R-2016-3650 - 7/28/2016 RESOLUTION NO. R-2016-3650
WHEREAS, the City of Round Rock ("City'") desires to purchase a fire station alerting system
and related goods and services; and
WHEREAS, the (.'.'ity entered into an Intergoverntilental Cooperative Purchasing Agreement
with Public Procurement At,ithority through National PUrchasing Partners (NPP) Oil July 28, 2016; and
WHEREAS, said Cooperative Purchasing Agreement was entered into for the purpose of
allowing the City ity to procure materials, supplies, goods, services or equipment pursuant to Subchapter
F, Chapter 271 of the Texas Local Government Code-, and
WHEREAS, Public Procurement Authorit)/ I7rCN?i0L1S1y entered into a Master Price Agreement
%vith US Digital Designs. Inc. on Atigust 21, 2015, ('or fire station alerting systems; and
WHEREAS, the ity desires to purchase the goods and services from US Digital Designs, Inc.
PLU-SLiant to Chapter 271.102(c) in lieu of seeking competitive hids, NowTherefore
13E IT RESOLVED BV THE C O'LINCII, OFTIIE CITY OF ROUND ROCK, TEXAS,
`"I'liat the Mayor is hereby authorized and directed to execute oil behalf of the City an
Agreement fOl- Purchase 011"ire Station Alerting Systern Y rorn LJS Digital Designs, Inc_ a colt' (..)J'said
Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, 110L.11', place and
SUbJect of' the meeting at which this resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during, NVIIMI this Resolution and the subJect matter
hereof were discussed, considered and formally acted upon, all as require d by the Open Meetings Act,
Chapter 551, `l'cxas Government Code, as amended.
OJ 17k,04,(M.361U24
................ ....... .......-
RESOLVED this 28th day, Of*JLI]y, 2016.
VI
ALA MCGRAW, Mayor
City of'Round Rock, Texas
ATTEST:
SARA L. WI HIT, City Clerk
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EXHIBIT
"All
CITY OF ROUND ROCK
AGREEMENTFOR PURCHASE OF
FIRE STATION ALERTING sYsTEM FROM
US DIGITAL D1��SIGNSfNC.
THE STATE OF I EXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS-
COUNTY OF WILLIAMSON §
COU NTY OF TRAVIS §
That this Agrecment for purchase of a fire station alerting system, and for related goods
and services, referred to herein as the "Agreernent," is made and entered into on this the 29t" day
of the month of July, 2016, between the CITY OF ROUND ROCK, TEXAS, a horne-rule
municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664
(referred to herein as "City"), and US DIGITAt., DESIGNS, INC., an Arizona Corporation
whose offices are located at 1835 East 6"' Street, Suite 27, Tempe, Arizona 85281 (referred to
herein as the "Vendor").
RECITALS:
WHEREAS, City desires, purchase a fire station alerting system, and City desires to
procure same from Vendor; and
WHEREAS, City entered :into an Intergovernmental Cooperative Purchasing Agreement
with Public Procurement Authority through National Purchasing Partners (NPP) on July 28,
2016, pursuant to Resolution No. R.-2016.................—, attached as Exhibit"A"; and
WHEREAS, said Cooperative Purchasing Agreement was entered into for the Purpose, Of
allowing the City to procure materials, supplies, goods, services or equipment pursuant to
Subehapter F, Chapter 271 of the 'I"exas 1.,ocal Government Code; and
WHEREAS, Public Procurement ALIthority previously entered into a Master Price
Agreement with Vendor on August 21, 2015„ for fire station alerting systems (see Exhibit "B");
and
WHI:71RF AS, City desires to purchase the goods and services set forth herein pursuant to
Chapter 271.102(c) in lieu of seeking competitive bids; and
WHEREAS, the parties desire to enter into this Agreement to set forth in wrifing their
respective rights, duties, and obligations;
NOW, TFIEREFORE. WITNESSETH:
That for and in consideration of the Mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of'which are hereby acknowledged, the parties
00360001/ss2
mutually agree: as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract betaveen City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
includes: (a) Interlocal Agreement l'or cooperative purchasing with Public Procurement
Authority attached as Exhibit "A"; (b) Master Pricing Agreement set forth in Exhibit "B"; and
(c) Vendor's quote for goods and services; (d) End User Agreement and (e) any exhibits,
addenda, and/or amendments thereto. All attached exhibits are incorporated herein as a part of
this Agreement,
B. City means the City of'Round Rock., Williamson and Travis Counties, Texas.
Effective Date means the date upon which [tic binding signatures of both parties
to this Agreement are affixed.
D, Force Majeure means acts of' God. strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, tires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming
Such inability.
E. Goods and services rnean the specified supplies, materials, commodities, or
equipment.
F. Services Meall W01-k performed to meet a demand or effort, by Vendor to coinply
with proinised delivery dates, specifications,. and technical assistance specified.
G, Vendor means US Digital Designs, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE,TERM, ALLOWABLE REN EWAL , PRICES FIRM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in felt force and effect untess and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The Agreement shall terminate upon the City's approval of the purchase of
installation of the goods and services.
C. Prices shall be firm for the duration of this Agreement and for any renewal
periods. No separate line item charges shall be permitted for invoicing purposes, including but
not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other
extraneous charges.
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D. City reserves the right to review the relationship at any tinge, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.011. CONTRACT DOC°1iM1n;1y1` S AND EXHIBITS
The Intergovernmental Cooperative Purchasing Agreement between Public Procurenae,nt
Authority and the City is attached as Exhibit"A", the Master Pricing Agreement between Public
procurement Authority and US Digital Designs, Inc. is attached as Exhibit "Ila"; the quote for the
goods and services which are the subject smatter of this Agreepaent are described in l"A ibnt "C""
and the End User Agreement required pursuant to the Master Pricing Agreement is attached as
Exhibit "D," These documents, together with this Agreement, ccarnlarise the total Agreement and
they are fully a pant ofthis Agreement as if repeated herein in full.
Any inconsistencies or conflicts in the contract documents shall be resolved by giving
preference to the tern-as and conditions set forth in pages one (1) thrcaugh mine (9) of this
Agreement. This Agreement supersedes and replaces any previous agreements between the
parties and :shall supersede any pricer proposals, correspondence or diseussiens.
.01. SCOPE OF WORK
Vendor shall satisf"actorily provide goods and services related to a l"ire Station Alerting
System as described in l`Ixhibit "C." Vendor's Undertakings shall be limited to performing
services l-can• City and/or advising City concerning those platters can which Vendor has been
specifically engaged. Vendor shall perfiarrn its services in accordance with the Agreement, in
accordance with the appended exhibits, in accordance with due care, and in accordance with
prevailing industry standards for comparable services.
5.01 COSTS
lit consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor Four Hundred Orme; Thousand Five Hundred Twenty-One and 19/100
Dollars ($401,521.19). For consideration of` goods and services related to a new Fire Station
Alerting System,the City shall pay the Vendor the amounts set Barth in Exhibit"C."°
6.01 INVOICES
Allinvoices shall include, at a minimum,the following information:
flame and address of Vendor;
B. I'urchase Order plumber;
C. Description and quantity of items received; arid.
D: Delivery dates.
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7.01 NON-APPROPRIATION FISCAL 'I.f fDIN
This Agreement is a commitment ol" City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the egad of any City fiscal year
if the governing body cal' City does; not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in cluestion. City may affect such termination by
giving Vendor a written notice of termination at tlae end of its then-Current fiscal year.
.01 PROMPT PAAYi"v EN ,r Poucy
In accordance with Chapter 2251,„ V.`T'.C.A., "I"exas ('3overnment Code, any payment to be
made by City to 'Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, tine date the perf`crrmance of the services under this Agreernent are
completed, or the, elate City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest can an overdue paryrrtent at the "rate in effect" can September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.`T'.C'.A., Texas
Government. Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
(a) There is a bona fide dispute between. City and Vendor, a contractor,
subcontractor.. or supplier about the goods delivered or the service; performed
that cause the payment to be late; or
(h) ']'here is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or tlae service
performed that causes the payment to be late; or
(c) The terms of a federal contract., grant, regulation, or statute Prevent City from
making a timely payment with lcdcral funds, or-
(d) The invoice is not mailed to City in strict accordance with ally instrUCti011 orl
file purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City neay, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in tiee forn7 of
entertainuwaent, gifts, or otherwise were offered or given by 'Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
perlormarnce of this Agreement. In addition, Vendor play be subject to penalties stated in Title
of the "lIexars Petrral Code.
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10.01 TAXES
City is exempt from Federat [-.,.xcise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERN .TE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier orsuppliers.
12.01 INSURANCE
Vendor shall meet all of City's insurance requirements as set tbrth in
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Failure to, meet or maintain City's insurance requirements shall be considered a material
breach of this Agreement.
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Angelo L,una
Administrative Manger
Round Rock Fire Department
291 ca Joe Diniaggio Boulevard
Round Rock, Texas 78665
512-218-6625
14.01 RIGHTTO ASSURANCE
Whenever- either party to this Agreement, in good faith, has reason to qUestion the other
party's intent to perform hereunder, then dernand may be rnade to the other party for written
assurance of the intent to perform. In the event that no written asSUrance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipator), repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandon,,,, or defaults under this Agreement and is a cause Of City pUrchasing
the specified goods elsewhere, Vendor agrees thatit may be charged the difference in cost, if
any, and that it will not, be considered in the re-advertisement of the service and that, it may not
be considered in future bids for the sarne type of`work unless the scope cat work. is significantly
changed.
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Vendor shall be declared in default Ofthis Agreement if it does any of the fbllowing)�
A. Fails to make any payment in full when due;
B. Fails to fully, tilllely and faithfully perform any of' its material obligations Linder
this Agreement:
C "ails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D, Becomes insolvent.or,seeks relief under the bankruptcy laws of the United States.
16.01. TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, f'()r
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for Cause, upon Wit (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a alaterial and substantial breach by City, or by Mutual agreement to terillulate
evidenced in writing by and between the parties.
1). In the event City terminates under Subsections (A) or (B) of this section, tile
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
diSCOntinUe all set-vices in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in cletail the goods and/or services satisfactorily perfornied
Under this Agreement to the date oftermination. City shall then pay Vendor that portion of the
charges, it'Undisputed. The pat-ties agree that Vendor is not entitled to compensation for services
it would have performed under-the remaining term of the Agreement except as provided herein.
17.01 INDEMNIF]cA:rION
Vendor shall defend at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless frorn and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or-fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendors agents, employees or subcontractors. in the performance of' Vendor's obligations
under this Agreement, no matter flow, Or to WhOrn, !Such loss, may occur. Nothing herein shall be
deemed to limit the rights of' City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
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18.01 C( 4PI,IAN('Eivi,rii ],AWS, CliA]Z'I'EIZASII) OIDINANCIKS
A. Vendor, its agents, employees and subcontractors Shall Use best efforts to: comply
Z:>
with all applicaNe federal and state kiws, the Charter and Ordinances of`the City of bound Rock,
as amended, and vpith all applicable Riles and regulations promulgated by local, state and
national boards, bureaus arid agencies,
13. Services Provider acknowledges and understands that City has adopted a Storm
Water Managernent. Program (SWMP) arid an Illicit Discharge Ordinance, Sections 14-
139 through 14-152 of the City's Code of Ordinances, to manage the quality of the discharges
ftOrn its MUniCipal Separate Storn-i Sewer Systern (MS4) and to, be in compliance
with the requirements of' the "I'exas Commission on Environmental Quality (TCEQ) and
the Texas Pollutant Discharge Elimination System (TPDES). The Services Provider agrees to
perform all operations on City-owned facilities in compliance with the Citys Illicit Discharge
Ordinance to minimize the release of pollutants into the MS4. The Services Provider agrees to
comply with of the City's stormwater control rMaSUIVS, good housekeeping practices and
any facility specific storrriwater managernent operating procedLINS specific to a certain City
facility, In addition, the Services Provider agrees to comply with any applicable TCEQ
Total MaxiMUM Daily Load ("I'MDL) Requirements arid/or I-Plan requirements.
19.01 ASSIGNMENTAND DELEGATION
The parties each hereby bind thernselves. their successors,, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party,
II
20.01 NOTICES
All notices and other communications in connection with this Agrect-nent shall be in
writing and shall be considered given as follows:
I. When delivered personally to recipient's address as stated in this Agreement; or
1 Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's, address as stated in this Agreement.
Notice to Vendot
I,JS Digital Designs. hic.
1835 East 6"' Street, Suite 27
Tempe, AZ 95281
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Notice to City:
City, Manages-
221 East Main Strect
ROUnd Rock, "F 79664.
AND TO:
Stephan L Sheets, City Attorney
309 East Main Street
Round Rock. TX 78664
Nothing contained herein shall be construed to restrict the transmission of t'0LItine
communications between representatives of City and Vendor,
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
]'his Agreerilent shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the eril'orcernent of any or all of`the terms or conditions
herein, eXCILIsive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of"rexas,
22.01 EXCLUSIVE ACIREEMENT
This document, an(] all appended documents, COIIStittlteS the entire Agreement between
Vendor and City. This Agreement, may only be amended or supplemented by InUtual agreement
olthe parties hereto in writing, duiyr authorized by action of the City Manager or C.'Jty Council.
23.01 DISPUTE 111,ESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the pat-ties
arising Out of"or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24,01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or ertft)rceability of any other portion or provision of this Agreement. Any
such void provision shall be deemed severed from this Agreement, and the balance of this
Agreernent shall be construed and enrorced as if this A(Lrecilcent did not contain the particular
portion or provision held to be void, The parties ftirther agree to amend this Agreement to
replace any stricken provision with a valid provision that cornes as close as possible to tile intent
of the stricken provision. The provisions of this section shall not prevent this entire Agreement
from being void should a provision which is of the essence of this Agreement be (Ictern-iined to
be void
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all ofthe services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor Understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed tirnef'raITICS Will COnStittite a material breach of this Agreement, Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circurnstances. City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented frorn performing any or its obligations hereunder by reasons for which it is not
responsible as defined herein. I lowever, notice of such impediment or delay in performance must
be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple COUnterparts, any
one of which shall be considered an original cal this document, and all of which, when lalen
together, shall constitute one, and the sarne instrument.
Signatures on the following page.]
IN WITNESS a W}-IL;RE01 , City and Vendor have exe�d ed this Agreement on he dates
indicated. /
;iter of Round Rock,Te as LIS git signs, a
E
Printed Name: ri Name:
Date Signel __..._ Tate Signed: ..
Attest:
Sara L White, City Clerk
For City, Approved as to Form:
icy. _....
Stephan L. Shccts City Attorney
lII
EXHIBIT "AT?
Intergovernmental Cooperative Ptu-chasing Agrwant
This Intergovernmental Agreement (Agreement) is by and between the "Lead.
Contracting Agency" and participating government entities CTarticipating Agencies"),
that are members of National Purchasing Partners ("DIPP"), including members of
FireRescue GPO and Public Safety GPO, that agree to the terms and conditions of this
Agreement. The Lead Contracting Agency and all Participating Agencies shall be
considered as"parties"to this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection
process, the Lead Contracting Agency has entered, into Master Price Agreements with
one or more Vendors to provide goods and services,often based on national sales volume
projections;
WHEREAS, NPP provides group purchasing, marketing and administiative
support for governmental entities. lamp's marketing and administrative services are free
to its membership, which includes participating public entities and nonprofit institutions
throughout North America.
VdMREAS, NPP has instituted a cooperative purchasing program under which
member Participating Agencies may reciprocally utilize competitively solicited Master
Price Agreements awarded by the Lead Contracting Agency;
WBEREAS, the Master Price Agreements provide that all qualified government
members of NPP may purchase goods and services on the same terms, conditions and
pricing as,the Lead Contracting Agency, subject to applicable local and state laws of the
Participating Agencies;
WHEREAS, the parties agree to comply with the requirements of the
Intergovernmental Cooperation Act as may be applicable to the local and state laws of the
Participating Agencies;
WHEREAS,the parties desire to conserve and leverage resources, and to improve
the efficiency and economy of the procurement process while reducing solicitation and
procurement costs,
WHEREAS,the parties are authorized and eligible to contract with governmental
bodies and Vendors to perform governmental functiozns, and services, including the
purchase,of goods and services;and
WHEREAS, the parties desire to contract with Vendors under the terms of the
Master Price Agreements;
NOW,THEREFORE, the parties agree as follows-
EXHIBIT "A"
AKTICLE 1: LEGAL AUTHOIUTY
Each party represents and warrants that it is eligible to participate in this
Agreement because it is a local government created and operated to provide one or more
governmental functions and possesses adequate legal authority to enter into this
Agreement.
The procurement of goods and services subject to this Agreement shall be
conducted in accordance with and subject to the relevant statutes,ordinances,rules,and
regulations that govern each party's procurement policies. Competitive Solicitations are
intended to meet the,public contracting requirements of the Lead Contracting Agency and
may not be appropriate under,or satisfy Participating Agencies'procurement laws. It is
the responsibility of each party to ensure it has met all applicable solicitation and
procurement requirements. Participating Agencies are urged to seek independent review
by their legal counsel to ensure compliance with all local and state solicitation.
requirements.
ARTICLE 3: USE OF B11D.PROPOSAL OR PRICE AGRFKM
C NT
A"procuring party"is defted as the Lead Contracting Agency or any
Participating Agency that desires to purchase from the Master,Price
Agreements awarded by the Lead Contracting Agency.
b, Each procuring party shall be solely responsible for their own purchase of
goods and services under this Agreement.. A non-procuring party shall not be
liable in any fashion for any violation of law or contract by a procuring party,
and the procuring party shall hold non-procuring parties and all unrelated
procuring parties harmless from any liability that may arise from action or
inaction of the procuring party.
c. The procuring party shall not use this agreement as a method for obtaining
additional concessions or reduced prices for similar goods and services
outside the scope of the Master Price Agreement.
d. The exercise of any rights or remedies by the procuring party shall be the
exclusive obligation of such procuring party.
e. The cooperative use of bids,proposals or price agreements obtained by a party
to this Agreement shall be in accordance with the to and conditions of the
bid,proposal or price agreemeatp except as modified where otherwise allowed
or required by applicable law, and does not relieve the party of its other
solicitation requirements under state law or local policies.
EXHIBIT "A"
The procuring party will make timely payments to Vendors,for goods and services
received in accordance with the terms and conditions of the procurement. Payment for
goods and services, inspections and acceptance of goods and services ordered by the
procuring party shall be the exclusive obligation of such procuring party. Disputes,
between procuring party and Vendor shall be resolved in accordance with the law and
venue rules of the state of the procuring party.
ARTICLE 5: C05MNCEMFNT DATE
This Agreement shall take effect after execution of the"Lead Contracting Agency
Endorsement and Authorization" or "Participating Agency Endorsement and
Authorization,"as applicable.
ARTICLE 6. TERMINATION OF AG"
This Agreement shall remain in effect until terminated by a party giving 30 days
written notice to"Lead Contracting Agency"'
ARTICLE7., NTIEREAGREEMENT
,E_
This Agreement and any attachments, as provided herein, constitute the complete
Agreement between the parties hereto, and supersede any and all oral and wnftten
agreements between the parties relating to matters herein.
ARTICLE 8: CHANGES AND MAWNTS
This Agreement may be amended only by a written amendment executed by all
parties, except that any alterations, additions, or deletions of this, Agreement which are
required by changes in Federal and State law or regulations are automatically
incorporated into this Agreement without written amendment hereto and shall become
effective on the date designated by such law or regulation.
ARTICLE 9: §E VERABILITY
All parties agree that should any provision of this Agreement be determined to be
invalid or unenforceable, such determination shall not affect any other term of this
Agreement,which shall continue in full force and effect.
THIS INSTRUMENT HAS BEEN E XECUTED IN TWO OR MORE ORIGINALS
BY EXECUTION AND ATTACIEWNT Or 17HE LEAD CONTRACTING AGENCY
ENDORSEMENT AND AUTHORIZATION" OR "PARTICIPATING AGENCY
ENDORSEMENT AND AUTRORIZATION,11AS APPLICABLE. ONCE RXECUTED,IT
IS THE RESPONSIkLITY OF E ACH PARTY To FILE THIS, AGREEMENT WITH
THE I-ROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.
EXHIBIT "All
PUBLIC PROCUREMENT AU
ENDORSE TAND " ION
The undersigned acknowledges, on behalf of the Public Procurement authority
("Lead Contracting Agency") that he/she has read and agrees to the general terms and.
conditions set forth in the enclosed Intergovernmental Cooperative Purchasing
Agreement regulating use of the easter Price Agreements and purchase of goods and
services that from time to fte are made available by the Public Procurement Authority
to Participating agencies locally, regionally, and nationally through NPP. Copies of
Master Price Agreements and any amendments thereto made available by the Public
Procurement authority will be provided to Participating Agencies and NPP to facilitate
use by Participating Agcnc m,
The undersigned understands that the purchase of goods and services under the
provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion of the Participating Agencies.
The undersigned affinns that he/she is an agent of the Public Procurement.
Authority and is duly authorized to sign this Public Procurement authority Endorsement
and,authorization,
Date: 13-- O t
: Je&ey D.Johnson
ITS: Administrator/Board Member
Public Procurement authority Contact Information-
Contact
nf ation:Contact Person, Heidi Chames
Address: 2 030 SW Parkway Ave.,Suite 330
Wilsonville,OR 97070
Telephone No.: 855-524.4572
Email: questions,@procuiewentautliority.org
EXHIBIT "A"
PARTICEPATING AGENCY
ENDORSEMENT AND AUTHORIZATION
The undersigned adcnowledges, on behalf of C"participating
Agency") that he/she has read and agrees to the general terms and conditions set forth in
the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the
Master Price Agreements and purchase of goods and services ftt from time to titne are
made available by the lead Contracting Agency to Participating Agencies locally,
regi'onally, and nationaBy through NIIP.
The undersigned further acknowledges that the purchase of goods and services
under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at
the absolute discretion of the Participating Agency and that neither the Lead Contracting
Agency nor NPP shall be held liable for any costs or damages incurred by or as a result of
the actions of the Vendor or any other Participating Agency. Upon award of contract,the
Vendors deal directly with the Participating Agency concerning the placement of
orders,disputes,invoicing and payment.
The undersigned affirms that he/she is an agent of and is
duly authorized to sign this Participating Agency Endorsement and Authorization.
Date:
BY:
M:
Participating Agency Contact Information:
Contact Person:
Address:
Telephone No.:
Email:
EXHIBIT "B"
']'his Master I'u-ice. Agreement is effective as of the date of the last signature below (the
"Effe.ctive Date") by and between the PIJBLIC I'PC)C IJf~IEMl l"tl'l'A[il'f-i()Rll')', ars Oregon public
corporation under"ORS Chapter 190 ("Purchaser") and US Digital Designs, Inc,, an Arizona
corporation ("Vendor"). Purchaser and Vendor are sometimes hereinafter referred to collectively as
the "Parties," and individually as a "Party."
RECITALS
WHEREAS, the Vendor is in the business of selling;certain `station Alerting Systems arid
related products and services, as further described herein; and
WHEREAS, the Vendor desires to sell and the Purchaser desires;to purchase certain products
and relater',[ services all upon and subject to the terms arid conditions set forth herein; and
WHEREAS, Purchaser.and Vendor-desire to extend the terms of this Master Price
Agreement to benefit c:rther qualified government members of National Purchasing Partners, l L.0
dba FireRescue CPO, dba Public Safety C3110, dba Law Enforcement GPC)and dba NPPCaov;
NC)W, THEREFORE,. Vendor and Purchaser, intending to be legally bound, hereby agree as
follows:
ARTICLE 't — CERTAIN DEFINITIONS,
1.1 "Agreement" shall mean this Master Price Agreement, including the main body„ of,
this Agreement and Attachments A-F, including, Purchaser's Request for Proposal RIT No. 142
(herein "RI'll") anti Vendor's Proposal :submitted in response to the l I-T (herein "Vendor's
Proposal")as referenced and incorporated herein as though fully set forth (sometimes ref"erred to
collectively as the"Contract Docurnents").
1.2 "Applicable Law(s)" shall mean all applicable federal, state and local laws, statutes,
ordinances, codes, rules, regulations, standards, orders and other-governmental requirements of'any
bind.
1.3 "Ernployee °raaxes" shall mean all taxes, assessments, charges and other amounts
whatsoever payable in respect of, and measured by the wages of, tyre Vendor's employees (or
subcontractors),as required by the Federal Social Security Act and all amendments thereto andtor
any other-applicable federal, state or local law.
1.4 "E Jrw,A" means all End User Acknowledgement arid Agreement hereafter entered
into between Vendor and as Purchaser(other than tine Lead Contracting Agency) in a form acceptable
to Vendor in its sole discretion,which shall address.. aarnong;other issues (i) the warranty applicable
to the Products and Services, (ii;) Vendor's retention of its intellectual property rights, (iii) licensing
of Vendor's intellectual property rights to Purchaser, (iv) the terrors of"installation,technical
specifications, and scope of wvork, arid (v) any other terrns and conditions necessary to facilitate arid
govern the transaction. A sample I-"11.,J.AA is attached at Attachment FM
EXHIBIT "B"
1.5 "Intellectual 11roperty" rneans any and tall rights of USDD related to USI; D's
products, Software, and I-lardware. existing frorn time to tinie under-patent law, copyright law, trade
secret law,, tradernark lmv,, unfair corripetition 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 effect worldwide,
1.6 "Lead Contracting Agency" shall mean the Public Procurement Authority, which is
the governmental entity that issued [lie Request for Proposal and awarded this resulting Master Price
Agreement.
L7 "National Purchasing Partners"or"NPP" is as subsidiary oftwo nonprofit health care
systems. The Government Division of NPP, herein after referred to as "N"Pl"Gov", provides group
purchasing marketing and administrative support for governmental entities within the membership.
NPI)Gov's tnernbership includes participating public entities across North Arrierica.
1.8 Agencies" shall mean the governmental and non-profit entities, (other
than the Lead Contracting Agency)that access and purchase Product and Services through this
Agreement.
1.9 "Products and Services" shall mean the products and/or services to be sold by Vendor
hereunder as identified and described on Attachment.A hereto, as may be updated from time to time
by Vendor to reflect prodUCtS,and/or services offered by Vendor generally to its customers.
1.10 "Purchase Order" shall mean any authorized written order for Products and Services
sent by Purchaser to Vendor via mail., COUrier, overnight delivery service, ernail, fax and/or other
mode of transmission as Purchaser and Vendor may from time to time agree.
Dl I "Purchaser's Destination" shall mean such delivery locationts) or destination(s) as
Purchaser may prescribe from time to tin'ie.
1.12 "Unemployment Insurance" shall mean the contribution required of Vendor, as all
employer, in respect of", and measured by, the wages of its employees (;or' subcontractors)as required
by any applicable federal. state or local Unemployment insurance law oi-regulation.
ART1,CLE 2 — AGREEMENT TO; SEL.L
11 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser
may order from tirne to time by Purchase Order, all in accordance with and subject to the terms,
covenants and conditions of this Agreement. Purchaser agrees to Purchase those Products and
Set-vices ordered by Purchaser by Purchase Order in accordance with and Subject to the terms,,
covenants and conditions of this Agreement.
12 All Purchase Orders issued by Purchaser to Vendor for Products during the terra (as
hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though
fully set forth in Such Purchase Order. Once issued, Purchaser shall not withdraw its Purchase Order
except as otherwise set forth in this Article. In the event that the provisions of this Agreetrient
EXHIBIT "B"
conflict with an), Purchase Order issued by Purchaser to Vendor, the provisions ofthi,'; Agreement
shall govern.
2.3 Purchaser agrees that no Purchase Order issued hel'CLIFICICI-shall be binding on Vendor
unless and Until the following contingencies ('*(ontingencies") are satisfied or waived in writing by
Vendor:
2.3.1 The Purchaser and Vendor have entered into an E(JAA in a Form acceptable
to Vendor, in its sole discretion; and
2,.3,2 The execution ofa separate written contract between Vendor and Purchaser,
in as fUrru acceptable to Venclor in its sole and absolute discretion, for-service
and maintenance of the System after expiration of the warranty period for the
Products and Services delivered hereunder(the "Service Agreement").
2A Vendor may reject any Purchase Order issued under this Agreement upon written
notice to ifat any time it determines, in its sole discretion, that any ofthe Contingencies have failed
or are unlikely to occur. At any time after the issuance of a PUrchase Order, Purchaser may give
Vendor notice of its intent to withdraw the Purchase Order if the Contingencies are not satisfied or
waived within 180 days of the notice. "I'liereafter, within the 180 day period, Vendor may provide
written notice to Purchaser cal`(i) its consent to withdrawal of the; Purchase Order,or (ii)the
satisfaction or waiver of the Contingencies. If Vendor consents to withdrawal of the Purchase
Order, the Purchase Order shall be deemed withdrawn as of the effective date of: Vendor's notice, If
Vendor gives notice ofthe waiver or satisfaction of the Contingencies, Purchaser shall not withdraw
the Purchase Order, If Vendor fails to give notice of waiver or satisfaction of the Contingencies,the
Purchase Order shall be deemed withdrawn at the expiration of tile 180 day period.
2,5 Notwithstanding any other rovision ofthis Agreement to the contrary, theLead
p Y,
Contracting Agency shall have no obligation to order or purchase any Products and Services
hereunder and the placernent of any Purchase Order shall be in the sole discretion ofthe
Participating Agencies.
16 This Agreement is not exclusive. Vendor expressly lack nowl edges and agrees that
Purchaser may purchase, at its sole discretion, Products and Services that are identical or similar to
the products and Services,described in this Agreement firom any third party. Purchaser expressly
acknowledges and agrees that Vendor may sell, at its sole discretion, Products and Services that are
identical or similar to the Products and Services described in this Agreement to any third party,
including Participating Agencies, either through this Agreement or any other agreement.
2.7 In case of"any conflict or inconsistency between the EL)AA and the Contract
Documents,the ELJAA shall control. In case of any conflict or inconsistency between any of the.
Contract Documents, the documents shall prevail and apply in the following order of priority:
(i) This Agreement;
(Iii) Vendor's Proposal, and
(iii) The RTT,
EXHIBIT "B"
18 Extension ar contract terms to Partic ipating Agencies:
2.8.1 Vendor agrees to extend the same terms, covenants and conditions available to
Purchaser Under this Agreement to Participating Agencies that have executed
an Intergovernmental Cooperative Purchasing Agreement("K;A") as may be
required by each participating Agency's local laws and regulations, in
accordance with Attachment C. Each Participating Agency will be
exclusively responsible ft,)r and deal directly with Vendor oil matters relating
to the EUAA, the Service Agreement, and ordering, delivery, inspection,
acceptance, invoicing, and payment for Products and Services in accordance
with the terms and conditions of this Agreement as if it were"Purchaser"
hereunder, Any disputes between as Participating Agency and Vendorwfill be
resolved directly between them tinder and in accordance with the laws of the
State in which the Participating Agency exists. Pursuant to the IGA, the Lead
Contracting Agency shall not incur any liability as a result of the access and
utilization of this Agreement by other Participating Agencies,
2,8,2 This 5olichal on ineets the public contracting requirements ofthe Lead
C`Ontracting.Ag,en(�Ay and inaY not be aj,)Ioroj)riate under oi° ineet 1)ai-licij.)aling
Agencies"1))-ocummient laws. Jarticij)ating A W.,ir ncies are w-ged to seek
indelyenciew review b))their legal counsel to einure comj)liance with all local
ond state soficnation i-equiremews,
19 Ore9 Oil Public Agencies are prohibited from use of products and services offered
Linder this contract that are already provided by qualified nonprofit agencies for disabled individuals
as listed on the Department of Administrative Service's Procurement Lkt("ProCUrernent List"
Pursuant to ORS 279,835-,855. See wvw,OregoiiRebabilitatioi).org/qrf for more information.
Vendor shall not sell products and set-vices identilled on the Procurement List (e.g,, reconditioned
toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.
ARTICLE 3 —TERM AND TERMINATION
11 The initial contract term shall be for two (2) calendar years Front the effective date of
this Agreement ("Initial Term"), Upon termination ofthe original two (2) year term,this Agreement
shall autornaticaHy extend for up to three (3) successive one (1) year periods,(each a'*Renewal
Term"); provided however, that the Lead Contracting Agency and/or the Vendor may opt to decline
extension sof the Master Price Agreement by providing notification in writing at least thirty (30)
calendar days prior to the annual aLltomatic extension, anniversary of the original Master Price
Agreen-tent term.
12 l"ither Vendor or the Lead Contracting Agency n-tay terminate this Agreement by
written notice to the other party if the other party breaches any of its obligations hereunder and Fails
to rernedy the breach within thirty (30") days after receiving written notice Of such breach from the
ascan-breaching party,
The forgoing,terms of this Article apply only between Vendorand the Lead
C,ontracting Agency. The "Tern) and Termination- terms as between Vendor and any Participating
Agency rilay be addressed in tile EUAA.
EXHIBrr "B,"
3.4 Termination of this Agreement shall have no efl-bct oil any UJAA entered into prior
to such terinination, Vendor shall not enter into an EUAA in reliance on this Agreement subsequent
to the termination of this Agreenwnt.
ARTICLE 4 — PRICING, INVOICES PAYMENT AND DELIVERY
..........
wt.[ Purchaser shall pay Vendor for all Products and Services ordered and delivered in
compliance with the ternis and conditions of this Agreement at the pricing specified for each such
Product. and Service on Attachment A, Plus actual shipping costs. The pricing schedule Wt to,rth On
Attachment A hereto shall reinain fixed for the Term ofthis Agreement.
42 Vendor shall submit original invoices to Purchaser in form and substance and format
reasonably acceptable to Purchaser. All invoices must reference the Purchaser's Purchase Order
number, contain an itemization of amounts for Products and Services Purchased during the
applicable invoice period and any other information reasonably requested by Purchaser, and MUSt
otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by
Purchaser. Additional invoicing terms may be addressed in the EUAA.
43 Unless otherxise specified, Purchaser is responsible for any and all applicable sales
taxes. Attachment A or Vendors Proposal (Attachment D) or the EUAA shall specify any and all
other taxes, costs, and duties of an), kind which Purchaser is required to pay with respect to the sale
of Products and Services covered by this Agreement and all charges for packing, packaging and
loading.
4.4 price redUC1i0r1S or discount increases may he offered atany time during the contract
term and shall become effective upon notice of acceptance from Purchaser.
4.5 SubJect to Attachnients A and F herein. Vendor shalt offer-delivery and/or shipping
costs prepaid FOB at Purchaser's Destination. If there are handling fees, these also shall be
included in the pricing. All shipping costs prepaid by Vendor shall be itemized and included it)
Vendor's invoices and payable by Purchaser.
4.6 Unless otherwise directed by Purchaser for expedited orders, Vendor shall Utilize
such common carrier for the delivery of Products and Services as Vendor may select; provided,
however, that for expedited orders Vendor shall obtain deliver), services hereunder at rates and terms
not less favorable than those paid by Vendor for its own account or for the account ofany other
similarly situated customer of'Vendor.
4.7 Vendor shall have the risk of loss of or damage to any Products until passage of title
to Purchaser, Purchaser shall have the risk of loss Graf or damage to the products after title has passed
to Purchaser" Title passes to Purchaser upon delivery of Products to Purchasers Destination.
ARI'ICI,E 5 INS'L)RANCE
5,1 During the term of this Agreement, Vendor shall maintain at its own cost and expense
(and shall cause any subcontractor tra maintain) insurance policies providing insurance of the kind
and in the amounts generally carried by reasonably prudent manufacturers in the industry, N"'ith one
EXHI.Ba "B"
01'Mere Mpiltable insurance companies licensed to do business in Oregon and any other state or
jurisdiction where Products and Services are sold hCI-CUndcr. Stich certificates of insurance shall be
tirade available to the Lead Contracting Agency upon 48 hours notice. BY SIGNING T[IE
AGREEMENT PA(.'jE TFIE VENDOR AGREES ro rt-iis REQUIREMENTAND FAILURE TO
MFETTHIS, REQUIREMI:,N'F WILL RESULT IN' CANCELLATION OF' THIS MASTER MICE
AGRETMENT.
5.2 All insurance, required herein shall be maintained in full fiorce and effect until all
work or service required to be performed under the terms of this Agreement is satisfactorily
completed and formally accepted. Ally failure to Comply with tile claim reporting provisions of the
insurance policies or any breach of all insurance policy warranty shall not affect coverage afforded
Linder the insurance policies to protect the Public Procurement authority.. The insurance policies I-nay
provide coverage that contains deductibles or self-insured retentions,. Stich deductible and/or sell'-
il"ISUred retentions shall not be applicable with respect to the coverage provided to the Public
ProeurernentAUthority under such policies. Vendor shall be solely responsible for the deductible
and/or self-insured retention.
5.3 Vericlor shall carry Workers' Compensation insurance to cover obligations imposed
by 6ederal and state statLIteS havingjUrisdiction over Vendor"s employees engaged in tile
performance of the work or services, as well as Employer's Liability insurance. Vendor waives all
rights against the Lead Contracting Agency and its agents,officers, directors and employees for
recovery of damages to the extent these darnages are covered by the Workers' Cornpensati(m
insurance obtained by Vendor pursuant to this agreement.
5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty-days (30-days) prior written notice to the Lead Contracting Authority.
5.5 'The forgoing Lernis of this Article apply only between Vendor and the Lead
Contracting Agency. Insurance required by any Participating Agency may be addressed in the
EUAA.
ARTIC-LE,6--J.NDEMNJ.F1,CA—T 1 0 H-OLD-HAMLE-.S,S
6,.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting
Agcncy. its respective officials, directors,employees and agents, (collectively, the "Indemnitees"')
from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities
(inch.uding without limitation reasonable attorney's fees), suffered directly or indirectly by any of the
Indemnitees by reason of, or arising Out of, (i):any breach ofany covenant, representation or
warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of
its obligations, covenants or agreements set forth in this Agreement, (iii)the negligence or
intentional misconduct of Vendor, any subcontractor of Vendor, or an), oftheir respective employees
car agents, (iv) any failure of Vendor, its Subcontractors,, or their respective employees to comply
with any Applicable Law, (v) any litigation, proceeding or claina by any third party relating in any
way to the obligations of Vender under this Agreement or Vendor's performance under this
Agreement,, (vi) any FinployeeTaxes or, Unemployment insurance, or(vii) any clairn alleging that
the Products and Services or any part thereot,infringe any third party's US. patent, copyright,
trademark, trade secret or other intellectual property interest. Stich obligation to indemnify shall not
apply where the damage, claim, loss, expense, cost, obligation or liability is dric, to the breach of this
EXHIBIT "B"
Agreement by, or negligence or willful misconduct of',: Lead Contracting Agency or its officials,
directors, employees, agents or contractors, The indemnity obligation set forth herein shall be limited
to the amounts available and ultimately colIccted on the insurance policies required to be carried by
Vendor under Article 5. The indemnity obligations of Vendor under this Article shall sul-vive the
expiration or termination ofthis Agreement for two years.
62 I_,I M H'ATION 01" LIABILTrY: IN NO, E'VEN'T SHALL F-.`1JTI-1f`1R PARTY 13E
LIABI-E FOR ANY SPECIAt., INDIRECT', INCIDENTAl-, CONSEQ1JENTIAL OR
EXEMPLARY DAMAGI',"S IN ('"."ONNECTION WITH OR.ARISING OUTGAF' TIJIS
AGREEMENT, INCLUDIN(3, Bur NOT LIMITEDTO, DAMAGES FOR INJURIES TO
PERSONS OR '1`0 PROPERTY OR LOSS OF PROFITS OR. LOSS 01. I"U"FURE BUSINESS OR
REPUFATlON, WHE"11 IER BASED ONTORTOR BREACH OF CONTRACTOR OTHER
BASIS, EVIEN IF IT HAS BE1I,-.N ArmSt.'D OFTHE", POSSIBII.J1'Y OF SUCH DAMAGES.
ARTfCLE 7 — WARRANTIES
Purchaser shall refer to Vendor's Proposal for all Vendor and mantifilCtUrer express
warranties, as well as those warranties provide(] under Attachirient B herein,
ARTICLE 8 - RESERV.E.il)
A .TI 1CI,X_9_.......R'ESERVED,
ARTICLE 10 - COMPLIANCE WITH LAWS
10.1 Vendor agrees to comply with all Applicable Laws and, ar Vendor's expense, secure
and maintain in full force during the terin of this Agreement, all licenses, permits, approvals,
authorizations, registrations and certificates, if any, required by Applicable Laws in connection with
the performance of its obligations hereunder. At Purchaser's request, Vendor shall provide to
Purchaser copies of any or all such licenses, permits,approvals, aLithOrizations, registrations and
certificates.
10.2 Purchaser has taken all required governmental action to authorize its execution of this
Agreement and there is no governmental or legal impediment against Purchaser's execution of this
Agreement or perfbrinance of`its obligations hereunder.
. RTICLE 11. -- PUBLICITY / INTELLECTUAL PROPERTY AND LICENCE
11.1 No news releases, public announcements, advertising materials, or confirmation of
same,concerning any part of this Agreement or an), Purchase Order issued hereunder shal I be issued
or made without the prior written approval of the Pat-ties,Neither Party shall in any advertising, sales
materials or in any other way USC any ofthe names or logos of the other Party without the prior
written approval of'the other Party.
112 Purchaser hereby agrees and acknowledges that UST: D owns all rights, title, and
interest in and to the Intellectual Property. Purchaser agrees to ]lot rernove, obscure or alter
t.,)SDD's or any third party's copyright notice,trademarks, or other proprietary rights notices affixed
.............................-
EXHIBIT "B"
to or contained within or accessed in con'jUnCtiOn With or through USDD's,products. Nothing herein
shall, be deemed to give, transfer. or convey to Purchaser any rights in the Intellectual Property other
than the license to use the Software, as set forth below.
l 13 At all thries that Flurchaser is in compliance with the terms of this MPA and any
applicable EUAA, Purchaser shall have a 11011-eXCILlSive, non-transferable, fully paid license, to rise
the Software ill conjunction With the PMolUcts and Services.
ARTICLE 12 — RIGHT TO AUDrr
Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any
third party retained by Purchaser, may upon prior reasonable notice to Vendor, during normal
business hours, audit the books. records and raecou,ntS of Vendor to the extent that such books,
records and accounts pertain to the sale of any Products and Services hereunder or othervvise relate
to the performance of this Agreement by Vendor, Vendor shall maintain all such books, records and
accounts in the ordinary course of its business. All such audits shall be at the expense and risk of
Purchaser and take place on site at USDD's primary place of bLlSiness, or at such other reasonably
convenient location determined in USDDs sole discretion. In addition to all other sums payable
Under this Agreement, Purchaser shaVendor I pay for all costs, labor, office space and materials
provided to Purchaser by Vendor in contiection with any Audit(collectively "Audit Costs"). Labor
rates shall be Vendors then Current list rates withoUt discount. Costs, office space, and materials
shall be priced at Vendor's cost plus 20%. Audit Costs shall be invoiced and paid as provided in
Article 4 and Purchaser shall be solely responsible for issuing any purch,'ise orders, PO nurnbers, or
other authorizations necessary to facilitate such payment. Audit Costs shall include any and all time
spent and co� ts or fees incurred in processing and collecting such payment. 'rhe Purchaser's right to
audit under this Article 12 shall survive the expiration or termination of this,Agreement for a period
cif three (3) years after the (late of such expiration Or tcrrninartion.
ARTICLE 13 - REMEDIES
o
Except as otherwise provided herein, any right or.remedy of Vendor or Purchaser set forth in
this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all
rights and rernedics under al?plicable law, including; Without Hillitation, equitable relief. The
provisions of this Article shall survive the expiration or termination ofthis Agreement.
ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal
representative, partner car joint venturer of Purchaser. Nothing herein shall be deerned or construed
as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the
power or authority to bind or commit the other.
ARTICLE
All notices required or permitted to be given or Ynade in this Agreement shall be in writing,
Such notice(s) shall be deemed to be duty given or made if delivered by ]land., by certified or
registered in,
'Jil 01. by nationally recognized overnight courier to the address specified below:
EXHIBIT "B"
Ifto Lead Contracting Agency:
Public Procurement Allt[101®ity
25030 SW Park,,vay Ave.
Suite 330
Wilsonville OR 97070
ATTN: Heidi Arnold
If to Vendor:
US DIGITAL DESIGNS, INC.
1835 E. Sixth Street, Suite 27
'Tenipe.. Arizona 8528,1
AJ-FN: Maribeth yacht
Either Party may change its notice address by giving the other Marty written notice of such change ill
the manner specified above. "chis Article is applicable only between Vendor and the Lead
Conn-acting Agency. Notice terms between any Participating Agency and Vendor rnay be addressed
in the EUAA.
ARTICLE 16 - FORCF, M.AJEURE
Except for Purchasers obligation to pay for Products and Set-vices delivered., delay in
performance(,,)r non-performance of any obligation contained herein shall be excused to the extent
Such failure or non-perfornlance, is caused by force rna jeure. For purposes of this Agreement, "force
ina,jeLlre" shall mean any cause or agency preventing performance of an obligation which is beyond
the reasonable control ofeithet"Party hereto, including Without limitation, fire, flood, sabotage,
shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority
(including, without limitation, acts,based on laws or regulations, now in existence as well as those
enacted in the future),acts ofnature, and delays or failure in obtaining raw materials, supplies or
transportation. A Party affected by force majeure shall promptly provide notice to the other,
explaining the nature and expected duration thereof, arid shall act diligently to remedy the
interruption or delay if it is reasonably capable of being remedied.
ARTICLE 17 - WAIVER
No delay or failure by either Party to exercise ail), right, rernedy or power herein shall impair
such Party's right to exercise Such right, remedy or power or be construed to be a waiver of any
default or an acquiescence therein; and any single or partial exercise ofany such right! rernedy 01•
power shall not preclude any other or further exercise thereof or the exercise of any other right,
remedy or power. No waiver hereunder shall be valid unless set forth in writing,executed by the
waiving Party and then only to the extent expressly set forth in Such Writing.
ARTICLE 18 - PAIZTIES BOUND- ASSIGNMENT'
This Agreement shall inure to the benefit of and shall be binding upon the respective
successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor
Without prior written notice to Purchaser.Notwithstanding the foregoing, Vendor may subcontract
any installation services to one or more of its LJSDD certified installers. Vendor shall riot delegate
EXHIBIT 17-B"
its duties under this Agreement nor assign monies clue or to beconie dUC, to it hereunder r`VithOLlt Prior
written consent of Purchaser. PUrchascr may freely assign this Agreement to an instrumentality
thereof or to as third party responsible for administering this Agreement on behalf of Purchaser,
Al'U"ICLE 19 - SEVERABILITY
the extent possible, each provision of this Agreement shall be interpreted in SUCh a
manner as to be: effective and valid under applicable law. If any provision of this Agreement is
declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not
invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or unenforceable provision or provisions and the
rights and obligations of the Parties shall be construed and enforced accordingly.
ARTICLE20 - INCORPORATION- ENTIRE AGREEMENT
2U All the provisions of the Attachments hereto are hereby incorporated herein and
rnade a part of this Agreement,
202 This Agreement(including Attachments and Contract Documents hereto)
constitutes the entire agreement,ofthe Parties relating to the subject matter hereof and supersedes
any and all prior written and oral agreements or understandings, relating to such subject matter.
ARTICLE 21. - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way
be used to construe or limit the provisions set forth in this Agreement.
ARTICLE-22--, M.QQ.1F1. .C.A1IO.'N'$'
"this Agreement may be modified or amended only in writing executed by Vendor and the
Lead Contracting Agency, 'file Lead Contracting Agency and each Participating Agency contracting
hereunder acknowledge and agree that any F.UAA entered into in connection with any Purchase
Order hereunder shall constitute a modification of this Agreement as between the Vendor and the
Participating Agency executing the EJJAA. Any EUAA or other modification of this Agreement as
between Vendor and any Participating Agency shall not be deemed a modi I reation of this Agreement
for,the benefit of the Lead Contracting Agency or any other Participating Agency.
A-RITICLE-231-11- GIOVERNIN-G-11AW,
This Agreement shall be governed by and interpreted in accordance with the laws of the state
of Oregon or, in the case of a Participating Agency's Use of this agreement, the laws of the state in
which the Participating Agency exists,without regard to its choice oflaw provisions.
ARTICLE 24 - COUNTERPARTS
This Agreement may be executed in counterparts all of'which together shall constitute one
and the same Agreement,
..................................
EXHIBIT "B" a
IN WITNESS WHEREF,the parties have execsited this Agreement as of the day and year
last written belo .
NW�Signature
Printed Name:
Public Procurement Atithority
Dated: '
i
VENDOR-
US litl 1elns nc.
i
By nature:
Printed Marne: Dominic Main ni
"Title; Vice President
Dated: Au st 21.2015,
I
I
EXHIBIT 9TV1
,1"FACH _ESS 1.�.. ,
to Master Price Agreement by and between VENDOR and URCHA E .
_. _..... _
Percentage('/)off
List,Price*
(OJT Fixed price if%off
pricing is not available)
Msp atch Center Equipment,
10%off all
Item 1. communications Gateway Baur(G21GW) Dispatch Center
Item 2, G2 Gateway Audio Serial interface(GaSI) Equipment
Item 3, HDTV Remote Module(TVR)
Item 4, G2 Light Tower Interface(U1.)
16�off all
Eire Station Equipment Item
Fire Station
1. 62 Voice Alert(VA) Equipment
Item 2. G2 Mobile FSAS App(G2IAPPIDL)
Itern 3. G2 ATX Station Controller(ATX)
hent 4. Rack Mount:Ergs(AME)
Item 5. Base Mate(A'TXIP)
Item 6. ATX Expansion Kit(A1'XIEXP)
Metra 7. Audio Extension Module(AUDIEXT)
Item B. Fiber LAN Module(2)(1 01-ANIKIT)
Itern'9. G2 Room Remote Module(RR)
Item 10.RR Trim Plate,for Flush Mount(RRiTP)
Item 1.1.,RR Bank Straps--for solid wall flushhnounting(RRiBS)
item 12.RR Back Box,for solldiwall flush mounting(RRIBB)
Item 13.G2 Message Rernote ModUle(MR)
Item 14.G2 Sign Rerraaate ModWe(SR)
Item 15.G2 HDTV Remote Module(TVR)
Iters 16.G2 Message Sign,Digital LED(GarnmaSign)(MSIG)
Item 17.G2 Message Sign,Digital LED(BetaBrite)(MSiB)
Item 18.MS Adapter Plate,Vesa 100(MSIAf1PTIVIOO)
item 1.9.MS TielStraps(pair)yours two M'Ss(MSIADPI"ISTRP)
Item 24,MS Mount--Articulating Std.reach(MSIMNTIARTIS)
item 21..MS Mount--Articulating Long reach(MSIMNTIARTIL)
Item 2.2,M5 Mounts—X2 Armt„Artie,,Lang(MSIMNT1AR"fll_X2)
Item 23,G2 Double MS kit(MR,901deg Mount,x2MS)(MSIX2K)
Item 24,G2 1/0 Remote w/8 in&out(10R)
EXHIBIT "B"
................ _7
Item 25.G2 Strobe Light/Red LED(STR)
Item 26.G2 Color Indicator Remote—up to 8 Uniclue colors, (CIR)
Item,27. Push Button,standard(black)(PBIB)
Iters 28,Push Button,Emergency(red)(PBIR)
ftern 29.ALrdlo ArnpVfier,external,standard(AMP)
Item 20.Speaker—APP/Weatherized(A25),Surface 70v(SI)KIWISM)
Item 21.Speaker standard flush mount,80/70v(S86)(SPKIS'TDIFM)
Itern 22,Speaker surface mount(MB)80/70v(SPKISTDISM)
Itern 23,G2 LED speaker Flush Mount 80/70v(SPKiLEDIFM)
Itern 24.G2 LED speaker Surface,Mount(MB)80/700(.SPKII.EDISM)
Rern 25.Transformer,8ohrn to 70v,external lXFMR�
Item 27.ATX UPS,standard(UPSISTD)
Item 28.UPS Exterrided Runtirne battery(UPSIEX'r)
LaborServices 10%off hourly rates
. Project Management
. Engineering Services
. Installation
.
Support Services
Maintenance Services(applicable only during Warranty Period to iterns NOT 10%Off hOU6y rates,
covered under Warranty—discount does not apply to post-warranty Service
Agreement)
The same terms, conditions and pricing of this Agreement may be extended to
Participating Agencies. In the event flie terms of this Agreement is extended to
Participating Agencies, each Participating Agency shall be solely responsible for the
ordering of goods and services under this Agreement. The Lead Conti-acting Agency
shall, not be liable in any ftashion for any violation by a Participatirig Agency, and the
Participating Agency Shall hold Lead Contract Agency harmless frorn any liability that
may arise from action or inaction oft Participating Agency.
- ---------.........................................
T" "
ATTACHMENT B
to Master Price Agreement by and between VE---------
NDOR and PURCHASER.
-
ADDITIONALSELLER WARRANTIES NOT INCLUDED IN PROPOSAL
........................... ..........................
To the extent possible, Venclorwill rnake available all warranties from third party manufacturers
of Products not manufactured by Vendor, as well as any warranties identified in this Agreement
and Vendor's Proposal.
14
EXHIBITfid. "
ATTACTIMENTC
to Master Price Agreement by and between VENDOR and PURCHASER.
PARI'lCIPAT'ING AGENCIE,S
....................................................--.—.............-
The Lead (",ontractincy Ag
ency in cooperation with National Purchasing Partners entered
into this Agreement on behalf of other government agencies that desire to access this Agreemelit
to purchase Products and Services. Vendor must deal directly with any Participating Agency
concerning, the EUAA, Service Agreement, placement of orders, issuance of the Purchase orders,
contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held
liable for any costs, clarnages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall
be construed to be in accordance with and governed by the laws of the state in which the
Participating Agency exists. Each Participating Agency is required to CXCCUte an
Intergovernmental Cooperative Purchasing Agreenient("K.W'), as set firth on the NPPGov web
Site, and 'I"'he TGA
allows the Participating Agency to Purchase ProdtldrS and Services from the Vendor in
accordance with each Participating agency's legal requirements as if it Nvere the "Purchaser"
hereunder, Any rererences in this Agreement to the Lead Contracting Agency shall not.apply to
any subsequent contract entered into between Venclor and any Participating Agency.
EXHIBIT
" . rr
to Master Price Agreement by and between VENDOR and 1"U C IJAS R.
Vendor's Proposal
(The Vendor's Proposal is not attached hereto.)
�
(The Vendor's Proposal is incorporated herein.)
16
EAHIBIT IIBII
AITTIACAL,MENT E
to Master Price Agreement by and between VENDOR alld PURCHASER.
Purchaser's Request for Proposal
(The Purchaser's Request for Prop(�)sal is not attached hereto.)
(The Purchaser's Request for Proposal is incorporated herein.)
17
EXHIBIT "B"
ATTACHMENT F
to Master Price Agreernetit,by and betiveen VENDOR and PURCHASER.
Form End User Acknowledgement and Agreeinent
18
EXHIBIT "B"
US DIGITAL DESIGns
END USER'S ACKNOWLEDGMENT AND AGREEMENT
a"
This End User's Acknowledgment and Agreement("EUAA") is made by and between US Digital Designs,
Rrue. ("USDD"), with its principal place of business at 1835 East Sixth Street, Suite 27, Tempe, Arzolia
85251 and the following entity ("End 1Jser`);
[End User]
[division or department]
[Contact person]
[address)
[address]
(phone:numbers]
ternail address)
Recitals
a. The Public Procurement ,authority ("NT',a"t"), a subdivision of the State of Oregon, issued its
Request for Proposal#1425 ("RIF11").
b. 1JSDD submitted its rzslaortse to the REP ot�a December S,2014.
c. The T'R'H, issued a Notice of Award oil March 6,2015.
d. The P13A and USDD entered into a ]•~"luster° Price Agreement stated _. _.._ ("MPA") for the
purchase of f,1SDD "Products" and "4ervices" (as defined below), which agreement ismade
available by its terms for use by End User.
e. End, User has or intends to issue a Purchase Order to USDD under the terrus ofthe MPA for the
acquisition of USDD Products and Services.
f. tJSDl3's obligation to paerform under the M11A is contingent,, in part, on USM's receipt of End
User's acknowledgement and agreement regarding (i) [lie "Warranty" las defined below), (fl)
t.JSDD's retention of all rights to its "Intelleettail Property" (as defined b0ow)„ (iii) the software
license set forth herein (iv)the terins, of installation,technical specifications,and scopes of work,
turd (v) other terms and conditions necessary to facilitate and govern the transaction (collecrtivc py
"Contingencies").This FJJAA is intended to provide that acknowledgement and agreement.
19
EXHIBIT "B"
g, End User desires to purchase the Products and Services described in the"Quote"(as defined
below)through the NVA and in accordance with the provisions of this EUA A.
Therefore, m order to satisfy the Contingencies and fiacililate the transaction, arid for other good arid
valuable consideration,the receipt and sufficiency of which is hereby acknowledged, USC D arid End User
hereby agree as follows:
I Definitions. For purposes of this EU AA,the hallowing terms shalt have the following meanings:
a° "Additional Services" means any and all services performed by USDD at the instruction
Azar request of End LJser through its authorized personnel, including; any I'lagincering
Services,that are rrot,specifically included in the"Scope of"Work"(as defined below).
b. "COMMUnications Gateway" means the pair of redundant servers used as the, master
communications hub for the System as set forth in the Quote.
c. "Dispatch Customer"" means any fire district, department, station, or other agency for
which End LJser provides dispatch services.
d, "E'riginecring Services"means engincering or project management services performed by
USDD's employees, agents or contractors directly related to planning arid documenting
the layout, design, project schedule, installation, and functionality of the Systern as a
whole:and at each individual installation site,
c. "GaSi Audio Interface"' inewis the proprietary USDD VoiceAlert Radio Hardware
component integrated into the C'Onurnunications Gateway.
f "Hardware" means a physically tangible electro-mechanical systerri or sub-system arid
associated documentation provided to End User by USDD, jjj°L)yLi(jjed however, that
i-rlardware shall not include any televisions, monitors, iPads or computer tablets
manufactured by third parties.
g. "Intellectual Property'"incaris any arid all rights of LJSDD related to USDD's products,
Software,and Hardware,existing fire)m linre to time tinder patent law,copyright law,
trade secret law,tradern ark law, unfibir cornpetition law,and any and all other proprietary
rights,arid any and all derivative works,work product,applications,renewals,extensions
and restorations thereof,now or hereafter in force and effect worldwide.
h. "Products" means the Hardware, Software and other tangible goods,equipment, supplies
and components included in the Quotc,
i, "Quote"means the document attached as Exhibit C'.
J. "Scope of Work" ItienjiS the docurnent attached at Exhibit B. Scope of Work excludes
any goods or senices to be provided Linder the Service Agreement. The Scope of Work
applies only to the Products and Services included in tire Quote.
k, "Service Akyreeniern"means the document attached as Exhibit 1),
L "Services" means the installation, configuration, startup, teStillg,
aining, and other
services set fbrth in the Scope of Work as limited by the Quote.
in. "Software" means sollware prograins, including embedded software, firrinware,
executable code, linkable object code, arid source code, induding any updates,
20
EXHIBIT "B"
modificati,mis, revisions, copies,documentation, and design chna that are licensed to End
User by USDD under this Agreement.
m "Station Controfler" means the CPU and related COMPLAter,components(whether USDD's
ATX or AT niodel)to be installed at each fire station as described in the Quote.
o, "Systern"means all Hardware and Software purchased by End User through the MPA or
directly from LJSDD under any corni-ad, l)LUCIMSC carder, or arrangement that is used
exclusively by End User as part of its fire station alerting; system, including without
litnitaticti the "POCS" (as defined below), pLqyLs(.Lqd bjj that the teat "System"
specifically excludes any components, hardware, or soft-ware provided by third parties,
including without flinitation rind User's computers, lap tops, computer peripherals,
monitors, televisions, routers, switches, operating systems, computer programs,
applications, internet and network connections,and alty other parts or items not provided
to End User directly by LJSDD. Systern also excludes any consurner electronics
purchased through USDD (such as televisions purchased for rise as monitors or signs,
Wads,computer tablets,monitors and like merchandise).
p, "VoiceAlert Radio" ntearts the Soffivare that controls the GaSi Audio Interface and
functionality of the optional radio alert system.
q. "Warranty"means the New Systern Warranty attached as Exhibit E.
UTiclefined technical terms, specifications and acronyms used throughout this EUAA shall have the
meanings generally attributed to thern in the fire station alerting industry.
2. Products and Services. Upon receipt of a Purchase Order ("PO") from End User for Products
and Services described in the Qume, USOD will provide the Products and perform the Services pursuant to
the terins of the this I`1`UAA and the MPA, The Quote is subject to correction for errors and carrissions,
including the ornission of any excise, use, or transaction levy, use fees, access fees, programs fees, audit
fees, or other costs or reductions to the purchase price imposed by any code, statute, rule, regulation,
executive order or program not specifically Included as a line i!tem in the Qnote. Upon delivery to End
User's site,End User shall bear all risk of loss or damage to any Products oectirring thereafter.
3. Invoiees and Payment.
a. All Products and Services identified in the Quote are being purchased by End User
through the MPA.
b, USDD shall invoice End User directly For(l)any Products and Services delivered to or
performed for End User(H)all Additional Services,and(iii)all Products provided to End
User that are not identified in the Quote oil a monthly basis. All invoices shall be due
and Payable within thirty days of receipt in United States currency,free of exchange,or
any other charges,
C. Invoices unpaid for 30 days are subJect to interest at 18%per annum.
4. Design awl Installation Services.
a. Within .30 days after the execution of this EUAA or USDD's receipt of'End User's PO,
whichever is later, the pat-ties shall participate in a project nicefing, at a place and in a
Inanner gas shall be reasonably convenient("Project Meeting"). End User will use its best
efforts to have all necessary representatives of its Dispatch Customers present at the
Project Meeting.
EXHIBIT "B"
b. Either party may elect to participate in the Procet Meeting, reinotely via video or•
J
telephone conference.
c. LJSDD will provide a proposed project schedule for discussion at that thrw or otherwlse
consult with End User and its Mpatch Customers regarding development of a protect
schedule.
(f. Thereafter, LJSDD and F`nd I Jser will collaborate to plan and document the layout, and
installation protocols for c:adi individUM installation site and finallize the project schedLde
(collectively the"Design Phase")consistent with the Quote and the Statement of Work.
iAtter,nate Language — if cost of installation is unkno%vn -- strike paragraph d above and insert
following�
e. Thereafter, LISM) and F',nd User will collaborate to plan and document the products,
layout, and installation protocols ibr each individual installation sight and finalize the
project schedule:(collectively the"Design Phase").
f. As part of the Design Phase, LJSDD shall obtain bids from one or more of its certified
installation contractors for installation of the Products at each installation site:.
g. All bids shall be for as set flat price,
h, USDD shall SUbitilt said bids to the End User together with its recornnieridation for
acceptance("Bid Recommendation"),
i. Unless End User objects in writing to the Bid Recommendation within seven days of its
receipt thereof, I, SDD may accept the recommended bid and engqe the contractor to
perform the Installation.
all lie the installation contractor's final bid price
J The pricing for the Installation sh
(logether Nvith the price: of any subsequently approved change orders), plus 15% of the
total cost of the Installatiom
k. End User shall issue its authorization to proceed with delivery of the Products and
Services set Forth in the Quote within 5 days of completion of the Design Phase.
1, Upon issuance of End User's authorization to proceed, no changes will be made to the
design ofthe System except upon written change order,
5. Subsequent Purchases. At any tinie during the terns of the MPA, End User may pUrchase
addillonal Products and Services, through, (lie MPA, by issuance of a PO incorporating the terms of this
FAJAA.
6. Trahlifl-. PLU-Stlant to a mutually agreed upon schedule,USDD shall provide training as set forth
in the Scope of Work for the price stated in the Quote, Except as otherwise set forth in the Quote, all
additional training Provided by LJSDD shall be charged at the hourly rates applicable under the it lwlaas
reasonable costs and expenses incurred by USDD related to the training. Reasonable costs and expenses
shall include air fare, lodging, meals, ground transportation, shipping, document reproduction, and other
reasonably necessary costs and expenses related to the training, No additional training shall be provided
until the Parties have executed an agreement setting forth the scope, cost, and schedule: for the additional
training.
T Acceptance of Station Installation. Upon substantial completion of installation at each fire
station and at the End User's dispatch center, USDD or its subcontractor shall prepare and deliver tin End;
22
EXHIBIT "B"
Uses- a written request liar End Uwr's acceptance of the installation ("Request for Acceptance"). Upon
presentation of the Request for Acceptance,End User shall inspect the station installation and(i)accept tile
installation as presented,or(ii) accept the installation sul:�Iect to completion of specified tasks necessary for
the installation to comply with the Scope of Work("Punch List"); or(iii) reject the installation by written
notice to I.JSDD specifically identifying the defects and deficielicies of the installation that are not in
corriplkince with the Scope of%Vork ( Rejection Notice"), If End User accepts the installation subject to as
Punch List,the installation shall be deerned materially complete. The Punch List shall specifically identify
each task or item that is not in compliance with the Scope of Work and proposed dates for completion,
which in ail instances shall be reasonable, but not less than 10 days. Thereafter, LJSDD shall address all
Punch List items in as timely and reasonable fashion and the installation shall be deemed complete and
accepted. If End User rqjects, the histalialion the Rejection Notice shall specifically identify each defect,
deficiency, task or item that is not in compliance with the Scolic of Work and proposed dates for
completion, which in all instances shall be reasonable, but not less than 10 days. Thereafter, USDD shall
cause(fie installation to comply with the Scope of Work and submit a second Request for Acceptance.
8, Systern Acceptatice Testing, Within 60 days of the date the entire System histallation is
subswntially complete and basic functionality has been demonstrated to (fie System Adromistrator, USDL)
and F'nd lJser shall jointly develop a written acceptance testing procedure("ATP") and commence a test of
the System ("Acceptance'Fest")consistent with the ATP. The ATI'shall be based on the System standards,
and criteria set fbrth in the Scope of Work and the final configuration of the Systern as actually installed.
Failure of the End User to participate in the development of the ATP and to jointly perforrn the Acceptance
Test %vith USIDD in good faith shall constitute End User's irrevocable acceptzince oftlic System. Upon
successful completion of the Acceptance Test, including correction by USIDD of'any defects or deficiencies
identified during the Acceptance Test period, End User shall provide USDD %vith as "Certificate of
Completion" in as form acceptable to USDD. If End Uset believes the Acceptance Test was unsuccessful,
and if End User has compiled %vith all "End User Obligations" (as defined below), End User 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 ("Faililre Notice"), If Within 30 days of the Failure Notice,
USDD has not "used the System to meet the standards and criteria set forth in the Failure Notice, End
User may pursue its remedies under the MPA and this EUAA. Failure of End User to provide a timely
Failure Notice shall constitute End User's irrevocable acceptance of the Systcm.
9, Reserved.
10. Warranty. USDD warrants and guarantees its Products and Services subject to the terms and
limitations set forth in the Warranty. The End User's rights and remedies with respect to products and
Services found to be defective in material or workmanship shall be limited exclusively to the rights and
remedies set forth in the Warranty.
Il. Set-vice and Support Option. Upon expiration of the "Warl-wity Period" (as defined in the
Warranty), End User may elect to purchase certain support and maintenance services on the terins, and
conditions set firth in the Service AgreCaWllt, executed contcrnporancously herewith. Under tile leans of
the Service Agreement End User shall have knir one-year options to purchase certain support and
maintenance services directly from USDD (each a "Service Option"). The compensation to be paid to
USDD under the Service Agreement is the "Annual Fee" (as defined in Lille SeIrVice Agreement). USIDD
may invoice End User ror the Annual Fee as set forth in the Service Agreement. End User shall have no
obligation to pay the invoice for the Annual l"ee unless it elects to exercise its Service Option as set forth in
the Service Agreement. After the expiration of the Warranty Period, USDD shall have no obligation to
provide the services set forth in the Set-vice Agreement unless and until. End User exercises the Set-vice
Option and pays the Annual Fee.The"Lead Contracting Agency"(as defined in the MPA) is not a party to
the Service Agreement, The Service Aigreement is as separate contract entered into directly between USDD
and End (Jser and is not in any way part of or governed by the INIPA,
12. Intellectual Property. End User hereby agrees and acknowledges that USDD ovvns all rights,
W
title, and interest in and to the Intellectual Property. End User agrees to not remove, obscure, or alter
1.)SDD's or any third party's copyright notice, tradernarks, or other proprietary rights notices affixed to or
23
........................................... ........................
EXHIBIT "B"'
contained within or accessed in conjunction
o
junction Nvith or through USDD's prducts. Nothing herein shall be
deemed to give,transfer,or convey to End User any rights in the Intellectual Properly other than the license
to use the Software,is set forth below.
13. License, At all times that End User is in corriffliance with the terms of this EIAAand the NIPA,
`nd User shall have as non-exclusive,non-transferable, faHy paid license to Use the, Software in conjunction
with tile System.
14. Insurance.
a.LJSDD shall purchase and maintain such insurance Qis required below for clairris which may arise
out of,or remit From, USDD's operations under this Agreement,whether such operations
are by USDI) or by any subcontractor, or by anyone directly employed by thorn„ or by
anyone for whose acts or omissions anyone of them may be liable.
ti, UISDD shall Secure the f0flOWing Coverages and comply with all provisions noted.
Certificates Of IIISUrance shall be issued evidencing stich coverage to the End User
thrr.fflgh011t the term of this Agreement:
i, Commercial General Liability Insurance with limits of$1,500,000 per occurrence,
$2,000,000 general aggregate, 52,000,000 products and completed operations total
limit,and$1,500,000 personal injury and advertising liability,
ii. Workers' Compensation and Employer's Liability with Workers' Compensation
Hini(s as required by jester End User's Statel and f.niployer's Liability limits of
$500,000/$500,000/$500,000.
c. USDD has or shall submit the Certificates of Insurance evidencing coverage as specifted
above. Noftvithstanding the filregoing, if after submission of the Certificate of' Insurance E,nd User
authorizes USDD or its contractors to proceed with the perfoi-niance of this Agreement, it shail be
conclusively presumed mid determined that the insurance described in the Certificates of Insurance is in full
compliance with the requirements set forth above, and such requirements shall be deemed revised and
amended to require only the coverages provided in the Certificate or Insurance. These terms are effective
and shall be controlling whether the Certificate of Insurance is provided before or after the date of this
EUAA,
15. End User Point of Contact, End User shall assign a single natural person to niallage the
instaHation and administration of the System(tile"Systern Administrator"). End User shall provide USDD
with written notice of such assignment prior to the first Pro.ject Meeting. Did User shall provide written
notice to USDD of any change of System ,administrator, 'File System AdrniniSfl`Rt0W- Shall have the
principal responsibility of overseeing and managing this E[JAA on behalf of End User and shall be the
primary point of contact for End Lisen End User will ensure that the System Administrator is reasonably
available to USED and USDD may rely on the direction of'the System Administrator it) performing its
duties hereunder, including without knih,direction to provide Additional Services.
16, End User Obligations. End User,either directly or through a third p�arty, shall take and perf'or-M
(and shall cause its Dispatch Customers to take and perform) all reasonable action necessary to facilitate
(.JSDD's perf'orniance of the Services herCUnder, Without limiting the foregoing, End User shall be
responsible for the following,
a. The provision of VPN or other nicans for remote access to the System for installation,
testing,and remote access support;
24
EXHIBIT "B"
b, The procurement and/or provision of all computers, peripherals, and coasuniables
(collectively "End User Equipment"), including printer paper,toner and ink necessary for
the installation,testing nand flul6onality of the System;
c. For each"Communications Gateway"location, End User shall:
i, Provide rack or cabinet space of at least 2 RU for the installation of tile
Communications Gateway server pairs,
ii. Provide 2 15A/120V AC outlets for COMMUnications Gateways within 4' of'
Communications Gateway installation location, preferably oil to UPS/generator
circuit;
HE Provide 3 10/100 BASET LAN ports for Communications Gateways, which
must have connectivity to the End User's CAI) system interface server for the
station alerting interfaces, and connectivity to the fire station networks for
station alerfingl-
iv. Provide 3 CATS patch cables frorn LAN ports to Coninilunications Giateway
installation location-,
v. Prior to shipment ol'any Products, assign 4 Ill addresses on the network where
tile COMITIOniCutiOnS(38teways vvill reside, and provide tile addresses to USDD,
together with the subnet rnask and default gateway address(two IP addresses are
for physical (I oniniunications Gateways, one IP address is for the active
Communications(nneway,and one IP address is for the Spider IF KVM);and
vi. Provide VPN access to the 4 lP addresses assigned to the Communications
Gateways(access MH be required for SSH(22),FITTP(80),and I ITTPS(443));
d. Provide the voice and data radio system, data network infrastrUCtUrC, C.AD system and
CAI) interface(on the CAD system itself), dispatch corril)LIters, with current version web
browser,and personnel skilled in End User's radio and data systerns;
e. If End User purchases tile VoiceAlert Radio connections option, for the COMIllUnications
Gateway to radio system connection,End User shall:
L Procure and install radio control stations) or radio console(s), if necessary, and
integrate with existing radio system, which must have PTT input, audio input,
and Cl OR OUtPUt for full Systein ftnictionality;
ii, Provide any third party console software licenses as necessary;
iii. ProNdde netwaork access from Communications Gateways to radio consoles, if
necessary;
iv, Provide I 10/1 OOBASET LAN port for the USDD GaSi Audio Interface, which
must have connectivity to the Communications Gateways,;
v. Provide I CAT'5 patch cable floin LAN port to USDD GaSi Audio Interface
installation location;and
vi. Provide I IP address, subnet mask and default gateway address For tile GaSi
Audio Interface;
f. At each ATX or ATU) Station Controller ius(aMatiotl site:,End User shall:
25
EXHIBIT "B"
i, Provide mounting location for Station Controller;
J. Provide I 15A/120V AC outlet within 4' of the Station Controller location
preferalfly on a Generator circuit;
Hi. Provide motniting location for Station Controller UPS, H'Ilecessary;
iv, provide I 10/'1b() BASET LAN connection within 6' of the Station CoritroHer
front station LAN with 2-way TCP/1P and UDP/lF1 connectivity to
Communications Gateway network (dispatch center or computer equipment
location);,
v. provide I III address, subrict rnask, and default gateway for, each station
locztiorl;
vi, Provide VPN access to the IP' addresses assigned to the Station ControIlers,
which must provide access for SSH (22),JTTTP(80),and HTITS(443);
vii. Provide connection to 70 volt speaker system if existing speaker system is to be
used,,
viii. Provide dispatch radio for audio source f6r dispatch alerting, if necessary; and
ix. Provide connections front telephone intercom,secondar),dispatch radio,or other
existing audio sources to the Station Controller, if necessary;,
g. Any configuration and regular maintenance that is normally undertaken by the user or
operator as descrilwd in any operating manuMs For the Fred User Equipment, including
the rqflacernent of UPS batteries As necessary;
h. Providing all reasonable security and bearing all risk of loss or darnage to any Products
delivered to,stored at,or installed on F`,nd User property;
i. Providing a stable means of data transmission between the Communications Gateway
and each Station Controller serviced by the System necessary for the installation, testing
and ffinctionality of the System; such means of data transmission may include,but is not
Ifirrited to,TCP/IP,data moderris,]eased hoes,radios,etc;
j. The correct use of the Products and System in accordance with the mantINCtUrer and
USDD's operating instructions;
k. The security, accessibility, air(] integrity of the System, End User Equilmnerit, and
installation site;and
L Performing all duties of"Customer"set,forth in the SOW.
17. Termination
a. By End User, If the MPA,any PC).or this EUAA is canceled or terminated by End User
or the Lead Contracting Agency for any reason other than USDD's breach, End t-Isei
shall immediately pay lJSDD for all %v(wk in progress, Services rendered, all inventoried
or'ordered Products,and all other costs incurred by USDD related to this transaction.
b. By USM If'End User refuses or fails to perforin any of its obligations in accordance
with this LURA or the NIP'A, 1JSDD shall provide writlen notice thereof to End User
("Default Notice"), The DefinAt Notice shall specifically describe the nature of the
26
EXHIBIT "B"
1 9
lle ed f,1i4lrC and dernarid that I.,"lid User cure such failure within a specified reasonable
bane period, which in the event of a fifflure to make timely payment shall be 10 days,and
in all other events shall not be less than 30 days ("Cure Period"), It'End User fails to
care the failure Within tile Cure Period, SUCh failure sliall be deemed a default Under this,
E`LJAA. In such event, LJSDD shall have the right to terminate this F'IJAA by written
notice to End User, and End (3ser shall inuriediately pay I,JSDD for all work in progress,
Services rendered, all inventoried or ordered Products, and ail other costs incurred by
USDD related to this transaction.
c, For Failure to Complete Design Phase. If the parties cannot complete the initial
Design Phase within 30 days of the initial Project Meeting, either party may terrninate
this E10AA by written notice to the other. In such event,End User shall innnediately pay
IJSDD for all w(.A in progress, services rendered, all inventoried or ordered Products,
and all other costs incurred by LISDD related to this transaction,
IS. Assignment. The Parties shall not assign in whole or in part this EAJAA Without the prior written
consent of the other Party, which consent may not be unreasonably withheld, Notwillistanding time
foregoing, I.JSDD may fTeCly trauSI'erits t-ights under this V`lJAA in the event ora sale of all or substantially
all of its assets or stock. Additlonafly, USDD juay subcontract any or all of the Installation and Products
nianul'acturing,
19. Reserved.
20Notices. Whenever any provision or this F.-JJAA requires the giving of written notice, it shall be
deenied to have been validly given if delivered (i) in person, (k) by registered inail, postage pre-paid, Ofi)
by a nationally recognized overnight courier set-vice, or (iv) electronicaliy via facsiniiie copy or ernafl,
provided that tile sender obtains confirmation of transinission,to the following:
I"or the End User;
Name:
Ti t I e:
Address:
Fax:
Email:
For USDD�
US Digital Designs, Inc.
Attention: Dominic Maignoni
1835 East 6"'Street, StAite 27
Tempe, Arizona 85281
Fax: 480-290-7892
Ernail: drnagynoni(cusdd.coin
21. Headings and Usage, The headings,captions,and section numbers contained herein are provided
1`6 r convenience only and are riot part of[lie terms of this ELJAA. When the context of tile words used in
this EUAA indicate that such is the intent,words ill the ShIgUlar shall include the plural,arid vice versa,and
the references to,tile masculine. ferninine or neuter shall lie construed as the parader of the person, persons,
entity or entities actually referred to require.
22. Waiver. No failure or delay,in arty one or amore instances,to enforce or require strict compliance
with any terin of this EUA A shall be deemed to be a waaver of such terni nor shall such failure or delay be
deemed a waiver of any other breach of any other terin contained in this EUAA
'17
T " "
B
21 Execution in Counterparts. This E LJAA may be executed in counterparts, all of which taken
together shall be deemed one original. The date of this t-JJAA shall be the latest date oil which any party
executes this E�UAA.
24, Entire Agreement, 1his E(JAA contains the entire understanding bemrcen tire parties, all(,]
supersedes any prior Laidermandings and agreements between or aniong theni wldl respect to the subject
matter hereof. This EiJAA supersedes and replaces tile "terms and conditions" section set forth in the
Quote, if' any, This ELJAA may not be amended, altered, or chanked except by the express written
agreement of tile parties. The terms of this FUAA AmH take preCedeuCC over ally C011fliCting tCHIIS in ally
110 or the N1[IA.
25, Joint Effort. This EUAA has been drafted through tire joint efforts of the pardes and shall not Ile
construed against any party on the basis that such party is the drafter of this ELJ'AA or any terill thereof,
The Parties represent and Warrant to each other that each Party has had the opportunity to revic", this
Contract With COLHISCl Of'itS Own Choosing,that each Party has either reviewed this Contract with counsel or
has elected to i* -oreo such review,and that no Party shallCoil
deny the validity of this ontract the grounds
I
that the Party did [lot Understand the nature and COTI.Se(ILlences of this Contract or did not have the advice of
counsel,
26. Savings Clause. In the event any part,provision,or term ofthis EUAA is deemed to be illegal or
unenforceable,this F1UAA shall be construed as if such unenforceable part,provision,or term had not been
included herein. Such illegA or unenforceable part,provision,or term shall be deemed revised to the
extent necessary to cure its defect and such revision and the remainder of the EUAA shall be and rernain in
full force and effect,
2T End User Representative. The undersigned representative of F-Hrid User hereby represents and
warrarns, that s/he has the authority to bind End User and that tile execution, delivery and performance by
End User under this E(.JA.A will not violate the provisions of any haw, rule, regulation or policy, and will
not conflict with or result in the breach or termination or constitute a def-cult under any agreement or
instrument to which Frid User is a party.
28. Incorporation of all Recitals and Exhibits, All recitals,exhibits, addenda, schedules and other
documents referenced herein and attached hereto are herelly fully incorporated and made a part hereof by
this reference as ifthe terms and content thereof had been fully set forth its the body of this EXAA-
29. 'rhird Patty Beneficharies, Except as otherwise expressly set Forth herein,this Contract does not
and is not intended to confer any rights, benefits, (:it, remedies upon any person or entity other than tile
Parties,
30. Additional Acts and Documents. Flach Party hereto agrees to do all such things and take all such
actions and to make, execute and deliver such other documents and instruments as shall be reasonably
requested by the other Party to carry out the provisions,intent and purposes of this Contract.
[Hid User]: US Digital Designs, [lie.-.
By: By:
Narne: DOMINIC MAGNONI,
Its: Vice President
Date: Date:
28
EXHIBIT
"B"
EXHIBIT A
Reserved
29
T " "
B
EXHIBIT B
Scope of'Work
30
EXHIBIT "B"
EXFf I BIT C
Quote
31
..........
EXHIBIT "
F-X111131T D
Service Agreement
32
EXHIBIT rr rr
E X I I I I31-1,E^a
Warranty
r °
i
NEW SVS'l,'EM WARRANTY
Y
1. Warranty, Subject to the terms,conditions and linautations contained hereha,LIS Digital Designs,
Inc. ('"IJSDD") warrants that the Systern shall not contain any material defects and shall function in
material conformity with the descriptions and specifications set forth in the EIlAA for as period of 18
ra oaths front the final execution date,of the'�EUAA ("Warranty Period"), Capitalized terms used herein and
not siaecifically defined in this Warrant),;shall have the meanings set forth in the E UAA.
?. IEamlwa-°are Def"ects. lfa Hardware defect arises and as valid claim is made within the Warranty
Period, USDD,at its option,quill either Q 1)repair the hardware defect at no charge, using new harts or Darts
equivalent to new ill performance nand 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.
larodnct. Any replacement product or Dart, inclaudin a user-installable hart than has been installed in
accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period
or f"cmr ctd days from the date of repair, whichever is latter. When a product or hart is exchanged, any
replacement itern becomes the End User's property and the replaced itern 'becomes the property of t1SDD.
Parts provided by USDD in fulfillnrent art"Its warranty obligation must tae cascd ill the Systawrta for which
warranty service is claimed. End I. ser shall be responsible for and beam all risks and costs of shipping any
Hardware;to USDD for repair. USDD:shall be responsible for and bear all risks and costs of returning ally°
Hardware to lend User after repair or replacement. Replacement Hardware will be returned to End User
configured as it was when the Ifardw<are was originally purchased,subject to applicable updates.
33
EXHIBIT "B"
3, Systern Maintenance and Support. During the Warranty Period, USDD shall provide Software
updates and maintenance for the System (collectively the"Support Services"). I'lie Services shad include
tile foHowing:
it. Technical phone support Monday through Friday froan 0:8:00 to 17:30 MST, excluding
USDD holidays;
b. Rernote access support Monday through Friday frotri 08:00 to 17:30 MST, excluding
USDD holidays;
C. 24 hour per, day telephone access for End User's System Adnlinistralor or designee to
LJSLAYS senior staff and engineers in the event ofaz"Mission Critical Failure"(as defined below);and
d. Up(lates for-all System Software,as and when released by USDI1
4, Claims, Mor to makinig ervices, End U c a Warranty clairn or requesting Support S s r is
encmua,ged to review USDD's online ]tell) resources. Thereafter, to make a valid claim hereunder. End
User MUSt contact USDD techifical 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 lJSDIYs web site at End User 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 LJSDD of" any Further oblig:atioll
hereunder.
S. Mission Critical Failure. "Mission Critical Failure"nicans as failure in the materials,
worknianship or design of the System:that causes any fire station served by the Sy sil tota>be incapable of
receiving dispatches through all Comn)Lill i cat ions paths, provided however,that any such failure caused by
operator error,internet or telephony service outages,nnsuse or neglect of tile System or any Cause outside
of USDD's direct control dos-riot constitute a Mission CriticalEmergency
Failure. Eird User's use Of ergency
Support in the absence of a Mission Critical Failure shall constitute Additional Services under the EUAA.,
which will be charged at USDDs then current rates,
6. Exclusions and Limitations. USDD's obligations Under this Warranty are contingent on the End
User providing USDD with 'VPN access or other rneans for remote access to the System for retinote
diagnosis. LJSDD does not warrant that the operation of the Systern, Hardware, Software, or any related
peripherals will be uninterrupted or error-free. USDD is not responsible for damage arising front End
User's failure to follow instructions relating to the product's use, This Warrant), does not apply to any
Hardware or Software riot used in conjunction with the System and for its intended purpose. This Warranty
does not apply to monitors or televisions manufactured by third pat-ties. Recovery and reinstallation of
Hardware and user data (including passwords) are not covered Under this Warranty. This Warranty does
not apply: (a) to consurnable parts, such as batteries, unless damage has occurred (lite to a defect in
materials or workmanship;(b)to cosmetic darnage,including but not limited to scratches,dents alrd broken
plastic on ports; (c)to darnage caused by use with non-USDD products',(d)to darnage caused by accident,
abU.Se,oliSUSe, flood, lightning, fire,earthquake or other external causes;(e)to darnkge caused by operating
the product outside tile permitted or intended uses described by LJSDD; (f) to darnage or failure caused by
installation or service (including upgrades and expansions) perronned by anyone who, is not a
representative of LJSDD or as USDD authorized installer or service provider;(g)to a product or part that has
beeninodified to alter functionality or capability without the written permission of USDD; or (h) if any
serial number has been removed or defaced. If at any tirne during the Warranty Period, Custorner operates
the System in a virtualized environment not provided by USDD or oil any server other than dedicated
servers provided by USDD, this Warranty shall not apply to server performance or compatibility with tile
lernainder of the System. TO THE EX,r'ENT PERMITTED BY LAW, THIS WARRANTY AND
REMEDIES SET FORTH ABO'1r`,ARI,,-, EX( LUSIVF,AND IN IJEU OF ALL OTHER WARRANTIES,
REMEDIES AND CONDITIONS, WIlF11'JIE',R ORAL OR WRITTEN, EXPRESS OR IMPLIE,I), AS
PERMITTED BY APPLICABLE LAW, USDD SPECIFU ALLV DISCLAIMS ANV AND ALL
IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
34
EXHIBIT �Twv
MERCHANTABILI'l'Y, FITNESS FOR A PARTICUL,AR F'URPOSE AND NVARRANTIES
AGAINST' HIDDEN OR LATENT DEFECA'S. If IJSDD cannot [awfully diselenni implied warranties
then to the extent permitted by iamr,all such warranties shall be limited in duration to the duration Of this
express Warranty and to repair or replacement service as determined by kJSDD in its sole discretion, No
reseller,agent,or cruployce is authorizcd to make any modification,extension,or addiflon to this Warranty.
if any term is held to be illegal or unenforceable, the Iegafity or enforceability of the remaining terms shall
not be affccted or impaired, EXCEPT AS PROVIDED IN TH IS WARRANTY AND TO 1 FIE EXTENT
PERMITTED BY LAW,USDD IS NOT RESPONSIBLE F'OR INDIRECT SPECIAL,INCIDENTAL OR
CONSEOUENTIAL DAMAGES RESULTING I'ROM ANY BREACH 01- WARRANTY OR
CONDITIOM OR UNI.)I,-.'.Ik ANN' OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO
LOSS OF [..ISL;; LOSS OF' REVE,NUE; LOSS OF THE USE OF MONEY; LOSS Of' ANTICIPATED
SAVINIGS; LOSS Or GOODWILL; I.OS OF RFKYIATION� and LOSS 017, 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 I_JSDD PRODUCTS, AND ANY FAILURE TO
MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON"'THE PRODUCT. LJSDD disclaims any
representation that it will be able to repair any Hardware under this Warranty or make as product exchange
without risk tel or loss of the prograrns or data stored thereon.
35
NO T I C F', '6 T4��ff 1A IF A T 10 N
PUBLIC PROCUREMENT AUTHORITY
RFPNlJ81BE,R 1425
SC. LICITA]"JON FOR: STATION ALERTING
Notice is, hereby given scaled proposals will be received by the Public procurement Authority at the addiess
listed bekjw, until 5-00 PPI PST on December 10, 2014 for STATION ALER]"ING for the public
Procurcment Authority and government members of National Purchasing Partrwrs across the nation, including
Oregon and Idaho governmental units incorporated by "AT'"FACHMEN'l' IT' of the RFP, MPH[. members
Identified in,"Arl'ACHMEN'r'G"of the R11), as well as government units in all other states. Significant sales
potential exist-,because the resnIting, Master fly-ice Agreement fbr national proposers will inefude piggy backing
language that wilt permit use of the Master Price Agreement nationwide without the need for participating
Agencies to duplicate the forinaf soknation process and expend staff rcsourccs and funds.
L'
All Proposals must be signed,scaled and addressed to:
Mailing Address-
PPA STATION ALERTING RFP P1425
Public Procurement Authority
do Heidi Chames
25030 SW Parkway Ave,
Suite 330
Wilsonville,OR 97070
and marked "RFP NUMBER 1425 FOR STATION ALERTING"
NOT E.THE PUBLIC PROCUREMEN'r A(J`I'H0RJ'FY WILL No 'FACCEP'TAIROPOSAL ENVELOPE"S
wat-i INS UFFICIE-NTPOS'l I AGE
LISQQIRIES�
PPA STATION ALERTING RFP#1425
Public Procurernent Authority
c/o Heidi Chatnes
25030 SW Parkway Ave.
Suite 330
Wilsonville,OR 97070
855-524-4572
NOTE: PUBLIC PROCUREMENT* ITS NOTICE,OF SOLICITAI'lONS IN TI-
OREGON DAHN;It; OF COMMERCE,USA'WDAY,AND ONLINE AT
www1indilp.comand
www.tippgovernment.com
REQLT!ESTS I=t.R M)POSALS(IIT s)ARF" AVAILABIT fOR VIEWING ANIXOR DOWNLOADING
g'www.find 111).co III and
ONt,JNE
wwwaippgovernmellLco"I
.................
EXHIBIT "B"
PUBLIC PROCUREMENT AUTHORITY
STATIONALERTING REQUESTFOR PROPOSAL
RPTNUMBER 1425
TABLE OF CONTENTS
SECTJON:
I INTENT
2 SCOPE OFWORK
3 SPECIALTIRMS&CONDITIONS
ATTACIIMENTS�
I. AT,rACHMEN'r A.- INTERGOVERNMENTAL('OC)PERATIVE PURCHASING AGREEMENT
2, ATTACHMENT B—PROPOSER PROH LE WORK IECDCII
4, ATTACHMI NTC.- SPECIFICATIONS
S. ATTACHMEN'r f) PRICING SCI IEDULE
6, ATTACHMENT I PROPOSAL I VALUATION YORM
7. ATTACHMENTF. ORS CHAPTER 279 REQUIREMENTS
8. ATTACHMENTG WIPHE RESPONSE FORM
9ATTACHMENT 11 STATE REQUIREMENTS
IMPORTANT
PLEASE READ BEFORE SUBMITTING ,YOUR PROPOSAL
SOLICITATIONS FOR:STATION ALERTING
1.0 IIT" NT:
L] GENERAL INTENT
The Public Procurement Authority(PPA)servesas the"Lead Contracting Agency" for this
solicitation on behalf'of its members,and as authorized by the Public PrOCUI-CmNit Authority
Intergovernmental Agreement,which is an agreement fior inter over cooperation
among select local Oregon governments and recognized under ORS Chapter 190,in
uswciatioi with National Pur-Chasing Partners, LLC (NIT),on behalf of'NPP's governmeni
members(hereinafter referred to as"Participating Agencies")9cross the nation,including
members ofFireRescue 0110(FRGPO)and Public Saf'ety GPO(PSGPO),Idaho and Oregon
local govermnent units(ATTACHMENT H), and WIN[F' members(ATTACHMEINT(j),as
well as government units in all other states,as authorized under the terms of the
tntergovernmental ooperative Purchasing Agreement executed by all Lead Contracting and
Participating Agencies, a CE MI AVIIIIIInAt"group„ is soliciting proposals frorn
qualified conipanies(hereinafter referred to as"Vendor")to enter into,a Master Price
Agreement for STATION ALFRTING'.
The intent ofthis Interstate Cooperative Procurement Solicitation(Solicitation) is to invite
Proposers active in the retail and wholesale of STATION ALERTING to subluit a
competitive pricing proposal offering STATION ALERTING to PPA, which will then be
Tuadc available to NPP members locally and nationwide;to reduce expenses by elfinuiating
nitiltiple requests for proposals and multiple responses by Vendor�s,,and to obtain discounted
pricing through VOILMIC purchasing. Significant sales potential exists because the Master
Price Agreement will be used nationwide without the need for Participating Agencies to
duplicate the fornral solicitation process and expend staffresources, Preferably,the
successful Proposer will provicic its entire catalog("catalog discount")oi-products and/or
services in order that NPII,FRGPO,and PSGPO members who wish to access the Muster
Price Agreement may order a broad range of goods arid services as needed.
With the exception of'successful local Proposer(s)capable of servicing PPA and NPP
menibers within the state of Oregon,Successful Proposer(s)should have a strong national
presence fbr STATION ALERTINCi for use by government agencies nationwide.
This�olicitation meets Oregon public contracting requirements and nu)r not be
tape wopriate under or meet I'larlicipating Agencies'procurement laws. Participating
Agencies are uirged to seek indepenilent review Inti their legal counsel to ensure contloliance
with till local anelstate solicitation requirements.
1.2 POTENTIAL MARKET
The Public Procurement Authority is publishing this RFP with the express purpose to create
publicly awarded contracts for use by it members, which may also benefit the thousands of
fellow members of NPP,FireRescue G110 and Public Safety(3110. These are nationwide
programs representing member_government agencies in all 50 states, 'We enC0Uraj,!C
Proposer's response be a collaborative effort including mauLlfhcturer and distributor(when
they are not the same company)to ensure nationwide contract Utilization,
Proposer's response should also take into consideration the considerable market potential for
this solicitation. Because the SUCCCsSfUl bid will be incorporated into a nationwide purchasing
prograrn inClUding thousands of local gowverrinjent participants,the PPA believes that
contracts created from this solicitation will provide vendors with a significant market
advantage. Members ofNPP,FireRescue GPO and Public Safety GRO arid cin-rent vendors
Nkho participate in the program indicate the ability to shorten the sale cycle by eliminating the
need to complete individual Rl"T processes is a significant advantage:to participation.
The PPA believes that participation in [lie NPP purchasing program,benefits both its,
participating agencies and successful proposers. NPI'engages with successfal proposers who
complete the Vendor Administration Agreement through a marketing and sales partnership.
']'his partnership includes(but is not limited to)contract promotion to members,contract
administration support to potential customers and live custorrier phone support.
13 RF,,Q)IJlRFMENTS
Solicitation is suh�ject to the Public Procurement Authority's General Conditions&
Instructions to Proposer(s), if any,and the following requirements:
13.1 '['his RFP and resulting Master Price Agrecrilent is anticipated for use by the Public
Procurement Authority's gOVel'urnent inernbers as well as other NIT niernber
government entities and eligible nonprofit entities across the nation.The Public
Procurement Authority has entered into all intergovernmental(interlocal)
Cooperative purchasing Agreement with other Pail ic iparing Agencies for the
purpose of obtai�iirlltN,4si(tVICrAgi inents with various vendors, Interlocal
purchasingugreements allow Participating Agencies,to make purchases at the Public
Prmirffnent Authority's accepted ptoposal price,terms and conditions,provided
that the Participating Agency has satisfied all of its local and state cooperative
procurernent requirements. By submitting a proposal,the Proposer(s)agrees to make
the same proposal tennis and price, exclusive of any passible rebates, incentives,
freight arid transportation fees.available to other participating Agencies. The Pubhe
Procurement ALIthOrity and NIT wili ;lot incur any direct liability with respect to
specifications,delivery,payment,or any other aspect off'purchases by such
Participating Agencies or tionprofit institutions. A true and correct copy ofthe
Intergovernmental Cooperative Purchasing Agree tneat is altached hereto as
"ATTACHMENT A",
The successful Proposer must deal directly with the Participating Agencies
concerning tire placement o,f orders,disputes, invoicing and payinent. 'rhe Public
Procurement authority and IT shall not be held liable tier any costs oi-damages
hicurred by or as a result of the actions ofthe Vendor or any Participating Agency.
Sucoessfill proposers must comply with the state and local laws,rules,arid
reguiations,in cacti state and locality where the product or service is provided.
3.2 Each Parlicipating Agency shall execute a participating Agency Endorsernern and
Authorization included in the Intergovernmental Cooperative Purchasing Agreement.
While tire terms orthe Master Price Agreement shall govern the general pricing
terms, each Participating Agency inay request modification of the Master Price
Agreement in accordance with cacti Participating Agency's state and/or local
purchasing laws,rules, regulations arid procedures, Each Participating Agency may,
at its discretion,nand upon written,agreement by the Participating Agency and
Successful Proposer,request addifional legal and procedural provisions not included
herein that the successfW Proposer must adhere to if it wishes to conduct business
with said Participating Agency using
the Master price Agreement.
1.3.3 NPP,FireRescue GPO and Public Safety GPO provide vendor exposure and
Marketing support for the successful Proposer's products and services throughout its
membership. Successful Proposers servicing the awarded contract to NPP members
shall pay to Cbntract Adminisn-ation Fee representing 101/0 percent ofactual net sales
under the i'vtaster Price Agreenlent,as established in the NPlI Vendor.Administration
Agreement(available upon request). A portion of the I%fee is paid to the Western
Fire Chiefs Association pursuant to agreements with NPP,Fire Rescue GPO,and
Public Safety GPO, Wcstern Fire Chiefs Association also administers tile
solicitation and bidding processes for the:PPA pursuant to a separate Administration
Agreement at no cost to the.. PPA or its members.
L4 MULTIPLE AWARDS
Multiple awards may be granted to niect the requirements of this Solicitation provided that
such awards are differentiated by product make and model,service,and/or distribution
regions and capabilities ofthe successful Proposers. Specifically,tire:Public Proc Lire ment
Authority will award separate contracts to Proposers in order to cover all local and national
geographical markets,electronic purchasing capabilities,and products avid services identified
in this Request for Proposal,as well as the diverse arid InTgC uUmbei of'Participating
Agencies. The award ofiriultiple contracts is to be determined upon receipt and review of all
proposals,and based LIPOD the general criteria provided herein. The Public Procurement
Authority may sokir proposals firom local qualified companies with oi-without a national
presence provided that the successftil PrL,)poser is able to provide the Public Procurement
Authority with the products and services requested. MulfijAe awards will ensure fulfillment
of current and fixture requirements of tire diverse and large number ofIlartici pati rig Agencies.
In the event a local Proposer with no national distribution capabilities best mects tire proposal
selection criteria,multiple local and nationwide responsive proposals may be awarded
.;inn ull-ancous l)'in tile best Fil XUAML!"iAle'rec,tile Public Procurement Authority's
compliance with local laws,and the Participating Agencies flat iolm ide.
Proposers shall be able to serve the needs of the NPP membership oil a national basis.
I lowever,this requirement shall not exclude local Proposers WithOUt a national presence that
are capable of meeting the requirements of the Public procurement Authority within the state
of'Oregon.
1.5 CONTRACT 13SAGE
The actual litilimflon of any Master Price Agreement will be at tile sole discretion of the
Participating Agencies. It is the intent ofthis Request lot-Proposal and resulting Master Price
Agreement that members of NPP, 1'ircRescue GPO,and Public Safety Gl"10(Participating
Agencies)may buy,directly from Successful Proposers without the aced for further
soliejtation.However,Participating Agencies are urged to seek independent review by their
legal Counsel W CIISUTV C0111plianCe With all local and state solicitation requirements as well as
the need of further notice prior to utilizing the Master Price Agr"ment
1.6 BACKGROUND OF NPP
NPP,owned by two healthcare organizations,provides group purchasing opportunities and
purchasing administrative support fior governmental entities and 11011pr0fit institutions
within its membership. NP11's membership includes participating j)iJbliC and nonprofit
entities across North America,
1 7 EQUAL OPPORTUNITY
The Public Procurement Authority encourages Minority and Women-owned Small
Business Proposers to submit proposals.
Oregon Pubhe.Agencies are prohibited from use of products and services offered under this
contract that are already provided by qualified nonprofit agencies f6r disabled individuals as
listed on the Department of Administrative Service's Procurement List pursuant to ORS
279.835-.855. Please see iviviv,OregonReha+i ililalimi.orgAlif for more information,
10 SCOPE OF NNORK:
21 REQUIREMENTS Ol"PROPOSERS SUBMITTING A RESPONSE:
Proposers must present clear and concise evidence indicating Proposer's ability to comply
With the MlLdrernelltS stated herein mid to provide and deliver[lie specified products and
services to Participating Agencies.
2.1.1 PROPOSER COMMITMENTS
Each Proposer is required to commit to low pricing,and accurate and timely
reporting to NPP pursuant to the reporting requirements identified in tile NIT
Vendor Administration Agreement. III addition,successful Proposer(s)with a
naticmal Presence must commit to marketing ofthe Master Price Agreement
nationwide and that the sales force Nvill be trained.,engaged and committed to
offering NPP pricing to iriefilber government agencies nationwide,including the
opportunify fi.)r NIT to train the Vender sales staff.
11.2 PROPOSERS MUST COMPLETE"ATTACHMENT B"—PROPOSER
PROFILE WORKBOOK".
2.2 PRODUCTS AND SERVI"� HIBIT "B"
2.2.1 Provide a description of the S FATION ALI-RTING offered as set forth in
A`FfACHMENTC. "file primary ob"�eetive is for the Proposer(s)to provide the
Proposer(s)*s entire catalog ofproductsars d services("catak)g discount")dial are
responsive to this RFP so that Participating agencies may order a broad range of
products mid services asappropriate fbr their needs,
2.2.2 All products offered unnst be new, unused and most current product lines,unless
otherwise clearly identified HS reinallUfactured goods.
123 Describe any special programs that Proposer offers that shall improve the ability of
the Participating Agencies access to the products,such as retail store availability,
expeclited delivery intervals, item sourcing,or other unique plans and services.
2.2.4 Explain any additional pricing incentives that may be available such as large volume
purchases,cash terms,or rebates to Participating Agencies. However,steeper
discounts are preferred to r6ates.
12-5 Additional Benefits: Proposer shall identify any other added VaILIC it Offers to the
Public Procurement Authority avid Pail ic ipati ng Agencies(e.g.convenience cards,
individual/nievriber discounts, etc.)
2.3 PIZ ICIN(Ji:
23,1 Pricing fbr the products and services may be based on"ATTACHMENT D"-
PRICING SCHEDULE as follows:
A. A fixed percentage(0/,o)off niarAe.-Illice based on the proposer's cata,log or
111
retail store price frwr each CA'l'I.'GORY specified in ATTACHMENT 1)
PRICING SCHEDULE Proposer shall identify the catalog used.
Option(A)is preferred. If option(Al is not feasible proposer may use option (B)
provided proposer includes ajustification.
B. Alternatively,contract pricing may be based upon fixed prices
(contingencies for economic price adjustments must be identified in the
proposal)„or a combination fixed percentage off and firm fixed prices.
proposer may offer additional discounts to purchasers based oil volume.
23.2 If proposer responds,with pricing option "B"the following applies. prices for items
listed in the PRICING SCHEDULE("ATTACHMENT D")shall remain firm for as
period of six(6)riloviths, Thereaficr,Proposers stay request price increases based cri
manufacturer costs,cost of labor and/or materials which must be supported by
appropriate documentation. Proposers may also add or delete products and options
identified oil the Pricing Schedule,provided that any additions reasonably fall within
tile intent ofthe original Pricing Schedule category. irPPA agrees to the price
increase or product or option modification,PPA may approve in writing,inchiding
electronic mail,without the need for a written arneridnient to tile Master Price
AgreennClAd
23.3 All pricing proposals shall clearly explain how freight andkir delivery costs are
determined as described in ATTACHMENT 1)PRICING SC"I IEDULU"herein.
2.:3A lfapfflicaWc, please describe any discounts offered to individual employees or
volunteers of the PPA or Participating Agency.
2.4 TA X: EXHIBIT T"B"
Proposers shall strictly adhere to all federal:,state and local tax requirements applicable to
thefi,operation,or to any contract or activity resulting from this soiicitation.
3.0 SPECIALTERMS&I-CONDITIONS:
3.1, MASTER PRICE AGREEMIENTTERM:
As a result of this Solicitation the successful Proposer(s)shall be awarded a Master Price
Agreement for a two(2)year period, Subject to a Written agreement signed by the Public
procurement Authority and Successful proposer,the Master Price Agreement may be
extended up to as maximurn (3).one(I)year periods. At least thirty(30)calendar
clays prior to the expiration or the current terra the Proposer(s)shall be notified in writing by
the Pubhe Procurement Authority of the intention to extend the Master Price Agreement,
3.2 IMASTER PRI(wT ACRE-MFA(I CESS PROVISIONS
Ufflization of the Master Price Agreenlent NN611 be at the discretion ofthe Public Procurement
Authority and Participating Agencies. 'file Public Procurement Authority shall be under uo
obligation to purchase off ofthe Master Price Agreement. ASSUIlling all local competitive
solicitation requirements have been met,Participating Agencies may purchase directly frorn
the successful Proposer(s)without the need for further solicitation.
33 INDEMNIFIC ATIONS AND INSURANCE:
33.1 Indeninificatioil.
The successful Proposer shall indemnify the PPA and NPP as specified in the Master
Agreement.
3.3.2 Insurance Requirements,
Proposer(s),at Proposer(s)'s own expense,shall purchase and maintain tile herein
stipulated minimum insurance ftorn a reputable company or corripani"duly licensed
by the:State ol"Oregon. In lieu of State of Oregon licensing,the stipulated insurance
may be purchased from a company or companies,which are authorized to do
business in the State of Oregon,provided that said insurance companies,meet the
approvafl of the Public Procurement Authority.'File Ibrin of any insurance policies
and forms must be acceptable to the Public Procurement Authority,
Proposer(s)*s insurance shall be primary insurance with respect to the Public
Procurement Authority,and any,insurance or self-insurance maintained by the Public
Procurement Authority shall not contribute to it.
Award of this Solicitation is contingent upon the required iiISUrauCC Policies and/or
endorsements identified herein. The Public Procurement authority shall not be
obligated,however,to review such policies and/or endorsements or to advise
Proposer(s)of'any deficiencies in such policies mid endorsements, and such receipt
shall not relieve Proposer(s) frorn,or be decaned a waiver of the Public,Procurement
Authority's right to insist on strict fulfillment ofProposer(s)'s obligations under this
RFP.
'['he insurance poliCiCS I-CCILIa-cd by this RFP,except Workers'Compensation,shaH
name the Public Procurerricill Authority, its agents,representatives,officers,
directors,officials and employees as in Additional Insured,
The policies required hereunder,except Workers' Compensation,shall contain as
Nvaiver of transfer of rights of'recovery(sabrogation)against the Public PrOCUI-ClUent
Authority, its ag,,V'A�MUA1Tes`,NIC'ers, directors,officials armrcl employees for
any clafins arising out of Proposer(s)'s work ori set-vice.
l
3.3.3 Commercial,attioniobile and -%orkers' compensation insurance.
3.3.:3.1 Con'tinercial General Liability. Proposer(s)shaH maintain Commercial
General Liability Insurance(C'(3L'l and, ifnecessary,Commercial [Jinbrelhi
insurance. The policy shall include coverage for bodily inJury,broad fonil
property darriage, personal ujpLjry,products and completed operations and
blanket contractual coverage including,but not linilted to,the,liability
assurned under the indemnification provisions of the Nlaster Price
Agreernent.
3.3.12 AutornobiLgLLjAbiLity. Proposer(s)shall maintain Automobile Liability
Insurance and,ifnecessary, Cornine-re"i'al Uinbrella Insurance. If hazardorts
substances,materials,or wastes are to be transported,MCS 90 endorsement
shall be included,
3.3.3.3 'Norkers' Corrit)crisation.Proposer(s)shall carry Workers'Compensation
insurance to cover obligations imposed by federal and state statutes having
jurisdiction over Proposer(s)'s employees engaged in the performance of
flie work or set-vices,as well as Employer's Liability insurance.
In case tiny work is subcontracted,Proposer(s)will require the
SubProposcr(s)to provide Workers' Compensation and Employer's
Liabilily insurance to at least the sarne extent as required of Proposer(s).
4.0 SCUIEDU LE, RESPONSE PREPARAT'101S AND SUBMISSION
4A SC HEDULE 017 EVENTS
4.1.1 Publication of r for Jnr jLosal
Publication of this Solicitation confbi-nis w-ith ORS 279,to include Public Notice by
publication in a newspaper ot'general circulation in the area,where the Public
Procurement Authority is located no less than 30 days prior to the proposal due date,
as well as posting of the Public Notice on the website that typical ly posts Public
Notices concerning the Public ProCUrenient Authority.
Solicitation Notice Publicittions- October 22,2014;October 27,2014
4.1.2
The PPA will post questions and answers concerning this Solicitation for a period of
seven(7)days after initial publication of the Notice of'Solicitation or October 29,
2014,whichever occurs later. All questions shall be submitted in writing via email
to cniestions' The Public Procurement Authority
reserves the,right to accept and answer questions after the seven(7) day question and
answer period has expired,
4J3 Submission )t p,rop
osals
There will be no mandatory pre-proposal meeting, All questions must be subruitled
via email as directed above. 11"necessary,questions can be subinitted in writing to
Public Procurement Authority,c/o Heidi('harries,25030 She Parkway Avenue,Suite
330, Wilsonville,OR 97070 or ilys)iAll questions
ra
as
and answers wffl NIA,MAIL or#ial solicitation on the Public Procurement
Authority websile at Proctirement Authorily,org
Deadline f'or submission of'proposais is 5:0f O PM PSToil, December 10,2014,
Hicidi Charnes must receive all proposals beft)re 5M PM 11ST on the above date in
Ilse office of the Public Procurement Authority,c/o I Icidi Chanies,25030 SW
Parkway Avenue, Suite.330, WilsonviHe,(,".)R 97070.
Approximate oj2tjjjRtLAgte.- 9:00 AM Ps'r on Qec.g_mberj 1,2014 at the
office ofthe PuWic Procurement A uthority, c/o Heidi Charnes,25010 SW
Parkway AMILie, Suite 330, Wilsonville,OR 97070, Approximate Proposal
selection and neLotiation: December 11,2(914ter lanuary 30,2015.
AW i,oximateaNy.,it°tidatte-Jaiiiiiary3O,l2f,)I ,
All responses to this proposal become the property of'the Public procurement
ALIthk)dhand (other dean pricing)will be held confidential,to the exterit pvrinissible
by law. ThC I'Ubft PMCLUCRIent Authority vvill not be held accountable if parties
otherthan the Public procurement Authorimy obtain material from proposal responses
without the written conse�n of flie Pmposer(s).
4,2 REVIEW,INQUIRIES AND NOTICES:
4.11 The solicitntion documents nitly be reviewed itt person at the following address:
Public Procurement Authori",
c/o fleidi Chames
25030 W"Parkway Ave.
Suite 330
Wilsonville,OR 97070
All inquiries concerning information herein shall be addressed to.
Puldie. Procurement Authority
c/o Illeirli Charties
25030 SW Parkway Ave,
Suite 330
WilsonvAlle,OR 970,70,
Administrative telephone inquiries shall be addressed to:
Heidi Chanies,855-524-4572
Email inquiries shall be addressed to:
Inquiries ujay,be submitted by teleLihone but must be followed to in writing, No
oral communication is binclinp-on the Public Procurement Authoriq.
4.2.2 Proposal Interpretation of[tic 1011 Documents and Issuance,of'Addenda
Ifany Proposer(s)finds discrepancy in,or omissions from,or is in doubt to the trace
meaning ofany part of the RFP doemneat,he/she shall submit to:
Public Procurement Authority
c/o 11cidi C'hames
25030 SNV Parkway Ave.
Suite 3301
Wilsonville,Olt 97070
EXHIBIT "B"
A written request fior a clarilication or interpretation thereof at;least ten(10)calendar
clays prior to the RFP closing date.
I-lie Public Prock"emcn(ALuh0ritY is not responsible For ally explanation,
clarification,interpretation,or approval made or given in any inanner,except by
addenda.Addenda,if necessary,will be issued riot later than five(5)days prior tcro
the RF11 closing data by publication on the Public Procurenient ALA1101-ity'S Nveb site
and NPP website.
4.3 INSTRUCTIONS 17OR PREPARING ANf)SUBMITTING IIROPOSALS;
Proposers otre to provide two(2)hard copies arid two(2)eiectionrc collies of the
coinplete proposal.Electronic copies are to be submitted on a USB flash drive with the
core response in a file less than 10 MB�,when possible. F"Jectroinic files,may be used by
the evaluation committee so they should be organized arid narned in all easy to
understand manner.Proposers are to address Proposals identified with return address,
solicitation number arid title in the following manner:
RFP 1425STATION ALER'l I ING
Public Procurement Authority
c/o Heidi Chrimes
25030 SW Parkway Ave,
,Suite 330
Wilsonville,OR 97070
All prices ,hall be held firtri tier a period of'sixty(60)days after the Solicitation closing date.
Any Proposer may withdraw its proposal if a Master Price Agreernent has not been executed
wMfln sixty(60)days from the Rl"'13 closing date.
4.4 EXCEPTIONSAND DEVIATIONS TOTHE RFP
File Proposer shad identify arid list all exceptions taken to all sections of this RFP arid list
these exceptions,referencing the section(paragraph)where the exception exists and stating
the proposed revision. The Proposer shall list these exceptions under the heading,"F`xception
to the Solicitation,RFT Nutuber l 425."Exceptions not listed under the heading,"Exception to
the Solicitation,RFP Number 1425,"shall be considered invalid. The.Public Procutement
Authority reserves the right to reject,render tile proposal non-responsive,enter into
negotiation on any of the P1-0p0Ser CXCeptiOnS,or aCCCpt thCM outright.
The Proposer shall detail any and all deviations from specifications, if any,as requested.The
Public Procurement Authority may accept or reject deviations,and all Public Procurement
Authority decisions shall be final,
45 RESPONSE FORMAT AND CONTENT:
To aid in the evaluation, it is desired that all proposals fbIlow tire same general formal, The
proposals are to be SUbinitted in binders and have sections tabbed as follows:
4,51 Letter of"I"ransminal
4.52 'Fable of Contents
4.5.3 Short introduction and executive suniniary. ']'his section shall contain an outline of
the general approach utilized in tire proposal.
4,5.4 The proposal should contain a stateinent of all of the progranis and services
Proposed,including conclusions and generalized recommendations, Proposals
should be all-inclusive,detailing the proposer's best offer. Additional related
t t 19
services should Al I x UW, J 110 thollroposat, H'applicable,
Format Ploposal to specifically address etich individual sub-section and sub-:set of
the SC(,)PE OF WORK (Section 2.0).
4,5.5 Qualifications - '!'his section shall describe the Proposer's ability and experience
related to die programs and services proposed.
4.5,6 Exceptions to the Proposal Solicitation,RFP Solicitation Number 1425
4,5,7 PRICING SCHEDULE("ATIACHMENT D")
4.5.8 PROPOSER PROFILE WORKBOOK("ATTACHMENT B")
4.5.9 COMPICIC,C'UrrCut Catalog Pricing shall be submitted oil as CD.
5.0 EVALUATION AND POST SUBMISSION
5J EVAIrrIUATION OF PROPOSAL—41.1:..E PION FACTORS:
A Proposal Analysis Committee will be appointed by the Public Procurement Authority on
behalf of its membership to evaluate cath Proposall and prepare a scoring,of each Proposal.
Each Proposal received and reviewed shall be awarded points Linder each criterion sorely on
the judgment and determination of the Analysis Committee and the PPA, There is a
maximum score of 500 points and proposer's average total score must be at least 200 point,-,
for consideration of an award, Proposals will be evaluated on the following criteria and
fitirther defined in the Proposal l"valuation!Form(ATTACI IMENT E)utilizing the point
system indicated on the form
1)Pricing 2)Product Line:1)Conformance 4)Marketing 5)Custorner Service 6)Coverage 7)
Proven Experience&References
At the Public Procurement Authority's option,Proposers may be invited to make
presentations to the Evahration('Oftltuitn!C. PLIbhC Procurement Authority reserves the riglit
to make multiple awards to meet the national membership needs of this Solicitation,
5.1.1 Additional criteria/preferences thatare not necessarily amarded points,.
5A,1.1 Pursuant to ORS 279,Lead("'ontracting Agency shall give prefierence tea the
procurement of goods 111MILIf"UtUred frown recycled,materials.
5.1A.2 Pursuant to ORS 279,Lead Contracting Agency shall give preference to
goods and services that have been Manufactured or produced within the
State ofOregon ifprice,fitness,availability and quality are otherwise equal;
,in(]the.Lead Contracting Agency shall add a percent increase to the
proposal of a nonresident Proposer equal to the percent, if any,offlie
preference given to the Proposer in the state in which the Proposer resides.
Ali proposers shall ideruif�y the state to which it is a resident bidder.
5.L13 proposer shall comply with all federal,state and local laws applicable to the
work under the Master Price Agreement aNvarded,as a result of times
Soficlwiou,including,without firnitation,the provisions of ORS,as set
forth one"A 1"FACTIMENT F", attached hereto and incorporated herein by
this refierence.
5.1.IA Pursuant to Section 1.5,the Lead Contracting Agency encourages Minority
and Woluen-owried Small Business Proposers to submit propo,". 1s,
5.2 RIGI-ITOF PUBLIC P R(AtM11411,I,1-19RITYTO AWARD OR REJECT
PROPOSALS
5,11 The Request for Proposal does not coiturrit the Public Procurement Authority to
award as Master Ili-ice Agreement f6r the products or services specified within the
Request lor Proposal docurrient.The Public Procurement Authority may carred the
procurement or reject any orall proposals in accordance with ORS 279. Under no
ch-curtistance will tire, Public Procirren'lent Authority pay the costs incurred in the
preparation of a response to this request.
5,12 The Public Procurement Authority reserves ffie right to;
5.2 2 1 Accept or refect any or all proper,als received as,a result of the Request for
Proposals;
5.2,2.2 Negotiate with any qualified Proposcr(s);
5.2.23 Accept a proposal and subsequent offers for a Nfaster Ili-ice Agreement from
other than the lowest cost proposer;
5.2.2.4 Waive or modify any irregularities in proposals received,after prior
notifications to the Proposer(s).
523 Oral interpretations or statements cannot modify the provisions of this Request for
Proposal. If inquiries or comments by Proposers raise issues that require
clarification by the Public Procurement Authority,or the Public Procurement
Authority decides to revise any part of this Request for Proposal,addenda will be
provided to all persons who receive the Request lot-Proposal. Receipt of an
addcriduni must be acknowledged by signing and returning it with the proposai,
52.4 The award, ifthere is one,will be,made to that Proposer(s)who is determined to he
the most qualified,responsible and responsive within a competitive price range
based upon the evaluation of the information furnished tinder,this RFP.
5.3 WITHDRAWAL OF PROPOSAL
At any thrre Prior to the hour and(late set for the receipt of proposals,the Proposer(s)may
withdraw its proposal. Withdrawal will not preclude the submission of another proposal prior-
tea
riorto the deadline.
5.4 JlRonsr PROCESS
A prospective Proposer may protest the procurement process of tire Solicitation Document for
air Agreement solicited under ORS 279. Before seekingJudicial review,a prospective
Proposer must file a written protest with the Public Procurement Authority and exhaust all
administrative remedies, Written protests Must be delivered to the Public Procurement
Authority at 25,030 SW Parkway Avenue, Suite 330, Wilsonvi lie,OR 97(V0 not less than ten
(10)days prior to the date upon which all proposals are due. The written Protest shall contain
a statement of the desired changes to the procmeirrent process or solicitation document that
tile protester believes will remedy the conditions upon which the protest is based. 'rhe Pbfic
Procurement Authority shall consider the protest if it is tirncly filed and meets'the conditions
set f6rth in ORS 279, The Public Procurement Authority shall respond pursuant to ORS 279,
If the Public Procurement Authority upholds the protest, in whole or in part,the Public
Procurement Authority irray in its sole discretion either issue an Addendum reflecting its
diSPOSitiOn Or cancel the procurement or solicitation. The Public PrOCUrernent AL111101-ity May
extend the due date of proposals if it determines an extension is necessary to consider and
respond to the protest.
A Proposer may protest the Award of the t.ontract,or the intent to Award the Contract, if the
conditions set forth in ORS 279 are satisfied. Judicial review of tire protest and the Public
Procurement Authority's decision shall be governed fly ORS 279.
EXHIBIT "B"
5 5 NON-ASSIGNMENT
II Master Price Agreement is awarded, it shall not lc;assigned in part or in total.
5.6 POSJ'AWARD MEETING:
The successfla Proposer(s)may be required to attend a post-award meetint
gm with the PPA to
discms the terrns and conditions ofthe MastcPrice Agreement.
5.7 PROPOSAL FINAL CERTIFICATION
The Proposer must certify the following:
a') I hereby certify,that the Proposal contained herein, fully and exactly complies with the
instruction fir proposers and specifications its,they appear in this Notice of Solicitation..
b)I hereby further certify that I tarry authorized by the Board ofD)rectors or Corporate
I
Officers of the Corporation to sign the Requests for Proposals and proposals in the name of
the corporation listed below
Proposer Name: -----------
Signature:
Nam!e Typed:
Proposer is a resident bidder-ofthe state of
Date:
EXHIBIT "B"
ATTACHM ENT A
INTERGOVE RN MEN TAL C001"ERATIVE PURCHASING AGREEMENT
This Intergovernmental Agreement (Agreernent) is by and between the "Lead
Contracting Agency" and participating government entities ("Participating Agencies"), that
are members of National Purchasing Partners ("NIIP"), including members of FireReSCLIC
GPO, and Public Safety GPO , that agree to the terms and conditions of this Agreement. The
Lead Contracting Agency and all Participating Agencies shall be considered as "parties" to
this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection
process, the Lead Contracting Agency has entered into Master Price Agreements with one or
rriore Vendors to provide goods and services, often: based on national sales volume
projections;
WHEREAS, NPP provides group purchasing, marketing and administrative support
for governmental entities. N1111's marketing and administrative services are free to its
membership, which includes participating public entities and nonprofit inStitUti()IIS
throughout North America.
WHEREAS, NPP has instituted a cooperative Purchasing program Linder which
member Participating Agencies tnay reciprocally utilize competitively solicited Master Price
Agreements awarded by the Lead Conti-acting Agency;
WHEREAS, the Master Price Agreements provide that all qualified government
members of NPP may purchase goods and services on the same terms, conditions and pricing
as the Lead Contracting Agency, subject to applicable local and state laws of the
Participating Agencies;
WHI.-.1'REAS, the parties agree to comply with the requirements of the
Intergovernmental Cooperation Act as may be applicable to the local and state laws, of the
Participating Agencies;
WHEREAS,the parties desire to conserve and leverage resources, and to improve the:
efficiency and economy of the procurement process while reducing solicitation and
procurement costs,
WHEREAS, the parties are authorized and eligible to contract with governmental
bodies and Vendors to perform governmental functions and services, including the purchase,
of goods and services; and
WHE.REAS, the parties desire to contract with Vendors Ulider the terms of the Master
Price Agreements;
NOW, 'fl-ll RETORE, the parties agree as follows:
EXHIB11"T.BIT
ARTICLE 1: LEGAL AUTHORITY
Each party represents and warrants that it is eligible to participate in this Agreement
because it is a local government created and operated to provide one or more: governmental
functions and possesses adeClUate legal authority to enter into this Agreement.
AWrICLE 2: APPLICABLE LAWS
-l"'he procurement of goods and services SUbjICCt to this Agreernern shall be conducted
in accordance,with and subject to the relevant statutes, ordinances, rules, and regulations that
govern each party's procurement policies. Competitive Solicitations are intended to rnect the
public contracting requirements of the Lead Contracting Agency and may not be appropriate
Linder.,or satisfy participating Agencies' PrOCUrernent laws, It is the responsibility of each
parly to ensure it has met all applicable solicitation and procurement requirements.
Pailicipating Agencies are urged to seek independent review by their legal counsel to ensure
compliance with all local and state solicitation reqUirements.
ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT
a, A -procuring party" is defined as the Lead Contracting Agency or any
Participating Agency that desires to purchase From the Master price Agreements
awarded by the Lead Contracting Agency.
b. Each procuring party shall be solely responsible for their own purchase of goods
and services Linder this Agreement. A non-procuring party shall not be liable in
any fashion for any violation of law or contract by a procuring party, and the
procuring party shall hold non-procuring parties and all unrelated procuring
parties harmless from any liability that may arise From action or inaction of the
procuring party.
c. The procuring part), shall not use this agreement as a method for obtaining
C,
additional concessions or reduced prices for similar goods and services outside
the scope of the Master Price Agreement.
d, The exercise of any rights or remedies by the procuring party shall be tile
exclusive obligation ol'such PI-OCUring party,
e 'I'lie cooperative LISC, of bids, proposals or price agreements obtained by a party to
this Agreement shall be in accordance with the tern-s and conditions of"tile bid,
proposal or price agreement, except as modillied where otherwise allowed or
required by applicable law, arld does not relieve the, party of its other solicitation
requirements Linder state law or local policies.
AINJAt,"BIT "B"
ARTICLE 4: PAYMENT OBLIG
The procuring party will make timely payments to Vendors for goods and services
received in accordance with the terns and conditions of the proC Lire in en t. Payment for goods
and services, inspections and acceptance of goods and services ordered by the procuring
party shall be the cxck.tsive obligation of such procuring party. Disputes between procuring
party and Vendor shall be resolved in accordance with the law and venue rules of the state of'
the procuring party.
AwrICLE 5: COMMENCEIMENT I)ATE
This Agreement shall take effect after execution of the "Lead Contracting Agency
Endorserriem and Authorization" or "Participating Agency Endorsement and Authorization,"
as applicable.
ARTICLE 6: TERMINATION OFAGREENIE:NT
This Aoreement shall rernain in effect until terminated by a party giving 30 days
b
written notice to "Lead Contracting Agency"
ARTICLE 7: ENTIRE AGREEMENT
This Agreement and any attachn'ients, as provided herein, constitute the complete
Agreement between the parties hereto., and supersede any and all oral and written agreements
between the parties relating to matters,herein.
ARTICLE 8: CHANGES AND AMENDMENTS
This Agreement inay be amended only by a written amendment executed by all
parties, except that any alterations, additions, or deletions of this Agreement which are
required by changes in Federal and State law or regulations are autotmati c ally incorporated
into this Agreement without: written amendment hereto and shall beconic effective on the
date designated by such law or regulation.
ARTICLE 9- SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be
invalid or unenforceable, such determination shall not affect any other term of this
Agreement,which shall continue in full force and effect.
THIS INSTRUMENT HAS BEFN ExE(um) 1NTwO OR MORE ORIGINALS BY
EXECUTION AND AT'rACHMENT OF "THE LEAD CONTRACTING AGENCY
ENDORSEMENT AND AUTHORIZATION" OR "PARTICIPATING AGENC."Y
ENDORSEMENT AND AUTHORIZATION," AS APPLICABLE. ONCE EXECuTED, IT IS
,THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THF,
PROPER AG17NCY IF REQU IRED BY LOCAL OR STATE LAW.
PUBIACPROCUREMENT AUTHORITY
ENDORSEMENT ANT) AUTHORIZATION
The undersigned acknowledges, on behalf of' the I'Liblic ProctlrernCnt Authority
("Lead Contracting Agency") that he/she has read and agrees to the general terms and
conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement
regulating; use of the Master Price Agreements and purchase of goods and services that from
time to time are made available by the Public Procurement Authority to Participating
Agencies locally, regionaHy, and nationally through NPP. Copies of' Master Price
Agreements and any amendments thereto made available by the Public Procurement
Authority will be provided to Participating Agencies and NPP to facilitate use by
Participating Agencies.
The undersigned Understands that the purchase of goods and services under the
provisions of' the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion olthe Participating Agencies.
The undersigned affirms that he/she is an agent of the Public Procurement Authority
and is duly authorized to sign this Public PrOCUrernent Authority Endorsement anc
Authorization,
SAMPLE
Date:----
BY:
ITS.
Public Procurement Authority Contact Information:
Contact Person-.
Address:
Telephone
Email:
IGN
SAM 3
PART1C::1110A"1'1:N1_' (Y'ENC;
;1 19OR'EMENT lid AUT1-ORIZ TION
'Fhe undersigned acknowledges, on Behalf` of ("l'aarticipatin,
Agency") that he/she has read and agrees to the general ternis and conditions set forth in the
enclosed Intergovernmental Cooperative Purchaasirrg Agreeiiient regulating use oaf the Master
Brice Agreements and purchase of goods and services that from time to time are made
available by the Lead Contracting /agency to Participating Agencies locally, regionally, and
nationally through.NPP..
The undersigned further acknowledges that the purchase of goods and services atnder
the provisions of the Intergover-rrraaental Cooperative Put-chasing Agreement is at the absolute
discretionof the Participating .Agency and that neither-the, l:.,ead C'ontracting Agency near Nl"P
shall he lield liable for any casts or damages incurred by or as a result Of the actions of the
Vendor or any rather Participating Agency. Upon award of contract, tlae Vendor shall deal
directly with the Participating ,Agency concerning the placement of carders, disputes,
invoicing and payment.
The undersigned affirms that lie/she is an agent of and is duly
authorized to sign this Participaating, Agency Endorsement and.Author izaatiori.
AAMPLE --- DO NO TSIGN
Danew
BY-
ITS:
Participating Agency Contact hiforrnaation:.
Contact Person:
,Address:
Telephone No
F:raaail
to rot V T Bf
Proposer Profile Workbook to be completed by all responders as directed
herein
1.0 General questions(5ection I.I onr r to be coinlVeted b'v vendors ivith o nationalpresence;i.e.
vendors with it salay territory in 25 states or more),
1.1 The"Yes"or"No"questions below are to help evaluators familiarize themselves with
national vendors,Circle-Yes"or "No"as it applies to yo n-company.
V Do you have a national sales force adequate in size to meet the demands of multiple agencies
and their unique needs fbr the products and services listed bercin'"?
Yes or No
DO You havc a national distribution network?
Yes or No
• Can You provide product availability to meet the requirements for materials and services listed
herein forgoveinment and nonprofit agencies nationwide in a firriely manner?
Yes or No
• Does your company have the ability to provide toll-fi-ce telephone/fax access,and an onfine
presence?
Yes or N,o
• Can you provide as single point of contact('National Account Maiiager)to interact with the
lead agency and NPP stall
Yes or No
• Are you a strong competitor in the industry with as ininimunt of three:consecutive years of
demonstrated success in all business practices and pursuits?
Yes or No
1.2 Additional Information:
1.21 Provide at least three references of government of witlihi the United States that
have purchased prodUds/servim from Proposer similar to those specified in this
solicitation within the List year. Include:
1.2.3.11.1 Agency name and address
1,2.3.1.2 Contact name,phone and/or email
1.2.:3.1,3 Description of products/services sold and date,
1,23JA PPA may case,other information,however learned, in evaluation of the
response.
1.2,2 OPTIONAL: If a DUn and Bradstreet Comprehensive Report(or similar)for your
company is available,please submit it with your response,
1,23 OPTIONALAttach any case studies, white papers and/or testiniorflals Supporting your
company and products/services,
2,0 ABOUT PROPOSER.
2.1 Complete Exhibit 1
2,2 Complete the following table
221 State of inco oration;
22,2 Federal Tax1clontification
Nuntber:,
2,2,3 IfappIicable to the product(s)ail d/ "Vice s., escri re the Proposer's«ability to conduct
E-conanrerce, es once in box beloua
2,2,4 Describe Proposer's system for processing,orders from point of custoiner contact-through
ciciieei aracl lailliri . Insert res aarase in box belcavw'
2,2.a Describe Proposers ability to pro'Me detailed electronic reporting of quarterly sales
correlated with NIT rnernber ID numbers of fl articipating agency purchases as set forth in
Adderndurn A to Vendor Administration Agreement(VAA),a copy of which is available upon
re luest froni the PPA, Unsert response in box below.
2.2.6 Describe the capacity of Proposer to meet Wriority and Wornen Business Enterprises
(MWBE) preferences,which may vary arnong,Participating Agencies. (Insert response in box
beloav
3.0 Iil'"a"('ftlBi:i"1<ION SYSTEM:
3.1. Describe disCr°ibution of products and services through Proposer's distribution system
(including Alaskan and Ilawaii ifapplic:able). [Insert response in box below]
12 Provide Proposer's shipping and delivery policy,including standard delivery tirnca and any
options and costs for expedited deliver and return olic:ies. IInsert response In box below
3.3 If applicable,detail the sub-contracting process(ordering,shipment,Invoicing)for those
products not carried in Proposer's distribution center, 'File process shall be transparent;to the
Parrtici atin r A enc:ies, Insert response in box below
3.4 Vtrhat is Proposer's backorder policy'?'Is yocrr policy to classify as"immediate or cancel"
(requiring the.Participating Agency to reorder if Item is backordered)or"good until cancelled"
lrisert response in box below
4.0 M A R KETI NG:
41 Outline Proposer's plan for marketing the Products and Services to the Participating Agencies
ori a local and national basis. Include any markedng incentives such as cornnritted dollars for
advertising,conferences/travel and custom niarketingi materials. tmaay attach marketing plain or
insert response in box belowl
4.2 Iir algin Ircaw1'rci nscr will educate its local;.and national sales force about the Ilse ofthe
Master Ili-ice A cent. imrtres rt 7s D—�)n s aR. F7
Fel NNHo x V e 1W
_ e,
tftm
5.11 Proposer point of conuct(POC)who will administer,coordinate,and trianage this pr ograin with
NPP and the Public Procurement Authority.
Contact Person:
Title;
Mail ingetddra��.�:
City:
Email Address:
Phone# 1 pax
-
Attach current resurne of National Account fijani t will be the 110 mtract.
_g.�,Lt h i C managim 1.
6,0 (AISTOMER SUPPORT SERVI(TS:
Explain Prop(�)ser's loli V,each of the fiollowin Y if applicable to product(s)andor ser-vice(s):
6.1 Audititigfast oi,°derconi pletetic,ss. jInsert response in box below]
III
6.2 Replacenlentpolic i.e,,daii'ia,pe,clot,def'ectivegoods], linsertresLmnse in box below]
63 Mi ni MU rn order requirement(e,g.,Individual item vs,case lot). [Insertresponse in box
below]
6.4 Cmstonier service hours/days of operation [insert resp_onscin boxes below]
Thursday: I Friday: Saturday; suul(bly:
Monday� Tuesday�
6,5 Special Orders. [Insert response in box below
6�.6 Post sale,services issues. [insert re 3onse in box belowl
63 Repair services,including repair warranty programs,if any. Proposer shall identify,where
applicatfle,authorized factory repair facilities that will honor the warranty of items on contract.
[Insert response in box belowl
6.8 Technical Sar L)I)ort services Proposer )rovides, [Insert res once in box below]
6.9 Pro(ILICt subStitUtiOn POHCY, [Insert res cense in box belowj
6.10 Identify trade-in aro grarya criteria(fl'apj)licabIeL. n
L-Isert res sponse in box belowl
6.11,After hours service(indudingweekends rand holi '�.Y:s
d J_.[I.
Monday: Tuesda wecfrresdarhursday: I Friday: Saturday. SundaZ�
6.12
----------
6,13 Back order trackipyyrocess. [Insert response in box below
614 Return Item process,includingany/all associated fees(e.g., restocking,shpping,
turnaround time on returns). Insert res)onse in box belowi
Fa.l i Ilc�ctrerraic laillin Ir�:��z•a� :� �r�7se mlt laa�x t�iwlrrvu
6.1.6 Explain how Proposer will resolve complaints,issues,or challenges. [Insert response in box
below
6.17 Other services not alreatl covered, lnscart a°es rrtascw ima pacrx heltaw
7.0 DELIVERY AND FREIGIFr CHARGES:
7.1 Identify deiivory and,/or shipping costs or provide a shipping rate schedule based oil weight:,
items,and/or destination for jLjj� LDydis N_ athi�the continental U.S.(and l lawaii/Alaska)
The Proposer sh all,identify all exceptions to this shiprp ing rate schedule, [Inseil rµesp onse in box
below
7.2 Identify policy for transfer Of par Odcrct Ownerships(delivery)and damage/issue resolution.
insert res rinse in Faux below
E x ffflulr, $f B f 1
Product/Service Coverage
STATION ALERTING
RETAIL,DISTRIBUTION AND SEIZVI(.'IT,/,SI.Jl)['OR'I' L,OCA'TIONS
Nomber of retail ltumberof Nu
mbe
,of support
stores in each state's? distnbution centers I",t,c",In
each
(leave blank for 4,1 each slate, Wate?(leave blank
none) (leave blank, for none)
............----------
ALABAMA
ALASKA
............................
ARIZONA
ARKANSAS
CAUFORNA
COLORADO
CONN 1
—---------
FLOMIDA
GEORGA
---------- ......
FIAWAII
IDAHO
ILLINOIS
.................
I NMANA
........... ..........
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
..................
MARYLAND
-------...........
MASSACHUSETTS
-------------
MICHIGAN
..................
MINNESOTA
WSSI,I Ipp
MISSOURI
MONTANA
NEBRASKA
------------------- ............
NEVADA
NEW HAMPSHIRE:
NEW JERSEY
..................
NEW MEXICO
NEW YORK
NORTH CAR(X,INA
NORTH DAKOTA I
........... ......................
OHIO
OKLAHOMA
OREGON
...........................
PENNSYLVANIA
RI fODI-ISL AND
SOU I'H CAROL]NA
.................... ------------------- .........................
SON I!DAK(DTA
TEXAS
Ul Aho
VERMONT
VIRGINIA
WASHINGTON
WEST IARGINIA
----_ ....
WISCONMN
......._...........
THIS FORM MUST BE SIGNEDAND R&MAW61AIL11CITATION RESPONSE
Elxhibil 2
Declaration of on Collusion
"The Undersigned does hereby declare that there has been 110 COHLISiOn between the
Undel-SiglICd, the Public Procurement ALIthority, and National purchasing Partners, and in
further SUPPOrt of said Deciaration, states as follows:
The person.' firm, association, co-partnership or corporation herein named has not,
either directly or indirectly, participated in any collusion, or otherwise taken any action in
restraint of five conipetitive bidding or solicitation in the preparation and submission ofa
proposal to the Public Procurement Authority for consideration in the mard of a contract or
Master Price Agreement negotiated as a reSUlt of this Request for llropc)sal
DATED this day (if
(Name of Firm)
B y:
(Authorized SignatUre)
Title'.
EXIIJBIT "B"
ATTACHMENT C
SPEC1 FICATION S
STAT'10N ALT"WHING
ApI)roach
Describe the Proposer's approach to:
* Project Management
* Installation
Systern must be available as both turn-key solution with the Proposer
responsible for system installation and as as system that the cLrstorncr can install
with its own resources. depending on the customer's reqUirernent
* Training
* Proposer must rafter the following training classes:
* DispatcherTraining
* Systern Administrator Training
in Fire Station Personnel Training
* All training rrii,ist be available in a train-the-trainer format
* Proposer must offier training at the customer's prernises
Testing and CUtOVCr
SvstertiReauireinents
General Requh-ernents
* General description of proposed systern(s)
* System must be specifically designed to operate as a Fire Station Alerting System
* System must be 11) and software-based and/or configurable based on each Customer's
requirements
* System must be current and compliant with all existing NFPA standards associated with
fire station alerting, including NHIA 1221 (current edition at time Of Purchase)
* System must.be scalable and of modular design, allowing addition cal'fire stations,
vehicles and personnel as needed for all potential customers
* System must be flexible and expandable to rnect future changes required by the Customer
* System rriust be able to, transmitting alerts Over multiple redundant communications
paths, inClUding IP and radio networks
* The system must be able to integrate with a customer's existing computer network and
RF communications infrastrUCtUrC
* System must be able to send as notification to all fire stations or selected fire stations
simultaneously
*
System must be able to alert by gl`OUP, Station, 01' unit
* System must be able to support all dispatch messages, general announcements, unit
relocations and unit sta(LIS changes
* System 1110st be able to send distinct tones for the different classes of equipment, such as
ambulances., engines, ladders and rescue vehicles
* System must be able to process multiple distinct alert notifications that may be generated
11
in very rapid succession duc to mKON, "JWVIoIC§r'I'!in9
Dispatch Reguirernents
*
Systema must be able to seamlessly integrate with a customers Computer Aided Dispatch
Systern (CAD)
* System must provide for dispatch center system monitoring, be able to generate reports
and transmit manual dispatches and general announcement mess ales to one, multiple or
a.11 fire stations simultaneously
* System must have the capability, for incidents, to create automated voice dispatch alerts
that innounec simultaneously in multiple stations and over radio
*
Automated voice anrIOUncemcritS SUpported must include: dispatch announcernents,.
'announcements Of IIIOVC-LIPS, and non-emergency messages
System must include a software tool that the CLISIOrner call Use to modify automated voice
pronunciations and add new words (streets, narnes, etc.), without vendor involvement
System must be able to send distinct tones for the different classes of equipment, Such as
ambulances, engines, ladders and rescue vehicles
System must be able to monitor the network connectivity to each pre station and provide
immediate visual and klUdible alerts/notifications if any connectivity problerns are
detected to both the dispatcher and the fire station(s) affected
Systernr must be able to monitor the status of each notification sent and provide
irnt'llediate visual and audible alerts/notifications to the dispatcher in cases of any failed
notifications
System must be able to be duplicated its entirety at as backup dispatch location or disaster
recovery site
Fire Station Reguirements
* System 111LIst be able to provide an audible alert over the fire station speakers
* System must be able to integrate with speakers already installed in the fire station(s)
* System must be able to display incident information on visual displays, such as monitors
and reader boards
*
System must be able to provide browser-based mapping capabilities to identify the
incident location oil a map and display the niap on a selected display device ill the fire
station
* Backup power(UPS) must be available as all option for all system fire station equipment,
The switchover to backup power Must be instantaneous, automatic and without loss of
data Ol-COMITILInications.
* Systema must be able to offer zone(] alerting that is programmable to allow various
alerting configurations based upon time of clay
*
System must be able to allow multiple stations and zones to be alerted with a single
notification message
* System rnust be able to provide ramped audio designed to "soften" the waking experience
of station personnel dUring,all alarrn dispatch
* System must be able to use multi-colored ViSLIM indicators specific to responding
,ap
.paratus
* System Must offer as form ofnight vision lighting as all option
* System must offer a fire station tuna-0Ut timer as an option
* System must be able to open apparatus bay doors, Shut down appliances, control lighting
and operate other sensory devicesEXHIBIT B
*
Systema rnust be able to provide: a dispatch printout with the same information that is
announced upon receipt of a CAD dispatch announcement
* S)'Stem must be able to allow fire station personnel to manually acknowledge that.as
notification was received
* Systeni must be able to allow fire station personnel to use an emergency crew alert button
by front door,to alert crew to Nvalk in emergencies
* System nnust be able to conduct as test of the equipment at a fire station through the use of
a Push button or similar device. When this button is activated a test aL]t,(.,)niated dispatch
Will OCCUr over the fire station's speaker system
Warrantan(] Maintenance Re(juh:ernents
* Proposer must provide technical support on a 24/7/365 basis
* Proposer 111LISt provide both remote and 011-Site SUpport, depending on the customer's
requirement
* Proposer must have the capability to provide technical support remotely to the system via
a VPN or sirn i lar connection
* System must be able to automatically detect when a critical event or failure Occurs within
the system and aUtOrnatically alert support personnel using all or at combination of the
following methods; visually, audibly, ernail, pager or phone call
* SyStern must be able to push all soffixare updates from a central location,to all or selected
fire stations without requiring visits to individual fire stations to install the updates
Pricierg
Equipmentfflard)vare
Based on the categories below, identify the system equipment and hardware device options
available with the proposed systein and include as part IlUrnber for each item. Provide a Unit
Price for each item and identify the percent discount off list price that the proposer Will offer
through this Contract.
Dispatch Center Equipment
Item & Part 4 Unit Price "/o Discount
Iter n I
Item 2
Item 3
Item 4
Item 5
EXHIBIT "B"
Fire Station Equipment
Item & Part 4 Un it Price % Discount
Rem t
Item 2
I tern 3
Item 4
Item 5
Etc,
Labor/Services
Provide an hourly labor rate for each of the labor categories below that are applicable to the:
Proposer, Indicate the percent discount off list price the Proposer will offer through this
Contract.
Project Management
Program Manager
Project Manager
E,flui 11 C—C—ri-1-1 L'
Network Engineer I
Network. Engineer 11
Network Engineer III
Networl( Engineer IV
Quality Assurance Engineer I
Quality Assurance Engineer 11
Quality ,assurance Engineer III
Quality ASSUrance Engineer IV—
Software Engineer I
Software Engineer 11
Software Engineer III ...................
EXHIBIT "B"
Software Engineer IV
System Engineer/Architect I -------
System Engineer/Architect It
System Engineer/Architect III
System Engineer/Architect IV__.---_
Installation
Installation'Technician I
Installation Technician 11
Installation Technician III
Installation Supervisor I
Installation Supervisor It
Stu ort Services
Data Administrator I
Database ,.dr-ninistrator 11
Database Administrator III
Field SUpport Specialist I
Field SUPP011 Specialist 11
I"ield. Support Specialist III
Field Support SUPCI'ViS01-I
Field SUIDPOI-t.Supervisor 11
Hardware Support Specialist I-
Hardware SLIPPOI-t Specialist
Hardware Support Specialist 1.11
System Administmalor I ---
System, Administrator 11
System Administrator III EXHIBIT "B"
System Support Specialist I ------
System Support Specialist It
System Support Specialist III
System Support Specialist IV
Training Specialist I
Training Specialist H
'rraining Specialist III_
A N MA T��NIT 117)
PRICIN("Y' SCHEDULE
PRODUCTC ATEGORI ES�
The intent is for each Ptoposer to submit their complete product line so that Participating Agencies
may order a wide array of products and services as appropriate for their needs, Proposer is encouraged!
but is not required to respond to all categories.Proposer may suggest additional categories and sub-
W
categories as applicaWe. Proposer may subcontract items Proposer does not SUPPly.
'The Proposer should not necessarily limit the proposal to the performance ofthe set-vices in
accordance with this document but should outline any additional services and thek costs if the
proposer deems there necessary to accomplish the prograrn,
STATION ALERTING PRICING SCHEDULE
Product Category Percentage off
List Price*
(OR fixed price if(Yo off
Dispatch ("enter Equipment
- Itein 1
- Item 2
- Item 3
Fire Station Equipment
Item 1.
Item 2
Item 3
Labor Services
- Project Management
- Engineering Services
- Installation
M. )I)LL_Sej-v ices
Maintenance Services,
Other
Identify source oflist per and puNication date or expiration date.
Pricing,and resulting relative discount to PPA and NPP nienibership shall be clearly delineated oil each
proposal. Contract priciag shall be based upon:
1) Fixed discount(s)off pubhshed price lists)or catalog(s)
2) Firm fixed price with economic adjustnicnt(contingencies for economic price adJustments must
be identi lied in tile proposal)
3) A combination,of the above.
.... ............
A MY M[K W'9 PY
T
PROPOSAL EVALUATION FORM
Prormals will be evaluated using ahI'0-steJ2_RI:Q.(:C_s`,,
The first step evaluates the responsiveness of the proposer and determines 1) if the
proposer is deemed fully responsive enabling the proposal to move to the second step
and 2) ifthe proposal will be evaluated as a local response (,.within the State of Oregon)
or a national response (covering the entire U.S. oi-a large region ofthe U.S)
The second step 'o the evaluation process will only occur with proposals deemed fully
responsive From the first step, The second step fully evaluates the proposers response
based on the criteria found in the proposal evaluation forni.
STEP I
Co YES
..............
Submitted on time
_ErqpcLsal siglLed
_.qo_Mpe
Lj!�dWorkbox
rkbook
-.Included pliqLing st ure
included references
Deemed Fully Responsive YES N
Categorized as Local or National Local National
.................
P r o ri�W.Watsi Ph"F o r m
STEP 2
Full Evaluation of Proposal
Eo
�int Value Definitions
5- Excellent— Substantially exceeds requirements
4-Very Good- Meet all requirements
3- Good — Meets most requirements
2- Satisfactory — Minimally meets requirements
1- Unsatisfactory — Requirements essentially not met
0- No Response provided
-7-
Component Weight Possible Total Evaluator's Comments
Evaluated Points Points
(0-5) (Weight
X PP)
Pricing: Product Comments:
price analysis and
discounts proposed 20
including favorable
pricing for
cooperative
purchasing.
Product Line: Comments:
Product line offered 25
in indicated
coverage area,
considering
geographic
distribution
limitations,
warranties, any
sub-proposers and
coordination of
manufacturer and
distribution in
response.
Conformance: Comments:
Completeness of
proposal and the 10
degree to which the
Proposer responds
to the terms and all
requirements of the
RFP requirements
and specificaflons.
U.
%/I I'm VrIr ffilti
Marketing: The MimeRs:
Proposer's
marketing plan to 20
promote the
resulting contractual
agreement and
ability to incorporate
use of agreement in
their sales system
throughout
indicated coverage
region,
Customer Service. Comments
Support dedicated,
to Lead Contracting 5
and Participating
P g
Agencies. Ability to
conduct e-
commerce and
meet promised
Jelivery timelines.
Coverage:Ability to Comments:
provide products
and services for 10
indicated coverage
region including
distribution,retail
service facilities and
staff availability.
`Fate Exhibit tfrom
PP
Proven Exoerience Comments:
& References:
Proposer's success 10
in providing
products and
services in a timely
manner including
Past Performance
Information(PPI)
review.
General Comments:
TOTAL
100
Name of Evaluator Gate
Signature
Alf"M N"'Ki V
ORS CHAPTERS 279 (AS MAY BE AMENDED) REQUIREMEMrs
SUCCM,fill PrOI)OSer(COuullctor)shall comply with the requirements of this A'rl"A(.',Il?v[EN*r F to thc extent required by
any applicable federal or state imy.
(1) Contractor shall pay promptly, as due,aH persons supplyhig labor or materials for the prosecution ofthe work
provided for in the contract,andshall be responsibie for SUCh payrnent ofrill persons supplying such lab oror
nlarcrial to any Subcontractor.
(2) Contractor shall promptly pay all contributions or amounts dUC the Industrial Accident Fund front such Contractor
or Subcontractor incurred in the performance of the contract.
(') Contractor shall not permit any lien or claim to be filed or prosecuted against the District on account ofany labor
or material furnished and agrees to assume responsibility for satisfaefion of any such lien so fiHed or prosecuted.
(4) Contractor and any Subcontractor shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316,617,
(5) If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or materials furnished to the
Contractor or a Subcontractor by any person in connection with the contract as such cNim becomes due,the
District.may pay such claim to the persons furnishing the labor or material and charge the amount of'payment
against'funds due or to become due Contractor by reason of the contract. The payment of a claim in the manner
authorized hereby shall not relieve the Contractor or his surety from his or its obligation Nvith respect to any Linpaid
claim, If the District is unable to determine tire validity of any clann fear label-or material furnished,the District
may withhold from any current payment clue Contractor all amount equal to Said ehlitll Until its Validity is
determined and the claim, if valid, is paid.
(6) Contractor shall promptly,as due, make payment to any Person,co-partnership,association,or corporation,
furnishing medical,surgical and hospital care or other needed care and attention,incident to sickness or injury,to
employees of'such Contractor,of all sums which the Contractor agrees to pay fbr such services and all monies and
sums which the Contractor collected or deducted from the wages of employees pursuaruto any law,contract or
agreement for the purpose of providing or paying for such service,
(7) Contractor shall pay employees for overtime work pertbrined under the contract in accordance with ORS 653.Ct10
to 653.261 and the Fair Labor Standards Act of 1938(29 (JSC 7{11,el reap,)
(18) 'ryhe Contractor must give 110flCC to employces who work on this contract in writing,either at the time of hire or
before commencement of work on the contract,or by posting a notice in a location frequented by employees, of tire
number of hours per day and the days per week,that the employees may be required to work.
(9) All subject employers working Linder the contractor either employers that will comply with ORS 656.017,or
employers that are exempt under ORS 656 126.
(10) All sums due the State Unempioyment Compensation Fund from the Contractor or any Subcontractor in
connection with the performance of the contract shall be promptly so paid,
(11) The contract may be canceled at the election of District for any willful failure oil the part of Contractor to faithfirdly
perfimin the ocmuract according to its terms,
(12) Contractor certifies compliance with all applicable Oregon tax laws, in accordance with ORS 305.385,
(13) Contractor certifies that it has not discriminated against minorities,Nvorrien or emerging small business enterprises
in obtaining any required subcontractors.
A I"F'A' -%W All t P-�,v I
WIPHE RESPONSE FORM
THIS FORM MUST BE RETURNED WITH SOLICITATION RESPONSE
Vendor servicing Washington State AGREES to sell items included in this solicitation to WI:PHE
institutions at prices offered, unless otherwise noted below:
DOES NOT agree to sell to,WIPHE Institutions,
AGREES to sell to WIPHE Institutions at carne prices and discounts,with the following
exceptions,: (attach additional pages as necessary)
Vendor must state geographic areas or specific institution(s)listed below within the State,of
Washington that are EXCLUDED from the contractfs)resulting from this solicitation:
Washington Institutions of Public Higher Education (WIPHE), See list on following page,
If Vendor agrees to sell to the MPHE Institutions, a WIPHE Contract number wfll be assigned and the
information will be reported to the Council of Presidents, The Council of Presidents notifies all the other
schools when a WIPHE contract has been awarded and a master list will be,maintained and the WlPHE
website updated.WIPHE shall determine, at its absolute discretion,whether it shall accept and/or utilize
the contract resulting from the Request for Proposal
Washington ltistitir'd4U-WliTilt'g,0,1'-'E,di,eiition(WIPHE)
FOUR-YEAR UNIVERSITIES
CENTRAL WASLIINGTON UNIVERSITY GRAYS HARBOR College
EASTERN WASHINGTON UNIVERSITY GREEN RIVER Community College
THE EVERGREEN STATE COLLEGE HIGHLANE Community College
UNIVERSITY OF WASHINGTON L,AK - WASLIIN(i!'FON'I'eciiriicaI College
WASHINGTON STATE UNIVERSITY LOWER COLUMBIA College
\VF"STERN WASIIINGTON UNIVERSITY OLYMPIC College
COMMUNITY ANI)TECHNICAL COLLEGES: PENINSULA College
BATES'fechnlcai College PIERCE College
BELLEVUE Cbmi-nunity College RE NTON Technical College
BELLINGHAM Technical College SEATTLE Cf,','�NTRAL Community Colleges
BIGBEINDComniunity College SHORELINE Community Co+ lege
CASCADE Community College SKAGIT'Valley College
CASCADIA College SOLJT'I I PUGF,T SOUND Community Cokgc
CENTRALAA College SPOKANE C0111111L111ity COtlegeS
CLARK College STATE BOARD for Technical& COMMUllity
CLOVER PARK'Fechnical College Colleges
COLUMBIA BASIN College Wf.,NATCHl.','E Valley College
EDMONDS Conirriun4y College YAKIMA Valley Community College
EVERE'T"I'Community College WHATCOM Community College
Miscellaneous local agencies,within%ashington State"
ADAMS COUNTY BENTON COUNTY PUD
PUYALLUP SCHOOL DIST3 BENTON FRANKLIN COUNTY
KITSAP COUNTY BENTON FRANKLIN PRIVTE INDUSTCNCI,
FIFE,SCHOOL DIST 417 BENTON PORTOF
RI V E RV IE W SCH 001-DIST 40 7 BETHEL SCHOOL DISTRICT'403
GONZAGA UNIVERSITY BIG BROTHERS BIG SISTERS OF KIN(i CO
PLA NEI:)PARFNTI JOOD OFWESTFRN BIRCH BAY WATER& SEWER DISTRICT
WASHINGTON BLANCHET SCHOOL DISTRICT
SNO140MISH COLJN'rY BREMERTON KFFSAP CO HEALTH DISTRICT
MASON COLNTY BREMERTON PORT OF
FEDERAL WAY SCHOOL DIST BRE NIEI<FON SC H 001,1)1 STR I CT 100
SPOKANE'COUNTY BURLINGTON EDISON SCHOOL DIST' 100
ISSAQUAH SCHOOL DIST"411 CANCER RESEARCH AND BOISTATISTICS
ADAMS COUNTY FIRE DIST'RICT CASCADE, BLUE MTFD STIR.
ADAMS COUNTY HEALTH DISTRICT CASCADE IRRIGATION DISTRICT
AFFILIATED HEALTH SERVICES CASHMERE SCHOOL DISTRICT222
ALDERWOOD WATER DIS"I'MCT CATHOLIC COMM SVCS OF KING CO
ANACORTES PORT OF CENTRAL KITSAP S(,',IiOOL DISTRICT 401
ANACORTES SCHOOL DISTRICT 103 CENTRAL WAS COMP MENTAL,HEALTH
ANNAPOLIS WATER DISTRICT C'ENTRALIA SCHOOL DISTRIC'40
ASOTIN COUNTY CHEHALIS SCHOOL DISTRICT 302
AUBURN SCHOOL DISTRICT408 CHELAN COUNTY
BAINBRIDGE IS SCHOOL DISTRICT303 CHELAN COUNTY(,',OMtvttJNI'I'Y HOSPITAL
BAINBRIDGE ISLAND FIRE DEPARTMENT CHELAN COUNTY FIRE DISTRICT
BAINBRIDGE.' ISI,,AND PARKS C[iJ'.,'L.,AN COT.JNTY IIIJD I
BATTLE GROUND SCHOOL DISTRICT It 9 CHELAN DOUGLAS COUNTY HE ALTI I DIST
BELL.EVUE SCHOOL DISTRICT405 CHENEY CARE CENTEJt
BELLINGHAM PORTOF CHILD CARE RESOURCE,&REFERRAL
BELLINGHAM SCITIOOL DISTRICT`5C)1 C:HIL THERAPY CENTER
BE COUN"I'Y CHIMACUM SCHOOL DISTRICT 41)
BENTON COUNTY FIRE Djs'rRlC'I' CLALLAM couNTY
CLALLAM COUNTY FIRE DISTRICT EXHIBL"UNVOCOLINTY PLJD
CLALLAM COUN'TY HOSPITAL DISTRICT GiRAYS I IAR13OR COLJNTY
CLALLAM COUNTY PUD GRAYS HARBOR COUNTY FIRE DIST
CLARK COUNTY GRAYS HARBOR COUNTY IlUD 4 1
CLARK COUNTY FIRE DISTRICT GRAYS HARBOR PORT OF
Cl.,ARK.COU'�ITY PUD GRAYS HARBOR PUB DEIV AU'Tli
CLE:ELUM-ROSLYN SCHOOL 171STRICT404 GRAYS HARBOR TRANSIT
CLOVER PARK SCHOOL.,DISTRICT400 GRIFFIN SCHOOL,DIST 324
("NTRI.,WHIDBEYFIRE&RESCUE HARBORVIEW MEDK""Al,CENI ER
COAL CREEK UTILITY DISTRICT HAZEL,DELL.SEWER DIST
COALITION AGAINSTDOMESTIC VIOLENCE HEALTHY MOTHERS HEALTHY BABIES COAL,
COLUMBIA COUNTY HKAILINE SCHOOL DIST401
COLUMBIA IRRIGATION DISTRICT HIGHLINE WATER DIST
COLUMBIA MOSQUITO CONTROL DISTRICT HOMESIGHT
COMMUNITY CLIRISTIANACADEMY HOPELINK
COMMUNITY PSYCHIATRIC CLINIC HOQUIAM SCHOOL DIST 28
COMMUNITY TRANSIT I LOUSING AUTFIORITY OF PORTLAND
CONFEDERA FEDTRIBES OF CIiEHAI.AS ILWACO PORT OF
CONSOLIDATED DIKING IMPROVEMENTDIST' INCHELIUM SCHOOL,DIST 70
CONSOLIDATF.D IRRIGATION ISLAND COUNTY
COWLITZ COUNTY ISLAND COUNTY FIRE DIST
COWLITZ COUNTY FIRE DISTRICT JEFFERSON COUNTY
COWLITZ COUNTYPUD JEFFERSON COUNTY FIRE DIST
CROSS VALLEY WATER DISTRICT JEFFERSON COUNTY LIBRARY
DAYTON SCHOOL DISTRICT2 JEFFERSON COUNTY PUL)
DOUGLAS COUNTY JEFFERSON GENERAL HOSPITAL
DOUGLAS COUNTY FIRE DISTRICT KARCHER CREEK SEWER.DIST
DOUGLAS COUNTY PUD KELSO SCHOOL DIST458
DRUG ABUSE 11 REVENT'ION CENTER KENNEWICK GENERAL HOSPITAL
E COLUMBIA BASIN IRRIGATION DIST K17NNEWICK SCHOOL DIS'FRICT17
EAST WENATCHEE WATER KENT SCHOOL, DIST.415
EATONVILLE SCHOOL DIST404 KETTLE FALLS SCHOOL DIST 212
EDMONDS SCHOOL DISTRICT 15 KING COUNTY
EDUCATIONAL SERVICE DST 114 KING COUNTY FIRE DIST
EDUCATIONAL,SERVICE, DISTRICT I 13 KING COUNTY HOUSING AUTI IORITY
ELLENSBURG SCI iOOL DIST401 KING COUNTY I..,IBRAR),'
ENUMCLAW SCHOOL DIST K IN(3 COUNTY" WATER S E W ER
EVEREA7 PORT OF' KINGSTON PORT OF'
SCUE
EVERErr PUBIACE FACILITIES DIST KITSAP COUNTYFIRE&RE
LVE RGRF1'FN MANOR INC.' KJTSAP(.,OUNTY LIBRARY
EVERGREEN SCHOOL DIST 114 KITSAP COUNTY PUD I
FEDERAL WAY FD KITTITAS COUNTY
FERRY COUNTY KITTITAS COUNTY PUD
FERRY COUNTY PUBLIC HOSPITAL KITTITAS COUNTY RECLAMA'TION DIST
FERRY OKAHOGAN FPD KLICKITATCOUNTY
FOSS WATERWAY DEVELOPMENT AUTHORITY KLICKITATCOUNTY PUD
FRANKLIN COUNTY LAKECHELAN RECLAMATION DIST
FRANKLIN COUNTY PUD LAKE' STEVENS SCHOOL DIST4
FRANKLIN PIERCE SCHOOL DIST 402 LAKE WASHINGTON SCHOOL,DIST 414
FRIDAY HARBOR PO RT OF I-AKEHAVEN UTILITYDIST
GARDENA FARMS IRRIGATION DIST` 13 LAKEWOOD SCHOOL DIST 306
GARFI ELD COUNTY L,EW IS CO PUD I
GRAND COULEE.PROJEIC71' LEWIS COUNTY
GRAN DVIEW SUFIC.OL.DIST 116/200 LEWIS COUNTY FIRE DIST
GRANITE FALLS SCHOOL ms,r 332 LEWIS PUBLICTRANSPORIATION
GRANTCOUNTY LIBERTY LAKI" SEAVER&WATER DIST
GRANT COUNTY HEALTH DisT LINCOLN CO(J-.�-ry
EXHlBtTRll,!jff
LINCOLN CL�N
O 'ry FIRE DIST , GELESSCI-OOLDISTRICT' 121
LONGVIEW PORT OF PRESCOTTSCHOOL DIST
LONGVIEW SaI001,LAST" 12:?, PL)GETSOUND CLT AN AIR AGI---N(,'Y
LOTT WASTEWATER ALLIANCE PUGETSOUNI)SCHOOL,DIST
LUMMI INDIAN NA11ON QUINCY COLUMBIA BASIN IRR,1(3 DIST
MANCHES'll"R.WATER DIST RIC HLAND SCHOOL DIST400
MARYSVIL,LE SCHOOL DIST25 S KITSAP SCHOOL DISTRICT402
MASON COUNTY FIRE DIST S SNO140NIIS11 CO PUBLIC FAC DIST
MASON COUN'IA'PUD SAT EPLACE
MEAD SCHOOL LAST X354 SAMISH WATER DIST
METRO PARK DISTRICTOFTACOMA SAMMAN41SH WATER AND SEWER DIST
MID COLUMBIA LIBRARY SAN JUAN COUNTY
MIDWAY SEWER DIS'l"R[(.,'I' SANJUAN COUNTY FIRE DIST
MONROE SCI IOOL DIST 103 SEA MAR COMM HEALTH CTR
MORTON SCHOOL I.-.)]ST214 SEATTLE JEWISH PRIMARY SCHOOL
MOSES LAKE PORT OF SEATTLE POR:FOF
MOUNTBAKER SCHOOL DIST SEA-r,j,LE SCHOOL DIST I
MT VERNON SCI 1OOL Dls,rR.lc,r'*120 SEATTLE UNIVERSITY
N/IUKILTEO,SCHOOL,DIST6 SECOND AMENDMENT FOtJNDATION
MUKILTEO WATER DIS] SECOND CHANCE rNC
NAVAL STATION EVERETT SENIOR OPPORTUNITY SERVICES
NE TRC COUNTY HEALTH DIST SI ELTON SCHOOL DfSTRIC T M9
NORTH CENTRAL REGIONAL LIBRARY ' DIST' SILVERDALE WATIER
NORTH KITSAP SCHOOL DIST 400 SKAGIT COUNTY
NORTH SHORI" UTILITY DIS7RIC'I' SKAGIT COUNTY CONSERVA,riON DIST.
NORTH THORSTON SCHOOL DISTRICT SKAGITCOUNTY FIRE DIST
NORTHSHORE SCHOOL DIST 41.7 SKAGIT C013NTY ISLAND HOSPITAL,
NORTHWES'f'KIDNEY c,rR SKAGITCOUNTY PORT OF
NORTHWESTWORK FORCE DEVELOPMEN'FCO SIS ALIT COUNTY PUD I
NW REGIONAL COtTNCIL, SKAGITTRANSIT
OAK HARBOR SCHOOL DIST20I SKAMANIA COUNTY
OAKVILLE SCHOOL DIST 400 SKOOKUM INC
0 COSTA SCH OOL DIST 172 SNOHOMISH(,',OI,JN'f'),'I,IBRARY
OKANOGAN COUNTY SNOHOMISH COUNTY PUD
OKANOGAN COUNTY FIRI�.'-DIST SNOHOMISH HEALTH DISTRICT
OKANOGAN COUNTY PUD SNOHOMISH SCHOOL,DISTRICT"201
OKANOGAN SCHOOL DIS'nuc,'r SOAP LAKE SCHOOL DISTRICT 156
OLYMPIA PORT OF SOOS CREEK WATER AND SF,WL',R DIST
OLYMPIA SCHOOL.DISTRICT I I I SOUND TRANSIT
OLYMMATI MRS"I"ON CHAMBER FOUNDATION SOUTH COLUMBIA BASIN IRRIG DIST
OLYMPIC AREA AGENCY ON AGING SOUTH LAST'EFFECT IVE DEVI.-',L(.)PMEN'l'
OLYMPICMEMORIAL HOSPITAL DIST SOUTH SOUND MENTAL HEAL'I'l-I SIERVICI ,"
OLYMPIC REGION CLEAN AIR AGENCY SOUTHWESTYOUITT&FAMILY SERVICES
OLYMPIC VIEW WATER.& SEWER DIS"f' SPECIAL MOBILITY SERVICES INC
OLYMPUS TERRACE SEWER DIST SPOKANE CO AIR POLLUTION CN'LRL
PACIFIC COUNTY AUTHORITY
PACIFIC COUNTY FIRE SPOKANE CO"TY FIRE DIST
PARATRANSITSERVICES SPOKANE COUNTY LIBRARY
PASCO SCHOOL DIST SPOKANE SCHOOL,DISTRICT'I31
PEND OREILLE COUNTY COHSE RV DIST ST JOSEPH/MARQUE-rTE SCHOOL
PENT)OR E I LLE COUNTY PI JB HOS P DIST" STANWOOD SCI-1001,DI ST4 10
PEND OREILLE COUNTY PUD STEV ENS COUNTY
PENINSULA SCHOOL DISTRICT401 s'TEVIENS COUNTY PUF.)
PER RYTECHNICAL,INSTITUTE STILLAGUAMISFITRIBE OF INDIANS
PIERCE COUNTY SUMNER SCHOOL DISTRICT 1320
PIERCE COUNTY 171RE DIST SUNNYSIDE PORT"CSF
PORT ANGELES PORTOF SUNNYSIDE SCI IOOL DISTRICT201
97 Q'It
SUQUAMISHT'RIBE EJXHIBjj�Sl HE PUBLIC STADIUM AUTI-iORITY
SW CLEAN AIR AGENCY WAHKIAKUM COUNTY
SWINOMISHTRIBE WALLA WALLA COLLEGE
WALLA WALLA(-.,',OtJNf'Y
TAC'OMA DAY CHILD CARE AND PRESCI 10OL
TACOMA MUSICAL PLAYHOUSE WALLA WALLA COUNTY FIRE DISTRIC'T
TACOMA PORT'C' WALLA WALLA PORT OF
TACOMA SCHOOL LASTRICF 10 WALLA WALLA SI.) 140
TACOMA-PIERCE CO WASHINGTON ASSOCIATION
TAHOMA SCHOOL DIS TRIOT"409 WASHINGTON COUNTIES RISK POOL
TERRACE HEIGHTS SEWER.DISTRICT WASI-IINGTON F'IRE COMMISSIONERS ASSOC'
THURSTON COMMUNITY 'VELEVISION WASHINGTON HEALTH CARE ASSOCIATION
'ITfI.JRST(.')N COUNTY WASHINGTON PUBLICAIFFAIRS NETWORK
THURSTON (.,C)k.JNI'Y CONSERVATION DIST WASHINGTON STATE N41GRANTCOUNCIL
THURSTON COUNTY FIRE DISTRICT WEST VALLEY SCI IC.'OL DISTRIC1208
TOPPENISH SCHOOL DIs,rRJCT202 WESTVALLI'"Y SC00
14L DT363
ISTRIC
TOIJCHET SD 300 WESTERN FOUNDATION THE
']'RIUMPH'I'RE,A'rN4[,"N't'SEI�Vl(",ES WI IAT(OJN/f CONSERVATION DIST
-FUKWILA SCHOOL DISI 406 WHATCOM COUNTY
TLIMWATER SCHOOL DISTRICT 33 WHAT C10M COUNTY FIRE DIs'nucT
LJ S Df--;I)ARI'Niff.-,NI'OF'I'RANS[IOR'FA'I'ION WHATCOM(OUNTY RURAL LIBRARY DIST
UNITED WAY OF KING COUNTY WHIDBEY GENERAL HOSPITAL
UNIVERSITY PLACE SCHOOL DIST WHITMAN COtJNTY
UPPER SKAGITINDIAN TRIBE WHITWORTH WATER
VAI VUE SEWER DISTRICT WILLAPA COUNSELING CENTER
VALLEY TRANSIT WILLAPA VALL,EY SCHOOL DISTRICT160
VALLEY WATER DISTRICT WILLAPA VALLEY WATER DISTRICT
VANCOUVER PORTOF WINLOCK SCHOOL DISTRICT 232
VANCOUVER SCHOOL DISTRICT'I7 WOODINVILLE FIRE LPQ LIFE SAFETY DIST',
VASHON ISLAND SCHOOL DISTR.ICT402 WOODLAND PORT OF
VERA IRRIGATION YAKIMA COUNTY
VE—I"ERANS ADMINISTRATION YAKIMA COUNTY FIRE DISTRICT
VOLUNTEERS OFA-MERICA YAKIMA COUNTYRE,GIONAL LIBRARY
WA ASSOC OF SCHOOL ADMINISTRATORS YAKIMA SCHOOL DISTRICT7
WA ASSOC SHERIFFS&POLICE CHIEFS YAKINIA VALLEY FARMWORKERS CLINIC
WA GOVERN MENTA I.,ENTITY POOL YAKIMA-'[JETON IRRIGATION DISTRICT
WA LABOR COUNCIL AFL-CIO YELM COMMUNITY SCHOOL DISTRICT
WA PUBI,IC POR'I'S ASSOCIATION YMCA -TACOMA PIERCE COUNTY
WA RESEARCH COUNCIL, YMCA OF GREATER SEATTLE
WA STASSOCIATION OF COUNTIES
"Washington State citiesand other unnamed Washington State locat and municipal agencies may aIS0 LitiliZC the resulting
Master Price Agreement;provided they enter into the Intergovernmental Cooperative Purchasing Agreement.
EXHIBIT "B"
ATTACHMENT H
LOCAL GOVERNMENTLel ITS 13Y STATE
Oregon Incorporated Cities
John Dav Nyssa Tan�cnt
The Dalles
Adiuns Dmin Oakl a I
nan Dufur Jordan Valley Orlk�l
"ji Ontario Tiflamook
FIIIIx--, Dimes Citv ...... ........_Troutda�eToledo
Antelope Durham Paisley
A I le poin Kin C,i pemkloll Tria titin
Turner
Ashland Echo Klamath Falls PhOornath
Astoria La Grande 11110enix Ukiah
Affiena Elkton I'll Pine Pilot Rock Umatilla
Aunisville F r I t�jaLs!v Iala'ette Port Or bid Union
Aurora Esuteada Lake Pordand lbrrID
Balzer Cit —Ik4 L I Likeside
Powers Vale
Bandon Fainliew Lakeview Prairie Ci!y Veneta
Bmks Falls Prescott vernoma
Barlo%N Florence Lex on Frineville w L
1p �
Bay OIX Forest Grove Lincoln Cily Rainier Wallowa
fleavellon Fossil 1,onerock Redmond �V-a_rre r Ftt
Bend Gaybaldi JL.()n�Creek lzeedsport wasco
Boardman Clasirm Lostille Richland Waterloo
l3onarva Gates LO%vd I Riddle West Finn
Brookings Ge charm Lyons RiveLgrove westfir
Bro%"j�"Vjjje Gervais madras R(wka", Weston
Burns Gladstone malin Re, Lie Beach Wheeler
131111C Falls (Hendale ManzamIn Roscbrull,. Willamina
cantiv Gold Beach M<aaa iaa RUfUS Wilsonville
Canrl(n)Beach Goo j fill Maywood Park Salcul Winston
("Iranile McMinn%We SC 12", Wood Vilhige
cInNonville Grants Pass Medford Scio Woodburn
("adton Grass Valley Merrill Scott Mills Yachats
Cascade LocksGreenhorn melou�hSeaside yaraliffl
Cave Junction Greshm M�l(�Ut� — Selleca Yoncalla
Central PointI hsnos mhL�lMEEi --
� Sbad Cove
mikon-Freewater Shaniko
Clatskwiie I Lt Is Nlilwaukic Sheridan
C Mitchell Sher"vorld
a—TT
Columbia
Helix Molalla Siletz
Combo I'leppner —1foremouth SilVer[On
Coos Bay Hermiston Monroe Sisters
Coquille, Hillsboro Monument Sodaville
N101-o
cor valliHood River Mosier
Hubbard Mt.Angel st,Helcns
cove Humiulo
Nit.vurion St,Paul
Creswell Idarilla A�XrOe Sianfilield
Culver Imbler Myrtle 1)0 i at Stayton
Dallas tndr nulcrace NeIndemy
------------------------- Suldnirit__.____........
Damascas lone Surainerville
--r-D—a n..,..._.Ili r swan Nc Wa—ter
bayvdle
................. ----------
Island Norih Bend Sutherli
Ito loo!Ll, Jacksonville North Plains Sweet I
Detroit jefferson North Powdet Talent
EXHIBIT "B"
Idaho's Incorpora(ed Ciders.
Aberdeen Donnelly_ florseshoe Bond Moscow sllellsy
--ALL –Dover Mountain [bine Shoshorie-
Albion Downey Idaho Falls Soda
Anierican Falls D Island Park
_ipiriL Lake
Ammon Eagle New Meadows St.Anth 1,
.................. ........
Arco Fflk Cit Jrrliaetta New Plyrn0l,lth St.Manes
y
Ashton Emmett Kamiah Stanley
Bancroft Fairfield KelLom Ol'ofirlo Star
Bellevue FranklinK(,ItChUm Parma Stites
Boise Fruitland Kimberly PayeLte
Bonners Ferr rdell 0 Kooskia Pierce SLUI VIlle
.,y.......... ------ .............
Buhl GardValle Kuna Pocatello Te to 11 i'l
Burley--_-- Genesee Lava Flot S1 turn g5--: Post Falls
Caldwell Lewiston Potlatch Twin Falls
CamridgL____Goodin g—— cjLay Preston Victor
Carey Grandjean Malad Priest River Wallace
Cascade Grace Malta RathdrUnI Wardner
"I Mar,
Chalfis IL-mv i I e
-.2, Rexburg WeIppe
ChUb&u—ckji a McCall Richfield Weisel-
Coeur d'Alene Harrison McCamnion Wendell
Cottonwood w Hauser Melba Whitebird
Council tiaydcoa MeridianIRLI
Dalton Gardens H burn Middleton Salmon
Dietrich Ifidden Slirings Montpelier Sand oint
This is tint a comp�ete list of call.Idaho cities,but all other Idaho cities shall be incot-pomted by this rercrelice.
Idaho's C'minties
Ada Bonneville CusterKootenai Owyhee
Adams Boundary Elmore Latah Payette
Bannock Butte Franklin Leinhi Power
Bear Lake Carnas Fremont Lewis Shoshone
Benewah Canyon Gem Lincoln Toton
Bingham Caribou Gooding Madison Twin Falls
Blaine Cassia Idaho Mrraucicrlea Valley
Boise Clark Jefferson Nez Washington
Bonner Clearwater Jerome Oneida
............ .......
All other Idaho local government units shall be incorpoi,ated by this reference.
EXHIBIT'
US DIGITPL DESIGns
Tenvc,Arizona USA
Phoenix G2 - Automated Fire Station Alerting
Quotafion Co:
City of Round Rock, Texas
Round Rock Fire Department
Projeci„
Fire Station Alerting System
I Dispatch Location /8, Station Locations,
Proposal nlnnrw'r
MT006
[Pricing per NPPGov Contiwt, Meinbet-ship t# 034827.1
Rewsion
I
Quole Dwe:
23- May-2016
Quote Expres;
19-Nov-2016
1°(` 1.FINAL INSTALLATION CONTAur:
Custoni Systenis Design, lite.
George'vi tae I george@csdisaxom/(210)363-6800
Erik Hanson
Pr(�Ject Manager
US Digital Designs,Inc,
1835 F,Sixth St 1427
Tempe,AZ 85281
602-687-1739 direct
480-290-7892 fax
e1l till sorl(ilWsd d.Corn
This Proposal is subJect to corrections due to Frrors or Ornissions
EXHIBIT flUt
US DIGITAL I
1835 E,.Sixth St.Suite 027
Tempe,Arizona 8.4281
877-331-87333 nd P 6-;90-75aa2 fav 1)ATE $/23/16
Expires: WWI
(�utttu ht Rl3ta1_ImT 11 IJ'1.�a�.m
City of Rou rid Rock,Texas
Fire Station Alerting System
M7
TTO,�7 Dispatch-Level :�± Ili nt/Services
� i�1Tll
f rJ r.i r r l r/ r a/IC i J/r, r Fr 7 r Ir✓'-. a/ /huJJ t r ei t r u F', r r / r r I r
i /r1i r r rr r /lr r rr✓eS i r "� ✓/ pu "^� r r �f r r Ir �r �;! r r
7r// .,r / r rl' ry ,f u.r rrr/ r 6 r�� ✓/.i rr I ( / r J/ fr' r /rl5r r J/r ".r r J f �
alr r rfir 1 �r / u, wr /Ira ✓./ ,/ ,< ° i �' ! / ✓ + J; r
n+ L G. � r 4 /rr 9r/ fn I r/ a/ Jit/Ir rr ✓tr Jlhf r�5r/l .✓r r L'� `nr r � e� (r r r rr r r r r /
r: l ✓ tf l r r � ;�✓r slr 5 r / rf I "Sr alrr! I rrl r l
iria ,,,1..,., x-,� et,r,G, r v,'r''rr�?.rW,. ,✓ :S'o ,,;,. ,/ ,,.,.r,�<r ,,,, rr,k, „vi,,. / ;/�' rlhr}� //r,;,, I„r x;✓/ / d
Iter” Unit iM9dr Yt r r�auuwarl ttinma n Ivn� 6 S I,i,a I,kode9 ?+'P f:nw Ui t PNPPGov Ext
COMMUNICATIONS Cory,' "l+:' A"a! EQUIPMENT
G2 Cnttaratunicatimis Gateway Pair
I PR u5aatz � ;t (H artfwram lira CAD intcrfac.e)2(4{2RIJ C;2-GW $ t9,2%00 S 8,325.00 S 8,325.00
Cich,
2 ICit adaBB (( ills teati=wry Antiln ltadiaa Interface Galli $ 1,885M S 1,696.54 S 1,696.50
3 Kit Maty 0; 621111TV Remote module TVR $ 875.011 S 787W50 S
ICut au t r : t%.. >G2 Ugij("Tt)xvcl-Interface 1.'Tl S 5761.OM( S 468,00 S
COMMtJNIC`ATIONS GATEWAY MTla<RFA,CE
5 t.otvM 1 aatJrtaSwa rarlrrq m&uace(y6t,'t�:� ��9y'p I1S1 S 13,050.00, S 12,285.00 S 1'2,285.00
6 LOT ' usrar f ,.� 1"ts�clia Sys
tem Interface N19crdl fiauttion 11SI-4:M S 4,225,00 S 3,802 541 S
7 l.OT staua �(" tM �: Arlaiutionaal Radio C::h anncl ARC $ 4,225.00 S 3,802.541 S
CAI)lnturfaee-Sun„Nowt➢OSSI f1JSDD-
8 LOT CAD � odc CJaaly C aa,traua�arr responsibility to CAD-1 S 10,890 w s4,801,010 S� 9,8411.00
(if aaay l ra isla tlaeia�
xuaatlaarp
COMMUNICATIONS GATEWAY SEli-VICTS
hl ta'¢) -,faatevwat}r C;aaaa0,tfuration&S'1udifaes_ations GWS''-�:M S 80.00 S 252aJ0 S 12„600.610
10 I,,O-r t..5Dt> I Gateway Installaadon and Start-up
C';'WV4NU $ 5,825.00 5 5,24150 S 5,24150
11 L,tI'I” 195'9 0) 1: (ivatet�aay 1'a(ejcet 5r1'aaaa«a8enac,ta't GW-11M `S 642.15 S 577.9+1 S 577.44
12 1,01' t.l54>r) �..1 Training-Syslem Administrator 'TRA-SA, $ 2 400 o O S 2,160.00 S 2,16000
1.3 1,01, tusm) .1 1'rztaning-Dispatch Operator "C"'RA-DO $ 2,400.00 S 2„1.60.00 S 2,1611.00
14 Lt;1'r 1)ml) A .'ImiscOption 1. 5 S S
1.5 �LC7"r t°tit to 771misc Option 1 S S S
DISPA'TC'H CENTER SIIBT4CuTAL S 54,847.94
RWr0116-Qd; - DISPATCH 2 of26
]EXHIBIT "171
All{.'CPM 6ATEWAY/Equipment anti Services/Running Tofidt S5.54,847.94
All C0M(MTCWAYIMipAjTMlJRmhWTmf MOO
GRAND TOTAL/DISPATC14-LEVEL: $55,066.94
Dspatch center COSV4 typically(mly need to be ammed once po cfispmehing,
agmy no mmmHow many staJons m dispatched(utfless redundant centers
or further HJT'needed),
RMONQU - lDkpL'�,SSUitit)tisNill1(jov(2(,)l(vN4AY23) DISPATCH 3 of'26
I T II
US DIGITAL DESiGns
18,35 R Sixth tit.Sruite,0'27'
Tempe,Arizona 85281
4,77-35141733O rtd7A9 )ava, DATE: :5(23116
_ yd ON
....._ .._.,,....m_ ._..„...m,...,._..,...__ _.._...... ,.,_._,....__.. _.._. ..,._.._.._.._.. ,
I;xB:Dires IIPlSO[6
C t3erld 41lNii.T)w:I)..i'5:,
CA),of ttound I och, 1'05 uss
Fire Stallion Alerting System
11111 �1'0061IStafion-LevelEquipment/Services
hears lLrrlt ;v41w f�i ,. �...w....- ._.�.N�rasr"eq£t6nn P.M hn. 14S 1„'er4 Ung NPG GO, 11n61 NipplSw Ft
STATION LIC:ItBNSES
Cs2 kC.b1C.f;hf.hft'f'» SimP,Gv Si air3ra k ace oa
1A In US D D '�..�f.Y3sa.-raar�elg3euhe^Izaa,l¢wnlc,.I`soatls3urc&.,SIJID vvrcru^11£icactiurr:., X"A. ti 927 00 S 834.311 S 834.30
-.n+rxncS4a1:
4,2 MOBILE FSAS APP- Smoc IDconrc lAcensc Up to
' .19(4 cost each 3s 1�aun as .
L2 Is;d'Cr 4.iS�t9 $� 4 been, Y ax eI h arc uTfrc rrsl ail St43 f;;2-APIs'-IbB,, s S - � -
,.w le srr 3d rrs.3rsaetlt i orulrr .3,du3u y u,"N"t'd oarsmrr u3 .uu,.oat
.,u�gay cum¢cic'cr as s '?r, "P.'IKptra ax;,fuyvr for plp,!.g1w?q
PHOENIX(,i2-STATION CONTROLLER ROLLER(Required)
G..uiul up ro(8)p-iplrst.A
Cat ATX STATION C;ONVI'ItC)I.EIA-
B K4 UM)rD I ;Pra,seaNgntallCnntrni Ovula to 8 peliphea.ul Relli:me ,h"I"rX s 20,000.00 5 18,0II AH) S 18,0vLf:Ip
Options �4 Blni a MFaa trnc:s as irl slate,_._
_ _L_ . . .,_,..... _............... _m._..
2 Kit U'StDtD 0 E: Ie MoralD@':fears ATX-L $ 54,00 S 0.60 S
3 Kat TS111a 0 I3,ase Plate 54.4)0 5 48.60 'S
S'I'A"["ION CONTROLLER OPTIONS
ABX EXPANSION ICH -rAllmkt abditytat,
4 Kit USDD 0, Pow°el"/Sig3nadlC ontrol,ante to 12 tnore pc6pheral TCcinotc AIX-LXP S 6,660JM S ±,994M 5
n stiasns acr'f2KP.
5 Kit t=54'9r 0 Rack Mount Ears ATX 17_ .e, 54'Ov S 48.60 S
6 Kit ukslrta II= Aaud o Extension dNicrda3Bc rAI It'D I'eti"I' $ 4t's .fFYP 420..30 S
_.._ _ _
Kit r.tSIDtD t1 B'aherLAfi4tv1t6ulcS( FIS.L.AN-BCI"r 5 467.00 S 420.30 S
STATION PERIPHERAL OPTIONS
8 Fa JSDD 0 C;2,ROOM It.I^:Cv OTIl Modulc: It It $�„ Iuc cx) s 1,647,00 5
7 1: t9srD0 ',ITI4"rt�ina I'Intc,fila T'ttuslu_Moulrt RRIT $ 46a 01'Po S 41.411 '
_ _.
10 Iiia Ustitr dI.' RR Bnck-4tra rs I'm solid xwrt'IBlnyll�ntntrsstin�mm atat.[D, y 27,00 S i4,30 s
I I tits m:)w4rar O RR Back-Box-dor st:) ¢slce-roltrozentitrTq Rts•tah $ Mr 170 s 77.40 S -
�� Ilu1 wrru9G tit _
12 El 'USIMD $ C,2 MlCSSACTE REMOTE uMrxfi lc S1Tt $ 1.167.00 S 1050.:30 S 3,150.9
13 Iia UStal) - 1 SIC;.N'RENICATV Module sit 5 58300 9S' 52.4.70 $ 11049.4AI
C:2 f1II9
ke 0711rer V RE MOTE Mrtodil lel([`)�k ultra ricll�G faiOel'
11 Ia 5S1h -C9 I"W'ft $' 72200 $ 649A0
00 s 794,70
I6_ E s uSI)I D SB MESS C�E SIGN. .i al tIX1)'tal f Bets 13 Ic)a5t n 1495-Yi— S 360 04) S 324,110 5' 2 532.00Y
17 E ESAIu',Cp S 198+T�trttalY d 60.00 S 54.00 $ VISA()
Ea u1wOn 2- M's/4rlaa,rotcr 1 Ia4c �':
i s Ea Y sim) 1 MM 11 - lla)aa a1¢r Dara 45n'ra f 9 5 \tS-A4DP'G S IRP $ 27,00 S 24.30 ;5 24.30
l a�_ Ea USS) C .+1 S Ml�omit-Aeolis 3Fltul wm Low,,,�r��erlr �i,.e4*„'a-alar-h, _”^"4r17 5 25'8.30 5 25830
20 Ear USuatD 0' f,2 DOUBLE 51S'WT Mr1R,40-da a MCrtutl x2MS) NIS-x210: $ 2,065 00 S 1.858.5{) 3
21 l s UStDI) ,0 C;2IJO IMMtl7"E w/8 In&8(:1111 loft $ 1,Idr:+.00 S 1048.50 S
22 Ila USIA) tf' Cs2 Sta-+ahc Light t Red LED S R $ 500 410 5__ 450.00 5
22 F,a 4rsim .0` C2 C"clear Indicator Remote--1,7ir t(,8 rnrit wDc t.mrloras Cwlit 5 £+:15 00 $ 57:8.50 $
X24 Ezra US4MCD I_ 1'31.13 dli:4ltu31,°t,iaualwan r141,a3.k) W'B-3 S i£Yi 90 S 90.00 $ 044.(R)
25 liteC.4D45 - 0't I'.r01l3rr➢4r I3du t^.4:ia3°.ttr tie h IW)01 S 50.00 S
26 Ea Ath's 'I, " Do S 88830 $ 888,30
2.7 Ea trop 6 3p.3ks¢r;AI L ':,s:l3c° 1 824 SuIi',r4:a,Xv wls"K 4V.vls1 � 'i u£1 S 252.80 S __ I,�12,008
?8 IiFt tt r, 7+ .y i,utB�;Cr-°il;n�t.arr9,l iii'h"feluer3 70 iSdM l 4 S 3°Id S 6K.70 5 8 773'.r)l')'
RRI"G06-Q0-Bf ide 8$tantrors Isls(ina("D4gBNaMIA M2 'p STAPONS 4 of 16
EXHIBITficil
29 Ea Dogn 0 Sill f,'L,,,M,mm�d'%I B 0 E-%Vl D 1 7--'777 s- —6—57—0 S
2 30 V' GZ LED SPEAKER-Flush MmmT,70v SM-LED-FNI S 29700 s 267.30
0-- _$ 1,603.80
�l H'a 0, 62 LED SPEAKER-Swfue Moma tl NILI)�Mv L92 r 0 S 167.30 S
_
32 �,:� S
En HC 0 '1 '0%�Em"I n�O MR 47.70
33 E'a &ars I ATX ITS Su-Martl
w _wV� $ 830JO 8X70
34 F'.a LADD 01 MIS Fxwndcd Runfimc,Bailery T-—2,488.59 T
STATION-LINEI,SERVICES
'15 Ea URDIDI station Installation s['-I NST s 1 365,86 22%28 S 10,229,28
,
"IANST s
16 El Mhit S s
�Station Heme,Ration
37 --Fhh- 1"SM)
�1 S
is F, USM)
I Slafion Configuration&Staq:Ljl �2^5.2f,5 I L 7.7 SL 147.74
,a
L9_ 9 a USDD 'I' Slafion Prt)jectjNjaaagecnent 'T•t"41 47q 22 I S 4311,40 I S 430.40
1"'a UMD Stafion E I Service's ST-ES s 3�8.82 8 286.93
41 LiaUNDI) 1, Staflon Docutnenlation S'I"-DM 47 82 S 43.04 S 43.04
usell-Fectilliciall vial Strcalllod ollfille
117 Ea 0 video wills per-station kemse and participant TRA-UT-'4x117 s s s
stationTraining- 011-site
En USt7U '01 Station, I Hour,I Vsft.0,Untisl lours suggemed w TRA-UT-OS s S s
Cover 3 shifts)
'I raining-Ingaflation Ointracloi I USDO C2
44 Ea U,S"D D 10, Co-fificalkm(MD 'I RA-IC S s
Quwuacluc)
45 0?a USDE) NfiscefigmeousfrBI)
TATION 01 laadividaaat Srt utbnmu facia 6 ancaat i4 tiervices 5nl7tatt al S 44
$ I 46,600
IN DIVI DI Alar QST A
TION C RAND TOT46
AL $ '
fUtTC06-Qvl STATIONS 5M'26
.EXHIBIT "C"
r / 77
f
r
ttenr t xaxP� S4 Pu t av r....� nrwxxdyfrclvxm Puara'a+�....,.M.... td5[vex tl�er USDI)Di-,1 Umra I [vSUD D'xcci Et
ST A`L'L(➢N L,TC ENSE S
G2 V/L)1C EA1.,1..RT- 'Smq)e Statwn 1 ice,,s;.
i..l 1ia, StNC r(chow-brrvrel'eraresaaal kmlery Cun h ur l.°iDD rmficle:w"I is VA 5 9-17.00 S 834,31,) S 834.30
W MOBILE,6-a�AS APP- Sxou,gle De'Ic�e.La errsc Up to
UWD .24 Licenses.Pei-A'X arc oder"st$0.00 cost cach,r,km.xr. t62-em6�P I'-1)1, S S -
r.rvrry e.ca r rw,ro+n o rxclra r..dr r.rr nes vSY Pr,s�a!rrrd:xrr iil^.arwxar;al
airy y,aarr c,nrveraiAc "L':9e.:.)^B..T.Sic`^ ?dlrrt dikr 1pq,.e.441
PHOENIX G2-S"L'.''tTION T.t)NTRTTL.L,L:R(Required)
C:crxv¢axrl aatr x:a ISB hrrryrtserxls
- � G2 AIN 5`1"A'L"LC)iti�L�l`l;ti1l"184)1.L.L:'.1$-
1 �K ,
it oaey L lxraeucra4tglial/ontrol ap to 8 periplrcraal Remote ATX S 2a,000 co s 18,000.1P0 S 18,1)110.00
L umns 4 Url;¢ate e"rna t U/rcxuer;awtttlakalc,.
2J. Kil' NOD 0 ' Rack C�+luarnt Tsars a�ax.r � 5.1.1)1k 5 48,0a0
3 hit Slr 0" Base Phtu a��t r, S4,i.111 48,G'I:R S
STATION CONTROLLER OPTIONS
AT71,EXPANSION KIT -Allow,w,kbility to
4 Kit USDD f),."�Pstwei/SignabC uilrol up lu 12 more peripheral itclnme^ A"1"',SC,-EXP s 6,660.00 5
.._. � � ` ctttdsuu417crbiXtx.
5 kit USnU .0 iMtou4u Motanl Ears Al"X.E S' 54.00 S 48.60 S
6 Kit USDD 0 Audio'Extension Modutic A42'D-EXT 5 467200 S 420.30 S
7 Kit t1SUtP C1% Fiber 1.A]I Modules(2) FIB-LNN-K-C.1" S 46 7.00 :S '120,30 ,'S
STATION PERIPHERAL OPTIONS
4111__ 1111__ -3 -_-
8 1Saa tastaU a Qn2 1tf1L')MB R1fi�v1C.)TE Module RR ---3-- 970,09 5 1,647.00 S 1,647,W
9 I.a USDDdM°>.P81d,7 r4rt Flamct„Y'Sas Tletsl7 1 t arts rta=r% S 111100 S 41.40 S
10 Tax USDD 0 = RR ackt-Strap for sol td-mill rtnsla•antunutint! 61,92-CkS s" 27,11(1 S 24.30 S
11 Ea 175auaa 0.„ KR Back-Box ror solid-wall flush-irfountin E rasa-1x19 S 8600 5 77.40 5
12 Ea tlOD . '1 G2 h^fEvea"5,r'kC;Ts REMOTE h4i ole Mit s I"167,01 d s" 1,W.30d0 5 &fi150-0:LQ
13Ea t➢St7CY - ,1;,. L,"2 SIGN REMOTE M ou ulc _ ;SR S 5113,110 'S 524,711 S 524.70
14_ T;a t'tm)r) 4.21dDIN 11E144OTE modu le d''I V T q l cf;IC al t hillu,11 -
14y0hc4s 5`111, s 722.GN1d 5i 649N), 5p
15 Ea t SIM 0`r GZ M ESSAGL;SIGN,L7a gnarl l-FWGatnntrja tnl M1S-(',k S 98300 5 794.70 S
16 1;rt arSUw3;;5415 ACI.SLL;1t.l>I+ilvtVf&0;1R1EatnlSrlCc) NIS-B S 3ttiC).CO S 324.00 S 172.00
1'7 lift USDD MS Ada clot Plato VESA 100 nt�S-�ta�r-vt+'rtr $' 60,01 5� 54.00 'S 1115.00
18 Ea tl D C"' I�+PS'f is-Str¢t us pa4 loiat twta MSs m5-m aarr.5'rtr S 271'0 S 24.30 a 24.30
19 1'sa OSOD �T', MS Moufv,Art'ictn8.uluirr ? ,rvsr mala S-',V'h 1-sCtI I 5 'h,t)0 S 295.30 S 258,30
20 EaUSOD .,1) `G2 DOUBLE,NIS K1'➢` 1v08 90-de L M1xluttl x2): S M11'w.X2k; S 2.0ts5 M S 1,8.58."o $
2.1 Ea USDD ..0:: Cd2 174.)TC1.N1oTT:%w 8 in t5 5 out LOCk
: 5 I VCi,5bf) $ 1,048,50 S,
2 L u MO ;.0 f:2 Sfrolyu Light ltt It a1 LED STT2 S 50101.191) s 4x0,00 $
23 Ida USe1D 0 C21-Wor Indicator lhentute-Up to 8 unique amours CCR S 635.00 S S"PL.50 S
24 Ea USUU 1 �.9r CSea�tttrir.elt�at.44mra`'1d1 a,,k�1 1a L;1-13 5 00 00 5 90.00 S 90.00
2.9 Ea.. tfs;f b ,ci 00 S WOO '..S
26 11-.a rtuxa - ,11',' wau da o ArurYrlttree.F.x emur,er."lua dro ird 4444... G, 'r'x .p,7 uR) S 888,30 $ 888..30
27 1a,a Dwn " y:,' ps ti1g tY'1', a'atlteu,r m6t'V2'➢t..+rtef rr'r.e£Iv 711"4C r''- PdR Vg ri+;t S 2.''"+2.00 ;S 1,260M
28 LOs 13 cru 12:� , ,.5m...a u,aurai,utc4,19.r.}r h r arutq IC���{585'd hdau.,"!k?-lm 4 d 1941 S 65.70 S 788.40
29 15 a Uwn :A). .a a'ak:eu7C1m' S 65,70 S
30 1:�a 0 lal> " 'L2', W E'E17 51'1 Al k kY-11aas�la i 9a'utatl,7C}'w SPK-I,ED-FbN[ S "x)7.00 S 267.30 S 3,2117.1 0)
_ 1411.__
31 Ea USEM 6( f 2 1A.T SPEAKER Surface tMount 1,111 70 S1'1��;1.1;1'.1-SML S 29TOO S 26'7.30 S
_ _ .. ;i u'af3 5' 47.70 S 47.70
)? 1'!?ax "i IC .-j i,"I 7
i,ximr^�CaGv'nlu�. ++lawn ri i4: .,tr:rma rr,aP .d.1�,1V��" .;r
33 1:a I UD f T, "a¢,anr1 vd � i" S'I"07 S °UIQ S 830.70 i S +530.70
3�4 1 a t.sots 0' UPS Emended Runatirm 13uue,ry UPS-F.%'1 5 2„70i5,C)0 S 2,488.50 3`
STATION-L,ENE1,SFANL(`S
�.. ..�. ..�_��. .,.�..�....�...�.._....».".-.,...._.,.- _.-�..-_ 1441.._-____...�.. ....
3.5 Ea t°SGk^) .V Station Installation S"'1 1?9 iul 8,55.657 5 7,699.11S 7,611.11
:ICD 1a t.YSDD 0 1Stationllcanetlinflan tir';hN ST-IN"ST -
�..�_�........_�_�. .,_...__...., ��. _.� M 5 - "� r._.. 1141
37 Ea USDD (t-.�IStotion
Station lmstallotion�Sather-c�i�sian _ � �S'r_15
.18 F',a USIW 1 Confis orotimi OL Start-(�p S"1.5141 $ 1,48*87 S 1 153(.38 5 1,:336.8
1t.C8'T006-00 -Ii)rsl)&SSttstionsNPP(' raN,(20I6VhfVY23) STAT IONS" 6 ot'26
EXHIBIT VICI
Tsarora-T-
I llttia a 1,rJect management ST11 N I $ 445,46 S 400.91 S 400M
40 Fa MM I", Sfa6on Etimincerine I Desian Sm ices ST-rs 296,97 S 267,28 S 267.28
jL_ E'a USIM) I Station Docurnuitalimi S l'-DN1 s 44,55 S 40.09 S 40.09
Station Training-UserfFechnictio via stroamedonlinc
42 Ea USOD 0 Odw wia)pa-station hcomse and pmli6pavit TRA4T-Vlf) s s s
Vverificafion
Station-1 raining-User(l echnician, Un-Site tq)
43 Ea USDO 4 Station. I I lour,I VWt,(3 ,L!Qste l to rRA-i,A'-0S S
Training-hNsufflaflon ContratlerJ LJST)D(.,2
44 Ea tLI7U y3 Certification('MD-vR+,mQQ,fi"d ce�6F�cd IRA-IC S S
W miWellancou.0,M) NIISC 5
ISTATION 02 ladividuid Station Lquipment&Services Subtotal $, 40,275,37
Individual Slation Shipping $ 1,137.00
INDIVIDUAL STXVION CRAND TOTAL $ 41,412.371
4kRTOI16Qvl-I 6MA)23) `TAI IONS 7 of"26
EXHIBIT "C"
TTT�w°l07Stafion-Level Equipment/Services
7;
77W,7 777777;
A
P.s t tsar. I US kJg(joh I VSDD Direct Cosa UsIDD llimct F".s
STATION LICENSES
G2 VOICEALL10% Sunc le Smvan 1-au ense
d'l En USOD I Onv.-1 tipnclPerpewawnle,,s funting Ul.;DD ma6fic"nion is VA S 927,00 S 834.30 S 834,30
1weded).
W MOBILE FSAS APII- Smov Dextu bcuum Up tc,
42 E.-VYr USD D U 24 LicenwsPer-ATX are afferod as SQ.00 cost ca ch il.4
lymr 1,cllaaldund'z'wn rmy w vloctod y<%ummgamunl S
"qpon"*' q'
E115 "-U LOSRIVILAtIO-L
PHOENIX STATION CON"T IZOL LLIZ(Required)
G:nnteea up as 4a1 Ncriptrrmal:u
GI ATX ,rA'TIONCONTROIA,ER-
1 Kit t,sDD f Power'sir'll'*cOntrol up to 8 periplieral Rentolt lk'I'X $ 20,000 00 S IN,WOMI S 18'Ouum
2)jinns,—4 Unk I-le Am Xones„n"',sat
Kit us F;D— R.Z-h4ou-T'(Ears A t X-1:1 $ 5-10) S 4&60
11we Plate ATX-P 5 54()() S 48,60
STATION CONTROLLER OPTIONS
ATX FXP,xNSION KIT -Aflaws ahilitly tv
4 Kil, USOD Ilowei/SignaliCovitiol up fu 12 inure Imipheyal Remote A-I'X-EXP S 6,660100 S 5,994A S
options PC I 1.".Xll
5 Kit USDD W, Rack Motint Ears ATX-E S 54M S 48.60 S
6 Kit UNDD 0 Ausitt)Extension Mod WeAUD-EXT $ T—Ti-4,16
7 Kit USDD 0 Tibet l..ANAl d FLB-b%N-K.rI' S 467,00 Si 420.30 S
STATION PERI I'll ERAL()PrI'j ONS
5 1.a
-T Ti--sr)-7 p- C,2kOOM REMOTE.Modd, RR $ 1,430,00 S 1,647J10 5
trim)9 El vs Q ' Rik Trim Phitel for Mush-Mount RR-1 11 S 46A)0 S 41,40 S
ftk�BS 2100 5 24.30 S
'W RR Back-Siraps.I'm sohd-wfll flob-mountin
10 jua U;Df) ��q S' S6.00 S 77.4fl S
I d Ea U00 0 RR Etack-Box,fotsolid-waH fludljllawlfin� RR41tt -
12 Ea USDD Z G2 MESSAGE REMOTE MmMc NIR I�67400 050,3!L S 2,100,60
L_
13 JAI MD X', GZ SIGN REMOIT Module SR 58".00 524.70 $ 524.70
14 I'saa, USDO G,2 IJD'TV REMOTE Mmlule(IN b, FIc,Aj kA Oi�Ho TVIR S 72?00 j 649.80 S
Ir Oflia") — 1
15 E u's t)1) ("J'2 MLSSAGE SIGN,DijLival LED $ 88MA S 794.70 S
16 Ea USDD 5- MESSAGE SIC Nl Di total 1-.rD(BeImBritO MS-13 S 3601D0 S 324AY1 S1j620X0
1."1 -ka WD-D. 2" NIS Adap CrMate,VESA 14'111 S 60,00 S 54.00 S, IO&GO
Is E a USIX) MS N'ISS 2740 S 24,3,0 S 24,30
19 J"'a OSDD 0'w110r:mnt 7 S 0 S' 2:5830 S 258.30
-dc� -X2K S ';0 S
20 Ea USDD 0,� G2 DOUBLE NIS KIT(MR,90 mi XMS�1kb 2,065 00 5 1,858-
21 ]�- 1,w5'00
.4 LIM)D 0- G'Z 1/0 IZEMOTE'vv/8 In&8 Out loll S 5
22 Ea USDO ,"0 G2 SO-OW Light/Red LEA) STR S 500AK' S 4S0.00 S
23Ea VEDD 0',"'G2 Color Indicator Remote U2 w 8 pnique colors CIH $ 635,00 S 571.50 $
4 Ta 7
2 — — ,i�7m TluT 'rt f)C[ S 90.00 S
25 Caw lrNFJD ffiaHoft.F JJ: A4CnN vrl-v' > (lo 00 S 9410) S
26 ff,j Mi.'s Adio Aauh0e� Em,mu d swmlmAMP S tl_�!b $ 888.30 $ 88830
27 En Bog- 5"11 LJILLLiL?,Pl' (')2 Fl.SO&m%"?Ow sFYk�-%V-SM 2m)ON S 251.00 S 1,260.00
-8 El 70v(SW 1 1:m S 65M S '722,70
29 Ea B ag S S 65.70 S
Sjw�O:ur,Surl,,we Moma(MR�� rf)-s'm -
30 Ea USDO `:5? G2[Aj)SI:'EAKER Flush Moluit,70v SPK-LED-ENI S 297 00 S 267.30 S L336,f()
31 1 Fa INDD G2 LED SPEAKER Sin face Mount NIB)-,2.(h, spKj'EI).sm s 29700 S 26730 S
32 Ea ria; '0 60 S 47d70
33 Fa l8t) `'t Al N'i ITS,St,,imh�6 1,1 1 1 S�S F 1;0 S 830J0 S 83170
Plil uJSDD�W'S-E'%Wjldcd RuMinir Mfflel v Ulls-Ex'r S 2.7b5.00 S 2,488.50 1 S
SERNACES
S
35 1,a USIDD I, Station I Istallation I' S .,,002.25 S 6,30'2.03 1 S 6,302.03
36 J:at LISM.) 0::` lStaa4inn
31El USM) I sution I"StAlafin S"
I S
8 S
'tart 03
1, Station Configurati2n&S -Up
. ...... r.S(J S J,38�71 S� 1�245.33 S...1,24f
STATIONS 8 A'26
EXHIBIT 110004
T.,,,—i usm) I Station Project Myna gram ST_PN4 s 4 15 11 S 373,60 S :3"73.60
40 1". vS5 7 1 3 statiou Engnme I ing I Desi!un Sc I;vices ST-ES s 276.74 S 249.07 S 249.07
41 Ea USUD 'I Static n,Docu men lation ST_DNI s 41 5I 5 37.36 S 37.36
Station %innueamed(oflinq
:12 Ea USDD viuieciwah jj(umse and p-,imjcjpnj FRA-UTNID S s -
au:^dS9ra0.iCittlf Well fda`ataf7dt..
statko"Training- On-Silo,^Iii
Ali F,a mv o 0 Station. I Hour,I Vkil (-I Unilfl MuTi mtpgemed w "IRA-IIT-os $ 5 5
0ovaaa'3
Training-Installiflun Contractair)USOD G2
4 4] US D D 0'1Ce rd 6 ca tion 4I B D- ut,�r%1�I iu,,i p�o i�-c,:�I i fi d I RA-ICs s
3liseellancousff'111) iN
S ATION 03 individual Station Equipment&Services Sublowl $
tvidi%Man]Sta tion Shipping $ 99500
INMIDUAL STATION GRAND TOTAL $ 37,710-79
17RTO4X6-Qv1 SI'ATIONS 9426
EXHIBIT IIIc
ru�itt��"Staficin-Level Equipment/Services
y
ar lta ✓rr 1 x r �" o i J' V r „ r✓r lr 7r,.^,
F
[loam unit Nttr (�¢v Deruipliaa S"mmrk S"�a. ars List I us no 17owl tlntt I tP ib lbareea I:rt
STATION LICENSES
_ - Sun*Sm icn 1 orenvu.
Ll Ea 4iSOD funk,,fvrpfm VSDD uvoosliticamm iw VA $ .27.00 S 834,31) 5' 834.30
needed)
_.
Cit'4I0I3II E FSrAS d4I F'- 5n5Ir[Ya^tit c,I,i CnSw &Fgre ac
I.2 [:ar'i`a U7 U)D "24 :T" rave ifftrerd m MOO OO"moi ene h,i G ti ry ar. Vii'-sSI I'-Lll S
,a^^nteaat is enkew1v under r eat, na'u.l t icd reu.pcmi'mu mnwnW
s¢it^Ir Mt^,:curie aa',._;,w,4 alfai6 _5,n.ggic a7 dry„�Yut7 _LISI' 1
_..
PHOENIX G2-STATION C"ONT'ITCILLFIIt(Required)
4:nantr01 lrp to(8)pexupta,Ah
CS2 A'1N STATION CONTROLLER-
1 Fait t19,'tru -1, i 1'nwwer/Si21WV(,'saatrn�l up tla S twca'itnccraC'Ilcutartc S ?CI4091G1.f1C1 S' ICD„0041.04'1 S Ik1,tIC0.0&�
( ativns. 4 Unique Amaaantt*.'.aavadaHa
'2 Ki 4J'sii dl ':ICauwl,M1ti;nn11 I:ilr!.r A'rX t: 'S 54.00 S 48,60 S
3 Kit lWc Xu^ 54.btlJ S �
STATION C ON"T^ICCIT.IX11 OPTIONS
A'I^X.EA,ANSIC7t"S 6011' Allraaw%ahilily ter
4 Kil usoa) 0-I Powerl'SipnallCcinlme nth to 12 stare Ir:6pporal Remote ,A^l^X-t'=XI'" S 9r,fCfl6Dil7�S 5,4154,00 ,S
rn Haus P XP'
5 Kit asbala 0 Rack Mount bars _ NYX-1s� $ 54,00 S 4&611 S
f _ Kid LSDD "",Q ` Audio Extension Module AUD-EXf ;S 467.00 5 420.:341 S'
7 Kit t.�tiBtN) 0 Fiberl�T4 P4nciullsCl Pa'LB-1J 9-K([' S -1 wTL S 5 420,30 5
STATION PETlti"PTTECYAL OPTIONS
k Ir".a tlxn110 ,i �2 11Of.)'Mt ItR-M1e3'1'E Pvtuu3nleRR &53114111 S 1,647,00 S 3,2514,041
5 15n 1J'S13ta 1x11 Ttiaa palate Air Flusla--Ct4ranal _ RR-1'p 5 44x,40 IS 41,.40 S
10 ha USCDO - 0 - ER Btac,-Str 9e'reah i vw tlk ISlaslrnaCualt4_iutia: RR-1Js S 27H uS 34.:30 S
I 1 Iia trS011 0 RR Back-13ux,for ralta9-awall 4lhaslr-ineuntirt,t tar-klti S 86 00',S 77.411 5 -
12 Eo 1SSUD 9 C;2N1ESShC.FWICEl 011'Modu,le 1+'961 S 135701 S 11050,30 s 3150.90
13 (;2,slcN REM01 E M,1taahAe S'Ir S 553 Of) S' S2�4.70 5, 1 0451411
14 I'Sa U ua[ Cit IIDTV REMOTE M mInle(`l VA'1 la:<alatt's l 4"?vdol TSMC S 22.th41 5 645.50 S
Iry 0II1,n 5
1.5 La I LISD a 0 2 MESSAGE'SIGN.D etarel'I.L D(Giurinrasig to) NIS-C. S Sff.3,12V1 S 794.70 S
16 T'rt t)sm "0S MIISSA( MS-I1 $ 360.00 S 3',$4.00 S 2915.00
I7' Liu uSuav 4= CIS Adapter Pk1te,,VESA 00 NtS AtaPV V 100 S 60x00 S 54"00 S 2166
is Iha t SUD .2:11 NQS 7-ic-Shat n Oak)-iorou tu+v,"MSc wm . 0srt•srtwaS 27.470 tS 24.30 S 45,60
19 F,a US[au 2 NIS Nlcouw-Pia'k471alinv anu'la VRTr j. 28"00 S 2513.30 `u" _ -1,16.60
20 Ea t.dsaru -0"r-C;2 DOUBLE NIS KIT E,90-deg Mount,x2MS° 644-x2K S 2,065,00 S j,8550 S
21 Ea taxrau 0 r"G2 110 REMOTE wv/S In&8 Out ICIIT S 1,165.00,S 10411.50 .S'
22 Iia uxDu ::E,,, G2 Strobe Light P Rcd LED "int $ 900.1'911 S 450.00 S
23 7L50 S
2,4 Ea tSDO Il G2 Color
olor IndicattlruRen Remote
-U a taw 8 unie ua colon CI"IR S 4x aS 00 S `'00.00 S Id1.00
25 I n ta.reetw ',0"° I°w h H ur,tuuu.k rt,u°llreiµw u',,cd I al-a ptu,vA Sk988.30
90.00
2
S.
' (i ?,u h
� alas I^: +`eurlrt^o FvrduUluVia r-l",acv nu iY ,t aRtr:f art�l l��!,t➢'' S a li Pyla .y^ A8.:30 $ 9150,541
27 Ea bvgn 70v 90 10 S 25100 S 11764,00
28� Ea ee,roea ��;; o rr„L'e:-�tasr£�P,!sl,l'�Iv I 1rfl�tt2t 'J0r C33ti4 ,iri;-"a9'F.>^h„vt 5 .. a0 5 tn99.70 S 5591^54'41
w 1
25 Ea raa,xa °alp^; ^,d I)-SM c '"t tl S 65.70 S
30 1aa OSul) 17 GZLEI)SPEAKER Flush Mount, SPK-LED-FM S 25700 $ 267.3(1 S 4,544,10
3'l 1:aa taSDD 0; G2 LED SPEAKER Swface Rw✓aaruut(MB1.70v SPIK-LED-SNI, S 257.00 $ 267,30 S
32 Ea 'uat 1-1 1 urr Oartuu a,`1u tnae to 0 t: tc'inad n'I^Csl1t„ s'o"i0 S^ 47.71) S' 95.40
33 Fa 113D I"' A 17 1 i118 ,r otoal arcl +' s-s I D u(r S 830.70 'S 830.70
34 Ea -tlSTW) 0 G UT'S Extended I7.uulitue Batten, L11rS-YI^;X'"1 5 2,7000 S' 2,488.50 S -
STATION-LEVEL SERVICES
3:3 Ea 41.rDD I StationInstwall6on 5"T'-INS( S V2.11d.04 S' LI 175.34 S 19,175^:14
36 Ea traztraa 0station Ilefutdia tion p i.k)
37
Fn 41Sutt 0? Station lnstullaliean Su lervisitun SIAS S S _ S�
18 Ea tlSratr I; Station C'awnfi rnara9ion&Stam-1111!._ �ST-SU S 1 375.47 S 1,237.92 LS �(a237.92
ItR7C1tI4a6;;8eEl -BBbrsla 5;9aunta�tdVrl 3nwlTdUIrtlatiY`25) STATINS IllarfM
EXHIBIT 4tcv3
32S'I"-PINI ti' 412.64 S 371.38 S 37I38
10 I%ta k.i:4iaa'a V slafifill Irrr luu~G,a•ing R 1Dmi n Services ST-FS $ 275,09 S 24M3 S 247.58
41 E as cSDD L Strlfiou Documeartntion _ ST-IDh1 5 11-26 S 37.13 S 37.1!1
StartiunTrnirrdaa -L?wca 1`ealrnlsr,aar vr<a t4retlanel rlrrliarc
42 l.ua I.RSDD '4N 'vicdeo with face-Dation lic aa,w°,and putruipant "T'RA-U -NAD S S s -
`.s�CrsVnroicrnaWurtluckCicar.
" Stutimat Tmining-t,ker4l eeltnie.a n Qlar tine r rl
43 1.:a Lm) 0, Station. I llnur,I vi%it (3 unils,liaairvs'qarptdsted 10 TRA-UT-OS S' -
�cover 3 Airl5.�
rrairuin -[alvtl�ll atinam 4 orate act arP L�SIDID 4a2
44IllID—D
0.r certiiflicationt 11, )-evil,ire'ediodutra��inr non-,.oifiead RA-W s S' S
45 "8, Sliscellancousil'BD MISE' S S �
Ita wMWUMRE)S"4'ATION 04 InalivitluM Station E'quil pent'w' Servico Subtotaal $
; 6?„23 15
Individual Station Shipping $ 1,6 .00
53Jb116, .INDIVIDUAL'S[ATION( 2ANDtDNAL $
141t"I`Ulip(a,6ro�r1-Iflusy4 SaaBirrorsNl'1'CfaMtl,614; lh7✓^,y STATIONS I d trot'"76
EXHIBIT 11clv
R RT006 v I Station-Level Equipment/Services
............... -71771
-11—77
7,
1'-1 N., US Lim Unit UNTHIM—,
STATION LICENSES
(32 VOICEALERT- Sm&Stamm Lwmsc i
USDI) I One-9 emc,'PcrpeWM(ulkss rulihm is VA $ 927 OD s 83430 S 834.30
G2 MOBILE FSASAIIII- Sm&Dc,ic.hm.se Upw
L2 EwYr U01) 24'risreronesl G2-AIT-D1, s
P 1:1 OEN IX G2-ST ATI N CO NTROLI IR(Required)
.............
s I 8,00tmw
(-'2 ATX
flovvev/Sipial/ContM Lip to 8 peripheral Remote 20,0010 00 S 18,0IKI,00
1� S -54 GO S
TATION FowRoEuR-—_
fit 1,iS1a� —0 Rack Mount Fats AL
0 Base Plate 54 010 60 S _
STATION CONTROLLER OPTIONS
�rA'rX 7FXPAINI,,SJOINI',KJT -—Allows at
1 11 , "I " ""sa""""
w n ,
4 Kit usm) 0 �PowuiSignal/Comm]up to 122 more puipherai RcmAc ATX.EXP $ 6,660,00 S 5,994.00 S
W"I's
ptilons per EXII.
5 Kit USDD 0,,]RItek Mount Ears IVrx_E_ $ 54,00 S 48.647 S
T, Kit lstAudio Extension Module AAD-EXT 's 46v7101 S 420,30 S
ber LAN Modules(2) HB-LAN-KIT S 467 00 5 42x1.30
S
STATION PURIPHEF"I,OPTIONS
3n G2 ROOM REMOI E Modolc RR
83O.U.) S 1,647.00
_
USDD '0 RR Trim Plate,for Flush-Moom 46,�LLO 41.441 Y
10 La, usm "01 RR Back-Stram,for Sol�d-NVA flush-mmumi 27.00 S 24,30 S
T—j USDD RIK�Bat�k-Bo, for sofid-wafl flush-m(AmOn —i-11,01, 77.41) S
I 1aa 11StaI5 71—G2 MESSAGE REM TE MmILde NIR s L167,00 S 1,,050.30 S 1,0900
1J Lia tssrriT ", G2 SIGN REMOTE Module SR s 543 00 S 524,70 1,049,40
12 HDTV REMOTE Module(fV&�F,Ncu�cal 01,flo
14 Ea U'S D D 0 G O"hn" "I'Vit $ 722,00 $ 649M S
15 ha tirsTara e )
GZ MESSAGE SIGN,MpwILFD,( mmaSigrO 885.w s 794,70 S -
Ea t.7st7m 7777 MS-11 3
.PO.00 s 324,00 S 1,296.00
17 B USIDD ",2; MS'Adapter Plate,VESA ICK) ms-,%tv"r-viou 108.00
T."', umm A' MS Tic-Suns(Pair - oin twe Msti MSADPI-SM' S 27.00 S 24.30 $ 24,30
Tll F,, usm, NIS Mouw-AiOcAaaqLon to EE h V Ok $ 258.30 s 258A
20 Ea usix) 0 GZoOt,fIH,EMS,KIT jMR.90-de t,,Nlmml,OMS) NISAM 2,065.4,10 s1,85sm s
21 Fa I VSDD 0 G2 1/0 REMOTE wiS Ip&8 Out 1011 $ 6,W,00 5 1,048.50 $
Cz Strobe Light I Red
2 F�a ODD O'� LED STR $ 500 00 5 4$0.00 S
2.3 Fa USDD G2 Color Indicator Remote-kFi 10 8 uYl7igue colors CIR s 63500 S 57L50 s
24 Ea USUD I Fmh Bum)ii. Ou W) S ".00
25 Ou 0 90,00 s -
26 Ea AtIm J, stm,hd �M77 OP I S 88830 S 899,30
27 11.1 Om 's Rmn,[,a -AIT",Vvwheized sufflaLc )OV MIK I'VNM S 3at1 Ou s 252.00 _L_ 1,260M,
28 Ea I A3, ; sv,�ikci,Slamhud,��w;h f"luuml,"'Ov MG) M'K SID-HO s S 65 70 S 854.10
_Lan 7 7 00 s 6r,.7o s
29L 1:3 Bog,,
NIM� I I� -S I
LI) _us D t) (;2 1,Fj,D S PEA E ER-Flush Mount,70v SPK-1,Ff)-FM S 297 001$ 267.30 S 1,603.80
.31 Ea t sm) 0 G2 LED SPEA KER-SurftwMount 0113),70v SPK-1,FD-SNI S 2970) S 26730 S
32� Ea TIC 0 1 w-10V�I xmu;ht M NIR S s
,3�1 Iia TB_T AFX I,TS,'AmOmd MIS-ST) 04 S 830,70 S SA70
34
jxtcP(im i�"ntm,:natteiN ups-t:xr—. 2,765M s 88.50
STATION-LEVEL SERVICE'S
A a MI wAtIlled"n 8,271,44 S 7 7 4411(L
36 Ea SDD 0 Slation 14mvdialion�N/M SIANSI
Fa
38 Stafiogl CollfjgAIE±an/I 44aagm-11a � 1,229.1
19
RFTl'07111r taw(- I)isp&8Si,,iii(,)iisNili2.jL)w12016MAY23) STATIONS 12 W'2()
EXHIBIT qvcql
S-1-NNI s 109 70 s 368.73 S 360.73
40 Li fl sm) station Enginecring/DeOgn Sorvices s r-F",S $ 273 I3 S 24SA2 S 24.5,92
41 is Ul.q D D I,' Station D00j"Ientatima ST-I)m s 4097 S 36A7 S K 97
Userffechnician%lia.91reamel online
42 Ea video wilh lux-stalion hcensz and fmAcipaw 1:RA-UT-VID s s s
Slat-ion Training-Usuffechnicimt On-Site rai
4.3 Ea USDD Ci Station. I flow,I Visfl,(3 UnilMhmrs sugp,cstcd 10 TRA-UT-OS S S s
_
carver.
Installafion Contractor/USDD G2
Trsh�illg
W Taa USDD 17 Cc,rfi rw a t ie n cm t a��e,:t o, i oi vr i d 'rRA-IC 5
NfisceHancomq],131)
1CR7-0O6-Qkl- SFAFIONS 13 ul'26
EXHIBIT 31 -1'33
I IST006 v Station-Level Equipment/Services
all
✓ , of tF f�i� f,i f i �, ira E1 1 x tttAt/� � i a 1 a�;� is �r t
hratro tndm 'h7Yx., ,,rr',n ttrrcu a6xnv fest Nrr. U4 0.rxm umn 1 SDS Dirct Uni7 USDD Wr,rca 61�
STATION LICEN'SE'S
G�2 V'Old,"1.r11.,1'RT-S x.glc Stam on V.rstme
Ll Fa USDD One I'mu..9llerpe"aaual4raowlessrsrn8+uutlSM)modiificaliol. VA s 92700 5 834.30 5' 834,30
waevaBrmt
C:2MI1'JIilI1.E.F"titA1'"+rM1'i"'- Siau,x2le".11c,iretamenrc. 1lpto
L2 Eii,(°r USlrra24 _l l a¢.r.ra^.s Ter•a�l-�h acre efffftd rat 591.00 COSI e.ar3r a Y�rl�4.re y- »
- (>2-d11 L IOI. S 5 S'
",,k Boa 0;a.,rd uwk ea aladr,.I rcrx;a.0 air nr aytisaf '
idp,i�¢rn,.rr"" rci tiaGxi9e t(S,ctaraar d4,am rayslle,cl�ipil,
PIIO'ENIX G2-STATION CONTROLLER(Required)
C omrnl uw,p to(A)pvr9phtn h
I Kit usm) I Pta1.11S'i8,traal citral tip tai 8 E�crulaln a:l l�nrote '1"X s 207,0540.601 S18,000A S, 18,1h060.100
- -...t aiur�aras- �l ---.�...- .1--I--------.-._._.___m._...._.............._ ._..
Kit G:5Ut7 - 0 I3.rc&.Oa4maantlar, n'axL i4.DT',S 48.60 S
L'9rNtl°'69Yti' uA+"rx-I, ",s 5d 9,",p 8, '48A ;S
STATION N C ON'llRCOLI EIR C1P"'I"ICONS
ATX IrNPANSICONO MT -Atlows alra8atu to
4 kit USIM - I owa/Slttual/C oMiol Lipo to 12 more pCri,plici al Remote rA'3"VIAP S, 6,6010.000 S 4,4044.015 S
o rtimamta ser E?6I'.
S it usDt5 O'- It telt Nlrrtrnt li:aas Fs"TX-E 51,00 s 48.60 S
60 Kit US1791 0 I. Audio Emension.Cwlxidale ALJD LX1" S 467.101 S 420,30 S
7 Kit Usbr0 „0 - Fiber t.AN Modules(2) 9�CF4'-1_tiN-1 4'T s 167-00 lra 420.30 S
STATION PERIPIIIsI~aa2AL OPTIONS
8Ca 11WD 0 C>2 ROOM REMOTE,Modiale RIA S 1,8111 llll070 S I G47-I10 S
9 E'a� usr7D 0 ! RR 2 rilm Mate,ler Flush-Mountunt pa.rr S Its 4',40 $
10 Ira VS00 ,0%R11ftack-Stra s for solitd-wallllush-mountin* pR-k54 5 2700S 24,310 S
I I 1aa USDI) 0 RIG Back-Box,for solid-"ll 11uslro-rnsrt�nmin�� � RU&-U�li' S 81180S 77.40 S
12 6 tt USDD ..4 : 1.2 MESSAGE REMOTE"a miule Pv1It 5 1.167,00, S 1,0W30 S 1,01500,30
13 Ea US015 tl ' Gw2 SIGN REN1E1"1".E Module 911 8 58s.fa'0t S 524"70 8 :524,70
94 1?a 1141715 ,k Oaa2011I1DTV REMtt'TE'M uclule 0'15 A,,HcclricJ(Mitt 'Ir,-1t S 722.000 S 644.80 5
19 E.a U500 :,O 0,2Cr111,SSAG.E„sI(-,,N Digital LED GamrnuiSi n MS-63" 5 WAY) S 794"760 S
16 Ea Ustm) M4ESSAGE,SIGN,Digital Lf'D 03003rilc INIS-kI $' 360,00 S :324,40 S ',298.170
17 Era uslalr =2' MS Ada51rr Milo VO'SA l00 MS- DPT-v'ttia S 60P.t50 S 54"00 S 108.1111
18 L'ia vstaga y i.Ms"1"ie-atra 5 7a0t'-'aaiai two Mss hts.hCDtrr•s0`o.l" 5 27,011 w 24.30 S 74.301
19 Eti Us¢7U I�;: vl°r twi�iiujft-a""0.i liw a13kng:I on.i rruch tip,V1 a'?, it l $ iS'11,0,0 Is 2'58.30 x" 258.30
~ray E USDD to ;10-,1:2 I>fA1,1PaLG NIS tal'1 JMR,90-dca 90-dc9vimunt„x2M IS' MIS-2ti,2IC S 2,065 00 S 1,858,54) S
21 latr kf4n 0 '1132 1/0 RE144OTET,eal 8 In&8 Out IOR 5 0,165.100 S 1 004$.'50 S
22 Iin usGata '0 iMatarbc 3 i3ihtTf C1 11.3 Lr 57'It S 555 130, S 4517.00 5
'23 6',a tisastr ,0, lor lntlictator Remote Cm B unit ua cr5lors CIPS S 635.011 S 57'1.5w09 S
24 E".a t,WE) I ; 1°aNk Is¢rr�fairi Saowoalsd v Oi as kl G�Wy � 3 9'OO 5 '0,010
2,5' Ir.a 115171 0' -C'r3.11 Nlu,�t..1 i�a�revauu n7 00 s�..EM, S G`0,0,r S 00.00 5
"26 Ea. Mwl I S '41u hat r�raa alshrFwr"f' F'bur,xl °,!tarrxi,,t'r9 ANAP s',Oxo S 8818.30 S 888.:10
27 Ea lung, 4- Speati_r-,Al'I''".Vu.ulhvnz,"cOf-"s i)O SIrr0,a��a.70"v yt! 9� s 252.00 5 1ti5�1.2.0,0
28 Ea mDiin I6 sv, .lxr-°�pttrhsVo�cr,1 1 tri Ps"v"lomit 7C)v( 61 wyl K,-S"C t5- "e1 CO S 65.70 S ',0951.20
205 _ Ea -t9aw, 61' i. »60.w�u�rriY L,,1564-,�i& 017,k, hw _ Si .s IGw SM _ `°00 4 _fi.`t�70 S
5gti Ea t�rsi5aa dI '[G2 LEI7 SPEAKER-Flush Motu 9.7'0v�� tiI'I1-'LElI FrhW1,_ S� 297{kY S�267.30 S 2,33$.10
31 Ea (,M)D 41' G;2 LE1b S9"H,.LI{ER-Surface Mount(MW,70v 1 SIIK-I,I°,I7-SM 29700 $ 267,30 S
32 Ea TIC 0, Yu,i,Itmriet 'SrrinDil1,+"OV Fmcmal )4;1Ib00; I, w3(10 S 47,70 S
33 Iia ITM I ;4 X LTS,Sura al,mi 1 PS-S I l:) s Q'!Olio S 830.70 S8300-70
34 Iia USDD 0` UPS Extended Runtime E�aiteav Er -hh"1' S 2.'74,9 00 S 2488.:50 S _ -
STATION-LEVEL SERVICES
35 Ea USUD I r Station[nstatllaat'imnm S t'-INS F S 8.4760,15 5__kd q,7.1-.11.,
36 Ea. USDD 1I' zttrtaman Iterctuealintio11 Ni 40 S`1"INST S S ra"
37 E at B!5e7rm 0'; StatOatt 1n tn0at ora supervision S`AS S S s
38 Fa 7St D I IStation Configuration a4 Start-11R_ SIA lit I S 1388 61 S 124%7'5 S __.1,249.7'
1 RIT006-OvI-11)i,paAB'M59ati5n NP20 Cw$2060 1 3, ?.1'y "i"Y"ac'a"I"ONS 14 of 26
VICI
EXHIBIT
V) Ea LLSDD 1, SUItion Pl:d(Tt
Mallagellient ST-PINI 4M,58 S P4.92 S 374.92
40 1z
— �A UISDD IA� Station Eo!a�� n Senices 277,72 S 249.95 $ 249.95
4 USIA) [" Station Documentation SIAM S, (1-6—% 37.49 S 37,49
Station Trailling-Userffe6nicia"virj;m'eqmcd online
42 J�
,a USDO vitt as"ith per-sialimi hcense and pai0cipam s
regisTraii(IT verfficafion.
Station Training-Uwrn'edmHuTi, On-Sftc aiam
43 1..,
A 6E8atata 0 Stafioji. I I lour,I Visia.(3 Unk,,/Hours sugt owd to TRA- YF-OS s s s
1
44 Lf�,j LuISDI'l Certification 1131�,�onk sfvsmg wyl-cullolfied TRA-IC s S, s
E, U,P) 5
litilf"a a oil AIR prilen
firidividald Smion Sbipping I,i46M
JNDWITRAL,
,�J*,_li'j JON GMANDTOTAL $ 39,737,75]
STATH)NS I S of 26
'.t_r ., rr 19CW9'
77 7-
7 -777
Nr rn tFa4a ik3tr t cru I LIS ljtn t'naa I USIM ffi-1 O."t I USIA)TLLr 5 C::at
STATION LICENSE'S
C;2 V(3'1C EALEAT-SmAl^.Sloxuo-,ror 4 icrrowe.
p..N Ea Slbf"w 1, cane-9 iareraA'E e°ryrue.a1 N'saor9rc^s5 b"evutkrrar USDD mareN¢frcatu ru is !`,h $ 9 7 00 S 834.30 S 834.30
neiriedi
G2 6IORILF FISAS AM'• 5uuS1e ED("IN'LAeroa+,r Ul"acv ................. ....,-...._,,,
5Araker ,fu 5H Xpara utteac.Jas50410vast aaeta r 4 o
1..2 Fa/Yr i15t5ra 2 s G12-AI"I'-IYL,, S -
_, y,fc��Yl^r:.laf•�VllI,Unu.u;,a u449,.f101° of 441tt1:o•y,AsfP lir.nllC tdl
'arrp.prr tic snw e �,St,;.m,�M9a ivilr._�.4.%�'.a1.t+n.��.R.17S1rP�klu9.1!�,. _ _
PHOENIX G2- (Required)
t'owueroN aqa to t8Y�,er(pBrw,rista
C:2 A I'X,S'I'A'I IGEN CONI'ROLLER-
1 1Nit US9as) 'I i dower/Sid!7r>aI C'milrnl¢ip ars 2 Bat"ra'lahcraal Rcivrow ATX �N4,IDtY4N 1X➢ S 18,004r.01) S 1Ik,17N4t�1.1N,6
C.4axeaans. 4(hater _Agar r/✓'co-aaes available.
2. l.lt u5aaur ll keack Mount Barris ATX-at S54,00 5 18,60 5
Kit tis'lex BI i 15sgt I�'lnte i'x-t� 54.410 5 45.G0
Bi"1'a°"4'BTION CONTROLLER OPTIONS
ATX EXPANSION KIT -Allow%nbilily To
4 ltitl USIJO l) krnaver/Signal/Conuol up to Y2 name pesipalaeral Iteertaw A I"X-E;X.I' 6,x,6000 S 5,994A S
alarms lier F X'I'..
5 K,it
USIs)ax 0 dRa,ask Manal Fats A"I"X-' 54 GO S. 48.60 S
to Kia ! 05ssn `-; Andi o Ii':xtension Ndlarlule .� .... eA.t D-EXT S 467.00 S 420.3!) S
7 Kit USD D 0 Fiber LAN MMulrs(2) 1 BEI-I,.A14-KI"R" � 407,00 S 420,30 5
STATION i'B?F2IMIB?11A1.,OPTIONS
8 Ea I LiStatu 0 i C"2 ROOM 9RUNIG3TE Mau. de � Itl� L 1.,6-1740II S
/ 7?aa a.rsrraa 0 " S8 i'rim plate.91)r Flusla-Mount ky,:I"P $ 46.00 S 48,41'1 S
10 I.,a� 9/'M) 0`: Rik 13,atk-Stria s,for%Ad-evawtl flushmounting Nt¢-t'rs S27.00 S 24.30
11 Ei MDT) 0:! IRR Back-Box,for solid-avall I7ush-rercou!min t' t'��n RR-BB S � 81"a t&(9 S _ 77.401 'S
12 I".a tADD 1' Gil N,11:SSsA(.E Idl?.iMOT"E:Mrrllule MR $ I Av 00 $ 1,050.30 S 1,050.30
I3 Ear Us m) "0".: Gr'MON REMOTE,MludAc S11 S 583,00 S 524,70 S
14 JAI USa90 0""' C2 IMI A'RE:b10TE Module t, '� A.lluasct Tr cal Oea4IC° lA 1R S 722,00 S 64!).80 S
hvra9lm
Ia Ear USDD %0,; (s2M .SSAGESIGN,tis`,it°alLED(GartaataaSB,n) NIS-G S 861081 S 794.70 S
6 Fa USDIP -, ;' 9419^;51SAG E.SIC"1N.DI Jr.al I ED(E4etallrite) NIS-13 S 360.00 S 324.00 S 972.1!'$)
17' 1s,ta N.twu6 ..2 MIS Adapter Plate,VESA IO? Nts.r,tar7.4riuua S 6000 S 54.00 S 108"00
18 lin u5m) VMS`1`ie-Stria as( air ain two MSS S 27.00 $ 24.30 $ 24.30
le) Isar US01) ,'-1,!J MS"w4onm.,hs"veasVaom,,P�a„re.�aeh ;-s�a9 -ARI"-I, 1. 00 $ 258.30 S 25,'630
20 l?a TJSDD 91. Ga2I1G)ID931.,1;ms9wIT Mtc,,90-dc Mount,x2M:S MS-X2K S 2,06500 5 1558.50 S
21 171 t SSD ,. (i2 110 ItENIC"11',ml,/8 In,$!.$Oill ICA9t S 1.165,00 S 1,7148.5fi9 5
') r18tart 012 Strobe Light I IRcd V F,D SIR $ 500,0(t S45!).00 S23 _ 1!a U50D ff (r2 C otor Indicator ltemme-U 7 to 8 upkja ae u�elclrs ClR $ 05(to s 57L50 S
24 lu s.] t70 9`<; Oi<<laNle.att,aur.a`t,raelC;vra411"patihl 91 5",r07fy 5 90.00 $ 9(1. 1
25 Ea UStDrD � C1=,`, llvudr Dult4.n. Io 60 S 90.00 5
26 Fax Gars 1 (,ndiorw,s.n;lam ,1'w1I S Qa'rho'$ 88530 $ 8148,30,
27 I1-a 'Sv, q-';- h rcaa.xr .%vl),smlAcar,'lov, `r1"LL ss,.5 Nr S ,NO j0 l S 252.V.Nl 5 I'IM18,00
28 4s.a 0 rg? t sl,cr a ,,i,rrl to .G la,,h ldou u%)Of p58:5' S,PK-S 9 0-R"ll 5 rill S 65.70 5' 525M1!a
219 a Pop ,:0 e svv^�B..ea'-Sarva e"Ors;ros4/'tIITy M, MIK!-Sl DS"NI w __..-/9i S 65,7(1 S _
119 1?a u5ta9u 2; C 2 9,1,.TT S9'13,1KEIR-1 puslm Mleouat9,"lfkw SPK-1,ED-FM S 2°17.06 S 267,'30 S 1,871.1.0
31 la,
7755 ,19;,, G;2LEI)SPEAKER- ua°N'ae2lcnua9tita[13.7CY PK-LED-SM 297.00 S267.3'0 S
17_ Earix, 0,' Ilsrasti�a„ntus.;l,rdang ar i d.b xtWw�rss! Xa I.'1d2 4 $ 47.70 $
33 1 M) 1". /d X ,I' Sl;nv,1_rd 'sPS 1""I I t _ 5 00'G 830.70 S 8301.711
34 1!ia B,tirJt 0' R.1I'ti I-mended lLuratinae Barrer), L)PS-EXT S 2.765,00 $ 2,488.50 $
s -LEVEL SERVICE
3S 1_,a Saoaa 1 htutiara Irr, allart�iawIt _. S'I"-!xS^1 $ 7 44 501 6 6.!x!0!015 �6t0.9t5
36 Fa USIxi 0°. `station 9Reanediatioti "S"'e'49 -...-..SI-INS'1" .W.-.. $ - S� � - I S
37 1 i tr ratu 'O u: Sta9dmaaa Irastadlauiaan Sn avisloma ST-IS S S $
18 I1 r 1151 N9 1: "latioat coni urafpan h Sart-9,1a S"1'-"all' S 1,284.33 1 S 1 I�,20 $ R�15�211
C2.tR"1'fl10Qv-Pbard .11)stoRl6i0.'nticauSiVd'➢°t:nr'nwt V9}C'aM1lr'2.4} 5'L"1+.`9IC:NS 16s1t'M
EXHIBIT "C"
I os Dx) ,I station Proiect Numagenlent ST-PNI i5 388.•40 S 345,96 S 3,45,96
to I fa u-sk)D J stalian[,`.nZineering/Design Services ST-ES $ 256 27 S 230,64 S 230,64
Station Documentation -19,44 S 34.60 S 34A0
41 ra LSDD 'I SlAYNI
4;ta lion TraininUser SIlealne(I ollfil
42 14 a USDD vi&m,wWi,par.stakion Fecase and pwlA`cipmlf TRIA-l'1'-VID s s
Statimi Training-UserfFechnicign. On-Site(i,,
43 En US 19) B Stmfinn. I 1,10tW,I VjSjt
ggested to TRA-11"1-475
cover 3 shift
Trainh4�,-bislaftkm Contractor f I ISDD 62
4 J�
LISOP TRA-IC S S, s
corquicua 1 ............
45 �Ea U5DD 0
$TATlUh1 f17 Individual Stalion Ewflptnent&Service%Subtotal S
B 00
34
Individual stillion Shipping $ B66.00
TION GRANDTOTAL $ 35,721,34
INDINIM�Al,Srlll,% 35721 34
RICT ONGJ)y I- (aN,IAYZI 1) STMIONS 17 ol'26
EXHIBIT1,11C19
R111'006 v I Station-Level Equipment/Services
Mp
77,
30
.
/�
,f, .
iauaa Unit�ia Abtn f aw 1)umca enu
`"I'Al ION LICENSES
ES^a
G2 VOI(`I.ALERT.. S ,,Ee Simian1.ia^a.nw
1.1 Ea uwD I fins-,"h malaria,wd(,,Mess Cuao huh 4.1Sf)1M nat ddlenimm is VA 927,0D 5 834.30 5 834.30
meded'1
G2MOBILE FSASAM'- Snallefisaa.w.Licen;e Crim
L.2 IaufYr UM) w
2.1 L eav-Ax Pcra
-Al X as offeire�ut m 50.01)c(m enalv ,S r,;;
EXHIBIT Tvctv
3ra Ti:a CE 6b7J 9, iStuti�rrro'Prr'ecf 9WTnns rrraezrt _ _ sl,-PPI _. fr782 S 511.N14 5 51L04
447 Fa V.1S1JEr 1, .7t11tNra9a 5 in.anrtkt,l llc.i L§cnice�..,........,._._.._._._._ ST-E,S s 37td-) S .�NCr r�9 5 340.69
- -.
41 La uno �va'tantivaa Documentation _ _ ST-DNI 3 56 78 5 51.111 `S�w 51A
Station Trahiin-1.4'aerfrechnirimn vta streamed vulirac
42 hit USIA) -0 -i Iden xvitl'a pet-sIZ&Oar hcunwa•and Na.rrla ijtaaarl 'I RA-1.71-VID SS 5
-".�sr.nstr'ts¢iaymniveai4oc�ttiaarxi.
SttrtNorr"T'raiwting-TJser T"ecdrnice ua n Si�u.(it,
'43 N'a U.SD a 0 Statiaara. N T6parr„1 u,Mao.i3 V„lmait $$uatri s sure te¢N t¢ N'k2 -N.D'T`-f7�S 5 3 $
Cruairmirr ,-Installation Contractor/USDD G2
44 P a USDD 0 Certification(I'K)-c I v it as anv rtrrn m 0fi(d 'I RA-IC h s 5
(7tl ef.b,'It7
i—DD ”M1lmvePHaIteanmrf1,H1) NIISC; S'
I ]ON 46 Individual Station Equipment&Services Subtotal
1i]1VrTT1flAN.S'1' "C1C)P1C"FGti `6D1„f>"l`MI„ a 51,553A
Nrtvrrl°tx1itnSN4lir+ S 15504
.S3
4a
kt'k."6`tNClfr-{wN-VI,Dd^,;rE't5lzitrcrt',Sl➢'d't.i�waQ?ltiNti4l"�"kaR ';3) SIMIONS 19 asN`26
.XBIT to rot
ALI,STATIONS/System&Seo-vices/Ikuri ging Total; S336,602.26
,ill stations I shippirth/Running"I aattrl 59,852.00
Grand Total/ taction- ev l $346,454.26
II�C1rrr IIOt s.
01-uwesefomcificaVly detailed in this prroavwaT'taro in*;tMalron by USIXI o�R's is tassurned or prooded.
02-Because Mese aro mission cotrcaal syswrim,US DD can only warrant and sull poet sy gaaraa onctralled by G2 Tralrned and Certified Conod ar.,taartn.
O'3-USDD D can,stance,quality,train and ce rraty Lcr of Licensed Regional Subconitrators whore needed ....m.,I
Cha-Inslalipatiomm wrarranted lay installation contnscdw G2 FSAS warr:antar�d,serwtred and suppont+ed by USDG
or Lhoess spe>cdtically detailed in trals pro po al on §allaWOon to ho perfanned dualnrd nornnaf wCarkiog fronts
0.36 Unless specifically detailed in Ibis pr o !o no p;rnnt fees oo material charges,have Yaeen included
d e Unless specifically detailed ioa lhis, rrar no. man mm
oval no or pe.nme.¢9azatton Ives Inew aassurned or included
.__. __ ......_. .,,.....,.w. ._.�.,_-._ ---.._. __..._. _......_...�... .,�...,......4
CS Urkss specutrt.allyr de laded it)this propm1,no bands of any type iperformamp.,bidhave been assumed included or budgeted far in this ptoprosak,.
....... . ..... .... ._...,.. ,.„,_ ......,.. _ _._ ._.. _....... ._w.w..-. -- _....,_...,. w��W.�...... .__.m._... ..,., .._--------
DCA-USCafd FS,F.S Equipment to be made xavaitable by owner to In.atMation Contractor paaor to can 1440 arrival,
._._........... _.._.. _..,,.. _.,-. ------- ........... ..._........_,._..._...,.___w.
1.0 Sdrurlurat hackling for system deOc s and other milluaoarkGoya others
'I I-if applicable,Cas.Csnivel Shuloff Valve Adder ldauna(lo USDO and irts.tallataraa contractor)must he signed prior to dnsl allaatuon.
12-All elechical power,'ireciudinq(but not Iprnttr d try racewvay,condulk, backbcreseMce panels,iil;gh-uolt:age wiring and iuxlotes by albur5
112-Ait co mmunicalions padnwey dntraastrvrdure(network,radio,etc.y by offiears wleaa specifically detailed in fts proposal,
'IR USt:VT'2 rarmrntvM wtaaxaant snot supprecsrG anay aaanta Yaerhysh+dd(;trd t�'aaolyJ sy staraw or v.,oranponent we are rmaclaedced�r orrkaYgja'a4ta wa4th,
IL1t'I"a1'0ra-0; I-ittrsp&B%catieustdPIN jov(2f9BtaPw@A`s':i) S.C"rhi'ONS 20of20
EXHIBIT TIC11
US DIGITAL oesiGns Q.L0TE
1835 1'.Sixth St,Suite#27
Tenipe,A rizona 8-5281
1"7-3'51-V,33 id Mt)290 1892fi�v -----------
..........
QP T1 qt ELM.
City of Round Rock,"Pexis
Hre Station Alerting Systern
�1G A I �Mobil e-Level Equ ipment/Se ry ices
�W,
For each year the FSA System is under standard warranty or elected recurring support coverage,USDD would Ilke to Wer our
G2 Mobile Station Alerting App to those customers at no additional cost(in groups of"24 licensew-ptr-A'FX-pttrcha%cd). If more
than x24 Device Licenscs per A'rx are needed, or Ifthe warranty or recurring annual support coverage have lapsed,than
addi6r)nal costs(below)Would nect�l to be assunled by the Customer.
Number of G'2 Mobile FSAS i1j.)jj Devite Licenses(Uwrs)Requested: 1)2
Number of'Sta6ons(Structures/Locations)"'4hin the agency to be Merted: 8
Number of Stations to have ATX Station Ccoaroller Instafled: 8
IR11
Number of Additional Lic"ises Needed(or sur)lues ficenses available) 0
APP DENICE LICEMES-REIJESTED
APP 0o��S—�82�Im400
IG2 MOB114,FSA's S�rq�le D(n'ice
FT-/YT, USDD 92 License. Per Yew Cost (;2-Mll�DL S 480,00 �S 432.0O S 82,944J)0
APP DEVICE LICENSES-INCLU, ED(x24 perATX while tinder Warranty/SuppCurt
l_
USIA) ,;t92
9 1211,14;2 1101111Yme FSAS APP CREDIT- Sgngle C2.UIP-CR S 4432.00) S (82,944,W)
'; I Dovice Ucc
UL�111y' II I I
APP DEVICE L,[(.,ENSI-,S- NDDITIONAL NEEDL., Ycarly)
I TEV—Y'T usoo tyIDewce Licvnes'1-100 iW/rno.ea') 1AIT-01-100 S 6W001 S 540,00 $
Licunses,Wl I S 480 00 S 432.00S
2 Ea/Yr .500 4$40/1110 ell.) APP-IM-50i)
3 EaNt USI) q1 Device Uceirses,5W-2,500($25hrro.ea.) APP-DI-25W S MOM; $ 270,00 S
4 L�VYr i,'5DD :,q I)cvicel,iceti�s,2,501-12,5(I0(SIO/iiio,ea) UIP-1)['42500 S 120.W S I W(H) S
5 f,a/Yr USIX) 0 Device Uicenses, 12,501-a2,5t1(N ca A I'll-I)L-62500 S 60,00 S 54M, S
6 Ea/yr tNm) s-0 DeOce L.icvrises,62,500-(S2/nio.ca.) APP-DL-625t1W $ 24M S 21.60
(.2 MOBILE FSASAPP YEARJY TOTAL S
NIUMRER OF YEARS ELECUED FOR THIS LICLNSE 431101311a I
G2 MOBILE FSAS APP SUBI I OTAL
IM'1006<N,I- I 9)isi),�SStsitionsNilil(i4)v(2016MAY23) MOWLE 21(A 26
EXHIBIT 11cill
Mcibite Arip Ony Avai$ablv to 0immum thriq,USDD's 62 COmmumcmiom Gateways interhaced to a lbumd
11c a.; Note d iat if cuslomet ckchnes Recut inn Annual Suppon Options,
tlwn They vfll have to pay sepawdy fm the App or i5offeighl ability to use the G2 Mobile Alerting App Any&,vialion
front device hcen;e numbers fisted otxwe su�jccrs pmposato change.
RR'l 006�Qvl •I I)i%,I)&SStition,isNPII(',ov(,2f�16MAY23) MOBILE 22 of2f;
EXHIBIT "C"
US DIGITAL DESIGns gi Lo-TE
4835 F';.Sixth SL Suitt#27
,'Vnlpe,Arizuna 852HI
V7,551-873.3.5&,J "04VU-7892.ja, M 1151231G.ta
T,xp iris: TIMM
City of Roord Rock"I'exis
Fire Station Alerting System
I
M
MMMIRecurring Annual Support Options
R RVOI 0 6�v I .._
w'rou I'!V m11.t Cilut l tod h0l V all 03URYX N0,JWl Cid 1%,�,olld A f't Y Val o I!"mll Ing d ,,,a rm I',
Olit Ext
STANDARD Annual Sutm(�)r Options
ISTANDARD1 fat YEAR MWORT No Cho rge-I ocloded
u s m) I relepholic I Rer rare Access Support(8100 RS-I V R-ST0 S 28,415,70 S 25,574.13 in pul Chase
AM-5M P%J MS1
ISTANDARDJ ADDITIONAL/
RECURRING ANN UAL SUP11011T
2 LOT i USIM H OPTION(VER YE%R)Telephone RS-AYR-STI) S 28,41570 S 25,574,13 S
Remote Acc"s Support(8:00 AM=5,00
PM MST)
SUPPORT OPTIONS TOTAL:
Suppml Agreemems suc�w to diange ifseamn ricsip is modified, For additional dmils,p[O rase i cvcw currem USDD Wanaray
Statenievi air(]Service Agreeirrent
RR 1,0064)VI-1: HAI A)'21) S1,11111OR 1' '23 of 26
EXHIBIT 11CIT
US DIGITAL DeSIGns r-,
E
l8351t;,Sixth St.Suite 1427
rtrupc,.lrpxuna 852111
V7 -531-N7.33eJ480„,�Pr-",4'"a.Tfnx DAT +iZY16
.._
.. ._,....,_... .. .,..,_... ..._.w......... _..... _. .. . ... ........ ......__...............__..
Expires. fill 9/16
Mita;uta-�,€J11krGl-1�i�E CY_;I,"C1:
City nF Rottnd Rods,"F°exax
F+"im Station Alerting System
(urdess otherwise noted,all prices afe,54,8.5)
Dispatch,-Level FSAS Subtotal $. 55,06&94
Station-Level FSAS Subtotal $ 346,454.26
(x8 Station Locations)
Mobile-Level FSAS APP Subtotal
(see'Mobile'seclirari for more d tK d,,
Support-Level FSAS'Subtotal $ -
(TBD By Customer)
NPPGov Pricing Total 401,521.19
V1,01)t')2 '+bdfflr.1,SA t,ptw,
(rtdiDD has di:vclttpcd the new 1"'hcseaux G2 FSA hs(Anle Applicalirrn(ilio"App")to provide a remote
extcr Ns on of the customer's ex,dshit g t52 F5A8."I'lic App as su ppuncd by Apple and Android device.
hv,App wxrll inerlhce with the Agre:ncy"'s CAD ttr send strnuhaancous iuobde alerts,including clisrunch
announcements,achndnmstmatuwe aaleTis,t-C stipip o"usrtificaatians arta appNeaation update tacrliftwi nns to
authoiixa"d liersornrel via their smtaanphoncas and aatrlcis The App al irs perscrinat as uidividuals or
groups ie ES,saulions battalions,districts,cic.,l r4mcvw r they are,making it especially ideal for
volumc¢;rs and reserves. 'fin„,mo uile inerts prlapx the sante tones as diose in the station,show:,incident
location using the device's hut'li-in mapping capabilities and cnatrdcs ureas,to sane nartid"ucahom for
future refercncc and Search for ptreviotrs notifications. In alrhtiora the App provides an ears,}-aaecess
esraail atddres arrnd lrir 3uc lurak ticr lee^aE➢"V"swiprparrt. Each ATX Sizurvo C onlimhet w+iilI emrahle x24 App
picern, w mt tam utlyditiunrvl ahtary�;wlittle idie'Sd��steixr is unalcr wwarranray or strrmoa scrvtce Arid suplroa-tl.
Aadahtional licenee:t r.aw be olitainecd oil a,spiclinp,coast scale. h should be noted,howweacr,that the.
petftirrntauce of motive alerting is sulriect to Tier work rchsthildty and Coverarrp.
So your eventual needs will he dekennhie d wwheri yriu let us know how many device h+cries you would
need„versus the 24 and cumently uancicr warranty or suppsrat. As
longas the priciraseclrnivubled ATX Station Controller is cuncrnty"Wider warranty or elected recurring,
attnw l asuplxart,then there is rasa aaddittonal annual cost for tip tea x74 indtvidtaal device licenses for the
G2Mobile FSA App.
lilt"1't')G1ti-6 vl-lt2isp5 t tatiwauishtlif ewg;?111GhGsL'k "i SE,, TION"3OTA,@,h 24 cad"26
EXHIBIT "W'
US Digital
II�rc���
I.ND USER'S ACKNOWLEDGMENT AND AGREEMENT
This land User's Acknowledgment and Agreement ("EUAA") is made by and between IJS
Digital Designs, Inc. ("USM"), with its principal Place of business at 1835 Fast Sixth Street,
Suite 27. Tempe, Arizona 85281 and the following entity ("End User"):
City of Round Rock, Texas
Round Rock Fire Department.
Attn: Angelo Luna,Administrative Manager
Round Rock, Texas 78665
Telephone: (512) 218-6625
Recitals-,
4a. The Public Procurement Authority ("PPA"), a subdivision of the State of Oregon, issraecl
its Request For Proposal ill 425 ("RFP-).
b, USDD submitted its response to the RFP on December 8, 2014.
c. The PPA issued a Notice of Aware] on M arch 6, 2015.
cf. The PPA and USDD1 entered into a Master Price Agreement elated August 2.1, 201.5
(-MPA") for the purchase of USDD "Products" and "Services" (as defined bele'),
which agreement is made available by its terms for use by End User.
c. End User has or intends to enter into an Agreement f`or PUrclaase of Fire Station Alerting
Syste.rn ("Purchase Agreement") with USDD for the acquisition of LJSDD Products and
Services under the terms of'the MPA.
EXHIBIT "Dot
f, USDUs obligation to perform under the M]" is contingent, in part, oil USDD's receipt
OfEnd User's acknowledgement and agreement regarding (i) the "'Warranty" (as defined
below), (ii) IJSDD's retention of all rights to its '"'Intellectual Property" (as defined
Ni beloNv), (iii) the software license set Iorth herein, (iv) the terms of installation, technical
speciflications, and scopes of work, kind (v) other terms and conditions necessary to
facilitate and govern the transaction (collectively "C"ontingencies""), This ELJAA is
intended to provide that acknowledgenient and agreement.
g. End User desires to Purchase tile Products and Set-vices described in the "Quote" (as
defined below) through the MPA and in accordance with the provisions of this EUAA.
Therefore, in order to satisfy the Contingencies and Facil i tale the transactkm, and for other good
and valuable consideration, the receipt and sufficiericy of which is hereby acknowledged,
LJSDD and End User hereby agree as follows:
I Definitions. For purposes of this EUAA, the following; terms shall have the following
ineartings:
a, "Additional Set-vices" means any and all services performed by fJSDD at tile
instruction or request of End User through its authorized personnel, including
any Engineering Services that are not specifically included: in the "Scope of
Work" (as defined below).
b "Communications Gateway" means the pair of redundant servers used as the
master communications hub for the Sy,,,,.stcrn as set forth in the Quote.
C, "Dispatch Customer" meatus any fire district, department, station, or other agency
for which End User provides dispatch services.
cl, "Engineering Services" means engineering or project management services
performed by USDD's employees, agents or contractors directly related to
planning and documenting the layout, design, project schedule, installation, and
Functionality of the System as a whole and at each individual installation site.
e. "Gaal l Audio Interface" means the proprietary USDD VoiceAlert Radio
Hardware component integrated into the Communications Ciateway.
E "Hardware" mearts a physically tangible electro-niechanical system or sub-
system and associated dOCUrnentation provided to End User by USDD, provided
however, that Hardware shall not include any televisions, monitors, Wads or
computer tablets manufactured by third parties.
9• "Intellectual Property" means. any and all rights of USDD related to USDUS
products, Software, and Hardware, existing from time to tirne under patent law,
2
copyright law, trade secret law, tradernark law, unfair competition law, and all),
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 effect worldwide.
h. "Products" means tile Hardware. Software and other tangible goods, equipment,
supplies and components included in the(,LKAC.
i, "'Quote" means the document attached as Exhibit A,
j. "Scope of Work" means the dOCLIrnent attached at Exhibit B, Scope of Work
excludes any goods or services to be provide(] under the Service Agreement. I'he
Scope of Work applies only to the Products and Services included in tile Quote.
k, "Service Agreement" means the document attached as Exhibit C.
1. "Services" means the installation, configuration, startup, testing, training, and
other services set forth in the Scope of Work as lirnited by the Quote.
rn. "Software" means software programs, including embedded sollware, firmware,
executable code, linkable object code, and source code., including any updates,
modifications, revisions, copies, documentation, and design data that are licensed
to End User by USDD under this Agreement.
IL "Station Controller" rneans the CPU and related computer components (whether,
USDD's ATX or ATU model) to be installed at each fire station aas described in
the Quote.
0, "Systeni" means all Hardware and Software purchased by End User through the
MPA or directly from USDD under any contract, purchase order, or arrangement
that is used exclusively by FlInd User as part of its fire, station alerting system,
including without limitation the "P(Ys" (as defined below), provided however,
that the term "System" specifically excludes any components, hardware, or
software provided by third parties, including without limitation End User's
cornpUtCrs, lap tops, computer peripherals, monitors, televisions, routers,
switches, operating systems, computer programs, applications, internet and
network connections, and any other parts or items not provided to End User
directly by [JS D, System also excludes any consumer electronics purchased
through USDD (Such as televisions purchased for, use as monitors or signs, Tads.
cornI)LIter tablets, trionitors and like merchandise),
P. "VoiceAlert Radio" means tile Software that controls the GaR.1 Audio Interface
and functionality of the optional radio alert systern,
ci, "Warranty" means the,New System Warranty attached as Exhibit D.
3
EXHIBIT ItlY
r. Undefined technical terms, specifications, and acronyms used throughout this
EUAA shall have tine meanings generally attributed to them in the fire station
alerting industr°y.
2. Products and Services, Upon final execution of tlae Purchase Agreement and receipt.
of`a Purchase Order ("Pty") From End User f'or Products and Services described in the
Quote, C.fSDD will provide the Products and perform the Servicer, pursuant to the terms
of the. Purchase Agreement, this EIUAA and the Ml,"A. 'Flie Quote is subject, to
correction for errors and ornissions, including the omission of any excise, use, or
transaction levy, use fees, access fees, programs fees, audit fees, or other casts or
reductions to the purchase price imposed by any code., statute, rule., regulation, executive
order or program not specifically included as a line item in the Quote. Upon delivery, to
End User's site, find User shall hear all risk of loss or darnage to any Products occurring
thereafter.
3. Invoices and Payment, All Products and Services identified in the Quote are being
purchased by brad User through the MPA. invoicing and payment shall be in accordance
with the provisions ol'the Purchase Agreement,
4Design and Installation Services,
a, Within :fit) days after the execution of this f~LIA.A or LJSD :?'s receipt of l-,rid
User's PCS, whichever is later, the parties shall participate ill a protect meeting; at
a place and in a manner as shall be reasonably convenient ("Projcet Meeting").
End User will use its hest efforts to have all necessary representatives of" its
Dispatch C'ustoaners present:at.the Project Mecting.
b. Either party may elect to participate in the Project Meeting remotely via video or
telephone conference,
C" US:DD will provide a proposed project schedule fordiscussion at that tinge orotherwise coaasralt with Iliad User and its Dispatch Customers (if applicable)
regarding development of a project schedule,
d.. Thereafter, USDD and End User will collaborate to plan and document the
layout, and installation protocols for each individual installation site and finalize
the project schedule (collectively the "Design Phase") consistent with the Quote
and the Statement,of Work.
e, Incl User shall issue its authorization to proceed with delivery of the Products
and Services, set forth in the (sate within 5 drays of completion of the Design
Phrase,
4
EXHIBIT fTD11
f" Upon issuance of'land I.Jser's authorization to proceed. no changes Nvill be rnade
to the design of the System except upon written change order.
5. Subsequent Purchases. At any tinge during the term of the MPA, Iliad User li'lay
purchase additional Products all(] SerViCeS, thl-01.1,6111 tile MPA, by issuance of a PO
incorporating the terms ofthis EI-JAA.
6. Training. Pursuant to a nititually agreed upon schedule, USDD shall provide training as
set forth in the Scope of Work. for the price stated in the Quote, [except as otherwise set
forth in the QUOte, all additional training provided by US[ D shall be charged at the
hourly rates applicable under the MPA, Plus reasonable costs and expenses incurred by
USDD related to the training, Reasonable costs and expenses shall include air fare,
lodging, meals., ground transportation, shipping,, document reproduction, and other
reasonably necessary costs and expenses related to the training. No additional training
shall be provided until the parties have executed an agreement setting forth the scope,
cost, and schedule For the additional training.
7. Acceptance of Station Installation. Upon Substantial completion of installation at each
fire station and at the End User's dispatch center, USIDD or its subcontractor shall
prepare and deliver to End User a written request for End tlser's, acceptance of' tile
installation ("Request for Acceptance",). Upon presentation of the Request for
Acceptance, End User shall inspect the station installation and (i) accept the installation
as presented, or (ii) accept the installation Subject to conipletion of specified tasks
necessary for the installation to comply with the Scope of Work ('"punch List"'); or (iii)
reject the installation by written notice to USDD specifically identifying the defects and
deficiencies of the installation that are not in corripliance with the Scope of Work
("ReJection Notice"). If End User accepts the installation subject to a Punch I.Jst, the
installation shall be deerried materially complete. The Punch List shall specifically
identify each task or item that is, not in compliance with the Scope of Work and proposed
dates far completion, which in all instances shall be reasonable, but not less than 10
days, Thereafter, [JSIDD shall address all l""Unch List items in a timely and reasonable
fashion and the installation shall be deer red complete and accepted. If End User rejects
the installation tile Rejection Notice shall specifically identify each defect, deficiency,
task or item that is not in compliance with the Scope of Work and proposed dates for
completion, which in all instarices, shall be reasonable, but not less than 10 days.
17hereafter.. USIM) shall Cause the installation to comply with the Scope of Work and
submit a second Request For Acceptance.
8. System Acceptance Testing. Within 60 days of the date the entire System installation
is substantially coiliplete and basic functionality has been demonstrated to the System
Administrator, tJSDD and End User shall jointly develop a written acceptance testing
procedure ("ATP") and commence a test of the System ("Acceptance 'Fest") consistent
With the ATP. I'lie KFP shall be based on the System standards and criteria set forth in
the Scope of Work and the final configuration of the Systern as actually installed,
Failure of' the End tJscr to participate in the development of the ATP and to Jointly
5
..........
EXHIBIT "D"
perform the Acceptance Test with USDD in good faith shall constitute End User's
irrevocable acceptance, of the Systern, Upon successful completion of the Acceptance
Test, including correction by tJSDD of"any defects or deficiencies identified during the
Acceptance Test period, I,nd User shall provide USDD with as "Certificate of
Completion"" in a form acceptable to USIDE). It' End User believes the Acceptance 'Test
was unsuccessful, and if F.nd User has complied with all "End User Obligations" (as
defined below), End User may within seven days of the date on which tine Acceptance
"est is complete, provide ttSDD with written notice specifying the standards or criteria.
not met, ("Failure Notice"), If within 30 clays of the Failure Notice, USDD has not
caused the System to meet the standards and criteria set forth in the Failure Notice, End
User may pur.sut, its r•eniedies under the MPA and this E'UAA. Failure of lend User to
provide a timely failure Notice shall constitute End User's irrevocable acceptance of the
System.
9. Reserved.
10. ' 'arrr-anty. USDD warrants and guarantees its Products and Services subwject to the
terms and limitations set forth in tine Warranty. The End user's rights and remedies with
respect to Products and Services 'found to be defective in material or rvorkraaaanship shall
be limited exclusively to the rights and remedies set forth in the Warranty"
11. Sei-vice and Support Option. Upon expiration of"the "Warranty Period (as defined in
the.. Warranty), End User may elect to purchase certain support and maintenance services
on tlae temis and conditions set forth in the Service Agreertlent, executed
contemporaneously herewith, Under the terms of'the Service Agreement,E`nd User shall
have four° one-year options to purchase certain sr.apporrt and maintenance services directly
Trona USDD (each a "Service Caption"). The compensation to be laid to USDD cinder
the Service;. Agreement is the "Annual Fee" (as defined in the Service Agreement),
LJSDD may invoice End t..lser for the Annual Fee as set forth in the Service Agreement.
End User shall have no obligation to pay the invoice for the Annual Fee unless it elects
to exereisc its 'Service Option as set fortis in the Service Agreement. After the expiration
ofthe Warranty Period, LJSDD shall have no obligation to provide the services set forth
in the Service Agreement unless and until End User exercises the Service Option and
pays the Annual Fee. The "Lead Contracting Agency„ (as defined. in the MPA) is not a
party to the Service Agre;enacnt, rhe; Service Agreement is a separate contract entered
into directly between USDD and End User and is not in any way part of or governed by
the MPA.
12. intellectual Property. end Uses hereby agrees and acknowledges that USDD owns all
rights" title, and interest in and to the Intellectual property. End User agrees to not
remove. obscure; or alter USI ID's or any third party's copyright notice, trademarks, or
rather proprietary rights notices affixed to or contained within or accessed in cotyjunction
With or till°Otrgh ti`a1 D"s, products. Nothing herein shall be deerned to give, transfer, or
convey to End User- any rights in the intellectual Property" rather than the license to use;
the Software, as set forth below.
6
I
EXHIBIT 1TD99
13. License. At all tines that lend User is in compliance with fila: terms of this T,,UAA and
the MPA, land User slarall have as non-eXCILIsive, non-transferable, fully paid license, to
Use the Software in c()njurrcti011 With the System.
14. Reserved.
15. End User Point of Contact, End User shadl assign a single natural person to manage
the installation and a adnwinistration of the Systern (the "System .dnninistrator"). End
User shall provide USDD with written notice-of such assignment prior to the first Pro.jec;t
Meeting. End User small provide written notice to i. S D of any change of System
Administrator. The System Administrator shall have the principal responsibility of'
overseeing and managing this EUAA on behalf of 1m?,nd User and shall be the primary
point of contact for land User. End User will ensnare that the System Administrator is
reasonably available to U DD and U DD naay rely oil the direction of the System
Administrator in performing its duties hercnlnder, including withoart limit, direction to
provide additional Services,
16, End User Obligations. End User, either directly or through a third party, shall take and
perforin (or shall cause its Dispatch Customers to take and perform) all reasonable action
necessary to facilitate U DD's perfornaance of the Services herenander. Withcrnat lianitin
the foregoing, End User shall he responsible for the following:
a. 'File provision of VPN or other means for rc;rraote access to the System for
installation,testing, and rernote, access support;
b. The procurement and/car provision of" all computers, peripherals, and
corlsurnables (collectively"C'rrstonner Equipment"), including printer paper, toner,
and ink necessary for the installation, testing and functionality of the of the
ystern;
C. For each "Communications Gateway" location, Customer shall:
i. Provide street address for each installation location of Corn MLInications
Gateways;
ii. Provide rack or cabinet space of 2 RU or 4 RU for the installation of the
C:'onanwunications Gateway server pairs. Each Gateway pair is composed
of two servers, each either 1 RIR or 2 RU high. Customer will need to
check Quote" for the individual server type selected;
iii. Provide twvo Or Cour 15 /12C1V AC' outlets for C'ornInUnications Gateways
within 4" of'C;ornmunications Gateway installation location, preferably can.
an UPS/generator powered circuit:. 11.1 servers have one power supply for
each server and 2C.J servers have two powuer supplies for each server,
7
EXHIBIT IT"
iv. Provide three 100/1 000baseT LAN ports for COMMUnications Gateways
and It' KVNI (I for each Communications Gateway — 2 total, and I for IP
KVM). These LAN ports must have connectivity to the End I Ner's CAD;
systeill interface server for the station alerting interfaces, and connectivity
to the fire station networks flor station alerting. USDD will provide
Network Protocol diagram for details on protocols necessary tor the
system operations:
v. Provide three CAT6 patch cables frorn LAN Potts to C01-nillUnications
Gateway installation location.-I
vi, vi. Prior to shipment of any product, assign four' IP addresses on the
network where the Communications Gateways will reside, and provide
the addresses to USDD, together with the subset mask and default
gateway address (two IP addresses are for physical Communications
Gateways, one IP address is f'or the active Corer-nunications Gateway, and
one 111 address is for the Spider IF KVM);
vii. If use of the (12 Mobile smartphone application is anticipated, allow all
COnInUnlications Gateway IP addresses to access the URL ht1ps,//fsa-
rnobile.com (note the use of https indicating use of ITS 'rcP port 443);
viii. Provide IP address for internal NIT, server for COMMUniCatiOnS Gateway
time syrichroilization to allow outbOUnd access to time.nist.gov oil NTP
(UDP 123) arid either allow access to DNS outside the Customer's / Eric]
User's network or,provide an internal DNS server 11) address; and
ix, Provide VPN access to the 4 113 addresses assigned to the
Communications Gateways (access will be required to all equipment on
'rci, Ports for SSH (22)x, 111"I'll (80), and Il'1TPS (443)).
d. Provide a CAD interface to the System on the existing or new CAI) Systen-l. 11'
this requires software installation or development for the Customer's C AD
system, the Customer Must Contact the CAD vendor and schedule this work.
USDD will work with the CAD vendor to implement and test the CAD interface.
If USDD is required to interl'ace to an existing CAD system for which USDD
does not have an interface, the Customer is required to provide, or have the CAD
vendor provide, documentation on the CAD vendor's interface. This inforunation
must be provided in a tit-riely manner, or the System installation nlay be
significantly delayed.
C. Provide the voice arid data radio system, data network infrastructure, CAI)
system arid CAI) interface (oil the CAI) system itself), dispatch computers with
current version \veb browser, and personnel skilled in Custorner's radio and data
..........
EXHIBIT r' yr
systerns. USDD's web-based user interface software is only supported on tlae
most recent versions of Microsoft Internet :Explorer, Google clrrom , and
Mozillaa Firelorx web browsers;
1'. If C,ustorner purchases the 'VoiceAlc:rt Radio connections caption, for tale
C`oanrnunications Gateway to radia system connection, Customer shall:
. 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 inprrt, and COR output for full Systema functionality, Provide an), third
party console software, licenses as necessary;
i. Provide network access frorn C;on'arnunications Gateways to radio
consoles, ifradio console control is part ol'the project; and
ii. Provide control radios, radio consoles, or other radio system access
hardware necessary to interface the Gall Audio Interface to Customer's
voice radio. Note that C'ustorner is responsible for connection of the
Gall Audio Interface to Customer's radio system. USDD will provide
documentation and assistance.
la. At each ATX or A'I U Station Controller installation site, C UStorner-shall:
i. Provide mounting location for Station Controller;
ii. Provide; one, 1SA/120V AC; outlet within 4 of the Station Controller,
location preferably on aa. Generator-circuit;
iii. Provide mounting location for Station Controller UPS, if necessary;
iv. Provide one. 10/100base"I" LAN connection within G" of the Station
Controller from station LAN with 2-way `FC P/II' and [.11y1/JP
connectivity to C onaaaaunicartions Gateway network (dispatch center or
computer equipment location);
v. Provide one 113 address, subnet naaask, and default gateway for each station
location:
vi. Provide external "VI-'N access to the II' addresses assigned to the Station
Controllers, which must provide access for SSIJ (27),and IYFFPS (443,);
vii. Provide connection to existing 70 volt speaker systern if existing
arnplitier and/or speaker system is to be. used;
9
Exim3a "D"
viii. Provide dispatch radio for audio source for dispatch alerting, if necessary,
Provide made and model of radio to has; used, as well as any connector
lainouts if USDD is responsible for connection per the Contract, Note,
Customer is responsible for connection to Customer's radios unless
otherwise specified in the Contract;
ix. Provide connections from telephone intercom, secondary dispatch radio,
or other existing ar.rdio sources to this Station Controller, if necessary,
Provide technical documentation can any interfaces tIvit Ul: D is
responsible f"car• per the Contract. ?dote, Customer is responsible for
connection to Customer Equipment unless otherwise specified in tile...
Contract, and
x. Provide technical documentation of all existing equipment to which the
Station Controller or Peripherals are to be interfaced. dote, Customer is
responsible for connection to Customer Equipment unless otherwvise
specified in the Conti-act.
L .any configuration and regular maintenance that is normally undertaken by the
user or operator as described in any operating manuals for the Customer
fiquipment, including the replacement of UPS batteries as necessary;
J. Providing all reasonable secarr-ity and bearing all risk of` loss or darnage to any
Products delivered to, stored at, or installed on Customer's property;
k. Providing as stable, means of data transmission between the Communications
Gateway and cacti Station Controller serviced by the System necessary for the
installation, testing and Functionality of the of the System; s►ach means of data.
transmission ntaay include, but is not limited to, TC11/111, data modems, leased.
lines, radios, etc;
1, The correct use Ofthe Products and System in accordance with the manufacturer
and USI ID's operating irastructicr►as;.
raa. The security, accessibility, and integrity of the System, Customer Fquipment,
and installation site; and
IT Incorporation of all Recitals and Exhibits. All recitals, exhibits,,, addenda, schedr►les
and other docurnents referenced herein and attached hereto are hereby fully incorporated
and made as fart hereof" by this reference as if the terms and content thereof' had been
Cully set forth in the body of this l:?'C1.Ca,., .
I Cl
EXHIBIT frl 'r
Conflict.
I If, C onfMict. If°any provisions oaf thc Purchase Agreement and this ELJAA erre in conflict,,.
the provisions of"the PurchaseAgreement sha H prevail.
City of Round Rock, Texas US IBX vital I ins, hlc.; �✓
3Y' 'l
Name: DO I CM f'v'IACiNONI,
Its: Vice President 'f
Date: Date. �«w
II
EXHIBIT 111)"
EXHIBIT
Quote
12
i
1IT "9 PY
EXHIBIT B
Scope cat's 'cork
13
0
I
EXHIBIT ' "
E, H I rr c
Service Agreement
US Digital Designsn
SERVICE AGREEMENT
i
7
D a
.]`leis Service Agreement ("Agreement") is made by and between US Digital Designs, Inc.
("USM"), with its principal place of business at 1835 East Sixth Street, Suite 27, 'etyi e,
Arizona 852111, and the following entity("Customer"),
City of Round Rock, Texas
Round Rock Fire Department
Attn: Angelo Luna, administrative Manager
Round Roc];:,,"l'exas 78665
Telephone: (512) 218-6625
1. Recitals. The Customer requires t_ISDD to provide software maintenance and hardware
repair services for its LJSDD fire, station alerting systern. USDD has agreed to service the
C;uston CS Systerrn (as defined below) pursuant to the terms,conditions, and limitations of'this
Agreement. In consideration of the fiorgoing, and for other good and valuable cons iderzation,the
parties hereby agree to the terms set forth in this Agreement.
2. Definitions,, Fc rJR11-poses of"dais Agreement, the following terms shall have the
following meanings:
a. "Additional Services" shall have the meaning set forth in Section 7, below
14
oEXHIBIT rr ar
la. "Application or:ypp" shall mean [lac Phoenix G2 FSA Ifobi1eApplication fbr iOS
and Android mobile devices,
'Commencement Date", rlarrll be_-.__----
_____.__.__._.__._ [For a crew System,enter
the date the Warranty Period ends_ fff months f"r~om execution tion ref Purebase
Agreement and I I.JA AI
d, "I lardware"means a physically tangible electro-mechanical system or sub-system
and associated doeurneratation provided to C'ustorner by LJSDD, L)Eq idesl
however. Hardware shall not include any televisions or monitors manufactured by
third parties;
e, Emergency Support" means telephone access for C:"urstomer's -Systenn
Administrator-(as defined below) to USDD"s senior staff and engineers in the
event of"a Mission Critical Failure,
f "Mission Critical Failure" rneans a failure in the materials, workmanship or
design of the System that causes any fire station served by the System to be.
incapable of rcceivinga dispatches through all communications paths, provided
however,that any such failure caused by operator error, internet or telephony
service; outages, naisuase or neglect of the Systern or any cause outside of USDD's
direct control dares not constitute, a Mission Critical J'ailure,
"Services" shall have the meaning;set f"bilh in Section 3, below;
h, "Software" paeans soRware programs, incind'ing;embedded software, fn-inw-are,
executable code, linkable object code, and source:code, including any updates"
modifications, revisions, copies, documentation, and design data that are licensed
to Customer by LJSDD;
L `System" paeans all Hardware and Software purchased by Customer either
directly from USDD or authorized LJSDD Reseller under any contract, purchase
order, or arrangement that is used exclusively by Customer as part of its Erre
station alerting system, rrc7v�sl c 1cgv cy r,that the terns "System" specifically
excludes any components, hardware, or software provided by third parties,
including without limitation (_ustomer."s computers, lap tops, computer
peripherals, monitors, televisions, routerws, switches, operating systems,computer
programs, applications, interna and network connections, and any other parts or
items not provided to Customer directly by USDD;
j. "Term" means the periost oftime drarirrg which this Agreement is in effect,
including the Initial Term and all Additional Terrns,, as defined in Section Lt,
below,
3. Scope of Services, During the Terin of"this Agreement, USDD agrees to provide
Hardware repair service and Software updates and maintenance for the System (collectively the
15
EXHIBIT 11DTT
"Services''). Subject to all other terms and conditions contained in the Agreement,the Services
shall include the following:
a, Technical phone support Monday thrcnigh Friday from WOO to 17:30 MST,
eXClUding USDD holidays;
b, Remote LICCeSS support Monday through Friday from 08:00 to 17:30 MST,
excluding USDD holidays;
c. Emergency Support, available 24 hours per day, for Customer's System
Administrator in the event of Mission Critical Failure,
d. Updates for all System Software, as and when released by USDD;
c. Twenty-four(24) App licenses per each ATX Station Controller that is part of the
Systein and covered Linder this Agreenient. Use of the App shall be strictly
governed by the Mobile 211.)I)IicationEnd User's Agi-eement that must be accepted
by each user at the time the software is downloaded.
f, Repair of defective or malfunctioning I lardware(not otherwise covered under the
USDD warranty applicable to the Hardware) at USDD's principal place of
business; and
g. Ground shipping for the return Of repaired Hardware.
4. 11ardware Repairs. If a Hardware component requires repair and a valid claim is niade
during the Term, at its option, USDD will, at its principal place of business, either(I) repair the
Hardware at no Charge, using, new parts Or parts equivalent to new in performance and reliability
or(2) exchai,ige the Hardware with a product thatis new or equivalent to new in performance
,and reliability and is at least, functionally equivalent to the original Flardware. 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 LJSf)D in full 1111-nent of the Services
must be used in the System to which this Agreement applies. Customer shall be responsible for
and bear all risks and costs of shipping any Hardware to lJSDD for repair. LJSDD shall be
responsible for and bear all risks and costs of returning,any Hardware to Customer after repair or
replacement. Replacement Hardware will be returned to CUStOrner configured as it was when the
Hardware was Originally Purchased,. subject to applicable updates.
5. Claims. Prior to reclLwsting,Set-vices, Customer is encouraged to review USDD's online
help resources. Thereafter, to make a valid claim hereunder, Custorner must contact IJSDD
technical support and describe the problen't, or detect with specificity. 'I he first such contact must
occur during the'-ferm. LjSDD's technical support contact information can be found on USDD's
web site: I't Custorner MUSt use its best eff,orts to assist
011, -1-1- __..........---
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.
16
EXHIBIT "D11
Cr. Limitations. The Services specifitcally and expressly exclude any repair, software
installation, update, or other service that: is rJeCeSsitated by the CL[StOnler' 1111'SUSe Or Of'
the System, clamapye arising from Customer's failure, to follow instruction,;relating to tine
product's use, cosmetic damage. including but not limited to scratches, dents and broken plastic
on karts, alterations or repairs to the System made by any person other than an authorized LJSDD
representative, failure; ofenvironmental controls or improper environmental conditions,
nrodificaation to alter functionality or capability wvithoert the written permission of USIA) use
with non-1 lSDD products, aany damage Caused by fire, flood, vandalism, terrorism, riot, storm,
lightning;, or other acts oil'n$ature,or civil unrest, 'The Services shall not include disassembly or
re-installation of'any Hardware at Customer's site. The Services shall not include the repair of.
any Hardware that is determined to be obsolete or irreparable in USf)li)'s sole discretion. The
Services shall not include repair or replacement of°televisions or nionitors manufactured by third
parties. Repair or replacement ofsuch components shall be subject exclusively to the
manufacturer's warranty, if"any, LJSDD shall not be liable to provide Services at any time when
C°ustorner is in breach of any obligation tO CjS'-)E) under this agreement or any Cather contract:.
7. Additional Services. Except for the Services, all other acts or pert"ormances requested or
required of USDD by Customer("Additional Services")will be charged at US D's then current:
rates and will be in addition to all other fees and charges payable by C'ustorner under this
Agreement. Additional Services shall include(without limitation) Customer's use of Emergency
Support in the absence of a Mission ("ritical Failure and any 'Services provided by USIDD can as
rush basis or during hours not included in the description of the Services set forth above.
C.'ustorner shall pay all invoices forAdditional Services within 30 clays. Invoices remaining
unpaid for more than 30 days shall bear interest at 18%per a n urn.
8, Customer Facilitation of Set-vices. In order-to facilitate USDD's delivery of the
Services. Customer will appoint a persona from its staff to consult With USDD and provide such
information, access,description, and guidance as is necessary for LJSDD to perform its duties
hereunder("'System Administrator"). The C"ustorner wvt"ll ensure that the System Administratoris
reasonably available to USDD. USDD may rely can the dirrectiorr of the System Administrator in
performing its duties hereunder, including Without limitation, direction to provide Additional
Services. The C'ustornear may replace the person serving as its System administrator only upon
prior written notice to USDD. Without limiting the foregoing, Customer will be responsible for
the following.
a, The provision of VPN or other means for remote access to the System for remote
access support;
b. The procurement and/or provision of all computers, peripherals, and consumables
(collectively"Customer 1:quips-hent"), including printer paper, toner and info
necessary For the operation, testing,troubleshooting, and functionality of the of
the System;
c. any configuration an(] regl,dar Maintenance that is normally undertaken by tine
user°or operator as described in the operating manual for the C:ustonaer
Equipment., including the replacement of UIS batteries as necessary;
17
EXHIBI "W"er
d. Providing a stale means of data traansmission between tine System Gateway aaad
cacti fire :station serviced by the System necessary for the installation, testing;and
functionality ofthe ofthe System. such naeaans oftlaata transmission may include,
but is not limited to, TCP/IP, data naoclenas, ]eased lines, radios, etc,;
c.. `I"he correct Use ofthe Systern in accordance with I SDD's operating instructions;
and
f. The security and integrity of the System,
. Ongoing Service`rernt, Renewal and Terruinaatiou. "I"he initial term ofthis Agreement
shall begin on the Commencement Date and shall continue for one year("Initial ``erm"). Unless
previously terminated as seat forth in this Section, Customer play renew this agreement for four
(4) additional orae-year tenets (each an "Additional Term") by giving written notice of
Customer's intent to renew at least 30 days prior to the expiration ofthe Initial Terra or any
Additional Tenn, as the case may be, or by timely payment ofthe"Annual fee" (as defined
below). This Agreement may be terminated by either party by providing written notice of
termination to the other party at least :HCl clays prior-to the expiration ofthe Initial Term or any
Additional Term. USDD may terminate this Agreement for any breach hereof upon 30 days
written notice. The notice shall specify the nature of the breach. If Customer flails to cure the
breach within 30 days,this Agreement shall be terminated. Notwithstanding,the foregoing,
USDD may terminate this Agreement,immediately upoaa lion-payment of any suns due to IJSDD
from C.`ustorner tinder this Agree agent or any other contract, Upon'termination of this
Agreement, all sums previously paid to USDD shall be nonrefundable.
I O. Annual Fees. Can or before the first day ref"tile Initial Term and each Additional Term
(each a"Due Date"), C;ustorner°shall pay IJSDD all annual fee in advance for the Services to be
delivered hereunder("Annual Fee"). The Annual I-'ee shall be the product of"the total Cumulative
saes price of all Hardware. Software, and other tangible goods or equipment provided to
Customer at any time tinder any circumstances ("Base Amount"), multiplied by .0 9. Custorner
acknowledges and agrees that the Base Amount is cuMulative and will increase, by the purchase
price ofcall Software, l-lardware and other tangible goods and equipment purchased in the future.
USDD shall calculate the Base Amount, determine the Annual Fee and provide an invoice to
Customer therefor within 4.5 days prior to the subject Due fate. Customer shall pay the Annual
Fee on or before the Due Date or map days after tlae date of the invoice, whichever is later..
Invoices remaining unpaid shall beam interest.at 18%per annum. Annual Fees are
nonrefundable.
11. Limited Warranty. LSD warrants that the Services performed hereunder will be
carried out with due,care and attention by qualified personnel. Detective Hardware subpect to
repair hereunder will be repaired to good wearying order. "l"O 1II: EXTEN'T' PERM I`TED BY
LA , 11115 WARRANTY AND REMEDIES SIIT I"C)RTI-I ABOVE ARE EXCLUSIVE AND
IN I.,IEU OF AL,L OTHERWARRANTIES, RI°;MI DII.-S AND CONDITIONS, WIIEIJII-I�
ORAI, ()R WRI'I TEN, STATUTORY, EXPRESS 0R IMPLIED. AS PER.M11I"ED 13`z
AI''PLICaApI E l.,A'+ , IJSDD SPECIFICALLY DISCLAIMS ANY AND ALL
STATUTORY OR IMPLIED WARRANTIES, INCLUDING,G, I"I'ItOUT LIMITATION,
WARRANTIES OF MERCHAWABILITY, F ITI I SS FOR A PARTICULAR PURPOSE
18
EXHIBIT "W"
AND WARRANTIES AGAINST HIDDEN OR LAT`I4,NT I)EIa EC T'S. If USDD cannot
lawfully disclairn statutory or hrrlalied warranties their to the extent permitted by lav, all such
warranties shall be: limited in duration to the duration of this express warranty and to repair~or
replacement service as determined by USDI'_) in its sale discretion. No reseller, agent, or
employee is authorized to inake ain), modification, extension, or addition to this warranty. If"any
terra is held to he illegal or unenforceable, the legality or enforceability ofthe remaining terrrn.s
shall not be affected or- impaired, E'XC EPT AS PROVIDED IN THIS WARRANTY ANDTO
Ti-IE EXTENT 11l RMITTED BY LAW, IJSDD IS NOT RESPONSIBLE FOR DIRI.C;"C,
SPECIAL, 9N ;tDEWC'AL OR C<;;l ~lSEQl_]l:fN'FIAL DAMAG11=- RESULTING ING 1µ'V()1 .NN'
BREACH (:F 'ARRANTY OR C"ONDI"TION, OR UNDER ANY OTHER LEGAL"THEORY,
INCLUDING BI.JT NOT Lrl'vT1"FED TC) LOSS OF IJS1=.°"; LOSS OF RF.'VENIJE: LOSS C)1" THE
USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF CiOODW11..L; LOSS O
RlmTU T'ATION; and LOSS OF, DAMAGETO OR coi RIJPTTON CTI' DA"T"A, l.JSDD IS NC:),T
RESPONSIBLE FOR ANY INDIREC„l, LOSS OR DAMAGE HOWSOEVER C'AT.JSF
INCl,.C.JlytN G THE REPLACEMENTOF l QUIPIw« ENT ANTS PROPERTY,ANY COSTS TS C F
REC OVI:".DINGY PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA
STORED OR USED WI°iTT-I T_JSDD PR.CyDUc s,AND ANY FAlLAJRf 'TO MAIN,rATN `fl-Il:
CONFIDENTIALITY OF DATA STORED ON TI IT PRODUCT. USDD disclaims airy
representation that it will be able to repair any hardware under this warranty or make a product
exchange without risk to or lass of the programs or data stored thereon.
12. Force Majeure, Except for Customer's dirty to pay surras due hereunder, neither-party
will be liable for°any act, ornission, or failure to fulfill its obligations under this Agreement if
such act, omission or failure arises from any cause beyond its control including,acts of nature,
strikes, lockouts, riots, acts of war, acts of terrorism,epidemics, governmental action after tlae
dame of this Agreement, fire: communication tine failures, power failures, earthquakes or anther
disasters. The party unable to fulfill its obligations due to Force Majeure will imrnediately
aa. Notify the other in writing of the reasons for its failure to fulfill its obligations and
the effect,of'such failure; and
b, Use all responsible endeavors to avoid or remove the cause:, and perform its
obligations.
13. I eadings and Usage, The headings, captions, and section numbers contained herein are
provided fear converrie:nce only and are not part of the terms of this Agreement. When the
context of the words used in this Agreement indicate that such is the intent, words, in the singular,
S11811 include the plural, and vice versa, and the references to the masculine, feminine or neuter
shall be construed as the gender of the person, persons, entity or entities actually referred to
require,
14. Waiver. No failure or dela, in any one or more instances,to enforce or require strict
compliance with any tensa cif this Agreement shall be deerned to be a.waver ol`such teras nor-
shall such failure or delay be deemed a waiver of array Cather breach of any other term contained in
this Agreement.
19
EXHIBIT I'D"
15. G'overning Law; Parties in Interest. This Agreement will be ocaverned by and
construed according to the laws ofthe State ofTexas without re Bard to conflicts of law principles
and will bind and inurc,to the benefit Of the SUGCe,ssors, and assign,,of the parties.
16Execution in Counterparts. ']'his Agreement inay be executed in counterpails., all (if'
which taken together sl�iall be deemed one original, The date of this Agreement shall be the latest
date on which any,party executes this Agreement,
17. Entire Agreement. This Agreement contains the: entire understanding between the
pat-ties, and Supersedes any prior Understandings and agreements between or arriong therm with
respect to the subject matter hereof. This Agreement inay not be amended, altered, or changed
except by the express written agreement of the parties.
18. Joint Effort, This Agreerrient has been drafted through the joint efforts of the parties and
shall not be construed against any party on the basis that such party is the drafter of this
Agreement or any terin thereof'.
19, Savings Clause. In the event any part, provision, or term ofthis Agreement is deemed to
be illegal or Unenforceable, this Agreement shall be construed as if such unenforceable part,
provision, or term had not been included herein. Such illegal or unenforceable part., provision,or
term shall be deemed revised to the extent necessary to cure its defect and such revision and the
remainder of the Agreement shall be and remain in full force and effect.
20. Images and I"'estinionials. During the term of this Service Agreement, Customer agrees
that. LJSDD may take, make or obtain images, pictures, photographs,con-irrientary, and video and
audio recordings of Customer's Ystern and property and reproductions of the same in whole or
in part, either digitally or in any other medium now known or later discovered(collectively
"Irnag
ges"). In addition,, USDD may request Customer to provide testimonials, endorsements,
feedback or other written or oral corm-nents, concerning Customer's experience with the System
(collectively"Testimonials"). Customer consents to USDD's use of such Images and
Testimonials for verification, training, and promotional purposes in USDD's sole discretion and
agrees that all such Images and Testimonials shall remain the property ofUSDD and may be
used and exploited in any media fonpart.
21. Customer Representative, The Undersigned representative of Customer hereby
represents and warrants that s/he has the, authority to bind Custorner and that the execution,
delivery and perl"Ormance by Customer Under this Agreement will not violate the provisions of
any law, rule, regulation or policy, and will not conflict with or result in the breach or
tennination or constitute a de(blilt under any, agreement or instrument to which Customer is a
party.
20
f
XHIBIT "D" )Dq
City of Ro�u d I oek, "Texas U Ilio6rrs, Inc
._m_.._.
�ar�e: �.�.�.....____ _.._._.. __. ,�'~,°T�C)C�1�6i�IC" ➢ A('i� Vice President
Its: . d
21
EXHIBIT "D"
Warranty
US pm w
m
I m�
! i rv,4tiip•ll
I
fir;
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NEW SYSTEM WARRANTY
,NTY
I. Warranty,nty, SULjcc;t to the terms, conditions and limitations contained herein, US Digital
Designs, Inc, ("[ SDD") warrants that the Systema shall not contain any material defects and
shall function in material conformity with the descriptions and specifications set forth in the
EUAA for aa. period of 18, months from the final execution dame of the EUA,Ak ("Warranty
Period"), Capitalized terms Used herein and not specifically defined in this Warranty shall have
the meanings set forth in the EUAA,
2. arr•dwaare Defects. If as Hardware defect anises and as valid claim is made within the
Warranty Period, tJ l:D, at its option, will efther (I) repair the hardware defect at no charge,
masing new parts or parts equivalent to neve inperformance and reliability or (2) exchange the
product with a product that is new or egUivaaleaaat to new in performance and reliability and is at
least functionally equivalent to the original p~mro&Ct. Any replacement product or part, including
ar user-instaallaable part that has been installed in accordance with instructiOns provided by
USIX), shall rernaa ma Under warranty during the Warranty Period or for 90 clays from the date of
repair, whichever is later. When as product or part is exchanged, any replacement item becomes
the End user's property and the replaced itembecomes the property of lSDD. farts provided
22
EXHIBIT 11Y?
by USDD in fulfillment of its warranty obligation must be used in the System for which
warranty set-vice is claimed. End User shall be responsible for and bear all risks arid costs of
shipping any Hardware to LJSDD For repair. USDD shall be responsible for and bear all risks
and costs of returning any Hardware to End User after repair or replacement. Replacement
Hardware will be returned to End User configured as it was when the Hardware was originally
purchased,, suttject to applicable updates.
3, System Maintenance arid Support. During the Warranty Period, USDD shall provide
Software updates and maintenance for the System (collectively the "Support Services"). 'The
Services shall include the following:
a. Technical phone support Monday through Friday from 08:00 to 17:30 MS1,
excluding USDI) holidays;
b, Remote access SUPPOI-t Monday through Friday from 08:00 to 17:30 MST,
excluding USDI) holidays;
C. 24 hour per day telephone access for End User's System Administrator or
designee to USM's senior staff and engineers in the event of a "Mission Critical
l"ailure" (as defined below); and
d. Updates for all System Software,, as and when released by LJSDD.
4, Claims. Prior to making a Warranty claim or requesting Support Services, End User is
encouraged to review USDD's online help reSOLH-CeS. Thereafter, to make a valid clairn
hereunder, End User must contact LJSDD technical support and describe the problem or defect
with specificity. The first such contact must occur during the Warranty Period, LISM's
technical support contact infbi-mation can be found oil tJSDD's web site at
h L6.P_:L�!AO—o�L,L Lt i.Lis we t$taf L ic, -supL�g.K!Z. End User Must use its best efforts to assist in
diagnosing defects, follow LJSDD's technical instructions, and hilly cooperate in the diagnostic
process. Failure to do so shall relieve USDD of an), further obligation hereunder.
5® Mission Critical Failure. "Mission Critical Failure" means a failure in the materials,
workmanship or design of the ystern that causes any fire station served by the System to be
incapable of receiving dispatches through all coinniunications paths, provided however, that an),,
such failure caused by operator error, internet or telephony service Outages, inisuse or neglect of'
the System or any cause outside of USDD's direct control does not constitute a Mission Critical
Failure. End User's use ofEniergency Support in the absence of a Mission Critical Failure shall
constitute Additional Services under tile ELMA, which will be charged at IJSDD's their current
rates.
6. Exclusions and Limitations, USDD*'s obligations under this Warranty are contingent
on the End User providing l.JSDD with VPN access or other means for remote access to the
System for remote diagnosis. (JSDD does not warrant that the operation of the System,
Hardware, Software, or any related peripherals will be Lillin'(01'Upted or error-free. USDD is not
23
.............
EXHIBrr "D"
responsible f(,)r darnage arising frorn End User's failure to f'ollow HIStrUCtions relating to the
product"S USC. This Warranty does not apply to any Hardware or Software not used in
COnJUJICd011 with the System and for its intended purpose. This Warranty does not apply to
monitors or televisions fria nil ffiCtUred by third parties, Recovery and reinstallation of Hardware
and user data (including passwords) are riot, covered under this Warranty, This Warranty does
not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect
in rnaterials or workmanship; (b) to cosinctic darriage, including but not limited to scratches,
dents and broken plastic on ports: (c) to daniage caUsed b)� rase With n(:)n-1JSDD products: (d) to
darnage UlUsed by accident, abuse,, misuse, flood, lightning, fire, eal-tll(jUake or other external
C,111SCS; (C) to damage caused by operating the product outside the perni4ted or intended uses
described by USIA); (1) to damage or failure caUed by installation 01- SCI-ViCO (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 rnodil'ied to
alter functionality or capability without dlie written permission of USDD; or (h) il' any serial
number has been removed or defaced. If at any time during the Warranty Period, Customer
operates the System in a virtuahzed environment not provided by LJSDD or on any server other
than dedicated servers provided by USI)D7 (his Warranty shall not apply to server performance
or compatibility with the remainder ofthe Systern. TO '11-1121 EXTENT PERM FF LFD BY LAW,
THIS WARRANTY AND Rl"MEDIES SET FORTH ABOVI-." ARE EXCLUSIVE AND IN
LIEU 017 ALL OTHER WARRANTIES, REMEDIES AND CI( NDHJONS, WFl1,-,'TTJER
ORAL OR WRITTEN, EXPRFISS OR IMPLIED. AS PERMITTED BY AI)PLICABLE LAW',
USDD SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES,
INC1.J.JDIN(.1, WITHOUT 1.1MITATION, WARRANTIES OF MERCHAN't'ABILITY,
FTFNESS FOR A, PARTICIR,AR PURPOSE AN[) WARRANTIES AGAINST HIDDEN OR
LATENT DEFECTS. If USDD cannot lawfully disclairn implied warranties then to the extent
permitted by law, all such warranties shall be limited in duration to the duration ofthis express
Warranty and to repair or replaceiltient service as determined by I)SDE) in its sole discretion.
No reseller, agent, or employee is atlt4orized to make ally 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, EXCE"PT AS, PROVIDED IN THIS
WARRANTY AND TO THE EXTENT PERMITTED BY LAW, USDD IS NOT
RESPONSIBLE FOR. INDIRECT SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR
UNDER ANY OTFIER LEGAL, THEORY, INCLUDING BUT" NOT I-IMITED TO LOSS OF
LISE: LOSS, OF REVENUE, LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED
SAVINGS; LOSS OF GOODWILU, LOSS OFREPUTATION; and LOSS OF, DAMAGE TO
OR CORRUPTION OF DATA, IJSDD IS NOTRESPONSIBLIE FOR ANY INDIRE("'T LOSS
OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF
EQUIPMENT AND PROPER117Y. ANY COSTS OF RECOVERING PROGRAMMING OR
REPRODU(JN(i ANY PROGRAM OR. DATA STORED OR USED WITH USDD
PROD'UCTS, AND ANY FAILURETO MAINTAIN THE CONI"IDENTIALITY OF DATA
S'FORED ON Ttll; PRODUC'--F. USDD disclairlis any representation that it will, be able to
repair any HardNvarc under this Warranty or rnake a product exchange without risk to or loss of'
the programs or data stored thercon.
24
EXHIBIT ?"D"
25