MAS - Watch Systems LLC - GS35F0589T

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service

AUTHORIZED FEDERAL SUPPLY SCHEDULE FSS PRICE LIST

Online access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for GSA Advantage!® is: https://www.GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: Information Technology FSC Class: DA01

Contract number: GS-35F-0589T

Contract period: October 9, 2022 – October 8, 2027

Watch Systems, LLC

4 Sanctuary Blvd, Suite 100

Mandeville, LA 70471

985-871-8110 https://www.watchsystems.com

Contract Administration:

Louis J. Luzynski

Managing Partner

985-871-8112

985-871-8115 (fax) lluzynski@watchsystems.com

Business size: Small Business

For more information on ordering go to the following website: https://www.gsa.gov/schedules.

Price list current as of Modification # PO-0028 effective 05/13/2025

Prices Shown Herein are Net (discount deducted) https://www.watchsystems.com/ https://www.gsa.gov/schedules

CUSTOMER INFORMATION

1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

SINs Recovery SIN Title

54151S 54151SRC

54151SSTLOC

Information Technology Professional Services

511210 511210RC

511210STLOC

Software Licenses

OLM OLMRC Order-Level Materials (OLM’s)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. See Page 4

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item. See Page 4

2. Maximum order:

SINs Maximum Order

54151S $500,000

511210 $500,000

OLM $250,000

3. Minimum order: $100

4. Geographic coverage (delivery area). Domestic

5. Point(s) of production (city, county, and State or foreign country). Not Applicable – Services

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts. None

8. Prompt payment terms. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Net 30 days

9. Foreign items (list items by country of origin). Not Applicable

10a. Time of delivery. (Contractor insert number of days.) To Be Determined at the Task Order level

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list. To Be

Determined at the Task Order level

10c. Overnight and 2-day delivery. To Be Determined at the Task Order level

10d. Urgent Requirements. To Be Determined at the Task Order level

11. F.O.B. point(s). Destination

12a. Ordering address(es). Same as contractor address

12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3

13. Payment address(es). Same as contractor address

14. Warranty provision. Standard Commercial Warranty Terms & Conditions

15. Export packing charges, if applicable. Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable). Not Applicable

17. Terms and conditions of installation (if applicable). Not Applicable

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

18b. Terms and conditions for any other services (if applicable). Not Applicable)

19. List of service and distribution points (if applicable). Not Applicable

20. List of participating dealers (if applicable). Not Applicable

21. Preventive maintenance (if applicable). 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 for the information and communications technology (ICT) products and services and show where full details can be found (e.g., contractor’s website or other location.) The ICT accessibility standards can be found at:

www.Section508.gov/. Not Applicable http://www.section508.gov/

23. Unique Entity Identifier (UEI) number. YCS9WD3NK8H8

24. Notification regarding registration in System for Award Management (SAM) database. Contractor registered and active in SAM

Labor Rates

SIN Labor Category Year 16 Year 17 Year 18 Year 19 Year 20

54151S Project Manager $239.28 $248.85 $258.81 $269.16 $279.93

54151S Senior Systems Analyst $138.78 $144.33 $150.10 $156.11 $162.35

54151S Senior IT Consultant $124.43 $129.41 $134.58 $139.97 $145.57

54151S IT Consultant $ 90.93 $94.57 $98.35 $102.28 $106.37

54151S Network Administrator $105.28 $109.49 $113.87 $118.43 $123.17

54151S Senior Database Administrator $148.35 $154.28 $160.46 $166.87 $173.54

54151S Help Desk Technician / Customer Support

$ 62.21 $64.70 $67.29 $69.98 $ 72.78

54151S Help Desk Manager $ 86.14 $89.59 $93.17 $96.90 $100.78

54151S GIS Specialist $ 90.93 $94.57 $98.35 $102.28 $106.37

Service Contract Labor Standards: The Service Contract Labor Standards (SCLS), formerly known as the Service Contract Act (SCA), is applicable to this contract as it applies to the entire Multiple

Award Schedule (MAS) and all services provided. While no specific labor categories have been identified as being subject to SCLS/SCA due to exemptions for professional employees (FAR 22.1101,

22.1102 and 29 CRF 541.300), this contract still maintains the provisions and protections for

SCLS/SCA eligible labor categories. If and / or when the contractor adds SCLS/SCA labor categories to the contract through the modification process, the contractor must inform the Contracting Officer and establish a SCLS/SCA matrix identifying the GSA labor category titles, the occupational code, SCLS/SCA labor category titles and the applicable WD number. Failure to do so may result in cancellation of the contract.

LABOR CATEGORIES

Project Manager

Functions: Responsible for achieving all the goals and milestones associated with systems projects.

Oversees the analysis, design, execution, and support of the entire project.

Education: Bachelor’s Degree in a related field

Experience: One (1) years of Project Management experience. Requires competence in all phases of project management including project planning, resource allocations, and deliverables management.

Knowledge of project management concepts and methodologies.

Senior Systems Analyst

Specifies computer system requirements of large difficult business problems. Typically, responsible for

“owning” specific business problems or initiatives.

Education: Bachelor’s Degree in a related field or experience equivalent

Experience: Two (2) years of Systems Analysis experience. Experience in detailed requirements gathering and extensive user interface. Knowledge of project management concepts and methodologies.

Senior IT Consultant

Providing technical or functional expertise during the analysis, development, and implementation of information systems. Programming in VB, PHP, ASP, or like languages for end-product use. Supervise and review the work of IT consultants.

Education: Bachelor’s Degree in a related field or experience equivalent

Experience: Two (2) years of Systems Analysis experience. Experience in multiple aspects of the business process and the system development life cycle.

IT Consultant

Performs Business requirements analysis, recommends selection of software, develops proposals for consulting services, and manages the execution of projects. Focused on a goal or end-state.

Programming in VB, PHP, ASP, or like languages for end-product use.

Education: Bachelor's Degree in a related field or experience equivalent.

Experience: One (1) year of Systems Analysis experience. Experience in multiple aspects of the business process and the system development life cycle.

Network Administrator

Installs and maintains LAN hardware and software. Troubleshoots network issues and provides daily support to end users and operational staff.

Education: Associate's Degree in a related field or experience equivalent.

Experience: One (1) year of Network administration experience. Experience in all aspects of LAN environments, some exposure to WAN.

Senior Database Administrator

Administers and controls data resources, including multiple relational databases. Performs physical and logical database design. Works with system administrators and uses data dictionary software packages to ensure data integrity and security.

Experience: One (1) year of database administration experience. Experience in supporting multiple databases in a complete system environment (Development, testing, Production).

Help Desk Technician /Customer Support

Provide first-level customer telephone support for computer systems. Support includes software and hardware troubleshooting. Track user requests from ticket creation to completion and closure.

Education: High school diploma.

Experience: One (1) year of providing technical support to end users. General knowledge of computing environment with specific knowledge of Microsoft Office products and use, knowledge of basic networking concepts.

Help Desk Manager

Provide guidance and direction for the team providing first-level customer telephone support for computer systems. Collect and report standard call center statistics to senior management including average time to answer, time in queue, etc. Utilizes applications to analyze and track user requests from ticket creation to completion and closure.

Education: High school diploma.

Experience: One (1) year of providing technical support to end users for hardware and software. Expert knowledge of computing environment with detailed knowledge of Microsoft Office products and use, networking concepts, and specific expertise in the management of trouble ticket software.

GIS Specialist Works with systems analysts and programmers to create and edit all application and systems documentation Updates data dictionary as needed for street and postal changes. Makes boundary changes for underlying GIS boundary layers.

Experience: One (1) year of working with GIS software and analyzing data dictionary needs as well as graphic presentation of maps.

SIN 511210 Software License

Annual OffenderWatch Services - ICE

Part # - WS600R

OffenderWatch Software License for up to 1,000 users.

The annual software term license includes the following:

• Annual Service License– Gives ICE the right to continue using OffenderWatch.

• Maintenance– Maintenance and repair of defects of the OffenderWatch software, enhancements, and regular updates to OffenderWatch.

• Professional Support– Professional telephone and email support is included to address user issues, concerns, and ideas.

• Follow-up Training—Monthly live online training is provided for new users or as a refresher for existing users.

• Hosting– Hosting hardware, systems software, network security, administration, broadband access, address lists, and map subscriptions are included at no additional cost.

• National Network– “National Search” and connectivity to the OffenderWatch Network for collaboration, agency alerts, and offender record transfers.

GSA Price (inclusive of IFF):

For the period:

08/01/2024 – 07/31/2025: $65,000

08/01/2025 – 07/31/2026: $68,250

08/01/2026 – 07/31/2027: $71,662.50

INTERNET ACCESS LICENSE AND SERVICES AGREEMENT

This Internet Access License and Services Agreement and your Order Form, (collectively the

"Agreement") form an agreement between the Ordering Activity under GSA Schedule contracts identified in the Order (the "Licensee") and Watch Systems, LLC ("Watch Systems"). By executing a written order forthe product using your user name and password, you are agreeing to the terms of this

Agreement. If you are not willing to be bound by the terms of this Agreement, do not continue to access the software by clicking the "I agree" button appearing concurrent with this message on your screen.

Recitals

Watch Systems has developed and is continuing to develop Internet accessible data mapping, data storage, data tracking and data manipulation computer software, methods, and techniques.

Watch Systems is the owner and/or duly authorized licensee of such computer software, methods and techniques and has the right to license access to and use of such computer software, methods and techniques. Such computer software, methods and techniques are and remain the property of Watch

Systems.

Licensee desires to acquire a license from Watch Systems to access and use certain computer software and technologies, methods, and techniques consistent with the terms of this Agreement.

1. Scope of Agreement

Watch Systems and Licensee hereby agree to the grant of a non-exclusive and non-transferable license from Watch Systems to Licensee for access and use of certain computer software and technologies, methods, and techniques, as described in Exhibit A (the "Product"). This Agreement shall apply to all products and services relating to the license provided by Watch Systems to Licensee during the term of this Agreement including products that are owned by Watch Systems or developed by Watch Systems and licensed to Licensee and third party software that is sublicensed to Licensee by Watch Systems.

Watch Systems and Customer hereby agree that Watch Systems will execute an offender mailing upon receipt of an authorization form as stipulated from time to time by Watch Systems from

Customer.

Customer is responsible to assure that information contained on the form is accurate. Watch Systems will use commercially reasonable efforts to review the form for obvious defects but is not responsible for information approved by the Customer as to accuracy. Watch Systems will use commercially reasonable efforts to obtain the latest mapping data and address list data available or, upon Customer's request, will use address lists provided by Customer. Address lists cannot be provided for each mailing but will be retained by Watch Systems for 24 months and may be accessed by Customer on an exception basis as needed.

2. Grant of Non-Exclusive and Non-Transferable License

Watch Systems grants to Licensee and Licensee accepts a non-exclusive and non-transferable license (the

"License") to access and use the Product for the period defined on the Order Form signed by Licensee

(the "Term"). Licensee's sole means of utilizing the Product shall be through Internet access to Watch

Systems' server, utilizing the access codes and passwords made available by Watch Systems to access and use the Product. Licensee shall be responsible for input of data. Licensee shall strictly limit access to the

Product to its employees, specifically maintaining control over the dissemination and use of the access codes and passwords made available by Watch Systems to Licensee so that only current employees and only employees authorized by Licensee and permitted by applicable law are provided with or aware of such access codes and passwords or are allowed access to the Product. The Product may permit the

Licensee to authorize others to view the data of Licensee. Licensee agrees that it will not allow or authorize any person or entity (including another subscriber to the Product) to access the Licensee's data and information except as authorized by applicable law and by the terms of this Agreement.

Watch Systems will maintain the Product and will provide Licensee support and assistance for the

Product as described in the attached Exhibit A.

The license to access and use the Product pertains only to proper and intended uses of the Product, and

Licensee warrants that it will not use the Product improperly, maliciously, or in ways, which are not intended.

Licensee shall use the Product solely for the Licensee's own internal purposes and Licensee shall only allow its designated employees as set forth in this Agreement to access the Product utilizing the access codes and passwords provided by Watch Systems.

3. Payment

In consideration for the above-mentioned grant of non-exclusive and non-transferable license, Licensee shall pay Watch Systems or its authorized reseller as applicable a fee indicated on the Order Form in accordance with the GSA Schedule Pricelist, due on or before the beginning date of the Term.

Licensee acknowledges that this Agreement is for a Term definite and certain.

4. Renewal

This contract may be renewed for successive one -year terms. Licensee acknowledges, however, that if

Licensee cancels its license to access and use the Product before the final 60 days of the current license Term, then all information and data, including all information and data provided by Licensee, may be purged from the Product and lost upon the completion of the Term of this license, and Watch Systems shall bear no responsibility for that loss of data or information.

5. Restrictions on Use

Licensee hereby acknowledges and agrees that title to the Product, any reference manuals and any copies, modifications, alterations or derivative works thereof, and any title to any existing or future patents, copyrights, trade secrets, and other proprietary rights embodied therein shall remain exclusively with Watch Systems and the third party owners thereof, and Licensee is entitled solely to a non-transferable and non-exclusive use within the terms and conditions of this Agreement.

Licensee may not copy, duplicate, reproduce, or download, in whole or in part, the Product, except that

Licensee may back-up its own data. Licensee shall take all reasonable steps to prevent unauthorized copying, duplication, reproduction, or downloading of the Product, and Licensee shall promptly notify

Watch Systems upon becoming aware of any such unauthorized activity.

Licensee shall not attempt, by recompilation, reverse-engineering, disassembly, or any other method, to create or derive the source programs or codes or any part thereof from the object program or from other information made available under this Agreement. Except as expressly provided herein, Licensee may use the Product solely for its business or law enforcement purposes and at Licensee's premises, and

Licensee shall not transfer, sublicense or otherwise assign its license to access and use the Product to any third party nor allow any third party to access or use the Product. Licensee may not alter or modify the

Product without the express prior authorization of Watch Systems. Licensee shall take all reasonable steps to prevent unauthorized access to and/or use of the Product by any person or entity other than

Licensee.

6. Confidentiality

It is expressly understood and agreed that the Product constitutes a valuable proprietary product and trade secret of Watch Systems embodying substantial creative efforts and confidential information, ideas, and expressions. Licensee agrees to take all reasonable steps to protect the confidentiality of the Product and other information designated by Watch Systems as confidential. Such steps include but are not limited to agreeing not to sell, transfer, publish, disclose, display or distribute the Product or permit any other person or entity access to, in any manner, the Product or reproductions or duplications thereof, or any part thereof, in any form whatsoever. Licensee agrees to take all reasonable steps to ensure that Licensee's employees, agents, independent contractors and guests are prohibited from taking any action otherwise prohibited to the Licensee under this

Agreement. If Licensee becomes aware of any unauthorized access or breach of confidentiality, Licensee shall give Watch Systems written notice within one day. It is further understood that Watch

Systems copyrights the formats, information, and source code of the Product. Licensee agrees not to remove or alter any copyright notice or other proprietary markings from the Product. Licensee shall not use its access to the Product to aid others in analyzing, imitating, or reverse engineering the Product. Watch

System recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

7. Ownership

Title to the Product, including but not limited to the ownership of all copyrights, patents, trademarks, trade secrets, and all other intellectual property rights, shall at all times remain with Watch Systems.

Licensee shall make no claim of any ownership rights in the intellectual property of the Product, including without limitation copyright and patents in the Product and any alterations, enhancements, adaptations, developments, modifications, or derivatives thereof.

Licensee shall not alter, amend, adapt, or modify the Product without the express written consent of

Watch Systems, and any such alterations, amendments, adaptations, or modifications of the Product shall inure to the benefit of Watch Systems, who shall be the sole owner of all intellectual property flowing from the Product.

Licensee shall not copy or download or attempt to copy or download the Product and any and all copies of the Product shall at all times be the sole and exclusive property of Watch Systems.

Watch Systems shall have the right to use the data provided by the Licensee to improve, update, and expand the Product.

8. Limitations of Responsibilities

Watch Systems shall provide for back-up protection of the data and information entered by Licensee as set forth in Exhibit A. This back-up procedure is the limit of Watch Systems' responsibility for ensuring the availability of the data and information entered by Licensee and protecting against failures and loss of data and shall be held blameless and free from responsibility concerning any data or information loss that may occur under the back-up procedure set forth in Exhibit A. Watch Systems' sole responsibility for assuring that the data and information entered by Licensee is protected from loss, damage, or error shall be limited to the back-up procedure set forth in Exhibit A.

Watch Systems shall provide Licensee with reasonable access to the Product. Access limitations due to third parties, including but not limited to Licensee's Internet provider, are not the responsibility of Watch

Systems. Watch Systems does not guarantee or warrant that Licensee shall have instant or unlimited access to the Product. Watch Systems' sole responsibility for assuring access to the Product through the

Internet shall be limited to maintaining the technical capacity of Watch Systems' Internet connection as set forth in Exhibit A.

Under this program Watch Systems (or and entity designated by Watch Systems) may execute the mailing of notifications after calculating residences geographically eligible for notification within the specified radius in urban and rural areas. Watch Systems will use address lists it believes to be accurate but can make no warranty that all residences will be contained in the list. Watch Systems will provide, upon request, information about addressees notified to Customer so that Customer may judge the accuracy of the lists Watch Systems uses. Customer hereby acknowledges that it is the responsible party for deciding to use address lists available. Furthermore, Watch Systems will mail the notifications using the guidelines of the United States Postal Service but also does not warrant the Post Office's execution of the mailing process. Finally, Customer will approve, in advance, each notification mailed for this purpose and acknowledges that it will have the sole responsibility for the accuracy of the information contained in the notification and the decision as to whether notification is proper to mail.

Watch Systems will provide mapping services under this contract that provide the basis for mailing services and email notifications as well as maps displayed for investigative purposes and public information. Watch Systems will obtain publicly available digitized mapping information and can improve it with the help of customer, but does not warrant that such mapping information is accurate to any degree other than as provided from such sources as indicated herein.

Email notifications will be sent out daily but Watch Systems cannot warrant that all recipients will receive email. Any missing emails will be resent by Watch Systems upon request by recipients or customer

It is possible that offenders, recipients or participants in this program may deem Watch Systems to be somehow responsible in the event of an error in the execution of this program. Therefore, Customer hereby indemnifies Watch Systems, its partners and any third persons to whom Watch Systems may be liable, against actions brought against it or any of them relating to mailing of sex offender notifications in accordance herewith.

Furthermore, if Customer should discover any defect in the mailing service or software, Customer must give Watch Systems written notice within two business days of discovering any defect and ample opportunity for Watch Systems to correct said defect. INFORMATION AND DATA ACCESSIBLE

THROUGH SOFTWARE PROVIDED FOR THE MAILNG SERVICE HAVE BEEN ENTERED

BY EITHER CUSTOMER OR BY THIRD PARTY USERS OF THE PRODUCT, AND ANY

RELIANCE BY CUSTOMER ON SUCH INFORMATION AND DATA IS THE SOLE AND

EXCLUSIVE ASSUMPTION OF RISK BY CUSTOMER. Watch Systems does not represent that information and data provided by third parties are accurate or free from errors, and

Watch Systems shall be held blameless for any errors in the data and information accessible through the

Product, which was provided by third parties. In any event, Watch Systems shall not have any responsibility for defects caused by Customer's failure to comply in any respect with the relevant instructions for the Product, for defects caused by Customer's inaccurate or improper inputting of data, for defects caused by unqualified users, for defects caused by unauthorized alterations of the Product, for defects which are attributable to the Internet, for any defect caused by force majeure, or for any other defect which is not attributable to Watch Systems. Customer's sole remedy in the event Watch

Systems breaches its warranty with respect to services will be to have Watch Systems re-perform the defective services or terminate the Agreement

THE REMEDIES IN THIS SECTION ARE EXCLUSIVE AND ARE IN LIEU OF ALL LIABILITIES

FOR DAMAGES

ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR

LICENSING OF THE PRODUCT OR IN CONNECTION WITH ANY GOODS OR SERVICES

PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL THE LIABILITY OF Watch

Systems, ITS OFFICERS, OR ITS EMPLOYEES TO CUSTOMER

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON AN ACTION

OR CLAIM IN

CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR WARRANTY, EXCEED THE

LICENSE FEE AND OTHER FEES PAID HEREIN. THE FOREGOING LIMITATION OF

LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM

LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH

LIABILITY CANNOT BE EXCLUDED BY LAW.

9. Warranties

Watch Systems warrants that the Product will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with the Product written materials accompanying it.

EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, The Product is provided on an "as-is" basis, and there are no warranties, expressed or implied, including, but not limited to, any warranty or merchantability or fitness for particular purpose except as hereafter specifically provided. Licensee shall be solely responsible for the selection, use, efficiency and suitability of the Product and Watch

Systems shall have no liability therefore. Watch Systems represents to Licensee that the Product shall be capable of performing the functions set forth in the detailed description attached as Exhibit A. Watch Systems does not represent that the Product will be free from "bugs" and other minor defects, but rather only that bugs and minor defects shall not materially impair the use of the Product by the Licensee as set forth in the detailed description attached as Exhibit A. Furthermore, if

Licensee should discover any defect in the Product, Licensee must give Watch Systems written notice within two business days of discovering any defect and ample opportunity for Watch Systems to correct said defect. INFORMATION AND DATA ACCESSIBLE THROUGH THE PRODUCT HAVE BEEN

ENTERED BY

EITHER LICENSEE OR BY THIRD PARTY USERS OF THE PRODUCT, AND ANY RELIANCE BY

LICENSEE ON

SUCH INFORMATION AND DATA IS THE SOLE AND EXCLUSIVE ASSUMPTION OF RISK BY

LICENSEE. Watch

Systems does not represent that information and data provided by third parties are accurate or free from errors, and Watch Systems shall be held blameless for any errors in the data and information accessible through the Product, which was provided by third parties. In any event, Watch Systems shall not have any responsibility for defects caused by Licensee's failure to comply in any respect with the relevant instructions for the Product, for defects caused by Licensee's inaccurate or improper inputting of data, for defects caused by unqualified users, for defects caused by unauthorized alterations of the Product, for defects which are attributable to the Internet, for any defect caused by force majeure, or for any other defect which is not attributable to Watch Systems. Licensee's sole remedy in the event Watch

Systems breaches its warranty with respect to services will be to have Watch Systems re-perform the defective services or terminate the Agreement

THE REMEDIES IN THIS SECTION ARE EXCLUSIVE AND ARE IN LIEU OF ALL LIABILITIES

FOR DAMAGES

ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR

LICENSING OF THE PRODUCT OR IN CONNECTION WITH ANY GOODS OR SERVICES

PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL THE LIABILITY OF Watch

Systems, ITS OFFICERS, OR ITS EMPLOYEES TO CUSTOMER

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON AN ACTION

OR CLAIM IN

CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR WARRANTY, EXCEED THE

LICENSE FEE AND OTHER FEES PAID HEREIN

10. Exclusion of Consequential or Incidental Damages

IN NO EVENT WHATSOEVER SHALL Watch Systems OR ITS OFFICERS OR EMPLOYEES BE

LIABLE TO LICENSEE FOR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED

TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE (EXCEPT AS SPECIFICALLY

PROVIDED IN THIS AGREEMENT), FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY

CLAIM AGAINST THE LICENSEE BY ANY OTHER PARTY ARISING OUT OF OR IN

CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR LICENSING OF THE

PRODUCT OR SERVICES PERFORMED UNDER THIS AGREEMENT OR ANY BREACH OF

THIS AGREEMENT, EVEN IF Watch Systems OR ITS DEALER OR REPRESENTATIVE HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Termination

a. When the End User is an instrumentality of the U.S., recourse against the United

States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the

Disputes Clause, Watch Systems shall proceed diligently with performance of this

Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting

Officer.

In the event of any termination/cancellation of this Agreement or any license granted to Licensee, Watch

Systems may:

a. Require that Licensee cease any further use of the Product or any portion thereof and immediately return all materials related to the Product or arising under this Agreement and any copies thereof, in whole or in part; and/or

b. Cease performance of all Watch Systems obligations hereunder without liability to Licensee.

Licensee agrees to destroy or return to Watch Systems any documents, manuals, data, information or materials furnished by Watch Systems, as well as any copies thereof and shall destroy any embodiments of these materials stored in or on a reusable electronic or similar medium, including but not limited to memory, disk packs, tape, and other peripheral devices, and document in writing such destruction.

Termination of the Agreement or the License shall not terminate Licensee's confidentiality obligations as set forth herein.

Watch Systems' foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to it in law and in equity.

12. Reserved

13. Exclusivity

This written Agreement constitutes the sole and exclusive expression of the terms and conditions relating to the subject matter hereof and supersedes all prior oral and written statements of any kind whatsoever made by the parties with respect to the subject matter of this Agreement. No modification or amendment of this Agreement shall be binding on the parties unless agreed to in writing specifically referring to this Agreement and signed by duly authorized representatives of the p parties. The headings in this this Agreement are provided solely for the convenience of reference and shall not be used in the interpretation of this Agreement.

14. Governing Law

This Agreement shall be governed by the Federal laws of the United States, without respect to the laws on choice of law and conflicts of law. Furthermore, if any part of this Agreement shall be rendered or declared unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed as if such unenforceable provision had not been in this Agreement, unless the absence of the unenforceable provision shall substantially destroy the business purpose of this Agreement.

15. Waivers and Limitation of Actions

No delay or omission in the exercise of any power or remedy available hereunder shall impair or affect either party's right to the exercise thereof. No action, regardless of form, arising out of the transactions contemplated herein may be brought by either party more than one (1) year after the cause of action has accrued.

16. Force Majeure

In accordance with GSAR Clause 552.212-4(f), If Watch Systems shall be unavoidably delayed in its performance of any obligation hereunder or be prevented entirely from performing any such obligation due to causes or events beyond its control, including without limitation any act of God, fire, strike or other unavoidable labor problem, future law, government order, rule or regulation, such delay or non-performance shall be excused and the time for performance shall be extended to include the period of such delay or non-performance.

17. Notices

All notices shall be made in writing signed by the party making the same and shall be deemed given or made on the date delivered if delivered in person, on the date initially received if delivered by telecopy transmission followed by registered or certified mail confirmation, on the date delivered by an overnight courier service or on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail

(return receipt requested) (with postage and other fees prepaid) to the parties or their permitted assignees at the addresses indicated above (or at such other addresses as shall be given in writing by either of the parties to the other).

18. Invalid Provision

In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.

19. Miscellaneous

This Agreement is not intended to and does not create any agency or partnership relationship between the parties. The relationship between the parties is that of independent contractor, and neither party shall represent to any person or entity that there is an agency or partnership relationship between them.

Nothing in this Agreement is intended to or does confer any rights or remedies to any persons or entity other than the parties and their respective successors.

EXHIBIT A

1. Product Description – OffenderWatch®

Database collection and query tool for functional data analysis. The OffenderWatch® system is designed to assist government agencies, such as police and sheriff’s departments in registering and tracking sex offenders and in notifying the public about sex offenders.

The product is delivered in a thin client environment allowing the Licensee to access the database without the need for a local server. Access is designed for Internet connection to Servers maintained by

Watch Systems. Watch Systems provides with the product a series of web pages designed to allow public

Internet users query the offender database. Watch Systems also provides an email notification service to users allowing public registrants to receive email notifications when an offender registers within one mile of the recipient's provided address. These emails are executed once per day based on information entered into the OffenderWatch® system.

2. Technical Capacity of Watch Systems’ Internet Connection

Server connections are rated at 500 users simultaneously.

3. User Specific Environment Requirements

The following parameters are used for developing the browser-based application interface:

▪ Optimized for an 800 x 600 in full screen mode resolution, however supporting 600 x 800 and any higher screen resolution

▪ Optimized for 8 bit colors

▪ Optimized for color printing, however supporting black/white printing

▪ Optimized for dedicated internet links of throughput rates of 256 kb/s and higher

▪ Optimized for the Microsoft OS platform (Windows XP, 2000 or later) running IE version

5.5 or newer

▪ Sufficient hard disk space for temporary internet files such as images and ActiveX controls to be stored temporally (General Recommendation at least 100MB available of free disk space)

▪ Sufficient memory available (General Recommendation 32MB of RAM )

4. Backup Procedures for Data

Data will be backed up nightly, with the information being saved onto tape for protection of entered data.

5. Support and Assistance

1. A manual will be available to Licensee through Internet access to the Watch Systems web site.

2. A 1-888 help number (1 888 WATCH12) is also available to Licensee. Watch Systems will provide up to 10 hours per year of free help; thereafter, help may be provided subject to reasonable charges.

All help shall be strictly telephone support.

3. Watch Systems does not contemplate the need for any intervention in Licensee's use of the Product.

Should that be necessary, reasonable charges will be imposed.

4. Watch Systems will provide one day's training upon inception of use of the product. Watch

Systems has not provided for additional training as it believes additional training is not necessary for use of the Product. If additional training is needed, a reasonable fee, as well as out of pocket expenses by be billed to Customer.

EXHIBIT B

Current Mailing Rates

Mailings are executed at a price of a US Postal Service first class stamp per piece subject to a minimum charge per mailing.