HomeMy WebLinkAboutContract 53481 CITY SECRETARY .
FORT WORTH CONTRACT NO. 53 4g1
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth,
("City"), a Texas home rule municipal corporation and Onsolve, LLC, a Delaware Limited Liability Company
("Vendor")to purchase CodeREDTM [Mass Notification Services] under a cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative Documents") which shall
be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—Vendor's General Services Administration Contract GS-35F-0253W ("Cooperative
Contract");
3. Schedule C—Statement of Work(SOW)plus any amendments to the SOW
4. Schedule D—Payment Schedule
5. Schedule E—Milestone Acceptance Form
6. Schedule F—Signature Verification Form; and
7. Schedule G—Conflict of Interest Questionnaire.
Schedules A, B, C,D,E,F and G which are attached hereto and incorporated herein, are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the Cooperative
Contract or the SOW, then the Fort Worth Agreement shall control, but only to the extent allowable under the
Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder
shall not exceed Ninety Nine Thousand,Five Hundred Dollars ($99,500.00)per year.
The Coop Purchase shall become effective on February 1, 2020 (the "Effective Date") and shall expire on
January 31, 2021 (the `Expiration Date"), unless terminated earlier in accordance with the provisions of the
Agreement or otherwise extended by the parties. The Coop Purchase may be renewed annually (but NOT
AUTOMATICALLY). Annual renewals shall be a one-year term, each a"Renewal Term,"and shall be initiated up
on the City accepting Vendor's renewal terms and pricing. If approved,the City shall provide Vendor with written
notice of its intent to renew at least thirty(30) days prior to the end of each Renewal Term.
The undersigned represents and warrants that he or she has the power and authority to execute this Coop
Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
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COFW_ONSOLVE,LLC_Agreement_2020-2021 (�
CONFIDENTIALAND PROPRIETARY U i V R7I
FT. WORTHI rX
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Name: Kevin Gun requirements.
Title: Assistant City Manager
Date: 121
By:
Approval Recommended: Name: . /v,oite /400
Title: Senior IT Solutions Manager
Approved as to Form and Legality:
By: 7c za
NaRoger A. Wri t
Title Interim IT Solutions Director
By: ,�--
Attest: Name: Jtsistant
B. Strong
Title: City orney
_ .-Contract Authorization:
By: - ,` `: N/A
'*Name: Ma Kay e ,;: �,:••'°�� ��I�
Title: City Secret y
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'•
VENDOR: 1�
OnSolve, LLC
d�•G U c�'UI�U�
By:
Name: Larry Grimm
Title: Corporate Controller
Date: 01/28/2020
I
COEW_ONSOLVE,LLC_Agreement_2020-2021
CONPIDENTIALAND PROPRIETARY
SCHEDULE A
CITY OF FORT WORTH TERM AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.Following termination under
this clause by the City, no fees will be refunded.
b. Breach. If either party commits a material breach of the Agreement,the non-breaching Party
must give written notice to the breaching party that describes the breach in reasonable detail. The breaching
party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or
other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated
period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the
breaching party.
C. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by City in any
fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and the Agreement
shall terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to
the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with the Agreement up to the effective date of termination. Upon termination of the Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under the Agreement. In the event Vendor has received access to City information or data as a requirement
to perform services hereunder,Vendor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
2. Attorneys' Fees,Penalties,and Liquidated Damages. To the extent the attached Agreement requires
City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount,
City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
3. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws
provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant
County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue
in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall
have no force or effect.
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4. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the
linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked
terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with
any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the
Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement,
such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact
terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby
deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Govermmental Units," is self-insured and
therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance,
City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby
deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity. To the extent
the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby
deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability
of Vendor as it relates to IP infringement, data security, Vendor's negligence or willful misconduct, or breach of
Vendor's confidentiality obligations or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees,any claim or action against the City for infringement of any
patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood
that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City
pursuant to this section 9, Vendor shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City
shall have the right, at the City's cost,to fully participate in any and all such settlement, negotiations, or
lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In
the event City, with Vendor's consent, assumes the responsibility for payment of costs and expenses for any
claim or action brought against the City for infringement arising under this Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of
any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify the City under this Agreement.If the Deliverable(s), or any part thereof, is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-
infringing, provided that such modification does not materially adversely affect City's authorized use of the
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CONFIDENTIAL AND PROPRIETARY
Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent
non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all unearned amounts paid to Vendor
by the City, subsequent to which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE
COVERAGE REQUIRED BY CITY.
9. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for
purposes of the Agreement only.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed
that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or
become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which
have been appropriated prior to termination.
11. Public Information. City is a government entity under the laws of the State of Texas and all
documents held or maintained by City are subject to disclosure under the Texas Public Information Act.To the extent
the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and
such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a
request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the
responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City,the terms in this
Addendum shall control.
13. Network Access. N/A - Omitted
14. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing the Employment Eligibility Verification
Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services will be performed by any
Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES,SUBCONTRACTORS,
AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for goods or services unless the
COFW_ONSOLVE,LLC_Agreement 2020-2021
CONFIDENTIALAND PROPRIETARY
contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
16. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment
under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and
records of Vendor involving transactions relating to the Agreement.Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits and such audits will be conducted no more than once per year absent good reason.
COFW_ONSOLVE,LLC_Agreemen[_2020-2021
CONFIDENTIAL AND PROPRIETARY
SCHEDULE B
VENDOR'S GENERAL SERVICES ADMINISTRATION CONTRACT GS-35F-0253W
("COOPERATIVE CONTRACT")
AUTHORIZED
INFORMATION TECHNOLOGY SCHEDULE PRICELLST
GENERAL PURPOSE CON AERCIAL INFORMATION TECHNOLOGY
EQUIPMENT,SOF IWARE AND SERVICES
The urea-based CodeREDY seniCe.from ONSOLVE,LLC,was designed specifically to enable local government officials to
record,send and track personalized twice,entail and tert messages to thousands of citizens in minutes,as well as to staff members,
students or other internal notification usses.The proprietary mapping technology and patemed delilLmm methods emp]Dyed by
ONSOLVE,LLC add to the value of this affordable,high-speed notification system that has been in operation since 1998 and is
Currently used every day by clients from coast to coast
SPECIAL rr.EM NUMBER 132-32-TERM SOFTWARE LICENSES
Software maintenance as a product includes the publishing of bugldefect file;via patches and updates.+upgrades in function and
technology to maintain the operability and usability of the softwwe product. It may also include other no charge support that are
included in the purchase price of the product in the commercial marketplace_ No charge support includes items such as user blogs,
discussion founts,on-line help libraries and FAQs(Frequently Asked Questions),hosted chat moms,and limited telephone,email
andlor web based general technical support for user's self diagnostics.
Softau<e rrrain enance as a product does NOT include the creation,design,implementation,integration,etc,of s software package.
These ertanples are considered software maintenance as a service.
FSC CLASS 7030-INFORMATION TECHNOLOGY SOFTIVARE
Large Scale Computers
Operating System Software
Application Software
Electronic Cotnmurce(EC)Software
Utility Software
Communications Soflwsre
Care Financial lfanagmenF Software
Ancillary Financial Systems Software
Special Physical,Visual,Speech,and Hearing Aid Software
Microcomputers
Operating System Software
Application Software
Electronic Commerce(EC)Software
Utility Software
Communications Software
Care Financiad lfanagement Software
Andllary Financial Systems Software
Special Physical,Visual,Speech,and Hearing Aid Software
General Senices Administration
Federal Acquisition San-ice
Pricelist current thmuglr3iadificstion 0021 effective February 27,2018
Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the
GSA Advantage!System(httgPub[ww.gaadtantage.gov}_
ONSOLVE,LLC
780 West Grsnstda Bhd
Ormond Beach,FL 32174
866-939-0911
w Nw.onselve-com
Contract Number. GS-36F702BW
Period Covered by Contract: 2/1712010—2rT612020
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Table of Contents
Table of Contents Page 2
Information for Ordering Activities Pages 3-8
Terms and Conditions Applicable to Term Software Licenses Pages 9-11
(Special Item 132-32)
USA Commitment to Promote Small Business Participation Page 12
Procurement Programs
Product Pricing Page 13-16
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INFORMATION FOR ORDERING ACTINTTIES
APPLICABLE TO ALL SPECIAL ITEM NUMBERS
SPECIAL NOTICE TO AGENCIES: Stuall Business Participation
SBA strongly supports the participation of small business concerns in the Federal Acquisition Senice.To enhance Small Business
Participation SBA policy allows agencies to include in their procurement base and goals,the dollar vatm of orders expected to be
placed against the Federal Supply Schedules,and to report accomplishments against these goals.
For orders exceeding the micropnrchase threshold,FAR 8.404 requires agencies to consider the catalogstpricelists of at least three
schedule contractors or consider reasonably available information by using the GSA Advantage!"'on-line shopping senice
(www.gsaadv,amage.gov).The cstalDgs-'pricelists,GSA AdvaungelT and the Federal Acquisition Senice Home Page
(www.fss.gss-gov)contain information on a broad army of products and senices offered by small business concerns.
This information should be used as a tool to assist ordering actitities in meeting or exceeding established small business goals.It
should also be used as a tool to assist in including small,small disadcantaged,and women-owned small businesses among those
considered when selecting pricelists for a best value determination-
For orders exceeding the micropurchase threshold,customers are to give preference to small business concerns when two or more
items at the same delivered price sill satisfy their requirement
L GEOGRAPHIC SCOPE OF CONTRAC-T.
Domealic dPfivy is delivery wtthm the 48 contiguous states,Als a,Hawau,Puerto Rico,Washington,DC,and U.S.Territories.
Domestic delkery also includes a part or consolidation point,within the a6orementioned areas,for orders received from overseas
activities.
Ovonaas dt Umn,is de]nrery to points outside ofthe 48 contiguous states,Washington,DC,Alaska,Hawaii,Puerto Rico,and U.S.
Territories.
Offerors are requested to check one of the following boxes:
[ ] The Geographic Scope of Contract will be domestic and tri seas delikery.
[] The Geographic Scope of Contract will be overseas delivery only.
P-L] The Geographic Scope of Contract will be domestic delft ery only-
2- CONTRACTOR'S ORDERING ADDRESS AND PAYIEM INFORMATION:
ONSOLVE,LLC
780 West Granada Blvd
Ormond Beach,FL 32174
866-939-0911
www-onsah•e-corn
Contractor rust accept the credit card for payments equal to or less than the micro-purchase for oral or mitten orders under this
canrract. The Contractor and the ordering agency will use the credit card for dollar amounts over the micro-purchase threshold
(See GSAR 552232-79 payment by Credit Card). In addition,bank account information for wire transfer payments will be
shown on the imraice.
The falloaiug telephone number(s)can be used by ordering activities to obtain technical and,'ar ordering assistance.
866 939 0911
3. 11ABILITY FOR MURY OR DAMAGE
The Contractor shall at be liable for my injury to ordering activity personnel or damage to ordering activity property arising from
the use of equipment tttaintvinwi by the Contractor,unless such injury or damage is due to the fault or negligeiKe of the
Contractor.
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4_ STATISTICAL DATA FOR GOZ'ERNAMIT ORDERING OFFICE COMPLETION OF STANDARD FORM
279:
Block 9:G_OrderModificstien Under Federal Scbednle
Block 16:Data Universal Numbering System(DUNS)Number:W123-7293
Black 30:Type of Contractor—B:Other Small Business
Block 31:Woman Owned Small Business-NO
Block 36:Contractor's Taxpayer Identification Number(TIN):59-3579383
4a_ CAGE Code: 4n'W4
4b. Contractor has registered with the Central Contractor Registration Database.
S. FOH:DESTINATION
6. DELWERY SCEEDLLE
a TB E OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of
order(ARO),as set forth below:
SPECIAL MAI NU.MMER DELRTRY MIE(Days ARO)
13-1-32 30 Days
b. URGENT REQQUDiENMITS: Alen the Federal Supply Schedule contract delivery period does not meet the bona fide
urgent delivery requireuaents of an ordering activiq,ardermg activities are encouraged,if liana permits to contact the Contractor
for the purpose of obtaming accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt.
(Telephonic replies shall be confirmed by the Contractor III writing-) If the Contractor offers an accelerated delivery time
acceptable to the ordering activity,any order(s)placed pursuant to the agreed upon accelerated delivery time frame shall be
delivered vvithm this shorter delivery time and in accordance with all other terms and conditions of the contract
7_ DISCOUNTS: Prices shown are NET prices;Basic Discounts have been deducted-
a_ Prompt Pa}went: 00N-30 days from receipt of invoice or date of acceptance,whichever is later.
b. Quantity 1056 additional discount for quantities in excess of 5 licenses
C. Dollar Volume Now
d_ Government Educational Institutions Goverment Educational Institutions are offered the same discounts as all
other Government customers."
e Other.None
a. TRADE AGREEMENTS AC-f OF 1979,as amended:
All items are U.S.trade end products,designated ca®iry end products,Caribbean Basin country end products,Canadian end
products,or lfeidcaa end products as daft d in the Trade Agreements Act of 1979,as amended,
9_ STATEAIENT CONGERININiG AVAEL ABI=OF EXTORT FACT NG:None
10_ Small Requiretnents: The minimum dollar value of arders to be issued is$100.
11_ MA_KWUM ORDER(All dollar amounts are exclusive of any discount for prompt payment.)
a. The Maximum Order value for the folloning Special Item Numbers(SINs)is$500,000:
Special Item Number 132-32-Term Software Licenses
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12- ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS
Ordering activities shaIl use the ordering procedures of Federal Acquisition Regulation(FAR)8.405 when placing an order or
establishing a SPA for supplies or services. These procedures apply to all schedules.
R. FAR 8.405-1 Ordering procedures for supplies,and sen-ices not requiring a statement of work-
b. FAR 8.405-2 Ordering procedures for services requiring a statement of work_
13- FEDERAL LVFORM ATION TEC INOLOGY/TELEC0XBWN1CATION STANDARDS REQUIRF.b[12N I'S:
ordering activities acquiring products from this Schedule must comply with the provisions of the Fedend Standards Program as
appropriate(reberence: MIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein
comply with Federal Information Processing Standards(FIPS)or Federal Telecommunicstion Standards(FEED-STDS),which are
cited by ordering activities,shall be responded to promptly by the Contractor.
131 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS(FD?S PUBS):Information
Tecbuology produce under this Schedule that do not conform to Federal Information Processing Standards(PIPS)should not be
acquired unless a wahw has been granted in sccordance with the applicable"TIPS Publication." Federal Information Processing
Standards Publications(FIPS PUBS)are issued by the U.S.Department of Canmterce,National Institute of Standards and
Technology(NIST),pursuant to National Security Act- Information concerning their availability and applicability should be
obtained from the National Technical Information Seniee(NTLS),5285 Part Royal Road,Springfield,Virginia 22161. F1PS
PUBS include voluntary standards when these are adapted for Federal use. Individual orders far FIPS PUBS should be referred to
the NTIS Sales Office,and orders for subscription service should be referred to the NTIS Subscription Officer,both at the above
address,or telephone number(703)4974650.
132 FEDERAL TELECOJEUT NICATION STANDARDS(FED-STDS): Teleconammurstion products under this
Schedule that do not conform to Federal Telecommunication Standards(FED-STDS)should not be acquired unless a waiver has
been granted in accordance with the applicable"FED-STD." Federal Telecommunication Standards are issued by the U.S.
Deparmuent of Commerce,National Institute of Standards and Technology(MIST),pursuant to National Security Act.Ordering
information and information conceming the availability of FED-STDS should be obtained from the GSA,Federal Acquisition
Senice,Specification Section,470 EastL'Enfant Plaza,Shute 8100,SW,Washington,DC 20407,telephone amber(202)619-
8925. Please include a self-addressed mailing label when requesting information by mail- Information concerning their
applicability can be obtained by writing or calling the U.S.Department of Co amerce,National Institute of Standards and
Technology,Gaithersburg,MD 20899,telephone number(301)975-2833.
ld_ CONTRACTOR TASISS 1 SPECIAL REQUIREXMNTS(C-FSS-370)(NOV 2003)
(a) Security Clearances: The Contractor maybe required to obtampossess varying levels of security clearanres in the
performance of orders issued under this contract. All costs associated with obtaining*ssessmg such security clearances
should be factored into the price offered under the Multiple Award Schedule.
(b) Travel: The Contractor may be required to Mel in performance of orders issued under this contract_ Allowable navel and
per diem churges are governed by Pub L.99-234 and FAR Part 31,and are reimbursable by the ordering agency or can be
priced as a find price item on orders placed and the Multiple Award Schedule- Travel in performance of s task arder will
only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to navel
and per them claarge5_
(c) Certifications,Licenses and Accreditations: Asa commercial practice,the Contractor maybe required to obtainptrsess any
vauiety of eestifio:ations,licenses and accreditatious for specific FSCfsenice code classifications offered. All casts associated
with obtaining`possessing such certifications,licenses and accreditation should be factored into the price offered under the
_Multiple Awed Schedule program.
(d) Irsu n ce: Asa commercial practice,the Contractor may be required to obtainrpossess insurance coverage for specific
FSClsen-ice code classifications offered All costs associated with ohtcin�P,possessing such insurance should be factored
into the price offered under the Multiple Award Schedule program.
(e) Personnel: The Contractor may be required to provide key personnel,resumes or skill category descriptions in the
performance of orders issued under this contract. Ordering activities may require agency approval of additions or
replacements to key personnel.
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(f) Organizational Conflicts of Interest '[Where there may be an organizational conflict of interest as determined by the ordering
agency,the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5-
(g) Doc urnem aeiom'Standards. The Contractor may be requested to provide products or services in accordance with rules,
regulations,OMB orders,standards and documentation a;specified by the agency's order-
(h) DataDeliverable Requirements. Any required data,deli,6embles at the ordering level will be as specified or negotiated in the
agency's order.
(r) Government-Furnished Property: As specified by the agency's order,the Government may provnde property,equipment,
materials or resources as necessary_
(i) Availability of Funds: Many Government agencies'operating funds are appropriated for a specific fiscal year. Funds may
not be presently available for any orders placed tinder the contractor any option year. The Goraznmant°s obligation on
orders placed under this contract is contingent upon the availability of appropriated ftmds from which payment for ordering
purposes can be made_ No legal liability on the part of the Government for any payment may arise until funds are available
to the ordering Contracting Officer.
(k) Overtime: For professional services,the labor rates in the Schedule should not vary by virtue of the Contractor having
worked overtime_ For services applicable to the Service Contract Act(as identified in the Schedule),the labor rates in the
Schedule will vary as governed by labor laves(usually assessed a time and a half of the labor rate).
is. CONTRACT AMUNISTRAT1ON FOR ORDERMG ACTnTITES: Any ordering activity,with respect to anyone
or more delivery orders placed by it under this contract,may exercise the same rights of termination as Wright the GSA Contracting
Officer under provisions of FAR 52,212-4,paragraphs(i)Termination for the ordering activity's convenience,and(m)
Termination for Cause(See 5221''-4)
16_ GSA ADVANTAGE!
GSA Advantage!is an on-line,interactive electronic information and ordering system that provides on-line access to vetidors'
schedule prices with ordering inform•tion- GSA Advantage!will allow the user to perform various searches across all contracts
including,but not limited to:
(1) Mamrfacmner;
(2) hfamrfacmret's Part Number,and
(3) Product categories.
Agencies can browse GSA Advantage'.by accessing the Internet World Wide Web utilizing a browseT(ez:Net.Scape). The
Imernet address is bttp:'-'%rw r.gsaadvantage.gov
17. PURCHASE OF OPEN MARKET ITE IS
NOTE: Open Muket Items are also known as incidental items,noncontract items,non-.Schedule items.and items not on a Federal
Supply Schedule contract. ODCs(Other Direct Costs)are not part of this contract and should be treated as open market purdhases.
Ordering Activities procuring open market items must follow FAR 8.442(f).
For administrative convenience,an ordering activity contracting officer may add items not on the Federal Supply Multiple Award
Schedule(.US)—referred to as open market items—to a Federal Supply Schedule blanket purchase agreement(BRA)or an
inditidual task or delivery order,only if-
(1) ALI applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule
have been followed(e-g,publicizing(Part 5),competition requirements(Part 6),acquisition of commercial items(Part
12),contracting methods(Parts 13,14,and 15),and small business program;(Part 19));
(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply
Schedule is fair and reasonable;
(3) The item;are dearly labeled on the order as items not on the Federal Supply Schedule;and
(4) All clauses applicable to items not on the Federal,supply Schedule are included in the order.
(Page 6
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18. CONTRACTOR COIBMTMF—NTS,WARRANTIES AND REPRESENTATIONS
a_ For the ptnpose of this contract,commitments,warranties and representations include,in addition to those agreed to for
the entire scbedule contract
(1) Time of delivery,'installation quotations for individual orders;
(2) Technical representations andror warranties ofproducts concerning performance,total system performance
and or configuration,physical,design and,'or ftmctiond characteristics and capabilities of a product-equipmt!
servicefsoftware package submitted in response to requirements which result in orders under this schedule contract
(3) Any representations and,'or warranties concerning the products made in any literatute,description,drawings
andlor specifications fitmished by the Contractor.
b. The above is aot intended to encompass items not currently covered by the GSA Schedule contract
19_ OVERSEAS ACT VTTIE_S
The terms and conditions of this contract shall apply to all orders for installation,rosintmance and repair of equipment in areas
listed in the pricelist outside the 48 contiguous states and the District of Columbia,except as indicated below:
None
Upam request of the Contractor,the ordering activity may provide the Contractor with logistics support,as available,in accordance
with all applicable ordering activity regtilations_ Such ordering activity support will be provided on a reimbursable basis,and will
only be provided to the Contractor's technical personnel whose senses are exclusively required for the fulfillment of the term
and conditions of this contract.
20_ BL4*IKET PURCHASE AGREE-111=NT'S(BPAs)
The use ofBPAs under my schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be
established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering
activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BP_4 js).
Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).
21. CONTRACTOR TEAM ARRANGEAMN PS
Cawractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.
This includes compliance with Clauses 552-238-74,Industrial Funding Fee and Sales Reporting,i.e.,each contractor(team
mEmber)most report sales and remit the IFF for all products and services prodded wider its individual contract.
22. INSTALLATION,DEMSTALT.ATION,REE 45TALLATION
The Davis-Bacon Act(40 U.S.C.276a-27ba-7)provides that contracts in excess of f2,ODD to which the United States or the
District of Columbia is a party for construction,alteration,or repair(including painting and decoratinj- of public buildings or
public works with the United States,shall contain a clause that no laborer or nlachanic employed directly upon the site of the work
shall received less than the prevmilinv wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon
Art do not apply if the construction wur is incidental to the finishing of supplies,equipment,or sen-ices. For exarnple,the
requirements do not apply to simple installation or alteration of a public building orpublic work that is incidental to furnisbing
supplies or equipment under a supply contract However,if the construction,alteration or repair is segregable and exceeds$2,000,
then the requirements of the Davis-Bacon Act applies.
The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of
the Federal labor standards covered by the Davis-Bacon Ad. The proper Davis-Bacon wage determination will be issued by the
ordering activiry at the time a request for quotations is made for applicable construction classified installation,deimtallation,and
reinstallation services under SIN 132-8 or 132-9.
23. SECTION 508 CObIFLIANCE..
Happlicable,Section 508 compliance information an the supplies and services in this contract are available in Electronic and
Information Technology(En)at the following:
http:lhMWw onsalve con
The l IT standard can be found at: w ww.Section508.t at;.
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CONFIDENTIAL AND PROPRIETARY
24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES-
Prime Contractors(on cost reimbursement contracts)placing orders under Federal Supply Schedules,on belWf of an ordering
activity,shall follow the terms of the applicable schedule and authorization and include with each order—
(a) A copy of the authorization from the ordering activity with wham the contractor has the prime cantract(unless a
copy was previously burnished to the Federal Supply Schedule contractor);and
(b) The following statement:
This order is placed under written authorization from dated . In the event of atry inconsistency
between the terms and conditions of this order and those of}bur Federal Supply Schedule contract,the latter will
t)'em
25_ INSURANCI-WORK ON A GOVERNMENT INSTALLATION(JAN 1"7)(FAR 52-228-5)
(a) The Contractor shall,at its own expense,provide and maintain daring the entire performance of this contract,at
least the kinds and minima m amounts of insuranre required in.the Schedule or elsewhere in the contract.
(b) Before commencing work-under this contract,the Contractor shall notify the Contracting Officer in uniting that
The required insurance has been obtained- The policies evidencing required insurance shall contain an endorsement to the
effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—
(1) For such period as the laces of the State in which this contract is to be performed prescribe-,or
(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer,
whichever period is longer-
(c) The Contractor shall insert the substance of this clause,including this paragraph(c),in subcontracts under this
contract that require work-an a Government installation and sh211 require subcontractors to provide and maintain the
insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all
subcontractors'proofs of required insurance,and shall make copies available to the Contracting Officer upon request-
25- SOFTWARE IN`=OPERABILTTY-
Offerors out encouraged to identifywithin their software items any component interfaces that support open standard
interoperability. An item's interface may be identified as intemperuble on the basis ofpatticipation in a Government agency-
gxmu red pmgram or m an independent organization program. Interfaces maybe identified by reference to an interface registered
in the component registry Located at htw:.*ww.core.eov_
27. ADVANCE PAYMENTS
Apagmen under this contract to pror ide a service or deliver an article for the United States Gmernment may not be more than the
value of the service already provided or the article already delivered Advance or pie-payment is not authorized or allowed under
this contract.(31 U.S.C.3324)
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CONFIDENTIALAND PROPRIETARY
TERAfS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES(SPECIAL ITEM
NLTAIBER 132-32),PERPETUAL SOFTWARE LICENSES(SPECIAL HIM NUMBER 132-33)
AND 361AE TENANCE AS A SERVICE(SPECLkL ITEM NUMBER 132-34)OF GENERAL
PURPOSE COIIMERCL4L INFORMATION TECHNOLOGY SOFTWARE
1. DESPECTIONIACCEPTANCE
The Contractor shall only tender for acceptance those items that conform to the requiremeum of this contract. The ordering
activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering actvity may require
repair or replacement of nencanforming software st no increase in contract price. The ordering acth*mast exercise its
postacceptance rights(1)within a reasonable time after the defect vrss discovered or should ha Lm been discovered-,and(2)before
any substantial change occurs in the condition of the software,unless the change is due to the defect in the software.
2. GUAR-VNTEJD'%`ARRA-NTY
a_ Unless specified otherwise in this contract,act,the Contractor's standard commercial gasrmaeOwurrsnty as stated in the
contract's commercial pricelist will apply to this contract
ONSOLVF,LLC,warrants and implies that the services provided hereunder are merchantable and fit for use for the particular
purpose described in this contract(note:as a web based solution 73C24?f365 senice and support is included in the license pricing)
b. The Contractor warrants and ituplies that the items delivered hereunder are merchantable and fit for use for the particular
purpose described in this contract_
c_ Limitation.ofllability. Except as otherwise provided by an express or implied warranty,the Contractor will not be liable
to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted item.
3_ TECHNICAL SERVICES
The Contractor,without additional clhmge to the ordering activity,shall provide a hot line technical support number(966)939-
0911 for the purpose of protzdmg trser assistance and guidance in the implementation of the software. The technical support
number fs ax..ilable from 9 Ali to 6PM M-F Eastern Time,excluding holidays.
The Contractor,without additional charge to the ordering activity,shall pmvide a hot line technical support number(800)336-
3410 for the purpose ofprovidmg user assistance and guidance in the implementation of the software. The technical support
mtmber is available hours other than 9 AM to 6plt M-F Eastern Time excluding holidays
a. SOFTWARE NIA30Nr>NANCE
a. Softw2re mffitenance as it is defined:(select Softvrare maintenance type):
X 1_ Software Maintenance as a Product (SIN 132-32 or SM 132-33)
Software maintenance as a product includes the publishing of bugldefect fats via patcbes and
updateslupgrades i a function and technology to®aintain the operability and usability of the software
product It may also include other no charge support that are included in the purchase price of the
product in the commercial marketplace -No charge support includes items such as user blogs,discussion
forums,on-litre help libraries and FAQs(F)requently Asked Questions),hosted chat roams,and limited
telephone,email andlor web-based general technical support for user's self diagnostics-
ONSOLIM,LLC includes software maintenanre with license_
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CONFIDENTIAL AND PROPRIETARY
Software maintenanre as a product does XQ1include the creation,design,implementation,integration,etc_of a software
package. These examples are considered software maintenance as a service.
2_ Softrt•are\fs tens re as a Service(SIN 132-34)
Software maintenance as a service creates,designs,implements,andlor integrates customized changes to
software that solve one or more problems and is not included with the price of the software_Software
maintenance as a service includes person-to-persan communications regardless of the medium used to
communicate-telephone support,on-line technical support,customized support,and'or technical
expertise which are charged commercially. Software maintenance as a service is billed arrears in
accordance with 31 U.S.C.3324_
b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or inonthiy basis,after the
completion of such period. Maintenance charges nmst be paid in arrears(31 U.S.C.3324). PROMPT PAYMENT DISCOUNT,
IF APPLICABLE,SHALL BE SHOWN ON THE INVOICE.
S. PERIODS OF TERM I.ICT:NSES(SIN 132- 2)AND MAI NTENANCT:(SIN 132 11)
a. The Contractor shall hauor orders for periods for the duration of the contract period or a lesser period of time.
b. Term licenses may be discontinued by the ordering activity on thirty(30)calendar days written notice to the Contractor.
c_ Annual Funding. When annually appropriated funds are cited on an order for term licenses,the period of the term
licenses shall automatically expire on September 30 of the contract period,or at the end of the contract period_whichever occurs
first. Renewal of the term licenses orders citing the new appropriation shall be required,if the term licenses is to be continued
during any remainder of the contract period.
d. Cross-Year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for
funds in eicess of a 12 month(fiscal year)period,the ordering acuity may place an order tinder this schedule cauract for a
period up to the expiration of the cowuact period,notwithstanding the intervaninn fiscal years-
e Ordering activities should notify the Contractor in writing thirty(30)calendar days prior to the expiration of an order,if
the term licenses is to be terminated at that time. Orden for the contimtation of term licenses will be required if the term licenses
andlor maintenance is to be continued dining the subsequent period_
6. CONTvTRSION FROM TERM LICENSE TO PERPETUAL LICENSE-NOT APPLICABLE.ONSOLI E,LLC does
not offer a Perpetual License
a. The ordering activity may concert term licenses to perpetual licenses for any or all software at any time following
acceptance of software_ At the request of the ordering activity the Contactor shall furnish,within ten(10)calendar days,for each
software product that is contemplated for cocawsion,the total amount of conversion Credits which have accrued while the
software was on a term license and the dale of the last update or enhancement.
b. Conversion credits which are provided shall,within the limits specified,continue to accrue from one contract period to
the uect,provided the software remains on a term license within the ordering actn-ityc
c_ The term license for each software product shall be discontinued on the day immediately preceding the effective date of
conversion from a term license to a perpetual license.
d. The price the ordering activity shall pay will be the perpetual license price that pre;arZed at the time such software was
initially ordered under a term license,or the perpetual license price prevailing at the time of carom lion from a term license to a
perpetual license,whichever is the less,minus an amount equal to °n of all term license payments during the period
that the software was under a term license within the ordering activity.
7. TERM LICENSE CESSATION NOT APPLICABLE.ONSOLVE,LLC does not offer a Perpetual License_
a. After a software product has been on a continuous term license for a period of "manths,a filly paid-up
inn-exclusive,perpetual license for the software product shall automatically accrue to the ordering actntty. The period of
continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular
fiscal year,it is a written Contractor commitment which continues to be available for software that is initially ordered under this
contact,until a fully paid-up Perpetual license accrues to the ordering activity. However,should the term license of the software
Page 10
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
be&-continuedbefare the specified period of the continuous term license has been satisfied,the perpetual license acmmmal shall be
forfeited.
b. The Contractor agrees to provide updates and msint�a service for the software after a perpetual license has accrued,
at the prices and terms of Special Item Number 132-34,if the licensee elects to order such services. Title to the software shall
remain with the Contractor.
g- irIU-IZAIJON LEMIATIONS-(SIN 132-32,SIN 132-33,AND SIN 132-�U)
a_ Software acquisition is limited to commercial computer software defined in FAR Part 2-101.
b. When acquired by the ordering activity,connuercial computer software and related documentation so legend shall be
subject to the following::
(1) Title to and ownership of the software and documentation shall remain with the Contractor,unless otherwise
specified.
(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or
independent ordering activity. The software maybe used by any subdivision of the ordering activity(service,bureau,
division,command,etc.)that has access to the site the software is placed at,even if the subdivision did nat participate in
the acquisition of the software. Further,the software maybe used on a sharing basis where mmrltiple agencies have joint
projecN that can be satisfied by the use of the software placed atone ordering activity's site. This would allow other
agencies access to one ordering activity's database. For ordering activity public damain databases,user agencies and third
parties may use the comrputer program to enter,retrieve,analyze and present data. The user ordering activity will take
appropriate action by instruction,agreement,or otherwise,to prated the Contractors proprietary property with any third
parties that are permitted access to[be computer programs and documentation in connection with the user ordering
activity's permitted use ofthe conVuterprogram anddocurnent tion. For purposes ofthis section,all such permitted
third parties shall be deemed agents of the user ordering activity-
(3) Except as is provided in paragraph S.b(2)above,the ordering activity shall not provide or otherwise make
available the soficvame or documentation,or any portion thereof;in any form,to any thud party without the prior written
approval of the Commacir. Third parties do not include prime Contractors,subcontractors and agents of the ordering
activity who have the ordering activty's permission to use the licensed software and drIc mmentmon at the fhrility,and
who have agreed to use the licensed software and documentation only in accordance with these restrictions. This
provision does not limit the right of tle ordering activity to use software,docarnmlation,or iliformatfan therein,which
the ordering activity may already have or obtamms without restrictions.
(4) The ordering activity shall have the right to use the computer software and dornmentation with the computer for
which it is acquired at any other facility to which that computer maybe transferred.,or in cases of Disaster Recovery,the
ordering activity has the right to transfer the software to smother site if the ordering activity site for which it is acquired is
deemed to be unsafe for ordering activity personnel;to we the computer software and documentation with a backup
computer when the primary computer is inoperative;to copy computer programs for safekeeping(archives)or backup
purposes;to transfer a copy of the software to another site for purposes of bendmarking new hardware andlor software;
and to modify the software and documentation or combine it with other software,provided that the unmodified portions
shall remain subject to these restrictions.
(5) "Commercial Computer Software"may be marked with the Counsctm's standard commercial restricted rights legend,but
the schedule contract and schedule pricelist,including this danse,"[Stilization Limitations"are the only govvming terms and
conditions, and shall take precedence and supersede any different or additional terms and conditions inchaded in the standard
commercial legend.
9- sOFTS4ARE CON"rERSIONS-(SIN 132-32 AND SIN 132-33)
Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made
as the result of a change in operating system,or from one computer system to another.Under a perpetual license(132-33),the
purchase price of the new software shalt be reduced by the amwunt that was paid to purchase the earlier version Under a term
license(132-32),conversion credits which accrued while the earlier version was under a terns license shall carry forward and
remain available as conversion credits which may be applied towards the perpetual license price of the new version
10- DESCREPTIONS AND EQUIPMENT COMPATIBILITY
The Contractor shall include,in the schedule pricelist,a complete description of each software product and a list of equipment on
which the software can be used. Also,included shall be a brief;introductory explanation of the modules and dacumentation which
are offered.
11. RIGHT-TO-COPY PRICING
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COFW_ONSOLVE,LLC Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
The Contractor shall insert the discounted pricing for right-to-copy licenses. NOT APPLICABLE.ONSOLV'E.LLC does
not offer right-to-copy licenses.
USA COALI MEENT TO PROMOTE
ShLUL BUSINESS PARTICIPATIOti
PROCITRE14fENT PROGR"IS
PREAMBLE
ONSOLVE,LLC provides commercial products and services to ordering activities.We are committed to promoting
participation of small,small disadvantaged and women-owned small businesses in our contracts. We pledge to
provide opportunities to the small business community through reselling opportunities,mentor-protege programs.joint
.ventures,teaming arrangements,and subcontracting.
CO1til1bf1Tb=
To actively seek and partner with small businesses.
To identify,qualify,mentor and develop small,small disadvantaged and women-owned small businesses by
purchasing fi-om these businesses whenever practical.
To develop and promote company policy initiatives that demonstrate our suppart for awarding contracts and
subcontracts to small business concerns.
To undertake significant effort to deterne the potential of small.small disadvantaged and women-owned small
business to supply products and sew..ice,to our company.
To unsure procurement opportunities are designed to permit the maximuin possible participation of small,small
disadvantaged,and vvornen owned small businesses.
To attend buriness opportunity workshops,minority business enterprise seminar,trade fairs,procurement
conferences;etc.;to identify and increase small businesses with whom to partner.
To publicize in our marketing publications our interest in meeting small businesses that may be interested in
subcontracting opportunities.
AVe siguifr•our commitment to work in partnership with.small,small disadvantaged and women-owned small
businesses to promote lad increase their participation in ordering ictivih-contracts.
Page 12
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CONFIDENTIALAND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE LIST,OCTOBER 2017
MRWS Ugef Unl or Cou of GSA PRICE
SIN Parts PrDdu0tD6etxiptbn Issue Ors In WrrHIFF
13232 1 CDOERED Sl;3 tl License Tor atlDn Of 0 to 999 EA US 52,267.06
13232 2 CcdEREDSL3i=Llce�fa aODnOf1DOD9o4y39 FJS US 52,757.58
13232 3 L cease a m EA US
13232 4 CodeRED 313/.7ard Ucense for Dmulaidon of 175M to 24M EA US 5 unl
132 32 5 COdeRED 513dard UDense Tor DmW3tlon or25"to 37499 EA US 925-44
13232 6 CedeREDSlarldardLIcensefa p3pulaillonof375Mto42M EA US 501.2E
1.3232 7 lCodERED St3tdxd UDensp for Dooul3ban of 50WO to 62499 EA US 72,2411.811
1.3232 8 CodERED Standard UDefxe for DmulaHan oT 62500 to 74993 EA US 513 7E&-77
13232 9 CodeRED SaridardUcensefa populaUmDT75WOto57499 EA US SlR,=27
M 32 10 CodeRED SU Mard License Tor pwdaHon a B75DO to 99999 EA US 516 630.2
13232 11 CodEREDS[widadUcenseTor p30311CO0T1DDCWto114999 EA US 519,690.68
13232 12 CoaEREDStallard UoerrA popillaNDIROf 1150M to 1249W EA US 519,890.68
13232 13 CodERE[).lLn and UMV,- rpTMaflanoT125C0ltolM99 EA US 522,951.1
13232 14 COdeREDSt ra=UcenseTor poNallonV2DW00tD249999 F11 US 524,483.63
13232 15 CWeRED Un[mled Em en U _LIOMEe for atcn d 0 to 939 E.4 I US sz"S.YA
13232 16 lCodeREDUnirriledEmer USage L.I.'enEefor o0pdaftcnorIDWto4999 EA US 636.27
13232 17 COdeREDUn[MiedEm 'U LboEeTa adcnor5CO3t07499 EA US 55133.40
13232 18 CodeREDUnlniiadEm U LlcenEefa alenar75Wto9999 EA US 133.4C
13232 19 CodeRED UnlmiedErn en U Llomsefa aEw or 1[ODD to 12499 EA US 710D.2E
13232 20 CodeRED Unlmi3l Em U UomEe for aGcn Dr 12500 to 14939 EA US 7100.2E
13232 21 COdEREDUnIm531Em U Lkmsefa aEcnari5WDto17499 EA US 71002
13232 22 CodeRED Untmied Em enc U LlDense for rialon or 17SOD to 10999 EA US 39 140.5E
13232 23 CodERED Untmled Em en 'U t k)ense for Vcn cf 2MM to 22499 EA US 59,14D.55
13232 24 CodERED UnImialErn en UsWeLkWseTa POPilaffCnor22500to24999 EA US 59,14D.55
13232 25 CodERED UnImYtlEmffgency UW LrAnseRr POPUIZIEWor25WOto27499 EA I US 49.643.8
13232 26 1 CodERED UnImia7 Emergericy Usage LIOMse fa POPUXal or 27500 to 29999 EA US $9.643.83
13232 27 1 C0dEREDUn►mledEm en U LkerlEefa ascnDf3C000to32499 FA US 59,6"_3.83
13232 29 n rng sl Ee,a tidal EA US
13232 23 CodeRED Untmied Emergency UsateWw6efor popUVcnorMWOto37499 EA US 4643.83
13232 30 CodeRED Un[rrJWEm en Us Wei Ee.V ppmVcnor3750Dto39999 EA US 510164.33
13232 31 CodeRED UnlmtedEm Usaae L[Delrefor popilVanar40ODOto42499 EA US S10164.33
13232 32 CoIJERED Unlmi=d EmffWcy Usalp LbEnse fa popuadcri or 42500 to 44999 EA us 510 164.33
13232 33 CodeRED Untmted Emergency U aae Lkensefa poWAonor to47499 EA US 510164.33
13232 34 CodeRED tJnlmied Emeraency Usage Lkxnse for aeon or 475M to 49999 EA US 51D,164.33
13232 35 CodeRED UnInlW EmffoffwUsaae Liomsefa owaaffonar50WOto52499 EA US 5135E&74
13232 36 Co(JERED Un[MW EmeWcy Usage LbEnsefa aronor52500to54999 EA US $13,565.74
f3232 37 CooERED Unirriled Emffgmcy U&ageWinEefa PDPUVal Or 5EWO to 57499 EA US 513,565.74
13232 38 CaJeRED Unlrrflk�d EMEMEncy Usage LIOXISefOr alXcnor5750Dto59%9 EA US SlUDD.00
13232 39 CodERED Untmtied Emergency Usage Lb2nse fa popilmon of 6CO3D to 62499 EA US 516,200.DC
13232 40 CodERED UIMI=EmErgenruy Usage LK=a for .sort or 62500 to 64999 EA US 516,2D0.00
132 32 41 CodeRED UnimleD EmerWcy U aQe L keiiie mr popilVcn of 6EO30 to 67499 EA US 520175.32
132 32 42 CodERED Un[mW Emffwcy USaae WalBe fa pcoxon a 67500 to 69999 EA US S213175.32
13232 43 CodeRED Unimied Emergency Usage LJenEefor popqilcncr7000Dto72499 EA US $20176,32
13232 44 jCodLREDUnimled Emergency U age LlxtEefa DwdVcnor72500to74999 EA US 52017E-32
13232 45 1 CodeRED Un[mied Emergency Us eLk)msefa ooDUAcnd7EWOto77499 EA I US 5234MAI
13232 46 JGWeREDUntmLadEm U&W LK>msefa populzVonor7750Dto79999 EA I US 523454.41
13232 47 lCodeRED Un[mied EmercWcy Usate L)Dwise for alm or 8DO30 to 82499 E
us 523 454.41
13232 48 CodeRED Unlml3t EmergencyU LJDmEe la adcn or 82500 to 84999 US $23,45441
13232 49 CodeREDUnIMIMEm U Llcalsefa Von of85woto87499 US 523.454.41
13232 so CDdeREDUntmidEmer U t OMSefa UacnaWWI)to8Q999 US 526.737.0
13232 51 COdEREDUntmk3dEm U LJDWSefa aama9C036to92499 US 526,737.03
13232 52 CodEREDUntmidEm ce U _L. refer g&0r942500to94999 US 526,737.
13232 53 n rn ce se azm uS13232 54 CcdeREDUnimSedEm en U LIcmEefa a:onDf97M0t099999 US 526737.03
13232 55 CodeRED Unlmied Emwffcv Uraae LlomEe for populailcri or 1003W 10104999 EA US S3D 6C4.53
13232 56 Cocls9ED UnlmlVd EmffWcy UsaW Llmsefor popdalaior1060MtoID9999 US S306D4.53
13232 57 Fc—dEREDlJnIrTliedEmffWcyU ageLlDwseforpopdalaloflloxoID114999 EA US 530604.
13232 58 CodeRED Unlm'ed EmffWcy U&W Lbense fa adcn of I IWW to 119M EA US 533 93.2C
13232 59 CodeRED Untmled Emergency UsatieL[x-tsefa .3Qatar12DDDOto124999 EA US 534299.7E
13232 60 CodeRED UnImbd Emffwcy Usate LNense fa popilailon or 1250M to 12^39V3 EA us SW2&75
13232 61 CodeREDtlnlmled Emffgmcy Usage Wensefa popcialon of 13U3W to1349W EA US SW225.79
13232 62 CodeRED UnImPdEm Usage LJDOEe!or ada0Of135000101Y2999 EA US 536=.79
13232 63 CodERED UnlMiedEmer U L.Dmsefor allnof14DOWto144993 EA US s41,DiD.oe
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Page 1 DT 3
COFW_ONSOLVE,LLC Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE UST,OCTOBER 2017
SIN maffiffactiffer prod pgBgrt, yan Unitof Cou of GSA PRICE
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13232 73 of 1600D to 17499 FA US 49,622.07
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13232 78 COdERED UnInIled USageLharsefor POPkIaknd275Mto29999 EA UO $10,155.17
13232 73 CoCEREDUn1nIW Usage OaalsefIX popuawd30ODDto32499 EA US 510,156-17
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Pap-2 or 3
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE LIST,OCTOBER 2017
EIN mamuf ProductDeeutjZon lM of Cou of WrFHISA ICE
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Page 3 Ora
COFW_ONSOLVE,LLC Mreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE C
STATEMENT OF WORK (SOW)
(DONSOLVE
STATEMENT OF WORK
CodeREDO
STATEMENT OF .- •
CONTRACTGSA AGREEMENT-GSA i
Provider Information: Provider Name: ONSOLVE,LLC
("Provider") Entity Type: Limited Liability Company
State of Incorporation: Delaware
Provider Address: 780 W.Granada Boulevard
Ormond Beach,FL 32174
Customer Information: Customer Name: City of Fort Worth
("Customer") Entity Type: body politic
State of Incorporation: Texas
Customer Address: 200 Texas Street
Fort Worth,TX 76102
Business Contact/Title:
Phone:
Email:
Please complete below if the Primary User is different from the Business Contact
Primary User Name:
Phone:
Email:
Unless otherwise specified on a Customer purchase order or below,Provider will send invoices to the Customer Business Contact
address above.
Customer Invoice Name: City of Fort Worth
Attention: IT Solutions—Finance
City,State,Zip:
Phone: 817-392-2431
Email: supplierinvoicesna fortworthtexas.aov
Preferred method of receiving invoices: ® Email ❑ US Mail
DESCRIPTIONDETAILED SERVICE
Initial Term(commencing on Effective Date) One(1)Year
Renewal Term(s) Each One(1)Year
CodeRED On-Demand Notification Service—GSA Contract Items- Unlimited
Annual Notification Subscription Fee: $95,000.00
Additional Features—GSA Contract Items
Commercially Available Data Included
One(1)annual Provider-assisted traditional import for Customer data Included
Annual Foreign Message Translation Subscription Fee Included
for up to ten(10)languages,as selected on Attachment 1:
Additional Features—Non-GSA Contract Items
Annual CodeRED Weather Warning®Subscription Fee: Included
Annual IPAWS Submission App Subscription Fee: Included
Annual OnSolve Open Notification Express(O.N.E)Subscription Fee: Included
Annual Text to Keywords Subscription Fee:(includes 5 Keywords) Included
Initial Term Subtotal: $95,000.00
All amounts are stated in United States Dollars unless specifically indicated otherwise.
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
• GIS(Target Recipients by Geographic Location):City of Fort Worth,Texas(the"Notification Area")
• Up to 925,000 Recipients.A deviation above 10%in the number of Recipients shall result in increased pricing at Provider's then-current rates.
• Annual Notification Subscription Fee includes Unlimited Message Units per year for Notifications sent via phone,SMS text or email.
ATTACHMENTS: EXHIBIT A—GENERAL SERVICE DESCRIPTION,EXHIBIT B—TERMS AND CONDITIONS,EXHIBIT C—ACCEPTABLE USE POLICY
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
EXHIBIT A
GENERAL SERVICE DESCRIPTION-CODERED®
Description of On-Demand Notification Service: The Service is an on-demand alerting and response software-as-a-service (SaaS) for the
Notification Area. Use of the Service is by subscription and does not require Customer to purchase, install or maintain any dedicated hardware or
software.The Service allows any Initiator to send a single alert to thousands of Contacts simultaneously via a combination of familiar communication
devices including the ability to capture real-time responses.
Customer can access and activate the Service using any of the following methods:
• Web:log in 24/7/365 at https://www.onsolve.com/login/to send alerts or to modify your account.
• Phone:call(866)939-0911 for live operator assistance 24/7/365.
Description of Service.With subscription,Customer receives:
• Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the Service Order and in
Exhibit B.
• Unlimited messaging via email and to the CodeRED Mobile Alert App.
• "Message Unit"means:
o Sixty(60) seconds or less of connected call time in the Service.As an example, a call connected for ninety(90)seconds shall be equal to two (2)
Message Units
o SMS messages that are 140 characters in length. SMS messages over 140 characters in length are separated into multiple Message Units.
• Transaction Fee(as defined on Exhibit B)for unlimited Service(for refund purposes only,where applicable) is equal to$0.09.Transaction Fee for
Message Unit-based Service is equal to the Overage Message Unit price set forth on the Service Order
• Unlimited Initiators(those with role-based ability to access and activate the Service).
• Unlimited groups within accounts:A group is an alert distribution list.
• Standard upgrades. Standard upgrades include all maintenance releases.
• For optional features purchased (e.g. Conference Bridge, Bulletin Board) up to the number of Message Units stipulated on Service Order of the
Agreement.
• Absent separate purchase of Commercially Available Data from Provider,Customer is responsible to provide data for use in the Service,and Provider
shall not be responsible for Customer's inability to use the Service due to Customer's delay in providing data.
• Customer may purchase professional services ("Professional Services"), such as installations, implementations, software testing, custom
modifications,data services or international training sessions from Provider. Professional Services will be described in a separate statement of work.
• Data/Record Management
• Notification Services/System Setup
• Standard mapping layers
• Standard Geocoding
• Software Updates
• System Wide Kick Off Call
• Universal Callback Number Feature
Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge:
• Community Notification Enrollment("CNE") Page(public self-registration): Contacts may sign up on the CNE Page and enrollment information will
be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data will be transmitted to
Customer, and that the transmission of such data to Customer may render it public record and is subject to Customer's privacy policies. Customer
agrees that it will be solely responsible for providing such privacy policies to these individuals and that Provider shall not be responsible for the
individual contribution of contact information through the CNE page.
• Contact Group Enrollment Page (internal self-registration): Customer's internal Contacts may sign up on the Contact Group Enrollment Page and
enrollment information will be transferred to Customer.
• Provider agrees that it will, upon termination of the Agreement and Customer's request, provided all Fees are paid in full, transmit in Provider's
standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group Enrollment data, one(1)
time, to Customer at no charge.
• Traditional Import:For its initial population of the Contact list,Customer may supply Provider with a spreadsheet(flat-file format)of Contact list data.
Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or content that might
interfere with the proper loading of data or use of the Service. Provider generally updates data provided via traditional import within two(2)business
days after receipt of such data. Customer may utilize this traditional flat-file import no more than one(1)time per year at no additional cost, unless
otherwise set forth on the Service Order.
• On-Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface.
Customer Support. Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911, or the
local support number provided to you by Provider.At Provider's reasonable discretion, non-urgent after hours and off hours("AHOH")inquiries may
be deferred until conventional business hours to facilitate best handling.
Training.All training is customized and individual to the Customer. Provider training included with subscription at no extra charge:
• One(1)annual Initiator training session;
• Unlimited pre-recorded,web-based remote trainings
• New features training sessions;and
• Best practices feature training sessions(whenever applicable).
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Provider Customer Support works with Customer to schedule training flexibly and to accommodate Customer's schedule. All training is conducted
via Web meeting/conference call.
Customer may request additional sessions, or onsite training in lieu of Web-based training. Such training is billable at a base $1,500 day rate
(minimum half day fee applies). For any onsite training, Customer is responsible for all of Provider's reasonable and pre-approved
travel/lodging/incidental expenses.
Support Documentation.Service documentation appears online. In addition to other online help documentation,Customer may download/print the
current version of the Provider User Guide at any time.
End of Exhibit A
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Exhibit B
SOW TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement,where"control"means the control,through ownership or contract, of more than 50%of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. "API"means the application program interface for the Service.
1.3. "API Contacts" means an individual person whose information is stored in an external third party application database (not in the
Service database)capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Statement of Work,whether or not they are transmitted to
the Service.
1.4. "Applicable Law" means any domestic and/or foreign statute, ordinance,judicial decision, executive order, or regulation having the
force and effect of law.
1.5. "Contact" means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.
1.6. "Content"means content, data, text, messages and other material contained in a Notification.
1.7. "Documentation"means any official, applicable documentation that Provider provides to Customer(electronic or written)regarding
the Service.
1.8. "Fees"means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.
1.9. "Initiators " means an individual person or application authorized to create and issue Notifications.
1.10. "Notification(s)"means messages issued by an Initiator through the Service,whether or not responded to by Contact.
1.11. "Sensitive Data" means any personally identifiable information relating to health/genetic or biometric information; religious beliefs
or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers' license information;
or any other"sensitive data"category specifically identified under any Applicable Laws.
1.12. "Service" means Provider's software-as-a-service, Internet-based and accessed notification service to set up and send
Notifications.
1.13. "Statement of Work"means the Statement of Work to which these Terms and Conditions are attached,which describes the specific
Service to be provided to Customer.
1.14. "Subscription Fee"means the fees for access to and use of the Service, including any activation fees.
1.15. "Transaction Fee"means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.16. "User"means, collectively, Initiator(s)and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions(this"Agreement"), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will not allow or assist any other
entity to,sublicense,assign,transfer,distribute,rent or sell use or access to the Service,or remove,alter or obscure any product identification,
copyright or other notices.Only Customer,its Affiliates'and their respective employees and agents may act as Initiators;all use of the Service
by Customer, its Affiliates'and their respective employees and agents is subject to the restrictions set forth in this Agreement.
2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third-party providers shall have a royalty-free,worldwide,transferable,sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service.This information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider's terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify,decompile,disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions.
3. PAYMENT AND TAXES
3.1. Payment. Customer shall pay the Fees as set forth on the Statement of Work to this Agreement without setoff or deductions,within
thirty(30)days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears.
3.2. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any other person for any charges or fees that
arise from sending or receipt of a Notification using the Service, including as a result of increases in pass-through charges by
telecommunications providers.
4. TERM AND TERMINATION
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
4.1. Initial Term and Renewal Term. Unless earlier terminated in accordance with the these terms, the Initial Term of this Agreement
shall begin on the Effective Date and continue for the period set forth on the applicable Statement of Work. Upon completion of the Initial
Term, Customer may renew this Agreement for successive renewal terms (each a"Renewal Term")as set forth on the applicable Statement
of Work, by providing any of the following to Provider prior to the end of the Initial Term or then-current Renewal Term: a signed Statement
of Work for the Renewal Term (in electronic or hard copy format); a purchase order for payment for one additional year; or payment for one
additional year.
4.2. Suspension. Provider may suspend the Service: (a)effective immediately upon notice if Customer breaches any provision under
Section 5(Customer Obligations); or(b)if payment for any portion of the Fees is not received by Provider within fifteen(15)days after receipt
of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement or any then current
Statement of Work, nor shall any rights or obligations hereunder be waived during the suspension period.
4.3. Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will, upon written request of Customer, erase
Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be
deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it
(1)shall discontinue processing such data;and(2)shall maintain the confidentiality of such data in accordance with this Agreement; and(b)
Provider may retain report data(e.g.,date/time of Notification and number of Notifications sent)necessary to support its billing and accounting
records; (ii) Customer will immediately pay to Provider all amounts due and payable for Services delivered prior to the date of termination;
(iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the
Service, and, upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv)remedies for breach,
rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 3. (Payment), 4.4 (Effects of
Termination), 5(Customer Obligations),6(Confidentiality and Security), 8(Indemnification and Responsibility), 9(Limitation of Liability), and
10(General)will survive. Upon termination of this Agreement for Customer's breach: (a)Customer will immediately pay to Provider all unpaid
Fees that would become due under the then-current term if such termination did not occur; and (b) Provider shall retain any Fees paid to
date. Upon termination of this Agreement for Provider's breach, Provider will refund an amount equal to the prorated amount of Fees paid
for the remainder of the then current term, less any expenses for transactions completed prior to the date of termination, which shall be
calculated based upon the Transaction Fees.
5. CUSTOMER OBLIGATIONS
5.1. Customer Obligations.The Service is subject to pass-through terms from certain telephony, facsimile, GIS and/or Short Message
Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably
necessitated due to changes by the third-party providers. Failure to comply with these terms could result in the termination of certain critical
services from Provider's vendors which would impact all of Provider's customers.
5.2. Acceptable Use Policy. Customer will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
5.3. Data Security. Customer acknowledges and agrees that Provider does not require or"pull" any specific data from Customer; that
Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that
Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the Service.
6. CONFIDENTIALITY AND SECURITY.
6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade
secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and
concepts, whether disclosed orally or in writing or stored within the Service, or by any other media ("Confidential Information"). Any
information related to the Service, including Documentation, security information, and API information, shall be deemed to be Confidential
Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the "Receiving Party")
acknowledges that the Confidential Information of the other party(the"Disclosing Part)e')contains valuable trade secrets and other proprietary
information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing
Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential
Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities
unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures
than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if it: (a) is
generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to
disclose such information without being subject to an obligation of confidentiality; or(c)was rightfully in the Receiving Party's possession
free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above,the Receiving Party
will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or
other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure
where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information. A Receiving Party shall
promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential
Information.
6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent
unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this
Agreement and Customer's instructions. Provider's security procedures include physical security, network security, hosted/data security and
web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a
manner that retains or increases the stringency of Provider's security obligations.
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
7. REPRESENTATIONS AND DISCLAIMER
7.1. Mutual Representations. Each party represents and warrants that: (i)it has the full corporate right,power and authority to enter into
this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this
Agreement by such party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any
agreement to which such party is a party or by which it is otherwise bound;and(iii)when executed and delivered by such parry,this Agreement
will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2. Additional Provider Representations. Provider represents and warrants that: (i)the Service will conform in all material respects to
Applicable Law, Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be
performed in a professional and workmanlike manner consistent with industry standards.
7.3. Disclaimer. Provider makes no representation,warranty or guaranty,that the Service will work with,or be supported by,all protocols,
networks,operating systems or environments;will be error-free;or that all Notifications will be delivered. Customer acknowledges and agrees
that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life-
support or EMT-based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm,
death, or other grave problems, including delays in getting medical care or other emergency services, and that any use of the Service to
support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to
such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN"AS IS"AND
"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION AND RESPONSIBILITY
8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees ("Customer
Indemnitees") from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees,
penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, "Losses"),
arising from: (i)any negligence or willful misconduct by Provider;or(ii)any breach of Section 6 by Provider.
8.2. Customer Responsibility. Customer will be solely responsible for any and all Losses, arising from: (i)Customer's breach of Sections
5 and 6.1; (ii) use of Content by Provider in connection with its performance of the Service; (iii)third party claims that Customer's Content
infringes on any intellectual property rights; or(iv)Customer's negligence or willful misconduct.
8.3. Indemnification Procedures. In the event Customer seeks indemnification hereunder, Customer shall provide Provider with: (i)
prompt written notice of any claim for which indemnification is sought; (ii)complete control of the defense and settlement of such claim; and
(iii) reasonable assistance and cooperation in such defense. In any proceeding Customer shall have the right to retain, at its expense, its
own counsel. Notwithstanding the foregoing, the Provider may not enter into a settlement of a claim that involves a remedy other than the
payment of money by the Customer without the Customer's written consent.
9. LIMITATION OF LIABILITY
9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO BREACH
OF SECTION 5.2 or Section 5.3 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY) OR ANY
OBLIGATIONS UNDER SECTION 8(INDEMNIFICATION AND RESPONSIBILITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC
ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR
DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THE SERVICE OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF
EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES
ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE(12)MONTHS OF SERVICE PRIOR TO THE DATE
ON WHICH SUCH CLAIM AROSE. Customer understands and agrees that the limitation of liability in this Agreement for Provider is
reasonable and that Provider would not enter into this Agreement without such limitations.
10. GENERAL
10.1. Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable
control of such party, including acts of God, acts of war, riots,acts of terror and other acts or omissions of third parties such as interruptions,
delays, or malfunctions of service by third-party service providers.
10.2. Dispute Resolution. Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any dispute or
controversy ("Dispute") arising out of or related to the performance of this Agreement or any Statement of Work to each party's business
managers, who will meet and work in good faith to resolve each Dispute within ten (10) business days after receiving notification of the
Dispute. If the business managers are unable to resolve the Dispute, either party may escalate the Dispute to the next highest level of
management for resolution. If the Dispute remains unresolved thirty(30)days after referral to the next highest level of management within
each party, either party may bring suit in a court of competent jurisdiction. This Section shall survive the expiration or termination of this
Agreement for any reason. If either party engages attorneys to enforce any rights out of or relating to this Agreement,the prevailing party in
any action to enforce or interpret this Agreement shall be entitled to recover any and all costs and expenses of any nature including attorneys'
and experts'fees and costs.
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
10.3. Publicity. For the duration of this Agreement, Provider may use Customer's name and logo on the Provider web site and in Provider's
collateral marketing materials identifying Customer as a purchaser of the Service. If Provider's expected use of Customer's name and/or logo
includes more than basic identification of Customer, Provider shall provide Customer with a copy of such content for approval,such approval
not to be unreasonably withheld.
10.4. Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration
of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding
indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement.
10.5. Independent Contractor. Provider's relationship with Customer shall be that of an independent contractor, and nothing in this
Agreement shall be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship. Neither party will
have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of
the other party.
10.6. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable,the
remainder of this Agreement shall not be affected thereby,and each term and provision hereof shall be valid and enforced to the fullest extent
of the law.
10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof and supersedes all prior and contemporaneous verbal and written negotiations, agreements and
understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative
of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation,
such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. The failure of either party to enforce any provision of this Agreement,
unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this
Agreement.
10.8. Notice.All notices and consents required or permitted under this Agreement must be in writing;must be personally delivered or sent
by registered or certified mail(postage prepaid),by overnight courier or other nationally recognized carrier,or by facsimile(receipt confirmed),
in each case to Provider's address on the Statement of Work, Attn: Legal, and to Customer's Business Contact on the Statement of Work,
and will be effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other
party.
10.9. Counterparts. This Agreement may be executed in facsimile and in counterparts.
10.10. Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or
an entity that acquires all or substantially all of its business or assets,whether through merger, reorganization or otherwise. Any assignment
in violation of the foregoing shall be void and of no effect.
End of Exhibit B
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
EXHIBIT C
ACCEPTABLE USE POLICY
1. General Terms.
All Content is Customer's sole responsibility. Customer is solely responsible for the integrity and quality of the
Content. Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their
licensors or suppliers be responsible,for any loss,damage or liability arising out of any Content,including any mistakes
contained in the Content or the use or subject matter of the Content. Further, Customer is responsible for: (i) any
Notifications that are sent through its accounts(other than if caused by the Service itself or breaches by Provider); (ii)
all Fees accruing from the use of the Service through its account,whether by its Affiliates and its and their employees
and consultants;and(iii)all actions of its Affiliates, and its and their employees consultants, as if such actions had been
conducted by Customer.
1.1 Customer shall be responsible for procuring any necessary consents or having other legal basis to
contact Contacts with respect to the provision of any data transmitted through the Service.
1.2 Customer shall use any data it uploads into the Service in accordance with any and all restrictions
applicable to such data and all Applicable Laws.
1.3 Customer will use and permit its Users to use the Service in accordance with this Agreement and all
Applicable Laws, including the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal
Communications Commission("FCC")or Federal Trade Commission("FTC")rules or regulations and any and all other
Applicable Laws related to pre-recorded telephone and/or text messages and the use of automated dialing equipment.
1.4 Customer will include, at the beginning of each Notification, its official business or government name.
Customer will include, at the end of each Notification, a telephone number for Customer.
1.5 Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has
obtained such Contact's "opt-in" consent to receive, or Customer has other legal basis to send such Contact, pre-
recorded,telephone and text Notifications using automated dialing equipment.
1.6 Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from
receiving Notifications, including information on how to"opt-out"or unsubscribe.
1.7 Customer will not send Notifications to phone numbers that are emergency numbers and/or other
numbers that may not be called using automated dialing equipment under Applicable Law.
Customer's total Notifications to an individual Contact will not exceed an average of one (1) Notification per
day(via any contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed
this fair use, the parties will meet to discuss the reasons, review best practices and determine if an adjustment to
Customer's Service plan is necessary. Due to vendor requirements for ensuring Notifications sent by the Service are
not blacklisted, Customer shall adhere to this fair use policy.
1.8 Customer will not send any Content that it knows, or has reason to know: (i) infringes another's rights
in intellectual property; (ii) invades any privacy laws including without limitation another's right to privacy and/or any
privacy policies of Customer or any third-party; and/or(iii)justifies a complaint to the FCC and/or FTC.
1.9 Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any
unethical,deceptive or misleading practices in connection with the use of the Service; (ii)use the Service in connection
with any telemarketing, solicitations, donations, sales, spamming or any unsolicited messages (commercial or
otherwise); and/or (iii) provide Content to be transmitted in the Service which: (a) is defamatory, libelous, obscene,
pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal activities, gambling, alcoholic
beverages, guns or tobacco; and/or(c)contains or otherwise links to viruses, worms, cancelbots or any other harmful
code or computer programs designed to disrupt the functionality of any computer software or hardware or
telecommunications equipment.
1.10 Customer may send SMS Texts in text format only.
1.11 Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range
of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area,
factors beyond the control of the carrier may interfere with message delivery, including the Customer's equipment,
terrain,proximity to buildings,foliage,and weather.Customer acknowledges that urgent Notifications may not be timely
received and that the carrier does not guarantee that messages will be delivered.
1.12 Customer acknowledges that Provider may block Notifications (e.g., based on instructions from
Contacts, carriers, aggregators, government agencies, etc.).
1.13 Customer agrees to maintain all security regarding its (and its Users') account ID, password, and
connectivity with the Service. If Customer's account ID or password are stolen, or otherwise compromised Customer
is obligated to immediately change the password and inform Provider of the compromise.
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
Attachment 1—FOREIGN MESSAGE TRANSLATION
Please select languages.
Selected Language
r- Catalan (Catalan)
F- Chinese (Simplified, PRC)
!r- Chinese (Traditional, Hong Kong S.A.R.)
Chinese (Traditional,Taiwan)
Danish (Denmark)
r Dutch (Netherlands)
Finnish (Finland)
r French (Canada)
French (France)
po German (Germany)
j— Italian (Italy)
F Japanese (Japan)
Korean (Korea)
Norwegian, Bokmal (Norway)
T- Polish (Poland)
r- Portuguese (Brazil)
(— Portuguese (Portugal)
� Russian (Russia)
r Spanish
r Spanish (Mexico)
;r Spanish (Spain, International Sort)
r Swedish (Sweden)
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
SCHEDULED
PAYMENT SCHEDULE
OptionGSA Contract 9:G335F0253W Option A: Option 0:
Standard Licansa Unlimited Emergency usage
Software
Voice aterts Lased on option setected) 1,000,000'annual Unlimited emergency Unlimited
'rot'Dues are ded:xlE4ltW connE-Crey CV,-5 M d seca ld Ins emen.s voice minutes for calling d 70,000' emergency 8 nan-
emergency 5 non- annual voice minutes emergency calling
emergency calling rornod-emergency
calling
Unlimited WAS and emall alerts(Internal and prbllcconlacts) Included Included Included
-Unlimited social merea messaging Included Included Included
Unlimited CodeRED Mobile App messaging Included Included Included
UndmltedWeatherWaming(automatic.MYS-based,polygm-drlven) Included Included Included
11"AWS Origination Tool-Unlimited use for WEA,EAS,NIYEM,COG-taGOG,Public Included Included Included
Alerts feed
OnSolve standard Esrl-based mapping Included Included Included
Language trait ial on(up to three languages from available language MAI Included Included Included
Custom geocoder Included Included Included
Universal AN10 technology Included Included Included
Detailed job stallstIcs(retained mdeflnllely) Included Included Included
Unilmhed user accounts and pass codes with roe-based pennlsston setfngs Included Included Included
Unlimited Contact Gawps and Tags for Internal staftnofllratlori Included Included Included
Unitnfled pre-created scenarios and pretreated messages Included Included Included
Unllmded use or the CodeRED Launcher motile appacadon Included Included Included
Included Included Included
CodeRED system seHrp,ongoing operafon Included Included Included
Live 2V71365 cilentsupport team Included Included Included
Initial premlmum residential and business ra'ii.ng database supplied by OrrSolve Included Included Included
OnSDIVe ONE(Open Notdlcallon Express)Tilggers automated messaging from a variety Included Included Included
of sources such as flood gauges,CAD systems,tare systems,lemperalu a control
systems,and others.
Text to Enroll(mobile friendly opt-In) Included Included Included
Unllmlled Nve web-based tralling Included Included Included
Design and hosting of Community Nodes ion Enrollment(CNE)web-page Included Included Included
Managed data senaxes with Integration and ge"Wing of client-suppled data Included Included Included
CrISdi've prmOded res,yemlai and basness calllrg data that Includes 256,309 contact IrGilded Included Included
records.
Total Mnual Price(GSA pricing based on population of 874,188) 570,000.00 $80,000.001 95,000.00
COF%_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
«.
The following autl Ines OnSolve pricing for optional items available the City of Fort Worth,TX which will remain vat id for 180 days.
Software
Text To Keyword(up to three individual keywords) $6,000 annually
Additional languages for translation $100/Per language annually
Services
Optional on-site training(plus travel&expenses) $1 00 da
Professional services $ISO/hour
COF%_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
SCHEDULE E
MILESTONE ACCEPTANCE FORM
EXH RIT C
MILESTONE ACCEPT:'-NICE FOR-NI
5ereicas Daliv=d: N s\Olincutler.SothvivLsas-a-Scrv1.-c
A+Milutunc i Dali>cruhlc Rct:i4:
'.4k-11ulu;rT}r1ivcrabl4Ntiujr.; CtsdeRCDSeaSpcod::u
1.1 nit'I'et:ittg C:urtplr lium,Date:
ti9i]cstooc.D--IhvrRblc I ar.geL CoN;pletion Datc: 17,41uurr 2020
%filodnnei T),-IivetAhlc Arltn;l f,.ompielit>t_Dulc• ]-obmary ZU20
,Approval Dow:
(.anions(ifnccdcd):
Th.,t: eRF11 sniulion Neill h.availaar:unou exnrrtinn ni'lln:conu.,nl fur sRrai.l:.Tite C._tv wiL'grlj�
need to uldntify iLs user,provide Fm•1vaa to intcAret.,and szhedule trojohig to use tho service.
Appihved lby'b'eutl4t': Approvad by Cily M-parlmcnt Iliruclur:
i CliAtlilC: Si yillliIv;
Nnutt:d Nume; liriml Chnylta Prmcd Name:
Title R-gional Sacs Manager Title:
Dale: Uuc:
Tnr Director Ilse Only
Cnirmotoc Payment Amount:
Adjust--.was,_uc:udinu
penalties:
A;ipn-),.cd Papnent Amoun:_
111-0 U-CQU005lt Mist;NoLIIIcEd n System
3-of 9;
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE F
SIGNATURE VERIFICATION FORM
VERIFICATION OF SIGNATURE AUTHORITY
OnSolvr, LLC
7SO W.Granada Blvd.,C7mond Beach,FL 32174
Mass blotifrcation System
Exceution of this Signature Verification Form ("Form')hereby certifies that the following individuals
andlor positions have the authority to legally bind the Vendor and to execute any agreement,amendment or
change coder on behalf of Vendor-Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Company.The City is fully entitled to rely on the warranty and
representation set forth in this Form in entermginto any agreement or amendment with Vendor.Vendor wi.l I
submit an updated Form within ten(10)business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
I, Name:Amanda).Bowman
P4sil' n: s ' 6e •rp'
Sibs.r
2. Name.Ann Pickmm
Position_President
Signature
3, Name,. Stephanie Kingery
Position:C7hiefFinancial Officer
Signature
lti'urn.:
�nfl ar Pro. t?CF0
{jr()yi I aswla[tlStxretary
Date-member 20.2019 _
RFC 19-S]CCOD 5fi Mass Noti icalion Syslem
35 of 37
COF% ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE G
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing btroiness With local goleommentai enilty
rhla auemlerimaim re Nips Chdnxer nendr to the IM try H.B.2;Bfrh Log.,Regular Sankt, OFFICE USE CWHY
7h,s aue2timnaire is bWo filed l',eatorttent m*171 C I.1pam 176,Leci;Goverranem Uodo, a,N=wu:67
by a trceniol WF4 has a bw t1w.:ralu limahp as deirwd by Section.111;x-3l(1-0)wllh a local
go"mmonteJ onlity and VIC vandr.r rnaat;rarlu rcmar-m under Seelig:176.OX(ci,
Dy reN 11-rcr LIJA W9.ul nrnka triml Ixa fit-1 efit-the reciord5 mmint51raLxor IhO w wnviim-•tl
arrlily n-,!toter 1hRn the 7th businese day attar tha dale Iha vanrInt kmnarrAn,wisp of{Acts
[hat rarluirp rl•a walarnara to t.e lilemJ Svr 11133.13DUla-1 i,Lovil Gov;mmont Code.
A vendor commits an otronse It thy,vwmlm Anuwvigly vrrrlalec.Section 176.006, Losal
C:ea�or.^meet✓sea-.t n ark.-ew;tnrlar•h�FeUim i6 a Irir�eJmr_wf wt.
jJ mini oil vcndorWha has aouarnarrsrelauon&hro with local ytWernirmilibientity.
WA
ChUM Ihls box II y lilac quamiant-ilre,
(Thu Imw rop.lirc3 tear you mr. an uonal"ron•.p'-tt-J 4ureIiQn•irae with Iha appmprialo filing aUmorrly rot
larar tnan ane tlt•.174.1511eee dr.y allot Ute Jule m whch Vc i banwmo awara that trA 04010 illy mill gl.r_alivi-mire w
freampare ar inaeer.mla 1
Hama nr local govemrnmtolncet aboumhotn lha Infairnallimht thm sacllan Is Ming 01sGos^d.
NSA
Ngrna of 0111cer
Tire.e=lion({tern 2 itn_Iudi-ip:uhparrc A.It.t:, 8 bl mlat to o2rp1,1cdi for oath olffc:r vrith wham ilm. —hir Ise on
ervpoymN-d vi oUt_t La ak-L:roblinmhn as daEnad by Pummm, I tS.Crlli I-e?,_Cc:+J Govcmmcnt Cade. Mlifah addrlrarwl
Wuc.la Uhs Farm 013 az nac�naaary
A la the IOcel gcvem-mnl allicc,named in the scctfan rw-aivnd m Ibaly h;I mt-wo tar rb a ircomc.dater lhan immoslmirr..
Ireome.Irom the-ea,Aar',
Vee CD No
9 I.Ilw vender ro=nii-n rtr ika►y to r�-,arra 1111^111^Ir A~,offiv than n,a2 sim=rr.incarna,hem oral Ihw dr—t—of the ices
gorewntvnl 06.al nmred ii lhia xelinnRNII the lax:,hlp Irv!oTt!le no rl;elVed ban Ihn cc, 97., nctma amity
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