HomeMy WebLinkAboutAgenda 03-07-24; 8-f - Procurement of Automated Fire-EMS Alerting System and Approval of Budget Amendment #6-B 1
ORD-2024-005
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: March 7, 2024
Action Agenda
Item No. 8-f
SUBJECT: Procurement of Automated Fire-EMS Alerting System and Approval of Budget
Amendment #6-B
DEPARTMENT: Emergency Services
ATTACHMENT(S): INFORMATION CONTACT:
1. US Digital Designs Contract Kirby Saunders, Emergency Services
2. Year-to-Date Budget Summary Director, 919-245-6123
Christopher Ward, Division Chief—
Public Safety Communications, 919-
245-6139
PURPOSE: To approve the purchase of an automated Fire/EMS alerting system for the County's
primary and backup Public Safety Communications Centers, and to approve Budget Amendment
#6-B to provide for the total cost of the system.
BACKGROUND: For many years, Orange County has relied on a manual process to alert fire
and emergency medical services (EMS) response personnel to emergency calls through multiple
radio resources. The current process is cumbersome, time consuming, and prone to human error.
Emergency Services desires to implement a system to automate this process. Doing so will
reduce Public Safety Telecommunicator workload, reduce the frequency of human dispatch
errors, and improve public safety response times through shortening the time necessary to
dispatch an emergency call.
Emergency Services staff have reviewed and selected the Phoenix G2 alerting system from US
Digital Designs using the competitively bid Houston-Galveston Area Council (H-GAC) contract
(Contract# EC07-23). Fully redundant systems would be installed at both the primary and backup
Public Safety Communications Centers. The systems are completely compatible with the alerting
technology used by the County's public safety partner agencies today while supporting other more
advanced alerting technology that may be adopted by those partner agencies later. This system
is already in use in several other North Carolina localities.
FINANCIAL IMPACT: The total cost of the project is $115,030.03. The NC 911 Board has
approved in writing the use of Emergency Telephone System Funds for the entire cost of the
project.
Budget Amendment #6-B appropriates available fund balance from the County's 911 Emergency
Telephone System Fund to cover the expenditures, and amends the 911 Emergency Telephone
System Fund Ordinance:
2
911 Emergency Telephone System Fund($115,031) -Fund 35
Revenues for this project:
Current FY 2023-24 FY 2023-24
FY 2023-24 Amendment Revised
Subscriber Fees $578,160 $0 $578,160
Appropriated Fund Balance $19,900 $115,031 $134,931
Total Project Funding F $598,060 $115,031 $713,091
Appropriated for this project:
Current FY 2023-24 FY 2023-24
FY 2023-24 Amendment Revised
911 Emergency Telephone System Fund $598,060 $115,031 $713,091
Total Costs $598,060 $115,031 $713,091
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to
this 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.
The implementation of this alerting system will reduce fire and EMS response times by reducing
the time necessary to dispatch emergency calls for service.
ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal
impact associated with this item.
RECOMMENDATION(S): The Manager recommends that the Board:
1. Approve the purchase of the US Digital Designs Phoenix G2 Alerting System and authorize
the Manager to sign the contract and any amendments or extensions to the contract; and
2. Approve Budget Amendment #6-B.
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[Departmental Use Only]
TITLE USDD FSA
FY 24
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 9th day of
January, 2024, ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Honeywell
International Inc. through its US Digital Designs group, (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): Hardware, software, installation, testing, and training
for the Phoenix G2 Fire Station Alerting System to be installed in the Primary and
Backup Public Safety Answering Points for Orange County, NC Emergency
Services.
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
of this type of Provider practice throughout the United States and in accordance
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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 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 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) Should any documents, exhibits, or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the
terms of such referenced documents, exhibits.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out or fulfilled by other contractors, and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost. All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation. If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project. One such redesign
is included within Basic Services. If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign.
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3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Provision of hardware, software, installation,
testing, and training for the Phoenix G2 Fire Station Alerting System in accordance with
the attached Scope of Work, Proposal # NC_ORAN001 and in accordance with the
terms and conditions therin as well as those described in the attached cooperative
purchasing agreement between Honeywell International, Inc. and the Houston-Galveston
Area Council.
4. Duration of Services
a. Term. The term of this Agreement shall be from January 9th 2024 to June 30th, 2025.
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 January 9th,
2024.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed One Hundred Fifteen Thousand
Thirty and 3/100 Dollars ($115,030.03). Payment for satisfactorily performed 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
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a. Cooperation and Coordination. The County has designated (Christopher Ward) to act
as the County's representative with respect to the Project who shall have the authority to
render decisions within guidelines established by the County Manager or the County
Board of Commissioners and who 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.orangecountync.gov/departments/purchasing division/contracts.php). If
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. To the extent authorized by North Carolina law 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
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written notice of its intent to terminate this Agreement for cause. Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County. Both parties shall
remain responsible for all payment and performance due up to the receipt of such notice,
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
obligations.
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. Upon request of the County, the Provider shall submit to County all
relevant documentation, including but not limited to, job cost records, to support
its claims for final compensation.
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
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,
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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
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 or 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 or 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.
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In the event of a change in the County's statutory authority, mandate or mandated
functions, by state 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. Signatures. 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 11 A 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:Christopher Ward U.S. Digital Designs
P.O. Box 8181 1835 E 6th St., Ste. 27
Hillsborough,NC 27278 Tempe, AZ 85281
[SIGNATURE PAGE TO FOLLOW]
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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:
By: By:
Bonnie Hammersley, County Manager
Asim Akram, General Manager
Printed Name and Title
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t4t LO�
1 �
US DIGITAL DESIGns
by Honeywell
Quotation to:
Orange County, NC
Orange County
Project:
G2 Fire Station Alerting System
Two(2) Dispatch System
Proposal number:
NC_ORAN001
Revision#
2
Pricing protected pursuant to the Master Price Agreement entered into between Houston-Galveston Area
Council(H-GAC)and Honewyell International,Inc.dba US Digital Designs by Honeywell,and made available
to members ofthe Houston-Galveston Area Council. More information is available at: https://hgacbuy.org
Quote Date:
08-Jan-2024
Quote Expires:
31-Mar-2024
INSTALLATION BY:
N/A
N/A
By:
Phillip Lathrop
Project Manager
US Digital Designs, Inc.
1835 E Sixth St#27
Tempe, AZ 85281
804-317-5229 (mobile)
Phillip.lathron(i�honeywell.com
[This Proposal is subject to corrections due to Errors or Omissions]
PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 18
12
US DIGITAL DESIGnS QUOTE
1835 E.Sixth St.Suite#27
Tempe,Arizona 85281
877-551-8733 te/ 480-290-7892 fax DATE: 1/8/24
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Expires: 3/31124
Quote SUBMITTED TO:
Orange County,NC
Orange County
NC ORAN001 v2 PRIMARY-DISPATCH-LEVEL
PRIMARY DISPATCH G2 FSA SYSTEM
Dispatch center costs typically only need to be assumed once per dispatching agency,no matter how many stations are
dispatched(unless redundant centers or further modifications are needed).
DISPATCH SYSTEM INTERFACES
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
Radio System Interface(Full
Console Interface)-(Requires owner-
DO LOT USDD 0 fumished,dedicated,console- RSI-P $ 13,650.00 $ 12,285.00
specifically and solely tasked for
Station Alerting)
CAD Interface-Central Square One
Solution(USDD-side Only-
Dl2 LOT CAD 1 Customer responsibility to discuss CADI-P $ 14,250.00 $ 12,825.00 12,825.00
CAD-side costs(if any)with their
vendor
DISPATCH SYSTEM COMPONENTS
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 Communications Gateway Pair
DC1 PR USDD 1 (Hardware for CAD interface)2@1 RU G2-GW $ 12,510.00 $ 11,259.00 11,259.00
each (2RU Total)
G2 Gateway Audio Radio Interface
DC2a Kit USDD 3 (GaRi)-Kitted with Flange-Mount, GaR12 $ 2,817.50 $ 2,535.75 7,607.25
Rack-Mount Adapter Available if
needed
DC2b Kit USDD 0 Rack-Mount Adapter Plate-Mounts GaR12-RMP $ 65.00 $ 58.50 -
(up to)2 GaRl2s in 19" Rack
DC3 Kit USDD 0 G2 HDTV REMOTE Module(TV& TVR $ 1,121.50 $ 1,009.35
Electrical Outlet by Others)
DC4 Kit USDD 0 G2 Light Tower Interface LTI $ 675.00 $ 607.50
DISPATCH SYSTEM SERVICES
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
DS1 HR USDD 50 Gateway Configuration& GW-CM $ 373.75 $ 336.38 16,818.75
Modifications
Gateway Installation/On-Site BY
IDS2a LOT USDD 1 USDD(with direct coordinated GW-1-0 $ 1,006.25 $ 905.63 905.63
assistance by authorized customer
CAD, Radio&IT personnel)
PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 2 of 18
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Gateway Installation/BY
DS2b LOT USDD 0 CUSTOMER(with REMOTE GW-I-C $ 375.00 $ 337.50
ASSISTANCE by USDD Personnel)
Gateway Start-Up/On-Site BY
DS3 LOT USDD 1 USDD(with direct coordinated GWSU-O $ 6,813.75 $ 6,132.38 6,132.38
assistance by authorized customer
CAD, Radio&IT personnel)
DS4 LOT USDD 1 Gateway Project Management GW-PM $ 565.99 $ 509.39 509.39
Training-System Administrator/
DS5a LOT USDD 1 Dispatch Supervisor-On-Site(4 TRA-DIS-O $ 5,008.75 $ 4,507.88 4,507.88
Hours)
Training-System Administrator/
DS5b LOT USDD 0 Dispatch Supervisor-Remote TRA-DIS-R $ 1,523.75 $ 1,371.38
Refresh (4 Hours)
Training-Station-Level
DS6a LOT USDD 0 Configuration and Equipment TRA-STA-0 $ 5,008.75 $ 4,507.88
Usage-On-Site(4 Hours)
Training-Station-Level
DS6b LOT USDD 0 Configuration and Equipment TRA-STA-R $ 1,523.75 $ 1,371.38
Usage-Remote Refresh(4 Hours)
Training-Installation Contractor-
DS7a LOT USDD 0 On-Site/USDD G2 Certification/8 TRA-IC-O $ 7,043.75 $ 6,339.38
Hours(TBD-only needed if required
to use non-certified contractor)
Training-Installation Contractor-
At Arizona Training Center/USDD
DS7b LOT USDD 0 G2 Certification/8 Hours (TBD- TRA-IC-AZ $ 3,593.75 $ 3,234.38
only needed if required to use non-
certified contractor)
DS8 LOT USDD 0 Misc Option 1 $ $
DS9 LOT USDD 0 Misc Option 2 $ $ -
PRIMARY DISPATCH G2 FSA SYSTEM System Total: 60,565.26
Shipping Total: 165.00
System Subtotal 60,730.26
PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 3 of 18
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PRIMARY DISPATCH MOBILE APP SERVICE
for IOS and ANDROID Platforms Only-In Conjunction with USDD Communications Gateways Only
For each year the FSA System is under standard warranty or elected recurring support coverage, USDD would like to offer our G2
Mobile Station Alerting App to those customers at no additional cost(in groups of 24 licenses-per-ATX-purchased).
#of Mobile App Device Licenses(Users)Requested: 0
#of Stations within the agency to be Alerted: 0
#of Stations to have ATX Station Controller Installed: 0
APP DEVICE LICENSES-INCLUDED (at no additional cost,x24 Per-ATX Installed while under Warranty/Support)
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 MOBILE FSAS APP-Single $0 but no
AP1 Ea/Yr USED 0 Device License/Per Year Cost APP-DLI $ 124.50 $ 112.05 cost/included whileunder warranty or
($9.00/$8.10 per Month) elected support
APP DEVICE LICENSES-ADDITIONAL NEEDED (or surplus available)
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 MOBILE FSAS APP-Single
AP2 Ea/Yr USDD 0 Device License/Per Year Cost APP-DLA $ 124.50 $ 112.05
$9.00/$8.10 per Month
(If no longer under Warranty or Elected Support) 1
Number of Years Purchasing for this License
PRIMARY DISPATCH MOBILE APP SERVICE Yearly Total:
All Years Subtotal: -
USDD G2 MOBILE FSA APP:
USDD has developed the Phoenix G2 FSA Mobile Application (the"App")to provide a remote extension of the customer's
existing G2 FSAS. Mobile App Only Available to Customers Using USDD's G2 Communications Gateways interfaced to a
formal Computer Aided Dispatch(CAD)System. The App is supported by Apple and Android devices. The App will interface
with the Agency's CAD to send simultaneous mobile alerts, including dispatch announcements,administrative alerts, IT support
notifications and application update notifications to authorized personnel via their smartphones and tablets. The App alerts
personnel as individuals or groups(e.g.,stations,battalions,districts,etc.)wherever they are, making it especially ideal for
volunteers and reserves. The mobile alerts plays the same tones as those in the station,shows incident location using the
device's built-in mapping capabilities and enables users to save notifications for future reference and search for previous
notifications. In addition,the App provides an easy-access email address and phone link to local IT support. Each ATX Station
Controller will enable x24 App licenses at no additional charge while the System is under warranty or annual service and support.
Additional licenses can be obtained on a sliding cost scale. It should be noted, however,that the performance of mobile alerting
is subject to network reliability and coverage.
So your eventual needs will be determined when you let us know how many device licenses you would need,versus the 24
devices-licenses-per-ATX-purchased and currently under warranty or support. As long as the purchased/installed ATX Station
Controller is currently under warranty or elected recurring annual support,then there is no additional annual cost for up to x24
individual device licenses for the G2 Mobile FSA App.
Please Note that if customer declines Recurring Annual Support Options,then they will have to pay separately for the App or
forfeit ability to use the G2 Mobile Alerting App. Any deviation from device license numbers listed above subjects proposal to
change.
PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 4 of 18
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PRIMARY DISPATCH MAPPING SERVICE
Mapping System costs typically only need to be assumed once per dispatching agency, no matter how many stations are
dispatched (unless redundant centers or further modifications are needed). Costs for this part of the system are often shared
between consolidated agencies.
USDD-HOSTED MAPPING-INCLUDED(at no additional cost while under Warranty/Support)
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 FSA Mapping Server-Yearly
Hosting Cost(Cloud/USDD Hosted) 13 included at
DM1 YR USDD charge/no National Street Data we MAP-CLD $ 1,540.00 $ 1,386.00 no charge/provide,as-is additional cost
CUSTOMER-HOSTED MAPPING
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 FSA Mapping Server(Hardware
for mapping interface)1@21RU
DM2 EA USDD 0 ONLY NEED TO INCLUDE IF YOU MAP-CUS $ 5,215.00 $ 4,693.50
DO NOT WISH USDD TO HOST.
Would contain only your data/
Accessible only to your system.
MAPPING SYSTEM SERVICES
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
DM3 HR USDD 0 System Configuration and MAP-CM $ 325.00 $ 292.50
Modification for Mapping
Customer-Hosted Mapping Server
DM4 LOT USDD 0 Configuration and Start-up MAP-CSU-0 $ 5,925.00 $ 5,332.50
DM5 LOT USDD 0 Mapping Gateway Project MAP-PM $ 415.00 $ 373.50
Management
DM6a LOT USDD 0 Training-Mapping Service-On- MAP-TRN-0 $ 4,425.00 $ 3,982.50
Site(4 Hours)
DM6b LOT USDD 0 Training-Mapping Services-At MAP-TRN-AZ $ 1,550.00 $ 1,395.00
Arizona Trainina Center
DM6c LOT USDD 0 Training-Mapping Services- MAP-TRN-R $ 1,325.00 $ 1,192.50
Remote Refresh(4 Hours)
DM7 I LOT I USDD 0 Misc Option 1 1 1 $ $ -
PRIMARY DISPATCH MAPPING SERVICE System Total: -
Shipping Total: -
System Subtotal -
PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 5 of 18
16
PRIMARY DISPATCH WARRANTY & SUPPORT
INCLUDES G2 MOBILE SMART-PHONE ALERTING APPS&USDD-HOSTED MAPPING SERVICES(if available). Customer
must elect to choose any coverage they require beyond initial warranty period,or USDD will not be authorized to provide any
service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or
elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details,
please review current USDD Warranty Statement and Service Agreement
DISPATCH-LEVEL WARRANTY&OPTIONAL RECURRING ANNUAL SUPPORT
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
[STANDARD]1 st YEAR WARRANTY
&SUPPORT FOR THIS DISPATCH
SYSTEM(or Component):
Telephone/Remote Access Support 3169.125 but No
(8:00 AM-5:00 PM MST) PLEASE Charge For Initial
DW1 HR USDD 1.0 NOTE: An additional 6 months(for RS-1YRSTD $ 3,521.25 $3,169.13 Warranty Period/
total of 18 months/1.5 years)of initial Not Included in
warranty has been offered by USDD Subtotals
for no additional cost so all stations
can be installed and enjoy same
warranty/support start/stop dates)
[STANDARD]EACH ADDITIONAL
YEAR(12-Months)WARRANTY&
SUPPORT FOR THIS DISPATCH
SYSTEM(or Component):
Telephone/Remote Access Support
DW2 LOT USDD 0.0 (8:00 AM-5:00 PM MST) IF RS-AYRSTD $ 3,521.25 $ 3,169.13
QUANTITY'0'THEN NO
ADDITIONAL SUPPORT IS
ASSUMED OR AUTHORIZED
BEYOND INITIAL WARRANTY
PERIOD
INDIVIDUAL DISPATCH SYSTEMS TOTALS
PRIMARY DISPATCH G2 FSA SYSTEM TOTAL: 60,730.26
PRIMARY DISPATCH MOBILE APP SERVICE TOTAL: -
PRIMARY DISPATCH MAPPING SERVICE TOTAL: -
ENTIRE DISPATCH-LEVEL SUBTOTALS NOW INCLUDING WARRANTY,OPTIONAL SUPPORT&TAX AS WELL
ALL PRIMARY-DISPATCH-LEVEL SYSTEMS SUBTOTAL: 60,565.26
ALL PRIMARY-DISPATCH-LEVEL SHIPPING SUBTOTAL: 165.00
ALL PRIMARY-DISPATCH-LEVEL WARRANTY&SUPPORT: -
ALL DISPATCH-LEVEL MISCELLANEOUS.(if applicable): -
LL PRIMARY PRIMARY-DISPATCH-LEVEL GRAND TOTAL: 60,730.26
(SEE'SECTION TOTALS'PAGE FOR EVEN MORE DETAIL)
This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use taxis payable,and if
so,to make the determination of the amount to be paid. Per our contracts,Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD.
PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 6 of 18
17
US DIGITAL DESIGnS QUOTE
1835 E.Sixth St.Suite#27
Tempe,Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 1/8/24
---------------------- ------------------------ - p----------- -------------------
Ex Tres: 3/31/24
Quote SUBMITTED TO:
Orange County,NC
Orange County
NC"ORAN001 V2 BACKUP-DISPATCH-LEVEL
NJ
BACKUP DISPATCH G2 FSA SYSTEM
Dispatch center costs typically only need to be assumed once per dispatching agency, no matter how many stations are
dispatched(unless redundant centers or further modifications are needed).
DISPATCH SYSTEM INTERFACES
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
Radio System Interface(Full
Console Interface)-(Requires owner-
D11 LOT USDD 0 furnished,dedicated,console- RSI-B $ 6,825.00 $ 6,142.50 $
specifically and solely tasked for
Station Alerting)
BACKUP CAD Interface-Central
Square One Solution(USDD-side
D12 LOT CAD 1 Only-Customer responsibility to CADI-B $ 7,125.00 $ 6,412.50 $ 6,412.50
discuss CAD-side costs(if any)with
DISPATCH SYSTEM COMPONENTS
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
G2 Communications Gateway Pair
DC1 PR USDD 1 (Hardware for CAD interface)2@1 RU G2-GW $ 12,510.00 $ 11,259.00 $ 11,259.00
each-2RU Total
G2 Gateway Audio Radio Interface
DC2a Kit USDD 3 (GaRi)-Kitted with Flange-Mount, GaR12 $ 2,817.50 $ 2,535.75 $ 7,607.25
Rack-Mount Adapter Available if
needed
DC2b Kit USDD 0 Rack-Mount Adapter Plate-Mounts GaR12-RMP -
(up to)2 GaRl2s in 19" Rack $ 65.00 $ 58.50 $
DC3 Kit USDD 0 G2 HDTV REMOTE Module(TV& TVR $ 1,121.50 $ 1,009.35 $ -
Electrical Outlet by Others)
DC4 I Kit USDD 1 0 1 G2 Light Tower Interface I LTI $ 675.00 1 $ 607.50 $
PROPRIETARYand CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 7 of 18
18
DISPATCH SYSTEM SERVICES
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
DS1 HR USDD 25 BACKUP Gateway Configuration& GW-CM $ 373.75 $ 336.38 $ 8,409.38
Modifications
Gateway Installation/On-Site BY
DS2a LOT USDD 1 USDD(with direct coordinated GW-1-0 $ 1,006.25 $ 905.63 $ 905.63
assistance by authorized customer
CAD, Radio& IT personnel)
Gateway Installation/BY
DS2b LOT USDD 0 CUSTOMER(with REMOTE GW-I-C $ 375.00 $ 337.50 $
ASSISTANCE by USDD Personnel)
Gateway Start-Up/On-Site BY
DS3 LOT USDD 1 USDD(with direct coordinated GW-SU-O $ 6,813.75 $ 6,132.38 $ 6,132.38
assistance by authorized customer
CAD, Radio& IT personnel)
DS4 LOT USDD 1 Gateway Project Management GW-PM $ 565.99 $ 509.39 $ 509.39
Training-System Administrator/
DS5a LOT USDD 0 Dispatch Supervisor-On-Site(4 TRA-DIS-0 $ 5,008.75 $ 4,507.88 $ -
Hours)
Training-System Administrator/
DS5b LOT USDD 0 Dispatch Supervisor-Remote TRA-DIS-R $ 1,523.75 $ 1,371.38 $
Refresh (4 Hours)
Training-Station-Level
DS6a LOT USDD 0 Configuration and Equipment TRA-STA-0 $ 5,008.75 $ 4,507.88 $
Usage-On-Site(4 Hours)
Training-Station-Level
DS6b LOT USDD 0 Configuration and Equipment TRA-STA-R $ 1,523.75 $ 1,371.38 $
Usage-Remote Refresh(4 Hours)
Training-Installation Contractor-
DS7a LOT USDD 0 On-Site/USDD G2 Certification/8 TRA-IC-O $ 7,043.75 $ 6,339.38 $
Hours(TBD-only needed if required
to use non-certified contractor)
Training-Installation Contractor-
At Arizona Training Center/USDD
DS7b LOT USDD 0 G2 Certification/8 Hours (TBD-only TRA-IC-AZ $ 3,593.75 $ 3,234.38 $
needed if required to use non-
certified contractor)
DS8 LOT USDD 0 Misc Option 1 $ $ - $ -
DS9 LOT USDD 0 Misc Option 2 $ $ $ -
BACKUP DISPATCH G2 FSA SYSTEM System Total: $ 41,235.51
Shipping Total: $ 165.00
System Subtotal $ 41,400.51
PROPRIETARY and CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 8 of 18
19
BACKUP DISPATCH WARRANTY & SUPPORT
Customer must elect to choose any coverage they require beyond initial warranty period,or USDD will not be authorized to
provide any service or support. Support Agreements subject to change if system design is modified. For additional details,
please review current USDD Warranty Statement and Service Agreement
DISPATCH-LEVEL WARRANTY&OPTIONAL RECURRING ANNUAL SUPPORT
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
[STANDARD] 1 st YEAR WARRANTY
&SUPPORT FOR THIS DISPATCH
SYSTEM(or Component):Telephone
/Remote Access Support(8:00 AM- 2527.875 but No
5:00 PM MST) PLEASE NOTE: An Charge For Initial
DW1 HR USDD 1.0 additional 6 months(for total of 18 RS-1YRSTD $ 2,808.75 $2,527.88 Warranty Period/
months/1.5 years)of initial warranty Not Included in
has been offered by USDD for no Subtotals
additional cost so all stations can be
installed and enjoy same
warranty/support start/stop dates)
[STANDARD] EACH ADDITIONAL
YEAR(12-Months)WARRANTY&
SUPPORT FOR THIS DISPATCH
SYSTEM(or Component):Telephone
DW2 LOT USDD 0.0 /Remote Access Support(8:00 AM- RS-AYRSTD $ 2,808.75 $ 2,527.88 $ -
5:00 PM MST) IF QUANTITY'0'
THEN NO ADDITIONAL SUPPORT
IS ASSUMED OR AUTHORIZED
BEYOND INITIAL WARRANTY
PERIOD
INDIVIDUAL DISPATCH SYSTEMS TOTALS
BACKUP DISPATCH G2 FSA SYSTEM TOTAL: $ 41,400.51
BACKUP DISPATCH MOBILE APP SERVICE TOTAL: $ -
BACKUP DISPATCH MAPPING SERVICE TOTAL: $ -
ENTIRE DISPATCH-LEVEL SUBTOTALS NOW INCLUDING WARRANTY, OPTIONAL SUPPORT&TAX AS WELL
ALL BACKUP-DISPATCH-LEVEL SYSTEMS SUBTOTAL: $ 41,235.51
ALL BACKUP-DISPATCH-LEVEL SHIPPING SUBTOTAL: $ 165.00
ALL BACKUP-DISPATCH-LEVEL WARRANTY&SUPPORT: $ -
ALL DISPATCH-LEVEL MISCELLANEOUS (if applicable): $ -
BACKUP BACKUP-DISPATCH-LEVEL GRAND TOTAL: $41,400.51
(SEE'SECTION TOTALS'PAGE FOR EVEN MORE DETAIL)
This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use taxis payable,and if
so,to make the determination of the amount to be paid. Per our contracts,Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD.
PROPRIETARY and CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 9 of 18
20
US DIGITAL DESIGns QUOTE
1835 E.Sixth St.Suite#27
Tempe,Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 118/24
Expires: 3/31/24
Quote SUBMITTED TO:
Orange County,NC
Orange County
XEEME. .
NC ORAN001 V2 STATION-LEVEL
G2 FSAS LICENSES
VoiceAlert&Mobile Alerting App Licenses
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT
SL1 Ea USDD 13 G2 VOICEALERT- Single Station License.One- VA $ 1,102.50 $ 992.25 $ 12,899.25
Time—Perpetual Per-Location.
AP2 Ea/Yr USDD 0 G2 MOBILE FSAS APP-Single Device License/ G2-APP-DLA $ 124.50 $ 112.05 $ -
Per Year Cost($9.00/$8.10 per Month)
G2 FSAS LICENSES System: $ 12,899.25
Miscellaneous(if applicable) $
LICENSE SUBTOTAL: $ 12,899.25
This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if
sales or use tax is payable,and if so,to make the determination of the amount to be paid. Per our contracts,Customer is responsible for the payment
of any sales or use taxes owed from any purchase from USDD.
PROPRIETARY and CONFIDENTIAL LICENSE ONLY Page 10 of 18
21
US DIGITAL DESIGns QUOTE
1835 E. Sixth St. Suite#27
Tempe, Arizona 85281
877-551-8733 tel 480729077892 fax DATE: 1/8/24
Expires: 3131/24
Quote SUBMITTED TO:
Orange County, NC
Orange County
REFPROPOSAL
NC ORAN001 V2 Section Totals
SECTION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
PRIMARY-DISPATCH-LEVEL SUBTOTAL 102,130.78
Includes: PRIMARY DISPATCH G2 FSA SYSTEM : 60,730.26
PRIMARY DISPATCH MOBILE APP SERVICE : -
PRIMARY DISPATCH MAPPING SERVICE : -
PRIMARY DISPATCH WARRANTY&SUPPORT: -
PRIMARY DISPATCH G2 FSA SYSTEM MISC: -
Includes: BACKUP DISPATCH G2 FSA SYSTEM : 41,400.51
BACKUP DISPATCH MOBILE APP SERVICE : -
BACKUP DISPATCH MAPPING SERVICE : -
BACKUP DISPATCH WARRANTY&SUPPORT: -
BACKUP DISPATCH G2 FSA SYSTEM MISC.: -
NOtes: One (1)Dispatch Center System currently proposed/included. One (1)
Backup/Disaster-Recovery Dispatch System has been included in this
proposal.
STATION-LEVEL SUBTOTAL 12,899.25
Includes: G2 FSAS LICENSES SYSTEM: 12,899.25
G2 FSAS LICENSES WARRANTY&SUPPORT: -
G2 FSAS LICENSES MISC: -
Notes: Thirteen (13)G2 Voice Alert Licenses provided as a one-time fee. This fee
is not included in any future warranty or support cost.
US Digital Designs System Total: $ 115,030.03
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 11 of 18
22
This quote does not include or assume any amounts for sales or use tax. Customer
needs to contact its procurement department to determine if sales or use tax is payable,
and if so, to make the determination of the amount to be paid. Per our contracts,
Customer is responsible for the payment of any sales or use taxes owed from any
purchase from USDD.
(TBD By Customer)Customer must elect to choose any coverage they require beyond initial warranty period,or
USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services
only available to customer while under warranty or elected recurring annual support. Support Agreements subject to
change if system design is modified. For additional details,please review current USDD Warranty Statement and Service
Agreement
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 12 of 18
23
TERMS AND CONDITIONS OF USDD PRODUCT SALES
These U.S. Digital Designs, Inc.terms and conditions of sale("Terms and Conditions") are effective March 1,2022(the"Terms and Conditions
Effective Date"), and supersede all prior versions covering the sale of products and related services (collectively, "Products", as defined more
specifically below) by U.S.Digital Designs,Inc. ("USDD"). References to"Customer", "you",or "your"all pertain to the purchaser of Products.
These Terms and Conditions,together with any separate agreement you may have with USDD that specifically references these Terms and Conditions
(collectively,the"Agreement")set forth the entire agreement between the parties relating to your purchase of USDD Products. The Agreement may
only be modified by an authorized representative of each party in a signed writing.
ORDERS. Orders (including any revised and follow-on orders) (each,an "Order")for USDD Products are non-cancelable, except as expressly set
forth herein, and will be governed by the terms of the Agreement. All Orders are subject to acceptance by USDD and shall include the following
information:purchase order number;customer's legal name and billing address;Customer's shipping address;and a list of the Products and quantities
for each different type of Product Customer wishes to order.USDD's acknowledgment of its receipt of an Order shall not constitute acceptance of such
Order. An Order is deemed to be accepted upon the earlier of(i)USDD's written acceptance or(ii)shipment of the Products specified in the Order.
Any conflicting, additional, and/or different terms or conditions on Customer's Order or any other similar instrument are deemed to be material
alterations and are rejected and not binding upon USDD.USDD's acceptance of Customer's Order is expressly conditioned upon Customer's assent to
the terms and conditions contained herein in their entirety.Customer's acceptance of delivery from USDD constitutes Customer's acceptance of these
terms and conditions in their entirety.
REMITTANCES. All invoices shall be due and payable upon receipt in United States currency,free of exchange or any other charges,or as otherwise
agreed in writing by USDD.
QUOTE PRICING. This proposal expires 30 days after its date.Prices are subject to correction for error. Prices,terms, conditions,and Product or
Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.
PAYMENT.
4.1. Invoicing&Payment. USDD reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty(30)days from the
date of the invoice,unless prepayment is required in the quote. If the Customer becomes overdue in any progress payment,USDD shall be entitled to
suspend further shipments,shall be entitled to interest at the annual rate of 18%,or the maximum amount allowed by law, and shall also be entitled to
avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys'fees
and costs which are incurred by USDD in the collection of amounts due and payable hereunder.
4.2. Payment Disputes. Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information.
Disputes as to invoices are deemed waived fifteen(15)days following the invoice date. In the event that any portion of an invoice is undisputed,such
undisputed amount must be paid by no later than the invoice due date.
4.3. No Set Off. Neither Customer nor any related entities(or representatives or agents thereof)shall attempt to set off or recoup any invoiced amounts or
any portion thereof against other amounts that are due or may become due from USDD, its parent, affiliates, subsidiaries or other legal entities,
business divisions,or units.
4.4. Credit Card Payments. All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed
thereon willwould be facilitated usingsubject to USDD's standard Purchase Order and Invoice process. If Ccustomer would rather seek to use a Credit
Card for purchase,then said order would be subject to a 4%credit card surcharge.
SURCHARGES.
5.1. In addition to any Product repricing under Section 8.2,USDD may,from time-to-time and in its sole discretion, issue surcharges on new and existing
Orders in order to mitigate and/or recover increased operating costs arising out of or related to, without limitation: (a) foreign currency exchange
variation, (b) increased cost of third-party content, labor and materials, (c) impact of government tariffs or other actions,and(d)any conditions that
increase USDD's costs,including without limitation increased labor,freight,material or supply costs,or increased costs due to inflation(collectively,
"Surcharges"). Such Surcharges will not be considered a"price increase"as contemplated hereunder and will be effective upon notice to Customer.
For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered,including those on backlog or
which requested delivery more than twelve(12)months from the date of Order,are subject to Surcharges.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 18
24
5.2. USDD will invoice Customer,and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions. If a
dispute arises with respect to Surcharges and that dispute remains open for more than fifteen(15) days,USDD may,in its sole discretion,withhold
performance or future shipments,or combine any other rights and remedies under this Agreement or permitted by law,until the dispute is resolved.The
terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions.Any Surcharges, as well as the
timing,effectiveness,and method of determination thereof,will be separate from and in addition to any changes to pricing that are affected by any other
provisions in these Terms and Conditions.
CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the
Customer only upon agreement to pay USDD for all work in progress,all inventoried or ordered project parts and materials,and all other costs
incurred by USDD related to the Order.
TAXES. USDD's pricing excludes all taxes(including but not limited to sales,use,excise,value-added,and other similar taxes),tariffs and duties
(including,but not limited to,amounts imposed upon the Product(s)or bill of material thereof under any Trade Act,including,but not limited to,the Trade
Expansion Act,section 232 and the Trade Act of 1974,section 301)and charges(collectively"Taxes").All Taxes of any kind levied by any federal,state,
municipal or other governmental authority,which tax USDD is required to collect or pay with respect to the production,sale,or delivery of products sold
to Customer,shall be the responsibility of and be invoiced to Customer,unless,at the time of Order placement,Customer furnishes USDD with a valid
exemption certificate or other documentation sufficient to verify exemption from Taxes,including,but not limited to,a direct pay permit. Customer
agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD.
SHIPPING/DELIVERY/RISK OF LOSS.
8.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments.USDD and its affiliated
entities are not liable,either directly or indirectly,for delays of carriers or delays in connection with any Force Majeure Event(as defined in Section 17
below),and the estimated delivery date shall be extended accordingly.
8.2. Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date
or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen(18)months from the date of the entry of the
Order. Customer agrees that in the event an Order is scheduled to be delivered more than six(6)months from the date of the entry of the Order,USDD
may,in its sole determination and at each six(6)month anniversary of the date of the entry of the Order,adjust the pricing of the Order to conform to the
then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order.
8.3. Storage Fees.If delivery takes place more than six(6)months from the date of the entry of the Order,Customer agrees to pay USDD a storage fee
(the"Storage Fee"),as set forth in the quote,for each month after six(6)months from the date of the entry of the Order Customer has not taken delivery
of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage
fees are owed.
8.4. Title&Risk of Loss. Unless otherwise specifically detailed in this quote,delivery terms for Products(excluding software and services)are(i)EX
Works(EXW Incoterms 2020)USDD's point of shipment("USDD Dock")for all shipments(except that USDD is responsible for obtaining any export
license),and(ii)F.O.B.USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country,the
import/export provisions of the INCOTERMS do not apply.USDD shall be responsible for obtaining insurance on each shipment to Customer for the
full value of the shipment.Shipment shall be to a single point of delivery.
LIMITED WARRANTY. CUSTOMER'S EXCLUSIVE REMEDIES AND USDD'S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY
PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY
OTHER LIABILITY OR OBLIGATION OF USDD,INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE,LOSS,
OR INJURY(WHETHER DIRECT,INDIRECT,EXEMPLARY,SPECIAL,CONSEQUENTIAL,PUNITIVE OR INCIDENTAL)ARISING OUT OF OR
IN CONNECTION WITH THE DELIVERY,USE,OR PERFORMANCE OF THE PRODUCTS.CREDIT,REPAIR OR REPLACEMENT(AT
USDD'S OPTION)IS THE SOLE REMEDY PROVIDED HEREUNDER.NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD
UNLESS SET FORTH IN WRITING AND SIGNED BY USDD AUTHORIZED REPRESENTATIVE.
9.1. Product Warranty Terms. Subject to the terms,conditions and limitations contained herein,and unless USDD has otherwise provided an alternative
written warranty(in which case the terms of such warranty will control),USDD warrants and guarantees its products will be free from defects in
workmanship and materials(collectively,"Defects")for 12 months from the date of shipment to Customer("Warranty Period"). This limited
warranty does not cover defects caused by normal wear and tear or maintenance.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 18
25
9.2. Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period,Customer shall initiate the RMA process as
described below. Upon approval,USDD,at its option,will either(1)repair the Product defect at no charge,using new parts or parts equivalent to new
in performance and reliability or(2)exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least
functionally equivalent to the original Product. Any replacement Product or part,including a user-installable part that has been installed in accordance
with instructions provided by USDD,shall remain under warranty during the Warranty Period or for ninety(90)days from the date of repair,whichever
is longer. When a Product or part is exchanged,any replacement item becomes the Customer's property and the replaced item becomes the property
of USDD.Parts provided by USDD in fulfillment of its warranty obligation must be used in the same USDD Fire Station Alerting System for which the
warranty claim is made.
9.3. Procedure for Warranty Claims.
9.3.1. Prior to making a Warranty claim, Customer is encouraged to review USDD's online help resources. Thereafter,to make a valid claim
hereunder, Customer must contact USDD technical support and describe the problem or defect with specificity. The first such contact must occur
during the Warranty Period. USDD's technical support contact information can be found on USDD's web site at http://stationalerting.com/home/about-
usdd/contact-usdd/. Customer must use its best efforts to assist in diagnosing defects,follow USDD's technical instructions,and fully cooperate in the
diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.
9.3.2.Customer shall be responsible for appropriately packing and shipping Products,to USDD for repair,and shall bear all risks and costs associated
withof, shipping any Product to USDD for repairthe same. USDD shall be responsible for, and bear all risks and costs of, returning any Product to
Customer after repair or replacement,but Customer will be responsible for paying any customs or import duties payable upon receipt of any repaired
or replacement Products. A replacement Product will be returned to Customer configured as it was when the Product was originally purchased,subject
to applicable updates.
9.4. Return Material Authorization Process. If a Customer makes a warranty claim for a Product during the Warranty Period,the Customer shall
provide USDD with the Product model and serial number and failure information to initiate the RMA process. Upon USDD's issuance of the RMA,
USDD will send the replacement Product, shipped postage paid ground shipping,to the address provided by Customer. RMA requests approved
between 12:00 a.m. and 2:00 p.m. Mountain Standard Time are shipped on the same business day.After 2:00 p.m. Mountain Standard Time,the
replacement Product is shipped on the next business day.All RMA requests are processed on the business day on which the request was received,
excluding holidays.Included with the shipped package will be return shipment instructions and a pre-paid return shipping label for the Product that the
Customer is returning.The original Product must be returned in the shipping box provided by USDD.No goods will be accepted for exchange or return
without a pre-approved RMA number or which have not been properly packaged in USDD's shipping box to ensure that goods are not damaged due to
improper packing and the shipping process.The original Product must be shipped back within 10 days of receiving the replacement.Failure to return
the original Product,or failure to return in an appropriate manner,will cause Customer to incur a replacement charge equal to full market value of the
replacement Product.
9.5. No Fault Found.USDD reserves the right to charge 50%of the standard repair price if the returned Product is found to have no defect covered by the
Warranty.Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product
is "old." Product returns will not be allowed if, upon examination of the returned Product, it is determined that the Product was subjected to accident,
misuse, neglect, alteration, improper installation, unauthorized repair, improper testing, or poor packaging upon return. In such event, USDD shall
invoice Customer for the full market value of the replacement Product.
9.6. WARRANTY EXCLUSIONS&DISCLAIMERS.
9.6.1. USDD does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free. USDD further does not
warrant nor support any system configuration that deviates from this specific quote's documented station system design file number.
9.6.2.USDD does not warrant or support any system not installed by G2 Trained&Certified Installation technician(installer). If Customer intends to tie
this system into any 3rd-party system or devices, USDD will be unable to warrant or support the Products unless USDD has had a chance to review
documented engineering assumptions and approve system integrity,performance,and reliability expectations.
9.6.3.USDD is not responsible for damage arising from Customer's failure to follow instructions relating to the use of the Products.This Warranty does
not apply to any Products,including the hardware or software,not used for its intended purpose.
9.6.4.USDD cannot warrant nor support any system not using USDD-approved Uninteruptable Power Supply Battery Backup. This Warranty does not
apply to monitors or televisions manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the
manufacturer's warranty,if any.Recovery and reinstallation of hardware and user data(including passwords)are not covered under this Warranty.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 18
26
9.6.5. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or
workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by use with non-
USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire, earthquake or other external causes;(e) to damage caused by
operating the Product outside the permitted or intended uses described by USDD;(f) to damage or failure caused by installation or service(including
upgrades and expansions) performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g) to a
Product or part that has been modified to alter functionality or capability without the written permission of USDD;(h) to Software(as defined below);(i)
to any other damage caused by an event or action outside of USDD's control, including,without limitation, Customer's failure to apply required or
recommended updatres or patches to any Software or Product;or(h)if any serial number has been removed or defaced.
LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW,THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND
CONDITIONS AND ANY OTHER REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,REMEDIES
AND CONDITIONS,WHETHER ORAL OR WRITTEN, STATUTORY,EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW,USDD
SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT
DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties,then to the extent permitted by law,all such warranties shall be limited in
duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller,agent,
or employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable,the
legality or enforceability of the remaining terms shall not be affected or impaired.
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS, AND TO THE EXTENT
PERMITTED BY LAW, USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT
LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;
LOSS OF REPUTATION;AND LOSS OF, DAMAGE TO OR CORRUPTION OF DATA. USDD IS NOT RESPONSIBLE FOR ANY INDIRECT
LOSS OR DAMAGE HOWSOEVER CAUSED, INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF
RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY
FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.
ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THE LIMITED WARRANTY IN SECTION 9 OF
THESE TERMS AND CONDITIONS. USDD'S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE
PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO USDD FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
CUSTOMER SHALL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST USDD MORE THAN ONE YEAR AFTER THE FIRST EVENT
GIVING RISE TO A CAUSE OF ACTION,UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW. USDD disclaims
any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or
data stored thereon.
SERVICE AGREEMENT. The Product being purchased hereunder is not subject to any post-Warranty service agreement or maintenance program
unless specifically contracted for between USDD and Customer. USDD offers a comprehensive post-Warranty Service Agreement at additional cost.
Customer should contact USDD regarding its Service Agreement and costs associated therewith.
SOFTWARE PRODUCTS. All software Products delivered by USDD to Customer or for which USDD provides access,including,without limitation,
USDD's mobile application software and Products with embedded software or firmware(collectively,"Software")are not sold and are licensed. At all
times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties,Customer shall have
a non-exclusive,non-transferable,fully paid license to use the Software, but only in conjunction with the Products provided by USDD and Customer's
fire station alerting system(the"License"). The terms of such Software License may be set forth in a separate software license agreement or end user
license agreement provided by USDD with such Software. In no event shall Customer have any right to(or authorize or allow any third party to)
distribute,sell,lend,rent,transfer,or convey the Software;grant any sublicense,lease,or other rights in the Software;decompile,disassemble,reverse
engineer,or otherwise attempt to reconstruct,identify,or discover any source code, underlying user interface architecture or techniques, or algorithms
of the Software by any means;or take any action that would cause the Software or any portion of it to be placed in the public domain. In the event of a
conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions,the
relevant Software license terms shall control solely with respect to such Software.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 16 of 18
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INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that USDD owns all rights,title, and interest in and to the Intellectual
Property(as defined below). Customer agrees to not remove, obscure, or alter USDD's or any third party's copyright notice,trademarks, or other
proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD's Product(as defined below). Nothing herein
shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License, as set forth above. For purposes
of this Section,"Intellectual Property" means any and all rights of USDD related to USDD's Products existing from time to time under patent law,
copyright law,trade secret law,trademark law,unfair competition law, and any and all other proprietary rights,and any and all derivative works,work
product,applications,renewals,extensions and restorations thereof,now or hereafter in force and effective worldwide.
REMOTE ACCESS TO THE SYSTEM.
14.1. Remote Access. USDD requires remote network access to the Customer's Products through Secure Shell(SSH) to perform implementation and
support tasks under this Agreement.To enable remote network access,the Customer will provide USDD support personnel VPN or similar remote
network access to the Products for USDD support personnel("Customer Support")to effectively troubleshoot critical or complex problems and to
expedite resolution of such issues.Remote network access is also used to install core software upgrades and customized software.USDD will only
access Customer's Products with the knowledge and consent of Customer. USDD will not access any other systems or data.
14.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products,then USDD may not be able to perform
some support functions.Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform
the above services.The following services will not be performed without this access: Product software upgrades; Product software customization;
Network troubleshooting assistance including packet capture and network monitoring on USDD devices;Detailed log analysis; Bulk updates to certain
Product database tables;Troubleshooting that requires low-level system access or large file transfer.
14.3. Timely Access. Customers much ensure that remote access is available prior to notifying USDD of a support request. In the event that the Customer
is unable to provide remote access, USDD will not be required to provide support outside those tasks that do not require remote access, and any
corresponding resolution response times will not apply.
14.4. Physical Security Tokens. USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security
tokens from the USDD office.If the customer requires the use of physical security tokens,this may delay after hours service.
GOVERNING LAW. This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the
State of Arizona without reqard to its conflicts of law principles.
DISPUTE RESOLUTION/ARBITRATION. Before either USDD or Customer initiate any dispute resolution process related to the Agreement,they
must schedule a mandatory executive resolution conference to be held within thirty(30) days of receipt of the other party's written request. The
conference must be attended by at least one executive from each party. At the conference,each party will present its view of the dispute in detail and the
executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen(15)days of the end of
the conference or if one party refuses to attend the executive resolution conference,then USDD and Customer further agree that any remaining dispute
between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules,to the extent such rules are not inconsistent with this Section, in the AAA's Phoenix regional office by a single,neutral
arbitrator. Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown. In ruling
on motions pertaining to discovery,the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of
disputes,and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved. The arbitrator shall permit dispositive
motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages. Any award rendered by the
arbitrator will be final and binding upon USDD and Customer, and judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof. USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of
Arizona for such purpose.In the event a dispute is submitted to arbitration pursuant to this Section,the prevailing party shall be entitled to the payment of
its reasonable attorneys'fees and costs,as determined by the arbitrator. Each of the parties shall keep all disputes and arbitration proceedings strictly
confidential,except for disclosures of information required by applicable law or regulation.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 17 of 18
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FORCE MAJEURE. Except for Customer's duty to pay sums due hereunder, neither party will be liable to the other for any failure to meet its
obligations due to any Force Majeure Event. As used herein, a "Force Majeure Event" is one that is beyond the reasonable control of the non-
performing party and may include, but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof,(b)
embargoes, blockages, seizure or freeze of assets, or any other acts of any government that would limit a party's ability to perform the Contract,(c)
fires,earthquakes,floods,tropical storms,hurricanes,tornadoes,severe weather conditions, or any other acts of God, (d)quarantines, pandemics,or
regional medical crises, (e) labor strikes, lockouts, or pandemic worker shortages, (f) riots, strife, insurrection, civil disobedience, landowner
disturbances,armed conflict,terrorism or war,declared or not(or impending threat of any of the foregoing,if such threat might reasonably be expected
to cause injury to people or property),and(g)shortages or inability to obtain materials or components. The party unable to fulfill its obligations due to
Force Majeure will promptly(i)Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure;and(ii)Use
all reasonable efforts to avoid or remove the cause and perform its obligations.
If a Force Majeure Event results in a delay,then the date of performance will be extended by the period of time that the non-performing party is actually
delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty
(60)days or longer,USDD may provide notice to Customer that it is cancelling its Order.
ACCEPTANCE OF TERMS. This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the
Customer. Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall
constitute acceptance. Any such acceptance shall be with the mutual understanding that these Terms and Conditions of this proposal area part thereof
with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.No waiver,alteration,
or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD.
SEVERABILITY. In the event any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable,the validity and
enforceability of the remaining provisions shall not be affected and,in lieu of such provision, a provision as similar in terms as may be legal,valid,and
enforceable shall be added hereto.
WAIVER.The failure of either party to insist upon strict performance of any provision of these Terms and Conditions, or to exercise any right provided
for herein,shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the
waiving party to enforce any provision or right herein.
NO JOINT VENTURE.The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be
construed to constitute either party hereto as the partner,joint venturer,employee, agent,servant,franchisee,or other representative of the other party
hereto,and neither party has the right to bind or obligate the other,except as otherwise provided herein. Furthermore,nothing contained in these Terms
and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.
THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 18 of 18
DocuSign Envelope ID:477C45AE-B489-46C6-84F5-C1CB6A598105
H-GAC 29
Houston-Galveston Area Council
P.O.Box 22777 • 3555 Timmons • Houston,Texas 77227-2777
Cooperative Agreement-Contract-Honeywell International,Inc.-Public Services-ID: 10811
MASTER GENERAL PROVISIONS
This Master Agreement is made and entered into,by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120,
Houston,Texas 77027 and Honeywell International,Inc.,hereinafter referred to as the Contractor,having its
principal place of business at 1835 E 6th Street Suite 27, Tempe,AZ 85288.
WITNESSETH:
WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Master Agreement; and
WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of the
Master Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master
Agreement. The Contractor's governing body,where applicable,has authorized the signatory official(s)to enter
into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent
amendments hereto.
ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws,
executive orders,policies,procedures, applicable rules,regulations,directives, standards, ordinances, and laws, in
effect or promulgated during the term of this Master Agreement, including without limitation,workers'
compensation laws,minimum and maximum salary and wage statutes and regulations, and licensing laws and
regulations. When required,the Contractor shall furnish H-GAC with satisfactory proof of its compliance
therewith.
ARTICLE 3: PUBLIC INFORMATION
Except as stated below, all materials submitted to H-GAC, including any attachments,appendices, or other
information submitted as a part of a submission or Master Agreement, are considered public information, and
become the property of H-GAC upon submission and may be reprinted,published, or distributed in any manner by
H-GAC according to open records laws,requirements of the US Department of Labor and the State of Texas,and
H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not
subject to the Texas Public Information Act,it shall so;however,the determination of the Texas Attorney General
as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC
will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not
responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material
from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any
time during the evaluation process.
ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement do not
change the independent status of H-GAC or the Contractor.No provision of this Master Agreement or act of H-
GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or
employee of H-GAC,the State of Texas, or the United States Government. Employees of the Contractor are
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subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for
employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.
ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition
or otherwise restrain trade.
ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(2 CFR 180.220)must not be
made to parties listed on the government-wide exclusions in the System for Award Management(SAM),in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR Part 1966
Comp.p. 189)and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions
contains the names of parties debarred, suspended,or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
Pursuant to the Federal Rule above,Respondent certifies that neither it nor its principals are presently debarred,
suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its
principals will be debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from
participation by any federal department or agency or by the State of Texas Respondent shall immediately provide
the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when
submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of
the Respondent that the Respondent is not debarred, suspended, ineligible,or voluntarily excluded from the
covered contract,unless the H-GAC knows the certification is erroneous.
ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES,WOMEN'S
BUSINESS ENTERPRISES,AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let)
H-GAC's goal is to assure that small and minority businesses,women's business enterprises, and labor surplus area
firms are used when possible in providing services under a contract. In accordance with federal procurements
requirements of 2 CFR§200.321, if subcontracts are to be let,the prime contractor must take the affirmative steps
listed below:
1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
2. Assuring that small and minority businesses and women's business enterprises are solicited whenever
they are potential sources;
3. Dividing total requirements,when economically feasible, into smaller task or quantities to permit
maximum participation by small and minority businesses,and women's business enterprises;
4. Establishing delivery schedules,where the requirement permits,which encourage participation by small
and minority businesses, and women's business enterprises;
5. Using the services and assistance as appropriate,of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.
6.
Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or
unavailable. The Small Business Administration(SBA)is the primary reference and database for information on
requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting- uide/prime-
subcontracting
NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such
as: Small Disadvantaged Business(SDB),Historically Underutilized Business(HUB),Minority Owned Business
Enterprise(MBE),Women Owned Business Enterprise(WBE)and Disabled Veteran Business Enterprise(DVBE)
or other designation as issued by a certifying agency.
Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as
may be required by any rules,processes, or programs they might have in place. Assistance may include
compliance with reporting requirements,provision of documentation,consideration of Certified/Listed
subcontractors,provision of documented evidence that an active participatory role for a DBE entity was
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considered in a procurement transaction,etc.
ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Master Agreement.
ARTICLE 9: PERFORMANCE PERIOD
This Master Agreement shall be performed during the period which begins Aug 012023 and ends Jun 30 2025. All
services under this Master Agreement must be rendered within this performance period,unless directly specified
under a written change or extension provisioned under Article 21,which shall be fully executed by both parties to
this Master Agreement.
ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for
any expenses incurred prior to the execution date of a contract,or any expenses incurred after the termination date
of the contract.
ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the
goods or completion of the services and submission of the subsequent invoice.
ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/OUANTITY DISCOUNTS
If discounts for accelerated payment,pre-payment,progress payment, or quantity discounts are offered,they must
be clearly indicated in the Contractor's submission prior to contract award. The applicability or acceptance of these
terms is at the discretion of the Customer.
ARTICLE 13: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master
Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master
Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of
the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to
perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure
to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional
reporting requirements shall be set forth in the Special Provisions of this Master Agreement.
ARTICLE 14: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Master
Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions,the Contractor agrees not to assign,transfer, convey, sublet,
or otherwise dispose of this Master Agreement or any right,title, obligation, or interest it may have therein to any
third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to
any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under
all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the
performance rendered was rendered by the Contractor. Contractor shall give all required notices,and comply with
all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly
required by applicable law or regulation,H-GAC shall not be responsible for monitoring Contractor's compliance,
or that of Contractor's subcontractors,with any laws or regulations.
ARTICLE 16: AUDIT
Notwithstanding any other audit requirement,H-GAC reserves the right to conduct or cause to be conducted an
independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC
local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be
conducted in accordance with applicable professional standards and practices. The Contractor understands and
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agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-
GAC.
ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally
exempt from Federal and State sales,excise or use taxes. Respondent must not include taxes in its Response. It is
the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.
Exemption certificates will be provided upon request.
ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H-
GAC,through its staff or designated public accounting firm,the State of Texas, and United States Government,
shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by
authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to
records is not limited to the required retention period,but shall last as long as the records are retained. Failure to
provide access to records may be cause for termination of the Master Agreement. The records to be thus
maintained and retained by the Contractor shall include(without limitation): (1)personnel and payroll records,
including social security numbers and labor classifications, accounting for total time distribution of the
Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts
for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases,
receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items;
and(3)paid invoices and cancelled checks for materials purchased and for subcontractors'and any other third
parties'charges.
Contractor agrees that H-GAC will have the right,with reasonable notice,to inspect its records pertaining to
purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the
examination of records outlined in this article shall be included in all subcontractor or third-party Master
Agreements.
ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other
financial, statistical,property,participant records, and supporting documentation for a period of no less than seven
(7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.
If any litigation, claim,negotiation, audit or other action involving the records has been started before the
expiration of the retention period,the records shall be retained until completion of the action and resolution of all
issues which arise from it,or until the end of the seven(7)years,whichever is later, and until any outstanding
litigation, audit, or claim has been fully resolved.
ARTICLE 20: DISTRIBUTORS,VENDORS,RESELLERS
Contractor agrees and acknowledges that any such designations of distributors,vendors,resellers or the like are for
the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
obligations under the Contract and the performance of any designated distributor,vendor,reseller, etc. Contractor
is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and
forwarding of the Purchase Order to the designated distributor,vendor,reseller, etc. to complete the sale or service.
H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities after a
contract is awarded.
ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions,or deletions to the terms of this Master Agreement,which are required by
changes in federal or state law or by regulations, are automatically incorporated without written
amendment hereto,and shall become effective on the date designated by such law or by regulation.
B. To ensure the legal and effective performance of this Master Agreement,both parties agree that any
amendment that affects the performance under this Master Agreement must be mutually agreed upon and
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that all such amendments must be in writing. After a period of no less than 30 days subsequent to written
notice,unless sooner implementation is required by law, such amendments shall have the effect of
qualifying the terms of this Master Agreement and shall be binding upon the parties as if written herein.
C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the
purposes of clarification or inclusion of additional specifications, qualifications,conditions, etc. The
change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance
of any Change Order. A copy of the Change Order must be provided by the Contractor to, and
acknowledged by,H-GAC.
ARTICLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item,that item will automatically be considered deleted from
the contract with no penalty to Contractor. However,H-GAC may at its sole discretion elect to make a
contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at
its sole discretion,to be in the best interests of its Customers.
B. If a manufacturer makes any kind of change in a contracted item which affects the contract price,
Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion.
If the change is rejected,H-GAC will remove the item from its program and there will be no penalty to
Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest
Respondent for the item,or take any other action deemed by H-GAC, at its sole discretion,to be in the best
interests of its Customers.
C. If a manufacturer makes any change in a contracted item which does not affect the contract price,
Contractor shall advise H-GAC of the details. If the 'new'item is equal to or better than the originally
contracted item,the 'new'item shall be approved as a replacement. If the change is rejected H-GAC will
remove the item from its program and there will be no penalty to Contractor. However,H-GAC may at its
sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any
other action deemed by H-GAC at its sole discretion,to be in the best interests of its Customers.
D. hi the case of specifically identified catalogs or price sheets which have been contracted as base bid items
or as published options,routine published changes to products and pricing will be automatically
incorporated into the contract. However, Contractor must still provide thirty(30)calendar days written
notice and an explanation of the changes to products and pricing. H-GAC will respond with written
approval.
ARTICLE 23: CONTRACT PRICE ADJUSTMENTS
Price Decreases
If Contractor's Direct Cost decreases at any time during the full term of this award, Contractor must immediately
pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost
means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer,the cost of raw
materials required to manufacture the item,plus costs of transportation from manufacturer to Contractor and
Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set
out below. The price decrease shall become effective upon H-GAC's receipt of Contractor's notice. If Contractor
routinely offers discounted contract pricing,H-GAC may request Contractor accept amended contract pricing
equivalent to the routinely discounted pricing
Price Increases
Contractors may request a price increase for items priced as Base Bid items and Published Options after twelve
(12)months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed
actual documented increase in Contractor's Direct Cost and will not exceed 10%of the previous bid price.
Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, or
other economic factors.
Price Changes
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Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a
price change. Temporary increases in pricing by whatever name (e.g. `surcharge', `adjustment', `equalization
charge', `compliance charge', `recovery charge',etc.), are also considered to be price changes. For published
catalogs and price sheets as part of an H-GAC contract,requests to amend the contract to reflect any new published
catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must
include the new catalog or price sheet.
All Products shall, at time of sale,be equipped as required under any then current applicable local, state, and
federal government requirements. If, during the course of any contract,changes are made to any government
requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the
extent of Contractor's actual cost increase. The increase must be substantiated with support documentation
acceptable to H-GAC prior to taking effect.Modifications to a Product required to comply with such requirements
which become effective after the date of any sale are the responsibility of the Customer.
Requesting Price Increase/Required Documentation
Contractor must submit a written notification at least thirty(30)calendar days prior to the requested effective date
of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the
Contractor's current price,revised price,the actual dollar difference and the percentage of the price increase by
line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the
documentation used to submit pricing in the original Response and be supported with substantive documentation
(e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.)clearly showing that
Contractor's actual costs have increased per the applicable line-item bid. The Producer Price Index(PPI)may be
used as partial justification, subject to approval by H-GAC,but no price increase based solely on an increase in the
PPI will be allowed.This documentation should be submitted in Excel format to facilitate analysis and updating of
the website. The letter and documentation must be sent to Brian Denzel,H-GAC, Public Services Manager at
brian.denzel(i�h- ag c.com.
Review/Approval of Requests
If H-GAC approves the price increase, Contractor will be notified in writing;no price increase will be effective
until Contractor receives this notice. If H-GAC does not approve Contractor's price increase, Contractor may
terminate its performance upon sixty(60) days advance written notice to H-GAC,however Contractor must fulfill
any outstanding Purchase Orders. Termination of performance is Contractor's only remedy if H-GAC does not
approve the price increase.H-GAC reserves the right to accept or reject any price change request.
ARTICLE 24: DELIVERIES AND SHIPPING TERMS
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged
by H-GAC. Delivery made without such Purchase Order will be at Contractor's risk and will leave H-GAC the
option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item
within five(5)working days, or as agreed to on any corresponding customer Purchase Order.
Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase
order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has
accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor. The
Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in
arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise
stated in the Master Agreement, deliveries must consist only of new and unused merchandise.
ARTICLE 25: RESTOCKING(EXCHANGES AND RETURNS)
There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms
of any award. If the Customer wishes to return items purchased under an awarded contract,the Contractor agrees
to exchange,these items for other items,with no additional charge incurred. Items must be returned to Contractor
within thirty(30)days from date of delivery. If there is a difference in price in the items exchanged,the Contractor
must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for
any decrease in price per Customer's preference. On items returned, a credit or cash refund will be issued by the
Contractor to Customer. This return and exchange option will extend for thirty(30)days following the expiration
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of the term of the Contract.All items returned by the Customer must be unused and in the same merchantable
condition as when received. Items that are special ordered may be returned only upon approval of the Contractor.
ARTICLE 26: MANUALS
Each product delivered under contract to any Customer must be delivered with at least one(1)copy of a safety and
operating manual and any other technical or maintenance manual. The cost of the manual(s)must be included in
the price for the Product offered.
ARTICLE 27: OUT OF STOCK,PRODUCT RECALLS,AND DISCONTINUED PRODUCTS
H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is
responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts,
Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC.
Customer will have the option of accepting any equivalent product or canceling the item from Customer's
Purchase Order. Contractor is not authorized to make substitutions without prior approval.
ARTICLE 28: WARRANTIES, SALES,AND SERVICE
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the
Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer's standard warranty
and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty.
Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims,
Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims
that have been assigned to a third party.
ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default.
H-GAC will not pay for any expenses incurred after the termination date of the contract.
A. Convenience
H-GAC may terminate this Master Agreement at any time, in whole or in part,with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC,by
providing written notice by certified mail to the Contractor. Upon receipt of notice of termination,all
services hereunder of the Contractor and its employees and subcontractors shall cease to the extent
specified in the notice of termination.
The Contractor may cancel or terminate this Master Agreement upon submission of thirty(30)days
written notice,presented to H-GAC via certified mail. The Contractor may not give notice of cancellation
after it has received notice of default from H-GAC.
B. Default
H-GAC may,by written notice of default to the Contractor,terminate the whole or any part of the Master
Agreement, in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any
extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason
whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion
of services herein specified within the Master Agreement term is significantly endangered, and in
either of these two instances does not cure such failure within a period of ten(10)days(or such longer
period of time as may be authorized by H-GAC in writing)after receiving written notice by certified
mail of default from H-GAC.
(3) In the event of such termination,Contractor will notify H-GAC of any outstanding Purchase Orders and
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the
Contractor to complete the Purchase Order.If Contractor is unable to do so,Contractor may be subject to
a claim for damages from H-GAC and/or the End User.
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ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Master Agreement,which shall continue
in full force and effect.
ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Master Agreement shall be wholly or partially prevented from the
performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor,riot,
fire, flood, acts of war, insurrection, accident, order of any court,act of God, or specific cause reasonably beyond
the party's control and not attributable to its neglect or nonfeasance,in such event,the time for the performance of
such obligation or duty shall be suspended until such disability to perform is removed. Determination of force
majeure shall rest solely with H-GAC.
ARTICLE 32: CONFLICT OF INTEREST
No officer,member or employee of the Contractor or Contractors subcontractor,no member of the governing body
of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in
the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this
Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest,direct
or indirect, in this Master Agreement.
A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors
contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire(CIQ)if they have
an employment or other business relationship with an H-GAC officer or an officer's close family member.
The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics
Commission website https://www.ethics.state.tx.us/forms/CIOpdf. H-GAC officers include its Board of
Directors and Executive Director,who are listed on this website. Respondent must complete and file a CIQ
with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an
officer's close family member as defined in the law exists.
B. Certificate of Interested Parties Form—Form 1295: As required by Section 2252.908 of the Texas
Government Code. H-GAC will not enter a Contract with Contractor unless(i)the Contractor submits a
disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or
(ii)the Contractor is exempt from such requirement. The required form and instructions are located at the
Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.
Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.
ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards, and
environmental compliance.With regards to"Rights to Inventions Made Under a Contract or Master Agreement,"
If the Federal award meets the definition of"funding Master Agreement"under 37 CFR§ 401.2(a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental, developmental,or research work
under that"funding Master Agreement,"the recipient or subrecipient must comply with the requirements of 37
CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Master Agreements,"and any implementing regulations issued by
the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200,Appendix II.
Additionally, for work to be performed under the Master Agreement or subcontract thereof,including procurement
of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the
Contractor's federal compliance obligations. These may include,but are not limited to: (a)Title VI of the Civil
Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race, color or national origin; (b)
Title IX of the Education Amendments of 1972, as amended(20 U.S.C. §§ 1681-1683, and 1685-1686),which
prohibits discrimination on the basis of sex; (c)the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.),(d)
Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. § 794),which prohibits discrimination on
the basis of handicaps and the Americans with Disabilities Act of 1990; (e)the Age Discrimination in Employment
Act of 1967 (29 USC 621 et. seq.)and the Age Discrimination Act of 1974, as amended(42 U.S.C. §§ 6101-6107),
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which prohibits discrimination on the basis of age; (f)the Drug Abuse Office and Treatment Act of 1972(P.L. 92-
255), as amended,relating to nondiscrimination on the basis of drug abuse; (g)the Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(P.L. 91-616), as amended,relating to the
nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act
of 1912(42 U.S.C. 290 dd-3 and 290 ee-3), as amended,relating to confidentiality of alcohol and drug abuse
patient records; (i)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.),as amended,relating to
nondiscrimination in the sale,rental or financing of housing; 0)any other nondiscrimination provisions in any
specific statute(s) applicable to any Federal funding for this Master Agreement; (k)the requirements of any other
nondiscrimination statute(s)which may apply to this Master Agreement; (1)applicable provisions of the Clean Air
Act(42 U.S.C. §7401 et seq.),the Federal Water Pollution Control Act, as amended(33 U.S.C. §1251 et seq.),
Section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738, and the Environmental Protection
Agency regulations at 40 CPR Part 15; (m)applicable provisions of the Davis-Bacon Act(40 U.S.C. 276a -276a-
7),the Copeland Act(40 U.S.C. 276c),and the Contract Work Hours and Safety Standards Act(40 U.S.C. 327-
332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n)the mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with
the Energy Policy and Conservation Act(P.L. 94-163).
ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13,2020
AND AS AMENDED OCTOBER 26,2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. Covered telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any
subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure,and other national security purposes,video surveillance and
telecommunications equipment produced by Hytera Communications Corporation,Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities); 3)
telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense,in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation,reasonably believes to be an entity owned or controlled by, or otherwise connected to,the
government of a covered foreign country. Respondent must comply with requirements for certifications. The
provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required
representations. This rule applies to all acquisitions,including acquisitions at or below the simplified acquisition
threshold and to acquisitions of commercial items, including commercially available off the-shelf items.
ARTICLE 35: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322,as appropriate and to the extent consistent with law,when using federal grant
award funds H-GAC should,to the greatest extent practicable,provide a preference for the purchase,acquisition,
or use of goods,products,or materials produced in the United States(including but not limited to iron, aluminum,
steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including
all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to
qualify for Purchase Orders using federal grant money,then it shall work with H-GAC to provide all required
certifications and other documentation needed to show compliance.
ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse
as set forth by the H-GAC,the State of Texas, and the acts and regulations of any related state or federal agency.
The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity
through the filing of a written report within twenty-four(24)hours of knowledge thereof. Contractor shall notify
H-GAC of any accident or incident requiring medical attention arising from its activities under this Master
Agreement within twenty-four(24)hours of such occurrence. Theft or willful damage to property on loan to the
Contractor from H-GAC,if any, shall be reported to local law enforcement agencies and H-GAC within two (2)
hours of discovery of any such act.
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The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies,the State of Texas,
the Federal Bureau of Investigation, and any other duly authorized investigative unit,in carrying out a full
investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor
pertaining to this Master Agreement or which would adversely affect the Contractor's ability to perform services
under this Master Agreement.
ARTICLE 37: INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Master Agreement,whether for breach of contract,warranty,negligence, strict
liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any
loss of use,loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or
consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent
permitted by law,to defend and hold harmless H-GAC, its board members, officers, agents,officials,employees,
and indemnities from any and all claims, costs,expenses(including reasonable attorney fees), actions, causes of
action,judgements, and liens arising as a result of Contractor's negligent act or omission under this Master
Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor
relating to this Master Agreement.
ARTICLE 38: LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability
under this Master Agreement,whether for breach of contract,warranty,negligence, strict liability, in tort or
otherwise,but excluding its obligation to indemnify H-GAC, is limited to the price of the particular
products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace
product(s)that are not as warranted. In no event will Contractor be liable for any loss of use,loss of time,
inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to
the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay
and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any
agency of State or Federal government to have been paid in violation of the terms of this Master Agreement.
ARTICLE 39: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be
considered restrictive of the subject matter of any Article, or part of this Master Agreement.
ARTICLE 40: JOINT WORK PRODUCT
This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been
negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance
with its terms and, in the event of any ambiguities,no inferences shall be drawn against any party.
ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1)procuring only items
designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the
highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of
competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded$10,000; (2)procuring solid waste management services in a manner that
maximizes energy and resource recovery; and(3)establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as
required by the Resource Conservation and Recovery Act of 1976(42 U.S.C. § 6962(c)(3)(A)(i)),Respondent
certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the
performance of the Contract will be at least the amount required by the applicable contract specifications or other
contractual requirements.
ARTICLE 42: COPELAND "ANTI-KICKBACK"ACT
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Contractor shall comply with 18 U.S.C. § 874,40 U.S.C. § 3145, and the requirements of 29 C.F.R.pt. 3 as may be
applicable,which are incorporated by reference into the contract. The contractor or subcontractor shall insert in
any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor
shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract
clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment
as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
ARTICLE 43: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
These include,but are not limited to:
a) Title VI of the Civil Rights Act of 1964(P.L. 88-352),which prohibits discrimination on the basis of
race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended(20 U.S.C. §§1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973, as amended(29 U.S.C. §794),which prohibits
discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits
discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972(P.L. 92-255), as amended,relating to
nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of
1970(P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 ee-3), as
amended,relating to confidentiality of alcohol and drug abuse patient records;
h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended,relating to
nondiscrimination in the sale,rental, or financing of housing;
i) Any other nondiscrimination provisions in the specific statute(s)under which application for Federal
assistance is being made; and
j) The requirements of any other nondiscrimination statute(s)that may apply to the application.
ARTICLE 44: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable.
For the purposes of this Section, "drug-free"means a worksite at which employees are prohibited from engaging in
the unlawful manufacture, distribution,dispensation,possession, or use of a controlled substance.H-GAC may
request a copy of this policy.
ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master
Agreement will be bound by the foregoing terms and conditions.
ARTICLE 46: WARRANTY AND COPYRIGHT
Submissions must include all warranty information,including items covered,items excluded,duration, and
renewability. Submissions must include proof of licensing if using third party code for programming.
ARTICLE 47: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data
appropriately during the project to prevent unauthorized access to all data,products,and deliverables.
ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law arising under this Master Agreement,which are not addressed
within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive
Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice thereof to the
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Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless,within
thirty(30) days from the date of receipt of such notice,the Contractor requests a rehearing from the Executive
Director of H-GAC. In connection with any rehearing under this Article,the Contractor shall be afforded an
opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after
any such rehearing shall be final and conclusive. The Contractor may,if it elects to do so, appeal the final and
conclusive decision of the Executive Director to a court of competent jurisdiction.Pending final decision of a
dispute hereunder,the Contractor shall proceed diligently with the performance of the Master Agreement and in
accordance with H-GAC's final decision.
ARTICLE 49: CHOICE OF LAW: VENUE
This Master Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or
cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County,
Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules
of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 50: ORDER OF PRIORITY
In the case of any conflict between or within this Master Agreement,the following order of priority shall be
utilized: 1) General Provisions,2) Special Provisions, 3) Scope of Work, and 4) Other Attachments.
ARTICLE 51: WHOLE MASTER AGREEMENT
Please note,this is an H-GAC Master Agreement template and is used for all products and services offered
in H-GAC Cooperative Purchasing.Any redlines to this Master Agreement may not be reviewed. If this
Master Agreement has not been signed by the Contractor within 30 calendar days,this Master Agreement
will be automatically voided. The Master General Provisions,Master Special Provisions,and Attachments, as
provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all
oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided
herein,this Master Agreement cannot be modified without written consent of the parties.
ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT(SAM)
In accordance with 2 CFR Title 2, Subtitle A, Chapter 1,Part 25 as it applies to a Federal awarding agency's grants,
cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406.
Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal
award or financial modification to an existing Federal award to an applicant or recipient until the entity has
complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain
an active SAM registration(www.SAM.gov)with current information(other than any requirement that is not
applicable because the entity is exempted under§ 25.110). 2 CFR 25.200(b)requires that registration in the SAM
prior to submitting an application or plan; and maintain an active SAM registration with current information,
including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all
predecessors that have been awarded a Federal contract or grant within the last three years,if applicable, at all
times during which it has an active Federal award or an application or plan under consideration by a Federal
awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal
awarding agency. To remain registered in the SAM database after the initial registration,the applicant is required
to review and update its information in the SAM database on an annual basis from the date of initial registration or
subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready
to make a Federal award,if the intended recipient has not complied with an applicable requirement to provide a
unique entity identifier or maintain an active SAM registration with current information,the Federal awarding
agency: (1)May determine that the applicant is not qualified to receive a Federal award; and(2)May use that
determination as a basis for making a Federal award to another applicant.
ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS
In accordance with 2 CFR 200.323,the Houston-Galveston Area Council and the Contractor or Subrecipient must
comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include: (1)procuring only items designated in guidelines of the
Environmental Protection Agency(EPA) at 40 CFR part 247 that contain the highest percentage of recovered
materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of
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the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000;
(2)procuring solid waste management services in a manner that maximizes energy and resource recovery; and(3)
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. § 6962(c)(3)(A)(i)),the Contractor or Subrecipient certifies that the percentage of recovered
materials content for EPA-designated items to be delivered or used in the performance of the Agreement will be at
least the amount required by the applicable contract specifications or other contractual requirements.
SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first
written above,as accepted by:
Honeywell International,Inc. H-GAC
DocuSigned by: CDocuSigned by:
Signature E153CA8=1054F114- �k Signatur
... 82EC270D5D61423...
Name Asim Akram Name Chuck Wemple
Title General Manager Title Executive Director
Date 8/14/2023 Date 8/14/2023
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H-GAC
Houston-Galveston Area Council
P.O.Box 22777 • 3555 Timmons • Houston,Texas 77227-2777
Cooperative Agreement-Contract-Honeywell International,Inc.-Public Services-ID: 10811
MASTER SPECIAL PROVISIONS
Please note,this is an H-GAC Master Agreement template and is used for all products and services
offered in H-GAC Cooperative Purchasing.Any redlines to this Master Agreement may not be reviewed.
Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby
agree to the Master Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are
incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor's Response
to the Bid/Proposal.
ARTICLE 2: END USER MASTER AGREEMENTS ("EUA")
H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract
(CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master
Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state
agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit
corporation (providing one or more governmental function or service that possess legal authority to enter into
the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement.
H-GAC's acknowledgement is not an endorsement or approval of the End User Master Agreement's terms and
conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or
conditions that conflict with those in Contractor's Master Agreement with H-GAC. Contractor affirms that
termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any
underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration.
Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the
Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order
processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master
Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master
Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements
with other governmental customers within the State of Texas, and offers the same or substantially the same
products/services offered to H-GAC on a basis that provides prices, warranties,benefits, and or terms more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10)business days
thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended,to the
effective date of Contractor's most favorable past Master Agreement with another entity. Contractor shall
provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided
in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to
accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a
more favorable price, warranty,benefit, or term that was charged or offered to another entity during the term of
this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10)
business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid
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offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation,
may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor
shall be automatically amended, effective retroactively, to the effective date of the most favored Master
Agreement, to provide the same prices, warranties,benefits, or terms to H-GAC and the CUSTOMER/END
USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
proposer, or contractor, which are not within bidder's/proposer's control [example; a manufacturer's bid
concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this Master Agreement, whether for breach of contract, warranty, negligence,
strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts
determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of
the terms of this Master Agreement.
ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the
CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall
immediately notify H-GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master
Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives
notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the
applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END
USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC,
within thirty(30) calendar days or ten(10)business days after receipt of a CUSTOMER/END USER's
payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor
based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor
shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities
who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Master
Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master
Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC.
In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER
procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing
charges on any portion of the Master Agreement actually performed, and for which compensation was received
by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a
CUSTOMER/END USER purchase order is placed,to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
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a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
Aggregate limit of at least two times the Single Occurrence limit.
b. Product liability insurance with a Single Occurrence limit of at least$1,000,000.00, and a General
Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire
Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.
c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while
in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and
the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be
carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a
Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance
certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and
for any extensions thereof, plus the number of days/months required to deliver any outstanding order after
the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
f. If any Product(s) or Service(s)will be provided by parties other than Contractor, all such parties are
required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a
separate insurance certificate must be submitted for each such party.
g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and
document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
H-GAC's contractual requirements DO NOT include a Performance &Payment Bond(PPB); therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to
CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten
business (10) days of receipt of CUSTOMER/END USER's purchase order.
ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the
exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most
current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END
USER. Contractor will need to refer to the solicitation for the Order Processing Charge.
ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control,
dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to
advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the
right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up
to and including cancellation of Master Agreement.
ARTICLE 12: REOUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered
must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and
with at least the following:
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a. Be new,unused, and not refurbished.
b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to
preclude the Contractor from offering new models or configurations which incorporate improvements in
a current design or add functionality,but in which new model or configuration may be new to the
marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but
which are normally furnished or necessary to make the Product ready for its intended use upon delivery.
Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at
time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout
the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER.
e. Be designed and constructed using current industry accepted engineering and safety practices, and
materials.
f. Be available for inspection at any time prior to or after procurement.
ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor
Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is
denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement,unless the Texas
Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable
Texas Motor Vehicle Board documentation to H-GAC upon request.
ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction
of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of
manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and
unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the
Contractor.
ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous
three (3)month period. Reports must include,but are not limited, to the following information:
a. CUSTOMER/END USER Name
b. Product/Service purchased, including Product Code if applicable
c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor's employees who will have
direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost
of obtaining any background information requested by the CUSTOMER/END USER.
ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does
not boycott Israel; and 2)will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001,
Texas Government Code:
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1. "Boycott Israel"means refusing to deal with, terminating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically
with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not
include an action made for ordinary business purposes; and
2. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership,
joint venture, limited partnership, limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary,parent company or affiliate of those entities or business
associations that exist to make a profit.
ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION
As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a
company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization—
specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas
Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively
declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions
regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020
and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. "Covered telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any
subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure, and other national security purposes, video surveillance
and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision
Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities);
3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to,
the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26
requires that Contractors review SAM prior to completing their required representations. This rule applies to all
acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of
commercial items, including commercially available off the-shelf items.
ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program)
With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program
and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and
regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part
210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by
CUSTOMER/END USER regarding such programs.
In the event Contractor or Contractor's supplier(s) are unable or unwilling to certify compliance with the Buy
American Provision, or the applicability of an exception to the Buy American provision, H-GAC
CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC
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CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by
Contractor, and Contractor agrees to comply with any such requirement.
ARTICLE 21:BUY AMERICA REOUIREMENT(Applies only to Federally Funded Highway and Transit
Pro'ects
With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects,
Contractor shall comply with all federal procurement laws and regulations with respect to such projects,
including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as
amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the
extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER
regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally
funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect
to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 53230)(1), 49 C.F.R.
Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by
CUSTOMER/END USER regarding such programs.
ARTICLE 22: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END
USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the
purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER
must include this requirement in all subawards including all contracts and purchase orders for work or products
under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money,
they shall work with the CUSTOMER/END USER to provide all required certifications and other
documentation needed to show compliance.
ARTICLE 23: TITLE VI REOUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C.
§§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any
disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master
Agreement and will not be discriminated against on the grounds of race, color, or national origin in
consideration for an award.
ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase
Orders that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 shall be
deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive
Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,pg.339),
as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," and implementing regulations at 41CFR Part 60, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor."
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor
agrees that such provision applies to any contract that meets the definition of"federally assisted construction
contract" in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.
ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT
CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the
Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean
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Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-
1387). Violations must be reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency(EPA).
Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of
the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C.
1251-1387) and will remain in compliance during the term of the Contract.
ARTICLE 26: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the
Davis-Bacon Act, 40 U.S.C. 276a—276a-5, as amended, and the regulations adopted thereunder contained in 29
C.F.R. pt. 1 and 5.
ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708), where applicable, all
CUSTOMER/END USER Purchase Orders in excess of$100,000 that involve the employment of mechanics or
laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by
Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be
required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40
hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a
rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the
work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer
or mechanic must be required to work in surroundings or under working conditions which are unsanitary,
hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles
ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds more than the current Simplified Acquisition Threshold of$250,000, requires
negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide
information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also
agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing,
including any applicable discount, under any awarded contract.
ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment(31U.S.C. 1352)—Contractors that apply or bid for an award exceeding
$100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or
an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other
award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier,up to the
CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by,
and otherwise comply with, the Byrd Anti-Lobbying Amendment(31 USC 1352). Contractor certifies that it is
currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)
and will continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
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with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the
entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or
modification of a Federal contract, grant, loan, or cooperative Master Agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing, or attempting to influence, an officer or employee of a Member of Congress in connection
with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and
submit Standard Form—LLL, "Disclosure Form to Report Lobbying", in accordance with its
instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and
cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction
imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,
SUBGRANTS, COOPERATIVE MASTER AGREEMENTS,AND CONTRACTS
Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued
pursuant to the Clean Air Act of 1970, as amended(42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as
amended(13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR
Part 15.
ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT
Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871).
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9-1 -1 Equipment & Emergency Notification Software and Services
Scope of Work
2. Scope of Work/Specifications
This is an indefinite quantity/indefinite delivery offerings contract— The HGACBuy Customer is responsible
to ensure adequate competition is performed between the various contractors or contractors outside of
HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will
need to ensure compliance with any funding agency requirements before proceeding with a purchase order
under this contract. Please consult legal counsel regarding questions concerning compliance as a
contractor under this solicitation.
2.1. Overview
H-GAC is soliciting responses for selecting qualified manufacturers, distributors, installers and service providers of
911 Equipment& Emergency Notification Software and Services to make these types of products and services
available to Customers of the HGACBuy Cooperative Purchasing Program under blanket type contracts. Customers
may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional
services, training and maintenance agreements. This solicitation may include a request for a discount percent off
price catalog, category, or manufacturer, or price list for supplies, materials, or not to exceed hourly rates for
installation or repair. Respondents are not required to provide offerings on all categories. H-GAC will seek to
minimize duplication of awarded technologies and brands, but our goal is to contract for a variety of technologies
and solutions, affording our members a broad choice in their 911 / Public Safety Answering Points (PSAP) needs.
2.2. Categories
This Solicitation is divided into four (4) separate but related categories (A-D). Respondent is advised to offer a wide
array, or catalog, of products within each category listed below. When submitting a response, Respondent may
choose to give a response on any, or all, of the categories. No additional weighted value will be given to a
respondent who responds to more than one or all categories listed.
1. Equipment: Fixed/portable PSAP workstation/terminal equipment; emergency notification equipment;
related hard-wired/wireless telephone equipment; servers, mobile data terminal equipment; controllers,
routers, installation of fiber optic cable, etc.
2. Software: 911 records management, emergency notification software; Computer-Assisted
Dispatch/Mapping (CAD/CAM), in-vehicle/hand-held mapping systems, ePCR (electronic patient care
reporting), language interpretation, Automatic Number/Location ID (ANI/ALI), etc. (note: ongoing monitoring
fees should be priced as annual or multi-annual fees to accommodate HGAC's one-time fee accrual
process).
3. Furniture: Consoles, chairs, etc.
4. Other: 911 related equipment, systems and services not otherwise specified.
51
Attachment A
Honeywell International, Inc.
911 Equipment & Emergency Notification Software and Services
Contract No. EC07-23
H-GAC Product Code Item Description Discount (%)
Fixed/portable PSAP workstation/terminal equipment; related hard-
A - Equipment wired/wireless telephone equipment; servers, mobile data terminal equipment; 10%
controllers, routers, installation of fiber optic cable. Effective 06/14/2023
911 records management, Computer-Assisted Dispatch/Mapping
(CAD/CAM) in-vehicle/hand-held mapping systems, ePCR(electronic patient
B - Software 10%
care reporting), language interpretation, Automatic Number/Location ID
(ANVALI), etc. Effective 06/14/2023
C - Furniture Consoles, chairs, etc. Effective 06/14/2023 10%
D - Other 911 related equipment, systems and services not otherwise specified. Effective 10%
06/14/2023
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USDD SCOPE OF WORK
Overview
The purpose of this Scope of Work ("SOW") is to detail the tasks and responsibilities of USDD
related to the provision of the Phoenix G2 Fire Station Alerting System ("System") for County of
Orange, NC. USDD shall supply the components and services as outlined in USDD Quote
#NC_ORAN001-Qv1 attached hereto (the "Quote"), which shall include Dispatch-Level and
products, licenses and services described therein.
Orange County,NC Obligations
Orange County, NC shall take and perform all reasonable action necessary to facilitate USDD's
performance of the SOW hereunder. Prior to the initial project meeting,USDD shall provide Orange
County, NC with certain project documentation that lists tasks to be performed by Orange County,
NC to enable USDD to configure the Communications Gateway and prepare for installation and
implementation. In addition to the foregoing,Orange County,NC shall be responsible for procuring
and/or providing the following for use with the System:
a. The procurement and/or provision of all computers, peripherals, and consumables
(collectively "Municipality Equipment"), including printer paper, toner and ink
necessary for the installation, testing and functionality of the of the System;
b. Provide a CAD interface to the System on the existing or new CAD System. If
this requires software installation or development for the Orange County, NC's
CAD system, Orange County, NC must contact the CAD vendor and schedule
this work. timely manner, or the System installation may be significantly
delayed.
c. Provide the voice and data radio system, data network infrastructure, dispatch
computers with current version web browser, and personnel skilled in Orange
County,NC's radio and data systems. USDD's web-based user interface software
is only supported on the most recent versions of Microsoft Edge, Google Chrome,
and Mozilla Firefox web browsers;
d. Procure and install radio control station(s) or radio console(s), if necessary, and
integrate with existing radio system. Radios or consoles must have PTT input,
audio input, and COR output for full System functionality. Provide any third
party console software licenses as necessary;
e. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in any operating manuals for Orange County,NC
Equipment, including the replacement of UPS batteries as necessary;
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f. Providing all reasonable security and bearing all risk of loss or damage to any
Products delivered to, stored at,or installed on Orange County,NC's property;
g. Providing a stable means of data transmission between the Communications
Gateway and each Station Controller to be serviced by the System necessary for
the installation, testing and functionality of the of the System; such means of data
transmission may include,but is not limited to,TCP/IP,data modems,leased lines,
radios, etc;
h. The correct use of the Products and System in accordance with the manufacturer
and USDD's operating instructions; and
i. The security,accessibility,and integrity of the System,Equipment,and installation
site.
Remote Access to System
USDD requires remote network access to the System, including access to Orange County,NC's
Communications Gateways, any Station Controllers that will be installed in Orange County,
NC's constituent fire department, and other USDD-supplied equipment through Secure Shell
(SSH)to perform implementation and support tasks under this contract. To enable Orange
County,NC will provide USDD support personnel VPN or similar remote network access to the
System for USDD support personnel ("Municipality Support") to effectively troubleshoot
critical or complex problems and to expedite resolution of such issues. Remote network access is
also used to install core System software upgrades and customized software. USDD will only
access Orange County,NC's System with the knowledge and consent of Orange County,NC.
a. Alternative to Network Access. If Orange County, NC elects not to provide
remote network access to the System, then USDD may not be able to perform
some support functions. Municipalities that elect not to routinely provide
network access may temporarily reinstate this access to allow USDD to perform
the above services. The following services will not be performed without this
access:
• System software upgrades
• System software customization
• Network troubleshooting assistance including packet capture and network
monitoring on USDD devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. Orange County, NC must ensure that remote access is available
prior to notifying USDD of a support request. In the event that Orange County,
NC is unable to provide remote access, USDD will not be required to provide
support outside those tasks that do not require remote access, and any
corresponding resolution response times will not apply.
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c. Physical Security Tokens. USDD has multiple software engineers that provide
after-hours support and these engineers do not typically take security tokens
from the USDD office. If Orange County, NC requires the use of physical
security tokens this may delay after hours service.
Project Deliverables
The deliverables provided under this SOW include station alerting hardware and software,
software configuration, dispatch and station hardware installation, and user, administrator and
maintenance training (schedule coordinated with Orange County, NC) as detailed on the Quote
provided to Orange County,NC.
Hardware Deliverables
USDD will provide the hardware as detailed on the Quote provided to the Orange County, NC.
Hardware delivery/shipment is intended to be a single shipment to a single receiving point.
Orange County, NC provided warehouse must be an environmentally controlled and secure
storage area.
Software Deliverables
USDD will provide standard embedded software for the operation of the station alerting system.
This includes the software for the operation of the central Communications Gateway and GaRI
radio system interfaces.
Modifications to Standard Products
Modifications will be made, if required,to USDD's standard products where necessary to provide
the agreed upon functionality. Modifications will include VoiceAlert element order and
repetition, and printer display elements.
Standard Interface Software
USDD's Communications Gateway will interface to Orange County,NC's CAD system using the
USDD standard fire station alerting interface. The costs associated with CAD provider's fees are
not included. CAD Provider's portion of the FSA interface is the responsibility of Orange County,
NC.
Station Layout and Design
USDD will collaborate with Orange County, NC to plan and document the Products for each
station,layout of Product in each station,and installation protocols for each individual installation
site.
Training
a. Dispatch System Operation half-day)). The Dispatch System Operation class is
intended to give dispatch center personnel the skills to use the alerting system
through the CAD system,to operate the Manual Alerting client and to recognize
system faults. The class will be hands-on using the system prior to go live.
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b. Administration and Maintenance (half-day). The Administration and
Maintenance class is intended to give technical service personnel the skills to
perform system configuration, basic diagnostics and troubleshooting on the
station alerting system. The class will be hands-on using the system prior to go
live.
c. Installation Training(8 hours). The G2 certification will familiarize the installer
with unique features if the System. US Digital Designs will provide training
and supervision to Orange County, NC or contractor's personnel in the
installation and configuration of the station equipment. This training will include
installation classroom training, sample installations by USDD personnel,
supervision for personnel during initial installations, and telephone follow-up as
necessary.
USDD Project Roles and Responsibility
Overview
USDD will assign qualified personnel to implement the System for the Project. The project team
will be located primarily at the USDD headquarters in Tempe, Arizona, but will travel as
necessary to the Orange County,NC's location.
The following is a proposed list of USDD project personnel roles for this project. The list of roles
may change as necessary to accommodate new project requirements.
USDD Project Manager
The USDD project manager("Project Manager")will have the overall responsibility for ensuring
the success of the USDD portion of this project. The Project Manager will be the primary contact
for project-related issues and will be responsible for issue resolution. The Project Manager will
also develop an issue escalation plan in conjunction with the Municipality's System
Administrator.
Software En ig'neer
The USDD Software Engineer will be responsible for USDD's configuration of software required
for the system, and for the resolution of any USDD software issues identified during the course
of the project.
Orange County,NC Roles and Responsibilities
Orange County,NC's staff must be familiar with Orange County,NC existing systems and
needs with respect to fire station alerting. In particular, Orange County,NC must have subject
matter experts available for consultation on the existing communications systems, both in the
station and the communications center, and the current and proposed data networks.
USDD will need to rely on Orange County,NC personnel for direction on equipment location in
the data center. It is critical that personnel with both knowledge and authority be available for
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this direction.
Orange County,NC will also be required to provide any necessary third-party consultation and
configuration work for systems outside the overall contract.
Orange County,NC Point of Contact
Orange County,NC shall assign a minimum of one and a maximum of three contact people to
manage the installation and administration of the System(the "System Administrator"). Orange
County,NC shall provide USDD with written notice of such assignment prior to the Project
Meeting(defined below). Orange County,NC may change the System Administrator only
upon written notice to USDD. The System Administrator shall have the principal responsibility
of overseeing and managing this project on behalf of Municipality and shall be the primary
point of contact for Orange County,NC. Orange County,NC may replace the person serving as
its System Administrator only upon prior written notice to USDD. Orange County,NC will
ensure that the System Administrator is reasonably available to USDD and USDD may rely on
the direction of the System Administrator in performing its duties hereunder, including without
limit, direction to provide additional services.
Project Implementation
Project Planning
Project planning will begin with the initial project meeting ("Project Meeting"). USDD will
participate in the Project Meeting (which could be web based depending on scheduling
constraints). This meeting is important to developing the expectations of Orange County,NC and
establishing the specific equipment and services to be delivered by USDD.
USDD will work with Orange County,NC and CAD provider to develop an implementation plan
and schedule that meets the needs of the Municipality and is completed within the overall
timeframe of the project. The implementation plan will list all equipment to be delivered and will
detail the delivery timeframe for this equipment as well as any work to be done by Orange County,
NC prior to or after delivery and installation.
Any equipment, software development, installation or other work that is outside the scope of the
equipment and services described in the Quote will be considered out of scope and may be subject
to a formal change order. After the acceptance of the design, all changes in scope will be
considered subject to a formal change order.
CAD Interface Customization
USDD will provide its standard API for CAD System alerting interfacing and will customize this
interface to operate with the current version of Orange County,NC's CAD system FSA interface.
Any associated FSA interface fees charged by Orange County, NC's CAD provider are not
included in Quote.
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USDD will work with Orange County,NC and CAD provider to develop an implementation plan
and schedule that meets the needs of the Municipality and is completed within the overall
timeframe of the project. The implementation plan will list all equipment to be delivered and will
detail the delivery timeframe for this equipment as well as any work to be done by Orange County,
NC prior to or after delivery and installation.
Installation
US Digital Designs will install the Communications Gateway equipment in the data center or
other communications equipment location near the CAD equipment. USDD will also install the
GaRI radio control units and assist in their connection to Orange County, NC radio equipment.
USDD has arranged for a G2 Certified Installation Contractor to perform installation of Station-
Level components. Regardless of the party responsible for providing installation, all Product
MUST be installed by an Orange County, NC approved, USDD approved, and USDD certified
Phoenix G2 FSA installation contractor. USDD staff will perform final inspection and start-up
each station.
System Functionality Demonstration
USDD will demonstrate the functionality of the installed and configured system after system
installation. This demonstration will preferably utilize the CAD system to allow end-to-end
demonstration.
Acceptance Test Procedures
After all installation is complete and basic functionality has been demonstrated, Orange County,
NC and USDD will initiate the Acceptance Test Procedure ("ATP"). The ATP procedure will be
jointly developed based on the intended functionality of the System as actually installed and
carried out as described in the Section below entitled"System Acceptance."
Training
US Digital Designs will provide training to Orange County, NC personnel on the operation,
administration and maintenance of the System as priced in the Quote. The training will be
provided in half-day class(es) as required. This training will be scheduled in conjunction with
system testing and acceptance.
Project Controlling Process
Schedule Adherence
US Digital Designs will work with the System Administrator to track the progress of the project
and will work diligently to ensure that the project remains on or ahead of schedule. The schedule
may be adjusted to accommodate Orange County,NC's activity.
Change Management Process
A change management plan shall be developed jointly by Orange County, NC and USDD to
document procedures for additions, deletions and modifications to the scope of the project. This
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includes software feature development and delivery and installation of additional equipment
requested by the Municipality.
Project Closure
Overview
The project closure process ensures that all outstanding issues are resolved,provides feedback on
the project successes and issues to Orange County,NC and US Digital Designs.
Completion of Punch List Items
US Digital Designs will work with Orange County, NC to identify any outstanding items for
resolution. A list will be made of any unresolved issues and a disposition will be created for each
item.
System Acceptance
Within 60 days of the date the entire System installation is substantially complete and basic
functionality has been demonstrated to the System Administrator,USDD and Orange County,NC
shall jointly develop a written acceptance testing procedure ("ATP") and perform a test of the
System ("Acceptance Test"). The ATP shall be based on the System standards and criteria set
forth in the Scope of Work and the final configuration of the System as actually installed. Failure
of Orange County, NC to participate in the development of the ATP and to jointly perform the
Acceptance Test with USDD in good faith shall constitute Orange County, NC's irrevocable
acceptance of the System. Upon successful completion of the Acceptance Test, Municipality
shall provide USDD with a Certificate of Completion in a form acceptable to USDD. If Orange
County, NC believes the Acceptance Test was unsuccessful, and if Orange County, NC has
complied with all"Municipality Obligations"(as defined below),Orange County,NC may within
seven days of the date on which the Acceptance Test is complete, provide USDD with written
notice specifying the standards or criteria not met ("Failure Notice"). If within 30 days of the
Failure Notice, USDD has not caused the System to meet the standards and criteria set forth in
the Failure Notice, Orange County,NC may terminate this Contract for cause. Failure of Orange
County,NC to provide a timely Failure Notice shall constitute Orange County,NC's irrevocable
acceptance of the System.
Transition to Support
After a successful Acceptance Test and a short confirmation period, as mutually defined in the
ATP process document, Orange County,NC will be transitioned to support from the project team.
The primary contact for Orange County,NC may change. It is important for Orange County,NC
to continue to provide remote access to the System after the transition to support to allow US
Digital Designs support personnel to perform remote diagnostics on the System.
Project Closure
After transition of Orange County, NC to technical support, US Digital Designs will prepare a
document detailing any outstanding issues, lessons learned and other pertinent information for
Orange County,NC and/or CAD provider.
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Year-To-Date Budget Summary
Fiscal Year 2023-24
Emergency
Fund Budget Summary Telephone
Fund
Original Budget Revenue $571,016
Interfund Transfer Revenue
Fund Balance Appropiation
Total Original Budget $571,016
Additional Revenue Received Through
Budget Amendment#6-B (March 7, 2024)
Grant Funds
Non Grant Funds $7,144
Additional Interfund Transfer Revenue
Additional Fund Balance Appropriation $115,031
Total Amended Budget $693,191
Dollar Change in 2023-24 Approved Budget $122,175
Change in 2023-24 Approved Budget 21.40%
Authorized Full Time Equivalent Positions
Original Approved Full Time Equivalent Positions (includes
Permanent and Time Limited)
Changes to Full Time Equivalent Positions
Total Approved Full-Time-Equivalent Positions for Fiscal
Year 2023-24 0.000