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HomeMy WebLinkAboutC2024-016 US Digital - signedContract No. 2024-016 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”), and Honeywell International, Inc., dba US Digital Designs, Inc., a(n) Arizona corporation (the “Contractor”). RECITALS A. After a competitive procurement process (RFP No. 2020), The League of Oregon Cities, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) entered into a Contract, dated June 2, 2020, as amended (collectively, the “LOC Contract”/Exhibit A) for the Contractor to provide Public Safety Software Solutions, Data Collection, Storage and Utilization Services. Purchaser and Vendor has extended the terms of this contract to qualified government members of National Purchasing Partners, LLC dba NPPGov. A copy of the LOC Contract is incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the LOC Contract, at its discretion and with the agreement of the awarded Contractor, and the LOC Contract permits its cooperative use by other public entities, including the Town. C. The Town is a member of National Purchasing Partners, LLC dba NPPGov and is authorized to make purchases through NPPGov and its administered contracts. D. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the LOC Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide Public Safety Software Solutions, Data Collection, Storage and Utilization Services (the “Materials and Services”), and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date of execution and attested by the Town Clerk pursuant to Section 3-3-31 of the Town Code, and shall remain in full force and effect until June 30, 2024 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the LOC Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (the “Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the LOC Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the LOC Contract), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Contractor shall provide to the Town the Services under the terms and conditions of the LOC Contract and according to the specifications set forth in the Contractor’s Proposal attached hereto as Exhibit B and incorporated herein by reference. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the LOC Contract will be held at Contractor’s risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Services into compliance and withhold the cost of same from any payments due to the Contractor. 2.2 Cancellation. The Town reserves the right to cancel any work order within a reasonable time after issuance. Should a work order be canceled, the Town agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the work order. The Town will not reimburse the Contractor for any costs incurred after receipt of the Town notice of cancellation, or for lost profits, shipment of product prior to issuance of a work order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The Town shall pay Contractor an amount not to exceed $160,000 (including all renewals) for the Materials and Services at the rates set forth in the LOC Contract and as more particularly set forth in Exhibit B. The aggregate amount shall not exceed $160,000 in any case unless the Agreement is affirmed and ratified via an executed amendment. All remaining terms and conditions of the Agreement shall remain in full force and effect. 4. Payments. The Town shall pay the Contractor monthly (and the Contractor shall invoice monthly), based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the LOC Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended, and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the LOC Contract will be subject to rejection and may be returned. 5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 7. Israel. Contractor certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel. 8. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 9. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 10. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 11. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 12. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the LOC Contract, the Proposal, and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the LOC Contract (collectively, the “Unauthorized Conditions”), other than the Town’s project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the LOC Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 13. Rights and Privileges. To the extent provided under the LOC Contract, the Town shall be afforded all of the rights and privileges afforded to LOC and shall be the “LOC” (as defined in the LOC Contract) for the purposes of the portions of the LOC Contract that are incorporated herein by reference. 14. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to the LOC to the extent provided under the LOC Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor’s obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and If to Contractor: Honeywell International, Inc. dba US Digital Designs, Inc. 1835 E. 6th St. #27 Tempe, Az. 85281 Attn: Erik Hanson any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 15. Laws and Regulations. Consultant shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Consultant is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 16. Notices and Requests. Any notice or other communication required or permitted t0 be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Rachael Goodwin, Interim Town Manager With Copy to: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received: (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. [SIGNATURES APPEAR ON FOLLOWING PAGES] 7 ATTESTED TO: _______________________________ Linda G. Mendenhall, Town Clerk APPROVED AS TO FORM: ________________________________ Aaron D. Arnson, Town Attorney “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE TOWN OF FOUNTAIN HILLS: ____________________________________ Rachael Goodwin, Interim Town Manager FOR THE CONTRACTOR: By: Name Title: ______________________________ Erik Hanson (Aug 22, 2023 15:28 PDT) Erik Hanson Erik Hanson Sr. Territory Manager Rachael Goodwin (Sep 11, 2023 07:36 PDT) Rachael Goodwin EXHIBIT A TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS [LOC Contract] See following pages. LEAGUE OF OREGON CITIES MASTER PRICE AGREEMENT This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and US Digital Designs, Inc. (“Vendor”). RECITALS WHEREAS, the Vendor is in the business of selling certain Public Safety Software Solutions, Data Collection, Storage and Utilization, as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for Public Safety Software Solutions, Data Collection, Storage and Utilization the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2020 for Public Safety Software Solutions, Data Collection, Storage and Utilization; and WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows: ARTICLE 1 – CERTAIN DEFINITIONS 1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2020 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”). 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 kind. 1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law. 1.4 “EUAA” means an End User Acknowledgement and Agreement hereafter entered into between Vendor and a Purchaser (other than the Lead Contracting Agency) in a form acceptable to Vendor in its sole discretion, which shall address, among 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 terms of installation, technical specifications, and scope of work, and (v) any other terms DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 2 and conditions necessary to facilitate and govern the transaction. A sample EUAA is attached at Attachment F. 1.5 “Intellectual Property” means any and all rights of USDD related to USDD’s products, Software, and Hardware, existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. 1.6 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time. 1.7 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers. 1.8 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree. 1.9 “Unemployment Insurance” shall mean the contribution required of Vendor, as an 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 or regulation. 1.10 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems. The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America. 1.11 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. 1.12 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement. 1.13 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable. ARTICLE 2 – AGREEMENT TO SELL 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time 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 Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 3 the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements, which terms may be included in the EUAA. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. 2.4 Purchaser agrees that no Purchase Order issued hereunder shall be binding on Vendor unless and until the following contingencies (“Contingencies”) are satisfied or waived in writing by Vendor: 2.4.1 The Purchaser and Vendor have entered into an EUAA in a form acceptable to Vendor in its sole discretion; and 2.4.2 The execution of a separate written contract between Vendor and Purchaser, in a form acceptable to Vendor 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”). 2.5 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges 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 from 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. 2.6 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; (ii) The RFP; (iii) Vendor’s Proposal; 2.7 Extension of contract terms to Participating Agencies: 2.7.1 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 (“IGA”) 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 for and deal directly with Vendor on matters relating to 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” DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 4 hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under 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. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon. ARTICLE 3 – TERM AND TERMINATION 3.1 The initial contract term shall be for three (3) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall automatically 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 of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term. 3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party. 3.3 The forgoing terms of this Article apply only between Vendor and the Lead Contracting Agency. The “Term and Termination” terms as between Vendor and any Participating Agency may be addressed in the EUAA. Termination of this Agreement shall have no effect on any EUAA entered into prior to such termination. Vendor shall not enter into an EUAA in reliance on this Agreement subsequent to the termination of this Agreement. ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY 4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase. Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 5 4.2 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. 4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes. Attachment A or Vendor’s Proposal (Attachment D) or the EUAA shall specify any and all other taxes and duties of any 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 reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser. 4.5 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing. 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 delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor. 4.7 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser. Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination. ARTICLE 5 – INSURANCE 5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT. 5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 6 secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the 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 damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability 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 Agency. 5.5 The foregoing terms of this Article apply only between Vendor and the Lead Contracting Agency. Insurance required by any Participating Agency may be addressed in the EUAA. ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS 6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any 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 any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years. 6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non- procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 7 ARTICLE 7 – WARRANTIES Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein. ARTICLE 8 – RESERVED ARTICLE 9 – RESERVED ARTICLE 10 - COMPLIANCE WITH LAWS 10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term 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, authorizations, 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 performance of its obligations hereunder. ARTICLE 11 – PUBLICITY / CONFIDENTIALITY/ INTELLECTUAL PROPERTY AND LICENSING 11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party. 11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement. 11.3 Purchaser hereby agrees and acknowledges that Vendor (USDD) owns all rights, title, and interest in and to the Intellectual Property. Purchaser agrees to not remove, obscure, or alter USDD’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s 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. 11.4 At all times that Purchaser is in compliance with the terms of this MPA and any applicable EUAA, Purchaser shall have a non-exclusive, non-transferable, fully paid license to use the Software in conjunction with the Products and Services. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 8 ARTICLE 12 - RIGHT TO AUDIT Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination. ARTICLE 13 - REMEDIES 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 remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 14 - RELATIONSHIP OF PARTIES Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed 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 15 - NOTICES All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below: If to Lead Contracting Agency: LEAGUE OF OREGON CITIES 1201 Court St. NE Suite 200 Salem OR 97301 ATTN: Jamie Johnson-Davis Email: rfp@ORCities.org If to Vendor: US DIGITAL DESIGNS, INC. 1835 E. Sixth Street Suite 27 Tempe AZ 85281 ATTN: Erik Hanson Email: ehanson@usdd.com DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 9 Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above. ARTICLE 16 - FORCE MAJEURE Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non- performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either 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 of nature, 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, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance. ARTICLE 17 - WAIVER No delay or failure by either Party to exercise any right, remedy 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 of any such right, remedy or 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 - PARTIES 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 which shall not be unreasonably withheld or delayed. ARTICLE 19 - SEVERABILITY To 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. ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT 20.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 10 20.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the 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 - MODIFICATIONS This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency. ARTICLE 23 - GOVERNING LAW 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 of law provisions. ARTICLE 24 - COUNTERPARTS This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below. PURCHASER: Signature: ____________________________________ Printed Name: Title: ____________________________________________ LEAGUE OF OREGON CITIES Dated: ____________________________ VENDOR: DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 6/2/2020 Mike Cully Executive Director 11 Signature: ______________________________ Printed Name: Title: _____________________________ US Digital Designs, Inc. Dated: ____________________________ DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A VP - General Manager Dominic Magnoni 6/2/2020 12 ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES The following is the catalog pricing and a fixed 10% discount pricing provided by USDD under this Response. The pricing is derived from USDD’s latest catalog pricing (March 2020): DISPATCH SYSTEM INTERFACES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Radio System Interface (Full Console Interface) - Requires (owner-furbished) dedicated console, specifically and solely tasked for Station Alerting) RSI-P $ 13,650.00 10% $ 12,285.00 CAD Interface - TBD (USDD-side Only - Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-P $ 11,950.00 10% $ 10,755.00 DISPATCH SYSTEM COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $ 10,425.00 10% $ 9,382.50 G2 Gateway Audio Radio Interface (GaRi) - Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $ 2,450.00 10% $ 2,205.00 Rack-Mount Adapter Plate - Mounts (up to) 2 GaRI2s in 19" Rack GaRI2-RMP $ 52.00 10% $ 46.80 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others) TVR $ 975.00 10% $ 877.50 G2 Light Tower Interface LTI $ 575.00 10% $ 517.50 DISPATCH SYSTEM SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Gateway Configuration & Modifications GW-CM $ 310.00 10% $ 279.00 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-I-O $ 875.00 10% $ 787.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 13 Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE by USDD Personnel) GW-I-C $ 325.00 10% $ 292.50 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $ 5,925.00 10% $ 5,391.75 Gateway Project Management GW-PM $ - 10% $ - Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $ 4,025.00 10% $ 3,622.50 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $ 1,200.00 10% $ 1,080.00 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $ 4,025.00 10% $ 3,622.50 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $ 1,200.00 10% $ 1,080.00 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 5,325.00 10% $ 4,792.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 2,725.00 10% $ 2,452.50 DISPATCH MOBILE ALERTING APP LICENSES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) APP-DLA $ 108.00 10% $ 97.20 DISPATCH MAPPING COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 14 G2 FSA Mapping Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. MAP-CUS $ 4,625.00 10% $ 4,162.50 DISPATCH MAPPING SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 FSA Mapping Server - Yearly Hosting Cost (Cloud/USDD Hosted) Using National Street Data we provide, as-is MAP-CLD $ 1,540.00 10% $ 1,386.00 System Configuration and Modification for Mapping MAP-CM $ 310.00 10% $ 279.00 Customer-Hosted Mapping Server Configuration and Start-up MAP-CSU-O $ 5,925.00 10% $ 5,332.50 Mapping Gateway Project Management MAP-PM $ 415.00 10% $ 373.50 Training - Mapping Service - On-Site (4 Hours) MAP-TRN-O $ 4,025.00 10% $ 3,622.50 Training - Mapping Services - At Arizona Training Center MAP-TRN- AZ $ 1,600.00 10% $ 1,440.00 Training - Mapping Services - Remote Refresh (4 Hours) MAP-TRN-R $ 1,200.00 10% $ 1,080.00 DISPATCH SYSTEM WARRANTY & SUPPORT Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR- STD $ - 10% $0.00 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 15 [STANDARD] EACH ADDITIONAL YEAR (12-Months) WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR- STD $ - 10% $ - LEGANCY SYSTEM MODERIZATION & EXPANSION COMPONENTS (to upgrade/update/expand previously-installed, existing systems) Description Part No. US List Unit DISCOUNT OFF LIST LOC PRICE Mixer - G2 Power, Audio & Ethernet (24 devices) - Version 2 MIXR-IP $ 1,440.00 10% $ 1,296.00 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio PS-G248p12v2 $ 2,105.00 10% $ 1,894.50 UPS - Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $ 1,100.00 10% $ 990.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch SRW226G4 $ 540.00 10% $ 486.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-70V-SW4- V1 $ 1,550.00 10% $ 1,395.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR_70V-SW8- V1 $ 3,100.00 10% $ 2,790.00 STATION SYSTEM SERVICE PARTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE ATX Mother Board - Replacement for Damaged or EOL Original ATX-MBR $ 8,010.00 10% $ 7,209.00 G2 Station Controller Software Upgrade - to ATX Station Controller G2-SCSU $ 10,800.00 10% $ 9,720.00 ATX Network Switch (non-PoE) - 16-Port 10/100 - Replacement for Damaged or EOL Original Only ATX-NSR $ 320.00 10% $ 288.00 ATX TouchPanel Computer - Replacement for Damaged or EOL Original (ships with new door assembly) ATX-TPR $ 6,875.00 10% $ 6,187.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 16 STATION SYSTEM LICENSES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 VOICEALERT - Single Station License. VA $ 1,030.00 10% $ 927.00 G2 MOBILE FSAS APP - Single Device License. G2-APP-DLI $ 108.00 10% $ 97.20 STATION SYSTEM CONTROL COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 10% $ 19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 10% $ 6,592.50 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 10% $ 48.60 Base Plate for ATX or EXP ATX-P $ 54.00 10% $ 48.60 ATX UPS, Standard UPS-STD $ 923.00 10% $ 830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 10% $ 51.30 STATION SYSTEM PERIPHERAL COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Audio Amplifier, External, Standard AMP $ 987.00 10% $ 888.30 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 10% $ 59.40 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 10% $ 652.50 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 10% $ 877.50 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,377.57 10% $ 1,239.81 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 107.86 10% $ 97.07 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 10% $ 1,147.50 Push Button, Standard (Black) PB-B $ 110.00 10% $ 99.00 Push Button, Emergency (Red) PB-R $ 110.00 10% $ 99.00 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 17 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $ 1,275.00 10% $ 1,147.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 10% $ 823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 10% $ 945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 10% $ 1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 38.00 10% $ 34.20 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 49.00 10% $ 44.10 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 73.00 10% $ 65.70 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 10% $ 258.30 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 10% $ 1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 10% $ 41.40 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 10% $ 157.50 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 10% $ 292.50 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 10% $ 292.50 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $ 815.00 10% $ 733.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 13.00 10% $ 11.70 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T- Bar in Suspended Ceiling SPK-OAS-DCB $ 48.00 10% $ 43.20 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 42.00 10% $ 37.80 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 18 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 10% $ 76.50 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 85.00 10% $ 76.50 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 310.00 10% $ 279.00 G2 Strobe Light / Red LED STR $ 550.00 10% $ 495.00 Transformer, 8ohm to 70V, External XFMR $ 53.00 10% $ 47.70 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 10% $ 1,530.00 STATION SYSTEM SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Station Installation (Estimate Only - Pending final authorized system design submission to G2 Trained/Certified Contractor for installation quote to include in final turnkey project pricing) ST-INST $ - 10% $ - Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - 10% $ - Station Configuration & Start-Up ST-SU $ - 10% $ - Station Project Management ST-PM $ - 10% $ - Station Engineering / Design Services ST-ES $ - 10% $ - Station Documentation ST-DM $ - 10% $ - Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,025.00 10% $ 3,622.50 Station Training - User/Technician / Remote Refresh (2 Hours) TRA-UT-R $ 600.00 10% $ 540.00 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 5,325.00 10% $ 4,792.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 2,725.00 10% $ 2,452.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 19 STATION SYSTEM WARRANTY & SUPPORT Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ - 10% $ - [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ - 10% $ - Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement. Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor’s authorized dealers and distributors, as applicable, are identified in a [list, link found at http:], as may be updated from time to time. [ A current list may be obtained from Vendor.] DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 20 ATTACHMENT B to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL SELLER WARRANTIES To the extent possible, Vendor will make 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. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 21 ATTACHMENT C to Master Price Agreement by and between VENDOR and PURCHASER. PARTICIPATING AGENCIES The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the 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, damages, 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 directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 22 ATTACHMENT D to Master Price Agreement by and between VENDOR and PURCHASER. Vendor’s Proposal (The Vendor’s Proposal is not attached hereto.) (The Vendor’s Proposal is incorporated by reference herein.) DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 23 ATTACHMENT E to Master Price Agreement by and between VENDOR and PURCHASER. Purchaser’s Request for Proposal (The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.) DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 24 ATTACHMENT F to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A Certificate Of Completion Envelope Id: 04DEFD12C26D4B3F81D4C0D4EBD2193A Status: Completed Subject: Please DocuSign: MPA 2020 Between LOC and US Digital - MS FINAL V2.pdf Source Envelope: Document Pages: 24 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Bill DeMars AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 1100 Olive Way Suite 1020 Seattle, WA 98101 bill.demars@nppgov.com IP Address: 24.16.218.197 Record Tracking Status: Original 6/2/2020 2:02:57 PM Holder: Bill DeMars bill.demars@nppgov.com Location: DocuSign Signer Events Signature Timestamp Dominic Magnoni dmagnoni@usdd.com VP - General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.250.118.109 Sent: 6/2/2020 2:08:17 PM Viewed: 6/2/2020 2:21:32 PM Signed: 6/2/2020 2:21:48 PM Electronic Record and Signature Disclosure: Accepted: 6/2/2020 2:21:32 PM ID: b9c395fc-1f9f-434e-a1d6-7e4263b2ca29 Mike Cully mcully@orcities.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 71.63.237.219 Sent: 6/2/2020 2:08:17 PM Resent: 6/2/2020 2:21:51 PM Viewed: 6/2/2020 2:35:36 PM Signed: 6/2/2020 2:35:52 PM Electronic Record and Signature Disclosure: Accepted: 6/2/2020 2:35:36 PM ID: 4e158c3c-bc36-43e3-865d-b3609ff6b081 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/2/2020 2:21:51 PM Certified Delivered Security Checked 6/2/2020 2:35:36 PM Signing Complete Security Checked 6/2/2020 2:35:52 PM Completed Security Checked 6/2/2020 2:35:52 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify National Purchasing Partners as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by National Purchasing Partners during the course of my relationship with you. First Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Amend Attachment A in its Entirety This Amendment to the Master Price Agreement is entered into this 8TH day of June 2022 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and US DIGITAL DESIGNS, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Vendor desires to amend in its entirety Attachment A as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about June 1, 2022, to amend in its entirety Attachment A of the Master Price Agreement; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect all of the changes to Attachment A. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC AMENDMENT TO MASTER PRICE AGREEMENT 1. Amend in Entirety. Attachment A to the Master Price Agreement shall be amended in its entirety to reflect the following: ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES The following is the catalog pricing and a fixed 10% discount pricing provided by USDD under the Contract. The pricing is derived from USDD’s latest catalog pricing (June 1, 2022) DISPATCH LEVEL SYSTEM Product /Service Description Part No USDD List Discoun t LOC Price Radio System Interface (Full Console Interface) – To L3Harris SYMPHONY (Requires Applications Server (DA2) and owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- SYMP $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To L3Harris MAESTRO (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- MAES $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To Motorola MCC7500 (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- MCC7 $13,650.00 10% $12,285.00 CAD Interface – TBD (USDD-side Only – Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-P $14,25000 10% $12,825.00 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $10,425.00 10% $9,382.50 G2 Communications Gateway – VMWare Virtual (Software for Controller with Install Assistance) G2-VM $10,425.00 10% $9,382.50 G2 Gateway Audio Radio Interface (Garib) – Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $2,450.00 10% $2,205.00 Rack-Mount Adapter Plate – Mounts (up to) 2 GaRI2s in 19” Rack GaRI2- RMP $65.00 10% $58.50 G2 TV REMOTE Module, For Dispatch-Level Information (TV & Electrical Outlet by Others) TVR-D $975.00 10% $877.50 G2 Light Tower Interface LTI $675.00 10% $607.50 Training – System Administrator / Dispatch Supervisor – On-Site (4 Hours) TRA-DIS- O $4,425.00 10% $3,982.50 Training – System Administrator / Dispatch Supervisor - @ USDD HQ (4 Hours) TRA-DIS- AZ $1,550.00 10% $1,395.00 Training – System Administrator / Dispatch Supervisor – Remote Refresh (4 Hours) TRA-DIS- R $1,3250.00 10% $1,192.50 Training – Station-Level Configuration and Equipment Usage – On-Site (4 Hours) TRA-STA- O $4,425.00 10% $3,982.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 3 Training – Station-Level Configuration and Equipment Usage - @ USDD AZ-HQ (4 Hours) TRA-STA- AZ $1,550.00 10% $1,395.00 Training – Station-Level Configuration and Equipment Usage – Remote Refresh (4 Hours) TRA-STA- R $1,325.00 10% $1,192.50 Training – Installation Contractor – On-Site / USDD G2 Certification / 8 Hours (TBD – only needed if required to use non-certified contractor) TRA-IC-O $6,125.00 10% $5,512.50 Training – Installation Contractor – At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD – only needed if required to use non-certified contractor) TRA-IC- AZ $3,125.00 10% $2,812.50 STATION LEVEL SYSTEM RETROFIT COMPONENTS (Integration into Legacy Systems and Legacy Conversion Mixer – G2 Power, Audio & Ethernet (24 devices) – Version 2 MIX4-IP $1,825.00 10% $1,642.50 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio PS-G248p v2 $2,150.00 10% $1,935.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch SRW22 G4 $550.00 10% $495.00 UPS – Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $1,150.00 10% $1,035.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-70V- SW4-V1 $1,850.00 10% $1,665.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR_70V- SW8-V1 $3,650.00 10% $3,285.00 XX SPECIAL SYSTEM COMPONENTS & PRODUCTS (for replacement of damaged original parts / Critical Updates Only) 90-DAY WARRANTY ATX Mother Board – Replacement for Damaged or EOL Original ATX- MBR $8,250.00 10% $7,425.00 G2 Station Controller Software Upgrade – to ATX Station Controller G2-SCSU $10,800.00 10% $9,720.00 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-NSR $365.00 10% $328.50 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-TPR $6,875.00 10% $6,187.50 STATION SYSTEM LICENSES G2 VOICEALERT - Single Station License VA $1,030.00 10% $927.00 STATION SYSTEM CONTROLLER G2 ATX STATION CONTROLLER – Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $21,750.00 10% $19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $7,325.00 10% $6,592.50 Rack Mount Ears for ATX or EXP ATX-E $64.00 10% $57.60 Base Plate for ATX or EXP ATX-P $64.00 10% $57.60 ATX UPS, Standard UPS-STD $923.00 10% $830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $65.00 10% $57.60 STATION SYSTEM PERIPHERAL COMPONENTS DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 4 Audio Amplifier, External, Standard AMP $987.00 10% $888.30 Shelf, Under Table or Wall Mount, for 1U ½ Rack AMP-S $76.00 10% $68.40 G2 COLOR INDICATOR REMOTE Module – Up to 8 unique colors CIR 825.00 10% $742.50 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $1,3750.00 10% $1,237.50 Push Button, Standard (Black) PB-B $110.00 10% $99.00 Push Button, Emergency (Red) PB-R $110.00 10% $99.00 G2 LOCAL ALERTING REMOTE Module – Gives ability to trigger the local G2 FSA System when a connection to a dispatch-level system is not available. Requires ATX PoE or PoE Injector. LAR $2,025.00 10% $1,822.50 POE INJECTOR – Provides local 48vdc power to specific USDD peripheral components POI-INJ-1 $390.00 10% $351.00 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $1,425.00 10% $1,282.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12” Active Screen Width / Turn Out Timing ONLY MS-G-M $915.00 10% $823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24” Active Screen Width MS-G-S $1,050.00 10% $945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36” Active Screen Width MS-G-E $1,575.00 10% $1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $55.00 10% $49.50 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $65.00 10% $58,50 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $73.00 10% $65.70 MS Mount – Articulating, Long reach MS-MNT- ART-L $325.00 10% $292.50 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $2,025.00 10% $1,822.50 G2 REMOTE USER INTERFACE Module – Extends ATX’s TouchScreen User Interface into alternative area of same building. RUI $2,025.00 10% $1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $75.00 10% $67.50 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) ¾” conduit knock-outs. RR2-SMB $175.00 10% $157.50 G2 SPEAKER – LED Illuminated – FLUSH Mount, 70v SPK-LED- FM $325.00 10% $292.50 G2 SPEAKER – LED Illuminated – SURFACE Mount (Metal Box), 70v SPK-LED- SM $325.00 10% $292.50 G2 SPEAKER – OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays – includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $875.00 10% $787.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14”) I-Beam SPK-OAS- BFC $23.00 10% $20.70 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS- DCB $55.00 10% $49.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 5 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT – for mounting directly to hard ceiling SPK-OAS- SMB $55.00 10% $49.50 SPEAKER – STANDARD, FLUSH Mount, 70v SPK-STD- FM $105.00 10% $94.50 SPEAKER – STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD- SM $105.00 10% $76.50 SPEAKER – APP BAY/OUTDOOR – Weatherized, Surface Mount, 70v SPK-W- SM $325.00 10% $292.50 G2 Strobe Light / Red LED STR $575.00 10% $517.50 G2 TV REMOTE Module – For Station-Level Information (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR-S $975.00 10% $877.50 Flat Panel Monitor / Smart HDTV 40-43” (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $1,100.00 10% $999.00 Flat Panel/TV Mount – Universal 23”-46” Tilt FPM-U $115.00 10% $103.50 Transformer, 8ohm to 70V, External XFMR $53.00 10% $47.70 VIDEO DOOR STATION – Doorbell & Camera that ties into G2 FSAS (HDTV Remote) – Includes Power Injector VDS $ 1,700.00 10% $1,530.00 Hourly Rates Description Cat. No. List Price Discount LOC Pricing Senior Software Engineer HR-SSE $325.00 10% $292.50 Software Engineer I HR-SE1 $310.00 10% $279.00 Field Training Representative HR-FTR $345.00 10% $310.00 Remote Training Representative HR-RTR $275.00 10% $247.50 Field Project Manager HR-FPM $275.00 10% $247.50 Remote Project Manager HR-RPM $225.00 10% $202.50 Service Technician HR-ST $165.00 10% $148.50 Integration Technician HR-IT $150.00 10% $135.00 OPTIONS Description Part No. List Price Discount LOC Pricing G2 FSA Applications Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. APLS- SVR $ 4,625.00 10% $ 4,162.50 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) - for additional licenses over and above x24 provided with ATX Station Controller APP-DLA $ 108.00 10% $97.20 System Configuration and Modification for Applications Integrations APLS-CM $325.00 10% $292.50 Training - Application Services - On-Site (4 Hours) APLS- TRN- $4,425.00 10% $3,982.00 Training - Applications Services - At Arizona Training Center (4 Hours) APLS- TRN-AZ $1,550.00 10% $1,395.00 Training - Applications Services - Remote Refresh (4 Hours) APLS- TRN-R $1,325.00 10% $1,192.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 6 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020 shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: US DIGITAL DESIGNS, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC Sales Manager Erik Hanson June 10, 2022 | 3:12 PM PDT Patty Mulvihull Interim Executive Director June 9, 2022 | 10:36 PM PDT Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: CF917C01217C47138314D788DFA36ABC Status: Completed Subject: Please DocuSign: Amendment 1 MPA 2020 US DIGITAL DESIGN FINAL.pdf Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 67.161.98.88 Record Tracking Status: Original 6/8/2022 3:22:27 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Erik Hanson ehanson@usdd.com Sales Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to ehanson@usdd.com Using IP Address: 98.177.47.70 Sent: 6/8/2022 3:26:05 PM Viewed: 6/10/2022 3:09:18 PM Signed: 6/10/2022 3:12:48 PM Electronic Record and Signature Disclosure: Accepted: 6/10/2022 3:09:18 PM ID: 4cc10a13-80a8-4b27-8f6b-33624357391a Patty Mulvihull pmulvihill@orcities.org Interim Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to pmulvihill@orcities.org Using IP Address: 65.152.168.162 Sent: 6/9/2022 1:34:20 PM Viewed: 6/9/2022 10:35:42 PM Signed: 6/9/2022 10:36:00 PM Electronic Record and Signature Disclosure: Accepted: 6/9/2022 10:35:42 PM ID: 4c22aa4d-0727-4804-9323-ff4c72862496 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Using IP Address: 98.232.37.85 Viewed using mobile Sent: 6/10/2022 3:12:50 PM Viewed: 6/10/2022 3:21:16 PM Certified Delivery Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2022 3:26:05 PM Certified Delivered Security Checked 6/10/2022 3:21:16 PM Signing Complete Security Checked 6/9/2022 10:36:00 PM Completed Security Checked 6/10/2022 3:21:16 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Erik Hanson, Patty Mulvihull, Erik Hanson, Patty Mulvihull Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact National Purchasing Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. Second Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Company Name Change This Amendment to the Master Price Agreement is entered into this 9th day of November 2022 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and HONEYWELL INTERNATIONAL, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the First Amendment to the Master Price Agreement on or about June 10, 2022, and by this reference incorporated herein; and WHEREAS, Vendor desires to change the company name US DIGITAL DESIGNS, INC. to HONEYWELL INTERNATIONAL, INC. as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about November 8, 2022, that Vendor had acquired US DIGITAL DESIGNS, INC., and to update the company name to HONEYWELL INTERNATIONAL, INC. in the Master Price Agreement; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the company name change. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: B7803907-593F-4B71-8DB2-9F5FF6AA2532 2 AMENDMENT TO MASTER PRICE AGREEMENT 1. Company Name Change. Any reference to US DIGITAL DESIGNS, INC. in the Master Price Agreement shall be updated to HONEYWELL INTERNATIONAL, INC. 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020, shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: HONEYWELL INTERNATIONAL, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: B7803907-593F-4B71-8DB2-9F5FF6AA2532 November 9, 2022 | 3:20 PM PST General Manager Asim Akram, General Manaer November 10, 2022 | 1:02 PM PST Patty Mulvihull Interim Executive Director Certificate Of Completion Envelope Id: B7803907593F4B718DB29F5FF6AA2532 Status: Completed Subject: Complete with DocuSign: Amendment 2 MPA 2020 HONEYWELL FINAL.pdf Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 67.161.98.32 Record Tracking Status: Original 11/9/2022 12:43:58 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Asim Akram, General Manaer Asim.akram@honeywell.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.209.34.251 Signed using mobile Sent: 11/9/2022 3:19:46 PM Viewed: 11/9/2022 3:20:11 PM Signed: 11/9/2022 3:20:31 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 3:20:11 PM ID: 30a4fa52-9ae4-4ec8-b6c9-c95f8f8ed9bc Patty Mulvihull pmulvihill@orcities.org Interim Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 63.64.125.122 Sent: 11/10/2022 12:52:27 PM Viewed: 11/10/2022 1:02:13 PM Signed: 11/10/2022 1:02:25 PM Electronic Record and Signature Disclosure: Accepted: 11/10/2022 1:02:13 PM ID: 7a102c0b-6755-42b1-bfab-0162e0d91ae5 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Using IP Address: 66.212.64.166 Sent: 11/9/2022 3:20:33 PM Viewed: 11/10/2022 12:52:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Maribeth Kascht maribeth.kascht@honeywell.com Security Level: Email, Account Authentication (None) Sent: 11/9/2022 3:19:47 PM Viewed: 11/10/2022 3:00:53 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 3:17:31 PM ID: 1208446e-b0ba-4da3-8d1e-953c50a14e7c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/9/2022 12:49:49 PM Certified Delivered Security Checked 11/10/2022 1:02:13 PM Signing Complete Security Checked 11/10/2022 1:02:25 PM Completed Security Checked 11/10/2022 1:02:25 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Asim Akram, General Manaer, Patty Mulvihull, Maribeth Kascht Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact National Purchasing Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. Third Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Amend Attachment A in its Entirety This Amendment to the Master Price Agreement is entered into this 17th day of February 2023 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and HONEYWELL INTERNATIONAL, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the First Amendment to the Master Price Agreement on or about June 10, 2022, and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the Second Amendment to the Master Price Agreement on or about November 9, 2022, and by this reference incorporated herein; and WHEREAS, Vendor desires to amend the price list on Attachment A in its entirety as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about February 17, 2023, to amend the price list on Attachment A in its entirety; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the new price list on Attachment A. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 2 AMENDMENT TO MASTER PRICE AGREEMENT 1. Updated Price List. Attachment A to the Master Price Agreement shall be amended in its entirety to reflect the following price list: ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES DISPATCH LEVEL SYSTEM Product /Service Description Part No USDD List Discount LOC Price Radio System Interface (Full Console Interface) – To L3Harris SYMPHONY (Requires Applications Server (DA2) and owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-SYMP $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To L3Harris MAESTRO (Requires owner- furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-MAES $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To Motorola MCC7500 (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-MCC7 $13,650.00 10% $12,285.00 CAD Interface – TBD (USDD-side Only – Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-U $14,25000 10% $12,825.00 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $10,425.00 10% $9,382.50 G2 Communications Gateway – VMWare Virtual (Software for Controller with Install Assistance) G2-VM $10,425.00 10% $9,382.50 G2 Gateway Audio Radio Interface (Gari2) – Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI-2 $2,450.00 10% $2,205.00 G2 TV REMOTE Module, For Dispatch-Level Information (TV & Electrical Outlet by Others) TVR-R $975.00 10% $877.50 G2 Light Tower Interface LTI $675.00 10% $607.50 DISPATCH SYSTEM SERVICES Gateway Configuration & Modifications GW-CM $325.00 10% $292.50 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio IT personnel) Varies by Geographic location GW-I-O N/A TBD by Quote TBD by Quote Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE BY USDD PERSONNEL GW-I-C $375.00 10% $337.50 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $5,925.00 10% $5,332.50 Gateway Start-Up / BY USDD (Remotely completed with direct coodinaed assistance by authorized customer CAD, Radio & IT Personnel GW-SU-R $2,650.00 10% $2,385.00 Gateway Project Management GW-PM N/A TBD by Quote TBD by Quote Training - System Administrator / Dispatch Supervisor - at AZ Training Facility (4 Hours) TRA-DIS-A $1,550.00 10% $1,395.00 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 3 Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $4,425.00 10% $3,982.50 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $1,325.00 10% $1,192.50 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $4,425.00 10% $3,982.50 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $1,325.00 10% $1,192.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $3,125.00 10% $2,812.50 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 6,125.00 10% $5,512.50 STATION LEVEL SYSTEM RETROFIT COMPONENTS (Integration into Legacy Systems and Legacy Conversion Mixer – G2 Power, Audio & Ethernet (24 devices) – Version 2 MIX4-IP $1,825.00 10% $1,642.50 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio G2-PWR $2,150.00 10% $1,935.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch G2-LAN $550.00 10% $495.00 UPS – Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $1,150.00 10% $1,035.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-4-70V $1,850.00 10% $1,665.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR-8-70V $3,650.00 10% $3,285.00 XX SPECIAL SYSTEM COMPONENTS & PRODUCTS (for replacement of damaged original parts / Critical Updates Only) 90-DAY WARRANTY ATX Mother Board – Replacement for Damaged or EOL Original USDD- 0103SE $8,250.00 10% $7,425.00 G2 Station Controller Software Upgrade – to ATX Station Controller G2-SCSU $10,800.00 10% $9,720.00 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-LAN $365.00 10% $328.50 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-TPC $6,875.00 10% $6,187.50 STATION SYSTEM LICENSES G2 VOICEALERT - Single Station License G2-VA $1,030.00 10% $927.00 STATION SYSTEM CONTROLLER G2 ATX STATION CONTROLLER – Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $21,750.00 10% $19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. ATX-EXP $7,325.00 10% $6,592.50 Rack Mount Ears for ATX or EXP ATX-E $64.00 10% $57.60 Base Plate for ATX or EXP ATX-P $64.00 10% $57.60 Timer (GPS) - Required for any ATX Station Controller not connected to any dispatch-level G2 FSA System TMR-GPS $51.00 10% $45.90 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 4 ATX UPS, Standard UPS-STD $923.00 10% $830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $65.00 10% $58.50 STATION SYSTEM PERIPHERAL COMPONENTS Audio Amplifier, External, Standard AMP-70v $987.00 10% $888.30 Shelf, Under Table or Wall Mount, for 1U ½ Rack AMP-S $76.00 10% $68.40 G2 COLOR INDICATOR REMOTE Module – Up to 8 unique colors CIR 825.00 10% $742.50 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $1,3750.00 10% $1,237.50 Push Button, Standard (Black) PB-B $110.00 10% $99.00 Push Button, Emergency (Red) PB-R $110.00 10% $99.00 G2 LOCAL ALERTING REMOTE Module – Gives ability to trigger the local G2 FSA System when a connection to a dispatch-level system is not available. Requires ATX PoE or PoE Injector. LAR $2,025.00 10% $1,822.50 POE INJECTOR – Provides local 48vdc power to specific USDD peripheral components G2-POE $390.00 10% $351.00 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR-2 $1,425.00 10% $1,282.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12” Active Screen Width / Turn Out Timing ONLY MS-G-M $915.00 10% $823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24” Active Screen Width MS-G-S $1,050.00 10% $945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36” Active Screen Width MS-G-E $1,575.00 10% $1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $55.00 10% $49.50 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $65.00 10% $58,50 MS-G Hanger Kit. Hangs single or double (back-to- back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $73.00 10% $65.70 MS Mount – Articulating, Long reach MS-MNT $325.00 10% $292.50 G2 ROOM REMOTE 2 Module / 2017 version 2 RR-2 $2,025.00 10% $1,822.50 G2 REMOTE USER INTERFACE Module – Extends ATX’s TouchScreen User Interface into alternative area of same building. RUI $2,025.00 10% $1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $75.00 10% $67.50 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) ¾” conduit knock- outs. RR2-SMB $175.00 10% $157.50 G2 SPEAKER – LED Illuminated – FLUSH Mount, 70v SPK-LED- FM $325.00 10% $292.50 G2 SPEAKER – LED Illuminated – SURFACE Mount (Metal Box), 70v SPK-LED- SM $325.00 10% $292.50 G2 SPEAKER – OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays – includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $875.00 10% $787.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14”) I-Beam SPK-OAS- BFC $23.00 10% $20.70 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 5 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS- DCB $55.00 10% $49.50 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT – for mounting directly to hard ceiling SPK-OAS- SMB $55.00 10% $49.50 SPEAKER – STANDARD, FLUSH Mount, 70v SPK-STD- FM $105.00 10% $94.50 SPEAKER – STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD- SM $105.00 10% $76.50 SPEAKER – APP BAY/OUTDOOR – Weatherized, Surface Mount, 70v SPK-W-SM $325.00 10% $292.50 G2 Strobe Light / Red LED STR-2 $575.00 10% $517.50 G2 TV REMOTE Module – For Station-Level Information (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR-R $975.00 10% $877.50 Flat Panel Monitor / Smart HDTV 40-43” (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FPM-S $1,100.00 10% $999.00 Flat Panel/TV Mount – Universal 23”-46” Tilt FPM-U $115.00 10% $103.50 Transformer, 8ohm to 70V, External XFMR $53.00 10% $47.70 VIDEO DOOR STATION – Doorbell & Camera that ties into G2 FSAS (HDTV Remote) – Includes Power Injector VDS $ 1,700.00 10% $1,530.00 Hourly Rates Description Cat. No. List Price Discount LOC Pricing Senior Software Engineer HR-SS1 $325.00 10% $292.50 Software Engineer I HR-SE1 $310.00 10% $279.00 Field Training Representative HR-FTR $345.00 10% $310.00 Remote Training Representative HR-RTR $275.00 10% $247.50 Field Project Manager HR-FPM $275.00 10% $247.50 Remote Project Manager HR-RPM $225.00 10% $202.50 Service Technician HR-ST $165.00 10% $148.50 Integration Technician HR-IT $150.00 10% $135.00 OPTIONS Description Part No. List Price Discount LOC Pricing G2 FSA Applications Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. APLS-SVR $ 4,625.00 10% $ 4,162.50 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) - for additional licenses over and above x24 provided with ATX Station Controller APP-DLA $ 108.00 10% $97.20 System Configuration and Modification for Applications Integrations APLS-CM $325.00 10% $292.50 Training - Application Services - On-Site (4 Hours) APLS-TRN-O $4,425.00 10% $3,982.00 Training - Applications Services - At Arizona Training Center (4 Hours) APLS-TRN-A $1,550.00 10% $1,395.00 Training - Applications Services - Remote Refresh (4 Hours) APLS-TRN-R $1,325.00 10% $1,192.50 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 6 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020, shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: HONEYWELL INTERNATIONAL, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D Asim Akram, General Manaer General Manager February 20, 2023 | 8:14 AM PST Patricia M. Mulvihill Executive Director February 20, 2023 | 8:51 AM PST Certificate Of Completion Envelope Id: 7589463D4EDA4139BC2989DFDC8B6B4D Status: Completed Subject: Complete with DocuSign: Amendment 3 MPA 2020 Honeywell FINAL.pdf Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 98.232.37.85 Record Tracking Status: Original 2/17/2023 2:40:44 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Asim Akram, General Manaer asim.akram@honeywell.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 155.190.20.7 Sent: 2/20/2023 8:12:23 AM Viewed: 2/20/2023 8:14:24 AM Signed: 2/20/2023 8:14:38 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:14:24 AM ID: dcd85798-9d2d-4e0a-9494-c4aa19cc90c6 Patricia M. Mulvihill pmulvihill@orcities.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.152.168.162 Sent: 2/20/2023 8:14:42 AM Viewed: 2/20/2023 8:51:12 AM Signed: 2/20/2023 8:51:25 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:51:12 AM ID: 8b0eab46-4a31-487b-b00c-67b3ece45fb1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Maribeth Kascht maribeth.kascht@honeywell.com Security Level: Email, Account Authentication (None) Sent: 2/20/2023 8:12:25 AM Viewed: 2/20/2023 9:35:00 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:11:02 AM ID: b010e4c9-5f05-421b-87d5-006a1aad6223 Carbon Copy Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Sent: 2/20/2023 8:14:40 AM Resent: 2/20/2023 8:51:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/17/2023 2:43:46 PM Certified Delivered Security Checked 2/20/2023 8:51:12 AM Signing Complete Security Checked 2/20/2023 8:51:25 AM Completed Security Checked 2/20/2023 8:51:25 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Asim Akram, General Manaer, Patricia M. 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Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. EXHIBIT B TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS [Quote or Work Order] See following pages. PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 16 us digital designs Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to: Town of Fountain Hills, Arizona Fountain Hills Fire Department Project: G2 Fire Station Alerting System Two (2) Station Systems Proposal number: AZ_FTHL002 Revision # 1 Quote Date: 15-Aug-2023 Quote Expires: 13-Nov-2023 INSTALLATION BY: Vertec Joshua Swarts / joshua.swarts@vertec.us / (520) 528-9496 By: Erik Hanson Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1739 direct 602-390-0403 mobile erik.hanson@honeywell.com [This Proposal is subject to corrections due to Errors or Omissions] Pricing protected pursuant to the Master Price Agreement entered into between League of Oregon Cities (LOC) and USDD, and made available to members of the National Purchasing Partners, LLC, dba Public Safety GPO, dba Law Enforcement GPO, and dba NPPgov - Contract #PS20350. More information is available at: https://nppgov.com/contract/us-digital-designs. Fountain Hills Fire Department is Already Member # M-5705968 PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 2 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:11/13/23 Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 0 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ - SC3a Kit USDD 1 Rack Mount Ears for ATX or EXP ATX-E $ 64.00 $ 57.60 $ 57.60 SC3b Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 64.00 $ 57.60 $ - SC4a Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 SC4b Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 65.00 $ 58.50 $ 58.50 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 76.00 $ 68.40 $ 68.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 825.00 $ 742.50 $ - SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,100.00 $ 990.00 $ - SP3c Ea TBD 0 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 115.00 $ 103.50 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,375.00 $ 1,237.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 1 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 99.00 SP7 Ea USDD 0 G2 MESSAGE REMOTE 2 Module MR2 $ 1,425.00 $ 1,282.50 $ - AZ_FTHL002 v1 STATION-LEVEL STATION 01 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.AZ_FTHL.FS01.FS02.FSA.2023.08.2.pdf STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 3 of 16 SP8a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP8b Ea USDD 5 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 4,725.00 SP8c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9a Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 55.00 $ 49.50 $ - SP9b Ea USDD 2 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 65.00 $ 58.50 $ 117.00 SP9c Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 110.00 $ 99.00 $ - SP9d Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 325.00 $ 292.50 $ 585.00 SP10a Ea USDD 2 G2 ROOM REMOTE 2 Module RR2 $ 2,025.00 $ 1,822.50 $ 3,645.00 SP10b Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 75.00 $ 67.50 $ - SP10c Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ - SP11a Ea USDD 14 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 4,095.00 SP11b Ea USDD 1 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ 292.50 SP12a Ea USDD 0 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (requires MR2 for power/signal/control) SPK-OAS $ 1,150.00 $ 1,035.00 $ - SP12b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 23.00 $ 20.70 $ - SP12c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T- Bar in Suspended Ceiling SPK-OAS-DCB $ 55.00 $ 49.50 $ - SP12d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 55.00 $ 49.50 $ - SP13a Ea USDD 13 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 105.00 $ 94.50 $ 1,228.50 SP13b Ea USDD 0 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 105.00 $ 94.50 $ - SP14 Ea USDD 6 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 325.00 $ 292.50 $ 1,755.00 SP15 Ea USDD 0 G2 Strobe Light / Red LED STR $ 575.00 $ 517.50 $ - SP16 Ea USDD 0 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ - SP17 Ea USDD 0 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 $ 1,530.00 $ - PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 4 of 16 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1 Station Installation (Vertec)ST-INST $ 32,925.50 $ 29,632.95 $ 29,632.95 SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,218.00 $ 1,996.20 $ 1,996.20 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,109.00 $ 998.10 $ 998.10 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 487.96 $ 439.16 $ 439.16 SS6 Ea USDD 1 Station Documentation ST-DM $ 66.54 $ 59.89 $ 59.89 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,425.00 $ 3,982.50 $ - SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 650.00 $ 585.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 6,125.00 $ 5,512.50 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,125.00 $ 2,812.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 4,436.00 $ 3,992.40 5988.6 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 4,436.00 $ 3,992.40 $ - 73,050.30$ 1,229.00$ -$ -$ 74,279.30$ This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. STATION SYSTEM SERVICES Shipping: STATION 01 System: STATION SUBTOTAL: STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Warranty & Support: Miscellaneous (if applicable) PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 5 of 16 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. Warranty & Support Notes: Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. Station System Installation Notes: PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 6 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:11/13/23 Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 0 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ - SC3a Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 64.00 $ 57.60 $ - SC3b Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 64.00 $ 57.60 $ - SC4a Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 SC4b Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 65.00 $ 58.50 $ 58.50 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 76.00 $ 68.40 $ 68.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 825.00 $ 742.50 $ - SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,100.00 $ 990.00 $ - SP3c Ea TBD 0 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 115.00 $ 103.50 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,375.00 $ 1,237.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 1 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 99.00 SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module MR2 $ 1,425.00 $ 1,282.50 $ 1,282.50 AZ_FTHL002 v1 STATION-LEVEL STATION 02 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.AZ_FTHL.FS01.FS02.FSA.2023.08.2.pdf STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 7 of 16 SP8a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP8b Ea USDD 7 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 6,615.00 SP8c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9a Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 55.00 $ 49.50 $ - SP9b Ea USDD 3 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 65.00 $ 58.50 $ 175.50 SP9c Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 110.00 $ 99.00 $ - SP9d Ea TBD 3 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 325.00 $ 292.50 $ 877.50 SP10a Ea USDD 0 G2 ROOM REMOTE 2 Module RR2 $ 2,025.00 $ 1,822.50 $ - SP10b Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 75.00 $ 67.50 $ - SP10c Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ - SP11a Ea USDD 12 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 3,510.00 SP11b Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ - SP12a Ea USDD 1 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (requires MR2 for power/signal/control) SPK-OAS $ 1,150.00 $ 1,035.00 $ 1,035.00 SP12b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 23.00 $ 20.70 $ - SP12c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T- Bar in Suspended Ceiling SPK-OAS-DCB $ 55.00 $ 49.50 $ - SP12d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 55.00 $ 49.50 $ - SP13a Ea USDD 4 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 105.00 $ 94.50 $ 378.00 SP13b Ea USDD 1 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 105.00 $ 94.50 $ 94.50 SP14 Ea USDD 5 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 325.00 $ 292.50 $ 1,462.50 SP15 Ea USDD 0 G2 Strobe Light / Red LED STR $ 575.00 $ 517.50 $ - SP16 Ea USDD 0 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ - SP17 Ea USDD 0 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 $ 1,530.00 $ - PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 8 of 16 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1 Station Installation (Vertec)ST-INST $ 26,711.59 $ 24,040.43 $ 24,040.43 SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,158.55 $ 1,942.70 $ 1,942.70 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,079.28 $ 971.35 $ 971.35 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 474.88 $ 427.39 $ 427.39 SS6 Ea USDD 1 Station Documentation ST-DM $ 64.76 $ 58.28 $ 58.28 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,425.00 $ 3,982.50 $ - SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 650.00 $ 585.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 6,125.00 $ 5,512.50 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,125.00 $ 2,812.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 4,317.10 $ 3,885.39 5828.085 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 4,317.10 $ 3,885.39 $ - 66,294.05$ 1,108.00$ -$ -$ 67,402.05$ STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT STATION 02 System: Shipping: Warranty & Support: STATION SUBTOTAL: Miscellaneous (if applicable) This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. STATION SYSTEM SERVICES PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 9 of 16 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. Warranty & Support Notes: 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. Station System Installation Notes: 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 10 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:###### Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL 141,681.35 74,279.30 - - 67,402.05 - - Notes: 141,681.35$ STATION 02 SYSTEM: STATION 02 WARRANTY & SUPPORT: STATION 01 MISC.: STATION 01 SYSTEM: STATION 02 MISC.: Includes: Includes: STATION 01 WARRANTY & SUPPORT: Section Totals STATION-LEVEL SUBTOTAL AZ_FTHL002 v1 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. Two (2) Station Systems currently included in this proposal, with installation by Vertec included. (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement US Digital Designs System Total: PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 11 of 16 TERMS AND CONDITIONS OF USDD PRODUCT SALES These U.S.Digital Designs,Inc.terms and conditions of sale (“Terms and Conditions”)are effective March 1,2022 (the “Terms and Conditions Effective Date”),and supersede all prior versions covering the sale of products and related services (collectively,“Products”,as defined more specifically below)by U.S.Digital Designs,Inc.(“USDD”).References to “Customer”,“you”,or “your”all pertain to the purchaser of Products. These Terms and Conditions, together with any separate agreement you may have with USDD that specifically references these Terms and Conditions (collectively,the “Agreement”)set forth the entire agreement between the parties relating to your purchase of USDD Products.The Agreement may only be modified by an authorized representative of each party in a signed writing. ORDERS.Orders (including any revised and follow-on orders)(each,an “Order”)for USDD Products are non-cancelable,except as expressly set forth herein,and will be governed by the terms of the Agreement.All Orders are subject to acceptance by USDD and shall include the following information:purchase order number;customer’s legal name and billing address;Customer’s shipping address;and a list of the Products and quantities for each different type of Product Customer wishes to order.USDD’s acknowledgment of its receipt of an Order shall not constitute acceptance of such Order. An Order is deemed to be accepted upon the earlier of (i) USDD’s written acceptance or (ii) shipment of the Products specified in the Order. Any conflicting,additional,and/or different terms or conditions on Customer’s Order or any other similar instrument are deemed to be material alterations and are rejected and not binding upon USDD.USDD’s acceptance of Customer’s Order is expressly conditioned upon Customer’s assent to the terms and conditions contained herein in their entirety.Customer’s acceptance of delivery from USDD constitutes Customer’s acceptance of these terms and conditions in their entirety. REMITTANCES.All invoices shall be due and payable upon receipt in United States currency,free of exchange or any other charges,or as otherwise agreed in writing by USDD. QUOTE PRICING.This proposal expires 30 days after its date.Prices are subject to correction for error.Prices,terms,conditions,and Product or Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance. PAYMENT. 4.1.Invoicing &Payment .USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due thirty (30)days from the date of the invoice,unless prepayment is required in the quote.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall be entitled to interest at the annual rate of 18%,or the maximum amount allowed by law,and shall also be entitled to avail itself of any other legal or equitable remedies.Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder. 4.2.Payment Disputes.Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information. Disputes as to invoices are deemed waived fifteen (15)days following the invoice date.In the event that any portion of an invoice is undisputed,such undisputed amount must be paid by no later than the invoice due date. 4.3.No Set Off .Neither Customer nor any related entities (or representatives or agents thereof)shall attempt to set off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from USDD,its parent,affiliates,subsidiaries or other legal entities, business divisions, or units. 4.4.Credit Card Payments.All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed thereon willwould be facilitated usingsubject to USDD’s standard Purchase Order and Invoice process.If Ccustomer would rather seek to use a Credit Card for purchase, then said order would be subject to a 4% credit card surcharge. SURCHARGES. 5.1.In addition to any Product repricing under Section 8.2,USDD may,from time-to-time and in its sole discretion,issue surcharges on new and existing Orders in order to mitigate and/or recover increased operating costs arising out of or related to,without limitation:(a)foreign currency exchange variation,(b)increased cost of third-party content,labor and materials,(c)impact of government tariffs or other actions,and (d)any conditions that increase USDD’s costs,including without limitation increased labor,freight,material or supply costs,or increased costs due to inflation (collectively, “Surcharges”).Such Surcharges will not be considered a “price increase”as contemplated hereunder and will be effective upon notice to Customer. For avoidance of doubt,Orders placed prior to the Terms and Conditions Effective Date which have not been delivered,including those on backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 12 of 16 5.2.USDD will invoice Customer,and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions.If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15)days,USDD may,in its sole discretion,withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions.Any Surcharges,as well as the timing,effectiveness,and method of determination thereof,will be separate from and in addition to any changes to pricing that are affected by any other provisions in these Terms and Conditions. CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by USDD related to the Order. TAXES. USDD’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax USDD is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes USDD with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD. SHIPPING/DELIVERY/RISK OF LOSS. 8.1.Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. USDD and its affiliated entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated delivery date shall be extended accordingly. 8.2.Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, USDD may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order. 8.3.Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay USDD a storage fee (the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed. 8.4.Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i) EX Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all shipments (except that USDD is responsible for obtaining any export license), and (ii) F.O.B. USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF USDD, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS, OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT USDD’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE. 9.1.Product Warranty Terms. Subject to the terms, conditions and limitations contained herein, and unless USDD has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), USDD warrants and guarantees its products will be free from defects in workmanship and materials (collectively, “Defects”) for 12 months from the date of shipment to Customer (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 16 9.2.Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, USDD, at its option, will either (1) repair the Product defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Product. Any replacement Product or part, including a user-installable part that has been installed in accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period or for ninety (90) days from the date of repair, whichever is longer. When a Product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of its warranty obligation must be used in the same USDD Fire Station Alerting System for which the warranty claim is made. 9.3.Procedure for Warranty Claims. 9.3.1.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at http://stationalerting.com/home/about- usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s technical instructions,and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 9.3.2.Customer shall be responsible for appropriately packing and shipping Products,to USDD for repair,and shall bear all risks and costs associated withof,shipping any Product to USDD for repairthe same.USDD shall be responsible for,and bear all risks and costs of,returning any Product to Customer after repair or replacement,but Customer will be responsible for paying any customs or import duties payable upon receipt of any repaired or replacement Products. A replacement Product will be returned to Customer configured as it was when the Product was originally purchased, subject to applicable updates. 9.4.Return Material Authorization Process.If a Customer makes a warranty claim for a Product during the Warranty Period,the Customer shall provide USDD with the Product model and serial number and failure information to initiate the RMA process.Upon USDD’s issuance of the RMA, USDD will send the replacement Product,shipped postage paid ground shipping,to the address provided by Customer.RMA requests approved between 12:00 a.m.and 2:00 p.m.Mountain Standard Time are shipped on the same business day.After 2:00 p.m.Mountain Standard Time,the replacement Product is shipped on the next business day.All RMA requests are processed on the business day on which the request was received, excluding holidays.Included with the shipped package will be return shipment instructions and a pre-paid return shipping label for the Product that the Customer is returning.The original Product must be returned in the shipping box provided by USDD.No goods will be accepted for exchange or return without a pre-approved RMA number or which have not been properly packaged in USDD’s shipping box to ensure that goods are not damaged due to improper packing and the shipping process.The original Product must be shipped back within 10 days of receiving the replacement.Failure to return the original Product,or failure to return in an appropriate manner,will cause Customer to incur a replacement charge equal to full market value of the replacement Product. 9.5.No Fault Found.USDD reserves the right to charge 50%of the standard repair price if the returned Product is found to have no defect covered by the Warranty.Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product is “old.”Product returns will not be allowed if,upon examination of the returned Product,it is determined that the Product was subjected to accident, misuse,neglect,alteration,improper installation,unauthorized repair,improper testing,or poor packaging upon return.In such event,USDD shall invoice Customer for the full market value of the replacement Product. 9.6.WARRANTY EXCLUSIONS & DISCLAIMERS. 9.6.1.USDD does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free.USDD further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number. 9.6.2. USDD does not warrant or support any system not installed by G2 Trained & Certified Installation technician (installer). If Customer intends to tie this system into any 3rd-party system or devices,USDD will be unable to warrant or support the Products unless USDD has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations. 9.6.3. USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products. This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose. 9.6.4.USDD cannot warrant nor support any system not using USDD-approved Uninteruptable Power Supply Battery Backup.This Warranty does not apply to monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. Recovery and reinstallation of hardware and user data (including passwords) are not covered under this Warranty. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 16 9.6.5.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by use with non- USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e)to damage caused by operating the Product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g)to a Product or part that has been modified to alter functionality or capability without the written permission of USDD;(h)to Software (as defined below);(i) to any other damage caused by an event or action outside of USDD’s control,including,without limitation,Customer’s failure to apply required or recommended updatres or patches to any Software or Product; or (h) if any serial number has been removed or defaced. LIMITATIONS OF LIABILITY.TO THE EXTENT PERMITTED BY LAW,THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS AND ANY OTHER REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS PERMITTED BY APPLICABLE LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties,then to the extent permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller, agent, or employee is authorized to make any modification,extension,or addition to this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS,AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,SPECIAL,INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL; LOSS OF REPUTATION;AND LOSS OF,DAMAGE TO OR CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED,INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS.USDD’S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO USDD FOR THE PRODUCTS GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST USDD MORE THAN ONE YEAR AFTER THE FIRST EVENT GIVING RISE TO A CAUSE OF ACTION,UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW.USDD disclaims any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon. SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post-Warranty service agreement or maintenance program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith. SOFTWARE PRODUCTS.All software Products delivered by USDD to Customer or for which USDD provides access,including,without limitation, USDD’s mobile application software and Products with embedded software or firmware (collectively,“Software”)are not sold and are licensed.At all times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties, Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Products provided by USDD and Customer’s fire station alerting system (the “License”).The terms of such Software License may be set forth in a separate software license agreement or end user license agreement provided by USDD with such Software.In no event shall Customer have any right to (or authorize or allow any third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other rights in the Software; decompile, disassemble, reverse engineer,or otherwise attempt to reconstruct,identify,or discover any source code,underlying user interface architecture or techniques,or algorithms of the Software by any means;or take any action that would cause the Software or any portion of it to be placed in the public domain.In the event of a conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions,the relevant Software license terms shall control solely with respect to such Software. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 16 INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice,trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License,as set forth above.For purposes of this Section,“Intellectual Property"means any and all rights of USDD related to USDD’s Products existing from time to time under patent law, copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works,work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide. REMOTE ACCESS TO THE SYSTEM. 14.1.Remote Access.USDD requires remote network access to the Customer’s Products through Secure Shell (SSH)to perform implementation and support tasks under this Agreement.To enable remote network access,the Customer will provide USDD support personnel VPN or similar remote network access to the Products for USDD support personnel (“Customer Support ”)to effectively troubleshoot critical or complex problems and to expedite resolution of such issues.Remote network access is also used to install core software upgrades and customized software.USDD will only access Customer’s Products with the knowledge and consent of Customer. USDD will not access any other systems or data. 14.2.Alternative to Network Access.If the Customer elects not to provide remote network access to the Products,then USDD may not be able to perform some support functions.Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform the above services.The following services will not be performed without this access:Product software upgrades;Product software customization; Network troubleshooting assistance including packet capture and network monitoring on USDD devices;Detailed log analysis;Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer. 14.3.Timely Access.Customers much ensure that remote access is available prior to notifying USDD of a support request.In the event that the Customer is unable to provide remote access,USDD will not be required to provide support outside those tasks that do not require remote access,and any corresponding resolution response times will not apply. 14.4.Physical Security Tokens.USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security tokens from the USDD office. If the customer requires the use of physical security tokens, this may delay after hours service. GOVERNING LAW.This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles. DISPUTE RESOLUTION/ARBITRATION.Before either USDD or Customer initiate any dispute resolution process related to the Agreement,they must schedule a mandatory executive resolution conference to be held within thirty (30)days of receipt of the other party’s written request.The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute.If the dispute is not resolved within fifteen (15)days of the end of the conference or if one party refuses to attend the executive resolution conference,then USDD and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules,to the extent such rules are not inconsistent with this Section,in the AAA’s Phoenix regional office by a single,neutral arbitrator.Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown.In ruling on motions pertaining to discovery,the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes,and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved.The arbitrator shall permit dispositive motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages.Any award rendered by the arbitrator will be final and binding upon USDD and Customer,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose.In the event a dispute is submitted to arbitration pursuant to this Section,the prevailing party shall be entitled to the payment of its reasonable attorneys’fees and costs,as determined by the arbitrator.Each of the parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 16 of 16 FORCE MAJEURE.Except for Customer’s duty to pay sums due hereunder,neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event.As used herein,a “Force Majeure Event”is one that is beyond the reasonable control of the non- performing party and may include,but is not limited to:(a)delays or refusals to grant an export license or the suspension or revocation thereof,(b) embargoes,blockages,seizure or freeze of assets,or any other acts of any government that would limit a party’s ability to perform the Contract,(c) fires,earthquakes,floods,tropical storms,hurricanes,tornadoes,severe weather conditions,or any other acts of God,(d)quarantines,pandemics,or regional medical crises,(e)labor strikes,lockouts,or pandemic worker shortages,(f)riots,strife,insurrection,civil disobedience,landowner disturbances,armed conflict,terrorism or war,declared or not (or impending threat of any of the foregoing,if such threat might reasonably be expected to cause injury to people or property),and (g)shortages or inability to obtain materials or components.The party unable to fulfill its obligations due to Force Majeure will promptly (i)Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure;and (ii)Use all reasonable efforts to avoid or remove the cause and perform its obligations. If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty (60) days or longer, USDD may provide notice to Customer that it is cancelling its Order. ACCEPTANCE OF TERMS.This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that these Terms and Conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order. No waiver, alteration, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. SEVERABILITY.In the event any provision or portion of a provision herein is determined to be illegal,invalid,or unenforceable,the validity and enforceability of the remaining provisions shall not be affected and,in lieu of such provision,a provision as similar in terms as may be legal,valid,and enforceable shall be added hereto. WAIVER.The failure of either party to insist upon strict performance of any provision of these Terms and Conditions,or to exercise any right provided for herein,shall not be deemed to be a waiver for the future of such provision or right,and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein. NO JOINT VENTURE.The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed to constitute either party hereto as the partner,joint venturer,employee,agent,servant,franchisee,or other representative of the other party hereto,and neither party has the right to bind or obligate the other,except as otherwise provided herein.Furthermore,nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect. THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. USDD.AZ_FTHL.FS01.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CONFID ENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF U S D IGI T AL DE S I G N S , I N C . R E P R O D U C T I O N , DISTRIBU TION OR USE BY OTHERS, IN WHO LE OR I N P A RT, IS N O T PER M ITTED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8/02/2023 - 3:30PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND - U SE R -A P P ROVALINSTALL E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FOUNTIN HILLS RURAL METRO FIRE DEPT, AZFIRE STATION 1 - MAIN FLOOR16426 E. PALISADES BLVDDWKNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. ADP MSML MSSMSS PoE ADP MSML MSSMSS PoEMSSPoERR2PoEA.3 A.2 A.2 A.1 EA.1 S SS S S S S S SS S S Count Name 5 G2 PoE PORT REQUIRED Count Name 1 EXTERNAL AMPLIFIER (60-100W) 1 G2 ATX STATION CONTROLLER 1 G2 ATX-EXP RACK EARS (ATX-E) 1 G2 HDTV REMOTE 14 G2 LED SPEAKER (G2-LVL-HC-70) 1 G2 LED SPEAKER-BOX 5 G2 MESSAGE SIGN STANDARD (MS-G2-S) 2 G2 MS ADAPTOR PLATE DOUBLE (AP-D) 1 G2 UPS (G2-UPS) 1 G2 UPS WALL-MOUNT (UPS-WMB) 2 MS-MNT-ART-L 1 PUSH BUTTON (BLACK) 1 PUSH BUTTON (RED) 2 ROOM REMOTE 2 (RR-2) 13 SPEAKER FLUSH MOUNT 6 SPEAKER WEATHER-PROOF USDD.AZ_FTHL.FS01.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CONFID ENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF U S D IGI T AL DE S I G N S , I N C . R E P R O D U C T I O N , DISTRIBU TION OR USE BY OTHERS, IN WHO LE OR I N P A RT, IS N O T PER M ITTED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8/02/2023 - 3:30PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND - U SE R -A P P ROVALINSTALL E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FOUNTIN HILLS RURAL METRO FIRE DEPT, AZFIRE STATION 1 - MAIN LEVEL 16426 E. PALISADES BLVDDWKNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. A.4 RR2PoE A.3 A.2 A.3 A.1 S S S S S S S S S S S S S USDD.AZ_FTHL.FS01.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CON FIDENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF US D I G I T A L D ES IGN S, I N C . R E P R O D U C T I O N , DISTRIBUTI ON OR USE BY OTHERS, IN WH OLE OR IN PAR T, IS NOT PERMITT ED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8/02/2023 - 3:30PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PBRED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND- U SE R -A P P ROVALINSTALL E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FOUNTAIN HILLS RURAL METRO FIRE DEPT, AZFIRE STATION 1 - UPPER LEVEL16426 E. PALISADES BLVDDWKNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. A.4 A.2 PB BLACK PB RED DOORBELL EMERGENCY ALERT TVRTO ATX SWITCH ONLY S S S S S S S S A.1 S AMPATX UPS USDD.AZ_FTHL.FS02.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CONFID ENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF U S D IGI T AL DE S I G N S , I N C . R E P R O D U C T I O N , DISTRIBU TION OR USE BY OTHERS, IN WHO LE OR I N P A RT, IS N O T PER M ITTED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8/02/2023 - 3:30PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND - U SE R -A P P ROVALINSTALL E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FOUNTAIN HILLS RURAL METRO FIRE DEPT, AZFIRE STATION 210650 N FOUNTAIN HILLS BLVD, FOUNTAIN HILLS AZ 85268DWKNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. S MSS PoE MR2 S TO MR2 BY ATX ATX UPS ADPMSMLMSSMSSPoE PoEA.4 ADPMSMLMSSMSSPoE ADPMSMLMSSMSSPoE ATX EQUIPMENT LOCATION S S SS AMP EA.1 A.1 A.1 A.3 A.2TVR TO ATX SWITCH ONLY PBBLACKPBREDDOORBELL EMERGENCY ALERT S S S S S S SSS S S S S S S S Count Name 5 G2 PoE PORT REQUIREDSCountName 1 EXTERNAL AMPLIFIER (60-100W) 1 G2 ATX STATION CONTROLLER 1 G2 HDTV REMOTE 12 G2 LED SPEAKER (G2-LVL-HC-70) 1 G2 MESSAGE REMOTE 2 7 G2 MESSAGE SIGN STANDARD (MS-G2-S) 3 G2 MS ADAPTOR PLATE DOUBLE (AP-D) 1 G2 OMNISTROBE SPEAKER 1 G2 UPS (G2-UPS) 3 MS-MNT-ART-L 1 PUSH BUTTON (BLACK) 1 PUSH BUTTON (RED) 4 SPEAKER FLUSH MOUNT 5 SPEAKER WEATHER-PROOF 1 SPEAKER-METAL BOX