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18, CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a, For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for
the entire schedule contract:

(1) Time of detivery/installation quotations for individual orders;

Q) Technical representations and/or warranties of preducts concerning performance, total system performance
and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/
service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings
and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas
listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

None

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance
with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will
only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms
and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be
established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering
activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s).
Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.
This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor-(team
member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the
District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or
public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work
shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon
Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the
requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing
supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000,
then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of
the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the

ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and
-reinstallation services under SIN 132-8 or 132-9.

23. SECTION 508 COMPLIANCE.

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and
Information Technology (EIT) at the following:

http://www. ECNetwork.com/

The EIT standard can be found at: www.Section508.gov/.
Page 7

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering
activity, shall follow the terms of the applicable schedule and authorization and include with each order —

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a

copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:
This order is placed under written authorization from dated . Inthe event of any inconsistency
between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will
govern,

25. INSURANCE-—-WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at
least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that
the required insurance has heen 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—

a1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer,
whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this
contract that require work on a Government installation and shall require subcontractors to provide and maintain the
insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all
subcontractors‘ proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard
interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-
sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered

in the component registry located at http://www.cere.gov.

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the
value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under
this contract. (31 U.S.C. 3324)

Page 8

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM
NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33)
AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL
PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract, The ordering
activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require
repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its
postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before
any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the
contract’s commercial pricelist will apply to this contract.

Emergency Communications Network, LLC, warrants and implies that the services provided hereunder are merchantable and fit
for use for the particular purpose described in this contract. (note: as a web based solution 7X24X365 service and support is
included in the license pricing)

b, The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular
purpose described in this contract.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable
to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items,

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shal! provide a hot line technical support number (866) 939-
0911 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support
number is available from 9 AM to 6PM M-F Eastern Time, excluding holidays.

‘The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (800) 336-
3410 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support
number is available hours other than 9 AM to 6PM, M-F Eastern Time excluding holidays

4, SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :
X 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and
updates/upgrades in function and technology to maintain the operability and usability of the software
product. It may also include other no charge support that are included in the purchase price ofithe
product in the commercial marketplace. No charge support includes items such as user blogs, discussion
forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for user’s self diagnostics.

Emergency Communications Network, LLC includes software maintenance with license.

Page 9

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software
package. These examples are considered software maintenance as a service.

2. Software Maintenance as a Service (SIN 132-34)

Software maintenance as a service creates, designs, implements, and/or integrates customized changes to
software that solve one or more problems and is not included with the price of the software. Software
maintenance as a service includes person-to-person communications regardless of the medium used to
communicate; telephone support, on-line technical support, customized support, and/or technical
expertise which are charged commercially, Software maintenance as a service is billed arrears in
accordance with 31 U.S.C. 3324,

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the
completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT,
IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

5. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (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 discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor,
c. Annual Funding. When annually appropriated funds are cited on 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. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for
funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a
period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if
the term licenses is to be terminated at that time. Orders for the continuation of term licenses will be required if the term licenses
and/or maintenance is to be continued during the subsequent pericd.

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE - NOT APPLICABLE, Emergency
Communications Network, LLC does not offer a Perpetual License.

a. The ordering activity 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 activity the Contractor shall furnish, within ten (10) calendar days, for each
software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the
software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to
the next, provided the software remains on a term license within the ordering activity.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of
conversion from a term license to a perpetual license.

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was
initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a
perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period
that the software was under a term license within the ordering activity. ,

7. TERM LICENSE CESSATION NOT APPLICABLE, Emergency Communications Network, LLC does not offer a
Perpetual License.

a. After a sofiware product has been on a continuous term license for a period of * months, a fully paid-up,
non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of
continuous 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 activity. However, should the term license of the software

Page 10

be discontinued before 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 maintenance service for the software after a perpetual license has accrued,
at the prices and terms of Special Item Number 132-34, if the licensee elects to order such services. Title to the software shall
remain with the Contractor.

8. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132-33, AND SIN 132-34)
a. Software acquisition is limited to commercial computer software defined in FAR Part 2.191.
b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be
subject to the following:
(1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise
specified.
(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or

independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau,
division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in
the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint
projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other
agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third
parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take
appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third
parties that are permitted access to the computer programs and documentation in connection with the user ordering
activity’s permitted use of the computer programs and documentation. For purposes of this section, all such permitted
third parties shall be deemed agents of the user ordering activity.

3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make
available the software or documentation, or any portion thereof, in any form, to any third party without the prior written
approval of the Contractor, Third parties do not include prime Contractors, subcontractors and agents of the ordering
activity who have the ordering activity's permission to use the licensed software and documentation at the facility. and
who have agreed to use the licensed software and documentation only in accordance with these restrictions. This
provision does not limit the right of the ordering activity to use software, documentation, or information therein, which
the ordering activity may already have or obtains without restrictions,

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for
which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the
ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is
deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup
computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup
purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software;
and to modify the software and documentation or combine it with other software, provided that the unmodified portions
shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but
the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and
conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard
commercial legend.

9, SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made
as the result of a change in operating system , or from one computer system to another. Under a perpetual license (132-33), the
purchase 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 new version.

10. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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 shalt! be a brief, introductory explanation of the modules and documentation which

are offered.

11. RIGHT-TO-COPY PRICING
Page 11

The Contractor shall insert the discounted pricing for right-to-copy licenses. NOT APPLICABLE. Emergency
Communications Network, LLC does not offer right-to-copy licenses.

USA COMMITMENT TO PROMOTE
SMALL BUSINESS PARTICIPATION
PROCUREMENT PROGRAMS

PREAMBLE

EMERGENCY COMMUNICATIONS NETWORK, LLC provides commercial products and services to ordering
activities. We are committed to promoting participation of small, small disadvantaged and women-owned small
businesses in our contracts. We pledge to provide opportunities to the small business community through reselling
opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT

To actively seek and partner with small businesses.

To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by
purchasing from these businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support for awarding contracts and
subcontracts to small business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small
business to supply products and services to our company.

To insure procurement opportunities are designed to permit the maximum possible participation of small, small
disadvantaged, and women-owned small businesses.

To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement
conferences, etc., to identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses that may be interested in
subcontracting opportunities,

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small
businesses to promote and increase their participation in ordering activity contracts. To accelerate potential
opportunities please contact (Michael Staley, 866 939 0911, mstaley@ECNetwork.com, fax 386-676-1127.)

Page 12

Population
0-999
1000-4999
5000-7499
7500-9999
40000-12499
12500-15000
15000-17500
17500-19999
20000 - 22499
22500 - 24999
25000 - 27499
27500 - 29999
30000 - 32499
32500 - 34499
35000 - 37499
37500 - 39999
40000 - 42499
42500 - 44999
45000 - 47499
47500 - 49999
50000 - 52499
52500 - 54999
55000 - 57499
57500 - 59999
60000 - 62499
62500 - 64999
65000 - 67499
67500 - 69999
70000 - 72499
72500 - 74999
75000 - 77499

Standard License Pricing

$2,380.22

$4,760.44

$7,140.66

$7,140.66

$7,140.66

$7,140.66

$7,140.66

$9,520.88

$9,520.88

$11,901.09
$11,901.09
$14,281.31
$14,281.31
$14,281.31
$14,281.31
$16,661.53
$16,661.53
$16,661.53
$16,661.53
$16,661.53
$19,041.75
$19,041.75
$19,041.75
$19,041.75
$19,041.75
$21,421.97
$21,421.97
$21,421.97
$71,421.97
$21,421.97
$23,802.19

Page 13

31. CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of
the State of New Hampshire and any claim or action brought relating to this contract, the
work performed or contracted to be performed thereunder, or referable in anyway thereto
shall be brought in Hillsborough County (New Hampshire) Superior Court Southern
Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 13 of 13

Populatian
77500 - 79999
80000 - $2499
82500 - 84999
85000 - 87499
87500 - 89999
90000 - 92499
92500 - 34999
95000 - 97499
97500 - 99999

100000 - 104999
105000 - 109999
110000 - 124999
115000 - 119999
120000 - 424999
125000 - 179999
130006 - 134999
135000 - 139999
140000 - 144999
145000 - 149999

158000 - 199999
200000-249999

Population
0-999
1000-4999
5000-7499
7500-9999
10000-12499
12500-15000
15000-17500

17500-19999
20000 - 22499
22500 - 24999
25000 - 27499

Standard License Pricing

$23,802.19
§23,802.19
§23,802.19
$23,802.19
$26,182.41
$26,182.41
$26,182.41
$26,182.41
$26,182.41
$29,752.73
$29,752.73
$29,752.73
$32,728.01
$32,728.01
$35,703.28
$35,703.28
$35,703.28
$35,703.28
535,703.28

$35,703.28
$40,463.72

Unlimited Emergency
Usage License Pricing

$2,380.22
$2,380.22
52,380.22
$2,380.22
$2,380.22
$2,380.22
$2,380.22

$2,380.22
$2,380.22
$2,380.22
$2,380.22

Page 14

Population
27500 - 29999
30000 - 32499
32500 - 34499
3500C - 37499
37500 - 39999
40000 - 42499
42500 - 44999
45000 - 47499
47500 - 49999
50000 - 52499
52506 - 54999
55000 - 57499
57500 - 59999
60006 - 62499
62500 - 64999
65000 - 67499
67500 - 69999
70000 - 72499
72500 - 74999
75000 - 77499
77500 - 79999
8BOGOO - 82499
82500 - 84999
85000 - 87499
87500 - 89999
90000 - 92499
92500 - 94999
95000 - 97499
97500 - 99999

100006 - 104999
105600 - 109999
110000 - 1149995
115000 - 119999
120000 - 124999
125000 - 129999
130000 - 134999
135000 - 139999
140000 - 144999
145G00 - 149999
150600 - 199999
200000-249999

Untimited Emergency
Usage License Pricing

$17,089.97
$17,994.45
$18,898.94
$19,803.42
$21,898.01
$22,802.50
$23,706.98
$24,611.46
$25,515.95
$27,610.54
§28,515.02
$29,419.50
§ 30,323.99
$31,228.47
$33,323.06
$34,227.55
$35,132.03
$36,036.51
$36,941.00
$39,035.59
$39,940.07
$40,844.55
$41,749.04
$42,653.52
$44,748.11
$45,652.60
$46,557.08
$47,461.56
$48,366.05
$51,055.69
$52,864.66
$54,673.62
$57,970.23
$59,779.19
$63,075.80
$64,884.76
$66,693.73
$71,406.56
$71,406.56
$71,406.56
$80,927.44

Page 15