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Contract 53110
CITY SECRUARY ��1VED CONTRACT NO. 0 26 201E FORT WORTH C}�}�(SECR5'AI CITY OF FORT WORTH COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and MCM Technology, LLC a Delaware Limited Liability Company domiciled in Birmingham,Alabama("Vendor")to purchase asset management and work order software that supports the tracking, management and maintenance of 9-11 communications systems under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents") which s mall be construed in the order of precedence in which they are listed; 1. Schedule A—Fort Worth Terms and Conditions ("Font Worth Agreement"); 2. Schedule B—Vendor's Quote#Fort Wort,TX_I-20191028; and 3. Schedule C—Houston-Galveston Area Contract#EC07-18 ("Cooperative Contract") Schedules A, B and C which are attached hereto and incorporated herein, are made a part of this Coop Purchase for all purposes.In the event of a conflict between the Fort Worth Agreement and the Cooperative Contract, then the Fort Worth Agreement shall control, but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed Fifty-four Thousand, Two Hundred and Seventy-two and 50/100 dollars ($54,272.50)per year. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follo►vs) OFFICIAL RECORD C17Y SECRETARY FT. WORTH,Hj TX Cooperative Purchase Pagel of 43 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Wom It Contract Compliance Manager: By signing I acluiowledge that I am the r person responsible for the monitoring and ' administration of this contract, including By: - ensuring all performance and reporting Name: Kevin Gunn requirements. Title: Assistan City Manager Date: 11 Z 1 By: Approval Recommended: Name: Alan � --- -- Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: � Name: Roger WrIght Tit le:-,In-Nekcy, T Sbl u.�S ak recce,— By: Attest: Name: JoWong Title: Assistant City AVorney Contract Authorization: By: M&C: Name arty J. Kayser ` Title: City Secretary VENDOR: ` MCM Technology,LLC. � By: � d�F�CJ� Name: 71oAj4,S A. SA Tg43 Title: f5 Date: OFF10AL RECORD CITY SECRETARY FT. WORTH,TX Cooperative Purchase Page 2 of A3 Schedule A CITY OF FORT WORTH TEXA5 STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth,its officers,agents,servants,authorized employees,vendors and sub-vendors who act on behalf of various City departments,bodies or agencies. 2.0 DEFINITION OF SELLER The consultant,Contractor(s),supplier,Contractor(s)or other provider of goods and/or services,it-officers, agents,servants,employees,vendors and sub-vendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth(the"City")may be requested by a member of the public under the Texas Public Information Act.See TEX.GOV'T CODE ANK§§552.002,552.128(c)(West Supp. 2006).If the City receives a request for a Seller's proprietary information,the Seiler listed in the request will be notified and given an opportunity to make.arguments to the Texas Attorney General's Office(the"AG") regarding reasons the Seller believes that its information may not lawfully be released.If Seller does not make arguments or the AG rejects the arguments Seller makes,Seller's information will be released without penalty to the City. 4A PROHIBITION AGAINST PERSONAL,INTEIiFST IN CONTRACTS No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract with Buyer or be financially interested,directly or indirectly,in the sale to Buyer of any land,materials,supplies or services,except on behalfol'Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall there by forfeit his office or position.Any violation of this section with the knowledge,expressed or implied,of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council.(Chapter XXVII,Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the Buyer or its officers,agents,servants,vendors or sub-vendors who act on behalf of various City departments,bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers,purchase order numbers,or release numbers issued by the Buyer.The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1),(2),or(3).In the case of emergencies,the Buyer's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number,purchase order number,or release number issued by the Buyer may result in rejection of delivery,return ofgoods at the Seller's cost and/or non-payment. 6.0 SEL UR TO PACKAGE GOODS Cooperative Purchase Page 3 of 43 Seller will package goods in accordance with good commercial practice.Each shipping container,shall be clearly and permanently marked as follows_(a)Seller's name and addrest:�h.i Consignee's name,address and purchase order or purchase change order number;(c)Container number and total number of containers,e.g.,box I of 4 boxes;and(d)Alumhcr of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications.Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT TINDER RESERVATION PROHIBITED Scller is not authorized to ship the goods under reservation,and no wrfder of a bill of lading will operate as a tender of goods. 8.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Biiver actually receives and takes possession of the goods at the point or points of delivery after inspection and aecepl fnee of the goods. 9.0 DELIVERY TERMS AND'I'RANSPO TATIO11'CHARGES Freight terms shall be F.O.B.Destination,Freight Prepaid and Allowed,unless delivery terms are specified otherwise in Seller's proposals.Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs,whichever is lower,if the tunad delivery terms do not include transportation costs;provided,Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OF DELIVERY The place of delivery shall be sPt fo-kh in the"Ship to"block of the pu�chase order,porch use change order,or release order. 11.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before aelcepting them.Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.0 INVOICES 12.1 Seller shall submit separate invoices in duplicate,on each purcha�e order or purchase change order after each delivery_Invoices shall indicate the purchase order or purchase change order number.Invoices shall be itemized and transportation charges,if any,shall be listed 54:N3wrly.A copy of the bill of lading and the freight waybill,when applicable,should ba attachcd to 1lir mwi *.Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the pi irchase order,purchase change order or release order entitled"Ship to."Payment shall not rr riude imiil.Ire above instruments have been submitted after delivery and acceptance of the goods and/or services. 1.2.2 Seller shall not include Federal Excise,State or City Sales Tax i;.Jts invoices.The Buyer shall furnish a tax exemption certificate upon Seller's request. Cooperative Purchase Page 4 of 43 13.0 PRICE WARRANTY 13.1 'Me price to he paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase.In the event Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's proposals., 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon au agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business.For breach or violation of this warranty,Buyer shall have the right,in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee,or otherwise to recover the full amount thereof. 14.0 PRODUCT WARRANTY Seller warrants that the goods furnished will conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation,and the sample(s)furnished by Seller,if any_In the event of a conflict between Buyer's specifications,drawings,and descriptions,Buyer's specifications shall govern. 15.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S.Department of Labor under the Occupational Safety and Health Act(OSHA)of 1970,as amended.In the event the product does not conform to OSHA standards,Buyer may return the product for correction or replacement at Seller's expense,In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense.Where no correction is or can be made,Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer in writing and received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance with Section 29.0 of these terms and conditions.Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 SOI''TWARE LICENSE TO SELLER 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 The SELLER warrants that all Deliverables,except for third party manufactures products and services resold to the City and governed by the manufactures licenses,support,maintenance or services agreements between the City and manufacturer, or any part thereof furnished hereunder,including but not limited to:programs, documentation,software,analyses,applications,methods,ways,and processes(in this Section each individually referred to as a"Deliverable"and collectively as the"Deliverables,")do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 17.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services,or the City's continued use of the Deliverable(s)hereunder. Cooperative Purchase Page 5 of 43 17.3 SELLER agrees to indemnify,defend,settle,or pay,at its own c?st and expense,including the paymeri 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 i:y's use of the Deliverable(s),or any part thereof,in accordance with this Agreement,it being understood that this agreement to indemnify, defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER 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 SELLER 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 ll is k ity for infringement arising under this Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;however,SELLER shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give SELLER 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 SELLER's duty to indemnify the City under this Agreement,if the Deliverable(s),or any part thereof,is held to infringe and the A,e thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,SELLER 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 thern/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('i i v;or(d)if none of the foregoing alternatives is reasonably available to SELLER,terminate this Agreement,and refund all amounts paid to SELLER by the City,subsequent to which termination.City may seek any and all remedies available to City under law. 18.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses,evaluations,reports,memoranda,letters,ideas,processes,methods, programs,and manuals that were developed,prepared,conceived,made or suggested by the Seller for the City pursuant to a Work Order,including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the"Work Product")and Seller acknowledges that such Work Product may be considered"work(s)made far I iin:"end will be and remain the exclusive property of the City_To the extent that the Work Product,under applicable law.may not be considered work(s)made for hire,Seller hereby agrees that this Agreement effectively transfers:g?.-uits,convey2,quid assigns exclusively to Buyer,all rights,title and ownership interests,including copyright,winch Seller may have in any Work Product or any tangible media embodying such Work Product,without the necessity of any further consideration,and Buyer shall be entitled to.obtain and bold in its own name,all intt 11,:1�Baal Property rights in and to the Work Product.Seller for itself and on behalf of its vendors hereby waives rr property interest in such Work Product. 19.0 NETWORK ACCESS The City owns and operates a computing environment and network(coal lectively the"Network").If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder,and the Seller is required to utilize the Internet,Intranet,email,City database,or other network application,Seller shall separately execute the Cooperative Purchase Page 6 of 43 City's Network Access Agreement prior to providing such services.A copy of the City's standard Network Access Agreement can he provided upon request. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on al[or any part of the undelivered portion of this order if Seller breaches any of the terms hereof,including warranties of Seller.Such right of cancellation is in addition to and not in lieu ofany other remedies,which Buyer may have in law or equity. 21.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer before the delivery performance of the work or delivery of the purchased goods to the Buyer,with or without cause,at any time upon the delivery to Seller of a written"Notice of Termination"specifying the extent to which performance ofwork or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective.Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 ASSIGNMENT/DELEGATION No interest,obligation or right of Seller,including the right to receive payment,under this contract shall be assigned or delegated to another entity without the express written consent of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.Prior to Buyer giving its consent,Seller agrees that Seller shall provide,at no additional cost to Buyer,all documents,as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and transfer of rights,interests,or obligations to another entity.The documents that may be requested include,but are not limited to,Articles of Incorporation and related amendments,Certificate of Merger,IRS Form W-9 to verify tax identification number,etc.Buyer reserves the right to withhold all payments to any entity other than Seller,if Seller is not in compliance with this provision,If Seller fails to provide necessary information in accordance with this section,Buyer shall not be liable for any penalties,fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract,or unless stated otherwise,the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents published by the Buyer and Seller's Response to such proposal(the"contract documents").This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement.No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement.Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement Cooperative Purchase Page 7 of 43 even though the ar ceptinl;Dr acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Corte(UCC)is used in this Agreement,the definition contained in the UCC shall control.In the event of a conflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions,the Buyer' published proposal documents and the Seller's response.If Buyer and Seller have otherwise negotiated a conitct,this Agreement shall not apply_ 26.0 APPLICABLE LAW I VENUE This agreement shall be governed by the i Ji i EGrrri, Commercial Code wherever the term"Uniform Commercial Code"or"UCC"is used.It shall be construed as meaning the Unifooi i Commercial Code as adopted and amended in the State of Texas.Both parties agree that venue for any 1 i i igation arising from(his contract shall be in Fort Worth,Tarrant County,Texas.This contract shall be governn7,construed and enforced under the laws of the State of Texas. 27.6 INDEPENDENT CONTRACTORS) Seller shall operate hereunder as an independent Contractor(s)and n_i-as an officer,agent,servant or employee of Buyer.Seller shall have exclusive control of,and the exclusive right 10 control,the details of its operations hereunder,and all persons performing same,and shall be solely responsible for the acts and omissions of its officers,agents,employees,vendors and sub-vendors_The doctrine arrespondeat superior shall not apply as between Buyer and Seller,its officers,agents,employees,vendors and sub-vendors.Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller,its officers,agents,employees, vendors and sub-vendors. 28.0 LIABILITY AND INDEMNIFICATION. 28.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,TNCLUDTNG DEATH, TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,-WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER,ITS OFFICERS,AGENT'S, SERVANTS OR EMPLOYEES. CITY AGREES THAT RESELLER SHALL HAVE NO LIABILITY TO CITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT II*1CLUDING ANY WORD PRODUCT,EVEN IF RFAEI.LER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH'ITIE I=XCEFT'ION OF DIRECT DAMAGES TO CITY RESULTING FROM RESELLER'S WILLFUL MISCONDUCT-()R GROSS N1 rjLIGF51I.CE.IN NO EVENT SHALL RI SELLER BE LIABLE FOR ANY DAMAOES ARISIAIG OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVIUS IN EXCESS OF THE AMOUNTS PAID BY CITY HEREUNDER. 28.2 INDEMNIFICATION-SELLER REREBY COVENANTS AND AGREES TO INDEiVINIIsY,HOLD HARMLESS AND DEFEND THE CITY(ALSO ft1 PFRRIM TO AS BUYER),ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROM AND At'AINST ANY AND ALL CLAIMS OR Cooperative Purchase Page 8 of 43 LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR PERSONAL INJURY,INCLUDING DEATII,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE FXTENT CAUSED BY THE ACTS OR OMISSIONS OFSELLFR,ITS OFFICERS,AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 29.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason,be field to be invalid, illegal or unenforceable in any respect,such invalidity,illegality or unenforceability shall not affect any other provision of this agreement,which agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever,except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed envelope with sufficient postage attached,addressed to Purchasing Manager,City of Fort Worth,Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed envelope with sufficient postage attached,addressed to the address given by Seller in its response to Buyer's invitation to proposals.Or if sent via express courier or hand delivery,notice is considered received upon delivery. 32.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17,Article III,Division 3 ("Fruployment Practices"),of the City Code of the City of Fort Alorth(1986),as amended,and Seller hereby covenants and agrees that Seller,its employees,officers,agents,vendors or sub-vendors,have fully complied with all provisions of same and that no employee,participant,applicant,Contractor(s)or sub-Contraet0r(s)bas been discriminated against according to the terms of such Ordinance by Seller,its employees,officers,agents, Contractor(s)or sub-vendors herein. 33.0 IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement.Vendor shall complete the Employment Fligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility Cooperative Purchase Page 9 of 43 and identity documentation for all employees,and upon request,provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performm work under this Agreement.Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 34.0 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services,products,materials,and supplies provided by the Seller must meet or exceed all applicable health, safety,and the environmental laws,requirements,and standards.In addition,Seller agrees to obtain and pay,at its own expense,for all licenses,permits,certificates,and inspections necessary to provide the products or to perform the services hereunder.Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision.Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer,or Buyer's authorized representative,shall,until the expiration of three(3)years after final payment under this contract,and at no additional cost to Buyer,have access to and the right to examine and copy any directly pertinent books,computer disks,digital files,documents,papers and records ofthe Seller involving transactions relating to this contract,including any and all records maintained pursuant to Section 31 of this Agreement.Seller agrees that the Buyer shall have access,during normal working hours,to all necessary Seller facilities,and shall be provided adequate and appropriate workspace,in order to conduct audits in compliance with the provisions ofthis section.Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10)business days. 36.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990(ADA),Seller warrants that it and any and all of its sub-vendors will not unlawfully discriminate on the basis of disability in the provision of services to general public,nor in the availability,terms an d/or conditions of employment for applicants for employment with,or employees of Seller or any of its sub-vendors.Seller warrants it will fully comply with ADA's provisions and any other applicable federal,state and local taws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or sub-vendors against Buyer arising out of Seller's and/or its sub-vendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 DISPUTF RESOLUTION If either Buyer or Seller has a claim,dispute,or outer matter in question for breach of duly,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process.The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach.The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute.Within ten (10)business days of receipt of the notice,both parties shall make a good faith effort,either through email,mail, phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other Cooperative Purchase Page 10 of 43 matter in question that may arise out of,or in connection with this Agreement.If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.Tf the parties cannot resolve the dispute through mediation,then either party shall have the tight to exercise any and all remedies available under law regarding the dispute. 38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the 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,(I)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 contract,Seller certifies that Seller's signature provides written verification to the City that Seller:does not boycott Israel;and(2)will not boycott Israel during the term of the contract. Revised August 31,2017 Cooperative Purchase Page 11 of 43 Schedule B MGM Technology,LLG NrmirMi Vann Road, 23a 105 Bingham,AL 36235 (205)655.8949 This quote is intended exclusively forthe Protool and Licensee stated below Fm osed to: Partner:Iioestan GalvAatan kea Gontmct 10 E C07-18),for Customar:Fort Worth,IX proposal Date: 10120119 Quick quota:Fort Worth,TX-1 Proposal Expiration: 11130119 Contact:Ma Girton Channel Contacl(s):ITA Email: MCM Rop:3L Quote 9:Fca worth,Tx 1 m91026 License Key:LN43766-2165378 UndMw Fxlondod Negotiated Price Software AonNc,dana qty pametnal Lfcansixt: 4031-Mt3•ALVP•M Assst Light Uw Pago 1 $ 2,500,M $ 2,600.00 $ 2,t25.M 4031.MO,SRLUP-M Service Request Light User Page 1 S 2,500M $ 2,60000 $ 2,t25.00 403140,UP�C&M upgrade in Commshnp powered by Motiondock 1 $ 17,500.00 $ 17.600 00 $ 14,YSM 403140-CAM Cesium Application Deveiopment(price 1 hour) 8 $ 375.{)tl $ 3,000 00 $ 2,sfin.(M Total Perpetual Saffvmre,Fees: 25,5031.00 21,875.00 4031-MO-P(34-h1 4part 8 Man1wonca(Percent of Software Costs;: 2(tk $ 5,100.00 $ 4,335.00 PROFFSSIGNAL SERVICE BUNDLES' 4011-MO-LU-I'MM Light User Page Prof Svcs Installation Bundle $ 3,500.00 $ 71000.O0 $ 5,95g.00 401 t-A4OdfP-GS F B•h9 Prof Sum to upgrade to Commehop powered by Mationdeck f $ 26,250.00 $ 26,250.00 $ 22,812. Total Professional Services Oundise: 33,250.00 28,262M TOTAL YEAR-ONE COM: $ 63,856.0O $ 54,272,50 All Pricing is quoted in US Dollars.Texas are not Included in pricing,and would be additional,If applicable,and would be the obligation of the customer. "Support&Mamlonam:a(andfor uubscripti©n licensa,it applic e)shall be renewable annually fur any number of 12 month terms-The annual renewal rate shad be determined basud upon the prevailing rates at the bete of the renewal.At no time shall the mnewrai rate 4wrvasv more than 5%over the prior years rate. Thu full years waewal leas am prepaid and are duo and payable at the lieu of the rvMW&. .`i Ppcet&Mairdannnca fndudos!technical suppers regarding software questions,guidance regarding operatiaaal tntoractions:release updates to existing modulas;patches&fees;and now anhancnments_ Fomre,M-pald years have been quoted with an annual lncraasn of 4 % Professional Services Bundias inlcudo any number of the'non,hundled'Professional Services Inted above,including those necessary for the imlementation of the purchased Software Applications. Cooperative Purchase Page 12 of 43 Schedule C DocuSign Envelope ID:67144632-A2B3-4F74-9C16-400109CA74B1 H-GAC Houston-Galveston Area Council PA.Box 22777 •3555 Timmons •Houston,Texas 77227-2777 Cooperative Agreement-MCM Tecli ology LLC-Public Services-19-00366 18- 00366 GENERAL PROVISIONS This Agreement is made and entered into,by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120,Houston,Texas 77027 and MCM Technology LLC,hereinafter referred to as the Contractor, having its principal place of business at 3510 Vann Road,Suite 105,Birmingham,AL 35235. WITNESSETH: WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW,THEREFORE,H-GAC and the Contractor do hereby agree as follows: ARTICLE 1:LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement.The Contractor's governing body,where applicable,has authorized the signatory official(s)to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2:APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules,regulations,directives,standards,ordinances,and laws,in effect or promulgated during the term of this Agreement,including without limitation,workers'compensation laws,minimum and maximum salary and wage statutes and regulations,and licensing laws and regulations. When required,the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3:INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor.No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent,servant or employee of H-GAC,the State of Texas or the United States Government.Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies,including employee payrolls and any claims arising therefrom. ARTICLE 4:WHOLE AGREEMENT The General Provisions,Special Provisions,and Attachments, as provided herein,constitute the complete Agreement("Agreement")between the parties hereto,and supersede any and all oral and written agreements between the parties relating to matters herein.Except as otherwise provided herein,this Agreement cannot be modified without written consent of the parties. Page 1 of 7 Cooperative Purchase Page 13 of 43 DocuSign Envelope 1D:67144832-A2B3-4F74-9C16-4C0109CA74B1 ARTICLE 5:SCOPE OF SERVICES The services to be performed by the Contractor are outlined in an Attachment to this Agreement, ARTICLE 6:PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Jul 01 2018 and ends Jun 30 2020, All services under this Agreement must be rendered within this performance period,unless directly specified under a written change or extension provisioned under Article 15,which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8:REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement,or otherwise fails to satisfactorily render performances hereunder,H-GAC may terminate this agreement with notice as identified in Article 16 of these General Provisions.H-GAC has final determination of the adequacy of performance and reporting by Contractor.Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with II-GAC.The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9:INSURANCE Contractor shall maintain insurance coverage for work performed or sorvices rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10:SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special.Provisions,the Contractor agrees not to subcontract,assign, transfer,convey,sublet or otherwise dispose of this Agreement or any right,title,obligation or interest it may have therein to any third party without prior written approval of H-CYAC.The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor.The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor.Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work.Except where otherwise expressly required by applicable law or regulation,H-GAC shall not be responsible for monitoring Contractor's compliance,or that of Contractor's subcontractors, wiLb any laws or regulations. ARTICLE 11:AUDIT Notwithstanding any other audit requirement,H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement,such audit may be performed by the H-GAC local government audit staff,a certified public accountant firm,or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the I-I-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12:EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to II-GAC under this Agreement, H-GAC,through its staff or designated public accounting firm,the State of Texas,and United States Page 2 of 7 Cooperative Purchase Page 14 of 43 DocuSign Envelope ID:671144832-A2133-41`74-9C16-4C0109CA74BI Government,shall have the right at any reasonable time to inspect,copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC.The right of access to records is not limited to the required retention period,but shall last as long as the records are retained.Failure to provide access to records may be cause for termination of the Agreement.The records to be thus maintained and retained by the Contractor shall include(without limitation): (1)personnel and payroll records,including social security numbers and labor classifications,accounting for total time distribution of the Contractor's employees working full or parL time on the work,as well as cancelled payroll checks,signed receipts for payroll payments in cash,or other evidence of disbursement of payroll payments;(2)invoices for purchases,receiving and issuing documents,and all other unit inventory records for the Contractor's stocks or capital items;and(3) paid invoices and cancelled checks for materials purchased and for subcontractors'and any other third parties'charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13:RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement,and all other financial,statistical,property,participant records,and supporting documentation for a period of no less than seven(7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation,claim,negotiation,audit or other action involving the records has been started before the expiration of the retention period,the records shall be retained until completion of the action and resolution of all issues which arise from it,or until the end of the seven(7)years,whichever is later,and until any outstanding litigation, audit,or claim has been fully resolved. ARTICLE 14:CHANGES AND AMENDMENTS A. Any alterations, additions,or deletions to the terms of this Agreement,which are required by changes in federal or state law or by regulations,are automatically incorporated without written amendment hereto,and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement,both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice,unless sooner implementation is required by law,such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15:'TERMINATION PROCEDURES The Contractor acknowledges that this Agreement maybe terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time,in whole or in part,with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC,by providing written notice by certified mail to the Contractor.Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty(30)days written notice,presented to H-GAC via certified mail.The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default Page 3 of 7 Cooperative Purchase Page 15 of 43 DocuUgn Envelope ID,67144B32-A203-4F74-9ClG-4C0109CA74B1 H-GAC may,by written notice of default to the Contractor,terminate the whole or any part of the Agreement,in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof;or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever,or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10)days(or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16:SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable,such determination shall not affect any other term of this Agreement,which shall continue in full force and effect. ARTICLE 17:FORCE MAJEURE To the extent that either party to this Agreement shall he wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes,stoppage of labor,riot,fire,flood,acts of war,insurrection, accident,order of any court,act of God,or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance,in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed.Determination of force majeure shall rest solely with H-GAC. ARTICLE 18:CONFLICT OF INTEREST No officer,member or employee of the Contractor er subcontractor,no member of the governing body of the Contractor,and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement,shall participate in any decision relating to this Agreement which affects his or her personal interest,or shall have any personal or pecuniary interest,direct or indirect,in this Agreement. ARTICLE 19:FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards, and environmental compliance. Additionally,for work to be performed under the Agreement or subcontract thereof,including procurement of materials or leases of equipment,Contractor shall notify each potential subcontractor or supplier of the Contractor's federal Compliance obligations. These may include,but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L.88-352)which prohibits discrimination on the basis of race,color or national origin;(b)Title IX of the Education Amendments of 1972, as amended(20 U.S.C.§§1681.1683,and 1685-1686),which prohibits discrimination on the basis of sex;(c)the Fair Labor Standards Act of 1938(29 USC 676 et.seq.),(d)Section 504 of the Rehabilitation Act of 1973, as amended(29 U.S.C. §794),which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990;(e)the Age Discrimination in Employment Act of 1967(29 USC 621 et.seq.)and the Age Discrimination Act of 1974, as amended(42 U.S.C. §§ 6101.6107),which prohibits discrimination on the basis of age;(f)the Drug Abuse Office and Treatment Act of 1972(P.L.92-255),as amended,relating to nondiscrimination on the basis of drug abuse;(g)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L.91-615),as amended,relating to the nondiscrimination on the basis of alcohol abuse or alcoholism;(h) §§523 and 527 of the Public Health Service Act of 1912(42 U.S.C.290 dd-3 and 290 ee- 3),as amended,relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the Civil Rights Act of 1968(42 U.S.C. §3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing;0)any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 Cooperative Purchase Pagel 6 of 43 DocuSign Envelope ID:61144832-A283-4F74-9C16-4C0109CA74B1 applicable to any Federal funding for this Agreement; (k)the requirements of any other nondiscrimination statute(s)which may apply to this Agreement;(1)applicable provisions of the Clean Air Act(42 U.S.C. §7401 et seq.),the Federal Water Pollution Control Act,as amended(33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15;(m)applicable provisions of the Davis-Bacon Act(40 U.S.C.276a-276a-7),the Copeland Act(40 U.S.C.276c), and the Contract Work Hours and Safety Standards Act(40 U,S.C.327-332),as set forth in Department of Labor Regulations at 20 CPR 5.5a;(a)the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(P.L.94-163). ARTICLE 20:CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC,the State of Texas, and the acts and regulations of any related state or federal agency.The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse,or other criminal activity through the filing of a written report within twenty-four(24)hours of knowledge thereof.Contractor shall notify I I-GAC of any accident or incident requiring medical attention arising from its activities tender this Agreement within twenty-four(24)hours of such occurrence.Theft or willful damage to property on loan to the Contractor from II-GAC,if any,shall be reported to local law enforcement agencies and H•GAC within two(2)hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC,local law enforcement agencies,the State of Texas,the Federal Bureau of Investigation and any other duly authorized investigative unit,in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21:INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,is limited to its order processing charge. In no event will H-GAC be liable for any loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted bylaw,to defend and hold harmless H-GAC,its board members,officers,agents,officials,employees and indemnities from any and all claims,costs,expenses (including reasonable attorney fees), actions,causes of action,judgements,and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notiRy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22:LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER,Contractor's total liability under this Agreement,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,but excluding its obligation to indemnify H-GAC,is limited to the price of the particular products/services sold hereunder,and Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. In no event will Contractor be liable for any loss of use,loss of time,inconvenience,commercial loss,loss of profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 Cooperative Purchase Pagel 7 of 43 DocuSign Envelope ID:6Y144832-A2B3-4F74-9CI&4CO109CA7461 END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23:TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only.Titles shalt not be considered restrictive of the subject matter of any Article,or part of this Agreement. ARTICLE 24:JOINT WORD PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and,in the event of any ambiguities,no inferences shall be drawn against any party. ARTICLE 25.DISPUTES All disputes concerning questions of fact or of law arising under this Agreement,which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof,shall be decided by the Executive Director of H-GAG or his designee,who shall reduce his decision to writing and provide notice thereof to the Contractor.The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of receipt of such notice,the Contractor requests a rehearing from the Executive Director of H-GAC.In connection with any rehearing under this Article,the Contractor shall be afforded an opportunity to be beard and offer evidence in support of its position.The decision of the Executive]director after any such rehearing shall be final and conclusive. The Contractor may,if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H-GAC's final decision. ARTICLE 26:CHOICE OF LAW:VENUE This Agreement shall be governed by the lazes of the State of Texas.Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall he exclusively in Harris County,Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27:ORDER OF PRIORITY In the case of any conflict between or within this Agreement,the following order of priority shall be utilized: 1)General Provisions,2) Special Provisions,3)Scope of Work,and,4)Other Attachments. Page 6 of 7 Cooperative Purchase Page 18 of 43 DocaSign Envelope ID:67144632-A283-41`74-9C16-4C0109CA7481 SIGNATURES: H-GAC and the Contractor have read,agreed,and executed the whole Agreement as of the date first written above,as accepted by: MCM TpoJmeJpgyyLLC as baY{t,f s 11-GAC Do fund by: Signature F7C71]69796A549F... Signal Name Thomas Bartels B2EC77Wfi�d1423. Name Chuck Wemple Title President & CEO Title Executive Director ]late 6/19f2018 Date 6/18/2018 Page 7 of 7 Cooperative Purchase Pagel 9 of 43 OocuSign Envelope I1D:8 71 4 4 83 2-A2B3-4F74-9C16-4C0109CA7461 H-GAC Houston-Galveston Area Council P.O.Box 22777 •355S Timmons •Houston,Texas 77227-2777 Cooperative Agreement-illCM Technology LLC-Plublie Services-18-00066 18-00366 SPECIAL PROVISIONS Incorporated by attachment,as part ofthe whole agreement,H-GAC and the Contractor do,hereby agree to the Special Provisions as follows: ARTICLE 1:BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the F3id/Proposal. ARTICLE 2:END USER AGREEMENTS("EUA") H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the Contractor through this Agreement,and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer,agree to or accept from the END USER,any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA,which shall in each instance,continue pursuant to the EUA's stated terms and duration.Pursuant to the terms of this Agreement,termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS.Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs,surviving termination of this Agreement between H-GAC and Contractor, ARTICLE 3:MOST.FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of`texas,and offers the same or substantially the sane products/services offered to H-GAC on a basis that provides prices,warranties,benefits,and or terms more favorable than those provided to H-GAC,Contractor shall notify H--GAC within ten(10)business days thereafter,and this Agreement shall be deemed to be automatically retroactively amended,to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties,benefits,or terms to H-GAC and its END USER as provided in its most favorable past agreement. I3-GAC shall have the right and option at any time to decline to accept any such change,in which case the amendment,shall be deemed null and void. If Contractor claims that a more favorable price,warranty,benefit, or term that was charged or offered to another entity during the term of this Agreement,does not constitute more favorable treatment,than Contractor shall,within ten(10)business days,notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC,after due consideration of Contractor's written explanation,may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall he automatically amended,effective retroactively,to the effective date of the most favored agreement,to provide the same prices,warranties, Page 1 of 4 Cooperative Purchase Page 20 of 43 DocuSign Envelope ID:67144B32-A2B3-4F74-9C16-4C0109CA74B1 benefits,or terms to H-GAC and the END USER. EXCEPTION.• This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control[example;a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4:PARTY LIABILITY Contractor's total liability under this Agreement,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. Contractor accepts liability to repay,and shall repay upon demand to END USER,any amounts determined by H-GAC,its independent auditors,or any state or federal agency,to have been paid in violation of the terms of this Agreement. ARTICLES:GOVERNING LAW&VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER.order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge,after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC,within thirty(30)calendar days or ten(10) business days after receipt of an END USER's payment,whichever comes first,notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement,including sales to entities without Interlocal Agreements,Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H--GAC reserves the right to take appropriate actions including,but not limited to,Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor.At all times,Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed,and for which compensation was received by Contractor. ARTICLE 7:LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed,to determine terms for any liquidated damages. ARTICLE S:INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a, General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Page 2 of 4 Cooperative Purchase Page 21 of 43 DocuSign Envelope ID:67144832-A2l33-4F74-9C16-4C0109CA74131 Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least$1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid?Proposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession,custody or control. The minimum Single Occurrence limit is$500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit.This insurance may be carried in several ways, e.g. under an Inland Marine policy, as all of Automobile coverage,or under a Garage Keepers policy. In any event.this coverage must be specifically and clearly listed on insurance certificate(s)submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/mouths required to deliver any outsinnding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s)or Service(s)will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by II-CAC, a separate insurance certificate must be submitted for each such party. Q. H-GAC reserves the right to contact insurance undcmritcTs to confirm policy and certificate issuance and document accuracy. ARTICLE 9:PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL,ORDERS H-GAC's contractual requirements DO NOT include a Performance&Payment Bond(PPB);therefore, Conti-actor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPS to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business(10)days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC,in writing,of ANY change in ownership,control, dealership/franchisee status,Motor Vehicle license status,or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in anyway by such change. II-GAC shall have the right to determine whether or not such change is acceptable,and to determine what action shall be warranted,up to and including cancellation of Agreement. ARTICLE 11:TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code.If at any time during this Agreement term,any required Contractor license is denied, revoked,or not renewed,Contractor shall be in default ofthis Agreement,unless the Texas Motor Vehicle Page 3 of 4 Cooperative Purchase Page 22 of 43 ❑ocuSign Envelope ID:67144S32-A2B3-4F74-9C1r-4C9109CA74B1 Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to A-GAC upon request. Page 4 of 4 Cooperative Purchase Page 23 of 43 L)-u Sig.Envelope ID:67144B32-A2B3-4F74-9C I&4C9109CA74B1 Attachment"A" MCM Technulogy LLC 9-1-1 Equipment&Emergency Notification Sotyware and Services Contiuct No.:EC07-18 H-GAC Product Code Item Description Offered Priced MCM403CS-P-X3 Co=SIIOP 360-Perpetual Effective 3/8/2018 $ 14,445.75 MCM403CA-P-XS Com1mASSST 360-Perpetual Effective 3/812018 $ 9,389.74 MCM403QM-P-XS QuartuMastu-Perpetual Stand-Alene Effective 3/8/2018 $ 13,001.19 MCM4030A-QMX8 QuarterMastu-Perpetual Add-On Effective 3/812018 $ 9,005.75 MCM4033L-XS User/Seat License-PcrpetualEfFectivc3/812018 $ 1,275.00 MCh44030Ad3}X8 Radio IDMBmt-PerpetualEffective3/8/2018 $ 4,940.75 MCM4030A-RAMi-XS MCM-Genesis Radio Activity Manager I-Radio Sync Effective 3/Mul3 $ 2,545.75 MCM4030A-RA?vf2XS MCM-Genesis Radio Activity Manager II-Live Monitoring Effective 319/2018 $ 10,195.75 MCM403OA-RAM3 XS MCM-Genesis Radio Activity Manager III-Radio Provisioning Effective 3/8/2018 $ 21,245.75 MCM403OA-WF-XS WoetdlowAcA3 Module-Perpetual Effective 3/8P2018 $ 4,670.75 MCM403OA-WA XS Web Asset Manager-Perpetual Rflective 3/2/2018 $ 5,945.75 MCM403OA-W3L-XS WebAsmtivfanager"SUUpgrade-Perpetual Effective318l2018 $ 1,015,75 lvfCM403OA-SVS-X3 Web Service Request Mgr-Perpetual Effective 319/2018 $ 5,095.75 MCM4030A.-WS-X3 l uII WebSuiw 36D(Asset Mgr+Service Req)-Perpetual Effective 3/8/2018 S 8,281.13 MCM403QM-WEIBXS Quartenmasler Web Portal-Perpetual Effective 3/812018 $ 5,095.75 MCM4030A-SV-XS ShopVlEWEfrective318/2018 S 4,670.75 MCM4030A-RGXS Recurring Charges IvIgmt-Perpewal Effective 31&2018 $ 9,005.75 MUM403OA-MM XS SightM"360-I'crpctual Efrectivc 3/8/2018 S 12,665.00 MCM4030A-CSMS-XS CS Mobile Sync Web Service(sewer)-Perpetual Effective 3812018 $ 2,970.75 MCM403OA-CSML-XS CummSEOP Mobile License(per laptop)-Perpmtal Effective MOWS $ 552.50 MCM403OA-MAAS-XS MAA Mobile Sync Web Service(server)-Perpetual Effective 3/812018 $ 1,695.75 MCM4030A-MAADXS MAA Device License(per handheld)-Perpetual Bffective 3/8/2018 $ 552.50 MCM403OA-QASGN XS Queue Mgr-Perpetual£frectiva N812018 $ 2,545.75 MCIvf403'I'P-P.B-XS )-Burst App Run-Time License-Perpetual Effective 3/812018 13 2,248.25 MCM4030A-1dd-XS ILicanse Expansion(Per add'l dbase)-Perpetual Effective 3/9/2018 $ 12,613.25 SUMCRIP1'ION LICENSING EXTRA SNIALLk Cooperative Purchase Page 24 of 43 oocuSig.Envelope 10.B7144632A283-4F74-9Ci6-4C0109CA7461 MCNT407CS-S-X9 CommSHOp,Subscription per userlper year(includes hosting fee)Effective 3/8/2018 $ 377.20 - MCM407CA-S-XS CommASSET,Subscriptionper user/per year(includes hosting fee)Effective 3/872019 $ 259-99 MCM407QM-S-XS QuarterMaster-Subscription Stand AloneEffective 318a0l9 $ 347.90 MCIvI4070A-QM-XS Quarterlvlaster-Subscription Add-On Effective 3/812018 $ 187.66 MCM407OA-ID XS Radio ID Mgmt-Subscription Effective 3/8/2018 $ 166.92 MCM4070A-RAMI XS MCM-Genesis Radio Activity Manager I-Radio SyncElr'ective 3/8,20I8 $ V.78 MCM4070A-RA1Vn-XS MCM-Genesis Radio Activity Manager II-Live Monitoring Effective 3181201 S $ 351.53 MCM4070A-RAMS-XS MCM Genesis Radio Activity MsnagerIll-Radio Provisioning Effective 3/8/2018 $ 732,61 MCM4070A-%T XS Wurkfluw Alerls Module-Subscription Effective 31V20]8 $ 16L06 MCM4070A-WAXS Web Asset Manager-Subscription Effective3/8/2018 $ 205.03 MCM407OA\VSL-XS Web Asset Manager"SL"Upgrade-SubscriptionfMo Effective NM019 $ 35.03 MCM407OA-SRM-XS Web Service Request Mgr-Subscription Effcctive3/812018 $ 175.72 MCM407OA4VS-XS Full WebSuite 3450(Asset Mgr+Service Req)-Subscription Effective 3/8/2018 $ 285.56 MClYI407QM-WEB-XS Quartermaster Web Portal-Subscription Effective 3/8/2019 $ 175.72 MCM4070A-SV-XS ShopVIEW Effective 318/2018 $ 16L06 MCM4070A-RC-XS Recurring Charges Mgmt-Subscription Effective 3/8/2018 $ 310.54 MCM4070A-SGM XS SightMAP 360-Subscription Effective 3/8/2018 $ 436.72 MCM4 0 7 OA-C S MS-X S CS Mobile Sync Web Service(server)-Subscription Effective 318/2018 $ 102.44 MCM4070AfiSML-XS CommSHOP Mobile License(per laptop)-Subscription Effective 302018 $ 19.05 1V1CM4070A-MMS-X3 MAA Mobile Sync Web Service(server)-Subscription Effective 3/8/2018 $ 'i -47 MCM4070A-MAADXS MAADevice License(per handheld)-Subscription Effective 3/912018 $ 19.05 MCM4070A-QASGN XS Queue Mgr-Subscription Effective 3/8/2018 $ 8778 MCM4070A-EBXS Fs-Burst App Run-Time License-Suh iiption&ffective 318/201 S $ 7153 MCM4070A-LH NS ILicemo Expansion(per add'l dbase)-Subscription Effective 3812013 $ 435.11 PROFESSIONAL SERVICES B1JNDLE EXTRA SMALL): MCM401 CSPSB XS CommSHOP Prof Svcs hvstellatimBundle Effective 318/20I8 $ 15,885.65 MCM401CAPSB-1CS CommASSBTProfSvcs Installation Bundle Effective 3l8/2018 $ 9,893.66 MCM401QW313-XS QuarterMaster Prorsves Installation Bundle-Stand AloneEffective 3/8/2019 $ 14,297.09 MCM401PS-QM-XS QuarterMaster Prof Svcs Installation Bundle-Add-On Effective37812018 $ 4,637.65 MC?v1401ACT-XS cSiIOP&cASSET Hosting Activafion&Sct Up Focs Effective 3182019 S 3,110.75 MCA9402IIFXS Hosting Fees(initial period,for perpetual hcense)Effective NUN]8 $ 84-15 Cooperative Purchase Page 25 of 43 DocuSign Ecvetope ID M44832-AM3-4F74-SC164C0100CA74B1 MCM401P5-IT)-XS Prof Services Bundle for Radio W MgmtlnstallaticnEfiecuve 3/8/2018 $ 2,252.50 1,,lCMI401PS-RAMP XS Prof Services Bundle Aar Xadlu Activity Manager I-Radio Sync Effective 3/8/2018 $ 2,252.'J ProT Services= c orR io__2wtiv0yNIari4crIl Live Menutoring Effective MCM401PS-RAM2 XS 3M/2018 $ 2,252.50 Prof Services Bundle Radio Activity Manager Ul-Radio Provisioning Effective MCvf401PS-RAMSX3 3/8/2018 $ 2,252.5r' MCM401PS-WP-XS Prof Services Bundle for Alerts Mod w/Stock Triggers Effective 3/3/2018 $ 3.120.83 MCM401PS-WA-XS Prof Services Bundle for WebAsset Mgr Installation Effective 3/812013 $ 2,416.13 MCM401 OA-WSLXS Prof Services Bundle for Web Asset Manager"SL"Upgrade Effective 3/8/2018 $ 2,252.50 MCM401 PS-SVS XS Prof Services Bundle far WebService Req Mgr InstallatienEffective 3/8/2018 $ 2,416.'3 ProfServices Bundle forF We Sutle Insla anon(Asset+Service)Effective MCM401PS-WS-XS 3MI2019 $ 3,624.19 MCM401PS-QMW-XS Prof Services Bundle for Quntermsster Web Portal Installation Effective 3/8/2018 $ 2,416.13 M0M4QIPS-3V-XS Prof Services Bundle for Shop VIEW Effective 3/8/2018 $ 1,610.7S MCM401PS-RGXS Prof Services Bundle for Recurring Charges Installation Effective 3/&2018 $ 2,252.50 MCM401PS-SGMXS Prof Services Bundle for Sighavf"360IistallationEffeetive3/912018 $ 906,05 MCM40lPS-C3MS-XS Prof Services Bundle for CommSHOP Mobile Inslaliaticn Effective 3/812018 $ 4,02688 Ruf Services Bundle for Laplop Cun rguratium(bosed on#laptops)Effective MCM4QIPS-05ML XS 3/8/2018 $ 20134 Pre[Services Bundle for MAA Inst(up to 3 HH devices;no travel included)Effective MC1vf401P5-MAAS-XS 131912018 $ 2,013.44 MCM401PS-MAAD-XS jFrcf Services Bundle for each I1H device above 3 Effective 318;2013 $ 201.34 M0vf401P50A-QA3GN-XS Prnf Services Bundle for Quoue Mgr Assignment Effective 3/8/2019 $ 2,601.00 MCM401 P5-T.E-XS lFrof Services Bundle for Database Installation(per Db)Effective N817,018 $ 2,252.50 PERPETUAL,IICENSING I&NIALL1: MCM403CS-P-S CammSI10P 360-Perpetual Effective 3/812018 $ 25,49i75 MCM403CA-P-S CnmmASSET 360-Perpetual Effective 3/8/2018 $ 15,297.45 MCM403QM-P-3 QuartuMmtcr-PeapeWalStand-AloritAffeeLve31312018 $ 22,946.18 MCM4030A-QM3 QuarterMaster-Perpetual Add-Oil Effective 3/812018 $ 9,005.75 MCM403SL-3 UsedSeatLicense-Perpetual Effective 3/8/2018 $ 1,275.00 MCM4030A-ID-S Radio m Mgmt-Perpetual Effective 3/8l2018 $ 4,840.75 MCv14030A-RAMI-S MCM-Genesis Radio Activity Manager I-Radio Sync Effective 318/2018 $ 2,545.75 MCM4030A-RAM2-S 1MCM-Genesis Radio Activity Manager 11-Live Monitoring Effective 3/8/2018 $ 10,195.75 Cooperative Purchase Page 26 of 43 Docu5ign Envelope IU:67 1 4 48 3 2-A2B3-4F74-BG7&4Ca10aCA74BI MCM4070A-1VSS Full Web&ite 360(Asset Mgr+Service Req)-Subscription Effective 3/8/2018 $ 285.56 MCM407QM-WEB-3 Quartermaster Web Portal-Subscription Effective 3/8/2019 $ 175.72 MCM407OA-SV-S Shop VIEW Effective31812018 $ 161.06 MCM4070A RC-S Recti ring ChargesMgmt-Subscription Effective 3/8/2018 $ 310.54 MCM4070A-SGM-S SightMAP 360-Subscription Effective 318/2018 $ 436.72 MCM407OA-CSMS-S CS Mobile Sync Web Service(server)—Subscription Effective 31K20I8 $ 102.44 MCM4070A-CSML-3 Comm SHOP Mobile License(per laptop)-Subscription Effective 318/2018 $ 19.05 M 1407OA-MAA3-S MAA Mobile Sync Web Service(server)-Subscription,Effective3/812018 $ 58A7 MCM4070A-MAAD-S MAADevice License(per handheld)-Subscription Effective 3l8/2018 $ 1905. MCM4070A-QASUN-S Queue Mgr-Subscription Effective31912018 $ 87,79 MCM4070A-EB-19 E-BurstApp Run-Time License-Subscription Effective 3l812018 $ 77.53 MCM4070A-L&S License RKpansion(per addl dbase)-Subscription Effective 31812018 $ 435.11 PROMSIOYAL SERRVICYS BUNDLES f5MALL1: MCM401CSPSB-S CommsHOP Prof Svcs Installaticm Bundle Effective 318I2018 $ 39,714.13 MCM401CAPSB-S CommASSET Prof Svcs Installation Bundle Effoctive 3/8/2018 $ 24,734.15 MCIv1401Q1vIPSB-S QuarterMasterProfSWcslnstallationBwrdle-Stand-AloneHffective31812028 $ 35,742.71 MCM461PS-QM-S QuarterblasterProfSvcsInstallationBundle-Add-On Effective31812018 $ 6,183-54 MCM401 ACC-S cSIIOP&cASSRT Hosting Activation&Set Up Fees Effective 3/8/2019 $ 3,140-75 MCM4021IF-S Hosting Fees(initial period,for perpeturtl license)Effective 318/2018 $ 94.15 MCM401PS ID S Prof Services Bundle for Radio ID Mgmt Installation Effective 318t2018 $ 2,252.50 MCM401PS-RAMl-S Prof Services Bundle for Radio Activity Manager I-RadioSync Effective 3/812019 $ 2,252.50 Prof Services Bundle for Radio Activity Manager II-Live Monitoring Effective MCM401PS-RAM2-3 31 OIR $ 2,252.50 Prof Services Bundle Radio Activity Manager III-Radio Provisioning Effective MCM401PS-RAM3-S 3M/2018 $ 2,25250 MCM401PS-WF-S Prof Services Bundle for Alerts Mod w/Stack Triggers Effective 31W2018 $ 3,I20.83 MCM40IP8-WA-S Prof Services Bundle for WebAsset Mgr Installation Effective 3/8/2018 $ 2,416.13 MCM401OA-IVSL-S Prof Services Bundle for Web Asset Manager"SL"Upgrade Effective 3/8/2018 $ 2,252.50 D4CM401P5-SVS-S Prof Services Bundle for WcbServiccReq Mgr Installation Effective 3/812018 $ 2,416.13 Prof Services Bundle for Full WebSuite Tnslallatien(Asset+Service)Effective MCM401PS-WS-S 3M/2018 $ 3,624.19 MCM401PSQMW-S Prof Services Bundle for Quatermaster Web Portal Installation Effective 3/8l2018 $ 2,416.13 MCM401P5-SV-S Prof Services Bundle for ShopVIEW Effective 3/8/2018 IS 1,610.75 Cooperative Purchase Page 27 of 43 oacuSign Envelope ID:67144532.A2M-4F74-9016-40010GCA74B1 MCM401PS-RC-S Prof Services Bundlc for kecurrhrg Grerges Installation Effective 3/8/2018 $ 2,252.50 MCM401PS-SGM-S Prof Services Bundle for SightMAP 360Installation Effective 3/8/2018 $ 906.05 MCM401PS-CSMS-S Prof Services Bundle for Comm SHOP Mobile Inslallaliun Efreclive 3/812018 $ 4,02688 Pyof Services Bundle for Laptop Configurations(based on 9 laptops)E eetive MCM401PS-CSML-S 318/2019 $ 20134 Pro Services B e er IvLAA Inst up to 3 HHdevices;no travel included)Ettective MCM40IP5-MAAS-3 318/2019 $ 2,013.44 MCM401PS-MAAU-S Proi Scrviccs Bundle for each PRI device above 3 Effective 3/8/201 S $ 201.34 MCM40]PSOA-QASC'ai4-$ Prof Scrviccs Bundle for Queue Mgr Ass4paneat Effective 3/8/2018 $ 2,601.00 MCIv£40IPS-LE-S Prof Services%idle for Database Installation(per Bb)Effective VNP20I S Is 2,252.50 PRRPE-I'UAL LICENSING Mw— Ml: MCM403CS-P-M CommSIIOP 360-Perpetual Effective V8/20)8 $ 35,695.75 MCNAOCA-P-]v] CommASSTsT 360-Perpetual Effective 3/8120i8 $ 21,417.45 MCM403Q10-P-M Quarkrlvfaster-Perpetual Stand-Alone Effective 319/2018 $ 32,126.18 MClYI4030A-QM-M Quartermaster-Perpetual Add-OnECI'ective3/812018 $ 11,215.75 MCIA403SL-M UserlSeatLicense-Perpetual Effective 319/2018 $ 1,275.00 MCM403CA-ID-M Radio IDMgmt-Perpetual Effective318f2018 $ 6,88(.75 MC1v1403CA-RAMl-M MCM Genesis Radio Activity Manager l-Radio Sync Effective 3182018 $ 4,245.75 MCM403OA-RAM-M NICM Genesis Radio Activity Manager lI-Live Monitoring Etrective 3/8/2013 $ 12,745.75 MCM403OA-RAMS-M MCM-Genesis Radio Activity Manager l.11-Radio provisioning Effective 3182018 $ 25,495,75 MCM4030A-WF-M Wuddlow Alerts Module-Perpetual Effective 3/8/2018 3 7,220,75 MCM4030A-WA-M Web Asset Mapaget-Perpetual Effectivu3/8/201S $ 8,493,75 MC,%44030A-WSL-M Web Asset lvlanager"SU Upgrade-Perpetual Effective 3812019 $ 1,270.75 MC:M403OA-S VS-M Web Service Request Mgr-Perpetual Effective 3/8/201 S $ 6,795,75 MCM4030A-WS-M Full WebSuite 360(Asset Mgr+Service Req)-Perpetual Effective V 2018 $ 11,465_63 MCM403QM-WE1bM Quartermaster Web Portal-Perpetual Effective 318P2013 $ 6,795.75 MCM4030A-SV-M ShopVTEW Effective 3BI2018 $ 7,220.75 MCM4030A-RC-M Recurring Charges Nfgmt-Perpetual Effective 31g/2018 $ 11,215.75 MCM4030A-9GM-M SigbtMAP 360-Perpetual Effective 318I2018 $ 16,490.00 MCM4030A-CSMS-M CS Mobile Sync Web Scn ice(server)-Perpetual Effective 3/8/2018 $ 5,520.75 MCM403OA-C2ML-M CommSHOP Mobile License(per laptop)-Perpmwl Effective 3/812018 $ 552.50 MCI%44030A-MAA3-M MAA Mobile S}mc Web Service(server)-Perpetual Eitectivc 3/MOI8 $ 1,695.75 MCM403OA-MAAD-K4 IMAA Device License(per handheld)-Perpetual Effective 3f812018 Is 552.50 Cooperative Purchase Page 28 of 43 OecuSign Envelope ID:87 1 4 483 2-A283-4R4-9C113-4C6109GA74a1 NICM403OA-QASGNM Queue Mgr-Perpetual Effective318/701& $ 2,545.75 MCM403TP-EB-M E-Burst App Run-Time License-Perpetual Effective 3/8/2018 $ 2,715.75 MCM403OALF-NI Licerme Expansion(per add'I dbase)-Perpetual Effective 3IV2018 S 15,890.75 SU14SCRPTIONLICENSUgGr NO-U-m MCM407CS-S-M Comm SHOP,Subscription per user/peryear(includes hosting fee)Effective 318/2018 $ 289.30 MCM407CA-S-M C rrnmASSET,Subscriptionperuser/peryear(includes hosting Fee)Effective 3/8/2018 $ 207.24 MCIA407QD4-S-M QuarterMaster-Subscription Stand-Alone Effective3/8f2018 $ 268.78 MCM407OA-QMM QuarteMaster-Subscription AddOnEffective3/8/2018 $ 148.61 MCM407OA-ID-M Radio ID Mgmt-Subscription Effective 3/8/2018 $ 237.27 MCM407QA-kAivfl-M MCM-Genesis Radio Activity Manager I-Radio Sync Effective 3/8/20I8 $ 146.41 1vlCM407OA-RAM2-M MCM-Cencsis Radio Activity Manager H-Live Monitoring Effective 3/8/2018 S 439.51 MCM407OA-RANG-M MCM Crenesis Radio Activity Manager W-Radio Provisioning Effective 319/2018 $ 879A 6 MCM407OA 1VF-M Workflow Alerts Module-Subscription Effective 3/e/2018 $ 248.99 MCM407OA-WA-M Web Asset Manager-Subscription Effective 318MI8 $ 292.96 MCM407OA-WSL-M Web Asset Manager"SU Upgrade-Suhscription/Mo Effective 3/MOI9 $ 43.82 lafCM4070A—SRM-M Web Service Request Mgr-Subscription Effective3/8/2018 $ 234.34 MCNI4070A-WS-M Full WeMuite 360(Asset Mgr+Service Req)-Subscription Effective 3/812019 $ 395.47 MCM407QM-WEB-M Quartamaslcr Web Portal-Subscription Effective 318/2018 $ 234.34 MCM407OA-SV-M 13hupVIEW Effective 3/9/2018 $ 248.99 MCM407OA RC-M Recurring Charges Mgmt-Subscription Effective 3/SMI8 S 386.75 MC1vI4070A-SGM-M SightMAP 360-Subscription Effective 318/2018 $ 568-62 MC:Ivf407OA-CSM3--M CS Mobile Sync Web Service(server)-Subscription Effective 31nOl8 $ 190.37 MCM407OA-CSMI.M ClommSHOP Mobile License(per laptop)-Subscription Effective 3/8/2018 $ 19,0 MCM407OA-MAA3-M MAA Mobile Sync Web Service(server)-Subscriptim Effective 318/20I8 $ 53.47 MCM407OA-MAAD-M MA A Device License(per handheld)-Subscription Effective 3/812018 $ 19.05 MCM407OA-QASGN-Ivf Queue Mgr-Subscription Effective 3/8/2018 $ 87.78 MCM4070A-FP M F-Burst App Run-Time License-Subscription Effective 3/B/2018 $ 93.65 MCM407OA-LE-M License Expansion(per add'1 dbase)-Subscription Effective 3/8/2018 13 547.96 PROFESSIONAL SERVICES BUNDLES(hIQ U_M_1: MCNI401 CSPSB-M jCo=SHOP Prof Svcs Installation Bundle 13ffeetive 3/8l2O18 1$ 58,322.75 Cooperative Purchase Page 29 of 43 oncuSign Envelope III_37 1 4 48 3 2-A263-4F74-9CI&4C0109CA7461 MUM401CAPSB-M CommASSET Prof SvcsLn tallatienDundle Effective 318/20H $ 30,811.14 MCM401QMPSB-M QuarterMaster Prof Svcs Installation Bundle-Stand-Alone Effective 3/8/2019 $ 52,490.48 MCM401PS-QM-M QuarterMaster Prof Svcs Installation Bundle-Add-On Effective 3/8/2018 $ 7,702.79 MCM401 ACT-M cSHOP&cASSET Hosting Activation&Set Up Focs EfToctive Y812018 s 4,28925 MCM40214F-M Hnsting Fecs(initial period,for perpetual license)Effective 3MI2019 3 94..5 MCM401PS-TD-M Prof Services Bundle for Radio M Mgmt Installation Effective 3/912U 18 $ 2,815,63 MCM401 I'S-RAMI-M Prof Services Bundle for Radio Activity Manager 6 Radio Sync Effective 318/2018 $ 2,8 t5.63 ProfServices Bundle for Radio Activity Manager Il-Live Morutonng Effective MCM401PS-RAM2-M 3/8=18 S 2,813.63 Prof Services Dun a Rs div Activity Manager lU-Rad io Provisioning Effectivc MC1,,1401PS-RAM3-M 3412018 $ 2,813.63 MCM401PS-WF-M Prof Services Bundle for Alerts Mod w/Stock Triggers Effective 31812018 S 3,120.83 MCM401PS-WA-M Prof Services Bundlc for WebAmet Mgr Installation Effcctivc 318/2018 $ 2,416.13 MCM401OA-WS1:M Prof Services Bundle for Web Asset Manager"SL"Upgrade Effective 31812019 $ 2,252.50 MCM401PS-SVS-M Prof Services Bundle for WebServiceReg Mgr LsstallationEffectivc31812018 $ 2,416.13 Prot Scrvrces Bundle for pull WehSwte Installation(Asset I-Service)Effective MC1M401PS-WS-M 3/812018 $ 3,624.19 1ACM401PS-QMA'-M Prof Services Bundle for Quatermastcr Web Portal fnstallaton Effective 3/8/2018 $ 2,416.'3 MCM401P5-3V-M Prof Services Bandlefor.3hopV1EW Effective 3B12019 3 1610.75 MCM401P9-RC-M Prof Services Bundle for Recurring Charges EnstallationEffective 3/812018 $ 2,815.63 MCM401PE-sGM-M Pref Services Bundle for SightMAP 360 installation Effective 3/9/2018 $ 906.05 1vIC1v1401AS-CSN63-M Praf Services Bundle for CommS140P Mobile Installation Effective 3/8/2018 $ 4,026.88 Prot Services Bundle.for Laptop Configurations(based on 9 laptops)Effective MCM401P5-CSML-M 3/8/2018 $ 281.56 Piet Services Bundle tot MAA lnst up to 3 HH evroes;no travel included)Effective MClYI401PS-MAAS-M 3/8/2019 $ 2,013.44 MCtv14011>S-1AAAD-M Pcaf Services Bundle fur each HU device above 3 Effective 3/8/2013 $ 201.34 MCM401PSOA-QASGN-M Prof Services Buruiic far Queue Mgr As Effective 31812018 $ 2,60L00 MCM4011IS-LP-M jPrcfSurviues Bundle for Databasc Installation(per Db)Effcctive 3/312018 $ 2,815.63 PERPE.'TUAL G fLARGEI: MC1v1403CS-P-L JC rnmSHOII360-Perpetual Effective 3/812018 15 60,345.75 MCM403CA-P-L jCommAS5TiT360-Perpetual Effective 3/SM18 15 33,190.16 MCM403QM-P-L jQuartcrNT29ter-Perpetual Stand-Alone Effective 3/812018 is 54,311.13 Cooperative Purchase Page 30 of 43 Docu5ign Envelope ID:67144832-A2B3-4F74-BC16-4CUlMCA74a1 MClvf403OA-QM-L QuarterMaster-PerpetualAdd-OnFFfeetive318120M $ 14,658.25 MCM403SL-1, U.eiSeatLicense-Perpetualfiffective3/812018 $ 1,27100 MCM403OA-ID-L Radio WMgmt-Perpetual Effective 3/812019 $ 10,110.75 MCM403OA RAMI-L MCM Genesis Radio Activity Manager I-Radio Sync Effective 3l8/2018 $ 5,945.75 MCM4030A-RAM2-1. MCM Genesis Radio Activity Mariner II-Live Monitoring Effective 3/912018 $ 15,295.75 MCM403OA-RAMS-L MCM Genesis Radio Activity Managerial-Radio Provisioning Effective N8/2018 $ 29,745.75 MCM403OA-WF-L Workflow Alerts Module-Perpetual Effective 318t2018 $ 9,345.75 MCM403OA-WA-1. Web Asset Manager-Perpetun]FiTective3/812018 $ 11,995.75 MCNI403OA-WSL-L Web Asset Manager"SI."Upgrade-Perpetual Effective N912018 $ 1,695.75 MCM403OA-SVS-L Web Service Request Mgr-Perpetual Effective3/812018 $ 10,195.75 N M403OA-WSL Full WebSuiie36D(Asset Mgr+Service Rer)-Perpetu iFMctive3/8/2018 $ 16,56&63 MCM403QM-WEB-L Quartermaster Web Portal-Perpetual Effective318120to $ 10,195.75 MCM403OA-5V-L ShopVIEW Effective 3/8l20IS $ 9,345.75 MCM403OA-RC-L Recurring Charges Mgmt-Perpetual Effective 3/8/2018 $ 14,658.25 1,ACM403OA-SGM-L SightMAP360-PerpetualEffective3/SM]8 $ 25,415.00 MCM403OA-CSMS-L CS Mobile Sync Web Service(server)-Perpetual Hfieefive 3!8/2018 $ 8,071).75 MCM403OA-CSMF,L CommSHOP Mobile License(per laptop)-Perpeutal Effective 3/8/2018 $ 552.50 MCM4030A-MAAS-L MAA Mobile Sync Web Service(server)-Perpetual Effective 3/9/2018 $ 1,695.75 MCM403OA-MAAD-1. MAA Device License(per handheld)-Perpetual Effective 31812018 $ 552.50 MCM403OA-QASGN-L Queue Mgr-Perpetual1}ffeetive3/8ml8 $ 5,095.75 MCM403TP-M-L E-Burst App Rrvr-Time License-Perpetual&ffeetive 3/8/2018 $ 3,565,75 MCM4030A-LE-L Licumu Expmesien(per add'l dbsse)-Perpetual Effective 318/2018 $ 19,545.75 SUMCRIFT11off UCFNSING. U ARGEI, MCM407CS—S-L ComulSHOP,Subscription per user/per year(irrcludes hosting fee)Effective 3MO18 $ 273.32 MC1vf407CA-S-L CammASMT,Subscription per year(includes hosting fee)Effective 3/a/20I8 $ IS8.19 MCM407QM-SL QuarterMaster-Subscription Stand-Alone Effective 3/817019 $ 254.40 1YIC1S'I407OA-QM-L QuarterMatter-Subscription Add-On]affective 3/9/2018 $ 130.10 MCM407OA--ID-L Radio ID Mgmt-Subscription Effective 3/8/2013 $ 348.65 MCM407OA-RAMI-1, MCM-Genesis Radio Activity Manager I-Rndio Sync Effective N912019 $ 205-03 MCM407OA-RAM2-L IMCM Gencsis Radio Activity Manager R-Live Monitoring)affective 3/8/2018 $ 527-44 Cooperative Purchase Page 31 of 43 D.-Sign Envelope ID:37 1 4 48 3 2-A2M-4r74-9C1&4Co109CA7461 MCM407OA-RAM3-L MCM-Genesis Radio Activity Manager BI-Radio Provisioning Effective 3/8/2018 $ I,025.72 MCM407OA-WF-L Workflow Alerts Module-Subscription Effective 3/82018 $ 322.27 MC.M4070A-WA-1, Web Asset Manager-Subscription Effective 318/2018 $ 410.20 MCM4070A-WSL-L Web Asset Manager"SL"Upgrade-Subsu iplionlMo Effective 3/8/2018 $ 59.47 MCM4070ASRM-L Web Service Request Mgr-Subscription Effective 3/81201 S S 351.58 MCM407OA-WS-L Full WebSuite 360(Asset Mgr+Service Req)-SubscriptionEtlective 318/20IS $ 57133 MCM407QM-WE13-1, Quartermaster Web Portal-Subscription Effective 318/2019 S 351,53 MCM407CA-SV-L 3110PVIEWEiDclivoVS/2019 $ 322,27 MCM407CA-RCrI. Recurring Charges Mgmt-Suhscription Hffective 3/Bf2018 $ 505.46 MCM4070A-SUM-L SigIAMAP 360-Subsesiplion Effective 3/8/2018 $ 876.35 MCM4070A-CS&IS-1, CS Mobile Sync Web Service(server)-Subscription Effective 3/8/2018 $ 278.30 MCM4070A-CSML-L ComInSFOP Mobile License(per laptop)-Subscription Effective 3/8/2018 $ 19.05 NICM407OA-MAAS-L MAA Mobile Sync Web Service(server)-Subscription Effective 3/8/2018 $ 58.47 MCFvf407OA-], A -L j1vIAA➢evice License(per Inmdheld)-Subscription Effective 3/912018 is 19.05 MCM4070A-WGN L jQwua M6T-Subscription Effective 3/812018 Is 175.72 MCM407OA-ED-L E-IlurstApp Run-Time License-Subscription Effective 3/912018 is 122.96 MCM407OA-1,E-L ILimnse Expansion(per add'I dbase)-Subscription Effective 3/912018 $ 673.99 PROFFN%IONAL SF.RV[CFS SUIVOLE MCM40iC9PSB-1, Con1mSHOPPmfSvcsInstallntion Bundle Effective 3/8/2018 $ 68,977.63 MCM401C.AIISB-L CommASSLE Prof Svcs lnstallahon Bundle Etfective 3/8/2019 $ 40,699.50 MCM40IQ1vFPSB-L QuarterMaster Prof Svcs installation Bundle-Stand-Alone Effective 3/&/2019 $ 61,999.86 MCM401PS-QM-L QuarterZ,&sterProfSmInstallationBundle.-Add-On Mctive3/Sf2018 $ 10,172.38 MCIvA01ACT-L cSHOP&cASSET Hosting Activation&Set Up Fees Effective 31W2018 $ 5,945.75 MCM4C2HF-L Hosting Fees(initial period,for perpetual license)Effective 3/8/2013 $ 84.15 MCNACIPS-ID-L nof Servivcs Bundle for Radio ID IvIgmt Installation Effective 3/812018— $ 3,941.SS MCM401PS-RAMI-L Prof Services Bundle for Radio Activity Manager I-Radio Sync Effective 3/8/2018 $ 3,941.88 ProfServices Bundle for Radio Activity Manager II-Live MorutermgE active MCM401PS-RAM2-L 31NMIS $ 3,941.88 Prnf Services Bundle Radio Activity Manager IB-Radio Provisioning 5ffective MCM401PS-RAMS-1, 3/812018 $ 3,941.88 MOM401PS-WF-L Prof Services Bundle for Alerts Mad W/Stock Triggers Effective 3/82018 $ 3,I20.83 MCM401PS-WA L Prof Services Bundle for WebAsset Mgr Installation Effective 3/8P2018 $ 2,416.13 Cooperative Purchase Page 32 of 43 oacus5un Envelope lo_a1144832-A2B3-4F74-9C16-4C010SCA74BI MCM401 OA4WSL-L Prof Services Bundle for Web Asset Manager"SL"Upgrade Effective 316l2018 $ 2,252.50 MCM40lPS-SVS-L Prof Services Bundle for Web Service Reg Mgr Installation Effective 3/812018 $ 2.416.13 ProfScfficeBursile fdFull We Suitelnsta tien(Asset+Service)Effective MCM401PS-WS-L 3/812018 $ 3,624.19 MCM401PS-QMW-L Prof Services Bundle for Quaterm sister Web Portal Installation Effective 3/8/2018 $ 2,416.13 MC1vl401PS-SV-L Prof Services Bundle for ShopVIEW Effective 302018 $ 1,610J5 MCM401PS-RC-L Prof Scrviccs Bundle for Rearaxing Charges InstallaiionEffective 3/8/2019 $ 3,941.88 MC1vf401P5-8GM L Prof Services Bundle for SighUAAP3601nstallz6onEffective 3/9/2019 $ 906.05 MCM401PS-CSMS-L Prof Scrvices Bundle for CommSHOPMobile Installatim Effective 3JS12018 $ 4,026.88 Prof Services Bundle for Laptop Confrgurations(base on. aplops)Effective MCM401PS-CSML-L 3/812018 $ 281.56 ProfServices Bundle for MAA Inst up to 3 RH dcvices;rro tmvel me )E ectrve MCM401PS-IvIAAS-L 3/8/2019 $ 2,013.44 MC141401PS-MAAD-L Pro£Services Bundle for eachHH device above 3 Effective 318/2018 $ 201.34 MCM401PSOA-QASGN-L Prof Scrvices Bundle for Queue Mgr Assignment Effective 3/8/2018 $ 2,601.00 MCM401PS-L&L Prof Services Bundle for Database Installation(per Dh)Infective 3/312018 $ 3,941.88 fiN 1,1TUENTATION SERVICFS: IvICM401PS-PIl Org Dynamics for Enterp Consolidation Effective 378MI8 $ 1,610.75 MCM401PS-P12 Org Dynamics far Enterp Expansion Effective 3/912019 $ 1,610.75 MCIA401PS-1`I3 Disaster Ptann»n&Response&Recoveryfiffective 3182018 $ 1,610.75 MCM401PS-P14 Business Analysis&Review of Systems(BARS)Effective 3/8/2018 $ 1,610-75 MCM401PS-PI5 Effective Asset ManagementUtilizalion Effective 31812019 $ 1,610.75 MCM401PS-PI6 rntmirganizatiomlProcess&Strategy Effective 3I812018 $ 1,610.75 MCM401PS-PI7 Business Review&Assesment,Processes Effective 3182018 $ 1,610.75 MCM401PS-PI8 lBusiness Review&Assesment,Personnel Effective 3ISl2018 $ 1,610.75 NON-BURDLED INIPLINIENTATION SF.RVICR.S: MCM401PS-ISl Data Conversion Effective 31812018 $ 1,6IO.75 1,,fCM4O1PS-IS2 Database Configuration Effective 3/9/2018 IS 1,610.75 MCM401P5-IS3 jimstallatim Services Effective31MOZ8 1$ 1,610.75 MCM401PS-IS4 project Managemcal,Operational Effective 302018 Is 1,610.75 MCM401PS-IS5 11roject Management,Executive Effective 3187201E Is 1,61075 Cooperative Purchase Page 33 of 43 DocuSign Envelope ID:9C09DC22-91F3-4708-8904-1449C81EA33D HOUSTON-GALVESTON AREA COUNCIL October 22,2019 Mr.Murray Shaw Vice President of Sales MCM Technology LLC 3510 Van Road, Suite 105 Birmingham,AL 35235 RE:Contract Changes on Contract EC07-18 for the Supply of 9-1-1 Equipment&Emergency Notification Software and Services. Dear Mr.Shaw: The Houston-Galveston Area Council has reviewed your request for contract changes in the above referenced contact(see attachments). We have determined that the changes are reasonable and conform to the provisions of the contract.Therefore,the request is approved. Sincerely, oo�vsaeaa by: C 0 AIL U_�s o3e4000 IMF2433... Ronnie O.Barnes Director of Public Services ROB/yf Enclosures Mailing Address Physical Address PO Box 22777 3555 Timmons Lane,Sufle 120 Houston,Texas 77227-2777 Houston,Texas 770ZI Phone 713-627-3260 Phone 713-627-3200 Cooperative Purchase Page 34 of 43 Docubign Envelope ID:9C09DC22-91F3-4708-8904-1449C89EA63D Date: October 22,2419 To: Brian Menzel From: Bill Burton RE: Contract Change Request MCM Technology LLC—Contract 9EC07-18 MCM Technology LLC, in correspondence of October 21, 2019 has requested their contract be amended to reflect product updates published October 2019. Staff has reviewed the request and determined it to be in accordance with applicable contract requirements. This request represents a product listing update only. There is no price increase. Approval is recommended. Please advise if and when request is approved so that we may advise appropriate staff and arrange for website update. WEB Attachments Cooperative Purchase Page 35 of 43 DocuSPgn Fnvelope ID:9009DC22-91F3-470a-0904-1449CB1FA63D Burlon, William From: Murray Shaw amurray.shaw@mcmtechnology.com> Sent: Monday,October 21,2019 9:36 AM To: Burton,William;Levy,Beverly Cc: Jamie Lebeau;Stacie Strawbridge Subject: Requested change to Mcmtech pricing catalog for EC07-18 Attachments: Revised HGAG Pricing Catalogue-FORMS D&E_10-21-19.xlsx Importance: High [AtfflttiN!This message cidgln=ed outside aF H-,AC Please do not lids links aropen attachments unless you retogr&43 the source and know the rarrtent is safe_Report any suspioous email using the F hLsh Alert button. Hi,Mr.Burton and Mrs.Levy. On behalf of MCM Technology,LLC{Mcmtech),I would like to request a small price change for our contract EC07-18. I've attached the pricing forms that were approved in October 2018 and included the minor adjustments. At the bottom of"Farm D—Revised with Motion"of the attached file,you'll notice two requested changes highlighted in Yellow: 1. Part number change—I'd like to change the part number for the Add']Travel charge per day to line it up with our part number scheme for the other services offered_ The pricing will not change. 2. I'd like to add a new line item to our price catalog for Support&Maintenance. This part is quoted with every new project we quote,and will also be quoted as a stand-alone line item for customers who are renewing their Support&Maintenance contract with us on an annual basis. a. This part number does not have a set price point. It's based on 20%of the total perpetual software that each customer has purchased(over time),therefore the pricing for each customer may vary. b. For a new project/customer,it will be easy to calculate this 20%based on the software quoted on the same proposal price sheet. c. For an existing client,the percentage would have been calculated over time as they've purchased software and the 20%calculation has been applied to all previous software purchases_ We have two customers who are currently hoping to renew their Support&Maintenance with Mcmtech through H-GAC —Denton County,TX and Williamson County,TX. Please let me know how long it will take to review/approve this price catalog change so we can inform the customer of the timeline. Thank you! Murray Shaw Vice President of Sales 205-937-0950 m u rray.sha_wp?me mtech nology-.coni www.r ncrttech nolog y.corn 1-877-626-6157 1 Cooperative Purchase Page 36 of 43 DocuSign Envelope ID:9C09DC22-91F3-470&8904-1449CB1EA63D Revised Product Catalogue&Pricing No.EC07-18 Effective October 1, 2019 Product Code Description Price PERPETUAL LICENSING(XTRA SMALL): 4031-MO--CA-XS CommASSET powered by Motiondeck $ 12,750.00 4031-MO-CS-XS CommSHOP powered by Motiondeck $ 21,250.00 4031-MO-TRACK-XS Motiontrack $ 12,750.00 4031-MO-360-XS Motion360 $ 21,250.00 4031-MO-UP-CA-XS Upgrade to CommASSET powered by Motiondeck $ 6,375.00 4031-MO-UP-CS-XS Upgrade to CommSHOP powered by Motiondeck $ 8,500.00 4031-MO-CU-XS Core User License $ 1,275.00 4031-MO-LU-XS Light User License $ 191.25 4031-MO--ALUP-XS Asset Light User Page $ 1,275.00 4031-MO-SRLUP-X5 Service Request Light User Page $ 1,275.00 4031-MO-CD-XS Custom Application Development(price/hour) $ 318.75 4031-MO-CLM-XS Quartermaster $ 6,375.00 4031-MO-QMLU-XS QM Light User $ 255.00 4031-MO-QMLUP-XS Quartermaster Light User Request Page $ 1,275.00 4031-MO-RAM-XS Radio Activity Manager(PMI Integration) $ 21,250.00 4031-MO-REC-XS Recurring Charges $ 6,375.00 4031-MO-EX-XS PDF Explode Application $ 850.00 4031-MO-RRRW-XS R&R Report Works-Single User License $ 425.00 SUBSCRIPTION LICENSING(XTRASMALL : 4071-MO-CA-XS CommASSET powered by Motiondeck (per user/per month) 170.00 4071-MO-CS-XS CommSHOP powered by Motiondeck (per user/per month) $ 255.00 4071-MO-TRACK-XS Motiontrack (per user/per month) $ 170.00 4071-MO-360-XS Motion360(per user/per month) $ 255.00 4071-MO-ALU-XS Asset Light User $ 85.00 4071-MO-SRLU-XS Service Request Light User $ 85.00 4071-MO-LU-2-XS Asset&Service Request Light User $ 127.50 4071--MO--CD-XS Custom Appliction Development(per hour) $ 170.00 4071-MO-REC-XS Recurring Charges(per month) $ 148.75 4071-MO-QM-XS Quartermaster(per month) $ 148.75 4071-MO-QMLU-XS lQuartermaster Light User $ 127.50 PROFESSIONAL SERVICES BUNDLES(XTRA SMALL): 4011-MO-CA-PSB-XS CommASSET Prof Svcs Installation Bundle $ 10,625.00 4011-MO-CS-PSB-XS CommSHOP Prof Svcs Installation Bundle $ 15,300.00 4011-MO-TRACK-PS13-XS Motiontrack Prof Svcs Installation Bundle $ 10,625.00 Cooperative Purchase Page 37 of 43 DocuSign Envelope Id:&C09[JC22-91 F3-4708-8904-1449 CBI EAB3❑ 4011-MO-360-PSB-XS Motion360 Prof Svcs Installation Bundle $ 15,300.00 4011-MO-LU-PSB-XS Light User Page Prof Svcs Installation Bundle $ 1,487.50 4011-MO-RAM-PSB-XS Radio Activity Manager Professional Svcs Install Bundle $ 4,462.50 4011-MO-REC-PSB-XS Recurring Charges Prof Svcs Installation Bundle $ 2,975.00 4011-MO-QM-PSB-XS QuarterMaster Prof Svcs Installation Bundle $ 2,975.00 4011-MO-UP-CA-PSB-XS Prof Svcs to upgrade to CommASSET powered by Motiondec $ 7,437.50 4011-MO-UP-CS-PSB-XS Prof Svcs to upgrade to CommSHOP powered by Motiondeck $ 10,412.50 PERPETUAL LICENSING (SMALL): 4031--MO-CA-S CommASSET powered by Motiondeck $ 21,250.00 4031-MO-CS-S CommSHOP powered by Motiondeck $ 34,000.00 4031-MO7TRACK-S Motiontrack $ 17,000.00 4031-MO-360-S Motion360 $ 29,750.00 4031-MO-UP-CA-S Upgrade to CommASSET powered by Motiondeck $ 8,500.00 4031-MO-UP-CS-S Upgrade to CommSHOP powered by Motiondeck $ 12,750.00 4031-MO-CU-5 Core User License $ 1,275.00 4031-MO-LU-S Light User License $ 170.00 4031-MO-ALUP-S Asset Light User Page $ 1,700.00 4031-MO-SRLUP-5 Service Request Light User Page $ 1,700.00 4031-MO-CD-S Custom Application Development(price/hour) $ 318.75 4031-MO-QM-S Quartermaster $ 8,500.00 4031-MO-QMLU-S QM Light User $ 212.50 4031-MO-QMLUP-S Quartermaster Light User Request Page $ 1,700.00 4031-MO-RAM-S Radio Activity Manager(PMI Integration) $ 25,500.00 4031-MO-REC-S Recurring Charges $ 8,500.00 4031-MO-FX-S PDF Explode Application $ 1,275.00 4031-MO-RRRW-S R&R Report Works-Single User License $ 425.00 SUBSCRIPTION LICENSING(SMALL)- 4071-MO-CA-S CommASSET powered by Motiondeck (peruser/per month) $ 145.75 4071-MO-05-5 CommSHOP powered by Motiondeck (per user/per month) $ 233.75 4071-MO-TRACK-S Motiontrack (per user/per month) $ 148.75 4071-MO-360-S Motion360(per user/per month) $ 233.75 4071-MO-ALU-S Asset Light User $ 63.75 4071-MO-SRLU-5 Service Request Light User $ 63.75 4071-MO-LU-2-S Asset&Service Request Light User $ 97.75 4071-MO-CD-S Custom Appliction Development(per hour) $ 170.00 4071-MO-REDS Recurring Charges(per month) $ 170.00 4071-MO-QM-S Quartermaster(per month) $ 170.00 4071-MO-QMLU-5 Quartermaster Light User $ 97.75 PROFESSIONAL SERVICES BUNDLES(SMALL}: 4011-MO-CA-PSB-S CommASSET Prof Svcs Installation Bundle $ 25,500.00 4011-M0-CS-PSB-S CommSH0P Prof Svcs Installation Bundle $ 34,000.00 4011-MO-TRACK-PSB-5 Motiontrack Prof Svcs Installation Bundle $ 25,500,00 4011-�MO--360--PSB-5 Motion360 Prof Svcs Installation Bundle $ 34,000.00 Cooperative Purchase Page 38 of 43 DocuSign Envelope fD:9C09DC22-91F3-4708-B904-1449CB1EA63D 4011-MO-LU-PSB-5 Light User Page Prof Svcs Installation Bundle $ 1,487.50 4011-MO-RAM-PSB-S Radio Activity Manager Professional Svcs Install Bundle $ 4,462.50 4011-MO-RFC-PSB-S Recurring Charges Prof Svcs Installation Bundle $ 2,975.00 4011-MO-QVI-PSB-S QuarterMaster Prof Svcs Installation Bundle $ 2,975.00 4011-MO-UP-CA-PSB-S Prof Svcs to upgrade to CommASSET powered by Motiondecl 10,412.50 4011-MO-UP-CS-PSB-S Prof Svcs to upgrade to CommSHOP powered by Motiondeck $ 14,875.00 PERPETUAL LICENSING(MEDIUMI. 4031-MO-CA-M CommASSET powered by Motiondeck $ 34,000.00 4031 MO-CS-M CommSHOP powered by Motiondeck $ 46,750.00 4031-MO-TRACK-M Motiontrack $ 29,750.00 4031-MO-360--M Motion360 $ 42,500.00 4031--MO-UP-CA-M Upgrade to CommASSET powered by Motiondeck $ 10,625.00 4031-MO-UP-CS-M Upgrade to CommSHOP powered by Motiondeck $ 14,875.00 4031-MO-CU-M Core User License $ 1,275,00 4031-MO-LU-M Light User License $ 148.75 4031-MO-ALUP-M Asset Light User Page $ 2,125.00 4031-MO-SRLUP-M Service Request Light User Page $ 2,125.00 4031-MO-CD-M Custom Application Development(price/hour) $ 318.75 4031-MO-QM--M Quartermaster $ 10,625.00 4031-MO-QMLU-M QM Light User $ 170.00 4031-MO-QMLUP-M Quartermaster Light User Request Page $ 2,125.00 4031-MO-RAM-M Radio Activity Manager(PMI Integration) $ 29,750.00 4031-MO-REC-M Recurring Charges $ 10,625,00 4031-MO-EX-M PDF Explode Application $ 1,700.00 4031-MO-RRRW-M 1R&R Report Works-Single User License $ 425.00 SUBSCRIPTION LICENSING(MEDIUM 4071--MO-CA-M CommASSET powered by Motiondeck (per user/per month) 127.50 4071-MO-CS-M CommSHOP powered by Motiondeck (peruser/per month) $ 212.50 4071-MO-TRACK-M Motiontrack (per user/per month) $ 127.50 4071-MO-360-M Motion360(per user/per month) $ 212.50 4071-MO-ALU-M Asset Light User $ 63.75 4071-MO-SRLU-M Service Request Light User $ 63.75 4071-MO-LU-2-M Asset&Service Request Light User $ 97.75 4071--MO-CD-M Custom Appliction Development(per hour) $ 170.00 4071-MO-REC-M Recurring Charges(per month) $ 191.25 4071-MO-QM-M lQuartermaster(per month) $ 191.25 4071-MO-QMLU-M lQuartermaster Light User $ 97.75 PROFESSIONAL SERVICES BUNDLES(MEDIUM): 4011-MO-CA-PSB-M CommASSET Prof Svcs Installation Bundle $ 34,000,00 4011-MO-CS-PSB-M CommSHOP Prof Svcs Installation Bundle $ 55,250.00 4011-MO-TRACK--PSB-M Motiontrack Prof Svcs Installation Bundle $ 34,000.00 4011-MO-360-PSB-M Motion360 Prof Svcs Installation Bundle $ 55,250.00 4011-MO-LU-PSB-M Light User Page Prof Svcs Installation Bundle $ 2,975.00 Cooperative Purchase Page 39 of 43 D=Sign Envelope ID:9C09DC22-91F3-4708-8904-1449C31EA63D 4011-MO-RAM-PSB-M Radio Activity Manager Professional Svcs Install Bundle $ 4,462.50 4011-MO-RFC-PSB-M Recurring Charges Prof Svcs Installation Bundle $ 4,250.00 4011-MO-0,M-PSB-M QuarterMaster Prof Svcs Installation Bundle $ 4,250.00 4011-MO-UP-CA-PSB-M Prof Svcs to upgrade to CommASSET powered by Motiondec $ 14,875.00 4011--MO-UP-CS-PS&-M Prof Svcs to upgrade to CommSHOP powered by Motiondeck $ 22,312.50 PERPETUAL LICENSING(LARGE]: 4031-MO-CA-L CommASSET powered by Motiondeck $ 46,750.00 4031-MO-CS-L CommSHOP powered by Motiondeck $ 72,250.00 4031-MO-TRACK-L Motiontrack $ 42,500.00 4031-MO-360--L Motion360 $ 68,000.00 4031-MO-UP-CA-L Upgrade to CommASSET powered by Motiondeck $ 14,025.00 4031-MO-UP-CS-L Upgrade to CommSHOP powered by Motiondeck $ 23,800.00 4031-MO-CU-L Core User License $ 1,275.00 4031-MO-LU-L Light User License $ 127.50 4031-MO-ALUP-L Asset Light User Page $ 2,550.00 4031-MO-SRLUP-L Service Request Light User Page $ 2,550.00 4031-MO-CD-L Custom Application Development(price/hour) $ 318.75 4031-MO-QM-L Quartermaster $ 12,750.00 4031-MO-0,MLU-L QM Light User $ 127.50 4031-MO-QMLUP-L Quartermaster Light User Request Page $ 2,550.00 4031-MO-RAM-L Radio Activity Manager(PMI Integration) $ 34,000.00 4031-MO-REC-L Recurring Charges $ 12,750.00 4031-MO-EX-L PDF Explode Application $ 2,125.00 4031-MO-RRRW-L R&R Report Works-Single User License $ 42-5.00 SUBSCRIPTION LICENSING(LARGE); 4071-MO-CA-L CommASSET powered by Motiondeck (per user/per month) $ 106.25 4071-MO-CS-L CommSHOP powered by Motiondeck (peruser/per month) $ 191,25 4071-MO-TRACK-L Motiontrack (per user/per month) $ 106.25 4071-MO-360-L Motion360(per user/per month) $ 191.25 4071-MO-ALU-L Asset Light User $ 42.50 4071-MO-SRLU-L Service Request Light User $ 42.50 4071-MO-LU-2-L Asset&Service Request Light User $ 63.75 4071-MO-CD-L Custom Appliction Development(per hour) $ 170.00 4071-MO-REC-L Recurring Charges(per month) $ 212.50 4071-MO-0,M-L Quartermaster(per month) $ 212.50 4071-MO-QMLU-L lQuartermaster Light User $ 63.75 PROFESSIONAL SERVICES BUNDLES(LARGE); 4011-MO-CA-PSB-L CommASSET Prof Svcs Installation Bundle $ 42,500.00 4011-MO-CS-PSB-L CommSHOP Prof Svcs Installation Bundle $ 68,000.00 4011-MO-TRACK-PSB-L Motiontrack Prof Svcs Installation Bundle $ 42,500.00 4011-MO-360-PSB-L Motion360 Prof Svcs Installation Bundle $ 68,000.00 4011--MO-LU-PSB-L Light User Page Prof Svcs Installation Bundle $ 4,462.50 4011-MO-RAM-PSB-L Radio Activity Manager Professional Svcs Install Bundle $ 4,462.50 Cooperative Purchase Page 40 of 43 DocuSign Envelope ID:0009DC22-91 F3-4708-8904-1449CB1 EA63D 4011--MO-REC-PSB-L Recurring Charges Prof Svcs Installation Bundle $ 6,375.00 4011-MO-QM-PSB-L QuarterMaster Prof Svcs Installation Bundle $ 6,375.00 4011-MO-UP-CA-PS13-L Prof Svcs to upgrade to CommASSET powered by Motiondecl $ 22,312.50 4011-MO-UP-CS-PSB-L Prof Svcs to upgrade to CommSHOP powered by Motiondeck $ 29,750.00 PERPETUAL LICENSING(ENTERPRISE): 4031-MO-CA-EN CommASSET powered by Motiondeck $ 70,125,00 4031-MO-CS-EN CommSHOP powered by Motiondeck $ 108,375.00 4031-MO-TRACK-EN Motiontrack $ 63,750.00 4031-MO-360-EN Motion360 $ 102,000.00 4031-MO-UP-CA-EN Upgrade to CommASSET powered by Motiondeck $ 21,037.50 4031-MO-UP--CS-EN Upgrade to CommSHOP powered by Motiondeck $ 35,700.00 4031-MO-CU-EN Core User License $ 2,550.00 4031-MO-LU-EN Light User License $ 102.00 4031-MO-ALUP-EN Asset Light User Page $ 3,825,00 4031-MO-SRLUP-EN Service Request Light User Page $ 3,82-5.00 4031-MO-CD--EN Custom Application Development(price/hour) $ 637.50 4031-MO-QM-EN Quartermaster $ 19,125.00 4031-MO-QMLU-EN QM Light User $ 102.00 4031-MO-QMLUP-EN Quartermaster Light User Request Page $ 3,825.00 4031-MO-RAM-EN Radio Activity Manager(PMI Integration) $ 51,000.00 4031-MO-REC-EN Recurring Charges $ 19,125.00 4031-MO-EX-EN PDF Explode Application $ 3,187.50 4031-MO-RRRW-EN R&R Report Works-Single User License $ 850.00 SUBSCRIPTION LICENSING(ENTERPRISE]: 4071-MO-CA-EN CommASSET powered by Motiondeck (per user J per month $ 85.00 4071-MO-CS-EN CommSHOP powered by Motiondeck (peruser/per month) $ 153.00 4071-MO-TRACK-EN Motiontrack (per user/per month) $ 85.00 4071-MO-360-EN Motion360(per user/per month) $ 153.00 4071-MO-ALU-EN Asset Light User $ 34.00 4071-MO-SRLU-EN Service Request Light User $ 34.00 4071-MO-LU-2-EN Asset&Service Request Light User $ 51.00 4071-MO-CD-EN Custom Appliction Development(per hour) $ 340.00 4071-MO-REC-EN Recurring Charges(per month) $ 318.75 4071-MO-QM-EN Quartermaster(per month) $ 318.75 4071-MO-QMLU-EN Quartermaster Light User $ 51.00 PROFESSIONAL SERVICES BUNDLES(ENTERPRISE): 4011-MO-CA-PSB-EN CommASSET Prof Svcs Installation Bundle $ 63,750.00 4011-MO-CS-PSB-EN CommSHOP Prof Svcs Installation Bundle $ 102,000.00 4011-MO-TRACK-PSB-EN Motiontrack Prof Svcs Installation Bundle $ 63,750.00 4011-MO-360-PSB-LN Motion360 Prof Svcs Installation Bundle $ 102,000.00 4011-MO-LU-PSB-EN Light User Page Prof Svcs Installation Bundle $ 6,693.75 4011-MO-RAM-PSB-EN Radio Activity Manager Professional Svcs Install Bundle $ 9,925.00 4011-MO-REC-PSB-EN Recurring Charges Prof Svcs Installation Bundle $ 9,562.50 Cooperative Purchase Page 41 of 43 DocuSign Enve[ope]D:9C09DC22-9l F3-47M6904-1449CBl EA63D 4011-MO-QM-PSB-EN QuarterMaster Prof Svcs Installation Bundle $ 9,562.50 4011-MO-UP-CA-PSB-EN Prof Svcs to upgrade to CommASSET powered by Motiondecl $ 33,469.75 4011--MO-UP-CS-PSB-EN Prof Svcs to upgrade to CommSHOP powered by Motiondeck $ 44,625.00 NON-BUNDLED PROFESSIONAL SERVICES-CHARGE PER DAY XS 5 M L 4011-PS-Pl1 Org Dynamics for Enterp Consolidation $ 1,487.50 4011-PS-PI2 Org Dynamics for Enterp Expansion $ 1,487.50 4011-PS-PI3 Disaster Planning, Response&Recovery $ 1,487.50 4011-PS-PI4 Business Analysis&Review of Systems(BARS) $ 1,487.50 4011-PS-PI5 Effective Asset Management Utilization $ 1,48-1.50 4011-PS-PI6 Interorganizational Process&Strategy $ 1,487.50 4011-PS-PI7 Business Review&Assesment, Processes $ 1,487.50 4011-PS-PIS Business Review&Assesment, Personnel $ 1,487.50 4011-PS-151 Data Conversion $ 1,487.50 4011-PS-IS2 Database Configuration $ 1,487.50 4011-PS-IS3 Installation Services $ 1,487.50 4011-PS-IS4 Project Management,Operational $ 1,487.50 4011-PS-IS5 Project Management,Executive $ 1,487.50 4011-PS-1S6 Project Analysis&Documentation $ 1,487.50 4011-PS-IS7 User Training $ 1,497.50 4011-PS-POI Personnel&Process Re-Engineering $ 1,487.50 40111-PS-P02 Business Process Re-Engineering $ 1,487.50 4011-PS-P03 Executive Leveraging of MCM Solution $ 1,487.50 4021-MO-HF Cloud hosting fees,per user,per month $ 42.50 4011-PS-OT1 Custom Report Creation(per hour) $ 212.50 4011-PS-OT2 Consulting/Professional Services $ 1,487.50 TRAVEL: MCM405TRV Add'I Travel charge per day $ 701.25 NON-BUNDLED PROFESSIONAL SERVICES-CHARGE PER DAY ENTERPRISE 4011-PS-Pll Org Dynamics for Enterp Consolidation $ 2,975.00 4011-PS-PI2 Org Dynamics for Enterp Expansion $ 2,975.00 4011-PS-PI3 Disaster Planning, Response&Recovery $ 2,975.00 4011-PS-P14 Business Analysis&Review of Systems(BARS) $ 2,975.00 4011-PS-PI5 Effective Asset Management Utilization $ 2,975.00 4011-PS-PI6 lnterorganizational Process &Strategy $ 2,975.00 4011-PS-PI7 Business Review&Assesment,Processes $ 2,975.00 4011-PS-P18 Business Review&Assesment,Personnel $ 2,975.00 4011-PS-IS1 Data Conversion $ 2,975.00 4011-PS-152 Database Configuration $ 2,975.00 4011-PSAS3 Installation Services $ 2,975.00 4011-PS-IS4 Project Management,Operational $ 2,975,00 4011-PS-IS5 Project Management, Executive $ 2,975.00 4011-PS-1S6 Project Analysis&Documentation $ 2,975.00 4011-PS-IS7 User Training $ 2,975.00 Cooperative Purchase Page 42 of 43 Docu5ign Fnvelope I1):9C09DO22-91F3-4708-8904-1449CB1EA63D 4011-PS-P01 Personnel&Process Re-Engineering $ 2,975.00 4011-PS-P02 Business Process Re-Engineering $ 2,975.00 4011-PS-P03 Executive Leveraging of MCM Solution $ 2,975.00 4021-MO-HF Cloud hosting fees,per user,per month $ 42.50 4011-PS-OT1 Custom Report Creation(per hour) $ 425.00 4011-PS-OT2 Cons ulting/ProfessionaI Services $ 2,975.00 TRAVEL: +Io.I.1-I,w-IV! Add'I Travel charge per day $ 1,402.50 HARDWARE: MCM406HW-2 Topaz Sig.Gem 1X5, USB, No Back Lite $ 692.75 MCM406HW-3 Isig Capture Run Time License(per user) $ 692,75 SUPPORT&MAINTENANCE: 4031-MO-POA-M Support&Maintenarnce Percent of Total P"iAuhl S6 twang 2096 'dGAC disoaunts tei'i:oftware costs carry through to offer discounted support&m9intenance fees. Cooperative Purchase Page 43 of 43