acts of God,acts of the Buyer,interruptions of transportation or inability to obtain labor,materials,or facilities,default of any supplier,or delays in FCC frequency authorization or license grant. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any excusable delay. In the event Seller is unable to wholly or partially perform because of any cause beyond its control,Seller may terminate any contract without liability to the Buyer. B. Buyer may by written notice to Seller within fifteen(15)days of the date hereof cancel any contract arising hereunder,for other than the default of the Seller and at Seller's convenience,in which event Buyer shall pay Seller twenty percent(20%)of the total price of all products and accessories listed on the attached document as a restocking charge. 10. TECHNICAL ASSISTANCE. Warranties shall not be enlarged and no obligation or liability shall arise out of Seller's rendering of technical advice,facilities,or service in connection with Buyer's purchase of the products furnished. 11. FCC MATTERS. The Buyer is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission(FCC)and for complying with FCC rules and with the rules and regulations fo any other federal,state,or local regulatory agency. Neither Seller nor any of its employees is an agent or representative of the Buyer in FCC matters or otherwise. Seller,however,may assist in the preparation of the license application. 12. CONTROLLING LAW. This document and the rights and duties of the parties shall be governed and interpreted according to the laws of the State of North Carolina. 13. FINAL ACCEPTANCE. Failure to make a claim within five(5)days after receipt of each product covered hereby shall constitute an irrevocable acceptance thereof. 14. LIMITATION OF LIABILITY. Seller's total liability is limited to the total price of the products sold hereunder. Buyer's sole remedy is to request Seller at Seller's option to either refund the purchase price,or to repair or replace products that are not as warranted. In no event will Seller be liable for incidental or consequential damages. No action shall be brought for any breach of this contract more than one(1)year after the accrual of such cause of action except for money due upon open account. 15. WAIVER. The failure of Seller to insist in any one or more instances,upon the performance of the terms,covenants,or conditions herein,or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term,covenant,or conditions or the future exercise of such right,but the obligation of the Buyer with respect to such future performance shall continue in force and effect. 16. GENERAL A. Buyer acknowledges that it has read and understands these terms and conditions and agrees to be bound by them,that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals,oral or written,and all other communications between the parties relating to the subject matter hereof. B. No modification hereof shall be binding upon Seller unless such modification is in writing signed by a duly authorized representative of Seller. C. If any part is contrary to,prohibited by,or deemed invalid under the applicable laws or regulations,such provision shall be deemed omitted to the extent so contrary prohibited or invalid,but remainder shall not be invalidated and shall be given effect so far as possible. IMPORTANT DIRECT INQUIRIES ABOUT THIS PROPOSAL/ORDER TO MOBILE COMMUNICATIONTS AMERICAAT 4800 REAGAN DR., CHARLOTTE, NC 28206. PLEASE SPECIFY SALES ORDER NUMBER Proposal is valid for 30 days from date above. Delivery Lead Time Available Upon Request 20% Re-stocking Fee on All Returns Maintenance Contracts are Available This Proposal is Subject to Mobile Communications America Standard Terms and Conditions (see attachment) ThankYouforChoosingMobile Comm unicationsAmerica ! DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 MOBILE COMMUNICATIONS AMERICA, INC. 315 KITTY HAWK DR M one: 91 -78 08 27560 MOBILE Phone: 919-786-0891 Fax: COMMUNICATIONS - AMERICA -� QUOTATION Page 1 444000131 Bill To: Ship To: ORANGE COUNTY EMERGENCY SERVICES ORANGE COUNTY EMERGENCY SERVICES DEPT OF PURCH & CENTRAL SERV LYSA MAY,A/P P O BOX 8181 PURCH & CENTRAL SERV HILLSBOROUGH, NC 27278 510 MEADOWLANDS DR DEPT OF HILLSBOROUGH, NC 27278-8504 Date: 01/13/2019 Customer Rep:Bruce Williams Terms: NET 30 DAYS Qty Item Description U/M Unit Price Extended 1 *MISC-NONSTOCK This quote is for Project Management services and EA removal of the Primary PSAP Vesta 9-1-1 equipment for remediation cleaning and installation of the same equipment once the facility has been remodeled. 1 *MISC-NONSTOCK Project Management Services EA 10,000.00 10,000.00 1 FT-FR FIELD TECH LABOR FLAT RATE EA 44,989.76 44,989.76 1 *MISC-NONSTOCK TEAR DOWN AND RE-INSTALLATION OF EXISTING EA 6,236.25 6,236.25 WATSON CONSOLES, BASED ON TWO SEPARATE TRIPS. **DOES NOT INCLUDE STORAGE OR RE-LOCATION TO OFF-SITE STORAGE** Quote valid for 30 days from date above Please contact customer representative by phone or email with any questions: Subtotal : $61,226.01 Customer Rep:Bruce Williams Tax : $4,591.95 Phone#: Total Quote : $65,817.96 Email: brucewilliams@callmc.com Effective August 1, 2018, all credit card payments are subject to a 2%convenience fee DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 TERMS THESE TERMS AND CONDITIONS APPLY TO ALL TRANSACTIONS. LEASES,CONDITIONAL SALES,CHATTEL MORTGAGES,RETAIL INSTALLMENT CONTRACTS,AND RENTAL AGREEMENTS MAY CONTAIN APPLICABLE TERMS AND CONDITIONS PRINTED THEREI 1. ACCEPTANCE. This document is an offer by the Buyer,which will become a contract when acknoledged in writing by Mobile Communications America and the banking negotiation or other use of the down payment shall not constitute an acceptance hereof by Mobile Communications America(Seller hereinafter). It is agreed that sales are made only on the terms and conditions herein. Seller shall not be bound by terms and conditions in Buyer's purchase order or elsewhere unless expressly agreed to in writing. In the absence of written acceptance of these terms,acceptance of or payment for purchases hereunder shall constitute an acceptance of these terms and conditions. Any contract evidenced by this document is assigned to Mobile Communications America. 2. DEFINITIONS. All references to Seller herein shall mean Mobile Communications America,and all references to Buyer shall mean the Customer named in the attached document. 3. SHIPPING AND HANDLING. Shipping and Handling charges when shown separately in the attached document include(prepaid)domestic surface and airfreight which will be included on the invoice(e.g.,UPS,Parcel Post,Common Carrier). Freight charges are subject to frequent changes and in considerations of Seller's agreement to hold to the charges stated,Buyer agrees to pay such amount without regard to the actual charges applicable at the time of shipment. It is understood that Seller will not have to provide Buyer with any copies of carrier freight bills 4. DELIVERY AND TITLE. Unless otherwise stated on the attached form,all deliveries are FOB Seller's business location. Shipping and delivery dates are best estimates only. Seller reserves the right to make deliveries in installments and the contract will be severable as to such installments. Delivery delay or default of any installment shall not relieve the Buyer of its obligation to accept and to pay for remaining deliveries. Claim for shipment shortage shall be deemed waived unless presented to Mobile Communications America in writing within forty-five(45)days of delivery of each shipment. IN NO EVENT SHALL MOBILE COMUNICATIONS AMERICA BE LIABLE FOR INCREASED COSTS,LOSS OF PROFITS OR GOOD WILL OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES due to late or non-delivery of products. Title to products sold shall pass to Buyer at the FOB point. Seller shall retain a security interest and the right of possession in the products until Buyer makes full payment. Buyer agrees to cooperate in whatever manner necessary to assist Seller in perfection on said security interest upon request. 5. COMMERCIAL WARRANTY. Mobile Communications America provides no warranty for products sold unless otherwise noted in writing on the attached form. Manufacturers of products sold provide warranties of varying periods and coverage. Written copies of manufacturer's warranties are available upon request. 6. EQUIPMENT PERFORMANCE. Because each radio system is unique,Seller disclaims liability for range,coverage,or operation of the system as a whole except by a separate written agreement by an officer of the Seller. 7. PAYMENT. The Buyer shall make payment in accordance with the terms stated on the attached document at Mobile Communications America,P.O.Box 37904,Dept.#125, Charlotte,NC,28237-7904 or at such other place as Mobile Communications America may designate. Payment shall be made upon delivery unless stated otherwise on the attached document. 8. TAXES. Except for the amount,if any,of state and local tax stated on the attached document,the prices set forth herein are exclusive of any amount for Federal,State, and/or local excise,sales,use,property,retailer's occupation,or similar taxes. If any such excluded tax is determined to be applicable to this transaction or if Seller is required to pay or bear the burden thereof,the prices set forth herein shall be increased by the amount of such tax and any interest or penalty thereon,and the Buyer shall pay to the Seller the full amount of any such increase no later than ten(10)days after receipt of an invoice therefore. 9. TERMINATION AND CANCELLATION A. Seller shall not be liable for any delay or failure to perform due to any cause beyond its control. Causes include,but are not limited to,strikes,acts of God,acts of the Buyer,interruptions of transportation or inability to obtain labor,materials,or facilities,default of any supplier,or delays in FCC frequency authorization or license grant. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any excusable delay. In the event Seller is unable to wholly or partially perform because of any cause beyond its control,Seller may terminate any contract without liability to the Buyer. B. Buyer may by written notice to Seller within fifteen(15)days of the date hereof cancel any contract arising hereunder,for other than the default of the Seller and at Seller's convenience,in which event Buyer shall pay Seller twenty percent(20%)of the total price of all products and accessories listed on the attached document as a restocking charge. 10. TECHNICAL ASSISTANCE. Warranties shall not be enlarged and no obligation or liability shall arise out of Seller's rendering of technical advice,facilities,or service in connection with Buyer's purchase of the products furnished. 11. FCC MATTERS. The Buyer is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission(FCC)and for complying with FCC rules and with the rules and regulations fo any other federal,state,or local regulatory agency. Neither Seller nor any of its employees is an agent or representative of the Buyer in FCC matters or otherwise. Seller,however,may assist in the preparation of the license application. 12. CONTROLLING LAW. This document and the rights and duties of the parties shall be governed and interpreted according to the laws of the State of North Carolina. 13. FINAL ACCEPTANCE. Failure to make a claim within five(5)days after receipt of each product covered hereby shall constitute an irrevocable acceptance thereof. 14. LIMITATION OF LIABILITY. Seller's total liability is limited to the total price of the products sold hereunder. Buyer's sole remedy is to request Seller at Seller's option to either refund the purchase price,or to repair or replace products that are not as warranted. In no event will Seller be liable for incidental or consequential damages. No action shall be brought for any breach of this contract more than one(1)year after the accrual of such cause of action except for money due upon open account. 15. WAIVER. The failure of Seller to insist in any one or more instances,upon the performance of the terms,covenants,or conditions herein,or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term,covenant,or conditions or the future exercise of such right,but the obligation of the Buyer with respect to such future performance shall continue in force and effect. 16. GENERAL A. Buyer acknowledges that it has read and understands these terms and conditions and agrees to be bound by them,that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals,oral or written,and all other communications between the parties relating to the subject matter hereof. B. No modification hereof shall be binding upon Seller unless such modification is in writing signed by a duly authorized representative of Seller. C. If any part is contrary to,prohibited by,or deemed invalid under the applicable laws or regulations,such provision shall be deemed omitted to the extent so contrary prohibited or invalid,but remainder shall not be invalidated and shall be given effect so far as possible. IMPORTANT DIRECT INQUIRIES ABOUT THIS PROPOSAL/ORDER TO MOBILE COMMUNICATIONTS AMERICAAT 4800 REAGAN DR., CHARLOTTE, NC 28206. PLEASE SPECIFY SALES ORDER NUMBER Proposal is valid for 30 days from date above. Delivery Lead Time Available Upon Request 20% Re-stocking Fee on All Returns Maintenance Contracts are Available This Proposal is Subject to Mobile Communications America Standard Terms and Conditions (see attachment) ThankYouforChoosingMobile Comm unicationsAmerica ! DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 A C R e DATE(MMIDD/YYYY) _ CERTIFICATE OF LIABILITY INSURANCE 612 112 01 8 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions Of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). ONTACT PRODUCER Stephens Insurance, LLC NAME Stephanie Jones 111 Center Street, Suite 100 A"°N o 501 377-3445 FAX No; 501 210-4627 Little Rock, AR 72201 E-MAIL ADDRESS: Ste hanie.Jones Ste hens.com INSURER(S)AFFORDING COVERAGE NALC 0 www.stephens.com INSURERA: Massachusetts Bay Insurance Company 22306 INSURED INSURER B. The Hanover Insuranoe Company_ 22292 Mobile Communications America, Inc. INSURERC: Allmerica Financial Benefit Insurance Co 41640 & Subsidiaries 885 Cripple Creek INSURERD; _ Lawrenceville GA 30043 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER.- 43742355 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TFRM OR CONDITION ❑F ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSl1BR POLICYNUMBER IVPIMIDDIYYYY MM?DDOLICYEFF Y EXP LTR 7YYYY LIMITS A V COMMERCIAL GENERAL LIABILITY TDT-D351274-01 8/23/2018 8/23/2019 EACH OCCURRENCE $1 000 000 CLAIMS-MADE F OCCUR PREMiS S Ea ocrurcence $100 000 MED EXP(Any one person) $10 000 PERSONAL&ADV INJURY $1 000 000 GERLAGGREGATELI MIT APPLIES PER: GENERAL AGGREGATE $2.000,000 POLICY[7]jR O- LOC PRODUCTS-COMPIOP AGG s2,000,000 OTHER' $ A AUTOMOBILELIABILITY ADT-D342535-01 8/23/2018 8/23/2019 CO BINEDISINGELIMIT $1040000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY OSHIRED NON-OWNEO pROPERTYOAMAGE $ AUTOS ONLYLAUT AUTOS ONLY Per aoddentGara ekes eal Llabilitv $ B UMBRELLA LIAR M,/ OCCUR UHT-0351276-01 8/23/2018 8/23/2019 EACH OCCURRENCE $10 000 000 EXCESS I. CLAIMS-MADE Commercial Follow AGGREGATE $10 000 000 DE❑ I VI RETENTIONsNII I Form Policy $ C WORKERS COMPENSATION W2D-D343901-01 8/23/2018 8/23/2019 �/ STATUTE ER AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE YIN NIA E.L.EACH ACCIDENT $1 000 000 OFF ICERIMEMSERIXCLUDE67 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ I}yes,dSecribe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1 OOO OOO B Professional Liability LHT-D351277-01 8/23/2018 8/23/2019 Each Claim Limit$2,000.000 Aggregate Limit$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 1e1,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Orange County Emergency Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE PO Box 81 S 1 ACCORDANCE W THTHE POL CYPROVISION WILL BE DELIVERER IN 200 S Cameron Street Hillsborough NC 27278 AUTH0RrZUDREPRESENTATiVE Sian Payne ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and Toga are registered marks of AGOR❑ 43742355 I ]g119 Master Certificate I Stephanie Jones 18/21/2618 5;3903 PM {CI]TI I Page 1 vP 2 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 AGENCY CUSTOMER ID: LOC#: A�Q�l7� ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Stephens Insurance, LLC Mobile Subs diaries cafions America,Inc. POLICY NUMBER 885 Cripple Creek Lawrenceville GA 30043 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE:Certificate of Liability(03/16) HOLDER:Orange County Emergency Services ADDRESS:PO Box a181 200 S Cameron Street Hillsborough NC 27278 ADDITIONAL NAMED INSUREDS Amerizon of North Carolina, LLC DBA Amerizon Wireless DBA Carter Electronic Service Company DBA Communications & Electronics DBA Communication Service DBA Communications Specialists of Columbia SC DBA East Georgia Communications DBA First Communications DBA First Georgia Communications DBA Infinity Technology Distributors & Consulting 5 DBA Mobile Communications Albany DBA Mobile Communications Athens DBA Mobile Communications Columbus DBA Mobile Communications of Charleston DBA Mobile Communications Valdosta DBA Seamless Mobility Solutions DBA Ward Bell Communications DBA Wireless Communications Infinity Technology Solutions, LLC Mobile Communications of Dekalb, Inc. Mobile Communications of Hall, LLC Mobile Communications of the Carolinas, LLC DBA Myrtle Beach Communications ACORD 101 (2008101) G 200B ACORD CORPORATION. All rights reserved. The AGORD name and logo are registered marks of ACORD ATTACHMENT 4374Z355 118119 Master Certifioata I Stephanie Sane& 18/21/2018 5;39;03 PM (CDT) I Fag- 2 0£ 2 DocuSign Envelope ID:OOFD3321-7305-45B3-A55A-6724FOEOA6C5 Stephens Insurance,LLC 11 i Center Street,Suite 100 Little Rock,AR 72201 MAIL DOCUMENT fsurei st Orange County Emergency Services Sender: Stephanie Jones PO Box 8181 Phone: 1-800-643-9691 200 S Cameron Street Hillsborough NC 27278 Subject: Cert No.43742355-Certificate of Liability:Mobile Communications America,Inc.- Date: 8/21/2018 No. of Pages: 3 URL: www,stephens.com The attached or linked document{s7 contain certification of insurance coverage for the insured named in the subject above.Your company is listed as the organization requesting receipt of these documents. If you have any questions regarding the content of this message, you should contact the Producer/ Agency listed on the attached/linked documents. THIS MESSAGE IS INTENDED FOR THE USE OF THE INDIVIDUAL OR ENTTY TO WHICH IT IS ADDRESSED AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED,CONFIDENTIAL AND EXEMPT FROM DISCLOSURE UNDER APPLICABLE LAW.IF THE READER OF THE MESSAGE IS NOT THE INTENDED RECIPIENT,OR T14E EMPLOYEE OR AGENT RESPONSIKE FOR DELIVERING THE MESSAGE TO THE INTENDED RECIPIENT,YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION,DISTRIBUTION OR COPYING OF THIS COMMUNICATION 1S STRICTLY PROHIBITED.IF YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR,PLEASE NOTIFY US IMEDIATELY BYTELEPH ONE,AND RETURN THE ORIGINAL MESSAGE TO US AT THE ABOVE ADDRESS VIA REGULAR POSTAL SERVICE. Certificate of Insurance DBGvered by ecertsonfineT"'Insurance Visions,Inc.All rights reserved.