919.469.4000 | carync.gov

PO Box 8005 Cary, NC 27512

Friday, September 4, 2026

Computer Aided Dispatch (CAD) Replacement Project

RFP #354-PD27-07

Addendum No. 1

The purpose of this addendum is to answer questions received during the open question and answer period.

The Town of Cary has extended the original deadline for submissions on RFP #354-PD27-07 from Friday, October 2, 2026 to Friday, October 9, 2026.

In response to questions received and/or to clarify the solicitation, the Town has revised the following documents:

1. RFP 354-PD27-07 Town of Cary CAD Replacement Project - page 6, RFP Response Timeline

2. Appendix 1 - CAD References Response Form

3. Appendix 3 - CAD Detailed Requirements Response Form

4. Appendix 5 - CAD Cost Proposal Template

All other terms and conditions given in this Request for Proposals are in full force and effect.

QUESTIONS & ANSWERS

All questions and answers are included in the corresponding document.

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Final Responses Addendum Page 1

FINAL RESPONSES ADDENDUM

Questions & Responses

Question 1 Please confirm whether the five (5) required references must reflect CAD services performed within the past three (3) years (per Appendix 1's cover text) or five (5) years (per §2, Section 1B) - the two sections currently state different windows.

RESPONSE

The Town of Cary confirms that the five (5) required references must reflect Computer Aided Dispatch (CAD) services performed within the past five (5) years, in alignment with the instructions provided in the RFP. Appendix 1 (CAD References Response Form) has been revised and republished. Vendors must utilize the Appendix 1 form to submit these references.

Question 2 Appendix 7, Use Case #1 describes “AI Driven Decision Support” for call-taking, while Attachment D, §4(e) states that Contractor may not use Cary Data “in connection with any artificial intelligence, machine learning, or other similar or related software applications” under any circumstances. Please clarify whether AI-driven decision-support features may operate on Cary’s own CAD data, or whether this use case is limited to functionality that does not rely on Cary Data.

RESPONSE

At this time this use case is limited to functionality that does not rely on Cary data. Practically, this means AI or similar 'intelligent' capabilities can use data associated with the source call, location based data, mapping / GIS data that is being captured during the life of a call for service. The current usage policy may evolve and change in the future, as such the Town wishes to understand current vendor capabilities. Should vendors wish to present AI capabilities that depend on 'Cary data' (such as RMS data), vendors are advised to note this dependency in their proposals.

Question 3 §1.6 states that Proposers must submit one (1) electronic version as a viewable/printable PDF via the NC eVP portal, while §2, Section 2D requires the completed Appendix 3 (Detailed Requirements) to be returned as an editable MS Excel or compatible file. Please clarify the mechanism for submitting this non-PDF attachment alongside the PDF proposal through the eVP eBid portal.

RESPONSE

Please ensure that Appendix 3 is both in a PDF and non PDF version for analysis purposes.

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Question 4 Table 1 (Relevant CAD Statistics for Vendor Attention) reflects the same call volume and user-count figures as the prior release of this RFP (354-PD25-34, issued April 2025). Please confirm whether these figures remain current or provide updated statistics.

RESPONSE

The Town of Cary confirms that the figures presented in Table 1 (Relevant CAD Statistics for Vendor Attention) remain fully current and serve as the official operational baseline for this updated RFP release. Bidding vendors must utilize these metrics for solution sizing, scoping, pricing etc.

Question 5 The PCT provides that Cary shall own all right, title, and interest in all Deliverables and associated work product, including all intellectual property rights therein, and deems qualifying work product “work made for hire.” CAD vendors typically provide their solutions as commercially licensed software products developed independently and prior to any particular customer engagement. Would the Town confirm that: (a) a vendor’s pre-existing software platform, including its source code, algorithms, architecture, and all updates and enhancements thereto, constitutes “Contractor Intellectual Property” as defined in Attachment D and is not a “Deliverable” or “Work Product” under the PCT; and (b) the work-made-for-hire and ownership provisions in Paragraph 18 and Attachment D, Section 3(a) apply only to custom-developed materials created specifically and exclusively for the Town (such as customer-specific configurations, custom reports, and integration scripts), and not to a vendor’s commercially licensed platform?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

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Question 6 The indemnification obligations in Paragraph 15 are uncapped and broadly scoped.

Paragraph 16 excludes consequential damages but carves out indemnification, negligence, willful misconduct, violation of law, and IP infringement, which in practice eliminates the exclusion for most vendor liability scenarios. The PCT contains no aggregate cap on direct damages. Would the Town consider: (a) adding a mutual aggregate liability cap equal to the greater of (i) the total fees paid and payable to Contractor under the PCT during the twelve (12) months preceding the event giving rise to the claim, or (ii) a fixed dollar amount, excluding only liability for bodily injury, death, or damage to tangible property caused by Contractor’s gross negligence or willful misconduct, and Contractor’s IP indemnification obligations; and (b) narrowing the carve-outs in Paragraph 16 so that the consequential damages exclusion applies to both parties without exception for ordinary negligence claims?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 7 Paragraph 9(c) permits Cary to terminate for convenience on ten (10) days’ written notice, and Paragraph 9(f) limits the vendor’s remedy to 5% of total compensation earned to date (or unearned compensation, whichever is less). CAD system replacements involve significant upfront investment in project management, data migration, configuration, training, and on-site deployment. Would the Town consider:

(a) extending the notice period for a convenience termination to ninety (90) days; and

(b) revising the termination payment to include, in addition to fees earned for Services satisfactorily completed, reimbursement of the vendor’s reasonable, documented, and non-cancellable costs incurred in reliance on the PCT (such as personnel mobilization, hardware procurement, and third-party commitments), subject to a duty to mitigate?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 8 Attachment D requires Contractor to report a Security Breach in no event more than twenty-four (24) hours following discovery or suspicion. The prevailing industry standard for breach notification to a customer (as reflected in frameworks such as NIST, SOC 2, and the CJIS Security Policy) is 72 hours, which allows sufficient time to confirm the nature and scope of the incident and provide an accurate initial report.

Would the Town consider revising the notification period to seventy-two (72) hours, consistent with CJIS Security Policy requirements, while retaining the obligation that Contractor immediately take steps to secure affected systems upon discovery?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 9 Section 8(d) requires Contractor to bear all costs of breach response, including credit monitoring, forensics, call center support, fines from financial institutions, and any other losses for which Contractor would be liable under the PCT. Read together with the absence of any aggregate liability cap, this creates unlimited financial exposure regardless of the degree of fault. Would the Town consider: (a) limiting the cost-bearing obligation to breaches directly attributable to Contractor’s failure to comply with its security obligations under Attachment D (as opposed to breaches caused by the Town’s systems, third-party applications, or force majeure events); and

(b) subjecting breach-related costs to any aggregate liability cap that may be established (see Question 2)?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 10 Section 9(g) permits Cary to conduct penetration testing of the IT Services and its environment(s) without advance notice. For a multi-tenant cloud/SaaS platform serving life-critical public safety operations, uncoordinated penetration testing carries the risk of service disruption affecting the Town and other agencies relying on the same infrastructure. Would the Town consider revising this provision to require a minimum of fifteen (15) business days’ advance written notice of penetration testing, with testing to be conducted in coordination with the vendor’s security team and, where applicable, performed against a non-production environment? The vendor would agree not to unreasonably withhold or delay cooperation.

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 11 Paragraph 35 provides that the PCT supersedes clickthrough agreements, clickwrap agreements, clickwrap licenses, or similar non-reciprocal agreements and prohibits either party from amending the contract by clickthrough. Cloud-based CAD platforms may present standard platform-level terms (such as acceptable use policies or support documentation) through in-application acceptance. Would the Town confirm that platform-level acceptable use policies and support documentation referenced in an applicable SOW and reviewed by the Town in advance would be permissible, provided they do not conflict with or modify the PCT? Alternatively, would the Town consider incorporating such policies as exhibits to the applicable SOW?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 12 Paragraph 19 requires Cary’s written consent for any assignment, which Cary may grant or withhold in its sole discretion, and voids any attempted assignment without prior approval. This provision as drafted would require consent in connection with a corporate reorganization, merger, or acquisition involving the vendor, even where the surviving entity assumes all obligations under the PCT. Would the Town consider adding a carve-out providing that the vendor may assign the PCT without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes in writing all obligations under the PCT and is reasonably capable of performing the Services?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 13 Financial Qualifications To keep our electronic proposal submission concise and prevent excessive file sizes, can the Vendor satisfy the Section 1C financial requirements by providing a cohesive introductory summary statement in the PDF, supplemented by secure, direct hyperlinks to our online, independent CPA-audited financial statements (e.g., public SEC filings or a secure repository)?

RESPONSE

No. Vendors must provide the financial information and supporting documentation as specified in Section 1C with their proposal submission. The Procuring Entity will not access external hyperlinks, review documents housed in third-party repositories, or search public filings (including SEC filings) to obtain information required for proposal evaluation. Failure to submit the requested financial information as part of the proposal may result in the proposal being deemed non-responsive.

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Question 14 Appendix 2: CAD Services Requirements Response Form Could the Town please clarify under which Volume and Section Vendors should include their completed Appendix 2 response?, RFP Section 2 outlines the required proposal structure but does not explicitly assign a section for Appendix 2

RESPONSE

Vendors should include their completed Appendix 2 response within Volume 2, Section 2B (Project Understanding, Scope and Schedule), or as a clearly labeled attachment. Because Section 2B specifically requires vendors to demonstrate how their proposed implementation and project management methodologies align with Cary's minimum required activities and deliverables, Appendix 2 serves as the direct compliance response for this section.

Question 15 Section 4: Cost Proposal / Execution of Proposal page Section 2 outlines the required proposal structure across Volumes 1, 2, and 3, but does not explicitly assign a location for the completed and signed Section 4: Cost Proposal / Execution of Proposal page , could the Town please clarify under which Volume (Volume 1, 2, or 3) or section of our response we should include this completed and signed form?

RESPONSE

Because Section 4 serves as the legally binding execution page for the entire bid response and certifies both pricing and compliance, vendors should include this signed form in one of three locations: (1) immediately following the Cover Letter as the front-matter binding page, (2) as an introductory certification page within Volume 1 (Qualifications of Applicant), or (3) as the cover sheet to Volume 3: Cost Proposal since the form is explicitly titled "Cost Proposal / Execution of Proposal."

Question 16 RFP Section 2, Volume 1, Section 1B, Page 8 vs. Appendix 1, Section 1, Page 1 instructions discrepancy Section 1B of the main RFP states that customer references must be for CAD services performed "within the past fi ve (5) years." However, Appendix 1 states the services must have been performed "during the past three (3) years." Could the Town please clarify which timeframe is correct for eligible references?

RESPONSE

The Town of Cary confirms that the five (5) required references must reflect Computer Aided Dispatch (CAD) services performed within the past five (5) years, in alignment with the instructions provided in the RFP. Appendix 1 (CAD References Response Form) has been revised and republished. Vendors must utilize the Appendix 1 form to submit these references.

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Question 17 Could you please clarify whether the CAD should be integrated with the existing AVL or remain separate from the new CAD solution?

RESPONSE

The new Computer Aided Dispatch (CAD) system must 'interface' with (work with / connect with / leverage) the existing Automatic Vehicle Location (AVL) system. The new CAD is expected to provide capabilities that depend on AVL as described in the detailed requirements.

Question 18 Section 2C specifies a 1-page limit for the Solution Overview Description. Given the extensive details required by Section 3, providing a comprehensive response will likely exceed this limit. Could you please clarify which specifi c portion of this section is subject to the 1-page limit?

RESPONSE

The Town of Cary confirms that the 1-page limit applies strictly and exclusively to the initial, high-level Solution Overview Description. Bidding vendors must keep this opening summary of their technical solution to a single page.

All subsequent technical details requested under Section 2C are not subject to the 1-page restriction.

Bidders should elaborate on these subsections as comprehensively as necessary to fully describe how the proposed solution aligns with RFP Section 3’s strategic objectives, product capabilities, system architecture, integration methods, deployment models, security controls, and minimum hardware/software specifications

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Question 19 Section 2.5 and Section 3 state that the contract will have an initial term of fi ve (5) years with up to two (2) additional one-year extensions (for a potential total of 7 years). However, Section 2.2 (Evaluation Categories) lists the Cost Proposal as a "10-Year TCO". Additionally, Appendix 2, Requirement SR-12 (Ongoing Maintenance and Support Term) states the vendor must provide maintenance and support for an initial term of one (1) year with seven (7) optional one-year renewal periods (totaling up to 8 years). Could the Town please clarify: 1. Is the vendor required to structure the Cost Proposal (Appendix 5) to refl ect a 10-year pricing model to satisfy the TCO evaluation, despite the formal contract term being limited to a maximum of 7 years (5+2) 2. Does the 8-year (1+7) maintenance and support model outlined in Appendix 2 (SR-12) supersede the 7-year (5+2) support and contract term outlined in Sections 2.5 and 3?

RESPONSE

Please construct all response materials to reflect an initial term of five (5) years with up to two (2) additional one-year extensions (for a potential total of 7 years) - not 10 years TCO.

To confirm, vendors will be evaluated for this 7-year TCO term in category in Section 2.2. Furthermore, vendors should respond to SR-12 assuming an initial term of five (5) years with up to two (2) additional one-year extensions.

Question 20 Section 14 states that federal provisions, including those listed in 2 C.F.R. Part 200, Appendix II, will apply if the source of funds for the Principal Contract is Federal funds.

Could the Town please clarify: 1. Does the Town of Cary intend to utilize any federal or state grant funding for the procurement, implementation, or maintenance of this CAD system replacement? 2. If federal funds are being utilized, will the selected contractor be subject to any specifi c cost allocation, audit, or Cost Accounting Principles under 2 C.F.R. Part 200?

Contractor considers internal Cost data confi dential and proprietary and will not be shared. This is different from external pricing data to the customer.

RESPONSE

At this time the Town does not intend to use Federal funds. However, the Principal Contract Terms (PCT) establish that federal guidelines, including those under 2 C.F.R. Part 200, Appendix II, apply only conditionally if federal funds are actually deployed. If federal funding is not utilized, these federal provisions and Cost Accounting Principles will not govern the contract. The Town does not require the disclosure of a contractor’s proprietary internal cost data, margins, or manufacturing cost structures.

Under the RFP's Instructions to Vendors, commercial pricing submitted to the customer (i.e., Appendix 5: Cost Proposal Template) is a matter of public record and cannot be kept confidential. However, this public disclosure requirement does not extend to the vendor's internal proprietary financial operations or cost metrics, which can be legally protected as confidential trade secrets.

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Question 21 Paragraph 7 states: “Cost information shall not be deemed confi dential under any circumstances.” While we understand that the fi nal commercial pricing structure submitted to the Town in Appendix 5 is a public record, we must protect our underlying proprietary trade secrets and corporate cost-build models. Could the Town please clarify: 1. Does the Town distinguish between external commercial pricing (the fi nal fees and payment structures billed to the customer under Appendix 5) and internal cost data (such as internal developer/engineering salary build-ups, profi t margin percentages, overhead allocation, or proprietary third-party subcontractor quotes)? 2. Will the Town confi rm that a bidder's proprietary, internal cost build-ups and fi nancial margins—if marked and boxed in accordance with Paragraph 7—will be treated as protected trade secrets under N.C.G.S. § 132-1.2 and withheld from public disclosure? Contractor considers internal Cost data confi dential and proprietary and will not be shared. This is different from external pricing data to the customer.

RESPONSE

The Town of Cary confirms that it distinguishes between external commercial pricing and internal proprietary cost data. The public records disclosure rule stating that "cost information" cannot be deemed confidential under any circumstances applies strictly and exclusively to the final external commercial pricing, fee schedules, and 10-year Total Cost of Ownership (TCO) rates submitted to the Town under Appendix 5 (Cost Proposal Template). Cary does not require, nor does it request, the submission of raw underlying cost-build models, software developer or engineering salary breakdowns, overhead allocations, or proprietary internal profit margin percentages. The Town further confirms that a bidder's proprietary internal cost metrics and financial margins will be treated as protected trade secrets and withheld from public disclosure under N.C.G.S. § 132-1.2, provided the bidder adheres to the required confidentiality marking and indemnification procedures. To secure this legal protection, the vendor must mark each page containing trade secrets in boldface at the top and bottom as "CONFIDENTIAL" and explicitly enclose the specific trade secret information in boxes or similar clear indicators. In the event of a public records request, Cary will notify the vendor and withhold all properly identified and qualified trade secret data, subject to the timely execution of the Town's standard Public Records Indemnity Agreement.

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Question 22 Section 4 requires the potential contractor to certify that they have read and understood Cary's terms and “agrees to them with no exceptions.” However, Section

1.3 states that the Town “may also elect to leave open the possibility for later negotiation and amendment of specifi c provisions of the Principal Contract.” As a premier public safety technology manufacturer, our proprietary software and core command-center platforms are licensed and supported globally under our standard contracting terms, Contractor's current Customer Agreement and associated Software License Agreements. Could the Town please clarify: 1. Will the Town accept the Contractor's current Customer Agreement and its associated software licenses as the governing technology agreement for this project, or as a primary addendum to Cary's Principal Contract? 2. If the Town requires the baseline use of its own Principal Contract, will Cary permit vendors to submit a structured list of legal and technical exceptions alongside their proposal, and confi rm that doing so will not cause the proposal to be deemed non-responsive or rejected under Section 1.3? 3. If a vendor has submitted proposed modifi cations during this Q&A period, how should they execute the Section 4 Cost Certifi cation? Can the vendor execute the signature block with a written notation that the agreement is “subject to the clarifi cations and exceptions submitted during the formal Q&A process”?

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 23 Contractor proposes this section be replaced with the following: "The term of the PCT shall begin as of the Effective Date, and, unless sooner terminated in accordance with the provisions in this PCT, shall end following the Length of Term indicated herein (the "Initial Term"). Upon mutual written agreement of the Parties, the PCT may be extended as indicated in paragraph 2 (the "Renewal Term", and, together with the Initial Term, "Term") by the execution of a written contract amendment. If a purchase order or other formal commitment document for any renewal period or outyear services is not received by Contractor within the price validity window specifi ed in the approved Cost Proposal, any services pricing for such outyears shall be subject to adjustment to refl ect Contractor's standard list/support pricing in effect at the time of purchase."

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 24 Contractor proposes this section be replaced with the following: “The PCT or any individual SOW may be terminated by Cary and for its convenience upon thirty (30) days’ written notice to Contractor.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 25 Contractor proposes this section be replaced with the following: “In the event of termination for the convenience of Cary or by reason of a material breach by Cary of the PCT or any individual SOW, Contractor shall be paid that portion of the total compensation for the PCT or individual SOW, as appropriate, that it has earned to the date of termination, plus as it applies to the Subscription Based Services, if: (a) Cary chooses early termination at any time within the term of the Agreement or (b) Contractor terminates the Agreement for cause, then the Cary shall pay to Contractor, within thirty (30) calendar days after such termination, an amount equal to 50% of the annually recurring charges as set forth in the pricing schedule for the period remaining in all remaining years in the term of the Agreement; less any costs or expenses incurred or anticipated to be incurred by Cary due to breach or errors, omissions, or mistakes of Contractor. The Parties intend that these liquidated damages constitute compensation, and not a penalty. At no point will liquidated damages exceed $2M for the Contractor. Contractor expressly agrees that harm caused by Cary under this Section 9(f) would be impossible or very diffi cult to accurately estimate, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise. Contractor further expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. Payment of damages under this Section 9(f) is Cary’s sole liability and entire obligation and Contractor’s exclusive remedy for any Cary breach.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 26 Contractor proposes this section be replaced with the following: “Termination of any individual SOW shall not result in termination of the PCT or any other pending or ongoing SOW, unless expressly set forth in the notice of termination associated with such terminated SOW. Notwithstanding the Length of Term that may be indicated herein, the PCT shall remain in effect until the completion of the last SOW then in effect under the PCT. Any change to scope may result in pricing changes which would be documented via mutually executed change order.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 27 Contractor proposes this section be replaced with the following:

“On a pro rata basis, repay all sums paid in advance for any Services which have not been provided. This will be based on the deliverable value performed to date.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 28 Contractor proposes the addition of the following verbiage:

“INFLATION REVIEW. For multi-year agreements, at the end of the fi rst year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, “All Items,” Unadjusted Urban Areas (CPI-U). Should the annual infl ation rate increase greater than 3% during the previous year, Contractor shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. “All Items,” not seasonally adjusted shall be used as the measure of CPI for this price adjustment. The adjustment calculation will be based upon the CPI for the most recent twelve (12) month increment beginning from the most current month available as posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the new maintenance year. For purposes of illustration, if in Year 5 the CPI reported an increase of 8%, Contractor may increase the Year 6 price by 5% (8%-3% base).

Due to significant market and tariff volatility, as well as fluctuations in the cost of energy and raw materials including, but not limited to, steel, copper, finished wood, and concrete, Contractor reserves the right to equitably adjust the contract price, completion schedule, and/or contract requirements. Additionally, Contract reserves the right to apply a fuel surcharge to quoted freight rates based on the prevailing diesel cost at the time of shipment.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 29 Contractor proposes the addition of the following verbiage:

“Title to Software will not pass to Cary at any time.”

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 30 How are Fire services for Cary, Morrisville, and Apex dispatched? Are they handled by a single dispatcher operating from a shared CAD client, or does each Fire agency have separately a confi gured CAD profile?

RESPONSE

All Fire services for the Town of Cary, Town of Morrisville, and City of Apex are centrally dispatched from Cary’s 9-1-1 Emergency Communications Center, which acts as the regional hub. The replacement CAD system must support this unified multi-agency dispatch structure, allowing dispatchers to manage automated closest-unit recommendations and mutual aid responses seamlessly across all three fire agencies from the same system

Question 31 Are there any ancillary departments or services that are expected to be part of the new CAD system (i.e. public works, animal services)?

RESPONSE

At this time, there is no such requirement, but it is expected that the proposed vendor solution will be adaptable to grow to the Town's future needs.

Question 32 Do Cary and Morrisville police calls dispatched by a shared dispatcher, or do they each have their own?

RESPONSE

Cary and Morrisville police calls are dispatched by a shared Police Dispatcher. Both Cary and Morrisville police service calls are centrally received through the Cary 9-1-1 Public Safety Answering Point (PSAP). From there, these incoming calls are transferred to a single Police Dispatcher who dispatches and manages the incidents for both law enforcement agencies using a unified, shared CAD system.

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Question 33 What is the total number of 911 calltakers that will utilize the new system?

RESPONSE

Generally, and for the purposes of this procurement, Vendors should assume that PSAPs are operated by joint Call Taker / Dispatcher positions. The "CAD Users" and positions in the PSAPs are single position / joint roles.

Question 34 What is the total number of CAD dispatchers and supervisors that will utilize the new system?

RESPONSE

There are 37 total dispatchers and supervisors who manage Cary's emergency communication operations and will utilize the new system.

Question 35 Will system administration be centralize or a shared responsibility between the agencies?

RESPONSE

The Town of Cary, through Cary Police Department and/or Cary's IT Department, will assume overall ownership and accountability for CAD system administration, including governance of the shared platform and system-wide changes, agency-specific configurations, workflows, and operational settings.

Question 36 Will application administration be centralized or will each agency be responsible for their own agency updates to users, code tables, etc?

RESPONSE

The Cary Police Department will assume overall ownership and accountability for CAD system administration, including governance of the shared platform and system-wide changes, agency-specific configurations, workflows, and operational settings.

Question 37 How will GIS/geofile updates be managed for the new system. Is the GIS Specialist a centralized resource, or does each municipality/agency have their own?

RESPONSE

The GIS Specialist is a centralized resource. The Town of Cary does not have separate GIS specialists for each municipality or individual public safety agency. Instead, map and geofile maintenance is handled as a centralized IT service.

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Question 38 Can you provide examples of reports/types you'd like to report on out of CAD?

RESPONSE

The Town has highlighted several critical types of reports, metrics, and data extracts that the new CAD system must generate to support multi-agency dispatching, administrative audits, and regional compliance. These include but are not limited to Incident & CAD Call for Service (CFS) Reports, Performance Monitoring & "Shoot Time" Report, Quality Assurance (QA) & Call Review Reports, Resource Management & Strategic Forecasting Reports, System Administration, Audit, and Maintenance Logs and Interface & SLA Performance Reports.

Question 39 The Principal Contract Terms shall be complemented with Contractor’s customer agreement to better protect the parties based upon the complexity of the solution being requested. Except for the clarifi cations and exceptions submitted by Contractor, the PCT shall take precedence over the customer agreement terms in case of confl ict. The customer agreement is available to Cary upon request.

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 40 Pursuant to section 2.4 Final Selection and Section 1.3 Notice to Vendors Regarding RFP Terms and Conditions, this section shall read as follows, unless otherwise mutually agreed upon during the negotiations phase:

Insurance. During the term and for a period of three years after the termination of the PCT, Contractor and Contractor’s permitted subcontractors shall purchase and maintain at its sole expense insurance as required by applicable law in the attached Insurance Addendum to the PCT to ensure that it can meet its obligations under the PCT. The Commercial General Liability and Automobile Liability insurance policies shall include Cary, its elected offi cials, offi cers, employees, agents, and volunteers as an additional insured. Requirements regarding types and limits of insurance coverage and other provisions specifi c to the PCT are attached hereto.

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 41 Pursuant to section 2.4 Final Selection and Section 1.3 Notice to Vendors Regarding RFP Terms and Conditions, this section shall read as follows, unless otherwise mutually agreed upon during the negotiations phase: Section 15 - Indemnifi cation General Indemnity. Contractor will defend, indemnify, and hold Cary harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Contractor’s negligence, gross negligence or willful misconduct while performing its duties under this PCT (also referred as “Agreement”), except to the extent the claim arises from Cary’s negligence or willful misconduct. Contractor’s duties under this Section, are conditioned upon: (a) Cary promptly notifying Contractor in writing of the Claim; (b) Contractor having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) Cary cooperating with Contractor and, if requested by Contractor, providing reasonable assistance in the defense of the Claim. Intellectual Property Infringement. Contractor will defend Cary against any third-party claim alleging that a Contractor-developed or manufactured product (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Contractor will pay all damages fi nally awarded against Cary by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Contractor in settlement of an Infringement Claim.

Contractor’s duties under this Section – Intellectual Property Infringement are conditioned upon: (a) Cary promptly notifying Contractor in writing of the Infringement Claim; (b) Contractor having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Cary cooperating with Contractor and, if requested by Contractor, providing reasonable assistance in the defense of the Infringement Claim.

If an Infringement Claim occurs, or in Contractor’s opinion is likely to occur, Contractor may at its option and expense: (a) procure for Cary the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Cary (i) a prorated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded Licensed Software).

In addition to the other damages disclaimed under this PCT, Contractor will have no duty to defend or indemnify Cary for any Infringement Claim that arises from or is based upon: (a) Cary’s data, Cary’s equipment, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Contractor’s product with any products or materials not provided by Contractor; (c) a Product designed, modifi ed, or manufactured in accordance with CAry’s designs, specifi cations, guidelines or instructions; (d) a modifi cation of the product by a party other than Contractor; (e) use of the product in a manner for which the product was not designed or that is inconsistent with the terms of this PCT; or (f) the failure by Cary to use or install an update to the product that is intended to correct the claimed infringement. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Contractor from Cary from sales or

Final Responses Addendum Page 19 license of the Infringing Product.

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect bidding vendors to understand that its standard contract will serve as the basis for the final agreement.

Question 42 Pursuant to section 2.4 Final Selection and Section 1.3 Notice to Vendors Regarding RFP Terms and Conditions, this section shall read as follows, unless otherwise mutually agreed upon during the negotiations phase:

“16. No Consequential or Indirect Damages- Limitation of Liability.EXCEPT FOR

PERSONAL INJURY OR DEATH, CONTRACTOR'S TOTAL LIABILITY FOR ANY AND ALL

CLAIMS ARISING OUT OF THIS AGREEMENT IN THE AGGREGATE WILL NOT EXCEED THE

GREATER OF $100 U.S. OR THE FEES PAID FOR THE SPECIFIC PRODUCT OR SERVICE

FROM WHICH THE CLAIM AROSE. FOR RECURRING SERVICES, LIABILITY IS CAPPED AT

THE FEES PAID IN THE TWELVE MONTHS PRECEDING THE DATE THE CLAIM AROSE. IN

NO EVENT WILL THE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, NOR LOST PROFITS OR LOST

REVENUE, REGARDLESS OF THE LEGAL THEORY, EVEN IF CONTRACTOR HAS BEEN

ADVISED BY CARY OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR

LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.

RESPONSE

In response to all questions received pertaining to Town of Cary's willingness to negotiate its standard contract terms and conditions, Cary is willing to negotiate the terms of a final contract with the selected bidder in order to align said terms with the solution being offered; however, Cary will expect

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Question 43 Pursuant to section 2.4 Final Selection and Section 1.3 Notice to Vendors Regarding RFP Terms and Conditions, this section shall read as follows, unless otherwise mutually agreed upon during the negotiations phase: In addition to the Insurance obligations in Paragraph 6 of the Principal Contract Terms (“PCT”), the following designated supplemental insurance provisions are agreed to by the Contractor and the Town of Cary (“Cary”) and are incorporated by reference into the PCT between the Parties. All of the following coverages are required unless specifi cally indicated otherwise.

Commercial General Liability Insurance: Contractor and Contractor’s permitted subcontractors shall purchase and maintain on a primary basis and at its sole expense Commercial General Liability Insurance, including contractual liability and covering bodily injury, property damage, products and completed operations, and advertising and personal injury.

Workers Compensation Insurance / Employer’s Liability Insurance: Contractor and Contractor’s permitted subcontractors shall each purchase and maintain at its sole expense protection from claims under Worker’s or Workmen’s Compensation Acts covering claims arising out of or related to bodily injury, sickness, disease, or death of any of their direct employees as required by state law.

Commercial Automobile Liability Insurance: Contractor and Contractor’s permitted subcontractors shall purchase and maintain on a primary basis and at its sole expense Commercial Automobile Liability Insurance, including owned, hired and non-owned vehicles, if any, covering bodily injury and property damage when vehicles are used in performance of work or coming onto Cary’s premises and in the course of performing services pursuant to this Contract.

☐ Not required per Cary Risk Manager.

Professional Liability/Errors & Omissions Insurance: Contractor and Contractor’s permitted subcontractors shall purchase and maintain at its sole expense Professional Liability/Errors & Omissions Insurance covering claims arising out of or related to Contractor’s performance under this Contract.

☐ Not required per Cary Risk Manager.

Cyber Liability: Contractor and Contractor’s permitted subcontractors shall purchase and maintain at its sole expense Cyber Liability Insurance covering infringement (excluding patents and trade secrets), information theft, release of private information, damage, destruction and alteration of electronic information, extortion, network security, breach response costs and regulatory fi nes.

☐ Not required per Cary Risk Manager.

Additionally, the following provisions, as applicable, will apply to all required insurance coverage:

Coverage Required: Unless otherwise specifi ed, limits of insurance coverage are:

General Liability $1,000,000 per occurrence, $2,000,000 aggregate Commercial Automobile Liability $1,000,000 CSL Workers’ Compensation Statutory Limits Employer’s Liability $500,000 each accident, disease and disease policy limit Professional Liability/ Cyber Liability $2,000,000 per claim and annual aggregate Contractor may satisfy the insurance limits above with a combination of primary and umbrella/excess liability insurance policies. Umbrella/Excess liability shall follow form as to each of the underlying policies.

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Additional Insured Status Commercial General Liability and Automobile Liability insurance policies shall include Cary, its elected offi cials, offi cers, employees, and volunteers as an additional insured.

Waiver of Subrogation The insurer shall have no right of recovery or subrogation on the Commercial General Liability, Automobile Liability and Workers Compensation policies against Cary, its agents or agencies or insurers.

Notice of Cancellation The Commercial General Liability, Automobile Liability and Workers Compensation policies shall be endorsed to provide a thirty (30) days prior written notice of cancellation to Cary. Upon notice of such cancellation Contractor shall procure substitute insurance so as to assure Cary that the limits of coverage are maintained continuously throughout the periods specifi ed herein.

Primary Contractor’s Commercial…