MAS - Advantor Systems II LLC - GS07F039DA

Price List

Contract # GS-07F-039DA Mod PS-0050

Published 22 October 2024

Advantor Systems Corporation 12612 Challenger Parkway Suite 300 Orlando, Florida 32826

407.859.3350 800.ADVANTOR www.advantor.com

FEDERAL SUPPLY SERVICE

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system, available at www.GSAAdvantage.gov.

For more information on ordering from Federal Supply Schedules, click on the FSS Schedules button at fss.gsa.gov.

SCHEDULE TITLE: Multiple Award Schedule Legacy Schedule 84 Security, Fire, & Law Enforcement

CONTRACT NUMBER: GS-07F-039DA

CONTRACT PERIOD: 02 December 2015 – 01 December 2025

CONTRACTOR: Advantor Systems Corporation 12612 Challenger Parkway, Suite 300 Orlando, Florida 32826 Phone: 800.238.2686 Fax: 800.523.1921 Email: gsa@advantor.com Web: www.advantor.com

UEI: RKUTRVHPGKP7

TIN: 59-3370662

CAGE: 1S063

CONTRACTOR Charlotte Castillo ADMINISTRATION Contracts Manager SOURCE: Advantor Systems Corporation

12612 Challenger Parkway, Suite 300 Orlando, Florida 32826 Phone: 800.238.2686 ext. 6979 Fax: 800.523.1921 Email: castillo@advantor.com

ALTERNATE: Amarilies Davila Director of Fulfillment Advantor Systems Corporation 12612 Challenger Parkway, Suite 300 Orlando, Florida 32826 Phone: 800.238.2686 ext. 6918 Fax: 800.523.1921 Email: davila@advantor.com

BUSINESS SIZE: Large

CUSTOMER INFORMATION:

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS:

SIN TITLE DESCRIPTION

334290 Security and Detection

Systems Includes security and detection systems and devices, such as gas detectors, pressure level monitoring, patient/detainee monitoring systems, etc.

334512 Total Solution Support Products for Facilities Management Systems

Includes products to support facilities management systems, such as repair parts, surveillance systems, security functions, energy functions, building comfort systems, etc.

238910 Installation and Site Preparation Services

Include installation and site preparation services ordered in conjunction with buildings and structures, building materials, storage tanks/systems, services for alternative energy solutions or power distribution equipment, and fuel dispensing and management systems purchased under this schedule contract.

541330L Security System Integration, Design, Management, and Life Cycle Support

Includes services involving the security integration/management discipline, which supports security products and systems throughout their lifecycle. Services may include, but are not limited to: testing, production, fielding, process improvement, disposal, etc.

ANCILLARY Ancillary Supplies and Services

Ancillary supplies and/or services are support supplies and/or services which are not within the scope of any other SIN on this schedule. These supplies and/or services are necessary to compliment a contractor's offerings to provide a solution to a customer requirement. This SIN may be used for orders and blanket purchase agreements that involve work or a project that is solely associated with the supplies and/or services purchased under this schedule.

334220 Surveillance Systems, Wearable Body Cameras, and Vehicular Video

Includes surveillance systems, wearable body cameras, and vehicle videos, including video storage and services as part of a total solution.

OLM Order-Level Materials

(OLM)

OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA.

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN:

SIN MFR PART NO PRODUCT DESCRIPTION GSA PRICE

334220 11000153 CONDUIT ADAPTOR PLATE $36.44

334290 11000364

SCREW MOUNT MAGNETIC

CONTACTS

$1.93

334512 11000091 RJ-45 CONNECTOR $0.90

334290L 11000007 BLANK PVC CARDS EACH $0.12

1c. LABOR RATES*:

LABOR CATEGORY RATE UOI

Program Management $176.23 Hour

Project Manager $150.06 Hour

Senior Systems Engineer $130.33 Hour

Systems Engineer $118.48 Hour

Senior Field Engineer $106.76 Hour

Field Engineer $102.58 Hour

Trainer $102.58 Hour

Documentation & Drafting $54.13 Hour

Logistics Specialist $54.13 Hour

Assembly Technician $38.75 Hour

Technical Support – Campus Wide $3,538.05 Year

Technical Support – Single Facility $1,769.02 Year

Service Vehicle $1,339.40 Month

On-Site Response (Non-Scheduled) Senior Service Technician

$106.76 Hour

On-Site Response (Non-Scheduled) Service Technician

$102.58 Hour

Preventive Maintenance (Scheduled) Senior Service Technician

$106.76 Hour

Electronic Security System Administration $118.48 Hour

Data & Deliverables Administrative Specialist

$54.13 Hour

*Contact Advantor for Labor Category Descriptions. Labor rates on quotation will be quoted at full daily rates unless specified as local. Local rates will be quoted hourly. Travel time will be quoted in half-day increments. Transportation rates are not included in labor. Transportation quoted at location-specific rates.

TRAINING COURSE PRICE UOI MIN / MAX LENGTH

ASN Operator & Administrator Training On Location (CONUS)

$5,708.75 Course 1 / 10 3 Days

Advanced System Administrator Training On Location (CONUS)

$2,665.70 Person 3 / 10 10 Days

2. MAXIMUM ORDER*: $250,000 per SIN and $250,000 per order.

*If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact Advantor for a better price. The contractor may (1) offer a new price for this requirement, (2) offer the lowest price available under this contract, or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $50.00

4. GEOGRAPHIC COVERAGE: Domestic, 50 states, Washington, DC, Puerto Rico, US Territories and to a CONUS port or consolidation point for orders received from overseas activities.

5. POINT OF PRODUCTION: Orlando, Florida

6. DISCOUNT FROM LIST PRICES: Basic discount of 6.5-50% for products and 24% for labor categories from the awarded commercial price list. Net price is as shown in catalog.

Discounts have already been deducted and Industrial Funding Fee (IFF) is included.

7. QUANTITY DISCOUNT:

Additional discount from Net Price based on single delivery order, equipment and labor total only.

≥ $250,000 0.5% ≥ $500,000 1% ≥ $1,000,000 1.5%

8. PROMPT PAYMENT TERMS*: 1.5% - 20 / Net 30

*Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Payments made by credit card, debit card, or Government Purchase Card are not eligible for Prompt Payment Discount.

9. FOREIGN ITEMS*: See COO on Price List

10a. TIME OF DELIVERY: Equipment shipped 60 days after receipt of order, except special order or custom-made items. Services begin within 150 days after receipt of order.

10b. EXPEDITED DELIVERY: Equipment shipped 30 days after receipt of order, dependent upon equipment availability. Services begin within 60 days after receipt of order.

Contact Advantor for information on expedited deliveries.

10c. OVERNIGHT AND 2-DAY DELIVERY: If available, contact Advantor for rates.

10d. URGENT REQUIREMENTS: Contact Advantor for information on urgent deliveries.

11. FOB POINT: FOB Origin. Freight prepaid and added on invoice.

12a. ORDERING ADDRESS:

Advantor Systems Corporation Attn: Government Sales 12612 Challenger Pkwy, Suite 300 Orlando, FL 32826 gsa@advantor.com

12b. ORDERING PROCEDURES*: For supplies and services, ordering procedures and information on Blanket Purchase Agreements (BPA’s) are found in FAR 8.405-3.

*CONFIGURATION AND SYSTEM DESIGN REQUIRED: The Advantor systems and subsystems are designed to be fully configurable, allowing for tailored configurations necessary to meet a wide range of regulations and requirements. To ensure compliance and compatibility with customers specific requirements contact Advantor at 800.238.2686 or gsa@advantor.com for a quotation prior to placing an order.

*END USER LICENSE AGREEMENT: Advantor-manufactured products have been developed exclusively at private expense and are delivered to the customer with limited rights. Therefore, some items are subject to acceptance of an End User License Agreement (EULA) by the end user.

An EULA must be executed by an individual with the authority to obligate the end user prior to delivery of the items. Applicable parts are identified on the price list and a copy of the EULA is contained herein.

*CERTIFICATION REQUIRED: Advantor systems are proprietary and require installation and service by Advantor-certified personnel to ensure regulatory compliance, proper system operation, and maintain warranty status. Advantor delivers products and services directly; we do not utilize distributors or certified dealers. Contact Advantor at 800.238.2686 or gsa@advantor.com for a turnkey solution proposal including system design, product, installation, training, and sustainment.

13. Payment Address.

Advantor Systems Corporation Attn: Accounts Receivable 12612 Challenger Pkwy, Suite 300 Orlando, FL 32826 accounts.receivable@advantor.com

14. WARRANTY PROVISION: Standard Commercial Warranty. See page 9.

15. EXPORT PACKING CHARGES: Included in freight price on quotation.

16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR: Services available, contact Advantor for pricing.

17. TERMS AND CONDITIONS OF INSTALLATION: Services available, contact Advantor at

800.238.2686 or gsa@advantor.com for pricing.

18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES: Contact Advantor at 800.238.2686 or gsa@advantor.com for repair parts availability and pricing.

18a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES: Design and Lifecycle Management services available, contact Advantor at 800.238.2686 or gsa@advantor.com for pricing.

18. LIST OF SERVICE AND DISTRIBUTION POINTS: All service and distribution coordinated through our Orlando, Florida headquarters:

Advantor Systems Corporation 12612 Challenger Parkway, Suite 300 Orlando, FL 32826

19. LIST OF PARTICIPATING DEALERS: Not applicable. Advantor delivers products and services directly; we do not utilize distributors or certified dealers.

21. PREVENTIVE MAINTENANCE: Advantor offers maintenance agreements that are tailored to customer needs and their specific Advantor system. A copy of the Advantor Maintenance Agreement terms and conditions are contained herein. Contact Advantor at 800.238.2686 or gsa@advantor.com for a customized maintenance proposal.

22a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): Advantor utilizes energy efficient products where practical.

22b. SECTION 508 COMPLIANCE FOR EIT: As applicable

23. UNIQUE ENTITY IDENTIFIER (UEI) NUMBER: RKUTRVHPGKP7

24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT

(SAM) DATABASE: Advantor maintains an Active Registration in the SAM database.

WARRANTY STATEMENT

ADVANTOR PRODUCTS

Advantor Systems will repair or replace, without charge, any merchandise manufactured by it that has been proven defective in material for a period of three (3) years after the date of shipment, upon receipt of defective product to Advantor Warranty Depot.

OEM PRODUCTS

Subsystems such as monitors, computers, printers, and other product not classified as Advantor Systems manufactured product will be warranted for the period of time provided for by the original equipment manufacturer.

REPLACEMENT PARTS

Advantor Systems will provide warranty on all replacement parts and repairs for ninety (90) days from the date of shipment. All goods for warranty work shall be sent freight prepaid to our Orlando, Florida facility.

INSTALLATION AND SERVICES

Advantor Systems will provide warranty without charge for any failed installation or service that has been proven the result of the workmanship of the Advantor technicians for a period of one

(1) year from acceptance of the installation.

WARRANTY EXCLUSIONS

Repairs made necessary by reason of misuse, alteration, normal wear, excessive voltage, or Acts of God are not covered under this warranty. Advantor Systems is not liable for any incidental or consequential expenses or liability incurred by the customer and any installation, modification, repair, or attempted repair by any non-Advantor certified technician will void the warranty.

The foregoing warranty is in lieu of all other warranties, expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

WARRANTY REPAIR PROCEDURE

Every Advantor Systems manufactured product is subjected to stringent quality processes designed to ensure dependable performance, reliability, and customer satisfaction. When service is necessary, please utilize the following procedures:

1. Contact Advantor Technical Support Center at 800-327-4007 to discuss the nature of the problem with an Advantor technician. Many times it may simply be improper operation or use of equipment which can be resolved with a brief telephone conversation.

2. If it is determined that factory service is required, the Advantor technician will provide a Return Material Authorization (RMA) number. Complete the attached Return Material Authorization (RMA) Form for each item being returned and enclose a copy in the package.

3. Re-pack the product securely in original factory carton or satisfactory carton with anti-static protection that will adequately protect the contents from damage, deterioration, or contamination during shipping. Avoid using packing peanuts that may break and contaminate products such as computers and other sensitive electronic assemblies.

Advantor Systems is not responsible for products that are lost or damaged during transport to Advantor Systems.

4. If the original factory carton is not available, securely wrap computers in at least 3 to 4 inches of plastic bubble wrap. Insert the wrapped computer tower inside a sturdy, cardboard box. Choose a box slightly larger than the computer to eliminate large areas of open space. Place the computer upright and fill all remaining space with additional cushioning such as plastic bubble wrap or foam so that the computer fits securely and will not shift during transit. Pack computer monitors and accessories in the same manner as the computer tower, using appropriately-sized boxes. Place the packed computer boxes inside one large exterior box. Fill all open spaces with cushioning or foam to ensure a tight fit. Close and seal the exterior box securely with packing tape. Use at least 3 strips of pressure-sensitive tape to ensure a tight seal.

5. Ship materials via freight pre-paid, insured for the value of the item, using the carrier of your choice to the following address. Advantor suggests using a method with ability to track the shipment. Shipments sent via freight collect will not be accepted without prior authorization from Advantor Systems.

Advantor Systems Corporation

ATTN: RMA # ________

12612 Challenger Pkwy, Ste 300 Orlando, FL 32826

6. The item will be given the highest priority repair attention and returned to the addressee indicated on the RMA Form via surface freight pre-paid. Contact Advantor Technical Support Center at 800-327-4007 and reference the RMA Number to request status.

RETURN MATERIAL AUTHORIZATION

Complete this form for each item being returned to Advantor for repair or replacement. Enclose a copy of the completed form in the package with the materials being returned. Fields marked with an asterisk (*) are required.

Return Shipment Delivery Address must be a complete, physical address (not a PO or APO Box) and must be manned during normal business hours (Monday – Friday, 0800 - 1700) for carrier to deliver. Contact Advantor Technical Support at 800-327-4007 to obtain an RMA Number or for assistance completing this form.

Point of Contact

* FULL NAME * PHONE

ORGANIZATION ALTERNATE PHONE

* EMAIL ADDRESS

SPECIAL SHIPPING

INSTRUCTIONS

*RETURN

SHIPMENT

DELIVERY ADDRESS

Material Being Returned

* RMA NUMBER CASE NUMBER

PART NUMBER PART DESCRIPTION

SERIAL NUMBER DATE OF PURCHASE

PROJECT NUMBER DATE OF SHIPMENT

* DESCRIPTION OF

PROBLEM /

FAILURE

TROUBLESHOOTING

STEPS CONDUCTED

800.327.4007 ● 12612 Challenger Pkwy, Ste 300 ● Orlando, FL 32826

MAINTENANCE AGREEMENT

GSA Contract Number GS-07F-039DA

Advantor Maintenance Agreement Page 1 of 12 Version 0, Mod PO-0014, Effective 20 December 2018

This Agreement for Maintenance Services is effective as of the date that it is fully executed (“Effective Date”) between you (“Customer”), an Ordering Activity authorized to place orders under GSA Schedule 84, and Advantor Systems Corporation (“Advantor”) of 12612 Challenger Parkway, Suite 300 Orlando, Florida 32826. This Agreement will govern the provision of maintenance services by Advantor to Customer under GSA Contract Number GS-07F-039DA (“the GSA Contract”).

In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings:

1.1. “Annually” means one time every 12 months.

1.2. “Bi-Annually” means one time every 24 months.

1.3. “Customer” means GSA and any Ordering Activity of the U.S. Government, independent agencies, and Contractors that are authorized to purchase goods and services under GSA Schedule 84, Total Solutions for Law Enforcement, Security, Facilities Management, Fire, Rescue, Clothing, Marine Craft, and Emergency / Disaster Response.

1.4. “Monthly” means one time every month.

1.5. “Quarterly” means one time every three months.

1.6. “Semi-Annually” means one time every six months.

1.7. “Services” means the tasks being performed by Advantor under this Agreement, as described in Exhibit A Service Elements and included in the Advantor Proposal.

1.8. “Warranty Period” means the warranty period in accordance with the terms of the Ordering Agreement. If not specified on the Ordering Agreement, the Advantor Warranty Statement and Procedure applies, which covers Advantor products for a period of three years from the date of shipment (depot-level), other products for the period warranted by the manufacturer (depot level), and workmanship for a period of one year after completion. A copy of the Advantor Warranty Statement is available in the Advantor GSA Contract Number GS-07F-039DA Price List, which is available online in the GSA eLibrary and is also available upon request from Advantor.

Advantor Maintenance Agreement Page 2 of 12 Version 0, Mod PO-0014, Effective 20 December 2018

2. PRECEDENCE AND FURTHER AMENDMENT.

2.1. Order of Precedence. To the extent this Agreement conflicts with the terms of the Schedule contract, the terms of the Schedule contract shall prevail. Order of precedence will be determined consistent with FAR 52.212-4(s).

2.2. Amendment. This Agreement may only be modified upon written consent of both parties.

3. SERVICES

3.1. Non-Personal Services. Advantor will perform the Services under a performance-based, level-of-effort approach. The services provided by Advantor are strictly non-personal; Advantor personnel are not subject to the supervision or control of the Customer. Any concerns with the Services or service personnel shall be directed to the management personnel appointed by Advantor.

3.2. Service Elements. Advantor will provide the service elements selected by the Customer and described in the Advantor Proposal. Available services include: Technical Support, Preventive Maintenance (Scheduled), On-Site Response (Non-Scheduled), Service Vehicle, Electronic Security System (ESS) Administration, Data and Deliverables, System Modifications, and Training. A full description of each service offering is included in Exhibit A Service Elements. Additional services, such as Parts Support, are available upon request.

3.3. Frequency. Advantor will perform the service elements at the frequency selected by the Customer and described in the Advantor Proposal. Available frequencies include: Monthly, Quarterly, Semi-Annually, Annually, and Bi-Annually.

4. PRICING

4.1. Pricing. Maintenance Agreement pricing is dependent upon the service elements selected, frequency selected, equipment to be serviced, and other site-specific considerations. Pricing is described in the Advantor Proposal.

4.2. Rates. All items are priced at the prevailing rates incorporated in the GSA Contract, or at Open Market Rates for any items that are not included in the GSA Contract.

5. CUSTOMER RESPONSIBILITIES & SUPPORT

5.1. Customer Responsibilities. The Customer will be responsible for normal needs of the equipment.

Customer personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of this Agreement, unless agreed to by Advantor. The Customer will operate and permit operation of the equipment only within its intended use. No equipment alterations will be performed without Advantor’s written consent. The Customer will prohibit and will prevent anyone who is not trained or authorized from making any repairs or adjustment to the equipment.

5.2. Customer Provided Support. The Customer agrees to provide the following in support of the Services:

Advantor Maintenance Agreement Page 3 of 12

5.2.1. Provide appropriate personnel as necessary for troubleshooting and repairing the customer-owned infrastructure, to include system communications network and power.

5.2.2. Provide a trained System Administrator at the system head end as during testing and troubleshooting, to assist and verify test results as necessary.

5.2.3. Coordinate access for service at all facilities in conformance with the agreed upon work schedule, to include providing on-site transportation where commercial vehicle access is restricted, and escorts as required.

5.2.4. If extended on-site performance is required, provide office and working space for the service technician(s). This should include at a minimum a desk, chair, telephone, and computer with LAN access to facilitate communications with Customer personnel.

5.2.5. Provide parking space and permitting for any Advantor service vehicle(s) utilized in performance of the Services.

5.2.6. Provide secure, climate-controlled storage area for any bench stock to be utilized in conjunction with the Services.

5.2.7. If access to classified information is required, provide DD254, Contract Security Classification Specification.

5.2.8. Provide sponsorship for base access credentials or a Common Access Card (CAC) to facilitate access to the Customer Site in conjunction with the performance of the Services.

5.2.9. If this Agreement includes on-site training, provide a training classroom, including projector, and use of system components as necessary to facilitate instruction.

Additionally, coordinate attendance with training attendees.

6. EXCLUSIONS

6.1. Exclusions. The following items are excluded and are not included in this Agreement:

6.1.1. Repairs and services attributable to customer-owned infrastructure, including system communications network or power;

6.1.2. Any installation, modification, repair, or attempted repair by any non-Advantor personnel;

6.1.3. Damage or injury resulting from misuse or abuse of the equipment, or failure to follow the manufacturer’s instruction for proper operation of the equipment;

6.1.4. Damage resulting from work of others, to include construction or demolition work with the building and/or repairs or modifications made to system by non-Advantor personnel;

Advantor Maintenance Agreement Page 4 of 12

6.1.5. Repairs or damage resulting from events other than normal wear and tear, including but not limited to fire, flood, vandalism, riot, civil disorder, natural disaster, act of God or other casualty beyond the control of Advantor or the Customer;

6.1.6. Sales tax unless specifically stated in the Advantor proposal;

6.1.7. Rental of equipment not specifically stated in the Advantor Proposal, such as trenching devices or other construction equipment;

6.1.8. System modifications and new system installations beyond the scope specifically indicated in the Advantor proposal; and

6.1.9. Expenses incurred as a result of Customer delays, Customer’s failure furnish required responsibilities and support, Customer’s failure to fund, and/or Customer’s failure to pay;

such as remobilization costs and additional labor or travel expenses.

7. PAYMENT TERMS

7.1. Invoicing. Unless otherwise agreed by the Parties, Advantor will submit invoices for the Services monthly in arrears.

7.2. Prompt Payment Discount. The prompt payment discount will be displayed on the invoice. The Customer will receive a 1.5% discount for payments received within 20 days of invoice. Payments made by credit card, debit card, or Government Purchase Card are not eligible for Prompt Payment Discount.

7.3. Due Date. In accordance with 552.212-4, the due date for making invoice payments is the later of the following two events: (1) the 10th day after receipt of proper invoice from Advantor, or (2) the 10th day after acceptance of supplies delivered or services performed by Advantor.

7.4. Proration. Payment for Services of less than one month’s duration will be prorated as 1/30th of the monthly rate for each calendar day.

8. LIMITATION OF LIABILITY

8.1. Limited Remedy. To the extent allowed by applicable law, in no event shall either Party be liable to the other Party or any third party for any loss of profits, loss of business, loss of use or data, or interruption of business, or for indirect, special, incidental, consequential, or punitive damages of any kind arising from or relating to this Agreement or the subject matter hereof, except to the extent this limitation is prohibited by applicable law.

8.2. Maximum Liability. ADVANTOR’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS

AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN

CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE

AMOUNTS ACTUALLY PAID BY CUSTOMER TO ADVANTOR HEREUNDER FOR THE SOFTWARE OR

HARDWARE PRODUCT PURCHASED UNDER RELATED DELIVERY ORDER. THIS CLAUSE SHALL NOT

IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF

OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE

CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR

Advantor Maintenance Agreement Page 5 of 12

PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES IN THE GSA SCHEDULE

CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) PATENT

INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMNET – FAILURE TO PROVIDE

ACCURATE INFORMATION).

9. TERM, INTERRUPTIONS, AND TERMINATION

9.1. Term. Advantor will perform the Services for a period of 12 calendar months and any subsequent option periods that are awarded, unless services are terminated earlier in accordance with Section 9.3 “Termination by Customer” or Section 9.4 “Termination by Advantor”.

9.2. Interruption of Services. If the services are interrupted as a result of Customer delays, Customer’s failure furnish required responsibilities and support, Customer’s failure to fund, and/or Customer’s failure to pay, Advantor may submit a request for equitable adjustment and/or claim for remobilization costs and other expenses incurred in accordance with the dispute resolution procedures as specified in the Ordering Agreement.

9.3. Termination by Customer. This Agreement may be terminated by the Customer after thirty (30) calendar days written notice, or shorter notice period when agreed to by Advantor. The Customer may extend the original discontinuance date upon written notice to Advantor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date.

9.4. Termination by Advantor. If Customer defaults in any of its obligations under this Agreement, which includes, but is not limited to, failure to remit payment in accordance with the payment terms of the Ordering Agreement, and fails to correct the default within thirty (30) calendar days of notice from Advantor, for Federal contracts, performance under the order will continue subject to dispute resolution procedures as specified in the Ordering Agreement; for all other orders, Advantor is entitled to terminate the Agreement with immediate effect.

9.5. Survival. The provisions of Sections: 1 “Definitions”, 8 “Limitation of Liability”, 9 “Term and Termination”, and 10 “General Provisions” shall survive the expiration or termination of this Agreement.

10. GENERAL PROVISIONS

10.1. Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement, and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by email or facsimile, with written confirmation of receipt; (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) business days after deposit with a nationally recognized private industry express courier, with written confirmation of receipt. All notices shall be sent to the address of record included on the applicable Ordering Agreement.

10.2. Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by Customer without the prior written consent of Advantor.

Subject to the preceding sentence, the rights and liabilities of the Parties hereto are binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section 10.2 “Assignment”

Advantor Maintenance Agreement Page 6 of 12 shall be null and void. Advantor may transfer or assign this Agreement only in accordance with the applicable procedures of the Ordering Agreement.

10.3. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the United States. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA), the application of which is hereby expressly excluded. For Federal contracts, any dispute regarding this Agreement shall be subject to the jurisdiction of the United States District Courts and the Federal Claims Court. For all other contracts, any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the state courts in and for the State of Florida, located in Orange County. The Parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.

10.4. Construction. This Agreement has been negotiated by the Parties and their respective counsel.

This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party.

10.5. Waiver. The failure or delay of the Parties in enforcing any provision of this Agreement shall not be deemed a waiver of the right of the Parties to enforce that or any other provision of this Agreement.

10.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect as if this Agreement had been executed with the invalid portion eliminated, provided the effectiveness of the remaining portions of this Agreement will not defeat the overall intent of the Parties. In such a situation, the Parties agree, to the extent legal and possible, to incorporate a replacement provision to accomplish the originally intended effect.

10.7. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the Parties. Neither Party, nor either Party’s agents, have any authority of any kind to bind the other Party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent organizations.

10.8. Force Majeure. Neither Party shall have any liability to the other due to a delay or failure to perform under this Agreement which results without fault or negligence on the part of the Party involved and which is due to causes beyond its control including, without being limited to, acts of God or of the public enemy, any preference, priority or allocation order issued by the state or federal government or any other act of state or federal government, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. Each Party shall promptly notify the other in writing of any such delay and the cause thereof.

10.9. Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

10.10. Counterparts. This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be

Advantor Maintenance Agreement Page 7 of 12 deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.

10.11. No Third-Party Beneficiaries. Terms of this Agreement will not be enforceable by or create any right or cause of action for or on behalf of any person or entity other than Advantor or Customer, except as otherwise provided herein.

On behalf of Advantor Systems Corporation: On behalf of Customer:

Signature Signature

Printed Name Printed Name

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EXHIBIT A - SERVICE ELEMENTS

Technical Support - Campus Wide Unrestricted 24-hour access is provided to our Technical Support Center via a toll-free number and email address for technical and operational assistance.

Technical Support - Single Facility Unrestricted 24-hour access is provided to our Technical Support Center via a toll-free number and email address for technical and operational assistance.

Service Vehicle Service Vehicle equipped with the tools needed to perform required on-site maintenance services.

Includes all costs associated with the use of the vehicle, including lease, registration, insurance, required inspections, and gas.

On-Site Response (Non-Scheduled) - Senior Service Technician 24x7 emergency service response by an Advantor technical representative for unscheduled service events when system operational issues occur. This element may be established for the desired response timeframe, such as second business/duty day, next business/duty day, next day, twenty-four (24) hours, twelve (12) hours, etc.

On-Site Response (Non-Scheduled) - Service Technician 24x7 emergency service response by an Advantor technical representative for unscheduled service events when system operational issues occur. This element may be established for the desired response timeframe, such as second business/duty day, next business/duty day, next day, twenty-four (24) hours, twelve (12) hours, etc.

Preventive Maintenance (Scheduled) - Senior Service Technician Maintenance events regularly scheduled and performed on systems/equipment to verify operational condition, keep the system running at optimum performance, and extend the useful lifecycle of the system/equipment. This service element may be established for annual, semi-annual, or quarterly performance.

Electronic Security System (ESS) Administration On-site full time equivalent Advantor Certified ESS Administrator to provide day-to-day administration and maintenance requirements for the Advantor systems at an assigned location(s). This service element may include any or all of the following responsibilities: preventive maintenance (scheduled), on-site response (non-scheduled), database assistance and

Advantor Maintenance Agreement Page 9 of 12 maintenance, operational assistance and informal training instruction, maintain log records, maintain/record configuration management information of the site, and perform limited system modifications.

Data & Deliverables - Administrative Specialist Preparation of data, reports, and deliverables related to maintenance of the Electronic Security System (ESS).

Training Training services performed by Advantor Certified Training Instructor. This service element may be established for bi-annual, annual, semi-annual, or quarterly performance and may be tailored to include the desired training courses, performed at the Customer’s location or at Advantor’s training center in Orlando, Florida. Refer to the Advantor Course Listing (Exhibit B) for a complete description of each course offering. Training is priced utilizing the labor categories on the Advantor GSA Contract.

Other Support and Services In addition to the Service Elements described above, Advantor may provide additional support and services utilizing the labor categories on the Advantor GSA Contract, or via open market pricing.

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EXHIBIT B - COURSE LISTING

Training is performed by Advantor Certified Instructors at the Customer’s location or at Advantor’s training center in Orlando, Florida. Courses may be tailored to customer needs upon request, utilizing standardized Advantor-developed training modules.

ASN Operator Training Training course designed for personnel responsible for monitoring installation alarms, acknowledging and interpreting alarms, and determining appropriate dispatch responses. The course covers all functions of alarm monitoring. The course begins with an overview ASN features to include terminology and software applications and transitions in to the information required to interpret and respond to alarms and status messages.

ASN Administrator Training Training course designed for those personnel responsible for overseeing the ASN alarm environment. All information required to effectively administer and manage the ASN environment is covered in this training course. Topics such as operator and database management, issuing PINs to facility users, and report generation are covered in the course. Students planning to attend the ASN Administrator Training are strongly urged to attend the ASN Operator Training first. A certification exam including written and practical components is administered to all attendees.

ASN Central Station Maintenance Training Training course designed for personnel responsible for maintaining Advantor servers, workstations, video servers, video workstations, and other central station communication equipment. This course includes a detailed description on the theory of operation of all head end database servers, monitoring equipment, communication equipment, and video management equipment, followed by instruction on recommended maintenance practices for each. A certification exam including written and practical components is administered to all attendees.

Infraguard Installation & Service Training Training course designed for personnel responsible for maintaining, troubleshooting, and repairing Advantor field equipment. The course covers: comprehensive theory of operation for the Infraguard and Infraguard II Panel, in-depth theory of troubleshooting, maintenance procedures, and comprehensive panel replacement procedures. The installation and wiring portions of this class are re-enforced by several hands-on practical exercises. This course is intended for system maintainers responsible for installing and servicing Advantor Infraguard panels. A certification exam including written and practical components is administered to all attendees.

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Access Control Programming Training Training course designed for those personnel responsible for administering an Advantor access control management system. This course includes access level programming, report generation, data backups, and door programming.

Pass and ID Badging Training Training course designed for personnel responsible for creating badges / passes. This course covers cardholder management, cardholder enrollment, badge template management, and printing badges and credentials.

Advantor VMS Training The Advantor VMS Training course offers instruction on the operation and administration of the Advantor Video Management System (VMS). This course will teach monitoring personnel the differences between assessment and surveillance video, and instruct on how to retrieve video from the Advantor VMS. The course then transitions to VMS System Administration where attendees will learn how to configure cameras and video walls in the VMS environment, as well as basic VMS troubleshooting.

CCTV Training This course is designed for personnel who are responsible for installation, troubleshooting, and replacement of fielded CCTV cameras. The course begins with an overview of CCTV including theory of operation, terminology and an explanation and review of CCTV components and connections. The course then transitions into camera mounting techniques and procedures.

Procedures for maintaining the cameras and CCTV system are covered. The course concludes with camera call-up programming covering topics such as joystick commands and setting presets as well as how to create and program salvos for immediate visual assessment (IVA).

Advanced System Administrator Training This course is designed for personnel responsible for ASN System Administration and is an intense training course that builds on the concepts taught in our ASN System Administrator Training course. The course begins with an overview of Electronic Security Systems (ESS) including terminology, an overview of components that make up the ESS, and the principles of Intrusion Detection, Access Control, and CCTV when used in an ESS environment. The duties of the system administrator as they relate to ESS, such as reporting requirements and creating an operator training program, are also introduced in this course.

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Advanced Technical Training Training course designed for personnel responsible for maintaining, troubleshooting, and repairing Advantor field equipment. This is an advanced version of Advantor’s Infraguard / Infraguard II Panel Installation and Service Training course. The course includes advance instruction on installation, maintenance, troubleshooting, and repair. Attendees planning to attend this class MUST have attended at least one panel technical seminar within the past two years.

ADVANTOR SOFTWARE END-USER LICENSE AGREEMENT

GSA Contract Number GS-07F-039DA

Advantor Software EULA Page 1 of 12 v4 Approved by GSA Legal on 12 February 2015 for GS-07F-8785D

Incorporated into GS-07F-039DA on 02 December 2015

This End-User License Agreement for Advantor Systems Software Products is effective as of the date that it is fully executed (“Effective Date”) between you (“Customer”), an Ordering Activity authorized to place orders under GSA Schedule 84, and Advantor Systems Corporation (“Advantor”) of 12612 Challenger Parkway Suite 300 Orlando, Florida 32826, for software developed by Advantor and provided to Customer under GSA Contract Number GS-07F-039DA (“the GSA Contract”). This Agreement governs the Customer’s installation and use of such Advantor Software;

1. Whereas Advantor is the designer, manufacturer, installer and maintainer of Advantor electronic security systems which are provided with software and firmware embedded into the individual products offered, and;

2. Whereas the licenses of any non Advantor software or firmware are embedded within the hardware products and are inseparable, and;

3. Whereas the hardware and software products with this embedded software and firmware form a fully integrated electronic security system;

4. Whereas the Advantor ASN, Advantor SF/Xi, and the Infraguard products form the core of the Advantor integrated system, and;

5. Whereas the cost of the Advantor software and firmware are integral to the individual hardware subsystems provided.

In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings:

1.1. “Advantor Confidential Information” means any and all information relating to the trade secrets, operations, processes, plans, know-how, designs, customer and market opportunities, data and/or business of Advantor and/or its customers, suppliers, clients or affiliated companies, and other information and data that is not publicly available, in or on any medium of format. Without limiting the generality of the foregoing, all Software and Documentation, any Updates thereto shall be deemed to be Advantor Confidential Information. Advantor Confidential Information does not include Confidential or Classified Information which is owned by the United States Government.

1.2. “Customer” means GSA and any Ordering Activity of the U.S. Government, independent agencies, and Contractors that are authorized to purchase goods and services under GSA Schedule 84, Total Solutions for Law Enforcement, Security, Facilities Management, Fire, Rescue, Clothing, Marine Craft, and Emergency / Disaster Response.

1.3. “Designated Facility” means the customer-specific application and geographic location(s) at which the Software is deployed as designated on the corresponding Delivery Order.

EULA Page 2 of 12 v4 Approved by GSA Legal on 12 February 2015 for GS-07F-8785D

Incorporated into GS-07F-039DA on 02 December 2015

1.4. “Documentation” means all documentation and other supporting technical information, manuals, guides, guidelines, qualifications and materials regarding the use of the Software.

1.5. “Error” means a reproducible defect in the Software Product or Documentation when operated in accordance with the Documentation which causes the Software Product not to operate substantially in accordance with the Documentation.

1.6. “Improvements” means any invention, discovery, development, modification or improvement with respect to the Software, the Documentation or any Updates, or relating to the exploitation thereof, whether or not patented or patentable, that is conceived, reduced to practice, discovered, developed or otherwise made at any time during the Term, including any enhancement in the efficiency or operation, of the Software, the Documentation or any Updates.

1.7. “Intellectual Property Rights” means all worldwide statutory and common law rights associated with: (a) patents and patent applications; (b) works of authorship, including copyrights, copyright applications, copyright registrations, and “moral rights”; (c) the protection of trade and industrial secrets and Advantor Confidential Information; (d) trademarks, trade names, service marks and domain names used by a Party, whether registered or unregistered; and (e) any divisions, continuations, renewals, and reissuances of any of the foregoing.

1.8. “Software” means Advantor’s proprietary software products referred to as “Advantor Suite for Networks” (“ASN”) and “Advantor SF/Xi” (“SFXi”), in object code form distributed by Advantor for which Customer is granted a license pursuant to this Agreement, related Media, Documentation, and any Updates thereto. Specific part numbers for the Software Products are listed in Exhibit A attached hereto.

1.9. “Updates” means any modifications, error corrections, bug fixes, new releases, or other updates of or to the Software and Documentation that may be developed and implemented by Advantor from time to time. Any Update made available by Advantor hereunder shall be deemed part of the Software and shall be subject to the terms and conditions of this Agreement.

1.10. “Warranty Period” means the warranty period in accordance with the terms of the Delivery Order. If not specified on the Delivery Order, per the GSA contract, the warranty period is two years from the date of shipment from Advantor.

1.11. “Work Product” means any test cases, reports, documentation and all other work products created or made by Advantor for the benefit of Customer as a derivative work of the Advantor Software Products.

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Incorporated into GS-07F-039DA on 02 December 2015

2. APPLICABILITY

2.1. Software Products. This Agreement applies to all Advantor Software Products included on the GSA Contract, including all versions of the Advantor Suite for Networks (ASN) and Advantor SF/Xi (SFXi), as well as the Advantor Infraguard products, as listed in Exhibit A, related Media, Documentation, and Updates thereto.

2.2. Ordering Activities. This Agreement only applies to Ordering Activities of the U.S.

Government, independent agencies, and Contractors that are authorized to purchase goods and services under GSA Schedule 84, Total Solutions for Law Enforcement, Security, Facilities Management, Fire, Rescue, Clothing, Marine Craft, and Emergency / Disaster Response. Additionally, this Agreement shall apply to the Ordering Activity itself, shall only apply to the installation and use of the Advantor Software for official government business only on behalf of the Ordering Activity, and shall not apply to any individual who utilizes the Advantor Software Products for his or her personal use or for a use.

3. PRECEDENCE AND FURTHER AMENDMENT.

3.1. Order of Precedence. To the extent this Agreement conflicts with the terms of the Schedule contract, the terms of the Schedule contract shall prevail. Order of precedence will be determined consistent with FAR 52.212-4(s).

3.2. Amendment. This Agreement may only be modified upon written consent of both parties.

4. LICENSE AND PROPRIETARY RIGHTS

4.1. Limited License. Subject to Customer’s full compliance with the terms and conditions set forth herein, Advantor hereby grants to Customer a non-exclusive and non-transferable license during the Term,…