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Home My WebLink AboutContract 56563 CSC No.56563 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Gencore Candeo, LTD. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Cooperative Agency Contract with Pricelist; 3. Exhibit B — Quote #FTWTX91621A ;and 4. Exhibit C—Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of One hundred thousand Dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on June 25, 2022 to coincide with the Cooperative Purchase Agreement. City shall be able to renew this agreement for 10 one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Gencore Candeo, LTD. Attn: Valerie Washington, Assistant City 5800 Eagles Nest Manager Boulevard 200 Texas Street Tyler, TX Fort Worth, TX 76102-6314 Facsimile: N/A Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 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 the Agreement, it being understood that the 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 8, 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 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, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the 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 the 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 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 the Agreement, and refund all 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. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data")by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s)of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers,directors, employees and agents, harmless from and against any and all claims, suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City.Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: i CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington(Oct 27,202115:24 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract, including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Oct 27,2021 APPROVAL RECOMMENDED: By: Name: Alan Girton Title: Sr.IT Solutions Manager F' By: �� APPROVED AS TO FORM AND LEGALITY: E Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: % � j Name: Taylor Paris Title: Assistant City Attorney By: � '°^ CONTRACT AUTHORIZATION: Name: Ronald Gonzales p4of nur K�C: NIA Title: Acting City Secretary p Ooo 00000 �o d~o o 0 oo�� 'r VENDOR: �°o zA 00*0000000 o�cd 0 Gencore Can co, LTD. O�a�bnFXASa�p ] 1 By: am [INS RT NAME] &e 1 Title: [INSERT TITLE] Date: I D J�Z)j �L li 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX l Exhibit A AUTHORIZED INFORMATION TECHNOLOGY SCHEDULE PRICELIST GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES GenCore Candeo, Ltd. 5800 Eagles Nest Boulevard Tyler, TX 75703 (903) 787-7400 www.genesisworld.com September 30, 2020 MAS Consolidated Schedule 47QSMD20R0001 Contract Number: GS 35F—0475Y Period Covered by Contract: June 26, 2017 to June 26, 2022 1 General Services Administration Federal Acquisition Service Table of Contents Page(s) General Description of Commodity Offered 4 Information for Ordering Activities Applicable to all Special Item Numbers 5 SIN 511210 Term Software Licenses 12 SIN 54151 Maintenance of Software as a Service 12 SIN 611420 Training Courses 15 Products and Services Pricelist 16 USA Commitment to Promote Small Business Participation Procurement Programs 24 Blanket Purchase Agreement Federal Supply Schedule 25 Contractor Team Arrangements 26 List of Service and Distribution Points 27 List of Participating Dealers 27 2 GenCore Candeo, Ltd. takes the following exceptions to the terms and conditions of the contract: None. The following Item Numbers were proposed: ® SIN 511210—Perpetual Software Licenses ® SIN 54151—Term Maintenance of Software as a Service ® SIN 611420 -Training Classes The negotiated method for price escalation for the base period and option periods of the resulting contract will be based on EPA Mechanism 552.216-70: GenCore Candeo, Ltd. has requested that their economic price adjustments fall under this clause. GenCore Candeo, Ltd. understands and will comply with the requirements set forth in accordance with this clause. Our adjustments will not exceed 10%of the contract unit price in any 12- month period; and our prices will escalate between 5-10%of the annual escalation rate. The following chart reflects all agreed upon pricing,whether accepted as proposed or negotiated. The data also includes other proposed or negotiated discounts, e.g.volume discounts, prompt payment terms, etc. GenCore Candeo, Ltd. understands that the Industrial Funding Fee must be set aside for remittance to GSA on a quarterly basis. The basis of Award is State and Local Government (non-schedule sales). GenCore Candeo, Ltd. understands that should it deviate from the established pricing policies disclosed in this offer and disturb the discount relationship with the established Basis of Award, the terms of GSAM clause 552.238-75 PRICE REDUCTIONS apply. Any contractor travel required in the performance of this contract and orders placed hereunder must comply with the Joint Travel Regulations, as applicable, in effect on the dates)the travel is performed. Established Federal Government per diem rates will apply to all contractor travel. Contractors cannot use GSA city pair contracts. The contractor shall not add the Industrial Funding Fee onto travel costs. GenCore Candeo, Ltd. has an adequate and auditable recording system capable of sales tracking and submission of the IFF. Trade Agreements Act:The Trade Agreements Act is applicable. In accordance with FAR 52.225-5, all solicitations over the Trade Agreements Act threshold are subject to compliance with the Trade Agreements Act.Therefore, all offers submitted must be in compliance with this regulation.The production points are in compliance with the Trade Agreements Act and GenCore Candeo, Ltd. does not utilize any foreign end products, and,for services,the country in which the firm was established is in the U.S. or designated country(see FAR 25.402(a)(2)). Therefore, this firm complies the Trade Agreement Act. 3 GENERAL DESCRIPTION OF COMMODITY OFFERED GenCore Candeo, Ltd. Application Software Products are tools for system owners and individual agencies that provides diagnostic functionality for Motorola SmartZone/SmartNet, OmniLink, ASTRO25 and Dimetra systems by monitoring, archiving and reporting system data from the Control Channel over the air or the ATIA port over the wire. These are commercially available, 100% Microsoft Windows based software tools which run on an office-standard desktop PC or server. Each feature and module can be purchased separately or in some cases, as part of a package of features. The input modules handle all the logistics of sending the data out to other networked copies. The design chosen depends on network topology, call volume and mission critical nature. Additional software modules can: - Identify and eliminate duplicate cloned radios that are stealing airtime from a radio system - Provide system access to backup data files and be able to reload data in the event of a system crash - Solve the problem of software and hardware time synchronization through use of a windows service and configuration program - Display a geospacial overview of a trunking network with real-time radio system activity, site conditions such as triggered events and alarms - Provide a high-level view of a radio system - Filter and organize radio system data and send it to another system device - Add a remote console to the radio system as an operator - Filter radio system data stream and deliver this securely over the web to an end user agency - Provision, manage and bill end user agencies on the radio system - Provide an interface for MCC7500 users and implement these features into an integrated software and hardware for dispatcher effectiveness 4 INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS 1. GEOGRAPHIC SCOPE OF CONTRACT: Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. Overseas delivery is delivery to points outside of the 48 contiguous states, Alaska, Hawaii, Puerto Rico, and U.S. Territories. Offerors are requested to check one of the following boxes: [X] The Geographic Scope of Contract will be domestic and overseas delivery. 2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION: GenCore Candeo, Ltd. 5800 Eagles Nest Boulevard Tyler,TX 75703 Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: (903) 787-7400 When Authorized Dealers are allowed by the Contractor to bill ordering activities and accept payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized Dealer. 3. LIABILITY FOR INJURY OR DAMAGE The Contractor shall not be liable for any injury to ordering activity personnel or damage to order activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor. 4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: Block 9: G. Order/Modification Under Federal Schedule Contract Block 16: Data Universal Numbering System (DUNS) Number- 60-105-7045 Block 30: Type of Contractor- B B. Other Small Business Block 31: Woman-Owned Small Business - NO Block 37: Contractor's Taxpayer Identification Number(TIN)—75-2967447 Block 40: Veteran Owned Small Business (VOSB) - N/A 4a. CAGE Code: 1YSV5 4b. Contractor HAS registered with the Central Contractor Registration Database. 5 5. FOB DESTINATION The seller retains title and control of goods until they are delivered, and the contract of carriage has been completed. The seller selects the carrier and is responsible for the risk of transportation. The seller is responsible for filing claims for loss or damage. FOB Destination, Freight Prepaid &Add—The Seller pays the freight and adds the freight charges to its invoice to the buyer. Prices cover equipment delivery to destination,for any location within the geographic scope of this contract. 6. DELIVERY SCHEDULE a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order(ARO), as set forth below: ITEM NUMBER DELIVERY TIME (Days ARO) SIN 511210 10 Days-4 Days Expedited SIN 54151 10 Days-4 Days Expedited SIN 611420 20 Days—15 Days Expedited b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in 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 within 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 Payment: 0%-10 days from receipt of invoice. b. Quantity-Offered 0%discount C. Dollar Volume—0%discount d. Government Educational Institutions are not offered special discounts; they are offered the same discounts as all other Government customers. e. Other 8. TRADE AGREEMENTS ACT OF 1979,as amended: All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended. 9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING: The method of packing or shipping will depend on the product and the infrastructure in the country of destination. The necessary infrastructure to be is in place will be ensured prior to destination shipment. Goods will be packed to avoid unnecessary loss during shipment. 10. SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is$1,000. 11. MAXIMUM ORDER(All dollar amounts are exclusive of any discount for prompt payment.) 6 a. The Maximum Order value for the following is$500,000: SIN 511210-Term Software Licenses SIN 54151- Maintenance of Software as a Service b. The Maximum Order value for the following is$25,000: SIN 611420-Training Course 12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS: Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work. 13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS: ordering activities acquiring products from this Schedule will comply with the provisions of the Federal Standards Program, as appropriate(reference: NIST Federal Standards Index). Inquiries to determine whether specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED- STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor. 13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS(FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, 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 Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for 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) 487-4650. 13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication 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. Department of Commerce, National Institute of Standards and Technology(NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100, SW, Washington, DC 20407,telephone number(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 Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301) 975-2833. 7 14. CONTRACTOR TASKS/SPECIAL REQUIREMENTS(C-FSS-370)(NOV 2003) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges. (c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/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. (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) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency's order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order. (i) Government-Furnished Property: As specified by the agency's order, the Government may provide property, equipment, materials or resources as necessary. (j) 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 under the contract or any option year. The Government's obligation on orders placed under this contract is contingent upon the availability of appropriated funds 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 laws (usually assessed a time and a half of the labor rate). 15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the 8 GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (1)Termination for the ordering activity's convenience, and (m)Termination for Cause (See 52.212-4) 16. PURCHASE OF OPEN MARKET ITEMS: NOTE: Open Market 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 purchases. Ordering Activities procuring open market items must follow FAR 8.402(f). For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items--to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if- (1) All 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 programs (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 items are clearly 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. 17. CONTRACTOR COMMITMENTS,WARRANTIES AND REPRESENTATIONS: a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract: (1) Time of delivery/installation quotations for individual orders; (2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/service/software 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 literature, description, drawings and/or specifications furnished by the Contractor. b. The above is not intended to encompass items not currently covered by the GSA Schedule contract. 18. OVERSEAS ACTIVITIES: The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: No restrictions. Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract. 9 19. BLANKET PURCHASE AGREEMENTS(BPAs): The use of BPAs under any 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 BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s). 20. CONTRACTOR TEAM ARRANGEMENTS: Contractors participating in contractor team arrangements will 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) must report sales and remit the IFF for all products and services provided under its individual contract. 21. INSTALLATION, DEINSTALLATION, REINSTALLATION: 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 Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services. 22. SECTION 508 COMPLIANCE: If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology(EIT) at the following: www.genesisworld.com. 23. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES: Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf 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 whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern. 24. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. 10 (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing 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 laws 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 on a Government installation and shall 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 INTEROPERABILITY: Extensible Markup Language (XML) embodies the potential to alleviate many of the interoperability problems associated with the sharing of documents and data. Realizing the potential requires cooperation not only within but also across organizations. Our purpose is to facilitate the efficient and effective use of XML through cooperative efforts among government agencies, including partnerships with commercial and industrial organizations. CAP standards will be used in future product releases. Both XML and CAP standards are part of the Oasis-Open organization. 26. ADVANCE PAYMENTS: A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES(SIN 511210), AND TERM MAINTENANCE AS A SERVICE(SIN 54151)OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have 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. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract, the Contractor's standard commercial guarantee/warranty as stated in the contract's commercial pricelist will apply to this contract. • Software — One year after Installation 11 b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. C. Limitation of Liability. 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 items. 3. TECHNICAL SERVICES The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (877) 648-0465 in the Central Time Zone for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 AM to 5:00 PM, CST. 4. SOFTWARE TERM MAINTENANCE a. Software maintenance as it is defined: (select software maintenance type) X 1. Software as a Product Item SIN 511210- Perpetual Software as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user's self-diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase. X 2. Software Maintenance as a Service Item SIN 54151-Term Software maintenance as a service creates, designs, implements, and/or 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-person 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. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324. b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 5. PERIODS OF PERPETUAL/TERM LICENSES SIN 511210 AND MAINTENANCE SIN 54151 a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty(30) calendar days written notice to the Contractor. 12 C. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance 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 and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance 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 excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal yea rs. e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. 6. UTILIZATION LIMITATIONS-(SIN 511210) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity, commercial 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 may be 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 not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied using the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise,to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, 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 the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use 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 13 of the software to another site for purposes of benchmarking new hardware and/or 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 Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 7. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor will 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 documentation which are offered. TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SIN 611420) 1. SCOPE a. The Contractor will provide training courses normally available to commercial customers,which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor will provide training at the Contractor's facility and/or at the ordering activity's location, as agreed to by the Contractor and the ordering activity. 2. ORDER Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course. 3. TIME OF DELIVERY The Contractor will conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity. 4. CANCELLATION AND RESCHEDULING a. The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class. b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above,the ordering activity will be liable for the contracted dollar amount of the training 14 course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety(90) days from the original course date, at no additional charge. C. The ordering activity reserves the right to substitute one student for another up to the first day of class. d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity,the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date. 5. FOLLOW-UP SUPPORT The Contractor agrees to provide each student with unlimited telephone support or online support for a period of one (1)year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions. 6. PRICE FOR TRAINING The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement, or the ordering activity price in effect at the time the training course is conducted, whichever is less. 7. INVOICES AND PAYMENT Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 8. FORMAT AND CONTENT OF TRAINING a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class. b. For hands-on training courses,there must be a one-to-one assignment of IT equipment to students when applicable. C. The Contractor shall provide each student with a Certificate of Training at the completion of each training course. d. The Contractor shall provide the following information for each training course offered: (1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training); (2) The length of the course; (3) Mandatory and desirable prerequisites for student enrollment; (4) The minimum and maximum number of students per class; (5) The locations where the course is offered; (6) Class schedules; and (7) Price (per student, per class (if applicable)). 15 e. For those courses conducted at the ordering activity's location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges. f. For Online Training Courses, a copy of all training material must be available for electronic download by the students. All Products proposed are produced by GenCore Candeo, Ltd. All Services proposed are performed by GenCore Candeo, Ltd. personnel. OFFERED PRODUCTS AND SERVICES PRICELIST Pricing for GenWatch3 Software—SIN 511210—PERPETUAL LICENSE Description Part# MSRP/MLP GSA Price of Origin GenCore Candeo,Ltd. TT2264 GenWatch3-OTA Network $14,300 $10,806.04 USA One year Management Software Base Bundle GenCore Candeo,Ltd. GW3-H- Host or Stand Alone $1,000 $755.67 USA One year CORE- Control Channel CORE—OTA INSTALL Network Management Software Base Bundle GenCore Candeo,Ltd. TT2265 GenWatch3 Add On for OTA N/C N/C USA One year GenCore Candeo,Ltd. TT05407AA 3600 Baud Control Channel N/C N/C USA One year Option GenCore Candeo,Ltd. TT05408AA P25 Control Channel Option $4,000 $3,022.67 USA One year GenCore Candeo,Ltd. TT05154AA Additional Simultaneous Site $2,200 $1,662.47 USA One year Monitor(3600 or P25) GenCore Candeo,Ltd. TT05155AA Affiliation/Deaffiliation Display $1,100 $831.23 USA One year GenCore Candeo,Ltd. TT05234AA- Reports UPGRADE from Limited $4,180 $3,158.69 USA One year UP to Full GenCore Candeo,Ltd. TT05217AA Trigger Monitor $1,870 $1,413.10 USA One year GenCore Candeo,Ltd. TT05160AA SysVista $1,650 $1,246.85 USA One year GenCore Candeo,Ltd. TT05411AA Activity by Talkgroup with $500 $377.83 USA One year Emergencies—LIMIT 9 TGs GenCore Candeo,Ltd. TT05410AA Activity by Talkgroup with $2,500 $1,889.17 USA One year Emergencies—NO LIMIT 16 GenCore Candeo,Ltd. TT05235AA Archiving UPGRADE from 2 $5,000 $3,778.34 USA One year months to 12 Months GenCore Candeo,Ltd. TT3580A GenSPOut $4,950 $3,740.55 USA One year GenCore Candeo,Ltd. TT06067AA GenSPOut-Additional $1,100 $831.23 USA One year Connections GenCore Candeo,Ltd. TT05216AA SAM (Subscriber Access Manager $5,500 $4,156.17 USA One year -CloneWatch)for OTA Systems GenCore Candeo,Ltd. TT05721AA Advanced Power Monitor $2,750 $2,078.09 USA One year Module GenCore Candeo,Ltd. TT05722AA Advanced Power Monitor $220 $166.25 USA One year Module-Additional Connections GenCore Candeo,Ltd. GW3-RCM- RCM-CADI (includes Technical $19,250 $14,546.60 USA One year CADI Consulting) GenCore Candeo,Ltd. GW3-ADD- RCM-Add CADI Port $2,750 $2,078.09 USA One year CADI GenCore Candeo,Ltd. TT05409AA Simultaneous Client Connection $4,500 $3,400.50 USA One year to GW3 Host Computer Pricing for GEnSAC and GenGET Software—SIN 511210- PERPETUAL LICENSE DescriptionPart# MISRP/MLP GSA Price • GenCore Candeo,Ltd. L3631 GEnSAC-8-Software Bundle $10,300 $7,783.38 USA One year GenCore Candeo,Ltd. L3622 GEnSAC-16-Software Bundle $12,200 $9,219.14 USA One year GenCore Candeo,Ltd. L3623 GEnSAC-32-Software Bundle $15,400 $11,637.28 USA One year DescriptionPart# MISRP/MILP GSA Price • GenCore Candeo,Ltd. TT2234A GenWatch3-ATIA Network $42,900 $32,418.14 USA One year Management Software ASTRO 25 Systems-Base Bundle GenCore Candeo,Ltd. GG-WARE- GG Data Install $1,500 $1,133.50 USA One year INSTALL GenCore Candeo,Ltd. TT2266 GenWatch3 Add On for ASTRO N/C N/C USA One year GenCore Candeo,Ltd. TT05394AA GenWatch3-ATIA for $21,450 $16,209.07 USA One year Additional Zones or DSR 17 GenCore Candeo,Ltd. TT06065AA Data Warehouse $13,200 $9,974.81 USA One year GenCore Candeo,Ltd. TT06063AA CMAF-Centralized Manager $5,500 $4,156.17 USA One year for Agency Filters GenCore Candeo,Ltd. TT06064AA CMAF Additional Filters $1,650 $1,246.85 USA One year GenCore Candeo,Ltd. TT05704AA ATIA Forwarder $5,500 $4,156.17 USA One year GenCore Candeo,Ltd. TT05705AA ATIA Forwarder for Additional $2,750 $2,078.09 USA One year Zones GenCore Candeo,Ltd. TT05417AA Additional Client License $5,000 $3,778.34 USA One year Bundle GenCore Candeo,Ltd. TT05415AA SAM (Subscriber Access $10,450 $7,896.73 USA One year Manager GenCore Candeo,Ltd. L3580A GenSPOut $4,950 $3,740.56 USA One year GenCore Candeo,Ltd. TT06068AA GenSPOut-Additional $1,100 $831.23 USA One year Connections GenCore Candeo,Ltd. TT05679AA iVista Web-based Agency $11,550 $8,727.96 USA One year Reporting Tool-Administrator Package with 1 Agency Filter GenCore Candeo,Ltd. TT05680AA iVista Web-based Agency $3,850 $2,909.32 USA One year Reporting Tool-Additional Agency Filters GenCore Candeo,Ltd. TT05628AA Gen Watch Data-IV&D $6,600 $4,987.41 USA One year Archiving and Reporting GenCore Candeo,Ltd. TT06455AA Gen Watch Data-IV&D $3,300 $2,493.70 USA One year Archiving and Reporting— Additional Zone or DSR GenCore Candeo,Ltd. TT05757AA Gen Watch Data-Enhanced $6,600 $4,987.41 USA One year Data GenCore Candeo,Ltd. TT06456AA Gen Watch Data-Enhanced $3,300 $2,493.70 USA One year Data—Additional Zones GenCore Candeo,Ltd. TT05630AA UEM Data Archiving,Reports, $27,500 $20,780.86 USA One year Live Display and Notifications GenCore Candeo,Ltd. TT05678AA UEM Data Archiving,Reports, $13,750 $10,390.43 USA One year Live Display and Notifications- Additional UEM GenCore Candeo.Ltd. TT05629AA.IV IMW GPS Integrations w/iVista $38,000 $28,715.37 USA One year GenCore Candeo.Ltd. TT056090AA.IVC IMW GPS Integrations w/iVista $19,000 $14,357.68 USA One year —Additional Connections 18 GenCore Candeo,Ltd. TT05878AA Genesis Interface to the ASTRO $26,950 $20,365.24 USA One year 25-CADI GenCore Candeo,Ltd. TT05879AA Genesis Interface to the ASTRO $3,850 $2,909.32 USA One year 25-CADI-Additional CADI Connections GenCore Candeo,Ltd. TT05721AA Advanced Power Monitor $2,750 $2,078.09 USA One year Module GenCore Candeo,Ltd. TT05722AA Advanced Power Monitor $220 $166.25 USA One year Module-Additional Connections GenCore Candeo,Ltd. TT05697AA Genesis Provisioning Portal for $44,000 $33,249.37 USA One year ASTRO°25 GenCore Candeo,Ltd. TT05880AA Genesis Interoperability $33,000 $24,937.03 USA One year Information Broker Pricing for GADI Software—SIN 511210- PERPETUAL LICENSE Description Part# MSRP/MLP GSA Price Origin GenCore Candeo,Ltd. TT2905A GADI Server License $6,000 $4,534.00 USA One year GenCore Candeo,Ltd. TT06091AA GADI Server License(Hot $6,000 $4,534.00 USA One year Standby) GenCore Candeo,Ltd. TT3196 GADI Add On N/C N/C USA One year GenCore Candeo,Ltd. TT06092AA GADI-Emergency Display- $5,000 $3,778.34 USA One year Feature License GenCore Candeo,Ltd. TT06093AA GADI-Emergency Display- $300 $226.70 USA One year Client License GenCore Candeo,Ltd. TT06094AA GADI-Emergency Tone $2,500 $1,889.17 USA One year Management-Feature License GenCore Candeo,Ltd. TT06095AA GADI-Emergency Tone $100 $75.57 USA One year Management-Client License GenCore Candeo,Ltd. TT06096AA GADI-Emergency Volume $2,500 $1,889.17 USA One year Management-Feature License GenCore Candeo,Ltd. TT06097AA GADI-Emergency Volume $100 $75.57 USA One year Management-Client License GenCore Candeo,Ltd. TT06098AA GADI-Unattended Emergency $7,500 $5,667.51 USA One year -Feature License 19 GenCore Candeo,Ltd. TT06099AA GADI-Unattended Emergency $300 $226.70 USA One year -Client License GenCore Candeo,Ltd. TT06100AA GADI-Patch-Feature License $5,000 $3,778.34 USA One year GenCore Candeo,Ltd. TT06101AA GADI-Patch-Client License $300 $226.70 USA One year GenCore Candeo,Ltd. TT06102AA GADI-Centralized Patching- $25,000 $18,891.68 USA One year Feature License GenCore Candeo,Ltd. TT06103AA GADI-Centralized Patching- $1,500 $1,133.50 USA One year Client License GenCore Candeo,Ltd. TT06104AA GADI-Multiselect-Feature $5,000 $3,778.34 USA One year License GenCore Candeo,Ltd. TT06105AA GADI-Multiselect-Client $200 $151.13 USA One year License GenCore Candeo,Ltd. TT06106AA GADI-Radio Activity-Feature $5,000 $3,778.34 USA One year License GenCore Candeo,Ltd. TT06107AA GADI-Radio Activity-Client $300 $226.70 USA One year License GenCore Candeo,Ltd. TT06108AA GADI-Filtered Activity List- $5,000 $3,778.34 USA One year Feature License GenCore Candeo,Ltd. TT06109AA GADI-Filtered Activity List- $300 $226.70 USA One year Client License GenCore Candeo,Ltd. TT06110AA GADI-Radio Status Indicators- $2,500 $1,889.17 USA One year Feature License GenCore Candeo,Ltd. TT06111AA GADI-Radio Status Indicators- $200 $151.13 USA One year Client License GenCore Candeo,Ltd. TT06112AA GADI-Coordinated Call Alert- $15,000 $11,335.01 USA One year Feature License GenCore Candeo,Ltd. TT06113AA GADI-Coordinated Call Alert- $500 $377.84 USA One year Client License GenCore Candeo,Ltd. TT06116AA GADI-Footpedal Software $5,000 $3,778.34 USA One year Module-Feature License GenCore Candeo,Ltd. TT06117AA GADI-Footpedal Software $200 $151.13 USA One year Module-Client License GenCore Candeo,Ltd. TT06114AA GADI-Configurable Input $7,500 $5,667.51 USA One year Device—Feature License GenCore Candeo,Ltd. TT06115AA GADI-Configurable Input $300 $226.70 USA One year Device—Client License 20 GenCore Candeo,Ltd. TT06262AA GADI—Trigger—Feature $7,500 $5,667.51 USA One year License GenCore Candeo,Ltd. TT06263AA GADI—Trigger—Client License $300 $226.70 USA One year GenCore Candeo,Ltd. TT06264AA GADI Active Patch—Feature $5,000 $3,778.34 USA One year License GenCore Candeo,Ltd. TT06265AA GADI Active Patch—Client $200 $151.13 USA One year License GenCore Candeo,Ltd. TT06321AA GADI—Radio Ambush— $5,000 $3,778.34 USA One year Feature License GenCore Candeo,Ltd. TT06322AA GADI—Radio Ambush—Client $200 $151.13 USA One year License GenCore Candeo,Ltd. GADI- GADI-Radio Finder Feature $2,500 $1,889.17 USA One year Feature.Find License GenCore Candeo,Ltd. GADI-Client.Find GADI-Radio Finder Client $150 $113.35 USA One year License GenCore Candeo,Ltd. GADI- GADI-Auxio Feature License $2,500 $1,889.17 USA One year Feature.Auxio GenCore Candeo,Ltd. GADI- GADI-Auxio Client License $120 $90.68 USA One year Client.Auxio GenCore Candeo,Ltd. TT06326AA GADI-IRR Module Feature $7,500 $5,667.51 USA One year License GenCore Candeo,Ltd. TT06327AA GADI-IRR Module Client $500 $377.83 USA One year License GenCore Candeo,Ltd. GADI.Feature.0 GADI—Custom User Interface $7,500 $5,667.51 USA One year Ulnterface Feature License GenCore Candeo,Ltd. GADI.Client.CUI GADI—Custom User Interface $300 $226.70 USA One year nterface Client License Pricing for Operations Bridge Software—SIN 511210- PERPETUAL LICENSE MFR Product Description Retail Price Proposed Country Warranty MSRP/MLP GSA Price of Origin GenCore Candeo,Ltd. KAL-IOBFZCS Kalibre Insight Operations $8,190.00 $ 6,188.92 USA One year Bridge for ASTR025-First Core Site GenCore Candeo,Ltd. KAL-IOBAZCS Kalibre Insight Operations $4,641.00 $ 3,507.05 USA One year Bridge for ASTR025- Additional Core Site 21 GenCore Candeo,Ltd. KAL-IOBESRFC Kalibre Insight Operations $910.00 $ 687.66 USA One year Bridge for ASTRO25-Small RF Site(100+sites) GenCore Candeo,Ltd. KAL-IOBELRFC Kalibre Insight Operations $1,456.00 $ 1,100.25 USA One year Bridge for ASTRO25-Large RF Site(100+sites) GenCore Candeo,Ltd. KAL-IOBSCS Kalibre Insight Operations $728.00 $ 550.13 USA One year Bridge for ASTRO25-Small Console Site(up to 6 consoles) GenCore Candeo,Ltd. KAL-IOBMCS Kalibre Insight Operations $2,548.00 $ 1,925.44 USA One year Bridge for ASTRO25-Medium Console Site(6 to 20 consoles) GenCore Candeo,Ltd. KAL-IOBLCS Kalibre Insight Operations $5,551.00 $ 4,194.71 USA One year Bridge for ASTRO25-Large Console Site(20+consoles) GenCore Candeo,Ltd. KAL-IOBHA Kalibre Insight Operations $30,030.00 $22,692.70 USA One year Bridge-High Availability Deployment GenCore Candeo,Ltd. KAL-IOBSMV Kalibre Insight Operations $3,458.00 $ 2,613.10 USA One year Bridge-Server Monitoring(5 server bundle) GenCore Candeo,Ltd. KAL-IOBDML Kalibre Insight Operations $1,820.00 $ 1,375.31 USA One year Bridge-Device Monitoring(50 device bundle) GenCore Candeo,Ltd KAL-IOBESRFI Kalibre Insight Operations $1,547.00 $ 1,169.02 USA One year Bridge for ASTRO25-Small RF Site(up to 10 channels)1-49 sites GenCore Candeo,Ltd KAL-IOBEMRFI Kalibre Insight Operations $1,820.00 $ 1,375.31 USA One year Bridge for ASTRO25-Medium RF Site(10-20 channels)1-49 sites GenCore Candeo,Ltd KAL-IOBELRFI Kalibre Insight Operations $2,093.00 $ 1,581.61 USA One year Bridge for ASTRO25-Large RF Site(upto 10 channels)1-49 sites GenCore Candeo,Ltd KAL-IOBESRFL Kalibre Insight Operations $1,092.00 $ 825.19 USA One year Bridge for ASTRO25-Small RF Site(up to 10 channels)50-99 sites GenCore Candeo,Ltd KAL-IOBEMRFL Kalibre Insight Operations $1,365.00 $ 1,031.49 USA One year Bridge for ASTRO25-Medium 22 RF Site(10-20 channels)50-99 sites GenCore Candeo,Ltd KAL-IOBELRFL Kalibre Insight Operations $1,547.00 $ 1,169.02 USA One year Bridge for ASTR025-Large RF Site(20+channels)50-99 sites GenCore Candeo,Ltd KAL-IOBEMRFC Operations Management Pack $1,183.00 $ 893.95 USA One year for Medium RF with 100+sites GenCore Candeo,Ltd. F5-BIG-VE-BT- BIG-IP Virtual Edition Bundle $12,759.50 $9,641.94 USA One year 25M-V16 25 Mbps(v11.6.x-v16.x) Pricing for Training—SIN 611420 Manufacturer /County Origin GenCore GenWatch3 3 Days System 5-20 At customer Per customer $7957.24 Candeo,Ltd. (Hands-on Administrator location requirements USA Training) experience GenCore GADI 1 Day Dispatch Supervisor Train the trainer At customer Per customer $3583.19 Candeo,Ltd. (Hands-on (1-3 experience location requirements USA Training) Days) GenCore Ops Bridge 1 Day System 2-10 At customer Per customer $3879.29 Candeo,Ltd. (Hands-on (1-30 Administrator location requirements USA Training) Days) experience FORMAT AND CONTENT OF TRAINING Classes are all hands-on training with a one-to-one assignment of GenCore Candeo hardware equipment to students when applicable. The hardware equipment is manufactured in the USA. Each student is provided with a Certificate of Training at the completion of each training course. The course descriptions and prerequisites are as follows: GenWatch3 Description: This course shows system administrators how to initially configure, monitor, manage and report on all system wide and inter-agency radio system voice and data. Hands-on training with GenWatch3 provides an integrated tool to display real-time activity, send critical notifications and archive data for forensic reporting and analysis. Day 1 —GenWatch3 system installation and configuration with user codes, roles and privileges. Module(s)training to include: Activity, Affiliation, Alias, Channel, SAM, Group, KPI, Security, System Summary, SysLog, SkyView and Trigger. Day 2—iVista Dashboard and live data and report creation with SQL Database connection and queries using reporting option parameters including date, time, site, zones, radio IDs, talkgroups and systems. In addition, any GenWatch3 enhancements are discussed such as 23 Data, Enhanced Data,ATIA Forwarder, Data Warehouse, GenSPOut, IMW, UEM, CADI, GenlIB and PMI. Prerequisites: System Administrator experience including knowledge and management of interoperable voice radio communications system. Experience of have knowledge of public safety procedures and techniques; budgeting; FCC rules and regulation pertaining to radio station license requirement in Part 90-Public Safety. Requires an Associate degree in computer science, business, or related field with five years of experience in radio communications or information technology; or a Bachelor's degree in computer science, public administration, business or related field with two-years' experience in radio communications or information technology. GADI Description: GADI is a time and labor-saving hardware and software integration solution for MCC 7500 Dispatch Console users This hands-on training course demonstrates how dispatchers can improve efficiency with the MCC7500 console by using custom hardware and software which provides detailed information about every affiliation, call, unmonitored emergency notifications and more. All the console activity from the zone controller ATIA is combined with the information from the MCC 7500 and displayed for students to analyze and perform what-if scenarios. Days 1 -3 GADI hardware installation and configuration with user codes, roles and privileges will be completed. The functions of GADI are via the SideCore Client window are discussed including: Patches/Multi-Select, ID Entry, Emergencies and Notifications in addition General and Instant Transmit, Activity Logs, Private Call,Triggers, Radio Status Indicators and Alert Tones. Any additional hardware or console components are configured and discussed such as customized input devices or footpedals. Prerequisites: Dispatch Supervisor experiences include monitoring dispatch workers and their calls regarding emergency situations to ensure the correct number of police, fire or other emergency vehicles and personnel are sent to the scene. In addition, experience in training and scheduling dispatchers to stay motivated and remain calm in distressing situations. Dispatch supervisors must be experienced communicators and have strong problem-solving and technological abilities. Operations Bridge Description: The solution will provide consolidated fault monitoring for the components of an ASTRO Radio System, including microwave backhaul systems, voice logging system, environmental monitoring systems, data component services and IP networks. The Operations Bridge system will provide comprehensive event management functionality including event suppression and de-duplication, event correlation, real-time service impact modelling, geographical views and notification capabilities. The course(s) are all offered and held at the customer's location due to the radio system equipment and infrastructure being present and the number of students attending each class. Because of this there are no regular class sessions as tailored courses take place after equipment is ordered and shipped. USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS PREAMBLE 24 GenCore Candeo, Ltd. 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. COMMITMENT -To actively seek and partner with small businesses. -To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical. -To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns. -To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company. -To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses. -To attend business opportunity workshops, minority business enterprise seminars, 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. -We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. -To accelerate potential opportunities please contact Lee Lupton, Director of Business Development(903) 7887- 7422 Office and (903) 787-7460 Fax. Email lee.Iupton@genesisworld.com. BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE (Insert Customer Name) In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources;the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6. This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The result is to create a purchasing mechanism for the ordering activity that works better and costs less. Signatures 25 Ordering Activity Date Contractor Date BPA NUMBER (CUSTOMER NAME) BLANKET PURCHASE AGREEMENT Pursuant to GSA Federal Supply Schedule Contract Number(s) Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement(BPA) EXCLUSIVELY WITH (ordering activity): (1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below: MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE (2) Delivery: DESTINATION DELIVERY SCHEDULES/ DATES (3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be (4) This BPA does not obligate any funds. (5) This BPA expires on or at the end of the contract period,whichever is earlier. (6) The following office(s) is hereby authorized to place orders under this BPA: OFFICE POINT OF CONTACT (7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper. (8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; 26 (b) Contract Number; (c) BPA Number; (d) Model Number or National Stock Number(NSN); (e) Purchase Order Number; (f) Date of Purchase; (g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and (h) Date of Shipment. (9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence. CONTRACTOR TEAM ARRANGEMENTS Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6)to provide solutions when responding to an ordering activity requirement. These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts. Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract. Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors. Customers should refer to FAR 9.6 for specific details on Team Arrangements. Here is a general outline on how it works: • The customer identifies their requirements. • Federal Supply Schedule Contractors may individually meet the customer's needs, or- • Federal Supply Schedule Contractors may individually submit a Schedules "Team Solution"to meet the customer's requirement. • Customers make a best value selection. LIST OF SERVICE AND DISTRIBUTION POINTS Service and Distribution Points for Hardware and Software are included below in the list of participating dealers and at the corporate office for the United States and Canada customers. The corporate office address is: GenCore Candeo, Ltd. 27 5800 Eagles Nest Boulevard Tyler,TX 75703 LIST OF PARTICIPATING DEALERS EUROPE, MIDDLE EAST AND AFRICA Dawid Henderson-Begg EMEA OPERATIONS Albany Chambers 26 Bridge Road East Welwyn Garden City AL7 1HL, England Phone: +44 203 056 4380 Email -emeaenguiries@genesisworld.com Identified Items for Dealer sale: Y_SIN 511210 Term Software License-SUBJECT TO COOPERATIVE PURCHASING Y SIN 54151 Maintenance of Software as a Service-SUBJECT TO COOPERATIVE PURCHASING Y_SIN 611420 Training Courses -SUBJECT TO COOPERATIVE PURCHASING ASIA,AUSTRALIA AND THE PACIFIC Sean Newman Mark Tatum KALIBRE, KALIBRE PTY, LTD. Level 3,480 Collins Street Melbourne VIC 3000 Australia Phone: +61 401 733 563 Email -sales@kalibre.com.au Identified Items for Dealer sale: Y_SIN 511210 Term Software License-SUBJECT TO COOPERATIVE PURCHASING Y SIN 54151 Maintenance of Software as a Service-SUBJECT TO COOPERATIVE PURCHASING Y_SIN 611420 Training Courses -SUBJECTTO COOPERATIVE PURCHASING MEXICO Ragnar TriIlo Edgar Fajardo SERVITRON— LATIN AMERICA S.A. de C.V.Av. Revolucion #639 4th piso Col. San Pedro de los Pinos. C.P. 03800 Mexico, D.F. Phone: (5255) 5615-9200 Email -clientes@servitron.net Identified Items for Dealer sale: 28 Y_SIN 511210 Term Software License-SUBJECT TO COOPERATIVE PURCHASING Y SIN 54151 Maintenance of Software as a Service-SUBJECT TO COOPERATIVE PURCHASING Y_SIN 611420 Training Courses -SUBJECT TO COOPERATIVE PURCHASING 29 Exhibit B QUOTATION Gonesilf) Questions? Essential Service Agreement Kelley.Clarida@genesisworld.com UUUTF # - FTWY .4101 A End User: Fort Worth,TX client #0291 Quoted To: End User Attn: Anabelle Pannell Quotation date: 9/16/2021 Valid Through: 12/15/2021 Dates Covered: 12/1/2021-11/30/2022 Term Length: 1-Year SUMMARY-Essential Service Agreement includes telephone and remote support,system analysis,software updates and upgrades from 8:00 am- 5:00 pm CST Mon.-Fri.System down emergencies are supported 24/7.On-site work,training,and hardware are excluded but can be quoted upon request. GSA Eligible Items: Qty Per Year Extended 1 GW3-ATIA for single zone 1 $8,003.00 $8,003.00 Includes CloneWatch/SAM 2 GSA Discount (Contract:MAS Consolidated Schedule 47QSMD20R0001) 1 ($2,000.75) -$2,000.75 Total - $6,002.25 Purchase Instructions: 1 PRICES:All prices are expressed in U.S.Dollars and are payable in U.S.Dollars. Please make all checks and wire transfers Payable to GenCore Candeo,Ltd.Contact Genesis for Bank Wire Transfer Instructions. 2 TAXES:The above quoted price does not include any applicable state or local taxes.If applicable,they will be calculated at the time of purchase and reflected on your invoice. 3 PAYMENT TERMS:Submit Purchase Order to:Orders@genesisworld.com Net 30 days. Please remit payment to: GenCore Candeo,Ltd.,5800 Eagles Nest Blvd.,Tyler,Texas 75703 4 SUPPORT:Full list of provisions for the Genesis Essential Service Agreement are available upon request. **I hereby agree to the above stated prices,terms and conditions set forth by The Genesis Group.** Printed Name Title Customer Signature(not required if issuing a Purchase Order) Date The Genesis Group(GenCore Candeo,Ltd.) 5800 Eagles Nest Blvd.,Tyler,TX 75703--903.787.7400--https://genesisworld.com/ Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Gencore Candeo,LTD 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. s ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015