MAS - Spok Inc. - GS35F0262T

AUTHORIZED FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Note: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

33411 --- Purchasing of New Electronic Equipmnt - SUBJECT TO COOPERATIVE PURCHASING

FSC/PSC Class 7010 – IT HARDWARE

511210 --- Software Licenses - SUBJECT TO COOPERATIVE PURCHASING

FSC/PSC Class 7030 – IT SOFTWARE AND MAINTENANCE

54151 --- Maintenance of a Software as a Service - SUBJECT TO COOPERATIVE PURCHASING

517312 --- Wireless Mobility Solutions - SUBJECT TO COOPERATIVE PURCHASING

FSC/PSC Class D304 - TELECOMMUNICATIONS Spok, Inc., 3000 Technology Drive, Suite 400, Plano, Texas 75074

Phone 703.269.6850, Fax 877.351.0872, Email gov.sales@spok.com www.spok.com Contract Number: GS-35F-0262T Period Covered by Contract: 05-Feb-2022 through 05-Feb-2027

Pricelist current through Modification Request # PA-0071, dated 10/17/2024 Mass Modification # PS-A885 dated 19-Aug-2024 "Prices Shown Herein are Net (discount deducted)”

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s Home Page via the Internet at http://www.fss.gsa.gov/ Table of Contents

INFORMATION FOR ORDERING ACTIVITIES

Terms and Conditions SIN 33411

Terms and Conditions SIN 511210

TERMS AND CONDITIONS SIN 54151

TERMS AND CONDITIONS SIN 517312

1. INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!( on-line shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage!( and the Federal Supply Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1.

Geographic Scope of Contract:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico and Washington, DC.

Offerors are requested to check one of the following boxes:

[X] The Geographic Scope of Contract will be domestic and overseas delivery.

The Geographic Scope of Contract will be overseas delivery only.

The Geographic Scope of Contract will be domestic delivery only.

For Special Item Number 33411 Wireless Services ONLY, if awarded, will be for limited domestic service only.

Spok, Inc. will provide Software, one and two-way messaging services and wireless information services throughout the United States to include Alaska and Hawaii. These Services are offered on a local, regional and nationwide basis employing digital networks that cover more than 90% of the United States population.

2.

Contractor's Ordering Address and Payment Information:

Ordering/Contract Admin Address:

Payment Addresses

Spok, Inc.

3000 Technology Drive, Suite 400

P.O. Box 660324

Plano, Texas 75074

Dallas, TX 75266-0324 Contractors are required to accept credit cards for payments equal to or less than the micro‑purchase threshold for oral or written delivery orders. Credit cards will/will not be acceptable for payment above the micro-purchase threshold.

The following telephone number(s)can be used by ordering activities to obtain technical and/or ordering assistance:

Spok, Inc. H.Q.

800.611.8488 Customer Service Group:

888.957.7243 Michelle Wolfe

512.243.6147, Fax 866.432.8513 Scott Reilly

443.305.6145, Fax 877.351.0872 3.

LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4.

Statistical Data for Government Ordering Office Completion of Standard Form 279:

Block 9: G. Order/Modification Under Federal Schedule Block 16: Unique Entity Identifier (UEI) JEARDVYGX7M7

Data Universal Numbering System (DUNS) Number: 139624829 Block 30: Type of Contractor – B = Other Small Business B.

Other Small Business

Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 91-1199104 4a.

CAGE Code: 0SC08 4b.

Contractor has registered with the Central Contractor Registration Database.

5.

FOB Destination, Shipment sent via UPS Ground, expedited/overnight delivery at an additional charge 6.

DELIVERY SCHEDULE

a.

TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER

DELIVERY TIME (Days ARO) 33411 FSC CLASS 5820 Radio TV EQ Except Airborne

30 Days 33411 FSC CLASS 5830 – Pagers

5-7 Days

33411 FSC CLASS 5895 – IRM Communication Equipment

33411 FSC CLASS N070 – Installation of Equipment

511210 FSC CLASS 7030 – Information Technology Software

90-120 Days b.

URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7.

Discounts: Prices shown are NET Prices; Basic Discounts have been deducted.

a.

Prompt Payment: 0 % - 0 days from receipt of invoice or date of acceptance, whichever is later.

b.

Quantity None c.

Dollar Volume None d.

Government Educational Institutions are offered the same discounts as all other Government customers. None

e. Other. Volume Discounts Available with Vice President/Executive Approval.

8.

Trade Agreements Act of 1979, as amended:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9.

Statement Concerning Availability of Export Packing: N/A 10.

Small Requirements: The minimum dollar value of orders to be issued is $ 15.00.

11.

Maximum Order (All dollar amounts are exclusive of any discount for prompt payment.)

a.

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

Special Item Number 33411 - Purchase of Equipment

Special Item Number 511210 - Perpetual Software Licenses Special Item Number 54151 - Maintenance of Software as a Service

Special Item Number 33411 - Wireless Services

12.

ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a.

FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b.

FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13.

FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

14.

CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001) FSS A/L FC 01-5

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regards to this contract.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

15.

CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1.)

16.

GSA Advantage!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and (3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is http://www.fss.gsa.gov/.

17.

PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

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 delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products 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, Alaska, Hawaii, Puerto Rico and Washington, DC.

N/A

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 33411.

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://spok.com/acceptable_use_policy_agreements/508compliance.html The EIT standard can be found at: www.Section508.gov/.

Spok, Inc. is committed to providing wireless products and services that are accessible to all people, including individuals with disabilities. Spok, Inc. believes that the hardware used for access to our network provides accessibility options to various users by way of these standard features:

1. Vibration and audible alert, with volume settings 3. Adjustable font sizes

2. Operator dispatch 4. Voice mail Although Spok, Inc. does not manufacture the hardware used to access our networks we continue to work with our vendors to develop and offer hardware and solutions that are accessabile to all individuals. Spok, Inc. with work with individual agencies as needed to identify their specific Section 508 requirements.

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 _______. In the 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)28.310

(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 been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

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

(2) 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.core.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)

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT

(SPECIAL ITEM NUMBER 33411)

1.

MATERIAL AND WORKMANSHIP

All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

2.

ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

3.

TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract.

4.

INSTALLATION AND TECHNICAL SERVICES

All handheld paging reception/hardware devices are normally self-installable and ready to use upon delivery with installation of battery. IRM Packages, Transmitters, Recievers and Antennas will require installation by Spok, Inc.

a.

INSTALLATION. When the equipment provided under this contract is not normally self-installable, the Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed below, or in the price schedule:

All paging equipment, desk top or rack mount transmitters, interfaces and related products under SIN 33411 are normally self-installable. IRM Transmitter, Recievers and Antenna under FSC CLASS 5820 require

Spok, Inc. installation and technical support is required. Charges are listed in the price schedule.

b. 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 33411.

c.

OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased.

5.

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 equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment 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 item, unless the change is due to the defect in the item.

6.

WARRANTY

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

Standard commercial warranty of 30 days applies to all paging products unless stated differently in price list.

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.

d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows:

Repair & Returns

3000 Technology Drive, STE 400

Plano, TX 75074-9998

7.

PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less.

8.

RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

9.

TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT

When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

10. PRODUCT PRICING

New Equipment Purchase Prices – Spok, Inc. Does Not Sell Equipment Without Activation of Service

For a complete listing of all Spok, Inc. paging devices to include User Guides and product specific Data Sheets please vist our web site at: www.spok.com. Prices for service enabling devices offered above are only vaild for equipment activated on Spok, Inc. wide area paging network.

Single Server Narrow Band & Wide Band Paging Multi- User System.

Wide area and in-house connectivity (dual frequency control), Up to 5000 devices, all paging protocols supported, 4 telephony trunks, 5 TAP modem connections, multiple transmitter controllers, 3 direct TAP ports, Remote administration of IRM system via 32 bit client (5 clients). Messaging and directory look-up via Web Browser, voice prompts, voice prompts. Requires Spok, Inc. installation and includes shipping.

Dual server Narrow Band Multi- User System.

Wide area and in-house connectivity with no restriction of number of frequency control, Up to 10,000 devices, all paging protocols supported, 4 telephony trunks 7 TAP modem connections, multiple transmitter controller, 8 direct TAP ports, Remote administration of IRM system via 32 bit client (10 clients). Messaging and directory look-up via Web Browser, voice prompts, Full CTI functinality including status availability, device forwarding, referral and password management with UPS backup. All components rack mounted. Requires Spok, Inc. installation and includes shipping.

Redundant multi-user messaging platform, narrow band & wide band enterprise solution.

Wide area and in-house connectivity mirrored database management, up to 20,000 devices, all paging protocols supported, 7 TAP modem connections, multiple transmitter controller, 8 direct TAP ports. Remote administration of IRM system via 32 bit client (10 clients), messaging and directory look-up via Web Browser, voice prompts, CTI including status availability, device forwarding, referral and password management. All components rack mountable. Requires IRM-E100 installation.

Spok, Inc VHF100-225 Watt Single Transmitter Assembly

VHF100-225 Watt Transmitter; DSP Exciter- Capable of all known digital paging formats plus analog voice. 25 & 12.5 KHz Channel Spacing;(12.5KHz -Digital Only) 100% Continuous Duty; Simulcast Compatable 152.0075 MHZ, oscillator, 42" cabinet, lightning protection, controller, and antenna. Requires Spok, Inc. installation and includes shipping.

Spok, Inc VHF100-225 Watt Redundant Transmitter Assembly

VHF100-225 Watt Transmitter (2); DSP Exciter- Capable of all known digital paging formats plus analog voice. 25 & 12.5 KHz Channel Spacing;(12.5KHz -Digital Only) 100% Continuous Duty; Simulcast Compatable 152.0075 MHZ, oscillator (2), 72" cabinet, lightning protection (2), controller (2), hotstandby transfer panel w/coax relay, and antenna (2). Requires Spok, Inc. installation and includes shipping.

Spok, Inc VHF25-125 Watt Single Transmitter Assembly

VHF transmitter 25-125 Watts, oscillator, 42" cabinet, lightning protection, controller, and antenna. Requires Spok, Inc. installation and includes shipping.

Spok, Inc VHF25-125 Watt Redundant Transmitter Assembly

VHF transmitter 25-125 Watts (2), oscillator (2), 72" cabinet, lightning protection (2), controller (2), hotstandby transfer panel w/coax relay, and antenna (2). Requires Spok, Inc. installation and includes shipping.

Spok, Inc UHF50-250 Watt Single Transmitter Assembly

UHF 50-250 Watt Transmitter; DSP Exciter- Capable of all known digital paging formats plus analog voice. 25 & 12.5 KHz Channel Spacing;(12.5KHz -Digital Only) 100% Continuous Duty; Simulcast Compatable Standard Interface, , oscillator, 42" cabinet, lightning protection, controller, and antenna. Requires Spok, Inc. installation and includes shipping.

Spok, Inc UHF50-250 Watt Redundant Transmitter Assembly

UHF 50-250 Watt Transmitter; DSP Exciter- Capable of all known digital paging formats plus analog voice. 25 & 12.5 KHz Channel Spacing;(12.5KHz -Digital Only) 100% Continuous Duty; Simulcast Compatable Standard Interface (2), oscillator (2), 72" cabinet, lightning protection (2), controller (2), hotstandby transfer panel w/coax relay, and antenna (2). Requires Spok, Inc. installation and includes shipping.

Spok, Inc UHF25-125 Watt Single Transmitter Assembly

UHF transmitter 25-125 Watts, oscillator, 42" cabinet, lightning protection, controller, and antenna. Requires Spok, Inc. installation and includes shipping.

Spok, Inc UHF25-125 Watt Redundant Transmitter Assembly

UHF transmitter 25-125 Watts (2), oscillator (2), 72" cabinet, lightning protection (2), controller (2), hotstandby transfer panel w/coax relay, and antenna (2). Requires Spok, Inc. installation and includes shipping.

TERMS AND CONDITIONS APPLICABLE TO

PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 54151) 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

This Customer Agreement Master Terms and Conditions (“Master Terms and Conditions”) is entered into by Spok, Inc. (“Spok”) and the GSA Customer under GSA Schedule contracts (“hereafter Licensee or Ordering Activity”). These Master Terms and Conditions are effective as of the latest date signed below after all parties have signed. The entire agreement between the parties includes these Master Terms and Conditions, the underlying GSA Schedule Contract, the Schedule Price List and each GSA Customer Purchase Order (“Order”) entered into by Customer and Spok at any time and which refers to these Master Terms and Conditions (collectively, the “Agreement”).

The following terms supplement and govern each Order entered into by Customer and any Spok at any time:

1. Definitions.

1.1 “Designated Users” means the maximum number of users or other quantity designation identified on an Order who are authorized to use the Software.

1.2 “Documentation” means the then-current electronic or printed material, operating and technical documentation relating to the functions, features or specifications and operations of the applicable Software and made available by Spok. Documentation excludes all marketing materials, proposals, demonstrations and content made available for instructional or informational purposes only.

1.3 “Hardware” means any physical components of a computer or other electronic system which is licensed to the Licensee and described on an Order.

1.4 ”Maintenance” means updates to the Software which Spok incorporates into the Software and does not separately price or market, together with using reasonable efforts to provide Licensee with avoidance procedures.

1.5 ”GSA Customer Purchase Order” (“Order”) means an Order for goods or services placed by the GSA Customer under the GSA Schedule Contract and FAR part 8.4. All Orders entered into by Spok and Customer shall refer to this Agreement.

1.6 “Permitted Users” means the natural persons authorized by Licensee to use the Products within the scope of the License and who each have an ID (profile) and password.

1.7 “Perpetual License” means a license to use the Software that does not have a term limit identified on an applicable Order.

1.8 “Products” means the Software and/or Hardware, together with its applicable Documentation, which have been included in an Order.

1.9 “Release” means the edition of a Product after it has been designated as a release and made generally available by Spok.

1.10 “Services” means training, implementation, consulting, subscription or other services provided by Spok, excluding S support.

1.11 “Software” means the software code and media described in an Order and any repairs, replacements, upgrades, updates, enhancements and new Releases provided by Spok under applicable Maintenance or Support, and any copies made available to the Licensee.

1.12 “Subscription License” means a license to use the Software that has a specific term limit identified on an applicable o Order.

1.13 Service Level Expectation (“SLE”) means Spok’s document describing the levels of Support included or available for purchase by Licensee under an Order, and the documents referenced therein.

1.14 “Support” means the level of maintenance and support services described in an Order and in the SLE, and purchased by Licensee for the Spok Products listed in that Order.

1.15 “Support Period” means the period of time designated in an applicable Order.

1.16 “Warranty Period” means the period beginning on the day the Licensee accepts Hardware licensed from Spok and ending ninety (90) days later.

2. Software License Grant.

Upon execution of an Order by Spok, Spok hereby grants Licensee a non-exclusive and non-transferable license to use and to allow its Permitted Users to use or access the Products described in the Order the License granted is up to the maximum number of Designated Users identified on the Order and is only for internal use by Licensee and Permitted Users for Licensee’s operations. In no way does the License grant the Licensee and its Permitted Users the right to grant sub-licenses or authorizations, whether exclusive or non-exclusive, to third parties for access to or use of the Software.

3. Software License Limitations.

Licensee and its Permitted Users shall not: (i) adapt the Software or create derivative versions of the Software; transmit, distribute or supply, whether by rental, sale, licensure, loan, or any other mechanism, partially or in full, the Software to any third party; rework the Software (e.g., for the purpose of correcting deficiencies) or make additions or improvements to the Software; (iv) reverse engineer the Software or attempt to derive source code from the Software; (v) alter or modify the Documentation; (vi) use the Software to provide support to or a service to any third party; (vii) copy the Software for any reason (including in a virtual environment, creating a test environment, redundant environment, for disaster recovery purposes, or replication of the Software, except to the extent Spok has given prior written consent to Licensee to copy the Software or the Licensee has licensed additional copies of the Software for the above purposes; (viii) Licensee is prohibited from removing or altering any of the confidential, proprietary or intellectual property rights notice(s) embedded in or that Spok otherwise provides with the Software; and (ix) Licensee may not simultaneously use the same User ID (profile) on more than one computer terminal or access point. Upon request during the Support Period, Spok will provide Licensee additional copies (either by CD/DVD or electronic format) of the Software listed in a Purchase Order pursuant to the GSA Schedule Contract).

4. Delivery and Installation.

4.1 Except as otherwise agreed in an Order, Licensee is responsible for all installation of the Software and Hardware, delivery, training, data conversion, implementation and other services.

5. Services.

The applicable Order will state (i) the rates based on the GSA Schedule Price List and the basis for provision of Services to Licensee. In the provision of Services to Licensee, Spok may share information of Licensee with its business partners as may be necessary to provide Services to Licensee. Any business partner engaged by Spok to assist in the provision of Services to Licensee will adhere to the Confidential Information standards contained in Section 23.

6. Support Services.

6.1 Types of Support Services. Spok will provide Licensee with the level of Maintenance and Support identified on a Purchase Order at the prices stated therein, based on the GSA Schedule Price List. (“Support Fees”). Subject to the level of Support purchased and Section 6.4(b), Support will include: (a) help desk support, (b) corrections to allow the unmodified Software (when properly installed and configured) to operate materially and substantially as described in the Documentation for that Software (by providing a program patch, update, new Release, or instruction for avoiding the error, as determined by Spok), and (c) updates and new Releases of the Software when made generally available by Spok for installation and use by Licensee. New Software requires execution of a new or modified Order and is not provided as a new Release or as part of Support for other Software.

6.2 Limitations. All Support will be part of the applicable Products and will be performed pursuant to the Spok Support guidelines listed in the SLE and this Agreement. Spok’s obligation to provide Licensee with Support for the Products owned by parties other than Spok is limited to providing Licensee with the Support that the applicable third-party owner provides to Spok for that Product. Licensee must provide Spok with such facilities, equipment and support as are reasonably necessary for Spok to perform its obligations under this Agreement, including remote access to the Products.

6.3 Support and Support Renewal.

a. During the initial Support Period, Spok (i) will directly or indirectly provide Support to Licensee for the Products pursuant to the Purchase Order and the underlying GSA Schedule Contract.

b. Unless otherwise described in an applicable Purchase Order pursuant to the GSA Schedule Contract, Spok does not maintain or support Products modified outside of Support or Services provided by Spok. After the Initial Support Period Renewal shall require execution of a new or modified Purchase Order.

7. Limited Warranty and Disclaimer of Warranty

7.1 Limited Warranty by Spok.

a. Software Warranty. At the time of your acceptance of the Software, Spok warrants that (a) the applicable media for the Software will be free of defects, (b) Spok will have timely used up-to-date, commercially available virus scanning and cleaning, and will not have knowingly (based on the results of that scanning and cleaning) delivered Software containing any viruses, time bombs or other undocumented programs which inhibit the use of the Software, and (c) Software will include the functionality described in the Documentation for the Software.

b. Hardware Warranty. Unless otherwise stated on an applicable Order Form, Spok warrants for a period of ninety (90) days, beginning on the date of acceptance, that the Hardware is free from defects in material and workmanship. Spok’s obligation under any Hardware warranty is limited to repairing and replacing, at Spok’s option, the Hardware at no charge to Licensee.

c. Software and Hardware Warranty Conditions. The Software and Hardware warranties set forth in Sections 7.1a and 7.1b are conditioned upon (i) Licensee’s proper use, maintenance, management and supervision of the Software and Hardware, (ii) use with supplies or consumable materials supplied by Spok, (iii) use with a suitable operating environment, (iv) the absence of any intentional or negligent act or other cause external to the Software or Hardware affecting their operability or performance, and (v) the conditions set forth in Section 7.3.

7.2 Disclaimer of Warranty.

THE LIMITED WARRANTIES IN THIS SECTION 7 ARE MADE TO LICENSEE EXCLUSIVELY AND ARE IN LIEU OF ALL OTHER WARRANTIES. SPOK MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, DOCUMENTATION, HARDWARE, SUPPORT, MAINTENANCE, AND SERVICES, IN WHOLE OR IN PART, OR ANY OTHER MATTER UNDER THIS AGREEMENT. SPOK EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. SPOK EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE. FURTHER, SPOK EXPRESSLY DOES NOT WARRANT THAT PRODUCTS OR ANY SUPPORT WILL BE USABLE BY LICENSEE, IF THE PRODUCT HAS BEEN MODIFIED BY ANYONE OTHER THAN SPOK, WILL OPERATE WITHOUT INTERRUPTION, OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THOSE IDENTIFIED IN THE DOCUMENTATION. SPOK DOES NOT WARRANTY THAT THE SOFTWARE, SUPPORT, HARDWARE ORSERVICES ARE FREE OF NONMATERIAL DEFECTS OR THAT THEY WILL MEET THE SPECIFIC REQUIREMENTS OR NEEDS OF LICENSEE’S ORGANIZATION.

7.3 Abrogation of Limited Warranty. The limited warranties in this Section 7 will be null and void to the extent that (i) without the prior written approval of Spok, which will not be unreasonably withheld, Support is performed on the Products by any party other than Spok or an Spok-approved party, or (ii) any addition to, removal from or modification of the Products is made without Spok’s approval. All parts replaced under warranty will become the property of Spok. All of Spok’s Support and Services that are not covered under this limited warranty shall be ordered pursuant to the execution of a new or modified Order.

7.4 Failure of Essential Purpose. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTION 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER LICENSEE HAS ACCEPTED ANY SOFTWARE OR SERVICE

UNDER THIS AGREEMENT.

7.5 Secondary Use for Notification. Licensee understands and agrees that any Product used to assist in providing system notification to its users is limited to secondary notification only and that Licensee’s own systems provide primary notification. Spok disclaims any warranty or responsibility for providing system notification to Licensee’s users.

8. Indemnity by Spok.

Spok will indemnify the GSA Customer at its own expense, against any action brought by a third party to the extent that the action is based upon a claim that the Software directly infringes any patent, copyright or misappropriates any trade secret and Spok will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.