HomeMy WebLinkAboutContract 53481-R3 DocuSign Envelope ID:F65869ED-DC7B-4190-9EC2-7CBOE5F48772
CSC No.53481-R3
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
November 28, 2022
OnSolve, LLC.
780 West Granada
Ormond Beach, FL 32174
Email: leaal@onsolve.com.
Re: Contract Renewal Notice
Contract No. CSC No. 53481 (the "Contract")
Renewal Term No. 3: February 01, 2023 - January 31, 2024
The above referenced Contract with the City of Fort Worth expires on January 31, 2023
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.goy/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Brenda Ray
Purchasing Manager
Brenda.ray(ab,fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Contract Renewal Page 1 of 5
DocuSign Envelope ID:F65869ED-DC7B-4190-9EC2-7CBOE5F48772
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
v"lhi�'' ensuring all performance and reporting
By. Valeri�Washington(Dec7,202221:53CST) g Y reporting
J requirements.
Name: Valerie Washington
Title: Assistant City Manager Roberf Medford
By: Robert Medford(Nov 30,2022 15:46 CST)
Date: Dec 7,2022 Name: Robert D. Medford
Title: Emergency Management Coord.
APPROVAL RECOMMENDED:
By: Raymond Hill APPROVED AS TO FORM AND
Title: Assistant Fire Chief LEGALITY:
boa� FORra���a00000a�dd
a �
ATTEST: v~o �o--4�d By
o�° ox
00000000o�� Name: Taylor Paris
r ���a��EXASaa
�7�1�12tt2 c1 C7000i'�G IZY
Title: Assistant City Attorney
By: Jannette S.Goodall(Dec 8,2022 13:21 CST)
Name: Jannette Goodall
Title: City Secretary
CONTRACT AUTHORIZATION:
Date Approved:
M&C: CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Contract Renewal Page 2 of 5
DocuSign Envelope ID:F65869ED-DC7B-4190-9EC2-7CBOE5F48772
OnSolve, LLC
Docu Signed by:
By:
t" �
Name: Larry Grimm
Title: Controller
Contract Renewal Page 3 of 5
DocuSign Envelope ID:F65869ED-DC7B-4190-9EC2-7CBOE5F48772
0ON SOLVE'
ORDER FORM
This Order Fans documents the purchase of Subscription Services and other Services being purchased by the
customer listed below('Customer)from OnSalve,LLC ('DnSolve'),and is entered into as of the date the Custorner
signs(the'EffetVve Date').
Initial Term: 1-DO years)commencing on the Service Start Date
Renewal Term: 1-DO yearlsl
Service Start date:February 01,2023
Customer Information Company Name: City of Fort Wor.h,T
Street Address: 200 Texas Street
City,State,Zip,Country. Fort Worth,TX,75102.US
Billing Contact Company Narne: City of Fort Worth,TX
Purchase Order Numbe• Name: 1l Billing Billing Contact
Street Address: 20a Texas Street
City,State,Zip,Gauntry Fort Worth,TX,76102, US
Phone: 817-392-2431
Email: supplierinvoiceaQfortwarthtexas.gov
Primary Contact Name: eletcherJacicson
Nwe:tMs contact wrRbe
setup fn the Servioea as an Tile: Emergency Operations Center Technician
Admfnivrator. Phone: 8173927441
Email: fletcher.jackson@fortworthtexas gov
:t ' r tit
Critical Communications
ItemlDescription Order Term O:y Ann ua I Price*' Term Total
CWeRED otandard Renewal G2t31M023- $25,000.Ga .::000-DO
01f31r2024
CodeRED PrEmium Data 02t[i1=a- 10.00 50.00
O131r2024
CodeREDForeign Language MessaWTranslar: 02J01Q023- 10.00 $0A0
015VM024
CadeRED Weather Warning 02101 Q023- 10.00 y0-00
013M2024
CodeRED(PAWS Ioiegration 02101rA23- S-.CO SO-00
O1GIQ024
CcdeREd Open NatiFication Express(OFiE'i 0201 fi1023- _ = SO.00
01t31fi1a24
OnSatoe Canfidential Page 1 of 2
Contract Renewal Page 4 of 5
DocuSign Envelope ID:F65869ED-DC7B-4190-9EC2-7CBOE5F48772
ItenafBascription OrdlerTerm Qy Ann uaIPrice" Term Total
CoceRED Text To Keyword 02101l2023- 7S'.00 SD=3
01f31F2024
Critical Commenications Subscription fees $95,000-01)
ORO ER TOTAL $96,D00.00
Annual Fees
Year 1 Subscription Fees+NonaZecurring Service Fees 395:DOD.00
"Tire Fees sermrm acoae may iiaw seen rounded-a'No deolmal piams for DIS"PucpMee.P5-rary as;E-n d dmal places may be ptr sent n
trre acftix pace.The btaw for ltea o Ef were calc W,Wr. d u"the aamal prlee,ramerthan[he Fees rtsplayed aurae,anu are me true arru Gr lrg
totals far M order.
All pricing is in US dollars unless otherwise specified
Please Note
■ GaA#GS35FU25M
The Subscription Service above includes the plan and terms set forth in the dDuument previously signed by the
Customer(the Terms'). Except as expressly amended hereby,the Terms shall continue in full farce and effect. In
the event of a conflict betvreen this document and the Terms, this document shall control. Capitalized terms not
defined herein shall have the definitans ascribed to them in the Terms.
City of Fort Worth,TX
By
Fletcher ]ackson
Name:
Title,
Dale:
OnSeve Cc^fidental Page"_.:rF=
Contract Renewal Page 5 of 5
Cr l Y 8FGFt PTA RY
FORT WORTH C ONTMOT NO. 53 qS t
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth,
("City"), a Texas home rule municipal corporation and Onsolve, LLC, a Delaware Limited Liability Company
("Vendor")to purchase CodeREDTM [Mass Notification Services] under a cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative Documents") which shall
be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—Vendor's General Services Administration Contract GS-35F-0253W ("Cooperative
Contract");
3. Schedule C—Statement of Work(SOW)plus any amendments to the SOW
4. Schedule D—Payment Schedule
5. Schedule E—Milestone Acceptance Form
6. Schedule F—Signature Verification Form; and
7. Schedule G—Conflict of Interest Questionnaire.
Schedules A, B, C, D,E,F and G which are attached hereto and incorporated herein, are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the Cooperative
Contract or the SOW, then the Fort Worth Agreement shall control, but only to the extent allowable under the
Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder
shall not exceed Ninety Nine Thousand, Five Hundred Dollars ($99,500.00)per year.
The Coop Purchase shall become effective on February 1, 2020 (the "Effective Date") and shall expire on
January 31, 2021 (the `Expiration Date"), unless terminated earlier in accordance with the provisions of the
Agreement or otherwise extended by the parties. The Coop Purchase may be renewed annually (but NOT
AUTOMATICALLY). Annual renewals shall be a one-year term, each a"Renewal Term," and shall be initiated up
on the City accepting Vendor's renewal terms and pricing. If approved,the City shall provide Vendor with written
notice of its intent to renew at least thirty(30) days prior to the end of each Renewal Term.
The undersigned represents and warrants that he or she has the power and authority to execute this Coop
Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
2p2�
Jai 31 WoR�
rFT.
AL RECORD
COFW_ONSOLVE,LLC_Agreement_2020-2021 CITY
ECR E,rAR,�
CONFIDENTIAL AND PROPRIETARY SECRETARY
ORTH, TX
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Name: Kevin Gun requirements.
Title: Assistant City Manager
Date: I -�/
By:
Approval Recommended: Name:'.�calr Crf�/y/�o�t� /e)00 -
Title: Senior IT Solutions Manager
Approved as to Form and Legality:
By:
Nan Roger A. Wri t
Title Interim IT Solutions Director
By:
Attest: Name: tsis-tant
B. Strong
Title: City orney
Contract Authorization:
By t N/A
Name: Ma Kaye
Title: City Secreta yAj
:. 1
r �. ;
VENDOR: 14 ,
OnSolve, LLC
By: (►
Name: Larry Grimm
Title: Corporate Controller
Date: 01/28/2020
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE A
CITY OF FORT WORTH TERM AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination. Following termination under
this clause by the City, no fees will be refunded.
b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party
must give written notice to the breaching party that describes the breach in reasonable detail. The breaching
party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or
other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated
period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the
breaching party.
C. Fiscal Funding.In the event no funds or insufficient funds are appropriated by City in any
fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and the Agreement
shall terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to
the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with the Agreement up to the effective date of termination. Upon termination of the Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under the Agreement. In the event Vendor has received access to City information or data as a requirement
to perform services hereunder,Vendor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
2. Attorneys' Fees,Penalties, and Liquidated Damages. To the extent the attached Agreement requires
City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount,
City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
3. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws
provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant
County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue
in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall
have no force or effect.
COW_ONSOLVE,LLC Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the
linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked
terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with
any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the
Agreement shall control.If any changes are made to the linked terms and conditions after the date of the Agreement,
such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact
terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby
deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units,"is self-insured and
therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance,
City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby
deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
6. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity.To the extent
the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby
deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability
of Vendor as it relates to IP infringement, data security, Vendor's negligence or willful misconduct, or breach of
Vendor's confidentiality obligations or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense,including the payment of attorney's fees,any claim or action against the City for infringement of any
patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood
that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City
pursuant to this section 9,Vendor shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City
shall have the right, at the City's cost,to fully participate in any and all such settlement, negotiations, or
lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In
the event City,with Vendor's consent, assumes the responsibility for payment of costs and expenses for any
claim or action brought against the City for infringement arising under this Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor shall fully participate and
cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of
any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify the City under this Agreement.If the Deliverable(s),or any part thereof, is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-
infringing, provided that such modification does not materially adversely affect City's authorized use of the
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent
non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all unearned amounts paid to Vendor
by the City, subsequent to which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE
COVERAGE REQUIRED BY CITY.
9. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for
purposes of the Agreement only.
10. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed
that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or
become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which
have been appropriated prior to termination.
11. Public Information. City is a government entity under the laws of the State of Texas and all
documents held or maintained by City are subject to disclosure under the Texas Public Information Act.To the extent
the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and
such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a
request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the
responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this
Addendum shall control.
13. Network Access. N/A - Omitted
14. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing the Employment Eligibility Verification
Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services will be performed by any
Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES,SUBCONTRACTORS,
AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
15. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for goods or services unless the
COFW_ONSOLVE,LLC_Agreement 2020-2021
CONFIDENTIAL AND PROPRIETARY
contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that
Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
16. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment
under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and
records of Vendor involving transactions relating to the Agreement.Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits and such audits will be conducted no more than once per year absent good reason.
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
SCHEDULE B
VENDOR'S GENERAL SERVICES ADMINISTRATION CONTRACT GS-35F-0253W
("COOPERATIVE CONTRACT")
AUTHORIZED
INFORMATION TECHNOLOGY SCHEDULE PRICELIST
GENERAL PURPOSE 0MAERCM INFORbIATION TECHNOLOGY
EQUIPMENT,SOFTWARE AND SERVICES
The wEb-based CodeRED7k sien-ice,from ONSOLVE,LLC,nos designed specifically to enable local government officials to
record,send and track persanalized voice,emmil and ter messages to thousands of citizens in mimntes,as well as to staff members,
students or other internal notification uses.The proprietary mapping technology and patented delitery methods employed by
ONSOLVE,LLC add to the value of this affordable,high-speed notification system that has been in operation since 1998 and is
currently used every day by clients from coast to coast
SPECIAL rrFM NUXIBER I32-02-TERM SOFTWARE LICENSES
Software main enance as a product includes the publishing of bngldefed fixes via patches and updit eslupgrades in function and
technology to maintain the operability and usability of the softare product. It may slso include other no charge support that are
included in the purchase price of the product in the commercial marketplace_ No charge support includes items such as user blogs,
discussion forums,on-line help libraries and FAQs(Frequently Asked Questions),hosted chat moms,and limited telephone,email
and,'or web-based general technical support for user's self diagnostics.
Software main encore as a product does NOT include the creation,design,implementation,integration,etc.of s software package.
These a mnVles are considered software maintenance as a senice.
FSC CLASS 7030-INFORMATION TECHNOLOGY SOFTWARE
Large Scale Computers
Operating System Software
Application Software
Electronic Commerce(EC)Softawe
Utility Software
Common ations Software
Care FinancialMansgetTmen Software
Ancillary Financial Systems Software
Special Physical,Visual,Speech,and Hearing Aid Soft-are
Microcomputers
Operating System Software
Application Software
Electronic Connnerce(EC)Software
Utility Software
Communications Software
Core Financial Management Software
Ancillary Finzw1pt Systems Software
SpedA Physical,Irkutil,Speech,and Hearing Aid Software
General Sertices Administration
Federal Acquisition Sen-ice
Pricelist current through Modification 0021 effective February 27,2018
Products and ordering information in this Authorized FSS Information Technology Schedule Pricehst are also available on the
GSA Advantage!System(httplluww.gsaadtantsge.gov}
ONSOLVE,LLC
780 Ne5f Granada Blvd
Ormond Beach,FL 32174
366-939-0911
www.onsaive_com
Contract Number. GS-5F 0253W
Period Covered by Contract: 2117i2010—2J76i2020
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
Table of Contents
Table of Contents Page 2
Informtion for Ordering activities Pages 3 -8
Terms and Conditions Applicable to Term Sof vare Licenses Pages 9-11
(Special Item 132-32)
USA Comnutment to Promote Small Business Participation Page 12
Procurement Programs
Product Pricing Page 13-16
Page 2
COFW_ONSOLVE,LLC_Agreem-t_2020-2021
CONFIDENTIAL AND PROPRIETARY
LYFORILITION FOR ORDERIlITG ACMTTIES
APPLICABLE TO ALL SPECLAL ITEM NUMBERS
SPEML NOTICE TO AGENCIES: Sman Business Participation
SBA strongly supports the participation of small business concerns in the Federal Acquisition Service.To enhance Small Business
Participation SBA polity allows agencies to include in their procurement base and goals,the dolls value of orders expected to be
placed against the Federal Supply Schedules,and to report accomplishments against these goals.
For orders exceeding the micropurchase threshold FAR 6.404 requires agencies to consider the catalopgxicelists of st least tbme
schedule contractors or consider reasonably available information by using the GSA Advaatage!", on-line shopping service
(wwr•.gsaadvantage.gov).The cata]ogs,pricelists,GSA Advantage!"'and the Federal Acquisition Service Horne Page
(wvrn.fss.gsa.gov)contain information on a broad array ofproducts and services offered by small business concerns.
This information should be used as a tool to assist ordering activities in meeting or exceeding,established small buss goals.It
should also be used as a tool to assist in including small,Small disadvantaged,and women-onved small businesses among those
coasidered when selecting pricelists for a best value determination.
For orders exceeding the micropurchase threshold.customers are to give preference to small business concerns when twxt or more
items at the same delivered price hill satisfy their requirement
L GEOGRAPHIC SCOPE OF CONIMACT:
Dornesttc dvin•a{1 is delivery-within the 4S contiguous states,Alaska,Han-aii.Puerto Rico,Washington,DC,and U.S.TE-ritories.
Domestic delivery also includes a part or consolidation point,within the a6nementioned areas,for orders received from overseas
activities.
Oveminu delit•cn-is delivery to points outide of the 46 contiguous States.Washington,DC,Alaska,Hawaii,Puerto Rico,and U.S.
Territories.
Offera:s are requested to check one of the following boxes:
[ 1 The Geographic Scope of Comma will be domestic and overseas delivery.
[ ] The Geographic Scope of Contract will be overseas delivery only.
[X] The Geographic Scope of Contract will be domestic delivery only.
2. CONTRACTOR'S ORDERING ADDRESS AND PAYIIiETMiT LYFORAiATION:
ONSOLIT,LLC
780 Nest Grxnada Blvd
Ormond Beach,FL 32174
866-939-0911
WWW.onsclvesam
Canrractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written ardus under this
contract. The Contractor and the ordering agency mill use the credit card for dollar amo mts over the micro-ptuclrase threshold
(See GSAR 552232-79 Payment by Credit Card). In addition,bank account information for wire transfer payments will be
shorn an the invoice.
The fallowing telephone number(s)can be used by ordering activities to obtain technical and ar ordering assistance:
866 939 0911
A. LL3 nXrY FOR INJURY OR DA_RiAGE
The Contractor shall not be liable for any injury to ard'er7ng activity personnel or damage to ordering activity property arising from
the use of egmpment maintained by the Contractor,unless such injury or damage is due to the fault or negligence of the
Contractor.
Wage 3
COFW_ONSOLVE,LLC_Agree—t_2020-2021
CONFIDENTIAL AND PROPRIETARY
4_ STATISTICAL DATA FOR GOIT]N'AIENT ORDERING OFFICE COMPLETION OF STANDARD FORM
279:
Black 9:G_Orden'hloMcation Under Federal Schedule
Block 16:Data Universal Numbering System(DUNS)Number:80-123-7293
Black 30:Type of Contractor—B:Other Small Business
Block 31:Woman Owned Small Business-NO
Block 36:ContraCtar's Taxpayer Identification Number(PL*]):59-3579383
4a. CAGE Code: 4T%'V'4
4b. Contractor has registered mitt the Central Contractor Registration Database.
S. FOB:DESTINATION
6. DELS6'ERY SCREDLLE
a- T110 OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of
order(ARO)_as set forth below:
SPECIAL TITr4 NU.DMER DELIS ERY TIME(Days ARO)
13-1-32 30 Days
b. URG=REQUIRENMNT5: Ulien the Federal Supply Schedule contract delivery period does not meet the bona fide
urgent delivery requirements of an ordering activity.Drdermg activities are encouraged,if time permits,to contact the Contractor
for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt.
(Telephonic replies shall be confirmed by the Contractor in writing-) If the Contractor offers an accelerated delivery time
acceptable to the ordering activity,any orders)placed pussmnt to the agreed upon accelerated delivery time frame shall be
delivered wid m this shorter delivery time and m accordance with all other terns and couditiom of the contract
7_ DISCOUNTS: Prices shown are NET Prices;Basic Discounts have been deducted.
a. Prompt Payment: M n-30 days from receipt of invoice or date of acceptance,whichever is later.
b. Quantity 101 u additional discount for quantities in excess of 5 licenses
C. Dollar Volume None
tL Government Educational Institutions Go mrament Educational Institutions are offered the same discounts as all
other Government custamers."
e Other.None
S. TRADE AGREEMENTS ACT OF 1979,as amended:
All items are U.S.made end products,designated country end products,Caribbean Basin,country end products,Canadian end
products,or lfexicaa end products as dedned in the Trade Agreen eats Act of 1979.as amended_
9_ STATEblENT CONCERNING A'bAILAL131=OF EXTORT FACIZZtiG:None
10_ Small Requirements: The mininum dollar value of orders to be issued is f 100.
11_ bLU.Tu�41 I ORDER(All dollar amounts are exclusive of any discount for prompt palment.)
a. The bfaximumu Order value for the following Special Item Numbers(SINS)is$500,000:
Special Item Number I32-32-Term Sore Licenses
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12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS
Ordering activities shall use the ordering procedures of Federal Acquisition Regulation(FAR)8.405 when placing an order or
establishing a SPA for supplies or senices. These procedures apply to all schedules.
a. FAR 8.405-1 Ordering procedures for supplies,and sen-ices not requiring a statement of Work-
b. FAR 9.405-2 Ordering procedures for services requiring a statement of w ork_
13. FEDERAL INFORMATION TECEMOLOGY/TELECObl M IICATION STANDARDS REQUIREAMI 'S_
ordering activities acquiring products from this Schedule must comply with the provisions of the Fedend Standards Progtani,as
appropriate(reference: MIST Federal Standards Index). Iuquiries to determine wbether or not specific products listed herein
comply with Federal Information Processing Standards-(FIPS)or Federal Telecommnn+cation Standards(FED-STDS),which are
cited by ordering artivrities,shall be responded to promptly by the Contractor.
131 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS(FIPS PUBS):Information
Technology products under this Schedule that do not conform to Federal Information Processing Standards(FIPS)should not be
acquired unless a waiver has been granted in accordance with the applicable"FIPS Publication." Federal Information Processing
Standards Publications(FIPS PUBS)are issued by the U.S.Department of Canrmerce,National Institute of Standards and
Technology(NIST),pursuant to National Security Act. Information concerning their availability and applicability should be
obtained from the National Technical Information Senice(1TTIS),5285 Port Royal Road,Springfield,Virginia 22161. FIPS
PUBS include vohrntsry standards when these are adopted for Federal use. Individual orders far FIRS PUBS should be ref=ed to
the NTIS Sales Office,and orders for subscription service should be referred to the NTIS Subscription Officer,both at the above
address,or telephone number(703)4974650.
13_2 FEDERAL TEiLECOInMMCATION STANDARDS(FED-STDS): Telecommurvicstion products under this
Schedule that do not conform to Federal Telecommunication Standards(FED-STDS)should not be acquired unless a waiver has
been granted in accordance with the applicable"FED-STD." Federal Telecommunication Standards are issued by the U.S.
Deparmuent of Commence,National Institute of Standards and Technology(MIST),pursuant ant to National Security Act.Ordering
information and information concerning the availability of FED-STDS should be obtained from the GSA,Federal Acquisition
Senrice,Specification Section,470 East L'Enfnnt Plaza,Suite 8100,SW,Washington,DC 20407,telephone Wirer(202)t519-
8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their
applicability can be obtained by writing or calling the U.S.Department of Corr nice,National Iutst]tune of Standards and
Technology,Craithersburg,NID 20899,telephone number(301)975-2833.
14. CONTRACTOR TASTES/SPECIAL REQUIREMEN-TS(C-FSS-370)(NOV 2003)
(a) Security Clearances: The Contractor maybe required to obtain possess varying levels of security clearances in the
performance of orders issued under this contract. All costs associated with obtai�rpossessing such security clearances
should be factored into the price offered under the Nfultiple Award Schedule.
(b) 'Travel: The Contractor may be required to travel in performance of orders issued under this contract Allowable travel and
per diem charges ale governed by Pub L.99-234 and FAR Part 31,and are reimbursable by the ordering agency or can be
priced as a fixed price item on orders placed under the Multiple Award Schedule. 'ravel in perfornrsn a of s task order will
only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel
and per diem charges-
(c) Certifications,Licenses and Accreditation: Asa commercial practice,the Contractor maybe required to obtaupossess any
variety of certifications,licenses and accreditation for specific FSCsenice code classifications offered. All costs associated
with obtaining`possessing such certifications,licenses and accreditation should be factored into the price offered under the
Multiple Award Schedule program-
(d) Insurance: As a commercial practice,the Contractor may be required to obtainrpossess insurance coverage for specific
FSCAEMce code classifications offered. All casts associated with obtaining-Possessing such insurance should be factored
into the price offered under the Multiple Award Schedule program.
(e) Personnel: The Contactor maybe required to provide key personnel,resumes or skill category descriptions in the
perforce of orders issued order this coact. Ordering scan ities may require agency approval of additions ar
replacements to key personnel.
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(f) Organizational Conflicts of Interest'. Where there may be an organizational conflict of interest as determined by the Ordering
agency,the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5-
(g) Documentairion'.Standards. The Contractor may be requested to provide products or services in accordance with rules,
regOlations,OMB orders,standards and documentation as specified by the agency's order-
(h) DatarDeliverable Requirements: Any required data-delilmrables at the ordering level grill be as specified Or negotiated in the
agency`s Order.
(i) Gmernment-Furnished Property: As specified by the agency's order,the Government may provide property,equipment,
materials or resources as necessary.
[t) Availability of Funds: Many Governmaamt agencies'operating furnds are appropriated for a specific fiscal year. Funds may
not be presently available for any orders placed under the contractor any option year. The Government's Obligation on
orders placed under this contract is contingent upon the availability of appropria€ed funds from which paymMt for ordering
purposes can be made- No legal liability on the pan of the Government for any payment may arise until funds are available
to the ordering Contracting Officer,
(k) Overtime: For professional services,the labor rates in the Schedule should not vary by virtue of the Contractor having
worked overtime_ For services applicable to the Service Contract Act(as identified in the Schedule),the labor rates in the
Schedule will vary as governed by labor Laves(usually assessed a time and a half of the labor rate).
15. CONTRACT ADNIINISTRAT ON FOR ORDERING ACTIbTIUS: Any ordering activity,Kith respect to anyone
or more delivery orders placed by it under this contract,may exercise the same rights of termL adon as Wright the GSA Contracting
Officer under provisions of FAR 52212A paragraphs(1)Termination for the ordering activity's convenience,and(m)
Termination for Cause(See 52212-4)
16_ GSA ADVANTAGE!
GSA Advantage!is an on-line,interactive electronic information and ordering system that provides On-line access to vendors'
schedule prices with ordering information- GSA Advantage!will allow the user to perform various searches across all contracts
including,but not limited to:
(1) Mamufarmrer,
(2) Mamrfacturer's Part Number;and
(3) Product categories.
Agencies can browse GSA Advantage'by accessing the Internet World Wide Web utilizing a browser(ez:NetScape). The
Internet address is bttp:!'www.gsaadvantage.gov
17. PURCHASE OF OPEN MARKET IMIS
NOTE: Open Market Items are also known as incidental items,noncontract items,non-.Schedule items_and items not on a Federal
Supply Srhedule contract. ODCs(Other Direct Costs)are not part of this contract and should be treated as Open market purchases.
Ordering Activities procuring Open market items mast follow FAR 8.402(f).
For administrative convenience,an Ordering activity contrafinP officer tray add items not on the Federal Supply Multiple Award
Schedule CMAS)—referred to as open market items—to a Federal Supply Schedule blanket purchase agreement(BRA)Or an
individual task or delivery order,only if-
(1) Ail applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule
have been followed(e-g,publicizing(Pan 5),competition requirements(Part 6),acquisition of commercial items(Pan
12),contracting methods(Parts 13,14,and 15),and small business programs(Part 19));
(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply
Schedule is fair and reasonable;
(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;and
(4) All clauses applicable to items not on the FederaL Supply Schedule are included in the orda-r_
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18. CONTRACTOR COhB=UFSITS,WARRAAI=AND REPRESENTATIONS
a- For the purpose of this cannsct,commitments,wmranties and representations include,in addition to these agreed to for
the entire schedule contract
(1) Time of deliveryAnstallation quotations fur iudmidual orders;
(2) Technical representations andror warranties of pQodacts concern,performance,total system performance
andlor configuration,physical,design and'or functional characteristics and capabilities of a product;equipment/
seruice'software package submitted in response to requirements which result in orders under this schedule contract.
(3) Any representations and,'or warranties concerning the products made in any literature,description,drawings
andlor specifications furnished by the Contractor.
b. The above is not intended to encompass items not currently cohered by the GSA Schedule contract
19_ OVER.SEASACTIMMS
The terms and conditions of this contract shall apply to all orders for installation,msintmance and repair of equipment in areas
listed in the pricelis't outside the 48 contiguous states and the District of Columbia,except as indicated below:
None
Upon request of the Caniractor,the ordering activity may provide the Contractor with logistics support,as available,in accordance
with all applicable ordering activity regulshoars_ Such ordering activity support will be provided on a reimbursable bass,and will
only be provided to the C-0ntrat toes technical personnel whose senices are exclusively required for the fiilfillnment of the terms
and conditions of this contract.
20_ BLANKET FURCA LSE AGREEMENTS(BPAs)
The use ofBPAs and T any schedule contract to fill repetitive needs for supplies or senices is allowable. BPAs may be
established with one or more schedule contractors. The number of BPAs to be established is nithin the discretion of the ordering
activity establishing the BRA and should be based on a strategy that is expected to marimiza the effectiveness of the BPA(s).
Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).
21. CONTRACTOR TEAM ARRANGEAMM
Contractors participating in contractor team arrangements rest abide by all terms and conditions of their respective contracts.
This iuchtdes compliance with Clauses 552.238-74,Industrial Funding Fee and Sales Reporting,i.e.,each contractor(team
member)most report sales and remit the IFF far all products and services prodded under its individual contract.
22. INSTALLATION,DEINSTALLATION,REINSTALLATION
The Davis-Bacon Act(40 U.S.C.276a-27&-7)prmides that contracts in excess of$2,0D0 to which the United States or the
District of Columbia is a party for construction,alteration,or repair(including painting and decorating)of public buildings or
public works with the United States,shall contain a clause that no laborer ar mechanic employed directly upon the site of the work
shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon
Art do not apply if the construction wit is incidental to the furnishing of supplies,equipment,or senices. For example,the
requiremeu do not apply to simple installation or alteration of a public building orpublic work that is incidental to finishing
supplies or equipment under a supply can=L However,if the construction,sltention OF repair is segregable and exceeds$2 000,
then the requirerneziits of the Davis-Bacon Act applies_
The ordering activity issuing the task eider against this contract will be responsible for proper administration and enforcement of
the Federal labor standards covered by the Davis Bacon Act. The proper Davis-Bacon wage determination will be issued by the
ordering activity at the time a request for quotations is made for applicable construction classified installation,deiustallation,and
reinstallntion services under SIN 132-8 or 132-9.
23. SECTION 508 CObfPLIANCE.
If applicable,Section 508 compliance information an the supplies and services in this contract are available in Electronic and
Information Technology(EM at the following:
http:1tWWW aasalve cam
The EIT standard can be found at: www.Sectian508.m .
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24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCBEDULES.
Prime Contractors(on cost reimbursement contracts)placing orders under Federal Supply Schedules,on behalf of an ordering
activity,shall follow the terms of the applicable schedule and amhorization and include with each order—
(a) A copy of the authorization from the ordering activity with wham the contractor has the prime contract(unless a
copy was preciously furnished to the Federal Supply Schedule contractor);and
(b) The following staiemem:
This order is placed under written authorization from dated . In the event of air inconsistency
between the terms and conditions of this order and those of your Federal Supply Schedule cormact,the latter will
g0vem
25- IIr SURANCE-WORK.ON A G(lb'ER.'h MENT INSTALLATION(JAN 1997)(FAR 52-228-5)
(a) The Contractor sh211,at its own expense,provide and maintain during the entire performance of this contract,at
least the kinds and minima amounts of insurance required in the Schedule or elsewhere in the contract.
(b) Before commencing work under this contract,the Contractor shall notify the Contracting Officer in Writing that
the required insurance has been obtained- The policies evidencing required insurance shall contain an endorsement to the
effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—
(1) For such period as the laws of the State in which this contract is to be performed prescribe;or
(2) Until30 days after the insurer or the Contractor gives written notice to the Contracting Officer,
whichever period is longer.
(c) The Contractor shall insert the substance of this clause,including this paragraph(c),in sabcontra€ts under this
contract that require work an a Government installation and sh211 requite subcontractors to provide and maintain the
insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of aR
subcontractors'proofs of required insurance,and shall make copies available to the Contracting Officer upon request-
26- SOFT ARE EKTEROPERABI ITY-
Offerors are encouraged to ideotifywiihm their software items any component interfaces that support open standard
interoperability. An gem's interface may be identified as interoperable on the basis ofpartidpation in a Government agency-
spow"ed program or in an independent organization program. Interfaces maybe idemified by reference to an interface registered
in the component registry located at ht J-`www.core.eon_
27. ADVANCE PAYMENTS
A payment under this contract to pravzde a service or deliver an article far the United States Government may not be more than the
value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under
this contract.(31 U.S.C.3324)
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TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES(SPECL-iL ITEM
NLPMER 132-32),PERPETUAL SOFTWARE LICENSES(SPECIAL rMf NUM,BER 132-33)
AND 111A TENANCE AS A SERVICE(SPECIAL ITEM NU AMER 132-34)OF GENERAL
PURPOSE COARIERMLL INFORMATION TECHNOLOGY SOMNARE
1_ INSPECTIONJACCEPTANCE
The Contractor shall only tend i for acceptance those items that conform to the requireniema of this contract. The ordering
activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering actidty may require
repair or replacement of nonconforming software at no increase in contract price. The ordering acti%*must exercise its
posucceptance rights(1)within a reasonable time after the defect was discovered or should bats:been discovered-,and(2)before
any substantial change occurs in the condition of the software�unless the chance is due to the defect in the software.
2. GUARA_NTI 11VARRANTY
a_ Unless specified otherwise in this contract,the Contractor's standard commercial gasrantee`warranty as stated in the
coouact's commercial pricelist mill apply to this contract
ONSOLVF,I.LC,warrants and implies that the services prodded hereunder are merchantable and fit for use for the particular
purpose described in this contract(note:as a web based solution 7}C24X365 senice and support is included in the license pricing)
b. The Contractor wasams and implies that the items delnrered hereunder are merchantable and fit for use for the particular
purpose described in this contract_
c_ Limitation ofLiability. }Except as otherwise provided by an express or implied warranty,the Contractor wilt not be liable
to the ordering activity for consequential damages resulting from any defect or deficieucies in accepted items.
3_ TECENICAL SERVICES
The Contractor,without additional charge to the ordering activity,shall pmvide a hot line technical support number(966)939-
0911 for the purpose ofprotidmg user assistance and guidance in the implementation of the software. The technical support
number i;al ailable from 9 AM to 6PM Mf-F Eastern Time,excluding holidays.
The Contractor,without additional charge to the ordering activity,shall pmvide a hot line technical support number(800)336-
3410 for the purpose ofprovidug user assistance and guidance in the implementation of the software. The technical support
number is available lours other than 9 AM to 6plt IMf--F Eastern Time excluding holidays
a. SOFTWARE NIA. ITENANCE
a. Software maintenance as it is defined:(select software maintenance type)
X 1_ Software Maintenance as a Product (SIN 132-32 or SN 132-33)
Software mainter ance as a product includes the publishing of bugldefert fixes via patches and
updateslupgmdes in function and technology to maintain the operability and usability of the software
product It may also include other no charge support that are included in the purchase price of the
product in the commercial marketplace- Va charge support includes items such as user blegs,discussion
forams,on-line help libraries and FAQs(I)requently Asked Questions),hosted chat roams,and liurited
telephone,email andlor web-based general technical support for user's self diagnostics-
ONSOLV'E,LLC includes software maintenanre with license_
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Software min enance as a product does X"include the creation,design,implementation,integration,etc.of a software
package. These examples are considered software maintenance as a service.
2- Software\fainten anre as a Service(SIN 132-34)
Software maintenance as a service creates,designs,implements,andior integrates customized changes to
software that solve one or more problems and is not included with the price of the software.Software
maintenance as a service includes person-to-person communications regardless of the medium used to
communicate:telephone support,on-time technical support,customized support,aadror technical
expertise which are charged commercially. Software maintenance as a service is billed arrears in
accordance with31 US.C-3324-
b. Inmices for maintenance service shall be submitted by the Commrtor on a quarterly or monthly basis,after the
completion of such period. Maintenance charges nn, t be paid in arrears(31 U.S.C.3324). PROMPT PAYMENT DISCOUNT,
IF APPLICABLE,SHALL BE SHOWN ON THE INVOICE.
S. PERIODS OF TERM LICENSES(SIN 132-32)AND MADiTEIriANCE(SIN 132-34)
a. The Contractor shall honor orders for periods for the duration of the contract period or a lesser period of time.
b. Term licenses may be discondied by the ordering actitity on thirty(30)calendar days written notice to the Contractor.
c- Annual Funding. When annually appropriated finds are cited an an order for term licenses;the period of the term
licenses shall automatically expire on September 30 of the contract period,or at the end of the contract period;whichever occurs
first. Renewal of the term licenses orders citing the new appropriation shall be required,if the term licenses is to be continued
during any remainder of the contract period.
d. Oross-Year Funding Within Contract Period. Where an ordering acddty's specific appropriation authority pr4nide;far
funds in excess of a 12 month(fiscal year)period,the ordering activity may place an order render this schedule cantrart for a
period up to the expiration of the contract period,notwithstanding the intemm�inn focal years.
e- Ordering acutities should notify the Contractor in writing thirty(30)calendar days prior to the e[piration of an order,if
the term Hcemses is to be terminated at that time. Orders for the contiunuation of term licenses will be required if the term licenses
and,'or maintenance is to be continued doing the subsequent period_
6. COMTRSION FROM TERM LICENSE TO PERPETUAL LICENSE-NOT APPLICABLE.ONSOL'VE,LLC does
not offer a Perpetual License-
a. The ordering actitrity may convert term licenses to perpetual licenses for any or all software at any time following
acceptance of software At the request of the ordering actixity the Cannactor shall fumi-A within ten(10)calendar days,for each
software product that is contemplated for conversion,the total amount of concession credits which hate accrued while the
software was on a term license and the date of the last update or emhancermemt.
b. Camersion Credits which are prar-ided shall,within the limits specified,continue to accrue from one contract period to
the next,proxided the software remains on a term license within the ordering actn,-ity-
c- The term license for each software product shall be discontinued on the day immediately preceding the efliectn.-e date of
contrersion from a term license to a perpetual license.
d. The price the ordering actixity shall pay will be the perpetual license price that pre,6mled at the time such software was
initially ordered under a term license,or the perpetual license price prevailing at the time of cantretsion from a term license to a
perpetual license,whichever is the less,minus an amount equal to 9 u of all term license payments during the period
that the software was under a termlicense vnibin the ordering actixity.
7. TERM LICENSE CESSATION NOT APPLICABLE.ONSOLVE,LLC does not offer a Perpetual License.
a. After a software product has been on a continuous term license for a period of "months,a fully paid-up,
non-exclushre,perpetual license for the software product shall automatically accrue to the ordering actitity. The period of
continmu;term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular
fiscal year;it is a written Contractor commitment which continues to be available for software that is initially ordered under this
contract until a fully paid-up perpetual license accrues to the ordering actitity. However,should the term license of the software
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CONFIDENTIAL AND PROPRIETARY
be discontimoedbefore the specified period of the continuous term license has been satisfied,the perpetual license accrual shall be
forfeited.
b. The Contractor agrees to provide updates and maintessmce service for the software after a perpetual license has accrued,
at the prices and terms of Special heinNumber 132-34,if the licensee elects to order such services. Title to the software shall
remain with the Contractor.
g- irrrrrZATION M![tTATIONS-(SIN 132-32,SIN 132-3,AND SIN 132-U)
IL Software acquisition is limited to commercial computer software defined in FAR Part 2-101.
b. When acquired by the ordering activity,commercial computer software and related documentation so legend shall be
subject to the following:
(1) Title to and ownership of the software and documentation shall remain Kith the Corimictor,unless otherwise
specified.
(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or
independent ordering activity. The software maybe used by any subdivision of"ordering activity(service,bureau,
division,command,etc.)that has access to the site the software is placed at,even if the subdivision did not participate in
the acquisition of the software. Further,the software may be used on a sharing basis where multiple agencies have joint
projects that can be satisfied by the use of the software placed atone ordering activity's site. This would allow other
agencies access to one ordering acth itVs database. For ordering activity public domain databases,user agencies and third
parties may use the computer program to enter,retrieve,analyze and present data. The user ordering activity will Woe
appropriate action by instruction,agreement or of iem-ise,to prated the Contractor's proprietary property with any third
parties that are permitted access to the computer programs and documentation in connection with the user ordering
activity's permitted use of the computerprograms and documentation. For purposes of this section,all such permitted
third parties shall be deemed agents of the user ordering activity.
(3) Except as is provided in paragraph S.b(2)above,the ordering activity shall not provide or otherwise make
available the software or dDcummiatiom,or any portion thereof in any form,to any third party without the prior written
approval,of the Contractor. Third parties do not include prime Contractors,subcontractors and agents of the ordering
activity who have the ordering activity's permission to use the licensed software and documentation at the ficility.and
who have agreed to use the licensed software and documentation only in accordance with these restrictions. This
provision does not limit the right of the ordering activity to use software,documentation.or information therein,which
the ordering activity may already have or obtains without restrictions.
(4) The ordering activity shall have the right to use the computer software and donimemation with the computer for
which it is acquired at any other facility to which that computer maybe transferred,or in cases of Disaster Recovery,the
ordering actwity has the rigs[to transfer the software to another site if the ordering activity site for which it is acquired is
deemed to be unsafe for ordering activity pesourwi;to use the computer software and documentation with a backup
computer when the primary computer is inoperative;to copy convuter programs for safekeeping(archives)or badrap
purposes;to transfer a copy of the software to another site for purposes of benchmarking new hardware andlor software;
and to modify the software and documentation or combine it with Other software,provided that the unmodified portions
shall remain subject to these restrictions.
(5) "Commercial Computer Software"may be marked with the Canrattoifs standard commercial restricted rights legend,but
the schedule contract and schedule pricelist,including this clause,'LME%don I imimtilnts"are the only governing terms and
conditions, and shall take precedence and supersede any different or additional terms and conditions inchided in the standard
commercial legend.
9- SOFTS4ARE CONSrERSIONS-(SIN 132-32 AND SLY 132-33)
Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is mxide
as the result of a change in operating system,or from one computer system to smother.Under a perpetual license(132-33),the
ptuchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term
license(132-32),conversion credits which accrued while the earlier version was under a term license shall carry forward and
remain available as conversion credits which may be applied towards the perpetual license price of the aewversion.
10- DESCRIP'1TONS AND EQ1UIFl1Es1T COMPATIBMTTY
The Contractor shall include,in the schedule pricelist,a complete description of each software product and a list of equipment On
which the software can be used. Also,included shall be a brief introductory explanation of the modules and&cu entanon which
are offered.
11. RIGHT-TO-COPYFRICLYG
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The Contractor shall insert the&woanted pricing for right-to-copy licenses. NOT APPLICABLE,ONSOLVE,LLC does
riot offer right-to-copy licenses.
USA COI%L%H-nfEN-T TO PROMOTE
YNIALL BUSrNESS PARTICIPATION
PROCUREN E`wT PROGR-"IS
PREAMBLE
ONSOLVE,LLC provides commercial products and services to ordering activities.We are committed to promoting
participation of small,small disadhantaged and women-owned small businesses in our contract-. We pledge to
provide opportunities to the small business community through reselling opportunities;mentor-protege programs,joint
ventures,teaming arrangements,and subcontracting.
COltill'af1T =
To actively seek and partuer with small businesses.
To identify,qualify,mentor and dery elop small,small disadvantaged and women-ow-wed small business by
purchasing fi-om these businesses wherievex practical.
To develop and promote company policy initiatives that demonstrate our support for awarding contracts and
subcontracts to small business concerns.
To undertake significant efforts to determine the potential of small,small disadvantaged and w•onren-owned small
business to supply products and sew.ices to our company.
To in-sure procurement opportunities are designed to permit the maximurn possible participation of small,small
disadvantaged,andvsomen-oumed small busmesses.
To attend business opportunity workshops,minority business enterprise seen na,;,trade fairs,procurement
conferences;etc.;to identify and increase small businesses with whom to partner.
To publicize in our marketing publications our interest in meeting small businesses that may be interested m
subcontracting opparttmities.
AVe signify our commitment to work in partnership with.small,small disadv-aataged and women-owned.small
businesses to promote and increase their participation in ordering ictivity contracts.
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CONFIDENTIAL AND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE LIST,OCTOBER 2017
SIN M Perms iN ProductDoecriptlon Unitof Cou of GSAP[UCE
leaus Orl In WrrHIFF
13232 1 CodeRED SI rM LkeMe kC P003HOn Off)to 993 EA US 42267.00
13232 2 CCUEREDStaxlardLWeMefa .30 noT10 00 10 4 99 9 EA UD 32,757.58
13232 3 MM m EA US
13232 4 CodeRED Star"d Uoense for alm of 175M to 24M EA US 5 umal
la232 5 COdeREDSladxdUcenseTor DmLdaUc)n EA US 925-44
13232 6 CodeREDst3rZardUcensefor pMdatlonDT37500to49999 EA US tiB.Sal.21i
13232 7 lCodeRED Standard License Ta Dmigallon DT EDWO to 62499 EA US 51 241.8t
13232 8 COdERED Standard Lkefm to I1lalon of 625CO tD 74999 EA US 513 769.77
13232 9 CodeRED S MardUcenseTa alatd75COD1D67499 EA US S153D2.27
13232 10 COdERED'Undard Uoense for ulalon d 6756D 1D 93999 EA US 51 630.23
13232 11 COdERED Standard UCEnse for atdn of IDDD03 to 114999 EA US $19,690.68
13232 12 COdeREDStandard UcerVA' Tor POPWBUOn.Of 1150M to 124999 EA US 519,890.66
13232 13 CodERED StoiMadUcemefor pcoallonDT125DWto1M99 EA US 522,951.13
13232 14 CodeRED StarxMLlomwTor poptdationOr2DWMto249999 EA US 524.483.63
13232 15 CodeRED Un[niled Emergency U _LkalEe fa adm d 0 to 999 EA US 32 448.
132 2 16 CodeREDUn[rrlledEmeren U LlomEe1a aBmdiDO0to4999 EA US 636.27
13232 17 CodeRED Un[frledEm UsWe Lk)mEefa aemd5003to7499 EA US S 133.40
13232 18 CodeRED Un[Trtled EmffWcVUsWeLkxnEeformWalcn d 75W to 9999 EA US 133.4C
13232 19 CodeREDUn[MiedErn U UDmseRw atmdlDODoto12499 EA US 71002E
13232 20 CodeRED Un[M load Em U Close Tor arm d 125DO to 14M EA US 710D.2`
13232 21 COdERED Unlrnied Em U Lkalse for am of 1 EWD to 17499 EA US 710o.2
13232 22 CodERED Un[Med Em en U Lkense la am d 17SOO to 19939 EA US S9 14D.5E
13232 23 CodEREDUn►nll=_dEm En 'U Liomsefa amd2C00oto22499 EA US 39,14D.5E
13232 24 CodeRED UnIMW Ern en U e UOMSe for aeon d 22500 to 24999 EA US 39,14D.SE
13232 25 CODERED UnMed Em 'U UDense for aCn d 2500D to27499 EA US 49.643.8
13232 26 COOEREDUnIrTIWElnH U Ut�I6e!or amd27EGOto29999 EA US 49.643.83
13232 27 lCOCIEREDUnfMedEm m U;V UDal6efa admd3C00Dto32499 FA, US 39,6.3.83
13232 28 n m en 6e+a am EA US
13232 23 CodEREDUntraledEm en U tken6efa aond3EOCDto37499 EA US 9643.
13232 30 COdeREDUntrrtiedEm U Lk�lse.V am Or37500to39999 EA US $10164.33
13232 31 CWeREDUn[MledEm U UDmsefor a4md4WD0to42499 EA US 510164.3
13232 32 CodERED UnFntlad Em U _Wnse fa am d 42500 to 44999 EA US 510 164.33
13232 33 CodeRED UntntedErn en U Lbmse-fa Am or&WO to 47499 EA US 51D164.33
13232 34 COdeMD UnlMed Em en Us Lkalse fa aeon d 4759D to 49999 EA US 510164.33
13232 35 CodeREDUnIrTIiedEmerQencyU ageLbmsefDr000daBcnor5UWDto52499 EA US 513 565.74
13232 35 COdeREDUn[rrledEm O U LkoinseTa d52506to54999 EA US $13,565.74
13232 37 CodeRED Unlnied Emffqmcy Usage 1.kense TDFPOPII.Vcn Or 55WD ta57499 EA US 513,565.74
13232 38 CO(JEREDUnlMledEm En U Lbmsefa Iamd57MDtOS9939 EA US 5162W.00
13232 39 CodeREDUnIftWEMergenCYUSageLk>2n6eTDrPOP41aCngr6CO3Oto62499 EA US 516200.13C
13232 40 CodERED MIMI=ElTlargenCY USage L)0MEe!a .yand62500to64999 EA US 516,21)O013
132 32 41 CodeRED UnlMed EmerWgf UsWe UDe1Ee fa uam of 6MOD to 67499 EA US 52D 175.32
132 32 42 CcdeRED UnIrAW Emffwcy Ufiage LIC916e for pcpuVcn of 67500 to 69999 EA US S2D 176.32
13232 43 CodeRED UntMiedEm Usaap Lkp-nsefa poptialmof7GO30to72499 EA US I 52D17G32
13232 44 jCodLREDUnlMied Emergency UMe LbmEe.V Dwdgcnd72500to74999 EA US 520176.32
13232 45 lCodeREDUn[MiedEm Usage Lbmse,Dr popuzvcnd75WOto77499 EA US 523454.41
13232 46 IC=eRED UnFMed Emergocy UsaQe tkmse for am or 7750D to 79999 EA US 523454.41
13232 47 lCodeRED Un[Mied EmerQmcy U We Lkense Rx poNadcn or 8DODO to 82499 EA US 523 4M4 Al
13232 48 JCWeRED UnlMied Emergency Usage tJDmEe for pepalacri or 825W to 84999 EA US 523,454,41
13232 49 lCodeRED UnlMed EMMJMCY USage LtDM6e fa POPUVal d 85O0o to 87499 EA US 523, MAI
13232 so ICCCICREDUnIMiedMef 'U _LKMSe!a 3'.md87WOto89999 EA US 526.737.03
13232 51 [CodeRED UnIMledEm U62k9e UOMSefa PDP41Aonor9C07oto92499 EA US 526,737.0
13232 52 COdeRED UMMed Em en U _i.kal6e fa adan d 92 FJD to 94W9 EA US 526,737.
13232 53 n rn m en se smto 97491 US b'T37.uj
13232 54 GcdLREDUnlrrllMEmffWcyU&W IcmreRrpWUalcnaf975G0to99999 EAI US 526737.03
13232 55 CodeRED UnlM1EdEm UsageUomEefa aemdlD0300ID1W% EA US S3D6131.53
13232 56 CodEftED UnIMW Emffwcy Usaw UoaI6e!a popdallond1060001o109993 EA US 5.3015X5,1
13232 57 CodeRED UntMiedEm Usaae Lbw Eefor pTuladaid1113000to1149% EA US 5W,604.53
13232 58 CodERRED UnlMled EmerWey U W Lkelse Tor aeon of 115000ID 1199% EA US 533 93.2C
13232 59 CodeREDUntrylied Emergency U tvxn6efa alOnd12O0001o124999 EA US 534299.7E
132 32 60 CodeRED UnlMed Emffoency Usme LlcmN.a omilailcin or 125OD0 to 129993 EA US SW 25.79
13232 61 CocleRED UnMead EmergEncy Ump Liomsefa Von d1303C0to134993 EA US 536,22E-79
13232 62 CotleREDUnIMadEm U UDense!or amd135UWtoIa3999 EA US 536225.79
132 32 63 COdeFtED UnIMled EmergencyU Llomse fa V-m d 14DOW 10144999 EA US 541,010.06
13232 CCdeREDUntMedEmg U LIOMSe!a a'md1450DOtD149999 EA US 541,010.06
13232 65 COCIERED llnlllled EMKWCY USage UDWEefa POPU390171or15WWtD199999 1 EA I US 541,OSD.66
page or
COFW_ONSOLVE,LLC Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE LIST,OCTOBER 2017
SIN MarltPtft er prods ple8rt eon Unitof country or GSA PRICE
[56UQ Origin WrFMIFF
13232 65 CodeftED Unialled EmeWicy Usage Llomse Tor popuvon of 2DDOW ID249999 EA us 546,478.09
13232 67 COdeREDUnlnrledU LlOsisefor alanOrato999 EA us 52,6523
13232 69 D n se of EA us
13232 63 CoSED Unnriied Usage LiDense for popuAm Or SCOO to 7499 EA US V,0W.77
13232 70 CodeRED UnlMW Usage Lb3rsefor popufallonor75Mto9999 EA US 45,110.93
13232 71 CodeRED Unlmlled Usage Llomse raf poDuagm or 1DWO to 12499 EA US 36.110.93
13232 72 CodeRED Unrrnletl Us LlOErl6efOr Fall or 12500 t014999 F1t US 110.
13232 73 COdEREDitnFnl7°dU Lberi6efar aim or15DIDt017499 EA us 962201
13232 74 Cod[fcEDUnin/idU Lbalsefaf almC(i7E00toImg EA UB 3452207
13232 75 CodeRED UnirnW UsageLkwEeror al nor2DODDto22499 FA US 5962207
13232 76 CodeRED Unirriled Usage Lbarsera popUakonor22500to24999 EA US 59,62207
13232 77 CodeRED Untni7dU Domwror popuaton or2EDWto27499 EA UD 51D,156.17
13232 78 CodeRED Un►n1Yd Usage LIDMEeraf popUaknCC2750Dto2W99 EA us sic,156.17
13232 73 CodeREDUnlnlW Usage Llomse for popUalonor3000Dto32499 EA US 516,156.17
13232 60 Cod WED Unintled Usage Lia31se for populalon of 32500 to 34999 EA us 51 G,156.17
13232 1 81 CodeRED Untr1led UsageLIOMSerof DODU&M or 35WO to 37499 EA US 51G15E.17
13232 1 62 CodeRED UnIrlied Usage Lbenseror Doodaknof37,100to39999 E4 UD SID699.35
13232 B3 COdeRED t MMIed UlSaWLIDMGeror or4DODDto42499 E4 US 51 D 699.3E
13232 84 codeREDUnirrilled Usage Llomreforpoptlakn042500t044999 EA US 510699.35
13232 B5 CadeREDUnfmiled Usage Lk,)mseforDoguakna450DDt047499 EA US S16699.3..
13232 86 COdERED Unt1111ed Usage LIQffiEeforDDDLlaI0n Of 47W0 to 49939 EA US 510,699.35
13232 87 COOLRED UnlMled Usage Lkmse rorpcoUalon of 50DID t052499 EA US 514 821
13232 69 CGOEREDUnlrnlled Usage LiDmseforpopUalonor525wito54999 EA US 514,28212
132 32 83 CodeRED Unintled Usage Lk)mw FIX popUaftn of 5EOOD to 57499 EA US 1 514282.12
13232 90 CodeRED Un"Ied UsageLicense ror popUagonar575Mto59939 E4 US $17,056.9
13232 1 91 CodERED Untrnled UsageDoensefof popdalcnor6D000to62499 EA US 517.056.93
13232 92 CodeREDUninita7U Lkarsefor �anof62500to64999 E4 US 517.056.93
13232 93 n se o EA US
13232 1 94 CodeftEDUnlinlled Usage Wense for Doodagonaf67506to69M E4 US 5269335C
13232 1 95 CodeRED Llnbrlled Usage Lkxnrefor alonof7DD000D72499 EA US S20933.
13232 1 96 COdEREDUnNnled Usage Lbenreror pppUVmaf72500to74999 EA US 520933
13232 1 97 CodERED UnBnffid Usagef_baise far aem of r'SD01i In 77499 EA US S24,61108
13232 1 99 CodeRED Unlnlled Usage Lkmre for Dcouagon ar 7750D to 79999 EA US 524 81D.OE
13232 99 CWeREDUntrnledU Lkmreror al0nof8DWDto82499 EA US 524816.0E
13232 100 CodeRED Unimlled U L)omse for alm d 82,,W to 84999 EA US 524 810.0E
13232 101 CodEREDUninFtedU Lbensefor "or85W0to87499 EA US 524,81D.06
13232 102 CodeRED UninliedU Lk)msefof alanor875Mba89%9 EA US 528,686.6E
13232 103 CDdeRED Unintled U Lhnsefor allan of 90006 to92499 EA US 526,686.6E
13232 104 CodeRED UnlmlledU LbEnsefor alon or 92500 to 94999 E4 US 528,686.6E
13232 105 CodeRED UnFrtfkdU Lk)Mrefaf a/anaf95000to97499 EA US 528,6EE.6
13232 1 105 CodeREDUnInlied Usage Lbarsefor DwUalonor9750Dto9999 EA US 528686.6E
13232 1 107 Co(JEREDUnirriled Usage Lbmse for alas ofIDOUM30104999 EA. US 534113.85
13232 1 108 CodeREDUninlledU sage UDMWrOr DOWalmof I D50M 10 1 D9999 EA US $.34,113-85
13232 109 CodeREDUnIrrllled Usage Lbomseror pcoualonorIIODWb114999 EA US -,35.6fA-48
13232 110 CodeREDUnlrnled Usage Lbalsefor popuakn or 1150W 17119999 EA US 537 1511
13232 111 CodEREDUntrhlod Usage LFDenseror popualonof120DM3312.1WD EA US $38765.74
1.3232 112 COdeRED Unlnlled U Lka3lse ftlr aeon or 12som 0'l 129999 E4 US $40 316.37
13232 113 CodeRED Uninited Usage Llaense for popkfakn of 13DOW Pa 134999 EA US 541,B57.
13232 114 CodeRED Unlulled Usage Lkmse for popuakn or 13SOM to 139999 EA US 543,417.653
13232 115 CodeRED UnFrtCgd Usage Lk)msefor popuagm or 14D3W Jo 1449% EA US 544,9682E
13232 116 CodeREDUnkMW Usage Lbmsebr popilat4Mor1450M50149M FA US &45,9DE,80
13232 117 CodeRED UniniedU Lkmse for .�anorIE 27 lo199M EA US 55xD .71
13232 118 n se ator 2003M 1D 249999 EA US 7=1
13232 1 119 CWeREDintimE t7who01 my usage raenseArsW.lurMnl nurrbennaD to999 EA US 187.6E
13232 1 123 CodeREDlntffri&%WMcroDj orly usage Icense for slaiNtrldentnumbeil 1D00to1999 EA US 57615.79
13232 1 121 CodeRED Intarta WW,%chad orty usage foense for sW,%lu0ff t mwberfrKiM to 2993 EA US 9 D43.92
13232 122 COdEREDlntHnaVSratflachW towIsefQsiaffsludadrn"erl 3W0D03999 E4 US 5164720E
13232 123 CodEREDinternllstVMchad My usage icerise rar s19T.'slodent rurbeilnQ400ato49W E4 US 5119DO.19
13232 124 CCdEREDmternab%tafflacnad My usage IcenserQsrafLsludentmmbed EaXIto5993 E4 US 513328.32
13232 125 CDOEREDIntanaLstartlact+ad I0En6erQ51affstu mtmarbeil to6999 E4 US 514756.4E
13232 126 COdeftEDlntwiAUal,%crmd orty wage Foense for strtstudertmm•b 7DMto7999 E4 US 516,184.5E
13232 127 CodeRED ante m.9lstalfMcMd My wage toense for slfsludent numbenngMM to 8993 EA US $17.612.71
13232 123 CodeRED tnternall W,%cftW ordy usage lamse far slaiLsludarl numbeflng9D30 to 9993 EA US 519,040.84
13232 123 CodeREDlntauL%tafTlschaol loenseforstaf,%IUJTAnunben 1CO0Dlo1D399 EA U5 520,468.97
13232 133 CodeREDtntemaL5Wtschod pity usage loense rcr slartMudEnt ryuwbfftMI1000ID119% EA US $21,897.11
Pap 2 or 3
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
EMERGENCY COMMUNICATIONS NETWORK,LLC
GSA PRICE LIST,OCTOBER 2017
SIN Mllrdfilildffff Product DeecttP(Ion unit of Courytry of GSA PRICE
Part! teeus Ori In WrTHIFF
13232 131 CODEREDlnteUtt3FrUhod DRY Wage Icense fCF sfVWLI:p3A Illin-bellngI20001D12999 EA US $23,325.24
13232 132 COdeREDInter3h%whsOhod lanesllrNISFIu ;rnmber 13MOIDIN99 EA US 524,753.37
13232 133 n Dense s rill .D 14VTJ EA US
13232 134 CodEREDinten3utt3ff.tchedm tenserarsiaTSILKMLrarrben 15WO,015999 EA US 527609.63
13232 135 COdeRED intan3flsW.%ched()nyusMelcalsercrGM.-6lLiJeMmubenncll6MUlDl6999 EA US $29 037.7
13232 135 CeoeREDlnte VetaTfschod aYywgetomsefaSM-.IudfflLrnirrbWnql7OODtol79W EA US S30465.89
13232 1 137 COdeREDintem3L W.%chad aWusWejo&wcrcir&Wtluoaltrnurbell lBMD1016999 EA US 531694.02
=32 138 CotleRED do M%chod a ICEnse rar sW,%tOderlt nuMsl 19000 LD 19399 FA US 5-33 3221E
132 32 139 CotleRED lnGerrMtVGschW loEnse Ida stlYUsluderR rwrrb D to20M EA US S34 75D.29
13232 140 COdeREDlntem3VtlM.'schod oly uExIelcensefcrsW.%ludeltnurrbell 1030ID219% EA US S36176.42
13232 141 CodeREDlntenW"MWol orty USage IcenserCrSW,`slLKWtnlrrber OID22999 EA US 537,606.5E
13232 142 CodeREDlnter� .jschW oriy LEage icen&e rar SW,%IU32M nUn-bfftr#g23W01023399 EA US 539,034.66
13232 143 COdERED Intent%t3,%cWoI l0fflse for SWX11.102d nulrbW D 1D249N EA US 54D,46281
13232 144 CocleRED lntffRl".-scftW My Lffiage IOM&e ICF 61APS116ml NUMINID925MUID25999 EA US E747-2
la232 145 Co1eREDlnten3MM-schad It*nsercrGM.Wudznlnulrb 0lD26999 EA US 7
13232 146 CodeREDlnterallst�ftachoolm foalsefcrsW,,%luWilrurb 70001D27999 EA US 113232 147 CadeREDlntEFT3 LVrUtled lMISefCr&W,alueltrtorrbtal 8MOID28999 FA US 413232 148 CodeREDinten&St�Tlsehcd Iansefarsl3f.%lulerltrmMEhl OSD29399 EA US713232 149 CodEREDlnten�lst3,%chad loonercF".%11Rdel nurrbal 3ODODID30999 EA US G13232 150 CedeRED IrtffrAstafflsclnd lcersefor smsiuci nl rnurberl 10001D319W EA US313232 151 CodERED Irate lA?ETaLUachod tense for sW.%IL WI mftal D 1D 32999 EA US
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13232 153 CcdE-RED dntertllstaifflachad orty usage lcense for sW3T,'Sludertnwrb Dto34999 EA US 554,744.12
13232 154 CodeREDlntenJ&W,schodDri ►cerlse Tor atr.%ILkntMUrb 3.5MDID35399 EA US 556,1?22E
13232 155 CodeFtEDlnW ml,% flS0hod My USage dosrsefar6W.V1udentnwrb D!D36999 EA US 557,600.39
13232 155 CodeRED lntffnabtWtSC"oriy Mage joenrLl ra St3frVWEFn MMer.11937000ID379% EA US 559,028.52
13232 157 CodLRED JnUruVst9TlscN lanseI'msl3f.%Iudartnwm DSD36999 EA US 560,456.65
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13232 161 CcdEREDlnte %talTlw. lcenseforsi3t'simEmrwmbEd 42DCO1042999 EA US I $66,169A7
13232 162 CodeREDLnteuiA?sW,%chcdm lcense for SM'slrtlsltnumberl 43DDO3043999 EA US $67597.31
132 32 163 CodeRED Inten3 VWXchod oM LEme larlse far staff.%ILKleM nurr&Wna 44000 to 44999 FA US 564 025."4
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13232 165 codeRED IntenlIsM%crocal criv LEaae lcelse for al3fMudeltrtumbefl 460001o46999 E4 U5 $71.851,713
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13232 168 CodeREDIrIUM ELATE-Wolct1 foelseTcrst3T1sIU3Wtrnlrrbetf 49700lo49M EA US 576,166.09
Page 3 Of 3
COFVJ_ONSOLVE,LLC Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE C
STATEMENT OF WORK (SOW)
(DONSOLVE
STATEMENT OF WORK
CodeREDO
STATEMENT OF •- •
CONTRACTGSA AGREEMENT-GSA i
Provider Information: Provider Name: ONSOLVE,LLC
("Provider") Entity Type: Limited Liability Company
State of Incorporation: Delaware
Provider Address: 780 W.Granada Boulevard
Ormond Beach, FL 32174
Customer Information: Customer Name: City of Fort Worth
("Customer") Entity Type: body politic
State of Incorporation: Texas
Customer Address: 200 Texas Street
Fort Worth,TX 76102
Business Contact/Title:
Phone:
Email:
Please complete below if the Primary User is different from the Business Contact
Primary User Name:
Phone:
Email:
Unless otherwise specified on a Customer purchase order or below,Provider will send invoices to the Customer Business Contact
address above.
Customer Invoice Name: City of Fort Worth
Attention: IT Solutions—Finance
City,State,Zip:
Phone: 817-392-2431
Email: sup plierinvoicesna fortworthtexas.aov
Preferred method of receiving invoices: ® Email ❑ US Mail
DESCRIPTIONDETAILED SERVICE
Initial Term(commencing on Effective Date) One(1)Year
Renewal Term(s) Each One(1)Year
CodeRED On-Demand Notification Service—GSA Contract Items- Unlimited
Annual Notification Subscription Fee: $95,000.00
Additional Features—GSA Contract Items
Commercially Available Data Included
One(1)annual Provider-assisted traditional import for Customer data Included
Annual Foreign Message Translation Subscription Fee Included
for up to ten(10)languages,as selected on Attachment 1:
Additional Features—Non-GSA Contract Items
Annual CodeRED Weather Warning®Subscription Fee: Included
Annual IPAWS Submission App Subscription Fee: Included
Annual OnSolve Open Notification Express(O.N.E)Subscription Fee: Included
Annual Text to Keywords Subscription Fee:(includes 5 Keywords) Included
Initial Term Subtotal: $95,000.00
All amounts are stated in United States Dollars unless specifically indicated otherwise.
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
• GIS(Target Recipients by Geographic Location):City of Fort Worth.Texas(the"Notification Area")
• Up to 925,000 Recipients.A deviation above 10%in the number of Recipients shall result in increased pricing at Provider's then-current rates.
• Annual Notification Subscription Fee includes Unlimited Message Units per year for Notifications sent via phone,SMS text or email.
ATTACHMENTS: EXHIBIT A—GENERAL SERVICE DESCRIPTION,EXHIBIT B—TERMS AND CONDITIONS,EXHIBIT C—ACCEPTABLE USE POLICY
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
EXHIBIT A
GENERAL SERVICE DESCRIPTION-CODERED®
Description of On-Demand Notification Service: The Service is an on-demand alerting and response software-as-a-service (SaaS) for the
Notification Area. Use of the Service is by subscription and does not require Customer to purchase, install or maintain any dedicated hardware or
software.The Service allows any Initiator to send a single alert to thousands of Contacts simultaneously via a combination of familiar communication
devices including the ability to capture real-time responses.
Customer can access and activate the Service using any of the following methods:
• Web:log in 24/7/365 at https://www.onsolve.com/login/to send alerts or to modify your account.
• Phone:call(866)939-0911 for live operator assistance 24/7/365.
Description of Service.With subscription,Customer receives:
• Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the Service Order and in
Exhibit B.
• Unlimited messaging via email and to the CodeRED Mobile Alert App.
• "Message Unit"means:
o Sixty(60) seconds or less of connected call time in the Service.As an example, a call connected for ninety(90)seconds shall be equal to two (2)
Message Units
o SMS messages that are 140 characters in length. SMS messages over 140 characters in length are separated into multiple Message Units.
• Transaction Fee(as defined on Exhibit B)for unlimited Service(for refund purposes only,where applicable) is equal to$0.09.Transaction Fee for
Message Unit-based Service is equal to the Overage Message Unit price set forth on the Service Order
• Unlimited Initiators(those with role-based ability to access and activate the Service).
• Unlimited groups within accounts:A group is an alert distribution list.
• Standard upgrades. Standard upgrades include all maintenance releases.
• For optional features purchased (e.g. Conference Bridge, Bulletin Board) up to the number of Message Units stipulated on Service Order of the
Agreement.
• Absent separate purchase of Commercially Available Data from Provider,Customer is responsible to provide data for use in the Service,and Provider
shall not be responsible for Customer's inability to use the Service due to Customer's delay in providing data.
• Customer may purchase professional services ("Professional Services"), such as installations, implementations, software testing, custom
modifications,data services or international training sessions from Provider. Professional Services will be described in a separate statement of work.
• Data/Record Management
• Notification Services/System Setup
• Standard mapping layers
• Standard Geocoding
• Software Updates
• System Wide Kick Off Call
• Universal Callback Number Feature
Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge:
• Community Notification Enrollment("CNE") Page(public self-registration): Contacts may sign up on the CNE Page and enrollment information will
be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data will be transmitted to
Customer, and that the transmission of such data to Customer may render it public record and is subject to Customer's privacy policies. Customer
agrees that it will be solely responsible for providing such privacy policies to these individuals and that Provider shall not be responsible for the
individual contribution of contact information through the CNE page.
• Contact Group Enrollment Page (internal self-registration): Customer's internal Contacts may sign up on the Contact Group Enrollment Page and
enrollment information will be transferred to Customer.
• Provider agrees that it will, upon termination of the Agreement and Customer's request, provided all Fees are paid in full, transmit in Provider's
standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group Enrollment data, one(1)
time, to Customer at no charge.
• Traditional Import: For its initial population of the Contact list,Customer may supply Provider with a spreadsheet(flat-file format)of Contact list data.
Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or content that might
interfere with the proper loading of data or use of the Service. Provider generally updates data provided via traditional import within two(2)business
days after receipt of such data. Customer may utilize this traditional flat-file import no more than one(1)time per year at no additional cost, unless
otherwise set forth on the Service Order.
• On-Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface.
Customer Support. Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911, or the
local support number provided to you by Provider.At Provider's reasonable discretion, non-urgent after hours and off hours("AHOH")inquiries may
be deferred until conventional business hours to facilitate best handling.
Training.All training is customized and individual to the Customer. Provider training included with subscription at no extra charge:
• One(1)annual Initiator training session;
• Unlimited pre-recorded,web-based remote trainings
• New features training sessions;and
• Best practices feature training sessions(whenever applicable).
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Provider Customer Support works with Customer to schedule training flexibly and to accommodate Customer's schedule. All training is conducted
via Web meeting/conference call.
Customer may request additional sessions, or onsite training in lieu of Web-based training. Such training is billable at a base $1,500 day rate
(minimum half day fee applies). For any onsite training, Customer is responsible for all of Provider's reasonable and pre-approved
travel/lodging/incidental expenses.
Support Documentation.Service documentation appears online. In addition to other online help documentation,Customer may download/print the
current version of the Provider User Guide at any time.
End of Exhibit A
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Exhibit B
SOW TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement,where"control"means the control,through ownership or contract, of more than 50%of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. "API"means the application program interface for the Service.
1.3. "API Contacts" means an individual person whose information is stored in an external third party application database (not in the
Service database)capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Statement of Work,whether or not they are transmitted to
the Service.
1.4. "Applicable Law" means any domestic and/or foreign statute, ordinance,judicial decision, executive order, or regulation having the
force and effect of law.
1.5. "Contact" means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.
1.6. "Content"means content, data, text, messages and other material contained in a Notification.
1.7. "Documentation"means any official, applicable documentation that Provider provides to Customer(electronic or written)regarding
the Service.
1.8. "Fees"means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.
1.9. "Initiators " means an individual person or application authorized to create and issue Notifications.
1.10. "Notification(s)"means messages issued by an Initiator through the Service,whether or not responded to by Contact.
1.11. "Sensitive Data" means any personally identifiable information relating to health/genetic or biometric information; religious beliefs
or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers' license information;
or any other"sensitive data"category specifically identified under any Applicable Laws.
1.12. "Service" means Provider's software-as-a-service, Internet-based and accessed notification service to set up and send
Notifications.
1.13. "Statement of Work"means the Statement of Work to which these Terms and Conditions are attached,which describes the specific
Service to be provided to Customer.
1.14. "Subscription Fee"means the fees for access to and use of the Service, including any activation fees.
1.15. "Transaction Fee"means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.16. "User"means, collectively, Initiator(s)and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions (this"Agreement"), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will not allow or assist any other
entity to,sublicense,assign,transfer,distribute,rent or sell use or access to the Service,or remove,alter or obscure any product identification,
copyright or other notices.Only Customer,its Affiliates'and their respective employees and agents may act as Initiators;all use of the Service
by Customer, its Affiliates'and their respective employees and agents is subject to the restrictions set forth in this Agreement.
2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third-party providers shall have a royalty-free,worldwide,transferable,sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service.This information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider's terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify,decompile,disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions.
3. PAYMENT AND TAXES
3.1. Payment. Customer shall pay the Fees as set forth on the Statement of Work to this Agreement without setoff or deductions,within
thirty(30)days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears.
3.2. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any other person for any charges or fees that
arise from sending or receipt of a Notification using the Service, including as a result of increases in pass-through charges by
telecommunications providers.
4. TERM AND TERMINATION
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
4.1. Initial Term and Renewal Term. Unless earlier terminated in accordance with the these terms, the Initial Term of this Agreement
shall begin on the Effective Date and continue for the period set forth on the applicable Statement of Work. Upon completion of the Initial
Term, Customer may renew this Agreement for successive renewal terms (each a"Renewal Term")as set forth on the applicable Statement
of Work, by providing any of the following to Provider prior to the end of the Initial Term or then-current Renewal Term: a signed Statement
of Work for the Renewal Term (in electronic or hard copy format); a purchase order for payment for one additional year; or payment for one
additional year.
4.2. Suspension. Provider may suspend the Service: (a)effective immediately upon notice if Customer breaches any provision under
Section 5(Customer Obligations); or(b)if payment for any portion of the Fees is not received by Provider within fifteen(15)days after receipt
of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement or any then current
Statement of Work, nor shall any rights or obligations hereunder be waived during the suspension period.
4.3. Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will, upon written request of Customer, erase
Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be
deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it
(1)shall discontinue processing such data; and(2)shall maintain the confidentiality of such data in accordance with this Agreement; and(b)
Provider may retain report data(e.g.,date/time of Notification and number of Notifications sent)necessary to support its billing and accounting
records; (ii) Customer will immediately pay to Provider all amounts due and payable for Services delivered prior to the date of termination;
(iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the
Service, and, upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv)remedies for breach,
rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 3. (Payment), 4.4 (Effects of
Termination), 5(Customer Obligations),6(Confidentiality and Security), 8(Indemnification and Responsibility),9(Limitation of Liability), and
10(General)will survive. Upon termination of this Agreement for Customer's breach: (a)Customer will immediately pay to Provider all unpaid
Fees that would become due under the then-current term if such termination did not occur; and (b) Provider shall retain any Fees paid to
date. Upon termination of this Agreement for Provider's breach, Provider will refund an amount equal to the prorated amount of Fees paid
for the remainder of the then current term, less any expenses for transactions completed prior to the date of termination, which shall be
calculated based upon the Transaction Fees.
5. CUSTOMER OBLIGATIONS
5.1. Customer Obligations.The Service is subject to pass-through terms from certain telephony, facsimile, GIS and/or Short Message
Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably
necessitated due to changes by the third-party providers. Failure to comply with these terms could result in the termination of certain critical
services from Provider's vendors which would impact all of Provider's customers.
5.2. Acceptable Use Policy. Customer will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
5.3. Data Security. Customer acknowledges and agrees that Provider does not require or"pull" any specific data from Customer; that
Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that
Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the Service.
6. CONFIDENTIALITY AND SECURITY.
6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade
secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and
concepts, whether disclosed orally or in writing or stored within the Service, or by any other media ("Confidential Information"). Any
information related to the Service, including Documentation, security information, and API information, shall be deemed to be Confidential
Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the "Receiving Party")
acknowledges that the Confidential Information of the other party(the"Disclosing Part)e')contains valuable trade secrets and other proprietary
information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing
Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential
Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities
unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures
than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if it: (a) is
generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to
disclose such information without being subject to an obligation of confidentiality; or(c)was rightfully in the Receiving Party's possession
free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above,the Receiving Party
will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or
other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure
where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information.A Receiving Party shall
promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential
Information.
6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent
unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this
Agreement and Customer's instructions. Provider's security procedures include physical security, network security, hosted/data security and
web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a
manner that retains or increases the stringency of Provider's security obligations.
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
7. REPRESENTATIONS AND DISCLAIMER
7.1. Mutual Representations. Each party represents and warrants that: (i)it has the full corporate right,power and authority to enter into
this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this
Agreement by such party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any
agreement to which such party is a party or by which it is otherwise bound;and(iii)when executed and delivered by such parry,this Agreement
will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2. Additional Provider Representations. Provider represents and warrants that: (i)the Service will conform in all material respects to
Applicable Law, Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be
performed in a professional and workmanlike manner consistent with industry standards.
7.3. Disclaimer. Provider makes no representation,warranty or guaranty,that the Service will work with,or be supported by,all protocols,
networks,operating systems or environments;will be error-free;or that all Notifications will be delivered. Customer acknowledges and agrees
that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life-
support or EMT-based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm,
death, or other grave problems, including delays in getting medical care or other emergency services, and that any use of the Service to
support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to
such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN"AS IS"AND
"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION AND RESPONSIBILITY
8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees ("Customer
Indemnitees") from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees,
penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, "Losses"),
arising from: (i)any negligence or willful misconduct by Provider; or(ii)any breach of Section 6 by Provider.
8.2. Customer Responsibility. Customer will be solely responsible for any and all Losses, arising from: (i)Customer's breach of Sections
5 and 6.1; (ii) use of Content by Provider in connection with its performance of the Service; (iii)third party claims that Customer's Content
infringes on any intellectual property rights; or(iv)Customer's negligence or willful misconduct.
8.3. Indemnification Procedures. In the event Customer seeks indemnification hereunder, Customer shall provide Provider with: (i)
prompt written notice of any claim for which indemnification is sought; (ii)complete control of the defense and settlement of such claim; and
(iii) reasonable assistance and cooperation in such defense. In any proceeding Customer shall have the right to retain, at its expense, its
own counsel. Notwithstanding the foregoing, the Provider may not enter into a settlement of a claim that involves a remedy other than the
payment of money by the Customer without the Customer's written consent.
9. LIMITATION OF LIABILITY
9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO BREACH
OF SECTION 5.2 or Section 5.3 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY) OR ANY
OBLIGATIONS UNDER SECTION 8(INDEMNIFICATION AND RESPONSIBILITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC
ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR
DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THE SERVICE OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF
EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES
ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE(12)MONTHS OF SERVICE PRIOR TO THE DATE
ON WHICH SUCH CLAIM AROSE. Customer understands and agrees that the limitation of liability in this Agreement for Provider is
reasonable and that Provider would not enter into this Agreement without such limitations.
10. GENERAL
10.1. Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable
control of such party, including acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions,
delays, or malfunctions of service by third-party service providers.
10.2. Dispute Resolution. Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any dispute or
controversy ("Dispute") arising out of or related to the performance of this Agreement or any Statement of Work to each parry's business
managers, who will meet and work in good faith to resolve each Dispute within ten (10) business days after receiving notification of the
Dispute. If the business managers are unable to resolve the Dispute, either party may escalate the Dispute to the next highest level of
management for resolution. If the Dispute remains unresolved thirty(30)days after referral to the next highest level of management within
each party, either party may bring suit in a court of competent jurisdiction. This Section shall survive the expiration or termination of this
Agreement for any reason. If either party engages attorneys to enforce any rights out of or relating to this Agreement,the prevailing party in
any action to enforce or interpret this Agreement shall be entitled to recover any and all costs and expenses of any nature including attorneys'
and experts'fees and costs.
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
10.3. Publicity. For the duration of this Agreement, Provider may use Customer's name and logo on the Provider web site and in Provider's
collateral marketing materials identifying Customer as a purchaser of the Service. If Provider's expected use of Customer's name and/or logo
includes more than basic identification of Customer, Provider shall provide Customer with a copy of such content for approval,such approval
not to be unreasonably withheld.
10.4. Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration
of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding
indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement.
10.5. Independent Contractor. Provider's relationship with Customer shall be that of an independent contractor, and nothing in this
Agreement shall be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship. Neither party will
have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of
the other party.
10.6. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable,the
remainder of this Agreement shall not be affected thereby,and each term and provision hereof shall be valid and enforced to the fullest extent
of the law.
10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof and supersedes all prior and contemporaneous verbal and written negotiations, agreements and
understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative
of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation,
such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. The failure of either party to enforce any provision of this Agreement,
unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this
Agreement.
10.8. Notice.All notices and consents required or permitted under this Agreement must be in writing;must be personally delivered or sent
by registered or certified mail(postage prepaid),by overnight courier or other nationally recognized carrier,or by facsimile(receipt confirmed),
in each case to Provider's address on the Statement of Work, Attn: Legal, and to Customer's Business Contact on the Statement of Work,
and will be effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other
party.
10.9. Counterparts. This Agreement may be executed in facsimile and in counterparts.
10.10. Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or
an entity that acquires all or substantially all of its business or assets,whether through merger, reorganization or otherwise. Any assignment
in violation of the foregoing shall be void and of no effect.
End of Exhibit B
ONSOLVE,LLC
CONFIDENTIALAND PROPRIETARY
December 2018 Form
EXHIBIT C
ACCEPTABLE USE POLICY
1. General Terms.
All Content is Customer's sole responsibility. Customer is solely responsible for the integrity and quality of the
Content. Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their
licensors or suppliers be responsible,for any loss,damage or liability arising out of any Content,including any mistakes
contained in the Content or the use or subject matter of the Content. Further, Customer is responsible for: (i) any
Notifications that are sent through its accounts(other than if caused by the Service itself or breaches by Provider); (ii)
all Fees accruing from the use of the Service through its account,whether by its Affiliates and its and their employees
and consultants;and(iii)all actions of its Affiliates, and its and their employees consultants, as if such actions had been
conducted by Customer.
1.1 Customer shall be responsible for procuring any necessary consents or having other legal basis to
contact Contacts with respect to the provision of any data transmitted through the Service.
1.2 Customer shall use any data it uploads into the Service in accordance with any and all restrictions
applicable to such data and all Applicable Laws.
1.3 Customer will use and permit its Users to use the Service in accordance with this Agreement and all
Applicable Laws, including the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal
Communications Commission("FCC")or Federal Trade Commission("FTC")rules or regulations and any and all other
Applicable Laws related to pre-recorded telephone and/or text messages and the use of automated dialing equipment.
1.4 Customer will include, at the beginning of each Notification, its official business or government name.
Customer will include, at the end of each Notification, a telephone number for Customer.
1.5 Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has
obtained such Contact's "opt-in" consent to receive, or Customer has other legal basis to send such Contact, pre-
recorded,telephone and text Notifications using automated dialing equipment.
1.6 Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from
receiving Notifications, including information on how to"opt-out"or unsubscribe.
1.7 Customer will not send Notifications to phone numbers that are emergency numbers and/or other
numbers that may not be called using automated dialing equipment under Applicable Law.
Customer's total Notifications to an individual Contact will not exceed an average of one (1) Notification per
day(via any contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed
this fair use, the parties will meet to discuss the reasons, review best practices and determine if an adjustment to
Customer's Service plan is necessary. Due to vendor requirements for ensuring Notifications sent by the Service are
not blacklisted, Customer shall adhere to this fair use policy.
1.8 Customer will not send any Content that it knows, or has reason to know: (i) infringes another's rights
in intellectual property; (ii) invades any privacy laws including without limitation another's right to privacy and/or any
privacy policies of Customer or any third-party; and/or(iii)justifies a complaint to the FCC and/or FTC.
1.9 Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any
unethical,deceptive or misleading practices in connection with the use of the Service; (ii)use the Service in connection
with any telemarketing, solicitations, donations, sales, spamming or any unsolicited messages (commercial or
otherwise); and/or (iii) provide Content to be transmitted in the Service which: (a) is defamatory, libelous, obscene,
pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal activities, gambling, alcoholic
beverages, guns or tobacco; and/or(c)contains or otherwise links to viruses, worms, cancelbots or any other harmful
code or computer programs designed to disrupt the functionality of any computer software or hardware or
telecommunications equipment.
1.10 Customer may send SMS Texts in text format only.
1.11 Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range
of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area,
factors beyond the control of the carrier may interfere with message delivery, including the Customer's equipment,
terrain,proximity to buildings,foliage,and weather.Customer acknowledges that urgent Notifications may not be timely
received and that the carrier does not guarantee that messages will be delivered.
1.12 Customer acknowledges that Provider may block Notifications (e.g., based on instructions from
Contacts, carriers, aggregators, government agencies, etc.).
1.13 Customer agrees to maintain all security regarding its (and its Users') account ID, password, and
connectivity with the Service. If Customer's account ID or password are stolen, or otherwise compromised Customer
is obligated to immediately change the password and inform Provider of the compromise.
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
Attachment 1—FOREIGN MESSAGE TRANSLATION
Please select languages.
Selected Language
r Catalan (Catalan)
F- Chinese(Simplified, PRC)
!r Chinese (Traditional, Hong Kong S.A.R.)
Chinese (Traditional,Taiwan)
r Danish (Denmark)
(— Dutch (Netherlands)
f— Finnish (Finland)
French (Canada)
French (France)
r German (Germany)
r Italian (Italy)
Japanese (Japan)
Korean (Korea)
(— Norwegian, Bokmal (Norway)
Polish (Poland)
;r Portuguese (Brazil)
'I— Portuguese (Portugal)
Russian (Russia)
r Spanish
r Spanish (Mexico)
r Spanish (Spain, International Sort)
i— Swedish (Sweden)
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULED
PAYMENT SCHEDULE
Standard License Unlimited Emergency Wagn
3srtwats
Voice alerts(bases on option selected) 11,011,11,000'annual Unlimited emergency Unlimited
Wnure5 are ded6'CIE-d!1xc0nnr-red ca::s r'7 C second tncTmer,,5 voice minutes for calling 8 70Dp00' emergency 8 non-
emergency&non- annual Voice minutes emergency Calling
emergencycallag fornon-emergency
calling
Unmmltetl CM;and emali alerts(Internal and public contacts) Included Included Included
Unlimited social mettd messaging Included Included Included
Unlimited CodeRED Mobtre App messaging Included Included Included
Unlimited WeatherWaming(automatic,IAVS-based,polygon-Oven) Included triduded Included
(PAWS Orglnatlon Tool-Unlimited use for WEA,EAS,tAVEM,COG-tDCOG,Public Included Inducted Included
Alerts feed
OnSDh*standard Esri-based mapping Included Included included
Language translation(up to three languages from available language list) Included Included Included
Custom geocoder Included Included Included
Universal ANl43technology Included Included Included
Detafed Job statistics(retained Indeflnllely) Included Included Included
Unirnfied user accounts and pass Codes xmlh role-based pemilsslon settings Included Included Included
Unlimited Contact Groups and Tags for Intemal staff r oTTlcation Included included Induded
Unitrnnedpre-created scenarios and pre-readedmessages Included Included Included
Unlimited use or the CodeRED LauRctw noble app-catton Included Included Included
Included Induded Included
CodeRED system seHrp,on-ping operalon Included Included Included
Live 24/71365 dlentsuppirt team Included Included Included
Initial premlmum residential and business caung database supplied by On Solve Included Included Included
OnStl ONE(Open Notircallon Express)TRggers automated messaging from a vedety Included Included Included
of sources such as Rood gauges,CAD systems,Tire systems,temperature control
systems,and others.
Text to Enrod(moblle Mendly optan) Included Included Included
Unlimited M we"ased timing Included Included Included
Design and hosting Of Community Notification Enrollment(CNE)vreb-page Included Included Included
Managed data senexes wtM Integration and geDcoding of diem-suppeetl data Included Triduded Included
On Solve prokxueC resiJemial and bdsnE66 ralllr:g daL3_sat ncludes 258,506 cortaU IrclatlEd Inauyec Irclutled
records.
Total Annual Price(GSA pricing based on poprdabon of 874,16B) $70.000.00 80,000.00 95,000.00
COFW_ONSOLVE,1-1-C_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
CONTRACT
The following outl in OnSolve pricing for optional items available the City of Fort Worth,TX which wiII remain valid for 180 days.
Software
Text To Keyword(up to three individual keywords) $6,000 annually
Additional languages for translation $100/per language annually
Services
Optional on-site training(plus travel&expenses) $1 500 da
Professional services $150/hour
COF%_ONSOLVE,1-1-C_Agreement_2020-2021
CONFIDENTIAL AND PROPRIETARY
SCHEDULE E
MILESTONE ACCEPTANCE FORM
MILESTONE ACCEPT.'i\CE FORM
Sureices Dt ivwvd: Ni s\olin"culicr.Satz VmTc-us-o-Sc1m:c
NNICAurie Daliveruhlc Rsf.i4:
1.1i1rslunr;rT?rlivc.rtbl,:Ntiujr.: CodeRCDSza�p_Dd.:_:
Unil'l'et:iug C ompirlim W.W:
%1jJc3tonc.Drlitvrablc I mr.g t Cowplctlon Due: r-AmRsry 2,520
%filodmic;'TklivoAhlcArm,[f•.'iutplrliut_Dale• rmbrcmy2UpU
Approval Mitt.:
Cnnanonts of needed):
'I'M CndcRRD snluiion will k avc is'.fl:imor czrrrtirm of llu:c.athmj liar serricu.Me C._tv wi'order•
need to idenlify its USCT,provide tray rota to integrctc,ar-d schedule trojoing to use tho service.
AppovveA by'b'euder: Approved by Lily llcpmrimcnt Iltructur:
r',I Cliatrwc: 1 110I IiIY.:
l'rtutt;d±dumr.: Prmcd Name:
Title Rt-Zional Sacs Manapp, Title:
Dale: Ucte:
Tnr Director the Only
Cnn:ractoc Payment Amount:
Atli usb--..ts::uc:udine
penalties:
kapmvcd Payment Amomd.:
I U 1U C-UUGDbU Muus Nolifiadu•,Systcm
COFW_ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE F
SIGNATURE VERIFICATION FORM
VERIFICATION OF SIGNATURE AUTH0RITY
OnSolve, LLC
780 W.Granada Blvd.,Ormond Beach,FL 32174
Mass Notir'ication System
Execution of this Signature Verification Fore ("Form')hereby Certifies that the following individuals
ar"or pDsitions have the authority to legally bind the Vendor and to execute any agreement,amendment or
change ender an behalf of Vendor-Such binding authority has been granted by proper wdar,resolution,
ordinance or other authorization of Company.The City is fully entitled to rely on the warranty and
representation set forth in this Form in entermginto any agreement or amendment with Vendor.Vendor will
submit an updated Form within ten(10)business days if there are any changes to the signatory authority,
The City is entitled to rely on any ement excentod Foam until it receives a revised Foam that has been
properly executed by the%tcndor-
1, Name-,Amanda I.Bowman
MY
Siyra. r
2. Name.Ann Pickren
Position:President
Signature
3- Name Stephanie Kingery
Position:Chief Financial Officer
Signature
lti'um.:
��i
Otl,tr i :'sS ii31 and Sexretary
Dater.Septembcr 20.201 9 _
RFO 19-OODDD56 Mass Notifcalion Sysem
35 of 37
COFW ONSOLVE,LLC_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY
SCHEDULE G
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ'�
For vendor doing business with local govemmantal entity
rhrs quemienruilm r*VwAs elionpes nodr to the IVA try H.B.24 Bash Log.,ftaqular SPAILInn 6 D, OFFlQ516 OflY
Th.swesti_+nnaireisbei^p filed I'.acwrctancu Nt7r C:rog:fw 176,LocalGoverrment Uodc,
Cy a ve•mui wr4 has a ben dues:rwlu lh)=h},as der irwd by Sectior.I jr�.l'!I t l a;with a local
governmerim Ort11ty andtfic Vandr.r maal--rarpi mmar-s finder Sec kr 176-06(c,,.
Q/Farr11-recyu:rsurnrnlramerithafi'C.1r+if-thereowd=2dnllnislraL`corthwoafJ x1rn•nwr4•d
"Wily nnx Later 1hRn the 7th bueinese day arlor the dale Iha vandr r bararra:awAre of ir+ot&
[hot raquira rha wMarnprA to be llle J S'C t• ;r�Go-111C.611L1a-1 i,Lor-il Govt rinnsun!Code.
A vendor oc-nmites an otronre 1t Itra'rwIj:A hrtuwnruly vwnlale- Spclion 176.006, Losal
UCA'017j"TP91 An aft2re-.a under 1,t:aerA;cc is a tYisdm)::,m 1ul.
!J NemoofvcridorwhohasanusrnRrsrelattonahfpwrth local ytwernrncmaflentlty.
WA
Chum,Ihls box If you ere Illing an updale to a ptavloumly Ilion quonflannilra,
(The la» rev.eirra Print you fits pn uana{pp run'•V�tt-J queeliwrrte.re with The al:pmFifrAlf+filing aurnor-ty rot
Iatar"WIT hla flh 174.0911bee dr.y WWI tyre dole cn Mich ycu bona-in awnra that Ira nrlgtnytly'Illea 71r_olierrfaira we,
ircomplats•ar ina+:rr.rala 1
marntr nr Iwal90'IPrnmmt office I about Witaln Ilte itifummllimm tlr3:sac Ilan Ix rmlgf)(11"1o9v!d.
NSA
Nana o1 011cer
Tltt.^.rvlian 61cm 2 indadi-q?:uhpanc A.It.t6 R DI mlat be owrploled for each oltic:r with whom Ilm.w,..lur Irns on
en'pru}rreo9l ur vUce buait_..rCblion:hip as dahnad by Nar.,r)r 115,C41i I-e'',_Ccol Govcrnmcnt Coda. Anazin addrlfim.1
Wpc•.to Ihi:Fnrm 013 as nacuaaary
A la 1ng 10061 gcvem•nenl alficc•uni d in ihn secban ro-Aivnj m N.Aly 1.,a mt-k•k-tM eb a Irco-ne.ether then 1R.wima/Y.
Ireo-ne.from the ve.-vdarr
Yee Ej W
6 I.U-rn vandef menijng rx Ika►j to rpefar:R IR'ewblp Ir!acne,tdh-r tha't sr.•_slmcrY.irxama,frm oral Il:w.h r+�:r.ur ter l-ee krs'
90-r-A Mrt'rlt vltket mit—J in thin seclinn ANI)the 111w; la lrv!oTf It not rV.•elved hen Ihn ccs 92vcvr^ncnQl antity+
I yo: F— I'm
C. Is the fier of Ihs quQWirmA ra frnrAnjoil L-y aGNWraUar Or uUa-r bxi,ioa cntihj with raRrart to A?I Ph81paa1
gr.'+arnm,ant clwar s mai' a6 sn ofll.ef of t1mv ur u'Itnkln:in mvnrrctp arle'cst M are pereem or Mare%
yee i - i tlo
D ee-h et•wlatmevt or lliwinoss and family ralaNr»shls with the Iwo_ u0varu ue'R uffk-ar earned in-hie sorbrn
I
Seplefrrber 18-2019
z;rir a va I'N Lulinear w.Ur t!e pufer.TaYal entry Dar&-
— - aoouw a7.zors
HI-C1 19 0:111`1 51i%las=Nutiflcal on System
COFW_ONSOLVE,1-1-C_Agreement_2020-2021
CONFIDENTIALAND PROPRIETARY