Loading...
HomeMy WebLinkAboutContract 58035 FORT WORTH CSC No. 58035 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between Icom America Inc. ("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 — General Services Administration (GSA) Schedule 47QTCA21DOOAN Pricing Index; 3. Exhibit B—General Services Administration (GSA) Schedule 47QTCA2I DOOAN; 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 pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00).Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. 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 shall be effective beginning on the date signed by the Assistant City Manager below("Effective Date")and ending on June 2,2023.City shall be able to renew this agreement for three (3) one-year 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 Cooperative Purchase CITY SECRETARY Page 1 of 22 FT.WORTH, TX To CITY: To VENDOR: City of Fort Worth Icom America, Inc. Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 12421 Willows Rd. NE 200 Texas Street Kirkland, WA 98034-8751 Fort Worth, TX 76102-6314 Facsimile: 425.454.1509 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office With copy to IA Contract Administration and at same address emailed to: salescontracts@icomamerica.com 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, 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. Cooperative Purchase Page 2 of 22 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and 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. 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 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. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's Cooperative Purchase Page 3 of 22 signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1)does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 4 of 22 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: CONTRACT COMPLIANCE MANAGER: yd'o,,k By signing I acknowledge that I am the person By. Valerie,Washington(Aug 29,202212:40CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Aug 29, 2022 APPROVAL RECOMMENDED: By: Lawrence Crockett(Aug 26,202210:15 CDT) Name: Lawrence Crockett Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director ATTEST: PA,� °° By: s9=v Name: Taylor Paris °ode °° o��;° Title: Assistant City Attorney 7GLfZ�Z�2'S. �O'OY/� an4 nEXA`Joo�p By. JannetteS.Goodall(Aug29,202214:35CDT) CONTRACT AUTHORIZATION• Name: Jannette Goodall M&C: N/A Title: City Secretary VENDOR: Icom America,Inc. By: • N me: Jim Backeland Title: President Date: August 23, 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 22 Exhibit A Icom America,Inc. General Services Administration Schedule 47QTCA21DOOSN Pricing Index httys://www.2saadvanta2e.2ov/ref text/47OTCA2IDOOAN/0WFJ8K.3S5W7B 47OTCA21DOOA N 47QTCA2IDOOAN2021.PDF Sample below: os Cooperative Purchase Page 6 of 22 Exhibit B Icom America,Inc. General Services Administration Schedule 47QTCA21DOOAN httys://www.2saelibrary.2sa.2ov/ElibMain/contractorInfo.do?contractNumber=47OTCA21D00 AN&contractorName=ICOM+AMERICA%2C+INCORPORATED&executeOuerv=YES Cooperative Purchase Page 7 of 22 ICOM' Contract Holder GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST MULTIPLE AWARD SCHEDULE FSC MAS GROUP Special Item Number 133411 1 Purchase of New Equipment Purchasing of new electronic equipment-Includes desktop,laptop,tablet computers(including rugged),servers,storage equipment,hyperamverged integrated systems,supercomputers,routers,switches and other communications equipment,IT security equipment(hardware based firewalls),audio and video(AV)equipment,public address systems,monitors/displays,sensors and other Internet of Things(IOT)devices,printers and Multi-Function Device(MFD)equipment,broadcast band radio,two-way radio(LMR),microwave radio equipment,satellite communications equipment,radio transmitters/receivers(airborne),radio navigation equipmentlantennas,optical/imaging systems,and associated peripherals required for operations (such as controllers,connectors,cables,drivers,adapters,etc.,ancillary installation of any equipment purchased.NOTE:Subject to Cooperative Purchasing. Special Item Number ANCILLARY ---FA—ncfflary Supplies and Services Ancillary Supplies and Services Ancillary supplies and/or services are support supplies and/or services which are not within the scope of any other SIN on this schedule.These supplies and/or services are necessary to complement a contractor's offerings to provide a solution to a customer requirement. This SIN may be used for orders and blanket purchase agreements that involve work or a project that is solely associated with the supplies and/or services purchased under this schedule. Special Item Number 1811212 E ui went Maintenance Maintenance of Equipment,Repair Services and/or Repair/Spare Parts-Maintenance,Repair Service,and Repair Parts/Spare Parts for Government- Owned General-Purpose Commercial Information Technology Equipment,Radio/Telephone Equipment NOTE:Subject to Cooperative Purchasing. Special Item Number I OLM I Order Level Materials OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA.OLM pricing is not established at the Schedule contract or BPA level,but at the order level.Since OLMs are identified and acquired at the order level,the ordering contracting officer(OCO)is responsible for making a fair and reasonable price determination for all OLMs. Contact us! Icom America Inc. 12421 Willows Road NE Kirkland,WA 98034 Phone:425.450.6090 Fax:425.450.6063 Email:governmentsales@icomamerica.com Website:www.icomamerica.com Contract Number 47QTCA21DOOAN Period Covered by Contract: 06/03/2021—06/02/2026 Pricelist current through Mass Modification#PS-A832 dated June 2021;and, e-Modification#PS-0002 dated June 2021 NAdvantage! i Icom Products are available online through GSA Advantage!TM Visit them today at www.gsaadvantage.eov and search:47QTCA21DOOAN For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov. Online access to contract ordering information,terms and conditions,up-to-date pricing,and the option to create an electronic delivery order are available through GSA AdvantageM,a menu-driven database system.The INTERNET address GSA AdvantageM is:GSAAdvantage.gov. Cooperative Purchase Page 8 of 22 INFORMATION FOR ORDERING ACTIVITIES APPLICABLE FOR ALL SPECIAL ITEM NUMBERS 1 a. Table of awarded special item number(s)with appropriate cross-reference to item descriptions and awarded price(s). o Special Item Number 33411 Purchasing of New Electronic Equipment c Special Item Number ANCILLARY Ancillary Supplies and Services o Special Item Number 811212 Maintenance of Equipment,Repair Services and/or Repair/Spare Parts o Special Item Number OLM Order-Level Materials(OLM) lb. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract.This price is the Government price based on a unit of one,exclusive of any quantity/dollar volume, prompt payment,or any other concession affecting price.Those contracts that have unit prices based on the geographic location of the customer,should show the range of the lowest price,and cite the areas to which the prices apply. Please refer to Product/Price List lc. If the Contractor is proposing hourly rates,a description of all corresponding commercial job titles,experience,functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided.If hourly rates are not applicable,indicate"Not applicable"for this item. Not Applicable 2. Maximum Order The maximum order value for either of the SIN's listed above is $500,000.00 3. Minimum Order There is no minimum order value for either of the SIN's listed above. 4. Geographic coverage(delivery area). Domestic delivery is delivery within the 48 contiguous states,Alaska,Hawaii,and Washington D.C. Domestic delivery also includes a port or consolidation point, within the aforementioned areas,for orders received from overseas activities.(FOB Destination) Overseas delivery is delivery to points outside of the 48 contiguous states, Washington D.C.,Alaska and Hawaii.OCONUS U.S.Territories,as well as world- wide distribution.(FOB Origin) Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 9 of 22 5. Point(s)of production(city,county,and State or foreign country). Please refer to Product/Price List 6. Discount from list prices or statement of net price. Prices are calculated using preapproved fixed contract discounts from list price,please refer to Product/Price List. 7. Quantity discounts Product discounts are offered on selected Icom mainframes,please refer to Product/Price List. 8. Prompt payment terms. 2%20,N30 days from receipt of invoice or date of acceptance,whichever is later. Information for Ordering Offices:Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold. A government purchase card will be accepted for payment at or below the micro-purchase threshold. 9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold. A government purchase card will be accepted for payment at or above the micro-purchase threshold. 10. Foreign items(list items by country of origin). Please refer to Product/Price List 11a. Time of delivery.(Contractor insert number of days.) 30-60 days ARO(larger quantities 90-120 days ARO) 1 lb. Expedited Delivery. This would be offered and/or negotiated at the purchase order level. 1 lc. Overnight and 2-day delivery. This would be offered and/or negotiated at the purchase order level. 1 Id. Urgent Requirements. This would be offered and/or negotiated at the purchase order level. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 10 of 22 12. F.O.B.point(s). 48 Contiguous States Destination District of Columbia Destination Alaska Destination Hawaii Destination OCONUS U.S.Territories Point of Domestic Embarkation International Point of Domestic Embarkation 13a. Ordering address(es). Icom America,Inc. 12421 Willows Road NE Kirkland,WA 98034 13b. Ordering procedures:For supplies and services,the ordering procedures, information on Blanket Purchase Agreements(BPA's)are found in Federal Acquisition Regulation(FAR)8.405-3. 14. Payment address(es)* West Coast East Coast ICOM America,Inc. ICOM America,Inc. PO Box 51406 PO Box 100048 Los Angeles,CA 90051-5406 Atlanta,GA 3034MO48 'Agencies are requested to submit remittances to thepayment address closest to their pay center location 15. Warranty provision. Standard Icom Commercial Warranty 16. Export packing charges,if applicable. This would be offered and/or negotiated at the purchase order level. 17. Terms and conditions of Government purchase card acceptance(any thresholds above the micro-purchase level). 18. Terms and conditions of rental,maintenance,and repair(if applicable). Not Applicable 19. Terms and conditions of installation(if applicable). Not Applicable 20. Terms and conditions of repair parts indicating date ofparts price lists and any discounts from list prices(if applicable). Please refer to SIN 811212 Terns&Conditions Section;internal components are available under our Open Market items. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 11 of 22 20a. Terms and conditions for any other services(if applicable). Please refer to SIN 811212 Terms&Conditions Section. 21. List of service and distribution points(if applicable). Please refer to SIN 811212 Terms&Conditions Section. 22. List of participating dealers(if applicable). Not Applicable 23• Preventive maintenance(if applicable). Not Applicable 24a. Special attributes such as environmental attributes(e.g.,recycled content, energy efficiency,and/or reduced pollutants). Not Applicable 24b. If applicable,indicate that Section 508 compliance information is available on Electronic and Information Technology(EIT)supplies and services and show where full details can be found(e.g.contractor's website or other location.) The EIT standards can be found at:www.Section508.gov/. Not Applicable 25. Data Universal Number System(DUNS)number. 037-999331 26. Notification regarding registration in System for Award Management(SAM) database. Icom America is registered in SAM under Cage Code#62526 Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 12 of 22 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF NEW EQUIPMENT (SPECIAL ITEM NUMBER 33411) 1. MATERIAL AND WORKMANSHIP All equipment furnished hereunder must satisfactorily perform the function for which it is intended. 2. ORDER Written orders,EDI orders(GSA Advantage!and FACNET),credit card orders,and orders placed under blanket purchase agreements(BPA)agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract,the Contractor will be obligated to meet the delivery and installation date specified in the original order. For credit card orders and BPAs,telephone orders are permissible. 3. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover equipment delivery to destination,for any location within the geographic scope of this contract. Applicable for"off the shelf'equipment,custom builds requiring LTL freight may be negotiated at the purchase order level. 4. INSTALLATION AND TECHNICAL SERVICES a. INSTALLATION. When the equipment provided under this contract is not normally self-installable,the Contractor's technical personnel shall be available to the ordering activity,at the ordering activity's location,to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment.The charges,if any,for such services are listed below,or in the price schedule: CONUS Support/Installation Services per Day:$5,500.00 b. INSTALLATION,DEINSTALLATION,REINSTALLATION. The Davis-Bacon Act(40 U.S.C.276a- 276a-7)provides that contracts in excess of$2,000 to which the United States or the District of Columbia is a party for construction,alteration,or repair(including painting and decorating)of public buildings or public works with the United States,shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies,equipment,or services. For example,the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing 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 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 under SIN 33411. c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall famish the ordering activity with one(1)copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 13 of 22 5. 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 equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment 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 item,unless the change is due to the defect in the item. 6. WARRANTY a. Unless specified otherwise in this contract,the Contractor's standard commercial warranty as stated in the contract's commercial pricelist will apply to this contract. Amateur Division Mainframe 1 year Land Mobile Division Mainframe 2 or 3 years Systems Division Mainframe 1 or 2 years Network(WLAN)Division Mainfiame 1 or 2 years Avionics Division Mainframe 2 or 3 years Marine Division Mainframe 2 or 3 years All Division Accessories 1 year All Parts 30 days 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. d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant,the address is as follows: 12421 Willows Road NE—Kirkland,WA 98034 7. PURCHASE PRICE FOR ORDERED EQUIPMENT The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement,or the ordering activity purchase price in effect on the installation date(or delivery date when installation is not applicable),whichever is less. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws,ordinances,and regulations(Federal,State,City or otherwise) covering work of this character,and shall include all costs,if any,of such compliance in the prices quoted in this offer. 9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT When an ordering activity determines that Information Technology equipment will be replaced,the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation(FAR),the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations(FPMR)(41 CFR 101-43.6),and the policies and procedures on exchange/sale contained in the FPMR(41 CFR part 101-46). Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 14 of 22 TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE OF EQUIPMENT,REPAIR SERVICES AND/OR REPAIR/SPARE PARTS (SPECLAL ITEM NUMBER 811212) 1. SERVICE AREAS a. Repair services cannot be performed at the ordering activity installation site.All repair services will be performed at the Contractor's plant(s)or Authorized Service Centers listed below: Service Center Location Products Serviced Icom America Service Center-Washington Amateur radios 12421 Willows Road NE Aviation radios Kirkland,WA 98034 IP radios Phone:(800)306-1380 Land Mobile radios Marine radios Only FM approved repair facility Icom Authorized Service Center—New Jersey Aviation Mobiles and Handhelds(No Console or TSO 14000 Commerce Parkway,Suite H radios) Mount Laurel,NJ 08054 Land Mobile Radios(No FM orUL certified product) Phone:(800)306-1380 Marine VHF Mobile and Handhelds(No SSB,Radar) Icom Authorized Service Center—Illinois Aviation radios AJR Intemational Inc. Land Mobile radios 300 Regency Drive Marine VHF,no SSB Glendale Heights,IL 60139 Phone:(888)616-9600 Icom Authorized Service Center—Michigan Amateur radios,no D-Star Repeaters SAR Technical Services,Inc. Aviation radios 1792 Nash Drive Marine radios St.Joseph,MI 49085 Phone:(269)429-2334 2. MAINTENANCE ORDER a. Agencies may use written orders,EDI orders,credit card orders,or BPAs,for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen(15)calendar days from the date of receipt,except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number 811212). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph,the order shall be considered to be confirmed by the Contractor. b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time,for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date,which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 15 of 22 c. Maintenance may be discontinued by the ordering activity on thirty(30)calendar days written notice,or shorter notice when agreed to by the Contractor;such notice to become effective thirty(30)calendar days from the date on the notification. However,the ordering activity may extend the original discontinuance date upon written notice to the Contractor,provided that such notice is furnished at least ten(10)calendar days prior to the original discontinuance date. d. Annual Funding. When annually appropriated funds are cited on a maintenance order,the period of maintenance shall automatically expire on September 30th of the contract period,or at the end of the contract period,whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required,if maintenance is to continue during any remainder of the contract period. e. 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,and 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 years. f. Ordering activities should notify the Contractor in writing thirty(30)calendar days prior to the expiration of maintenance service,if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period. 3. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS a. Agencies may use written orders,EDI orders,credit card orders,blanket purchase agreements(BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period. b. When repair service is ordered,only one chargeable repairman shall be dispatched to perform repair service,unless the ordering activity agrees,in advance,that additional repair personnel are required to effect repairs. 4. LOSS OR DAMAGE When the Contractor removes equipment to his establishment for repairs,the Contractor shall be responsible for any damage or loss,from the time the equipment is removed from the ordering activity installation,until the equipment is returned to such installation. 5. SCOPE a. The Contractor shall provide maintenance for all equipment listed herein,as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule. b. Equipment placed under maintenance service shall be in good operating condition. 1) In order to determine that the equipment is in good operating condition,the equipment shall be subject to inspection by the Contractor,without charge to the ordering activity. 2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor,if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. 3) If the equipment was not under the Contractor's responsibility,the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity,in accordance with the provisions of Special Item Number 811212(or outside the scope of this contract). Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 16 of 22 6. RESPONSIBILITIES OF THE ORDERING ACTIVITY a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order,unless agreed to by the Contractor. b. Subject to security regulations,the ordering activity shall permit access to the equipment which is to be maintained or repaired. c. If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order. 7. RESPONSIBILITIES OF THE CONTRACTOR a. For equipment not covered by a maintenance contract or warranty,the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas,this repair service should normally be done within 4 hours after notification. b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced,unless otherwise agreed to in advance between the Agency and the Contractor. B. MAINTENANCE RATE PROVISIONS a. The Contractor shall bear all costs of maintenance,including labor,parts,and such other expenses as are necessary to keep the equipment in good operating condition,provided that the required repairs are not occasioned by fault or negligence of the ordering activity. b. REGULAR HOURS.The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine(9)hour principal period of maintenance,Monday through Friday,exclusive of holidays observed at the ordering activity location. a AFTER HOURS.Should the ordering activity require that maintenance be performed outside of Regular Hours,charges for such maintenance,if any,will be specified in the pricelist. Periods of less than one hour will be prorated to the nearest quarter hour. d. TRAVEL AND TRANSPORTATION.If any charge is to apply,over and above the regular maintenance rates,because of the distance between the ordering activity location and the Contractor's service area,the charge will be negotiated at the Task Order level. e. QUANTITY DISCOUNTS.Quantity discounts from listed maintenance service rates for multiple equipment owned and/or leased by an ordering activity are indicated below: No quantity discounts are available on services. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 17 of 22 9. REPAIR SERVICE RATE PROVISIONS a. CHARGES. Charges for repair service will include the labor charge,computed at the rates set forth below,for the time during which repairmen arc actually engaged in work,and,when applicable,the charge for travel or transportation. b. MULTIPLE MACHINES. When repairs are ordered by an ordering activity on two or more machines located in one or more buildings within walking distance of each other,the charges will be computed from the time the repairman commences work on the first machine,until the work is completed on the last machine. The time required to go from one machine to another,or from one building to another, will be considered actual work performance,and chargeable to the ordering activity,provided the time consumed in going between machines(or buildings)is reasonable. c. TRAVEL OR TRANSPORTATION 1) AT THE CONTRACTOR'S SHOP i. When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision,the cost of transportation, packing,etc.,from the ordering activity location to the Contractor's plant,and return to the ordering activity location,shall be borne by the ordering activity. ii. The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction. 2) AT THE ORDERING ACTIVITY LOCATION(Within Established Service Areas).When equipment is repaired at the ordering activity location,and repair service rates are established for service areas or zones,the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge,time,or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office;such overhead is included in the repair service rates listed. 3) AT THE ORDERING ACTIVITY LOCATION(Outside Established Service Areas) i. If repairs are to be made at the ordering activity location,and the location is outside the service area as shown in paragraph La,the repair service and mileage rates negotiated per subparagraphs La and 8.d will apply. ii. When the overall travel charge computed at the above mileage rate is unreasonable (considering the time required for travel,actual and necessary transportation costs,and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location),the ordering activity shall have the option of reimbursing the Contractor for actual costs,provided that the actual costs are reasonable and allowable. The Contractor shall finish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates,times,and the applicable mode of travel. d. LABOR RATES 1) REGULAR HOURS. The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 am.to 5:00 p.m.,Monday through Friday,exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours,but performed outside the Regular Hours defined above,at the convenience of the Contractor. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 18 of 22 2) AFTER HOURS.When the ordering activity requires that repair service be performed outside the Regular Hours defined above,except Sundays and Holidays observed at the ordering activity location,the After-Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours, but performed After Hours at the convenience of the Contractor. 3) SUNDAYS AND HOLIDAYS.When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location,the Sundays and Holidays repair service rates listed herein shall apply. When repair service is requested to be performed during Regular Hours and/or After Hours,but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location,the Regular Hours and/or After-Hours repair service rates,as applicable,shall apply. REPAIR SERVICE RATES h4INDRREGULAR AFTER SUNDAYSAND LOCATION C E HOURS PER ER HOUR***RS HOLIDAYS PER HOUR** HOUR CONTRACTOR'S SHOP Not applicable $90.00 Not applicable Not applicable ORDERING ACTIVITY LOCATION Not applicable Not applicable Not applicable Not applicable (WITHIN ESTABLISHED SERVICE AREAS) ORDERING ACTIVITY LOCATION Not applicable Not applicable Not applicable Not applicable (OUTSIDE ESTABLISHED SERVICE AREAS) * Minimum charges include one(1)full hour. **Fractional hours,at the end of the job,will be prorated to the nearest quarter hour. 10. REPAIR PARTS/SPARE PARTS RATE PROVISIONS All parts,finnished as spares or as repair parts in connection with the repair of equipment,unless otherwise indicated in this pricelist,shall be new,standard parts manufactured by the equipment manufacturer. All parts shall be furnished at a discount of 23%from published listed prices. Refer to Contractor's Product/Price List dated June 2021 for open market product parts,internal components and manuals. 11. GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS a. REPAIR SERVICE All repair work will be guaranteed/warranted for a period of 30 days unless otherwise specified on estimate prior to repair. b. REPAIR PARTS/SPARE PARTS All parts,furnished either as spares or repairs parts will be guaranteed/warranted for a period of 30 days. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 19 of 22 12. INVOICES AND PAYMENTS a. Maintenance Service 1) 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. 2) Payment for maintenance service of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day. b. Repair Service and Repair Parts/Spare Parts Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly,except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the invoice,and shall be priced in accordance with paragraph#10,above. PROMPT PAYMENT DISCOUNT,IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Icom America Inc. 47QTCA21DOOAN govsales@icomamerica.com June 2021 Cooperative Purchase Page 20 of 22 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY 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. Icom America Inc. 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. Kathy Agee-Dow City of Fort Worth-IT Solutions Senior Contract Compliance Specialist Name of Officer _!J 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 EXI 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? 71 Yes FRI 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. Not Applicable. 6 ElCheck this box if the vendor has.given the local government officer or afamily 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). zi op • 8/23/2022 Si rMure of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Cooperative Purchase Page 21 of 22 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.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 avendor if: (2) thevendor: (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 (1) 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 aggregatevalue 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) Avendor 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 Cooperative Purchase Page 22 of 22