HomeMy WebLinkAbout2025-01-28; City Council; 03; Agreement with Honeywell International Inc. for Fire Station Alerting Systems Installation ServicesCA Review GH
Meeting Date: Jan. 28, 2025
To: Mayor and City Council
From: Geoff Patnoe, City Manager
Staff Contact: Maria Callander, Information Technology Director
maria.callander@carlsbadca.gov, 442-339-2454
Kevin Peebler, Business Technology Manager for Public Safety
kevin.peebler@carlsbadca.gov, 442-339-5757
Subject: Agreement with Honeywell International Inc. for Fire Station Alerting
Systems Installation Services
Districts: All
Recommended Actions
Adopt a resolution authorizing execution of an agreement with Honeywell International Inc., for
fire station alerting system installation services to replace the current systems at fire stations 1,
3, 4, 5 and 6, in a not-to-exceed amount of $395,588.03.
Executive Summary
The City of Carlsbad has seven fire stations throughout city, each station is equipped with an
alerting system. These alerting systems notify crews in their quarters of a call for service,
through a combination of alarms and flashing lights, followed by messages broadcast over
speakers such as, “Medic response,” or “Engine response.”
The alerting systems are connected to a regional dispatch system hosted by the North County
Dispatch Joint Powers Association, commonly known as North Comm, which provides fire and
medical emergency dispatch services to most city fire departments in the region. The alerting
systems are required to be compatible with the North Comm system.
Of the seven fire stations, only the two that were recently built, stations 2 and 7, meet the
standards set by North Comm. The remaining stations must rely on a 20-year-old antiquated
system that is past its useful life. This system is no longer supported by the manufacturer, so
parts are not readily available and it can no longer be maintained.
The current system does have a fail-safe back-up, using a variety of technologies, that augment
the current station alerting system, but it cannot replace a modern system.
Under the proposed professional services agreement with Honeywell International Inc,
Honeywell will replace the current alerting systems at fire stations 1, 3, 4, 5 and 6 with the
same alerting system that was installed at fire stations 2 and 7. This will bring all of the city’s
fire stations up to North Comm standards.
Jan. 28, 2025 Item #3 Page 1 of 111
The installation agreement is for a not-to-exceed amount of $395,588.03. The amount has
already been budgeted so no additional allocation is needed.
Once the fire stations are converted to the new alerting systems, the systems will need to be
maintained. A second agreement with Honeywell will need to be executed for the annual
maintenance services. The maintenance agreement will be in a not-to-exceed amount of
$123,287 for a five-year term. It does not require City Council approval because the annual cost
is within the approval limits of the City Manager or a designee.
Staff are asking the City Council to authorize execution of the proposed installation agreement
with Honeywell for the replacement of the current alerting systems at fire stations 1, 3, 4, 5 and
6 in an amount not to exceed of $395,588.03, and to delegate the authority to sign the
agreement to the City Manager.
City Council authorization is required for the procurement of such services that cost over
$100,000 under Carlsbad Municipal Code Section 3.28.070(D).
Staff will request the $29,201 needed to pay for the annual maintenance agreement starting in
the second year of the agreement as a budget increase to the Information Technology
Department’s operation budget during the fiscal year 2025-26 budgeting process.
Explanation & Analysis
The new system has the benefit of being compatible with the 800-Megahertz radio frequency
used for normal operations as well as with very high frequencies needed for backup. It is easily
configurable to accommodate the changing needs for the Fire Department. The system has
proven to be reliable at stations 2 and 7, as well as at neighboring agencies such as those in
Escondido and San Marcos.
Staff anticipate that this project will take about six months to complete once installation begins.
The upgrade process will be scheduled in coordination with each fire station and North Comm
at the time the department switches over, for testing of its functionality and reliability.
The services agreement with Honeywell will cover the procurement of the hardware and
materials and the installation of the alerting system. Honeywell has engaged the sub-contractor
Valiant Technologies, LLC for the installation of the alerting equipment.
Because the city has two fire stations on the new station alerting system, the maintenance
agreement will consolidate maintenance services for all seven fire stations into a single
agreement.
Honeywell has provided an agreement and statement of work for the fire station alerting
system at the five fire stations in an amount not to exceed $395,588.03. This price is based on a
cooperative purchasing agreement that offers government agencies the use of competitively
bid pricing.1
1 Cooperative purchasing is when a government agency uses an existing competitive procurement process (and
contract) from another agency as the basis for entering a contract to purchase the same or similar items or
services directly from the vendor.
Jan. 28, 2025 Item #3 Page 2 of 111
Carlsbad Municipal Code Section 3.28.100 allows the city’s Purchasing Officer to join with other
public or quasi-public agencies in cooperative purchasing plans or programs for purchase of
goods and/or services by contract, arrangement or agreement as allowed by law and as
determined by the Purchasing Officer to be in the city’s best interest. The officer may buy
directly from a vendor at a price established by another public agency when the other agency
has made their purchase in a competitive manner.
The Purchasing Officer has determined that it is in the city’s best interest to procure the
hardware/materials and installation services through a cooperative purchasing agreement and
approved a request to participate in a cooperative purchasing agreement in a memorandum
dated Jan. 13, 2025, as shown in Exhibit 4. The statement of work and the hardware/materials
for the alerting system are available for purchase through a cooperative purchase agreement
that was competitively sourced by League of Oregon Cities on behalf of the National Purchasing
Partners awarded to Honeywell International, Inc. The cooperative purchase agreement is
provided as Exhibit 3.
Fiscal Analysis
The one-time cost for the Honeywell Fire Station Alerting System installation for fire stations 1,
3, 4, 5 and 6 will not exceed $395,588.03, for the hardware, materials and installation services.
The annual maintenance for all seven of the fire stations systems will be $123,287 for a five-
year term or $29,201 starting in the second year. The maintenance agreement will also
incorporate the annual maintenance of the system at fire stations 2 and 7.
The City Council approved the funding for the Fire Station Alerting Systems Project at Fire
Stations 1, 3, 4, 5 and 6 as part of the fiscal year 2024-25 Strategic Digital Transformation
Investment Program, allocating $500,000 for the project.
The annual maintenance costs are not budgeted. Staff will request a $29,201 increase to the
Information Technology Department’s operating budget for the annual maintenance costs
during the FY 2025-26 budgeting process. (The maintenance costs for the first year is included
in the installation agreement for fire stations 1, 3, 4, 5 and 6. The maintenance costs for
stations 2 & 7 will be paid during Year 1 of the maintenance agreement, with those for the
remaining stations starting in Year 2.)
Honeywell agreements
Agreements Year 1 Year 2 Year 3 Year 4 Year 5 Total
Installation
Project costs (SDTIP Funding)
Hardware, material $250,938 $0 $0 $0 $0 $250,938
Installation $144,650 $0 $0 $0 $0 $144,650
Total project costs $395,588 $0 $0 $0 $0 $395,588
Maintenance
Ongoing costs (operations funding) *
Annual maintenance $6,484 $29,201 $29,201 $29,201 $29,201 $123,287
Total agreements costs $402,072 $29,201 $29,201 $29,201 $29,201 $518,875
Jan. 28, 2025 Item #3 Page 3 of 111
Next Steps
If the City Council approves the installation agreement, staff will establish a project schedule
and begin implementation. Additionally, staff will execute the maintenance agreement for on-
going services.
Environmental Evaluation
This action does not require environmental review because it does not constitute a project
within the meaning of the California Environmental Quality Act under California Public
Resources Code Section 21065 in that it has no potential to cause either a direct physical
change or a reasonably foreseeable indirect physical change in the environment.
Exhibits
1. City Council resolution
2. Purchasing Officer memo dated Jan. 13, 2025
3. Cooperative purchasing agreement
Jan. 28, 2025 Item #3 Page 4 of 111
RESOLUTION NO. 2025-025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF AN AGREEMENT WITH
HONEYWELL INTERNATIONAL INC., FOR FIRE STATION ALERTING SYSTEM
INSTALLATION SERVICES TO REPLACE THE CURRENT SYSTEMS AT FIRE
STATIONS 1, 3, 4, 5 AND 6, IN AN AMOUNT NOT TO EXCEED $395,588.03
WHEREAS, the city requires the replacement of the fire station alerting systems at fire stations
1, 3, 4, 5 & 6, as part of the Strategic Digital Transformation Investment Program project, which was
approved in the fiscal year 2024-25 budget; and
WHEREAS, staff evaluated the current condition of the existing fire station alerting systems at
fire stations 1, 3, 4, 5 & 6 and determined these systems are past the useful life and did not meet the
standards of interoperability required by North County Dispatch Jo int Power Associations, so are in
need of replacement; and
WHEREAS, fire stations 2 & 7 are already equipped with the fire station alerting systems that
are proposed to be installed at fire stations 1, 3, 4, 5 & 6; and
WHEREAS, Carlsbad Municipal Code Section 3.28.100 allows for procurement of goods and/or
services through cooperative purchasing agreements established by another agency when that agency
has made their purchase in a competitive manner and the city's Purchasing Officer has determined that
the purchase is in the city's best interest; and
WHEREAS, Honeywell International Inc. is an authorized implementor of a fire station alerting
system and has an established cooperative purchasing agreement issued by the League of Oregon Cities
on behalf of the National Purchasing Partners (NPP), for the procurement of public safety software
solutions, data collection, storage, and utilization; and
WHEREAS, the city received a quote from Honeywell in an amount not to exceed $395,588.03
to provide the city with the equipment and installation services for fire station alerting systems at fire
stations 1, 3, 4, 5 & 6, for the SDTIP project for through a cooperative purchasing agreement that was
competitively procured; and
WHEREAS, the city's Purchasing Officer has determined that it is in the city's best interest to
procure the installation for the fire station alerting systems using pricing established through a
cooperative purchasing agreement; and
WHEREAS, sufficient funding is available in the fire station alerting installation SDTIP project
budget for the purchase and installation of the system, and that additional operating budget will need
to be requested in fiscal year 2025-26 for the annual maintenance.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the installation agreement for fire station alerting systems at fire stations 1, 3, 4, 5
and 6, procured through a cooperative purchasing agreement with Honeywell, is
approved in an amount not to exceed $395,588.03.
3. That the City Manager, or designee, is authorized and directed to execute the
installation agreement, attached as Attachment A.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 28th day of January 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None.
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AGREEMENT FOR FIRE STATION ALERTING SYSTEM INSTALLATION SERVICES
HONEYWELL INTERNATIONAL INC.
THIS AGREEMENT is made and entered into as of the '.1;C)-tVl day of
U~\/\v\, 2025, by and between the City of Carlsbad, California, a municipal
neywell International Inc., through its US Digital Designs group, a Delaware
corporation ("Contractor" or sometimes as "Honeywell" or "USDD").
RECITALS
A. City requires the professional services of a consultant that is experienced in the
installation services for fire station alerting systems.
B. Contractor has the necessary experience in providing fire station alerting system
installation services.
C. On January 6, 2020, the League of Oregon Cities, on behalf of the National Purchasing
Partners and its Government Division dba NPPGov, issued Request for Proposal No. 2020 for the
procurement of Public Safety Software Solutions, Data Collection, Storage and Utilization ("RFP").
D. As a result of the RFP solicitation, the League of Oregon Cities awarded USDD the
opportunity to complete a Master Price Agreement ("MPA"), which was executed on June 2, 2020.
E. The MPA between the League of Oregon Cities and USDD includes terms to extend the
benefit of the MPA to other members of NPP.
F. The City is a member of NPP and has entered into an Intergovernmental Cooperative
Purchasing Agreement, allowing the City to "piggy-back" off the competitively bid MPA for USDD to
perform installation and annual maintenance of fire station alerting systems for the City.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services that are defined in
attached Exhibit "A" ("Installation Services") and Exhibit "B" (collectively, the "Services"), which is
incorporated by this reference in accordance with this Agreement's terms and conditions. In the event of
any conflict or inconsistency between the terms and conditions in this Agreement and any terms or
conditions set forth in the exhibits, the terms and conditions set forth in this Agreement prevail.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective until June 2, 2026. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City
Council. The parties will prepare a written amendment indicating the effective date and length of the
extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
Three Hundred ninety-five thousand five hundred eighty-eight dollars and three cents ($395,588.03). No
other compensation for the Services will be allowed except for items covered by subsequent amendments
to this Agreement.
Payments shall be made as outlined in attached Exhibit "B at Paragraph 2.1 of the “Terms and Conditions
of USDD Product Sales.”
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
said specified prevailing rates of wages to all such workers employed by him or her in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any
subcontractor or subconsultant performing any public work under this Agreement to be currently
registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section
1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be
qualified to engage in the performance of any contract for public work, unless currently registered and
qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of
public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City
with the subcontractor or subconsultant's current DIR registration number.
7. [INTENTIONALLY OMITTED]
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
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compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
City agrees to that Valiant Technologies, LLC, a California limited liability company as will be a designated
subcontractor.
10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services, provided such
Contractors are qualified, and have been certified by USDD to perform the Services, and such certification
will not be unreasonably withheld.
11. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any willful misconduct or negligent act or omission of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
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12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
12.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
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12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
13. LICENSE REQUIREMENTS
13.1. Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
13.2 Either Contractor or approved subcontractor must have a valid C-10 contractor’s license in the
State of California to complete the Services.
14. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records. Notwithstanding, City acknowledges that Contractor is the owner of certain Intellectual Property
(as defined in Section 7 of the “Terms & Conditions” in Exhibit A) used in conjunction with the products
provided under this Agreement. Nothing herein shall be deemed to give, transfer or convey to City any
rights in the Intellectual Property other than the license granted by Contractor under Section 6 of the
“Terms & Conditions” in Exhibit A.
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16. [INTENTIONALLY OMITTED]
17. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Maria Callander Name Tishia Marino
Title IT Director Title Project Manager
Dept IT Address 1835 E 6th Street, Suite 27
CITY OF CARLSBAD TEMPE, ARIZONA 85288
Address 1635 Faraday Ave Phone (602) 687-1730
Carlsbad, CA 92008 Email Tishia.marino@honeywell.com
Phone 442.339.2454
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
18. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
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20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at
law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for
by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of
California, and the parties waive all provisions of law providing for a change of venue in these proceedings
to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. EXECUTION IN COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together shall be deemed one
original. The parties acknowledge that they will be bound by signatures on this document which are made
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via digital means (e.g ., DocuSign) and which are transmitted by mail, hand delivery, facsimile and/or any
other electronic method (email or otherwise) to the other Party. Such digital signatures will have the
same binding effect as any original signature, and electronic copies will be deemed valid.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this 2,D~ day of
CONTRACTOR
Honeywell International Inc., through its US
Digital Designs group, a Delaware corporation
By:
(sign here)
Andrew Blate, VP/ GM Fire America
(print name/title)
By:
(sign here)
(print name/title)
JcMwaj , 2025.
CITY OF CARLSBAD, a municipal corporation of
the State of California
City Manager
ATTEST:
If required by City, proper notarial acknowledgment of execution by contractor must be attached . .!.f_g_
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By : MIA.Ac Bun,.r ..
Assistant City Attorney
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EXHIBIT A
INSTALLATION SERVICES - SCOPE AND FEE
Quotation to:
Carlsbad, CA
Carlsbad Fire Department
Project:
G2 Fire Station Alerting System
Five (5) Station Systems
Proposal number:
CA_CBAD001
Revision #
3
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.
Carlsbad Fire Department is Member # M-5705135
Quote Date:
31-Oct-2024
Quote Expires:
29-Jan-2025
INSTALLATION BY:
Valiant Technologies
By:
Paul Gyore (ja)
Territory Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
602-828-0287 direct
paul.gyore@honeywell.com
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Implementation/Hardware Cost Breakdown by Station
Station 01 Station 03 Station 04 Station 05 Station 06 Grand Total
System Installation (Non-taxable) 28,731$ 27,609$ 26,481$ 32,768$ 29,060$ 144,650$
System Hardware (Taxable)44,905 44,456 41,171 51,944 44,686 227,163
Estimated Tax 3,563 3,540 3,262 4,136 3,548 18,049
Shipping 1,064 1,219 923 1,424 1,096 5,726
Warranty & Support - - - - - -
Grand Total 78,263$ 76,824$ 71,838$ 90,272$ 78,390$ 395,588$
Total System Installation 144,650$
Total Hardware/Material/Shipping/ Taxes 250,938
Grand Total 395,588$
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Exhibit B
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 in the New System Warranty) 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 “Sales Agreement”).
The Sales Agreement may only be modified by an authorized representative of each party in a signed writing.
1. 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 Sales 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.
2. PAYMENT.
2.1. Invoicing & Payment. USDD reserves the right to invoice Customer monthly for all hardware materials delivered.
Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote.
USDD will invoice customers upon completion and customer acceptance of installation services. Invoices are
due thirty (30) days from the date of the invoice.
2.2. 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.
2.3. 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.
3. SHIPPING/DELIVERY/RISK OF LOSS.
3.1. 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.
3.2. 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 as an amendment to the Sales
Agreement. 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.
3.3. 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.
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3.4. 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.
4. 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.
4.1. Product Warranty Terms. Product warranty terms are governed by those provided in attached Addendum “A”.
5. 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.
6. 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.
7. 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.
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8. REMOTE ACCESS TO THE SYSTEM.
8.1. Remote Access. USDD requires remote network access to the Customer’s Products through Secure Shell
(SSH) to perform implementation and support tasks under this Sales 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. If Customer determines that USDD has
accessed other systems or data, Customer may revoke USDD remote network access and provide written notice
to USDD of breach.
8.2. 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.
8.3. Timely Access. Customers must 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.
8.4. 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.
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ADDENDUM “A”
NEW SYSTEM WARRANTY
1. Warranty. Subject to the terms, conditions and limitations contained in this Agreement,
Honeywell warrants and guarantees its products purchased and integrated into Customer’s
Phoenix G2 Fire Station Alerting System for a period of 12-months from the Customer’s Go-
Live Date with the Phoenix G2 System (“Warranty Period”). The Customer's rights and
remedies with respect to any defect in the material or workmanship of the System (as defined
below) shall be limited exclusively to the rights and remedies set forth herein (the “Warranty”).
2. Definitions.
a. “Authorized Contact” mean a person appointed by Customer who is authorized
to make use of the Support Services (as defined below);
b. “Emergency Support” means telephone access for Customer’s Authorized
Contacts to Honeywell’s senior staff and engineers in the event of a Mission
Critical Failure;
c. “Go-Live” means the date on which an authorized Honeywell technician has
inspected and approved station installations, confirmed that all connections and
start-up configurations are properly working, and conducted tests between stations
and the dispatch centers confirming the System can send and receive alerts
through the configured communication pathways.
d. “Hardware” means all physically tangible electro-mechanical systems or sub-
systems and associated documentation provided to Customer by Honeywell;
Hardware does not include any components, hardware, or software provided by
third parties including, without limitation, Customer’s computers, laptops,
computer peripherals, monitors, televisions, routers, switches, operating systems,
computer programs, applications, the Phoenix G2 FSA Mobile Application for
iOS and Android mobile devices, internet and network connections, and any other
parts or items not provided to Customer directly by Honeywell, nor does
Hardware include any televisions or monitors manufactured by third parties, even
if Honeywell provided such televisions or monitors to Customer;
e. “Mission Critical Failure” means a defect in the materials or workmanship of
the System causes any fire station served by the System to be incapable of
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receiving dispatches through all communications paths; provided, however, that
any such failure caused by third party products or software, operator error,
internet or telephony service outages, misuse or neglect of the System, or any
other cause outside of Honeywell’s control, including, without limitation,
lightning strike, power surges or other acts of God does not constitute a Mission
Critical Failure;
f. “Product” or “Products” mean the Hardware, Software and other tangible goods,
equipment, supplies, and components included in the System (as defined below);
g. Software” means software programs, including both standalone and embedded
software, firmware in executable code form, including any updates, upgrades, and
patches thereto, as well as any relevant documentation, that are licensed to
Customer by Honeywell for use in connection with the System, including, without
limitation the Phoenix G2 FSA Mobile Application for iOS and Android mobile
devices;
h. “Support Services” mean those services provided by Honeywell which are set
forth in this Agreement, including, without limitation, Hardware warranty service,
Software updates, and support and maintenance for the System (including,
without limitation, Emergency Support Services) during the Warranty Period; and
i. “System” means all Hardware and Software purchased by Customer, either
directly from Honeywell or from authorized Honeywell reseller, under any
contract, purchase order, or arrangement that is used exclusively by Customer as
part of its Phoenix G2 Fire Station Alerting System; provided, however, that the
term “System” specifically excludes any components, hardware, or software
provided by third parties including, without limitation, Customer’s computers,
laptops, computer peripherals, monitors, televisions, routers, switches, operating
systems, computer programs, applications, internet and network connections, and
any other parts or items not provided to Customer directly by Honeywell.
3. System Maintenance and Support. During the Warranty Period, Honeywell agrees to
provide the Support Services to Customer. Subject to all other terms and conditions contained in
the Agreement, the Services shall include the following:
a. Technical phone support Monday through Friday from 08:00 to 17:30 MST,
excluding Honeywell holidays;
b. Remote access support Monday through Friday from 08:00 to 17:30 MST,
excluding Honeywell holidays;
c. 24 hour per day telephone access for Customer’s Authorized Contact to
Honeywell’s senior staff and engineers in the event of a Mission Critical Failure;
d. Updates for all System Software, as and when released by Honeywell; and
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e. Advance replacement of defective or malfunctioning Hardware, subject to
Honeywell's Return Material Authorization (“RMA”) Process described below.
4. Support Services Requests. Prior to requesting Support Services, Customer is
encouraged to review Honeywell’s online help resources. Thereafter, to make a valid claim
hereunder, Customer must contact Honeywell technical support and describe the problem or
defect with specificity (a “Support Service Request”). The first such contact must occur during
the Warranty Period. Honeywell’s technical support contact information can be found on
Honeywell’s web site: http://stationalerting.com/service-support/. Customer must use its best
efforts to assist in diagnosing defects, follow Honeywell’s technical instructions, and fully
cooperate in the diagnostic process.
5. Replacement Hardware. If a defect with the Hardware arises and Customer makes a
valid Support Service Request within the Warranty Period, Customer shall initiate the RMA
process as described below. Upon approval, Honeywell will cause shipment of a replacement
Hardware component to Customer prior to the defective Hardware component being returned to
Honeywell for repair. The replacement Hardware will be new or equivalent to new in
performance and reliability and at least functionally equivalent to the original Hardware. When
Hardware is exchanged, any replacement item becomes the Customer’s property and the
replaced item becomes the property of Honeywell. Replaced Hardware provided by Honeywell
in fulfillment of the Support Services must be used in the System to which this Agreement
applies.
6. Return Material Authorization Process. If a Customer makes a claim for an advanced
replacement of a Hardware component during the Warranty Period, Customer must initiate an
Return Material Authorization (“RMA”) request. As part of this RMA process, the Customer
shall provide Honeywell with the Hardware, model, serial number, and a description of the
Hardware’s failure to initiate the RMA process. Upon Honeywell’s issuance of the RMA,
Honeywell will send the replacement Hardware, 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 Hardware will be 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 Hardware that the Customer is returning. The original Hardware
must be returned in the shipping box provided by Honeywell. No goods will be accepted for
exchange or return without a pre-approved RMA number, nor will goods which have not been
properly packaged in Honeywell’s shipping box, as proper packaging ensures that goods are not
damaged during the shipping process. The original Hardware must be shipped back within 30
days of receiving the replacement Hardware. Failure to return the original Hardware or failure to
return the original Hardware in an appropriate manner will cause Customer to incur a
replacement charge equal to full market value of the replacement Hardware.
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7. No Fault Found. Honeywell reserves the right to charge 50% of the standard repair price
if the returned Hardware is found to have no defect under the Warranty. Customer understands
that this fee is intended to discourage return of Hardware prior to proper troubleshooting or
because the Hardware is “old.” Hardware returns will not be allowed if, upon examination of the
returned Hardware component, it is determined that the Hardware was subjected to accident,
misuse, neglect, alteration, improper installation, unauthorized repair, or improper testing. In
such event, Honeywell shall invoice Customer for the full market value of the replacement
Hardware.
8. Mission Critical Failure. Customer’s use of Emergency Support in the absence of a
Mission Critical Failure shall constitute additional services not covered by this Warranty and the
time expended will be charged at Honeywell’s then current rates.
9. Authorized Support Contacts. In order to facilitate Honeywell’s delivery of the
Support Services, Customer shall appoint a minimum of one and a maximum of three Authorized
Contacts. The Customer must ensure that the Authorized Contacts have adequate expertise and
experience to make an accurate description of malfunctions to make it possible for Honeywell to
handle reports efficiently. Customer is responsible to select those personnel for this task who are
suitable for it by means of training and function, and who have knowledge of Customer’s
network, hardware, and software systems. The Authorized Contacts must also have completed
Honeywell product training.
At least one Authorized Contact should be available to assist Honeywell as needed during the
support process. Authorized Contacts are responsible for coordinating any actions needed by
Customer’s personnel or contractors including obtaining additional information from field or
dispatch personnel, data network, or communications system troubleshooting, and physical
inspection or actions on the System components.
10. Customer Facilitation of Support Services. In order for Honeywell to undertake its
Support Service obligations, Customer will be responsible for providing the following:
a. Remote access to the System, as more specifically described below;
b. The procurement and/or provision of all computers, peripherals, and consumables
(collectively “Customer Equipment”), including printer paper, toner, and ink
necessary for the operation, testing, troubleshooting, and functionality of the
System;
c. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in the operating manual for the Customer
Equipment, including the replacement of UPS batteries, as necessary;
d. Providing a stable means of data transmission between the System Gateway and
each fire station serviced by the System necessary for the installation, testing and
functionality of the System; such means of data transmission may include, but are
not limited to, TCP/IP, data modems, leased lines, radios, etc.;
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e. The correct use of the System in accordance with Honeywell’s operating
instructions; and
f. The security and integrity of the System.
11. Remote Access. Honeywell requires remote network access to the Customer’s System,
including its communications gateways, station controllers, and other Honeywell-supplied
equipment through Secure Shell (SSH) to perform implementation and Support Service tasks
under this Agreement. Customer will provide Honeywell support personnel VPN or similar
remote network access to the System for Honeywell 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 System software upgrades and customized
software. Honeywell will only access Customer’s System with the knowledge and consent of
Customer.
a. Alternative to Network Access. If the Customer elects not to provide remote
network access to the System, then Honeywell 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 Honeywell to perform the above
services. The following services will not be performed without this access:
• System software upgrades
• System software customization
• Network troubleshooting assistance including packet capture and network
monitoring on Honeywell devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. Customers much ensure that remote access is available prior to
notifying Honeywell of a Support Service request. In the event that the Customer
is unable to provide remote access, Honeywell will not be required to provide
Support Service outside those tasks that do not require remote access, and any
corresponding resolution response times will not apply.
c. Physical Security Tokens. Honeywell has multiple software engineers that
provide after-hours support and these engineers do not typically take security
tokens from the Honeywell office. If the customer requires the use of physical
security tokens this may delay after hours service.
12. Exclusions and Limitations of Liability. Honeywell does not warrant that the operation
of the System, Hardware, Software, or any related peripherals will be uninterrupted or error-free.
Honeywell is not responsible for damage arising from Customer’s failure to follow instructions
relating to the System’s use. This Warranty does not apply to any Hardware or Software not
used in conjunction with the System and for its intended purpose. This Warranty does not apply
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to monitors or televisions manufactured by third parties. Recovery and reinstallation of
Hardware and user data (including passwords) are not covered under this Warranty. This
Warranty does not apply to: (a) consumable parts, such as batteries, unless damage has occurred
due to a defect in materials or workmanship; (b) cosmetic damage, including but not limited to
scratches, dents and broken plastic on ports; (c) damage caused by use with non-Honeywell
products; (d) damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or
other external causes; (e) damage caused by operating the Product outside the permitted or
intended uses described by Honeywell; (f) damage or failure caused by installation or service
(including upgrades and expansions) performed by anyone who is not a representative of
Honeywell or a Honeywell authorized installer or service provider; (g) a Product or part that has
been modified to alter functionality or capability without the written permission of Honeywell;
or (h) to any Product from which the serial number has been removed or defaced.
TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE 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, HONEYWELL
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 Honeywell 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 Honeywell 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 THIS WARRANTY AND TO THE EXTENT PERMITTED BY
LAW, HONEYWELL 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.
HONEYWELL 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 HONEYWELL 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 THIS WARRANTY. HONEYWELL’S AGGREGATE LIABILITY IN
CONNECTION WITH THIS WARRANTY SHALL NOT EXCEED THE PURCHASE PRICE
OF THE PRODUCTS PAID BY CUSTOMER TO HONEYWELL FOR THE PRODUCTS
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GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A LEGAL OR
EQUITABLE ACTION AGAINST HONEYWELL 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. Honeywell 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.
13. [Intentionally Omitted]
14. Force Majeure. Except for Customer’s duty to pay sums due hereunder, neither
Honeywell nor Customer 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:
a. notify the other in writing of the reasons for its failure to fulfill its obligations and the
effect of such failure; and
b. use responsible efforts to mitigate and/or 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, Honeywell may provide notice to Customer that it is
cancelling this Warranty.
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Exhibit 2
Information Technology Department
1635 Faraday Avenue Carlsbad,CA 92008 442-339-2450 t
Memorandum
January 13, 2025
To:Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer
From: Brent Gerber, Senior Management Analyst, Information Technology
Via:Maria Callander, Information Technology Director
Re: Approve the Cooperative Use of the League of Oregon Cities’ Cooperative Purchasing
Agreement with Honeywell International Inc. for the Purchase of a Fire Alert System
The Information Technology (“IT”) Department would like to cooperatively use the League of
Oregon Cities’ National Purchasing Partners (NPP) agreement with Honeywell International Inc.,
through its US Digital Designs group for the purchase and installation of fire alert systems for fire
stations 1, 3, 4, 5 & 6 in an amount of $395,588.
The Fire and IT departments have identified the need to procure fire alert systems for several fire
stations. Under CMC Section 3.28.100, Cooperative Purchasing, “The Purchasing Officer shall have
the authority to join with other public or quasi-public agencies in cooperative purchasing plans or
programs for the purchase of goods and/or services by contract, arrangement or agreement as
allowed by law and as determined by the Purchasing Officer to be in the city’s best interest. The
Purchasing Officer may buy directly from a vendor at a price established by another agency when
the other agency has made their purchase in a competitive manner.” (Ord. CS-002§ 2, 2008)
Cooperative purchasing is permitted for the acquisition of “goods and/or services,” including labor
and installation. Although minor installation work is required, it is not for the alteration, repair, or
improvement of the fire stations. The work primarily involves the installation of IT equipment
(fixtures), and therefore falls under the procurement of goods and services.
On January 6, 2020, the League of Oregon Cities, on behalf of the National Purchasing Partners
(NPP) and its Government Division dba NPPGov, issued RFP No. 2020 for the procurement of
"Public Safety Software Solutions, Data Collection, Storage, and Utilization." The RFP was publicly
advertised on January 9, 2020, and concluded on March 9, 2020. Contracts were awarded on April
27, 2020. The contract with U.S. Digital Designs was executed on June 2, 2020, and runs until June
2, 2026.
Jan. 28, 2025 Item #3 Page 40 of 111
Information Technology Department
1635 Faraday Avenue Carlsbad, CA 92008 442-339-2450 t
This publicly solicited contract was established through a competitive RFP process conducted by a
Lead Public Agency, which satisfies the City of Carlsbad's formal bidding requirements for
cooperative purchasing. By leveraging this existing agreement, the city can expedite the
procurement process while ensuring compliance and securing a reputable vendor for this critical
installation.
The total cost for the purchase and installation of fire alert systems at Fire Stations 1, 3, 4, 5 & 6 is
as follows:
FireStations 1, 3, 4, 5 & 6 Implementation
Product Vendor Amount
Hardware Honeywell International $250,938
Installation Honeywell International 144,650
Total $395,588
Approval for Participation in Cooperative Contract:
________________________________________ ________________
Roxanne Muhlmeister, Date
Assistant Finance Director/Purchasing Officer
CC: Shea Sainz, Senior Contract Administrator
Joy Lile, Contract Administrator
Gina Herrara, Assistant City Attorney
1/22/2025
Jan. 28, 2025 Item #3 Page 41 of 111
Fifth Amendment to Master Price Agreement for
Public Safety Software Solutions, Data Collection, Storage and Utilization
Product Line Addition
This Amendment to the Master Price Agreement is entered into this 13th day of May 2024 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, Purchaser and Vendor entered into the Third Amendment to the Master Price
Agreement on or about February 20, 2023, and by this reference incorporated herein; and
WHEREAS, Purchaser and Vendor entered into the Fourth Amendment to the Master Price
Agreement on or about November 9, 2023, and by this reference incorporated herein; and
WHEREAS, Vendor desires to add a new product line to the price list on Attachment A as
permitted under the terms of the Master Price Agreement; and
WHEREAS, Vendor has provided notice, on or about April 26, 2024, of the addition of the Flex
Alert product line to 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 the product line addition in Attachment A.
NOW, THEREFORE, Purchaser and Vendor enter into the following:
DocuSign Envelope ID: 37231933-AAC2-4279-A667-4AE1136B5244 Exhibit 3
Jan. 28, 2025 Item #3 Page 42 of 111
2
AMENDMENT TO MASTER PRICE AGREEMENT
1. Product Addition. Attachment A to the Master Price Agreement shall be amended in part
to reflect the addition of the following products:
FLEX ALERT
List Price Discount Member Price
Flex Alert Device - Requires USDD-FLEX-APP annual
recurring subscription
USDD-FLEX
$ 277.78
10% $ 250.00
Flex Alert Annual Recurring Subscription - Requires USDD-
FLEX ALERT device to receive alerts
USDD-FLEX-
APP
$ 66.67
10% $ 60.00
G2 MOBILE FSAS APP - Single Device License / Per Year
Cost ($10.37/ $9.34 per Month)
G2-APP-DLA
$ 124.50
10%
$ 112.05
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: 37231933-AAC2-4279-A667-4AE1136B5244
May 13, 2024 | 4:40 PM MST
Todd Scher
Customer Experience Managemwent Supervisor
May 14, 2024 | 11:20 AM PDT
Patricia M. Mulvihill
Executive Director
Jan. 28, 2025 Item #3 Page 43 of 111
Fourth Amendment to Master Price Agreement for
Public Safety Software Solutions, Data Collection, Storage and Utilization
Product Addition and Pricing Update
This Amendment to the Master Price Agreement is entered into this 3rd day of November 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, Purchaser and Vendor entered into the Third Amendment to the Master Price
Agreement on or about February 20, 2023, and by this reference incorporated herein; and
WHEREAS, Vendor desires to add seven products to the price list on Attachment A as permitted
under the terms of the Master Price Agreement; and
WHEREAS, due to increased cost throughout the supply chain, Vendor desires increase the price
of approximately 50 products on the price list in Attachment A; and
WHEREAS, Vendor has provided notice, on or about October 31, 2023, of the price increase to
approximately 50 products, and the addition of seven new products to 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 the new pricing and new products in Attachment A.
NOW, THEREFORE, Purchaser and Vendor enter into the following:
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2
AMENDMENT TO MASTER PRICE AGREEMENT
1. Product Addition. Attachment A to the Master Price Agreement shall be amended in part
to reflect the addition of the following products:
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
SPECIAL SYSTEM COMPONENTS & PRODUCTS (for replacement of damaged original parts/Critical Updates Only) 90-Day Warranty
List Price Discount Member Price
ATX Touch Panel Computer - replacement for Damaged of EOL Original
(ships with new door assembly) ATX-TPC $7,906.50 10% $7,115.00
PoE Injector - Provides local 48vdc power to specific USDD G2 FSA System
peripheral components G2-POE $448.50 10% $403.65
STATION SYSTEM CONTROLLER List Price Discount Member Price
G2 ATX-Lite STATION CONTROLLER - Power/Signal/Control
up to 2 peripheral Remote Options. 4 Unique Amps/Zones available.
ATX-Lite
$13,282.50
10%
$11,954.25
G2 ATX-Upgrade STATION CONTROLLER - Software
upgrade for ATX-Lite, adds 6 additional peripherals to ATX- ATX-Upgrade $9,990.00 10% $8,991.00
STATION SYSTEM PERIPHERAL COMPONENTS List Price Discount Member Price
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
$2,329.00
10%
$2,096.10
POE INJECTOR – Provides local 48vdc power to specific USDD
peripheral components G2-POE $390.00 10% $351.00
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
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2. Pricing Update. Attachment A to the Master Price Agreement shall be amended in part to
reflect the following new pricing:
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
DISPATCH SYSTEM COMPONENTS List Price Discount Member Price
G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU
each (2RU Total)
G2-GW
$12,510.00
10%
$11,259.00
G2 Communications Gateway – VMWare Virtual (Software for Controller
with Install Assistance) G2-VM $12,510.00 10% $11,259.00
G2 Gateway Audio Radio Interface (GaRi) - Kitted with Flange-
Mount, Rack-Mount Adapter Available if needed GARI-2 $2,817.50 10% $2,535.75
G2 TV REMOTE Module, For Dispatch-Level Information (TV & Electrical
Outlet by Others) TV-R $1,121.50 10% $1,009.35
DISPATCH SYSTEM SERVICES List Price Discount Member Price
Gateway Configuration & Modifidations GW-CM $373.75 10% $336.38
Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance
by authorized customer CAD, Radio & IT personnel) GW-SU-O $6,813.75 10% $6,132.38
Training - System Administrator / Dispatch Supervisor - On- Site (4 Hours) TRA-DIS-O $4,867.50 10% $4,380.75
Training - System Administrator / Dispatch Supervisor - Remote
Refresh (4 Hours) TRA-DIS-R $1,457.50 10% $1,311.75
Training - Station-Level Configuration and Equipment Usage - On-Site (4
Hours) TRA-STA-O $4,867.50 10% $4,380.75
Training - Station-Level Configuration and Equipment Usage - Remote
Refresh (4 Hours) TRA-STA-R $1,457.50 10% $1,311.75
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 $3,437.50 10% $3,093.75
Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours
(TBD - only needed if required to use non-certified contractor) TRA-IC-O $6,737.50 10% $6,063.75
APP DEVICE LICENSES List Price Discount Member Price
G2 MOBILE FSAS APP - Single Device License / Per Year Cost - x24
per ATX Station Controller included at no cost while under Warranty
and elected support - per license cost if additional are needed. APP-DLA $124.50 10% $112.05
RETROFIT COMPONENTS (Integration into Legacy Systems and Legacy Conversion)
List Price Discount Member Price
Mixer - G2 Power, Audio & Ethernet (24 devices) - Version 2 MIXR-IP $2,099.00 10% $1,889.10
Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output
for Station Radio G2-PWR $2,472.50 10% $2,225.25
Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch G2-LAN $632.50 10% $569.25
UPS - Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $1,322.50 10% $1,190.25
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STATION SYSTEM CONTROLLER List Price Discount Member Price
G2 ATX STATION CONTROLLER – Power/Signal/Control up to 8
peripheral Remote Options. 4 Unique Amps/Zones available. ATX $23,272.50 10% $20,945.45
G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12
more peripheral Remote options per EXP. ATX-EXP $7,838.00 10% $7,054.20
Rack Mount Ears for ATX or EXP ATX-E $74.00 10% $66.60
Base Plate for ATX or EXP ATX-P $74.00 10% $66.60
ATX UPS, Standard UPS-STD $988.00 10% $889.20
Shelf/Bracket, Wall-Mount for UPS UPS-WMB $75.00 10% $67.50
STATION SYSTEM PERIPHERAL COMPONENTS List Price Discount Member Price
Audio Amplifier, External, Standard AMP-70V $1,135.50 10% $1,021.95
Shelf, Under Table or Wall Mount, for 1U ½ Rack AMP-S $91.20 10% $82.08
G2 COLOR INDICATOR REMOTE Module – Up to 8 unique colors CIR $949.00 10% $854.10
G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $1,581.50 10% $1,423.45
Push Button, Standard (Black) PB-B $126.50 10% $113.85
Push Button, Emergency (Red) PB-R $126.50 10% $113.85
G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR-2 $1,525.00 10% $1,372.50
G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12” Active
Screen Width / Turn Out Timing ONLY MS-G-M $1,006.50 10% $905.85
G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24”
Active Screen Width MS-G-S $1,260.00 10% $1,134.00
G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36” Active
Screen Width MS-G-E $1,811.25 10% $1,630.32
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 $63.50 10% $57.15
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 MS-AP-D $75.00 10% $67.50
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 $87.60 10% $78.84
MS Mount – Articulating, Long reach MS-MNT $390.00 10% $351.00
G2 ROOM REMOTE 2 Module / 2017 version 2 RR-2 $2,167.00 10% $1,950.39
RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $86.50 10% $77.85
RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation.
Three (3) ¾” conduit knock-outs. RR2-SMB $201.25 10% $181.13
G2 SPEAKER – LED Illuminated – FLUSH Mount, 70v SPK-LED-FM $374.00 10% $336.60
G2 SPEAKER – LED Illuminated – SURFACE Mount (Metal Box), 70v SPK-LED-SM $374.00 10% $336.60
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 $1,050.00 10% $945.00
SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET-
for mounting directly to T-Bar in Suspended Ceiling SPK-OAS-DCB $63.50 10% $57.15
SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT – for
mounting directly to hard ceiling SPK-OAS-SMB $63.50 10% $57.15
SPEAKER – STANDARD, FLUSH Mount, 70v SPK-STD-FM $126.00 10% $113.40
SPEAKER – STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $126.00 10% $113.40
SPEAKER – APP BAY/OUTDOOR – Weatherized, Surface Mount, 70v SPK-W-SM $373.75 10% $336.38
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G2 Strobe Light / Red LED STR-2 $661.50 10% $595.35
G2 TV REMOTE Module – For Station-Level Information (TV &
Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR-R $1,121.50 10% $1,009.35
Flat Panel Monitor / Smart HDTV 40-43” (Electrical
Outlet/Provision By Others; C.E.C. control subject to TV ability) FPM-S $1,265.00 10% $1,138.50
Flat Panel/TV Mount – Universal 23”-46” Tilt FPM-U $138.00 10% $124.20
Transformer, 8ohm to 70V, External XFMR $74.20 10% $66.78
VIDEO DOOR STATION – Doorbell & Camera that ties into G2 FSAS
(HDTV Remote) – Includes Power Injector VDS $2,040.00 10% $1,836.00
3. 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: 41EE1CB4-CFE5-4C94-A350-6915E9B4E254
General Manager
Asim Akram
November 9, 2023 | 8:58 AM PST
November 6, 2023 | 7:29 AM PST
Patricia M. Mulvihill
Executive Director
Jan. 28, 2025 Item #3 Page 48 of 111
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
Jan. 28, 2025 Item #3 Page 49 of 111
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
Jan. 28, 2025 Item #3 Page 50 of 111
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
Jan. 28, 2025 Item #3 Page 51 of 111
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
Jan. 28, 2025 Item #3 Page 52 of 111
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
Jan. 28, 2025 Item #3 Page 53 of 111
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
Jan. 28, 2025 Item #3 Page 54 of 111
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
Jan. 28, 2025 Item #3 Page 55 of 111
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
Jan. 28, 2025 Item #3 Page 56 of 111
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Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM
Parties agreed to: Asim Akram, General Manaer, Patricia M. Mulvihill, Maribeth Kascht
Jan. 28, 2025 Item #3 Page 57 of 111
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format you may:
Jan. 28, 2025 Item #3 Page 58 of 111
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Jan. 28, 2025 Item #3 Page 59 of 111
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
Jan. 28, 2025 Item #3 Page 60 of 111
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
Jan. 28, 2025 Item #3 Page 61 of 111
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
Jan. 28, 2025 Item #3 Page 62 of 111
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
Jan. 28, 2025 Item #3 Page 63 of 111
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
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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
Jan. 28, 2025 Item #3 Page 64 of 111
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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format you may:
Jan. 28, 2025 Item #3 Page 65 of 111
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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
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Until or unless you notify National Purchasing Partners as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
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with National Purchasing Partners.
Jan. 28, 2025 Item #3 Page 66 of 111
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
Jan. 28, 2025 Item #3 Page 67 of 111
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
Jan. 28, 2025 Item #3 Page 68 of 111
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
Jan. 28, 2025 Item #3 Page 69 of 111
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
Jan. 28, 2025 Item #3 Page 70 of 111
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
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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
Jan. 28, 2025 Item #3 Page 72 of 111
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
Jan. 28, 2025 Item #3 Page 73 of 111
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
Jan. 28, 2025 Item #3 Page 74 of 111
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: Erik Hanson, Patty Mulvihull, Erik Hanson, Patty Mulvihull
Jan. 28, 2025 Item #3 Page 75 of 111
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:
Jan. 28, 2025 Item #3 Page 76 of 111
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.
Jan. 28, 2025 Item #3 Page 77 of 111
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
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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
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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”
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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.
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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
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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.
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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.
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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
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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.
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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:
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6/2/2020
Mike Cully
Executive Director
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Signature: ______________________________
Printed Name:
Title: _____________________________ US Digital Designs, Inc. Dated: ____________________________
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VP - General Manager
Dominic Magnoni
6/2/2020
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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
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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
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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
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[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
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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
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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
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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
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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.]
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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.
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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.
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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.)
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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.)
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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
Jan. 28, 2025 Item #3 Page 101 of 111
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
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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
Jan. 28, 2025 Item #3 Page 102 of 111
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
Jan. 28, 2025 Item #3 Page 103 of 111
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, National Purchasing Partners (we, us or Company) may be required by law to
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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Electronic Record and Signature Disclosure created on: 3/10/2016 2:06:46 PM
Parties agreed to: Dominic Magnoni, Mike Cully
Jan. 28, 2025 Item #3 Page 104 of 111
How to contact National Purchasing Partners:
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Jan. 28, 2025 Item #3 Page 105 of 111
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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Jan. 28, 2025 Item #3 Page 106 of 111
League of Oregon Cities IGA V1.0
Intergovernmental Cooperative Purchasing Agreement This Intergovernmental Agreement (Agreement) is by and between the “Lead Contracting Agency” and participating government entities (“Participating Agencies”), that are
members of National Purchasing Partners (“NPPGov”), including members of Public Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS GPO that agree to the terms and conditions of this Agreement. The Lead Contracting Agency and all Participating Agencies shall be considered as “parties” to this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection process, the Lead Contracting Agency has entered into Master Price Agreements with one or more Vendors to provide goods and services, often based on national sales volume projections; WHEREAS, NPPGov provides group purchasing, marketing and administrative support
for governmental entities. NPPGov’s marketing and administrative services are free to its membership, which includes participating public entities and nonprofit institutions throughout North America. WHEREAS, NPPGov has instituted a cooperative purchasing program under which
member Participating Agencies may reciprocally utilize competitively solicited Master Price Agreements awarded by the Lead Contracting Agency; WHEREAS, the Master Price Agreements provide that all qualified government members of NPPGov may purchase goods and services on the same terms, conditions and pricing as
the Lead Contracting Agency, subject to applicable local and state laws of the Participating Agencies; WHEREAS, the parties agree to comply with the requirements of the Intergovernmental Cooperation Act as may be applicable to the local and state laws of the Participating
Agencies; WHEREAS, the parties desire to conserve and leverage resources, and to improve the efficiency and economy of the procurement process while reducing solicitation and procurement costs;
WHEREAS, the parties are authorized and eligible to contract with governmental bodies and Vendors to perform governmental functions and services, including the purchase of goods and services; and
WHEREAS, the parties desire to contract with Vendors under the terms of the Master Price Agreements;
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
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League of Oregon Cities IGA V1.0
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1: LEGAL AUTHORITY
Each party represents and warrants that it is eligible to participate in this Agreement because it is a local government created and operated to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreement.
ARTICLE 2: APPLICABLE LAWS The procurement of goods and services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules, and regulations
that govern each party’s procurement policies. Competitive Solicitations are intended to
meet the public contracting requirements of the Lead Contracting Agency and may not be appropriate under, or satisfy Participating Agencies’ procurement laws. It is the responsibility of each party to ensure it has met all applicable solicitation and procurement requirements. Participating Agencies are urged to seek independent review
by their legal counsel to ensure compliance with all local and state solicitation
requirements. ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT
a. A “procuring party” is defined as the Lead Contracting Agency or any
Participating Agency that desires to purchase from the Master Price Agreements awarded by the Lead Contracting Agency. b. Each procuring party shall be solely responsible for their own purchase of
goods and services under this Agreement. A non-procuring party shall not be
liable in any fashion for any violation of law or contract by a procuring party, and the procuring party shall hold non-procuring parties and all unrelated procuring parties harmless from any liability that may arise from action or inaction of the procuring party.
c. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar goods and services outside the scope of the Master Price Agreement.
d. The exercise of any rights or remedies by the procuring party shall be the
exclusive obligation of such procuring party. e. The cooperative use of bids, proposals or price agreements obtained by a party to this Agreement shall be in accordance with the terms and conditions of the
bid, proposal or price agreement, except as modified where otherwise allowed
or required by applicable law, and does not relieve the party of its other solicitation requirements under state law or local policies.
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
Jan. 28, 2025 Item #3 Page 108 of 111
League of Oregon Cities IGA V1.0
ARTICLE 4: PAYMENT OBLIGATIONS The procuring party will make timely payments to Vendors for goods and services received in accordance with the terms and conditions of the procurement. Payment for goods and services, inspections and acceptance of goods and services ordered by the procuring party
shall be the exclusive obligation of such procuring party. Disputes between procuring party
and Vendor shall be resolved in accordance with the law and venue rules of the state of the procuring party. ARTICLE 5: COMMENCEMENT DATE
This Agreement shall take effect after execution of the “Lead Contracting Agency Endorsement and Authorization” or “Participating Agency Endorsement and Authorization,” as applicable.
ARTICLE 6: TERMINATION OF AGREEMENT
This Agreement shall remain in effect until terminated by a party giving 30 days written notice to “Lead Contracting Agency”
ARTICLE 7: ENTIRE AGREEMENT
This Agreement and any attachments, as provided herein, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein.
ARTICLE 8: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by all parties, except that any alterations, additions, or deletions of this Agreement which are required by
changes in Federal and State law or regulations are automatically incorporated into this
Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY EXECUTION AND ATTACHMENT OF “THE LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORIZATION” OR “PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION,” AS APPLICABLE. ONCE EXECUTED, IT IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
Jan. 28, 2025 Item #3 Page 109 of 111
League of Oregon Cities IGA V1.0
LEAGUE OF OREGON CITIES ENDORSEMENT AND AUTHORIZATION The undersigned acknowledges, on behalf of the League of Oregon Cities (“Lead Contracting Agency”) that he/she has read and agrees to the general terms and conditions
set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating
use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the League of Oregon Cities to Participating Agencies locally, regionally, and nationally through NPPGov. Copies of Master Price Agreements and any amendments thereto made available by the League of Oregon Cities will be provided to
Participating Agencies and NPPGov to facilitate use by Participating Agencies.
The undersigned understands that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agencies.
The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly authorized to sign this League of Oregon Cities Endorsement and Authorization.
________________________________________ Date:______________
BY: ITS: League of Oregon Cities Contact Information:
Contact Person: Mike Culley Address: 1201 Court St NE #200, Salem, OR 97301 Telephone No.: 503-588-6550 Email: mculley@orcities.org
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
3/26/2020
Jan. 28, 2025 Item #3 Page 110 of 111
League of Oregon Cities IGA V1.0
PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of ______________ (“Participating Agency”) that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price
Agreements and purchase of goods and services that from time to time are made available
by the Lead Contracting Agency to Participating Agencies locally, regionally, and nationally through NPPGov. The undersigned further acknowledges that the purchase of goods and services under the
provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion of the Participating Agency and that neither the Lead Contracting Agency nor NPPGov shall be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agency concerning the placement of
orders, disputes, invoicing and payment.
The undersigned affirms that he/she is an agent of __________________ and is duly authorized to sign this Participating Agency Endorsement and Authorization.
______________________________ Date:______________
BY: _________________________ ITS: _________________________ Participating Agency Contact Information:
Contact Person: ________________________ Address: ______________________________ ______________________________________ ______________________________________
Telephone No.:__________________________
Email:_________________________________
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
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