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2024-158-E-Emergency Svc-Honeywell International-Hardware, software, installation, training, testing, technical support
Revised 04/23 1 [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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 2 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 3 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 9 th 2024 to June 30 th, 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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 4 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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 5 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, DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 6 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 http://www.orangecountync.gov/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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 7 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 11A 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] DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 04/23 8 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: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Asim Akram, General Manager Printed Name and Title DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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; DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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 Engineer 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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 18 Quotation to: Orange County, NC Orange County Project: G2 Fire Station Alerting System Two (2) Dispatch System Proposal number: NC_ORAN001 Revision # 2 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.lathrop@honeywell.com [This Proposal is subject to corrections due to Errors or Omissions] 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 of the Houston-Galveston Area Council. More information is available at: https://hgacbuy.org DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 2 of 18 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 Expires:3/31/24 Quote SUBMITTED TO: Orange County, NC Orange County REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DI1 LOT USDD 0 Radio System Interface (Full Console Interface) - (Requires owner- furnished, dedicated, console - specifically and solely tasked for Station Alerting) RSI-P $ 13,650.00 $ 12,285.00 - DI2 LOT CAD 1 CAD Interface - Central Square One Solution (USDD-side Only - Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-P $ 14,250.00 $ 12,825.00 12,825.00 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DC1 PR USDD 1 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $ 12,510.00 $ 11,259.00 11,259.00 DC2a Kit USDD 3 G2 Gateway Audio Radio Interface (GaRi) - Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $ 2,817.50 $ 2,535.75 7,607.25 DC2b Kit USDD 0 Rack-Mount Adapter Plate - Mounts (up to) 2 GaRI2s in 19" Rack GaRI2-RMP $ 65.00 $ 58.50 - DC3 Kit USDD 0 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others)TVR $ 1,121.50 $ 1,009.35 - DC4 Kit USDD 0 G2 Light Tower Interface LTI $ 675.00 $ 607.50 - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DS1 HR USDD 50 Gateway Configuration & Modifications GW-CM $ 373.75 $ 336.38 16,818.75 DS2a LOT USDD 1 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-I-O $ 1,006.25 $ 905.63 905.63 DISPATCH SYSTEM SERVICES PRIMARY DISPATCH G2 FSA SYSTEM PRIMARY-DISPATCH-LEVEL 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). NC_ORAN001 v2 DISPATCH SYSTEM INTERFACES DISPATCH SYSTEM COMPONENTS DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 3 of 18 DS2b LOT USDD 0 Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE by USDD Personnel) GW-I-C $ 375.00 $ 337.50 - DS3 LOT USDD 1 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $ 6,813.75 $ 6,132.38 6,132.38 DS4 LOT USDD 1 Gateway Project Management GW-PM $ 565.99 $ 509.39 509.39 DS5a LOT USDD 1 Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $ 5,008.75 $ 4,507.88 4,507.88 DS5b LOT USDD 0 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $ 1,523.75 $ 1,371.38 - DS6a LOT USDD 0 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $ 5,008.75 $ 4,507.88 - DS6b LOT USDD 0 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $ 1,523.75 $ 1,371.38 - DS7a LOT USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 7,043.75 $ 6,339.38 - DS7b LOT USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,593.75 $ 3,234.38 - DS8 LOT USDD 0 Misc Option 1 $ - $ - - DS9 LOT USDD 0 Misc Option 2 $ - $ - - 60,565.26 165.00 60,730.26 System Subtotal System Total: PRIMARY DISPATCH G2 FSA SYSTEM Shipping Total: DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 4 of 18 0 0 0 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT AP1 Ea/Yr USDD 0 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) APP-DLI $ 124.50 $ 112.05 $0 but no cost/included while under warranty or elected support Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT AP2 Ea/Yr USDD 0 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) APP-DLA $ 124.50 $ 112.05 - 1 - - # of Stations to have ATX Station Controller Installed: APP DEVICE LICENSES - INCLUDED (at no additional cost, x24 Per-ATX Installed while under Warranty/Support) APP DEVICE LICENSES - ADDITIONAL NEEDED (or surplus available) (If no longer under Warranty or Elected Support) Number of Years Purchasing for this License Group : 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. 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: # of Stations within the agency to be Alerted: DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 5 of 18 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DM1 YR USDD 1 G2 FSA Mapping Server - Yearly Hosting Cost (Cloud/USDD Hosted) Using National Street Data we provide, as-is MAP-CLD $ 1,540.00 $ 1,386.00 1386 included at no charge/no additional cost Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DM2 EA USDD 0 G2 FSA Mapping Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. MAP-CUS $ 5,215.00 $ 4,693.50 - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DM3 HR USDD 0 System Configuration and Modification for Mapping MAP-CM $ 325.00 $ 292.50 - DM4 LOT USDD 0 Customer-Hosted Mapping Server Configuration and Start-up MAP-CSU-O $ 5,925.00 $ 5,332.50 - DM5 LOT USDD 0 Mapping Gateway Project Management MAP-PM $ 415.00 $ 373.50 - DM6a LOT USDD 0 Training - Mapping Service - On- Site (4 Hours)MAP-TRN-O $ 4,425.00 $ 3,982.50 - DM6b LOT USDD 0 Training - Mapping Services - At Arizona Training Center MAP-TRN-AZ $ 1,550.00 $ 1,395.00 - DM6c LOT USDD 0 Training - Mapping Services - Remote Refresh (4 Hours)MAP-TRN-R $ 1,325.00 $ 1,192.50 - DM7 LOT USDD 0 Misc Option 1 $ - $ - - - - - Shipping Total: System Subtotal PRIMARY DISPATCH MAPPING SERVICE System Total: 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) CUSTOMER-HOSTED MAPPING MAPPING SYSTEM SERVICES PRIMARY DISPATCH MAPPING SERVICE DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL PRIMARY DISPATCH SYSTEM Page 6 of 18 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DW1 HR USDD 1.0 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 3,521.25 $3,169.13 3169.125 but No Charge For Initial Warranty Period / Not Included in Subtotals DW2 LOT USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12-Months) WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 3,521.25 $ 3,169.13 - INDIVIDUAL DISPATCH SYSTEMS TOTALS 60,730.26 - - 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):- 60,730.26 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. PRIMARY DISPATCH G2 FSA SYSTEM TOTAL: PRIMARY DISPATCH MOBILE APP SERVICE TOTAL: PRIMARY DISPATCH MAPPING SERVICE TOTAL: PRIMARY PRIMARY-DISPATCH-LEVEL GRAND TOTAL: (SEE 'SECTION TOTALS' PAGE FOR EVEN MORE DETAIL) DISPATCH-LEVEL WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT 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 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 7 of 18 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 Expires:3/31/24 Quote SUBMITTED TO: Orange County, NC Orange County REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DI1 LOT USDD 0 Radio System Interface (Full Console Interface) - (Requires owner- furnished, dedicated, console - specifically and solely tasked for Station Alerting) RSI-B $ 6,825.00 $ 6,142.50 $ - DI2 LOT CAD 1 BACKUP CAD Interface - Central Square One Solution (USDD-side Only - Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-B $ 7,125.00 $ 6,412.50 $ 6,412.50 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DC1 PR USDD 1 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each - 2RU Total G2-GW $ 12,510.00 $ 11,259.00 $ 11,259.00 DC2a Kit USDD 3 G2 Gateway Audio Radio Interface (GaRi) - Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $ 2,817.50 $ 2,535.75 $ 7,607.25 DC2b Kit USDD 0 Rack-Mount Adapter Plate - Mounts (up to) 2 GaRI2s in 19" Rack GaRI2-RMP $ 65.00 $ 58.50 $ - DC3 Kit USDD 0 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others)TVR $ 1,121.50 $ 1,009.35 $ - DC4 Kit USDD 0 G2 Light Tower Interface LTI $ 675.00 $ 607.50 $ - 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). NC_ORAN001 v2 BACKUP-DISPATCH-LEVEL BACKUP DISPATCH G2 FSA SYSTEM DISPATCH SYSTEM COMPONENTS DISPATCH SYSTEM INTERFACES DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 8 of 18 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DS1 HR USDD 25 BACKUP Gateway Configuration & Modifications GW-CM $ 373.75 $ 336.38 $ 8,409.38 DS2a LOT USDD 1 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-I-O $ 1,006.25 $ 905.63 $ 905.63 DS2b LOT USDD 0 Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE by USDD Personnel) GW-I-C $ 375.00 $ 337.50 $ - DS3 LOT USDD 1 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $ 6,813.75 $ 6,132.38 $ 6,132.38 DS4 LOT USDD 1 Gateway Project Management GW-PM $ 565.99 $ 509.39 $ 509.39 DS5a LOT USDD 0 Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $ 5,008.75 $ 4,507.88 $ - DS5b LOT USDD 0 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $ 1,523.75 $ 1,371.38 $ - DS6a LOT USDD 0 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $ 5,008.75 $ 4,507.88 $ - DS6b LOT USDD 0 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $ 1,523.75 $ 1,371.38 $ - DS7a LOT USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 7,043.75 $ 6,339.38 $ - DS7b LOT USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,593.75 $ 3,234.38 $ - DS8 LOT USDD 0 Misc Option 1 $ - $ - $ - DS9 LOT USDD 0 Misc Option 2 $ - $ - $ - 41,235.51$ 165.00$ 41,400.51$ DISPATCH SYSTEM SERVICES BACKUP DISPATCH G2 FSA SYSTEM System Total: Shipping Total: System Subtotal DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL BACKUP DISPATCH SYSTEM Page 9 of 18 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT DW1 HR USDD 1.0 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 2,808.75 $2,527.88 2527.875 but No Charge For Initial Warranty Period / Not Included in Subtotals DW2 LOT USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12-Months) WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 2,808.75 $ 2,527.88 $ - INDIVIDUAL DISPATCH SYSTEMS TOTALS 41,400.51$ -$ -$ 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):-$ 41,400.51$ 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. 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 BACKUP DISPATCH G2 FSA SYSTEM TOTAL: BACKUP DISPATCH MOBILE APP SERVICE TOTAL: BACKUP BACKUP-DISPATCH-LEVEL GRAND TOTAL: BACKUP DISPATCH MAPPING SERVICE TOTAL: (SEE 'SECTION TOTALS' PAGE FOR EVEN MORE DETAIL) DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL LICENSE ONLY Page 10 of 18 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 Expires:3/31/24 Quote SUBMITTED TO: Orange County, NC Orange County REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 13 G2 VOICEALERT - Single Station License. One- Time_Perpetual Per-Location. VA $ 1,102.50 $ 992.25 $ 12,899.25 AP2 Ea/Yr USDD 0 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month)G2-APP-DLA $ 124.50 $ 112.05 $ - 12,899.25$ -$ 12,899.25$ G2 FSAS LICENSES System: Miscellaneous (if applicable) LICENSE SUBTOTAL: 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. NC_ORAN001 v2 STATION-LEVEL G2 FSAS LICENSES VoiceAlert & Mobile Alerting App Licenses DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 11 of 18 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 Expires:3/31/24 Quote SUBMITTED TO: Orange County, NC Orange County REF PROPOSAL 102,130.78 Includes:60,730.26 - - - - Includes:41,400.51 - - - - Notes: 12,899.25 12,899.25 - - Notes: 115,030.03$ G2 FSAS LICENSES MISC.: US Digital Designs System Total: Includes:G2 FSAS LICENSES SYSTEM: G2 FSAS LICENSES WARRANTY & SUPPORT: Thirteen (13) G2 Voice Alert Licenses provided as a one-time fee. This fee is not included in any future warranty or support cost. Section Totals PRIMARY-DISPATCH-LEVEL SUBTOTAL STATION-LEVEL SUBTOTAL PRIMARY DISPATCH G2 FSA SYSTEM : PRIMARY DISPATCH MOBILE APP SERVICE : PRIMARY DISPATCH MAPPING SERVICE : PRIMARY DISPATCH WARRANTY & SUPPORT : NC_ORAN001 v2 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] BACKUP DISPATCH WARRANTY & SUPPORT : BACKUP DISPATCH G2 FSA SYSTEM MISC.: BACKUP DISPATCH MAPPING SERVICE : BACKUP DISPATCH G2 FSA SYSTEM : PRIMARY DISPATCH G2 FSA SYSTEM MISC: One (1) Dispatch Center System currently proposed/included. One (1) Backup/Disaster-Recovery Dispatch System has been included in this proposal. BACKUP DISPATCH MOBILE APP SERVICE : DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 12 of 18 (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 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 18 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 18 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 A 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 18 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 16 of 18 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 17 of 18 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 regard 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 18 of 18 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 are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order. No waiver, alteration, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. 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. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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 Page 1 of 13 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 Agr eement 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 2 of 13 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-guide/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 i nclude 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 3 of 13 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 01 2023 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/QUANTITY 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 Agr eement 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 4 of 13 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 5 of 13 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. In 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 6 of 13 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@h-gac.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 responsibi lity 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 7 of 13 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. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 8 of 13 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/CIQ.pdf. 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), DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 9 of 13 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; (j) 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; (l) 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 critica l 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. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 10 of 13 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 maint aining 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 11 of 13 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 12 of 13 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 I, 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 13 of 13 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. Signature $docusign:SignHere::Customer1 Name Asim Akram Title General Manager Date $docusign:DateSigned::Customer1 H-GAC Signature $docusign:SignHere::InternalSigner Name Chuck Wemple Title Executive Director Date $docusign:DateSigned::InternalSigner DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 8/14/2023 8/14/2023 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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 Page 1 of 8 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 2 of 8 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: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 3 of 8 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: REQUIREMENTS 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: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 4 of 8 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: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 5 of 8 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 6 of 8 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 REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects) 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 5323(j)(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 REQUIREMENTS 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 7 of 8 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 DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Page 8 of 8 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). DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 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. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Attachment A Honeywell International, Inc. 911 Equipment & Emergency Notification Software and Services Contract No. EC07-23 H-GAC Product Code Item Description Discount (%) A - Equipment Fixed/portable PSAP workstation/terminal equipment; related hard- wired/wireless telephone equipment; servers, mobile data terminal equipment; controllers, routers, installation of fiber optic cable. Effective 06/14/2023 10% B - Software 911 records management, 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. Effective 06/14/2023 10% C - Furniture Consoles, chairs, etc. Effective 06/14/2023 10% D - Other 911 related equipment, systems and services not otherwise specified. Effective 06/14/2023 10% DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320752405777247455007704015752674710077260711364101320770261511227613007724231552274530077727252025773110777777707000707007 6666666606060600062606466204446200602220626226002006222004060040202062020262620622000620202624004200006222004242040200062202040422400200620222626020262006002266200640262066646062240664440666666606000606006Certificate No : 570104288053 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/11/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 22322Greenwich Insurance CompanyINSURER A: 24554XL Insurance America IncINSURER B: AA1121547XL Insurance Company SEINSURER C: 37885XL Specialty Insurance CoINSURER D: INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: Honeywell International Inc. 855 S. Mint Charlotte NC 28202 USA COVERAGES CERTIFICATE NUMBER:570104288053 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $5,000,000 $50,000 $5,000,000 $5,000,000 Included A 04/01/2023 04/01/2024YRGC943763010 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000A04/01/2023 04/01/2024 AOS COMBINED SINGLE LIMIT (Ea accident)RAC943764210 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $4,000,00004/01/2023 Excess Auto UMBRELLA LIABA 04/01/2024RAO943764510 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $5,000,000 X OTH-ERPER STATUTEB04/01/2023 04/01/2024 AOS RWC943540210C 04/01/2023 04/01/2024 $5,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / AN AK, WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $5,000,000 RWD943540310 EL Each AccidentRWE94354041004/01/2023 04/01/2024 AZ, OH, WA $5,000,000EL Disease - Ea Empl EL Annual Aggregate $5,000,000 Excess Workers CompensationD SIR applies per policy terms & conditions $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County is included as Additional Insured for the General Liability policy with respect to Honeywell operations in connection with Honeywell International, Inc. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Numbe See Certificate Numbe 570104288053 570104288053 Aon Risk Services Northeast, Inc. 570000054391 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # Honeywell International Inc. TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER D RWE943540510 04/01/2023 04/01/2024 Excess WC Limits AZ, OH, WA, & NM are Statutory in Excess WC - NM ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY EOC 0296867 - 06 10,000,000Cyber/Professional Liability CN101670609--CPROF-23-24 06/01/2024 NYC-011895405-01 02/21/2024 2 06/01/2023 Limit: and/or its Subsidiary Companies Honeywell International Inc. Charlotte, NC 28202 300 S Tryon St Suite 500, 6th Floor Zurich 1166 Avenue of the Americas MARSH USA, LLC. New York, NY 10036 N Hillsborough, NC 27278 Orange County P.O. Box 8181 A DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MARSH USA, LLC.� The Professional policy evidenced above is subject to self-insured retentions for various perils covered. �� 2 New York Certificate of Liability Insurance25 and/or its Subsidiary Companies� Honeywell International Inc.� 300 S Tryon St Suite 500, 6th Floor� 2 CN101670609 Charlotte, NC 28202 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Honeywell International, Inc. Vendor Contact Person: Asim Akram Phone: 602-687-1730 Address: 1835 E 6th St., Ste. 27 City Tempe State: AZ Zip: 85281 Department: Emergency Services Amount: $115,030.03 Purpose: Hardware, software, installation, training, testing, technical support Budget Code(s): 35755120 630000 Vendor # Vendor Status with NCSOS: ACTIVE Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 01/09/2024 End Date 06/30/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 03/07/2024); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: 03/07/2024) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(#E) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 3/11/2024 3/14/2024 3/18/2024 3/19/2024 3/20/2024 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320752405777247455007704015752674710077260351364101320734265555267657007720631552674130077727252025773110777777707000707007 6666666606060600062606466204446200600200626204000206022204242262200060022260602622000602220604026222006020226240042000062220062402602000622002606220060006022266200642240066646062240664440666666606000606006Certificate No :570104297426CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/12/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 22322Greenwich Insurance CompanyINSURER A: 24554XL Insurance America IncINSURER B: AA1121547XL Insurance Company SEINSURER C: 37885XL Specialty Insurance CoINSURER D: INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: Honeywell International Inc. 855 S. Mint Charlotte NC 28202 USA COVERAGES CERTIFICATE NUMBER:570104297426 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $5,000,000 $50,000 $5,000,000 $5,000,000 Included A 04/01/2023 04/01/2024 Y Y RGC943763010 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000A04/01/2023 04/01/2024 AOS Y Y COMBINED SINGLE LIMIT (Ea accident) RAC943764210 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $4,000,00004/01/2023 Excess Auto UMBRELLA LIABA 04/01/2024RAO943764510 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $5,000,000 X OTH-ER PER STATUTEB04/01/2023 04/01/2024 AOS RWC943540210C 04/01/2023 04/01/2024 $5,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A Y YN AK, WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $5,000,000 RWD943540310 EL Each AccidentRWE94354041004/01/2023 04/01/2024 AZ, OH, WA $5,000,000EL Disease - Ea Empl EL Annual Aggregate $5,000,000 Excess Workers CompensationD SIR applies per policy terms & conditions $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County is included as Additional Insured for the General Liability and Auto policies with respect to Honeywell operations in connection with Honeywell International, Inc. Coverage is Primary and Non-Contributory for the General Liability and Automobile Liability policies. Waiver of Subrogation is granted in favor of Orange County for the General Liability, Automobile Liability and Workers' Compensation policies where required by written contract. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570104297426 570104297426 Aon Risk Services Northeast, Inc. 570000054391 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # Honeywell International Inc. TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER D RWE943540510 04/01/2023 04/01/2024 Excess WC Limits AZ, OH, WA, & NM are Statutory in Excess WC - NM ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY EOC 0296867 - 06 10,000,000Cyber/Professional Liability CN101670609--CPROF-23-24 06/01/2024 NYC-011895405-02 03/14/2024 3 06/01/2023 Limit: Orange County is included as additional insured where required by written contract. and/or its Subsidiary Companies Honeywell International Inc. Charlotte, NC 28202 300 S Tryon St Suite 500, 6th Floor Zurich 1166 Avenue of the Americas MARSH USA, LLC. New York, NY 10036 N Hillsborough, NC 27278 Orange County P.O. Box 8181 A DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MARSH USA, LLC.� The Professional policy evidenced above is subject to self-insured retentions for various perils covered. �� 2 New York Certificate of Liability Insurance25 and/or its Subsidiary Companies� Honeywell International Inc.� 300 S Tryon St Suite 500, 6th Floor� 2 CN101670609 Charlotte, NC 28202 DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1