MAS - NC4 Public Sector LLC - GS35F0204T

GENERAL SERVICES ADMINISTRATION

Federal Acquisition 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. The INTERNET address for GSA Advantage! ® is: www.GSAAdvantage.gov.

MULTIPLE AWARD SCHEDULE

Code F – Information Technology

F.03 – IT Services Subcategory F.04 – IT Software Subcategory

Special Item Number 54151S – IT Professional Services

Special Item Number 511210 – Software Licenses Special Item Number 54151 – Software Maintenance Services

Special Item Number OLM – Order Level Materials

Contract Number: GS-35F-0204T Period covered by contract: December 29, 2006 to December 28, 2026

Pricelist current through Modification #PA-0062 – Effective on April 18, 2025

NC4 Public Sector LLC 8300 Boone Blvd., Suite 800

Vienna, VA 22182-2681 Phone: 781-373-9800

FAX: 818-484-2299

Website: http://www.everbridge.com

Contact for Contract Administration Noah Webster

Phone: 312-589-8010 Email: noah.webster@everbridge.com

Large Business

For more information on ordering from Federal Supply Schedules click on: fss.gsa.gov.

http://www.gsaadvantage.gov/ http://www.everbridge.com/ http://www.gsa.gov/portal/category/100623

Contents

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND SOFTWARE MAINTENANCE SERVICES (SPECIAL ITEM NUMBER 54151)………………………………………………………………………………. 5

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL

ITEM NUMBER 54151S)

LABOR CATEGORY DESCRIPTIONS

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

NC4 PUBLIC SECTOR LLC GSA PRODUCT PRICE LIST

NC4 PUBLIC SECTOR LLC GSA LABOR CATEGORY PRICE LIST

SOFTWARE LICENSE TERMS AND CONDITIONS

CUSTOMER INFORMATION

1a. Table of Awarded Special Item Numbers (SINs):

Special Item Number 54151S – IT Professional Services Special Item Number 511210 – Software Licenses Special Item Number 54151 – Software Maintenance Services

1b. Lowest Priced Model Number per SIN: See GSA Product Pricing, which begins on Page 18.

1c. Hourly Rates: See GSA Hourly Rates, which begin on Page 21.

2. Maximum Order for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 54151S – IT Professional Services Special Item Number 511210 – Software Licenses Special Item Number 54151 – Software Maintenance Services

Maximum Order for the following Special Item Number (SIN) is $250,000:

3. Minimum Order: $100

4. Geographic Coverage (Delivery Area): Domestic and Overseas

5. Point of Production: United States

6. Discount from List Prices or Statement of Net Price: Prices shown are Net Prices; Basic Discounts have been deducted.

7. Quantity/Dollar Volume Discounts: None

8. Prompt Payment Terms: Net 30 Days

Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign Items: Not Applicable

10a. Time of Delivery: 30 Days ARO for all SINs

10b. Expedited Delivery: Software products can be delivered electronically via ftp download, overnight or within 2 days. Customers may contact NC4 Public Sector LLC for rates.

10c. Overnight and 2-day Delivery: Software products can be delivered electronically via ftp download, overnight or within 2 days. Customers may contact NC4 Public Sector LLC for rates.

10d. Urgent Requirements: Under the provisions of the Urgent Requirements clause of this contract, agencies may contact Contractor to effect an expedited delivery.

11. FOB Point: Destination

12a. Ordering address: 8200 Greensboro Drive, Suite 402, McLean, VA 22102. Telephone: 781-373-9800

Fax: 818-484-2299 and Email: Mike.Mostow@everbridge.com

12b. Ordering procedures: For supplies and services, the ordering procedures and information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address: 155 N. Lake Ave., Suite 900, Pasadena, CA 91101

14. Warranty Provision: Standard Commercial Warranty.

15. Export Packing Charges: Not applicable

16. Terms and conditions of rental, maintenance, and repair: Included in software license terms and conditions at the end of this document.

17. Terms and Conditions of installation: Included in software license terms and conditions at the end of this document.

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not applicable

18b. Terms and conditions for any other services: Not applicable

19. List of service and distribution points: Not applicable

20. List of participating dealers: Not applicable

21. Preventive maintenance: Not applicable

22a. Special attributes such as environmental attributes (e.g. recycled content, energy efficiency, and/or reduced pollutants): Not applicable

22b. If applicable, indicate that Section 508 compliance information is available on information and communications technology (ICT) supplies and services and can be found at: http://www.nc4.com. The ICT standards can be found at www.Section508.gov.:

23. Unique Entity Identifier (UEI) number: WAQXHMGA46F1

24. Currently Registered in System for Award Management (SAM) Database via CAGE Code 0GNA2.

http://www.nc4.com/ http://www.section508.gov/

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER

511210) AND SOFTWARE MAINTENANCE SERVICES (SPECIAL ITEM NUMBER 54151)

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 post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

3. 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.

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. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2).

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.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 800-209-2312 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available 24/7.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :

___X___ _ 1. Software Maintenance as a Product

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 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 rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

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.

Software Maintenance as a product is billed at the time of purchase.

__X____ _ 2. Software Maintenance as a Service

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.

Software maintenance as a service is billed in 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.

6. PERIODS OF TERM LICENSES AND MAINTENANCE

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Term licenses and/or maintenance 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 and/or maintenance, the period of the term licenses and/or maintenance 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 and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance 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 and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO 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 (l0) 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 N/A % of all term license payments during the period that the software was under a term license within the ordering activity.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of N/A * 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 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 54151, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

9. UTILIZATION LIMITATIONS

a. 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 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.

10. SOFTWARE CONVERSIONS

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, 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, 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.

11. 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 shall be a brief, introductory explanation of the modules and documentation which are offered.

12. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

****NOTE: All non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately.

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151S - Information Technology Professional Services apply exclusively to IT Professional Services within the scope of this Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract.

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT TERMS

AND CONDITIONS

(DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services.

9. INDEPENDENT CONTRACTOR

All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or

(ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services.

Progress payments may be authorized by the ordering activity on individual orders if appropriate.

Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212- 4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING

a. The Contractor shall provide a description of each type of IT Service offered under Special Item Number 54151S - IT Professional Services should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided.

b. Pricing for all IT Professional Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices, minimum general experience and minimum education.

LABOR CATEGORY DESCRIPTIONS

SVC-CONSLT - Consultant/Programmer – Level 1 Minimum/General Experience: Three (3) years

Minimum Education: Bachelor’s Degree or equivalent combination of experience

Functional Responsibilities:

Minimum of three (3) years experience in consulting, program and/or project management services.

Experience in the software/technology industry a plus. Responsible for organizing, directing and coordinating the planning and production of contract activities. Communicates effectively, both orally and in writing. Responsible for scheduling project work and the submittal of contract deliverables.

Prepares periodic project status reports. Serves as a primary point of contact with customer in tracking project status and in addressing technical, schedule and personnel issues.

SVC-ET-QS-14 - Consultant/Programmer – Level 5 Minimum/General Experience: Fifteen (15) years

Minimum Education: Master’s Degree, MBA or Technical certification equivalent.

Functional Responsibilities:

Minimum of fifteen (15) years experience in consulting, project management, and development services.

Experience includes: managing a staff of consultants and support staff to implement a strategic plan;

leading and directing a project team; allocating work among the staff; and providing guidance to team members. Prepares project schedules and performs routine employee relations activities. Responsible for the successful implementation and delivery of strategic, complex projects, including: project plans, level of effort estimates, scheduling, monitoring and progress tracking of projects. Allocates work; provides advice, guidance and training to subordinates; and recommends personnel staffing. Responsible for:

program and risk management, including: strategy, project controls, project plan reviews, risk analysis and mitigation, staffing, and organization development.

USA COMMITMENT TO PROMOTE

SMALL BUSINESS PARTICIPATION

PROCUREMENT PROGRAMS

PREAMBLE

NC4 Public Sector 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 maximu m 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:

Norbert Butler, Federal Sales, (P):301-253-6400, (F): 301-253-4024 or email: norbert.butler@nc4.com.

mailto:norbert.butler@nc4.com

BEST VALUE

BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) ________ ______ _ .

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acqu isition Regulation (FAR) 9.6.

This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures

Ordering Activity Date Contractor Date

BPA NUMBER_____________

(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(s)____________, Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity):

(1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below:

MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION DELIVERY SCHEDULES / DATES

(3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be _________ ___________ _.

(4) This BPA does not obligate any funds.

(5) This BPA expires on _________ _______ or at the end of the contract period, whichever is earlier.

(6) The following office(s) is hereby authorized to place orders under this BPA:

OFFICE POINT OF CONTACT

(7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.

(8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum:

(a) Name of Contractor;

(b) Contract Number;

(c) BPA Number;

(d) Model Number or National Stock Number (NSN);

(e) Purchase Order Number;

(f) Date of Purchase;

(g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and

(h) Date of Shipment.

(9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

(10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence.

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when responding to a ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:

• The customer identifies their requirements.

• Federal Supply Schedule Contractors may individually meet the customers need s, or -

• Federal Supply Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s requirement.

• Customers make a best value selection.

NC4 PUBLIC SECTOR LLC GSA PRODUCT PRICE LIST

SIN Product Name Manufacturer Part Number GSA Price

511210 ESA Domestic Government US Domestic Incidents (8 full access user IDs and 25 facilities included)

ESA DG $12,112.50

per year

511210 ESA User - Full Access 9-40 Additional Users (in blocks of 5) price for full access users 9-40

ESA FAU9-40 $5,225

per year per block of 5

511210 ESA Facilities 26-50 Additional Facilities (in blocks of 25) price for facilities 26-50

ESA F26-50 $3,562.50

per year per block of 25

511210 ESA Facilities 51-100 Additional Facilities (in blocks of 25) price for facilities 51-100

ESA F51-100 $2,375

per year per block of 25

511210 ESA User Alert Only 1-50 Alert Only Users (in blocks of 5) price for alert users 1-50

ESA AO1-50 $1,900

per year per block of 5

511210 E Team /Risk Center Integration component (Annual)

SW-ET-ESA $4,785.63

511210 E Team Emergency/Incident Management SaaS

SW-ET-SAAS $65,487.45

511210 NC4 Risk Center™ - Standard NC4 Situational Awareness Solution package (SaaS Model) includes: 5 Full Access Users, Up to 25 Locations, Location Monitoring Tools, Full Alert Profiling, Administration Tools, Global Real Time- Incident Content, ActivWeather™ Content for US only, Global Flashpoints, Country Reports, Resources, Maps (Situation, Country Risk, ActivWeather™-US Only), Incident Summary Reports

SW-RC-STD $29,575.16

511210 HRAP 2 Users Historical Reporting and Analysis Package

- 2 full access users

SW-RC-HRAP2 $4,929.19

511210 ActivMobile™ Access interactive maps via links embedded real-time alerts on specified smart phone devices.

SW-RC-AM $2,957.52

511210 15 Additional Full Access Users Annual fee for additional blocks of FA Users

SW-RC-FA15 $14,294.66

511210 NC4 Risk Center™ - USA

NC4 Situational Awareness solution package (SaaS model) Includes: 5 Full Access Users, Up to 25 Domestic US Locations (50 State), Location Monitoring

10000 $20,000.00

Tools, Full Alert Profiling, Administration

Tools, Domestic only (50 state) real-time Content, Maps (Situation, ActivWeather™- Domestic Only), Incident Summary Reports

511210 Total Assets/Locations 26 up to 100 (per Location)

Risk Center - Annual fee for additional Locations or Assets - Each

10034 $48.72

511210 5 Additional Full Access Users

Risk Center - License Fee for additional FA Users

10115 $5,437.50

511210 10 Additional Alert Only Users

Risk Center - License Fee for additional AO Users

10070 $4,095.96

511210 Total Assets/Locations 151 up to 250 (per Location)

Risk Center - Annual fee for additional Locations or Assets - Each

10036 $43.50

511210 E Team Self Host Production Additional Application – price for additional application sold within a single domain entity (Includes 1 county map and ESRI ArcIMS)

LIC-SVR $47,025

511210 E Team Enterprise - Self Host Backup SW-ET-BU $9,571.25

511210 E Team ARE - Self Host Warm Backup, including Crystal Reports Server license.

SW-ET-BUM $6,221.31

511210 E Team Enterprise Initial Perpetual Production License - MS SQL E Team R9 Enterprise License Incudes:

Crisis Management Suite, Universal Console, Dashboards, data replication, data sharing and collaboration, capacity support up to quad core processor or VM equivalent and unlimited users. Also includes integrated ESRI ArcGIS Server Std. For use with customer provided MS SQL.

SW-ET-ELS1 $63,696.67

511210 E Team ARE Perpetual Production License

- With CRS 2008 Analysis & Reporting Engine for data within E Team (Includes Crystal Reports Server 2008)

SW-ET-WC $11,485.50

54151 E Team Maintenance & Support (Annual maintenance and support for E Team product licenses under SIN 511210, excluding GIS maps which are subject to map annual renewal fee)

MR-LIC Calculated as 19.5% of license price

54151 E Team Maintenance - Self-Host Backup Annual maintenance fees for E Team Self- Host backup.

SW-ET-BUM -SH $2,009.96

54151 E Team Maintenance - ARE Warm Backup Annual maintenance fees for E Team Self- Host ARE warm backup.

SW-ET-ARE-WB $1,435.69

NC4 PUBLIC SECTOR LLC GSA LABOR CATEGORY PRICE LIST

SIN Labor Category Title Labor Category Number GSA Price

54151S Consultant/Programmer – Level 1

SVC-CONSLT $167.56 per hour

54151S Consultant/Programmer – Level 5

SVC-ET-QS-14 $2,140.94 per day

SOFTWARE LICENSE TERMS AND CONDITIONS

(On Following Pages)

NC4 E TEAM® (SELF-HOST SYSTEMS)

END USER LICENSE AGREEMENT

By executing this Agreement in writing, you consent to be bound by the terms and conditions of this End User License Agreement (“EULA”). The authorized single entity end user ordering under NC4 Public Sector LLC’s (“NC4”) GSA Schedule, Contract Number GS-35F-0204T (“GSA Contract”), is referred to herein as “Customer”.

1. Definitions.

1.1 “ASP Redundancy” means using NC4’s optional web-hosted services for Backup

Purposes, as defined in Section 4.

1.2 “Authorized User(s)” means any employee, agent or representative of Customer authorized to use the Software, or any emergency staff or agency, including any police, fire, paramedic or other emergency personnel or entity, necessary to use the Software for emergency management purposes only.

1.3 “Backup Purposes” means a reasonable and ordinary backup or archival copy of the Software for primary use for a limited period not to exceed thirty (30) days if the Software on the primary system is not available or for disaster recovery purposes only.

1.4 “CPU” means a central processing unit (processor) in any computer or computer system used by Customer to store, process, or retrieve data or perform other functions using operating systems and applications software.

1.5 “Documentation” means the NC4 user’s manuals and other materials in any form or medium customarily provided by NC4 to the users of the Software.

1.6 “Fees” means, collectively, the license fees for the Software, the maintenance and support fees, and any other fees, annual or otherwise, payable by Customer to NC4 pursuant to a particular Order.

1.7 “Order” means a document, Statement of Work, task order, or purchase order or alternative ordering document agreed to by both parties in writing, that specifies the Services to be provided by NC4 and the applicable Fees for the Services.

1.8 “Services” means work performed by NC4 for Customer pursuant to an Order.

1.9 “Software” means the software programs and/or applications in object code form only described in Documentation or an Order.

1.10 “Support” shall have the meaning set forth in Section 3.2.

1.11 “Training Courseware” means the design and layout of NC’s training materials.

2. Software License.

2.1 License Grant. Subject to the terms and conditions of this EULA, NC4 hereby grants to Customer a non-exclusive, non-transferable, non-assignable, perpetual (upon fully paid license and other fees due NC4) license, without the right to grant sublicenses, to use the object code only of the Software.

The license is limited to the number of CPUs or Authorized Users set forth in the particular Order. The license granted in this Section 2.1 shall also include modifications to the Software that NC4 may make pursuant to Services that Customer purchases from NC4. Until such time that NC4 has been fully paid for all license and other Fees due, the term of the license shall be temporary.

2.2 Use Restrictions. Customer shall not, and shall not permit others to:

(a) install the Software on any server or at any site other than those designated by Customer to NC4;

(b) exceed the number of permitted Authorized Users of the Software as set forth on the particular Order (if a limited number of Authorized Users is so stated);

(c) use the Software in a service bureau or time-sharing arrangement;

(d) distribute, rent, lease, assign or transfer the Software to any third party, without NC4’s prior written consent; or

(e) modify, customize, reverse engineer, reverse assemble or reverse compile the

Software or any part thereof.

2.3 Copies of Software and Training Materials. Customer shall not copy the Software.

Notwithstanding the foregoing, Customer may make and maintain a single copy of the Software only as needed for reasonable ordinary archival and Backup Purposes or disaster recovery procedures. All copies shall be subject to the terms and conditions of this EULA and applicable copyright law, and all proprietary rights notices contained on the original Software shall be reproduced on or in any copies.

Customer may make copies of the training materials as needed for its reasonable and ordinary internal training purposes only. All proprietary rights notices contained on the training materials shall be reproduced on any copies. No copies of the Software or NC4 training materials shall be provided to any third party or competitor of NC4, without NC4’s prior written consent.

2.4 Ownership.

2.4.1 Licensed Software. Customer acknowledges and agrees that it is acquiring only the right to use the Software licensed under this EULA. NC4 is the owner of all right, title, and interest in and to the Software and all components and copies thereof, all modifications to the Software, and changes to the Software made by NC4 pursuant to this EULA, and all of the intellectual property rights in and to all of the foregoing. In no event shall title to all or any part of the Software pass to Customer. Customer agrees that, as between the parties, the Software and all copies (in whole or part) shall remain the exclusive property of NC4 and may not be copied or used except as expressly authorized by this EULA.

Any rights not expressly granted to Customer under this EULA are retained by NC4.

2.4.2 Documentation and. Training Materials. All Documentation and Training

Courseware and materials provided by NC4 hereunder, and all modifications thereto and intellectual property rights therein, shall be the sole property of NC4. Customer shall not use, in whole or in part, any of NC4’s Training Courseware or content in developing its own training materials.

2.5 Use of Third-Party Software. Customer shall not use any third-party software embedded in or otherwise provided with the Software on a stand-alone basis or in any way other than as provided with the Software. All third party software shall be used only in connection with the Software and for no other use. Use of the Crystal Reports software provided by NC4 as part of NC4’s Analysis and Reporting Engine (“ARE”) is limited solely to use in connection with NC4’s ARE, with data access limited to data created or used by the ARE, and is further subject to the Crystal Reports end user license agreement.

3. Software Maintenance and Customer Support. All maintenance and support Fees must be kept current in order for Customer to receive the following maintenance and support Services from NC4.

3.1 Maintenance/Upgrades. Purchase of annual maintenance entitles Customer to “point release” updates (e.g., bug fixes, defect corrections, minor enhancements) (“Updates”) to the Software, as well as version upgrades which may include major enhancements (“Upgrades”), for such Updates and Upgrades when commercially available. NC4 will provide such Updates or Upgrades remotely and within a mutually agreed upon number of days following Customer’s request, or as otherwise agreed to in writing. NC4 standard maintenance and support does not include: (i) maintenance and support Fees, updates or upgrades to any third party software; (ii) knowledge transfer; (iii) data migration; or (iv) training associated with Updates or Upgrades. If such Services are desired of NC4, they can be procured at NC4’s then-current professional services fees, plus any corresponding travel expenses, under a mutually agreed upon Order.

3.2 Customer Support. NC4 will provide Customer with the ability to report technical issues

24 x 7 for the Software/Solution. Response times to resolve issues in accordance with NC4’s current standard Customer Support Policy, a copy of which is available to Customer upon request. NC4 will provide Customer with 24 x 7 technical support for the NC4 Software application. Telephone support shall be available to not more than three (3) named callers. Support shall not include installation of upgrades or modification or customization of upgrades, problems not attributable to the Software, or problems arising from Customer’s actions to cause an error in the Software. Onsite installation of upgrades or modification or customization of upgrades is available by special arrangement, and will be billed at NC4’s then-current rates, plus travel expenses under a mutually agreed upon Order. Customer agrees to provide remote access to NC4 as needed to enable NC4 to provide telephone support services.

To the extent practical, NC4 shall provide Customer 24 hours notice if remote access is required. If Customer requests on-site support services, Customer agrees to grant NC4 access to its facilities and personnel to provide such support services, and reimburse NC4 for travel and related expenses in accordance with…