HomeMy WebLinkAboutOTHER-2024-055 Procurement of Public Safety Software Consulting Services Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT("Agreement") is entered into(the"Effective Date") upon execution of all
necessary signatures by and between Orange County, a political subdivision of the State of North Carolina, and
the Orange County Sheriff's Office, 106 E Margaret Lane, Hillsborough, NC 27278, (collectively, the "Customer"),
and National Public Safety Group, LLC, a North Carolina limited liability company, 124 Newington Way,Aberdeen,
North Carolina 28315, (the "Consultant" or "NPSG") (Customer and Consultant, individually, a "Party" and,
collectively,the "Parties").
RECITALS
A. The Customer intends to secure professional services more fully described in this Agreement, at Exhibit
A, entitled "Scope of Services,"for consulting services.
B. The Consultant is experienced in the selection, procurement, and implementation of public safety
software, hardware, and related systems and offered to provide the Customer and its affiliates with
certain consulting services, and the Customer desires to receive the consulting services, subject to the
terms and conditions set forth herein.
AGREEMENT
NOW,THEREFORE, in consideration of the mutual covenants,agreements and conditions set forth herein,
and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the
Parties hereby agree as follows:
1. Engagement.
a. Services. The Customer hereby engages the Consultant to perform the Services, as more
particularly set forth on Exhibit A(as maybe amended or supplemented pursuant to the terms
of the Agreement from time to time) (collectively,the "Services"), and the Consultant hereby
accepts the engagement and agrees to provide the Services. The Consultant and the
Customerwill mutually agree upon the method,details and means of performingthe Services.
b. Performance of the Services.
i. For each month during the Term (as defined below), the Consultant commits to
dedicate its best efforts to render the Services, provided, however, that the
Consultant shall work as many hours as may be reasonably necessary to timely render
the Services pursuant to this Agreement.
ii. The Consultant shall render to the Customer and certain of its affiliates the Services
in a timely and professional manner consistent with industry standards in accordance
with this Agreement.
iii. With the prior written approval of Customer,the Consultant may subcontract certain
portions of the Services or other obligations under this Agreement to parties whom
or which the Consultant believes to be competent and professionally qualified
therefor. In performing the Services, the Consultant agrees to provide its own
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personnel, equipment,tools and other materials at his own expense.
iv. The Customer shall make its facilities and equipment available to the Consultant as
reasonably necessary in connection with the Services.
2. Independent Contractor Relationship. The Consultant's relationship with the Customer shall be that
of an independent contractor, and nothing in this Agreement should be construed to create a
partnership, joint venture, agency or employer-employee relationship between the Parties. The
Consultant is not the agent of the Customer or any of its affiliates and is not authorized and shall not
have any authority to make any representation, contract or commitment on behalf of the Customer
or its affiliates, or otherwise bind the Customer or its affiliates in any respect whatsoever. For the
avoidance of doubt, Consultant is not authorized to make any representation, contract or
commitment on behalf of the Customer or its affiliates for the purchase of Public Safety Systems. The
Consultant shall be solely responsible for all tax returns and payments required to be filed with or
made to any federal, state or local tax authority with respect to the Consultant's performance of the
Services and receipt of fees under this Agreement. The Customer may regularly report amounts paid
to the Consultant with the Internal Revenue Service as required by law. The Consultant shall comply
with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal
laws, rules and regulations including, without limitation, obligations such as payment of all taxes,
social security, disability and other contributions based on fees paid to the Consultant under this
Agreement.
3. Compensation.
a. Consulting Fees. The Customer shall, in consideration of the performance of the Services, pay
the Consultant the sums set forth on Exhibit B (the "Consulting Fees"). Each Customer entity
shall pay the portion of their costs as set out in Exhibit B. Any change orders or additional
services shall be contracted and paid for by the respective party, without contribution from
the other party.
i. The maximum amount payable for services under this agreement shall not exceed
$545,310.
b. Payment Milestones. See Exhibit C
c. Payments. Payments will be made by ACH.After contract signing,you will receive a separate
email with our ACH information for payment. Consultant agrees to complete any County
forms required to remit payment via ACH.
d. Late Payments are subject to a 1.5% interest fee on the outstanding late balance.
e. Taxes. Our Cost Proposal does not include any taxes — local, county, state, or federal. The
Agency is responsible for paying all taxes on the services we provide. If required to pay applicable
taxes for your specific jurisdiction, those will be invoiced to you. If you are a tax-exempt agency,
you will need to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable
taxes to the appropriate entities, which you will be required to reimburse us for. For clarity, we
are responsible for paying our income taxes—state and federal —as applicable, arising from the
services provided in this agreement.
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4. Term and Termination.
a. Commencement. This Agreement shall commence on the Effective Date and shall terminate
upon completion of the agreed upon Scope of Work in Exhibit A, or:
b. Termination. Notwithstanding Section 4(a), this Agreement may be terminated by either
party with 60 days' written notice to the other Party.
c. Effect of Termination. The termination or expiration of this Agreement shall in no way affect
or impair any right which has accrued to either Party prior to the date when such termination
or expiration became effective. Upon the effective date of any termination or expiration of
this Agreement, the Consultant shall immediately cease performing the Services, and, in the
event of breach by the Customer, the Customer shall pay all the Consulting Fees to the
Consultant that are due and owing for the current phase of the Proposal, including payment
for completion of the current phase regardless of whether the objective of the current phase
is attained. The provisions of Section 2, Section 3(b), Section 5, Section 6, Section 7, Section
8, Section 9, Section 10, and this Section 4 shall survive any expiration or other termination
of this Agreement. Termination of this Agreement by either Party shall not act as a waiver of
any breach of this Agreement and shall not act as a release of either Party from any liability
for breach of such Party's obligations under this Agreement. Neither Party shall be liable to
the other for damages of any kind solely as a result of terminating or expiration of this
Agreement in accordance with its terms, and termination of this Agreement by a Party shall
be without prejudice to any other right or remedy of such Party under this Agreement or
applicable law.
5. Confidentiality.
a. Public Records Law. The Parties acknowledge the applicability of and agree to comply as
applicable with, North Carolina's public records laws that are set forth in Chapter 132 of the
North Carolina General Statutes.
b. Customer Confidential Information. By virtue of this Agreement, the Consultant will have
access to confidential information and materials of the Customer that are provided to the
Consultant after the execution of this Agreement and so designated in writing (collectively,
the "Customer Confidential Information"). Customer Confidential Information does not
include information that (i) is already in the Consultant's possession at the time of disclosure
by the Customer, (ii) is or becomes part of public knowledge other than as a result of any
action or inaction of the Consultant, (iii) is obtained by the Consultant from an unrelated third
party without a duty of confidentiality, or (iv) is independently developed by the Consultant.
The Consultant shall not use Customer Confidential Information for any purpose other than
in furtherance of this Agreement and the activities described herein. The Consultant shall not
disclose Customer Confidential Information to any third parties except as otherwise
permitted hereunder. The Consultant shall maintain Customer Confidential Information with
at least the same degree of care it uses to protect its own proprietary information of a similar
nature or sensitivity, but no less than reasonable care under the circumstances. The
Consultant shall promptly advise the Customer in writing of any misappropriation or misuse
of Customer Confidential Information of which the Consultant becomes aware.
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c. Consultant Confidential Information. By virtue of this Agreement, the Customer will have
access to confidential information and materials of the Consultant that are provided to the
Customer after the execution of this Agreement and so designated in writing(collectively,the
"Consultant Confidential Information"). Consultant Confidential Information does not include
information that (i) is already in the Customer's possession at the time of disclosure by the
Consultant, (ii) is or becomes part of public knowledge other than as a result of any action or
inaction of the Customer, (iii) is obtained by the Customer from an unrelated third party
without a duty of confidentiality, or (iv) is independently developed by the Customer. The
Customer shall not use Consultant Confidential Information for any purpose other than in
furtherance of this Agreement and the activities described herein. The Customer shall not
disclose Consultant Confidential Information to any third parties except as otherwise
permitted hereunder. The Customer shall maintain Consultant Confidential Information with
at least the same degree of care it uses to protect its own proprietary information of a similar
nature or sensitivity, but no less than reasonable care under the circumstances. The
Customer shall promptly advise the Consultant in writing of any misappropriation or misuse
of Consultant Confidential Information of which the Customer becomes aware.
d. Exclusions. Notwithstanding the foregoing, this Agreement shall not prevent the Consultant
from disclosing Customer Confidential Information or the Customer from disclosing
Consultant Confidential Information to the extent required by a judicial order or other legal
obligation; provided, however, that, in such event, the Party from which disclosure is sought
shall promptly notify the other Party to allow intervention (and shall cooperate with the Party
from which disclosure is sought)to contest or minimize the scope of the disclosure (including
application for a protective order). Further, Each Party may disclose the terms and conditions
of this Agreement(i) in confidence,to legal counsel, (ii) in confidence,to accountants,and (iii)
in connection with the enforcement of this Agreement or any rights hereunder.
e. Equitable Relief. The Consultant acknowledges that unauthorized use or disclosure of
Customer Confidential Information could cause the Customer irreparable harm for which its
remedies at law would be inadequate, and, similarly, the Customer acknowledges that
unauthorized use or disclosure of Consultant Confidential Information could cause the
Consultant irreparable harm for which its remedies at law would be inadequate. Accordingly,
each Party acknowledges and agrees that the other Party will be entitled, in addition to any
other remedies available to it at law or in equity,to the issuance of injunctive relief enjoining
any breach or threatened breach of its obligations hereunder.
6. Warranties.
a. Authority. The Consultant represents, warrants and covenants to the Customer that the
Consultant has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents, approvals or immunities not yet
obtained.
b. No Implied Warranties. The Customer agrees that (i)the Consultant is not the manufacturer
or distributor of any of the products or services subject to the Services (collectively, the
"Third-Party Products"), (ii) the warranties and representations, if any, applicable to any of
the Third-Party Products (including, without limitation, their respective specifications) are
those of the manufacturer or distributor thereof and not the Consultant, and (iii) the
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Consultant bears no obligation or liability related to or resultant from the warranties or
representations, if any, applicable to any of the Third-Party Products (including, without
limitation, their respective specifications). THE WARRANTY SET FORTH IN SECTION 6(A) IS
THE ONLY WARRANTY MADE BY THE CONSULTANT HEREUNDER. THE CONSULTANT HEREBY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY,SATISFACTORY QUALITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
7. Limitation on Liability. UNDER NO CIRCUMSTANCE SHALL THE CONSULTANT'S LIABILITY ARISING OUT
OF OR IN CONNECTION WITH ANY ORDER OR OTHER AGREEMENT BETWEEN THE CONSULTANT AND
THE CUSTOMER OR THE CONSULTANT'S PERFORMANCE OR ASSERTED FAILURE TO PERFORM
HEREUNDER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE
AGGREGATE CONSULTING FEES PAID HEREUNDER. IN NO EVENT SHALL THE CONSULTANT BE LIABLE
FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES,
INCLUDING. WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE OR GOODWILL,
WHETHER OR NOT THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. This
limitation of liability represents an allocation of risks between the Customer and the Consultant,
which allocation is reflected in the purchase price for the Products. The Customer acknowledges that
the amount of the Consulting Fees reflects and incorporates the disclaimer of warranties and
limitation of liability and remedies set forth herein (without which the Consulting Fees would have
been substantially higher). Further, without limitation upon the generality of any other provision
hereof,the liabilities of the Customer shall be limited to the refund of the Consulting Fees.
8. Indemnification. The Customer shall indemnify, defend, and hold the Consultant and its members
and employees harmless from and against all claims and losses arising out of or relating to the
Consultant's performance of its obligations under this Agreement; provided, however, that the
Customer's obligations under this Section 8 shall not apply to the extent that any loss is the direct
result of(i)the gross negligence or willful misconduct of Consultant, (ii) the failure of the Consultant
to perform under, or its breach of,this Agreement or(iii)the failure of Consultant to comply with any
applicable law. The Consultant will provide the Customer with all reasonable information and
assistance to settle or defend the claim, and the Customer shall not, without the approval of the
Consultant, consent to the entry of any judgment or effect any settlement of any pending or
threatened proceeding without the consent of the Consultant.
9. Insurance. The Consultant will maintain general liability insurance in the amounts shown in Exhibit D
of this agreement.
10. Miscellaneous.
a. Entire Agreement; Waiver; Amendment. This Agreement, including any appendices hereto,
constitutes the entire agreement between the Parties with respect to the subject matter
hereof,and supersedes all other prior agreements or undertakings with respect to the subject
matter hereof, both written and oral. No delay or failure on the part of any Party in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single
or partial exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to,any provision of this Agreement shall in
any event be effective unless the same shall be in writing and signed by and delivered to the
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Party against which or whom enforcement is sought, and then any such amendment,
modification, waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
b. Severability. If the application of any provision of this Agreement to any particular facts or
circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court,
arbitration panel or other tribunal of competent jurisdiction,then (i)the validity, legality and
enforceability of such provision as applied to any other particular facts or circumstances, and
the other provisions of this Agreement, shall not in any way be affected or impaired thereby,
and (ii) such provision shall be enforced to the maximum extent possible so as to effect the
intent of the parties. If, moreover, any provision contained in this Agreement shall for any
reason be held to be excessively broad as to duration,geographical scope, activity or subject,
it shall be construed by limiting and reducing it, so as to be enforceable to the extent
compatible with applicable law.
c. Governing Law. This Agreement shall be interpreted and construed in accordance with the
laws of the State of North Carolina. Any and all claims, controversies, and causes of action
arising out of or relating to this Agreement, whether sounding in contract, tort, or statute,
shall be governed by the laws of the State of North Carolina, including its statutes of
limitations, without giving effect to any conflict-of-laws rule that would result in the
application of the laws of a different jurisdiction. Each Party hereby (a) irrevocably submits
and consents to the exclusive jurisdiction and venue of the General Court of Justice of the
State of North Carolina for Orange County and the United States District Court for the Middle
District of North Carolina, as well as all respective appellate courts therefrom, (collectively,
the "Courts") over any action, suit or proceeding arising out of or relating to this Agreement,
(b) consents to the exercise of personal jurisdiction thereover and venue in the Courts and
hereby waives any objection and defense to the exercise of personal jurisdiction or venue, (c)
covenants that it will not commence any action, suit or proceeding arising out of or relating
to this Agreement except in the Courts, and (d) agrees that (i) any action brought in
contravention of this Section 10(c) is subject to dismissal at any time and at any stage of the
action, suit or proceeding, and no action taken by the other Party in defending,
counterclaiming or appealing shall be construed as a waiver of this right to immediate
dismissal and (ii)a Party bringing an action in contravention of this Section 10(c)shall be liable
to the other Party for the costs, expenses and attorneys' fees incurred in successfully
dismissing the action or successfully transferring the action to the Courts. No provision of this
Section 10(c) shall be construed, however, to affect the right of any Party to enforce a
judgment rendered by the Courts in any other jurisdiction.
d. Orange County Ordinance. By executing this Agreement, Consultant affirms that Consultant
and any subcontractors of Consultant are and shall remain in compliance with Article 2 of
Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant
certifies that Consultant 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, Consultant certifies that Consultant has not been
identified, and has not utilized the services of any agent or subcontractor identified, on the
list created by the State Treasurer pursuant to G.S. 147-86.81.
e. Remedies. All rights and remedies hereunder shall be cumulative,may be exercised singularly
or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
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f. Notices.All notices, requests and other communications hereunder shall be in writing and
shall be deemed to have been duly given and received (a) when personally delivered or (b)
one(1)business day after proper prepaid deposit for next-day delivery to a national overnight
courier service providing evidence of delivery, postage prepaid, addressed to the Party to
whom or which notice is to be given at the address hereinabove set forth therefor. The
rejection or other refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice, request or
communication sent. The addresses hereinabove set forth may be changed as to any Party
upon at least ten (10) days' prior notice thereof to the other Parties.
g. Construction. This Agreement was negotiated by the Parties and is to be deemed to have
been prepared jointly by the Parties after arms-length negotiations and constitutes a free
bargain between the Parties, and any uncertainty or ambiguity existing herein shall not be
interpreted against any Party—and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any Party shall not apply to
any construction or interpretation hereof—but according to the application of the rules of
interpretation of contracts. Further, in this Agreement, unless an express contrary intention
is herein set forth, (a) the singular number includes the plural number and vice versa, (b)
"hereunder," "hereof," "hereto," and words of similar import shall be deemed references to
this Agreement as a whole and not to any particular section or other provision hereof, (c)
"including" (and with correlative meaning "include") means including without limiting the
generality of any description preceding such term, (d) "or" is used in the inclusive sense of
"and/or," and (e)the recitals hereinabove set forth are incorporated herein by reference.
h. Exhibits. All Exhibits attached hereto are hereby incorporated by reference into, and made a
part of,this Agreement.
i. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall together constitute one and the same
agreement (it being understood that all Parties need not sign the same counterpart). This
Agreement,to the extent signed and delivered or countersigned and returned by means of a
facsimile machine or other or electronic reproductive image of a signature, shall be treated in
all manner and respects as an original agreement and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. 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 Chapter
60 of the North Carolina General Statutes.
j. Parties in Interest. Nothing in this Agreement shall be construed as giving any person or
entity, other than the Parties, and their respective successors and permitted assigns, any
right, remedy or claim under or in respect to this Agreement or any provision hereof.
k. Headings. The section headings throughout this Agreement are for convenience and
reference only, and words contained therein shall in no way be held to explain, modify,
simplify or aid in the interpretation, construction or meaning of the provisions of this
Agreement.
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I. Piggybacking. To the extent allowed by law, any public procurement unit, within or without
the Customer's state, is permitted under applicable law to purchase services, supplies,
materials,equipment,and other personal property under the terms of a contract entered into
by another awarding or sponsoring public procurement unit pursuant to the process
commonly known as "piggybacking," the Parties hereby consent thereto and, to the extent
permitted under applicable law, hereby extend this option to other public procurement units
for the items and services that are the subject of this Agreement. Governmental entities
wishing to use this Contract will be responsible for issuing their own purchase
documents/price agreements, providing for their own acceptance, and making any
subsequent payments. A contract entered into with another agency or entity that is entered
into as an extension of this Contract, will hold harmless the Customer and each government
entity and their members from all claims,demands, actions or causes of actions of every kind
resulting directly or indirectly, arising out of, or in any way connected with the use of this
Contract. Failure to do so will be considered a material breach of this Contract and grounds
for immediate Contract termination. The Customer makes no guarantee of usage by other
users of this Contract.
m. Non Appropriation: Consultant acknowledges that Customer is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of
its statutory mandate. In the event that public funds are unavailable and not appropriated for the
performance of Customer's obligations under this Agreement, then this Agreement shall
automatically expire without penalty to the Customer immediately upon written notice to
Everbridge of the unavailability and non-appropriation of public funds.
n. Signatures: This Agreement together with any amendments or modifications may be executed
electronically.All electronic signatures affixed hereto evidence the intent of the Parties to comply
with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66.
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IN WITNESS WHEREOF, this Agreement is executed (a), if by an individual, by hereunto setting his or her hand
under seal by adoption of the word "SEAL" appearing next to his or her signature, (b), if by a corporation, by the
duly authorized officer, director or shareholder of the corporation on its behalf under seal, if an impression seal
appears hereon, by affixing such impression seal or by adoption of the word "SEAL" appearing next to the
signature of the officer, (c), if by a partnership, by the duly authorized partner of the partnership on its behalf
under seal by adoption of the word "SEAL" appearing next to the signature of the partner or (d), if by a limited
liability company, by the duly authorized manager or company official on its behalf under seal by adoption of the
word "SEAL" appearing next to the signature of the manager or company official, on the day and year first above
written.
CUSTOMER
Orange County Sheriff's Office �DocuSigned by:
Signature:
Sheriff Charles Blackwood
Name:
Title:
Sheriff Charles S Blackwood
7/16/2024
Date:
Orange County, North Carolina DocuSigned by:
DQA�FAJ
ravuS �Vt VG
Signature: aa
Name:
Travis Myren
Title: Deputy County Manager
Date: 7/30/2024
National Public Safety Group, LLC (�DocuSigne^d by:
Signature: FEBec-4EF—
Name: Bu
Title: Chief Executive Officer
Date: June 4, 2024
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Exhibit A
Scope of Work
NPSG will assist the Customer with their public safety software project,which will include:
Computer Aided Dispatch
Law Enforcement Records Management System (LERMS)
Jail Management System (JMS)
Mobile Data System
NPSG will provide the agreed upon services for the following agencies:
Needs Assessment
o Orange County Sheriff's Office
o Orange County Emergency Services
Selection
o Orange County Sheriff's Office
Procurement
o Orange County Sheriff's Office
o Orange County Emergency Services
Project Management
o Orange County Sheriff's Office
o Orange County Emergency Services
Needs Assessment
The NPSG team will perform a thorough Needs Assessment, which will include services such as:
Identify and document goals and objectives
Review and take notes from any existing strategic plans that may be in place
Document any partner agencies that need integration—public safety agencies, neighboring counties,
public works, etc.This includes existing agreements and future wants
Identify the agency's Project Team
Identify the time goals/deadlines of your specific project
Provide a project schedule in Basecamp for the Needs Assessment, Selection, and Procurement phases
of this project
Set up and lead bi-weekly calls throughout the Needs Assessment to ensure assigned tasks on both sides
are being completed
Interview the different department and division team members to find out workflows, software needs,
issues, and processes
Create a technical matrix that is used for proper scope of work
Create a Needs Assessment document that is to be used once a contract is signed with a public safety
software provider.This document is a discovery document to assist the provider to implement their
solution. It includes information on interfaces, conversion facts and needs, workflows, approval
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processes,the respective contact people involved, and other logistical data that can ensure the projects
starts efficiently and effectively.
Selection Process
The NPSG team will lead and manage the Selection process, as the Agency desires,to include services such as:
Work with your Agency's Procurement, Risk, and Legal Departments to complete an RFP template if
going to bid
Work with the Agency to ensure the Final RFP and technical matrix contains the needed criteria for a
successful selection and implementation
Upon receiving RFP responses from responding vendors, the NPSG team does a full assessment of the
responses.This includes assessments of each section in our RFP template,to include pros, cons, and
notes on information pertaining to:
o Company
o Finances
o Contracts cancelled or unfulfilled
o References
o Litigation, arbitration, and civil disputes
o Infrastructure
o Cybersecurity
o Professional services model
o Updates/Enhancements
o Support/SLA
o Cost proposal breakdown and comparison
o Exceptions taken to the RFP
o Technical matrix breakdown, pros, and cons
Lead and manage the Selection process to include:
o Setting up all demonstrations and round table meetings
■ Includes managing up to (3) Finalist Vendors
■ Includes managing up to (3) day presentations from each vendor
■ If over(3)finalists or more the (3) day presentations are desired,there will be added
fees to cover resource and travel costs.
o Provide a scoring matrix, which is determined after meeting with Agency stakeholders to
identify performance metrics.
o NPSG uses survey software for members to score the presentations.
o Set up and manage the Technical/Pro Services presentation following demonstrations
o Attend any management or Commissioner meetings needed to move forward with a formal
selection
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Phase III
Procurement Process
The NPSG team will perform the following services such as:
Upon a proposer being awarded a Selection, contingent on successful contract negotiations, NPSG
retrieves the company's contract
NPSG works with the Agency's Procurement, Risk, and Legal departments to vet the agreement.
The NPSG Team has extensive criteria it looks for in contract negotiations with a vendor to include:
o Price
■ Actual cost
■ Ongoing costs
■ Pricing model
■ Future add on costs
o Payment terms
■ Breakdown of milestones
■ Percentage of holdback money contingent on sign off
o Product
■ Is the Statement of Work accurate
■ Ensure the Agency understands what you are getting and not getting
o Project
■ Professional Services standards
• Project Manager
• Project tools
• Team members
■ Penalties for very delayed projects
o Support level agreement
■ Support tiers with guaranteed response times
• Penalties for delayed responses
■ Annual SSMA or Subscription increase percentage caps
■ If SaaS,guaranteed uptime with penalties
■ Ongoing support parameters
■ During updates
■ Cybersecurity
■ Identification of who supports your Agency
o Updates and Upgrades
■ Costs
■ Process
o All Terms and Conditions,with some specific language regarding
■ Assignment
■ Non-interference
■ Data ownership
■ Legal litigation or arbitration
NPSG assists in redlining and commenting on the price,terms, and conditions to assist the agency in
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finalizing a successful contract
Attend any management or Commissioner meetings needed to get approval for the contract signing
Project Management
The NPSG team will perform the following services such as:
We provide the NPSG Needs Assessment Summary document to the vendor before kickoff to ensure
they have as much knowledge as possible to prepare for the project
Attend and assist with kickoff and discovery sessions to make sure all goals and objectives are
understood and documented
Work with software vendor and customer to develop a detailed implementation schedule
Work with the Agency to develop a change management plan
We work to ensure the training plan scheduled is conducive to agency needs
Our project managers and subject matter experts attend meetings and calls as appropriate and needed
and deliver detailed notes after each meeting and call
Prior to weekly project status meetings, we have weekly one on ones with the customer and vendor,
which help make the status calls more efficient and effective
We work to ensure the agency is on track doing their homework to ensure there is no project delay
We work to ensure the vendor is on track with their deliverables to ensure there is no project delay
Work to ensure client assigns appropriate "core group" resources for project success
o This entails identifying what personnel resources will be needed for a project of your scope
Work to make sure any showstopper items are identified and promptly resolved by the responsible
party before becoming major issues
Monitor risks and change requests throughout the project.
Review and recommend approval of software invoices as requested by the Customer
Assist client with preparing for Stakeholder Meetings
Schedule calls with the software vendor and all third-party vendors to identify interface requirements.
Manage progress of data conversions or any access to legacy data to ensure these processes are not
going to delay the project
o Ensure client stays on track with validations
o Ensure vendor stays on track with fixing issues for the next data conversion run
o Work with client to make sure they are bringing clean data into their new system
Work to ensure functional and load testing is performed as needed
o Document issues found during testing and continuously follow-up with the vendor on resolution
and a retesting plan
o Assist with prioritizing issues
Work with the vendor to develop and communicate a detailed go-live plan well before the system is put
into live operation
o Work with vendor to ensure there is a go live checklist for both their staff,the client's staff
o Ensure the vendor has lined up go-live support from third parties involved in interfaces,which
may need go live support
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Continue to follow up after go-live for any post go-live action items, such as pending interfaces,
conversion items, or anything else that was not completed
Travel includes up to one onsite meeting a month during the project. It includes being onsite for go live
week as needed.
OPTION: Provide ongoing annual support for account and technical needs if that option is chosen by the
agency
The rest of this page intentionally left blank
Page 14 of 19
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
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Exhibit B
Cost Proposal
National Public Safety Group Proposal
1WProposal Services for: Public Safety Software Consulting
Proposal for: Orange County-Emergency Services and Sheriff's Office
Contact: Chris Ward Date: 12/4/2023
Division Chief Valid: 7/31/2024
Email: chward@orangecountync.gov
Phone: 919.245.6439
NPSG Contact: Bill Grey Email: bgrey@nationalpsgroup.com
Length of Project Total
Needs Assessment Emergency Services $21,856
Sheriff's Office $64,667
Selection Emergency Services NA
Sheriff's Office $73,972
Procurement Emergency Services $43,711
Sheriff's Office $33,139
Project Management Emergency Services $218,556
Sheriff's Office $150,000
Total Consulting Services: $605,900
Consulting as a Service NA
I
NC Sheriff's Association Technology Bid Discount: ($60,590)
Total Cost: $545,310
This document should not be shared unless the proper FOIA laws have been met.
This proposal includes services for this project for this many months after effective date: 30
See full agreement for all terms and conditions
Optional CaaS: Ongoing annaul support: Emergency Services: $32,731
Sheriff's Office $25,742
Contracts to negotiate 2
Projects to Manage: 2
Page 15 of 19
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
18
Travel-The following number of trips are included in the above travel.
Needs Assessment Up to(1)Trip-Kickoff week-all personnel needed
Up to(1)Trip for final vetting of provider, all personnel needed
Procurement Up to(1)Trip for final negotiations
Up to(1)Trip for Commissioner Meeting
Project Management Up to(1)Trip per month until Training and Go-Live, all personnel needed
NPSG will have the needed staff at all training and Go-Live:
Up to(2)Consultants for up to two weeks of Training
Up to(2)Consultants for up to one week of Go-Live
Travel-The following number of trips are included in the above travel.
Needs Assessment Up to(1)Trip-Kickoff week-all personnel needed
Selection Up to(3)Trips-For up to (3) Finalists; up to(3)day demos; up to(2)Consultants
Procurement Up to(1)Trip for final negotiations
Up to(1)Trip for Commissioner Meeting
Project Management Up to(1)Trip per month until Training and Go-Live, all personnel needed
NPSG will have the needed staff at all training and Go-Live:
Up to(2)Consultants for up to two weeks of Training
Up to(2)Consultants for up to one week of Go-Live
*With there being no Selection for OCES, we recommend an onsite final review with the vendor to ensure
there is a full understanding of their solution, what is included and what is not included.
Page 16 of 19
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
19
Exhibit C
0C9- Payment Terms
Month Milestone Begin/End Percentage Unit Cost Payment Paid to Date
*Projected Project Length: 24
1 Effective Date Begin 15% $255,710 $38,356.50 $38,357
2 Monthly payment 4% $255,710 $9,450.15 $47,807
3 Monthly payment 4% $255,710 $9,450.15 $57,257
4 Monthly payment 4% $255,710 $9,450.15 $66,707
5 Monthly payment 4% $255,710 $9,450.15 $76,157
6 Monthly payment 4% $255,710 $9,450.15 $85,607
7 Monthly payment 4% $255,710 $9,450.15 $95,057
8 Monthly payment 4% $255,710 $9,450.15 $104,508
9 Monthly payment 4% $255,710 $9,450.15 $113,958
10 Monthly payment 4% $255,710 $9,450.15 $123,408
11 Monthly payment 4% $255,710 $9,450.15 $132,858
12 Monthly payment 4% $255,710 $9,450.15 $142,308
13 Monthly payment 4% $255,710 $9,450.15 $151,758
14 Monthly payment 4% $255,710 $9,450.15 $161,208
15 Monthly payment 4% $255,710 $9,450.15 $170,659
16 Monthly payment 4% $255,710 $9,450.15 $180,109
17 Monthly payment 4% $255,710 $9,450.15 $189,559
18 Monthly payment 4% $255,710 $9,450.15 $199,009
19 Monthly payment 4% $255,710 $9,450.15 $208,459
20 Monthly payment 4% $255,710 $9,450.15 $217,909
21 Monthly payment 4% $255,710 $9,450.15 $227,360
22 Monthly payment 4% $255,710 $9,450.15 $236,810
23 Monthly payment 4% $255,710 $9,450.15 $246,260
24 Monthly payment 4% $255,710 $9,450.15 $255,710
Total Payments: $255,710.00
*Projected project length is listed above and below.We do not quote projects based on hours,but on other criteria,
such as number of agencies,users,products,etc.We will continue to provide project services for the below number of
months.
Our goal is to provide your agency with a successful project on time and within budget.
Projected project length: 24
This is a fixed-fee agreement broken up over monthly payments.
If project is completed before the projected time,the balance of unpaid payments will be due and invoiced for payment.
Page 17 of 19
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
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Exhibit C
OCSO Payment Terms
PSG Payment terms
Month Milestone Begin/End Percentage Unit Cost Payment Paid to Date
*Projected Project Length: 30
1 Effective Date Begin 15% $289,600 $43,440.00 $43,440
2 Monthly payment 3% $289,600 $8,488.28 $51,928
3 Monthly payment 3% $289,600 $8,488.28 $60,417
4 Monthly payment 3% $289,600 $8,488.28 $68,905
5 Monthly payment 3% $289,600 $8,488.28 $77,393
6 Monthly payment 3% $289,600 $8,488.28 $85,881
7 Monthly payment 3% $289,600 $8,488.28 $94,370
8 Monthly payment 3% $289,600 $8,488.28 $102,858
9 Monthly payment 3% $289,600 $8,488.28 $111,346
10 Monthly payment 3% $289,600 $8,488.28 $119,834
11 Monthly payment 3% $289,600 $8,488.28 $128,323
12 Monthly payment 3% $289,600 $8,488.28 $136,811
13 Monthly payment 3% $289,600 $8,488.28 $145,299
14 Monthly payment 3% $289,600 $8,488.28 $153,788
15 Monthly payment 3% $289,600 $8,488.28 $162,276
16 Monthly payment 3% $289,600 $8,488.28 $170,764
17 Monthly payment 3% $289,600 $8,488.28 $179,252
18 Monthly payment 3% $289,600 $8,488.28 $187,741
19 Monthly payment 3% $289,600 $8,488.28 $196,229
20 Monthly payment 3% $289,600 $8,488.28 $204,717
21 Monthly payment 3% $289,600 $8,488.28 $213,206
22 Monthly payment 3% $289,600 $8,488.28 $221,694
23 Monthly payment 3% $289,600 $8,488.28 $230,182
24 Monthly payment 3% $289,600 $8,488.28 $238,670
25 Monthly payment 3% $289,600 $8,488.28 $247,159
26 Monthly payment 3% $289,600 $8,488.28 $255,647
27 Monthly payment 3% $289,600 $8,488.28 $264,135
28 Monthly payment 3% $289,600 $8,488.28 $272,623
29 Monthly payment 3% $289,600 $8,488.28 $281,112
30 Monthly payment 3% $289,600 $8,488.28 $289,600
Total Payments: $289,600.00
*Projected project length is listed above and below.We do not quote projects based on hours,but on other criteria,
such as number of agencies,users,products,etc.We will continue to provide project services for the below number of
months.
Our goal is to provide your agency with a successful project on time and within budget.
Projected project length: 30
This is a fixed-fee agreement broken up over monthly payments.
If project is completed before the projected time,the balance of unpaid payments will be due and invoiced for payment.
Page 18 of 19
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C xhibit D
ACCOR" CERTIFICATE OF LIABILITY INSURANCE DF 4(MMIDD/YYYY)
ll.. � 1 06/04/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT NAME: Kenneth Little
HONE Little Insurance AI CC.No,
o Ext: (910)692-6881 A/C No): (910)692-1863
PO Box 629 ADDRESS: littlek70@aol.com
INSURERS AFFORDING COVERAGE NAIC#
SOUTHERN PINES NC 28388 INSURER A: NATIONWIDE ASSURANCE CO 10723
INSURED INSURERB; SELECTIVE INSURANCE 19259
National Public Safety Group, LLC INSURER C: LLOYD'S OF LONDON AA112
124 Newington Way INSURER D:
INSURER E:
Aberdeen NC 28315 INSURER F:
COVERAGES CERTIFICATE NUMBER: 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.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
DAMAGE T
CLAIMS-MADE � OCCUR PREM SESOEa occurrDence $ 100,000
X Primary&Non-Contributory MED EXP(Any one person) $ 5,000
A Y Y ACP CGO13059354982 06/15/2024 06/15/2025 PERSONAL&ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000
X POLICYEl PRO ❑JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000
Ea accident
ANY AUTO BODILY INJURY(Per person) $
A OWNED SCHEDULED ACP CGO13059354982 06/15/2024 06/15/2025 BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
XHIRED �/ NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY X AUTOS ONLY Per accident
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION X STATUTE OERH
AND EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000
B OFFICER/MEMBER EXCLUDED? ❑ N/A Y WC 9070375 07/11/2024 07/11/2025
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000
Professional Liability Each Occurrence $2,000,000
C W21DA39229201 01/01/2024 01/01/2025 Aggregate $2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
The County of Orange, NC is an Additional Insured under the General Liability Policy.. Primary and Non-Contributory-Other Insurance Condition applies to the
General Liability policy endorsement CG 20 10 04 13.Waiver of Subrogation applies under both the General Liability and the Workers Compensation policies.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
The County of Orange ACCORDANCE WITH THE POLICY PROVISIONS.
106 E Margaret Lane AUTHORIZED REPRESENTATIVE
Kenneth Little
Hillsborough NC 27278
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
.Mms�
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
22
National Public Safety Group
National Public Safety Group is a national concierge consulting firm that solely focuses on public safety software
consulting. We solely provide professional services, no hardware or software.
There are three ways some agencies are allowed to purchase from us without going to bid, if our costs are above
the purchasing thresholds required by your agency.
Option 1—Professional Services not requiring a bid
Some states, counties, and municipalities do not require a competitive bid for professional services. As our
services are only professional services,these have applied to NPSG.
Option 2—Technology Procurement Bid
NC Sheriff's Association Technology Procurement Bid—all procurement documents are available on this site.
"The goal of the NCSA's Technology Procurement Program, is a cooperative bid program that achieves
competitive pricing on equipment that county and city government agencies purchase, including but not limited
to software, hardware, and technology products.The association's program helps to eliminate duplication of
effort through the creation of one statewide bid that can be used by all counties and municipalities throughout
the United States. Our role is to act as an advocate for your agency during the purchasing process and to provide
you with a program that delivers great financial savings along with quality customer service, while using a
system that is easy to navigate."
If you have any questions about the association's Technology Procurement Program please contact:
Jason Bennett
Director of Business Development
919-459-8195
Ibennett@ncsheriffs.net
Option 3—Piggyback Clause
NPSG has competitive bids that we have won which provided us a piggyback clause in the contract.Those
agencies are:
California
o San Bernardino County Sheriff's Department
North Carolina
o City of Greensboro
Virginia
o City of Alexandria
o Rockbridge Regional 911 Center in Virginia
Washington
o Spokane Regional Emergency Communications
.Wms�
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
"+ 23
NPSG has a piggyback clause in the following contracts,though these were not competitive bid processes:
California
o Orange County Sheriff's Department
o Palm Springs Police& Fire Department
Florida
o Hillsborough County Sheriff's Office
o Sarasota County Sheriff's Office
North Carolina
o Alamance County
o Burlington Police Department
South Carolina
o Richland County Sheriff's Department
Washington
o Multi Agency Communications Center
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
ORANGE COUNTY—INTERNAL USE ONLY
Finance Information
Vendor Name: National Public Safe!.Safe!y Group,LLC Vendor Contact Person: Buck Mims Phone: 910-420-3667
Address: 124 Newington Way City Aberdeen State:NC Zip: 28315 Department:Emergency Services&Sheriff's
Office Amount: $545,310 Purpose: CAD/RMS/JMS Technology Consulting Services Budget Code(s): 61750035-
870000 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 End Date Notice Date (Notice Purpose )
Award
®Approved by Board(Agenda Date: 6/18/2024); ❑Made or Administered by
Signature Authority
® BOCC Express Delegation(Agenda Date: 6/18/2024)
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(#D.NCSA
Contract 25-04-022)
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 already
begun or been completed.Description of the nature of the emergency condition that was addressed:
Docu6ignetl by: 7/8/2 0 2 4
Department Director's Signature IT� Date:
01 FBD23CFB93426...
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
X❑Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards,specifications,and requirements:
DocuSignetl by:
iSSa. fi � 7/11/2024
Office of the Risk Management Office �'�' Date:
E4948tt336F8'4E...
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
DocuSignetl by:
Office of the Chief Financial Officer FQOV 1 UOKA060vl Date:7/9/2024
7D4E5181ACC1409...
Legal Services
This agreement is approved as to legal form and sufficiency:
DocuSignetl by: DocuSignetl by:
Office of the County Attorney EAAA Jj�7 11M/2024 �� ti 7/14/2024
831A1 DOB5096469... EE08BFBDMF43D_.
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:
Revised 01/24
1
Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C
Office of the Clerk to the Board Date:
Revised 01/24
2