CONTRACT TYPE- SRM: MSCC

Commonwealth agencies may issue Purchase Orders against this contract. These purchase orders will constitute the Contractor's authority to make deliverable.

Any request to purchase items that are not on contract must be submitted to DGS or the contract manager, in the form of a waiver, for approval.

End User Procedure documentation attached.

717-346-2670

Validity Period 10/29/2007 - 08/08/2009

Email skimport@state.pa.us

Contact Phone #

Title & Contract # (s)

Number of Suppliers

ServiceMaterial or Service

5 Pcard enabled: Yes

PRICING HIGHLIGHTS PROCESS TO ORDERSkytel is the low cost supplier for the paging contract and all agencies must use Skytel for their paging requirements. If Skytel is not able to provide in a specific geographic region, it is the agency's responsibilty to determine which supplier can provide the best value. Best value will be determined by: Price and Service in a geographic region.

Company Contract NumberBell Industries Inc dba Skytel 4400001130Schuylkill Mobile Fone Inc 4400001127Arch Wireless Metrocall Inc 4400001128Comsoft Corporation dba Aquis Communications 4400001129OLCR Inc 4400001131

Overview for ContractPrior to utilizing a contract, the user should read the contract in it's entirety.

CONTRACT DESCRIPTION CONTRACT INFOTo Provide wireless paging services to the Commonwealth of Pennsylvania based on these requirements: Full paging coverage shall be provided under this contract and is defined as the ability to guarantee that 96% of all pages transmitted will be received. Service shall be available twenty four (24) hours a day, serven 7 days a week, three hundred sixty five (365) days a year.

Services Provided: Alphanumeric Paging Loss ProtectionNumeric Paging Overcall ProtectionTwo-Way Messaging Maintenance

DGS BOP Point of Contact

Sheryl Kimport, Commodity Specialist

Wireless Paging Services: 4400001127, 4400001128, 44000011294400001130 and 4400001131

PAGING SERVICE REQUIREMENTS

SERVICE PLANS: The service plans awarded on this contract are the only service plans authorized for use by Commonwealth agency users. The bidder(s) cannot offer, and Commonwealth agencies cannot accept, other service plans without prior authorization by DGS. The pricing provided, as of the effective date of the contract, shall remain fixed for the term of the contract. Other charges, including but not limited to, taxes, regulatory fees are subject to change. The awarded bidder(s) cannot offer a promotional pricing program to Commonwealth agencies. SERVICE REQUIREMENTS: Full paging coverage shall be provided under this contract and is defined as the ability to guarantee that 99% of all pages transmitted will be received. Service shall be available twenty four (24) hours a day, seven (7) days a week, three hundred sixty five (365) days a year. Throughput time shall not be greater than three (3) minutes during the system’s busiest periods. DEACTICATION/TERMINATION OF SERVICE: Paging service accounts may not be deactivated nor may service be discontinued without the prior written request of the authorized user, except as provided in this Section. Deactivation or termination of service requests must be completed by the bidder within twenty four (24) hours receipt of such request from an authorized user. In the event that a paging service account is delinquent in payment of undisputed charges for a period of not less than sixty (60) days, bidder will provide notice to DGS of the delinquency. If the delinquency is not resolved to bidder's satisfaction within thirty (30) days following such notice, bidder may deactivate the account. EQUIPMENT REQUIREMENTS: All original issue pagers must be equipped with new batteries. Replacement batteries will be the responsibility of the Agencies. The quantities and type of batteries utilized by the equipment shall be identified by the bidder. MAINTENANCE: Agency owned equipment shall be repaired or replaced with a like unit within forty eight (48) hours. A pre-paid shipping package shall be included for the return of the irreparable equipment. This service shall be available twenty four (24) hours a day, Monday through Friday and approximately 10 AM to 7 PM on holidays and weekends. A monthly maintenance fee may be charged. LOSS, THEFT AND DAMAGE: Loss, theft and damage coverage for leased pagers shall be the responsibility of the bidder. In the event of loss, theft or damage of leased pagers, bidder shall provide a replacement within forty eight (48) hours. A replacement fee may be charged for this service. MANAGEMENT INFORMATION REPORTS: The bidder is required to submit an Enterprise report to the Issuing Officer on a Quarterly basis in CD-ROM format or through web access. At a minimum, the bidder must commit to provide the following details to each Commonwealth Agency as a monthly report.

• Agency / Name, Address, Phone# of Purchasing Agent • Account number • Quantity ordered per account number • Total quantity of pagers and service plans ordered from commencement of the Contract

per account number • Service Type (e.g. Alpha, Numeric, etc.)

• Service charges • Cost associated with the order or service charges • Total spend per account number to date • Terminated accounts

USER MANUALS: User manuals and operating instructions shall be provided with each piece of equipment. Delivery is not considered complete until one (1) copy of each required manual is delivered. TRAINING: Training shall be provided to the agencies, at no additional cost, if requested. TRANSITION FROM EXISTING SERVICES: Most agencies have existing paging services similar to those listed under this Contract. Upon award of this Contract, the awarded supplier(s) must convert all Commonwealth accounts, under the Governor’s jurisdiction, receiving service from the previous contract to the new contract, at no charge and without penalty to the customer, within ninety (90) days of the effective date of the contract. All terms of this contract will apply to the converted accounts. INQUIRIES: Direct all questions concerning this Contract to: Patrick Francisco, Commodity Specialist Forum Place 555 Walnut Street, 6th Floor Harrisburg, PA 17101 Telephone: (717) 346-9653 Fax: (717) 783-6241 E-Mail: pfrancisco@state.pa.us

Table of ContentsSAPI.1 IFB-001.1 Purpose (Oct 2006) ............................................................................................................................... 3I.2 IFB-005.1 Type of Contract (Oct. 2006)................................................................................................................ 3I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006) ................................................................................................... 3I.4 IFB-009.1 Questions (Nov. 2006) .......................................................................................................................... 3I.5 IFB-010.1 Addenda to the IFB (Oct. 2006)............................................................................................................ 3I.6 IFB-011.1B Submission of Bids – Electronic Submittal (Dec 12 2006)................................................................ 3I.7 IFB-013.1A Non-Discrimination Program – Services Exceeding $50,000 (Nov 2006)........................................ 4I.8 IFB-024.1 Bid Protest Procedure (Oct 2006) ......................................................................................................... 4I.9 IFB-025.1 Electronic Version of this IFB (Oct 2006)............................................................................................ 6I.10 IFB-027.1 COSTARS Program (Dec 12 2006).................................................................................................... 6I.11 IFB-029.1 Prices (Dec 6 2006)............................................................................................................................. 7I.12 IFB-031.1 Alternates (Nov 2006)......................................................................................................................... 8I.13 IFB-032.1 New Equipment (Nov 2006) ............................................................................................................... 8I.14 I-IFB-033.1 Modification or Withdrawal of Bid (Nov 2006) .............................................................................. 8I.15 I-IFB-034.1 Rejection of Bids (Nov 2006) ........................................................................................................ 10II.1 IFB-006.1b COSTARS Program Questionnaire - Electronic Submission (Oct 2006) ....................................... 10II.2 II-IFB-008.1b Lobbying Certification and Disclosure – Electronic Submission. (Oct 2006). ........................... 10II.3 II-IFB-016.1 POST-SUBMISSION DESCRIPTIVE LITERATURE (Dec 2006)............................................. 10III.1 III-IFB-001.1a Mandatory Responsiveness Requirements (Oct 2006) ............................................................. 10III.2 III-IFB-006.1g Notification of Selection - All Bidder Plus Selection of Best Value (Oct 2006)...................... 10III.3 III-IFB-007.1 Awards (Nov 2006)..................................................................................................................... 11III.4 III-IFB-008.1 Tie Bids (Nov 2006) ................................................................................................................... 11III.5 III-IFB-009.1 Prompt Payment Discounts (Nov 2006) ..................................................................................... 11III.6 III-IFB-010.1 OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE (NOV 2006) ............ 11IV.1 IFB-001.1b STATEMENT OF WORK (Nov 2006) ......................................................................................... 11V.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006).............................................................. 11V.2 CONTRACT-002.1a Term of Contract – Contract (March 2007) ..................................................................... 12V.3 CONTRACT-002.2b Renewal of Contract Term – Mutual (Nov 30 2006)....................................................... 12V.4 CONTRACT-002.3 Extension of Contract Term (Nov 30 2006) ...................................................................... 12V.5 CONTRACT-003.1a Signatures – Contract (March 2007) ................................................................................ 12V.6 CONTRACT-004.1b Definitions – IT (Nov 30 2006) ....................................................................................... 13V.7 CONTRACT-005.1a Purchase Orders (Feb 2007) ............................................................................................. 14V.8 CONTRACT-006.1 Independent Prime Contractor (Oct 2006)......................................................................... 15V.9 CONTRACT-007.01b Delivery of Services (Nov 30 2006) .............................................................................. 15V.10 CONTRACT-007.02 Estimated Quantities (Nov 30 2006).............................................................................. 15V.11 CONTRACT-008.1b Warranties (Nov 30 2006).............................................................................................. 15V.12 CONTRACT-009.1a Patent, Copyright, Trademark, and Trade Secret Protection (Nov 30 2006 .................. 16V.13 CONTRACT-009.1b Ownership Rights (Dec 12 2006)................................................................................... 17V.14 CONTRACT-010.lb Inspection and Acceptance (Oct 2006) ........................................................................... 23V.15 CONTRACT-011.1a Compliance With Law (Oct 2006) ................................................................................. 24V.16 CONTRACT-012.1 Contract Scope (Oct 2006)............................................................................................... 24V.17 CONTRACT-013.1 Environmental Provisions (Oct 2006).............................................................................. 24V.18 CONTRACT-014.1 Post-Consumer Recycled Content (Oct 2006) ................................................................. 24V.19 CONTRACT-014.3 Enforcement (Oct 2006)................................................................................................... 24V.20 CONTRACT-015.1 Compensation (Oct 2006) ................................................................................................ 25V.21 CONTRACT-015.2 Billing Requirements (Dec 5 2006) ................................................................................. 25V.22 CONTRACT-015.3 Invoice Requirement – SAP Purchase Orders (Feb 2007)............................................... 25V.23 CONTRACT-016.1 Payment (Oct 2006) ......................................................................................................... 26V.24 CONTRACT-017.1 Taxes (Dec 5 2006) .......................................................................................................... 26V.25 CONTRACT-018.1 Assignment of Antitrust Claims (Oct 2006) .................................................................... 26V.26 CONTRACT-019.1 Hold Harmless Provision (Nov 30 2006)......................................................................... 26V.27 CONTRACT-020.1 Audit Provisions (Oct 2006) ............................................................................................ 27V.28 CONTRACT-021.1 Default (Dec 12 2006)...................................................................................................... 27V.29 CONTRACT-022.1 Force Majeure (Oct 2006)................................................................................................ 29V.30 CONTRACT-023.1b Termination (Dec 6 2006).............................................................................................. 29V.31 CONTRACT-024.1 Contract Controversies (Oct 2006) .................................................................................. 31

V.32 CONTRACT-025.1 Assignability and Subcontracting (Oct 2006) .................................................................. 31V.33 CONTRACT-026.1 Other Contractors (Oct 2006)........................................................................................... 32V.34 CONTRACT-027.1 Nondiscrimination/Sexual Harassment Clause (Oct 2006).............................................. 32V.35 CONTRACT-028.1 Contractor Integrity Provisions (Oct 2006)...................................................................... 33V.36 CONTRACT-029.1 Contractor Responsibility Provisions (Oct 2006) ............................................................ 34V.37 CONTRACT-030.1 Americans with Disabilities Act (Oct 2006).................................................................... 35V.38 CONTRACT-032.1 Covenant Against Contingent Fees (Oct 2006) ............................................................... 35V.39 CONTRACT-033.1 Applicable Law (Oct 2006).............................................................................................. 36V.40 CONTRACT- 034.1b Integration (Nov 30 2006)............................................................................................. 36V.41 CONTRACT-034.2b Order of Precedence - IFB (Dec 6 2006) ....................................................................... 36V.42 CONTRACT-035.1b Changes (Oct 2006)........................................................................................................ 36V.43 CONTRACT-036.1 Background Checks (Oct 2006) ....................................................................................... 36V.44 CONTRACT-037.1a Confidentiality (Oct 2006) ............................................................................................. 37V.45 CONTRACT-037.1b Confidentiality (Oct 2006) ............................................................................................. 38V.46 CONTRACT-038.1 Limitation of Liability (Nov 30 2006) ............................................................................. 38V.47 CONTRACT-039.1 Virus; Malicious, Mischievous or Destructive Programming (Oct 2006) ....................... 39V.48 CONTRACT-051.1 Notice (Dec 2006) ............................................................................................................ 40

I.1 IFB-001.1 Purpose (Oct 2006)

The Commonwealth of Pennsylvania (Commonwealth) is issuing this Invitation for Bids (IFB) to meet the needs ofDEPARTMENT OF GENERAL SERVICES to satisfy a need for WIRELESS PAGING SERVICES .

I.2 IFB-005.1 Type of Contract (Oct. 2006)

If the Issuing Office enters into a contract as a result of this IFB, it will be a contract containing the Contract Termsand Conditions as shown in Part V of this IFB.

I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006)

There will be no pre-bid conference for this IFB. If there are any questions, please forward them to the IssuingOffice prior to the bid opening date and time.

I.4 IFB-009.1 Questions (Nov. 2006)

Any questions concerning conditions and specifications must be directed to the Issuing Office.

I.5 IFB-010.1 Addenda to the IFB (Oct. 2006)

If the Issuing Office deems it necessary to revise any part of this IFB before the bid response date, the Issuing Officewill post an addendum to its website at WWW.DGS.STATE.PA.US it is the Bidder's responsibility to periodicallycheck the website for any new information or addenda to the IFB.

I.6 IFB-011.1B Submission of Bids – Electronic Submittal (Dec 12 2006)

a. Bids are requested for the item(s) described in the Invitation For Bids and all the documents referenced in theform (collectively called the IFB). Bidders must submit their bids through the Commonwealth's electronicsystem (SRM).

b. It is the responsibility of each bidder to ensure that its Bid is received through the electronic system prior to thedate and time set for the opening of bids ("Bid Opening Time"). No Bid shall be considered if it arrives after theBid Opening Time, regardless of reason for the late arrival.

Bids that are timely received in the Bid Opening Room prior to the Bid Opening Time shall be opened publiclyin the presence of one or more witnesses at the time and place designated in this IFB for the Bid opening.

c. Bids must be firm. If a Bid is submitted with conditions or exceptions or not in conformance with the terms andconditions referenced in the IFB Form, it shall be rejected. The Bid shall also be rejected if the items offered bythe Bidder are not in conformance with the specifications as determined by the Commonwealth.

d. The Bidder, intending to be legally bound hereby, offers and agrees, if this Bid is accepted, to provide theawarded items at the price(s) set forth in this Bid at the time(s) and place(s) specified.

I.7 IFB-013.1A Non-Discrimination Program – Services Exceeding $50,000 (Nov 2006)

Bidders must include with their bid submittals a completed MBE/WBE Subcontractor and Supplier Solicitation andCommitment Form, (STD-168). Failure to complete the form and submit it with the bid may result in rejection of thebid as non-responsive

I.8 IFB-024.1 Bid Protest Procedure (Oct 2006)

a. Who May File the Protest. Any Bidder or prospective bidder who is aggrieved in connection with the IFB oraward of the contract solicitation or award of a contract may file a protest. Protests relating to cancellation ofinvitations for bids and protests relating to the rejection of all bids are not permitted. A Bidder is a person thatsubmits a bid in response to the IFB. A prospective bidder is a person that has not submitted a bid in response tothe IFB.

b. Time for Filing.

1) If a protest is submitted by a prospective bidder, the protest must be filed before bid opening time or proposalreceipt date.

2) If a protest is filed by a Bidder, the protest must be filed within seven days after the protesting Bidder knew orshould have known of the facts giving rise to the protest EXCEPT THAT IN NO EVENT MAY APROTEST BE FILED LATER THAN SEVEN (7) DAYS AFTER THE DATE THE CONTRACT ORPURCHASE ORDER WAS AWARDED. Date of filing is the date of receipt of protest.

3) Untimely filed protests shall be disregarded.

c. Form of Protest.

1) A protest must be in writing and filed with the agency head (or designee) of the purchasing agency.

2) A protest must state all grounds upon which the protesting party asserts that the solicitation or award wasimproper. Issues not raised by the protesting party in the protest are deemed waived and may not be raised onappeal.

3) The protesting party may submit with the protest any documents or information deemed relevant.

d. Notice of Protest If award has been made, the agency head (or designee) shall notify the successful Bidder orcontractor of the protest. If the protest is received before award and substantial issues are raised by the protest,all Bidders who appear to have a substantial and reasonable prospect of winning the award shall be notified andmay file their agreement/disagreement with the purchasing agency within three (3) days after receipt of notice ofthe protest.

e. Stay of Procurement. The head of the purchasing agency (or designee) shall immediately decide, upon receipt ofthe protest, whether or not the solicitation or award shall be stayed, or if the protest is timely received after the

award, whether the performance of the contract should be suspended. The Issuing Office shall not proceedfurther with the IFB or with the award of the contract, and shall suspend performance under the contract ifawarded, unless the agency head of the purchasing agency makes a written determination that the protest isclearly without merit or that award of the contract/purchase order without delay is necessary to protect thesubstantial interests of the Commonwealth.

f. Procedures.

1) Contracting Officer Response. Within fifteen (15) days of the receipt of a protest, the contracting officermay submit a written response to the head of the purchasing agency (or designee). The response may includeany documents or information that the contracting officer deems relevant to the protest.

2) Protesting Party Reply. Within ten (10) days of the date of the contracting officer response, the protestingparty may file a written reply.

3) Review. The head of the purchasing agency (or designee) shall:

a) Review the protest and any response or reply.

b) Request and review any additional documents or information he deems necessary to render a decision.

c) Give the protesting party and the contracting officer reasonable opportunity to review and address anyadditional documents or information requested by the agency head.

d) In his sole discretion, conduct a hearing.

e) Within sixty (60) days of the receipt of the protest, issue a written determination stating the reasons for thedecision.

f) If additional time is required to investigate the protest, inform the protesting party of the additional timeneeded to render a determination and obtain the protesting party's consent.

4) "Clearly Without Merit" Determinations. If the head of the purchasing agency (or designee) determines,upon receipt, that the protest is clearly without merit and does not stay the procurement, the head of thepurchasing agency (or designee) shall immediately issue the decision as required by Subparagraph h below.

g. Settlement. The Issuing Office has the authority to settle and resolve bid protests.

h. Decision. The head of the purchasing agency (or designee) shall promptly, but in no event later than sixty (60)days from the filing of the protest, issue a written decision. The decision shall:

1) State the reasons for the decision.

2) If the protest is denied, inform the protesting party of its right to file an appeal in Commonwealth Court withinfifteen (15) days of the mailing date of the decision.

3) If it is determined that the solicitation or award was contrary to law, enter an appropriate order.

The agency head (or designee) shall send a copy of the decision to the protesting party and any other persondetermined by the agency head (or designee) to be affected by the decision.

I.9 IFB-025.1 Electronic Version of this IFB (Oct 2006)

This IFB is being made available by electronic means. If a Bidder electronically accepts the IFB, the Bidderacknowledges and accepts full responsibility to insure that no changes are made to the IFB. In the event of a conflictbetween a version of the IFB in the Bidder's possession and the Issuing Office's version of the IFB, the IssuingOffice's version shall govern.

I.10 IFB-027.1 COSTARS Program (Dec 12 2006)

Section 1902 of the Commonwealth Procurement Code, 62 Pa.C.S. Section 1902, authorizes local publicprocurement units and state-affiliated entities (together, "COSTARS Purchasers") to participate in Commonwealthprocurement contracts that the Department of General Services ("DGS") may choose to make available toCOSTARS Purchasers DGS has identified this Contract as one suitable for COSTARS Purchaser participation.

A. Only those COSTARS Purchasers registered with DGS may participate as COSTARS Purchasers in aCommonwealth contract. Several thousand COSTARS Purchasers are currently registered with DGS; therefore,the Contractor agrees to permit onlyto DGS-registered COSTARS members to make COSTARS purchases fromthis Contract.

1. A "local public procurement unit" is:

- Any political subdivision;

- Any public authority;

- Any tax exempt, nonprofit educational or public health institution or organization;

- Any nonprofit fire, rescue, or ambulance company; and

- To the extent provided by law, any other entity, including a council of governments or an area governmentthat expends public funds for the procurement of supplies, services, and construction.

2. A state-affiliated entity is a Commonwealth authority or other Commonwealth entity that is not aCommonwealth agency. The term includes the Pennsylvania Turnpike Commission, the PennsylvaniaHousing Finance Agency, the Pennsylvania Municipal Retirement System, the Pennsylvania InfrastructureInvestment Authority, the State Public School Building Authority, the Pennsylvania Higher EducationalFacilities Authority and the State System of Higher Education.

B. COSTARS Purchasers have the option to purchase from a Contract awarded under this procurement, from anyDGS contract established exclusively for COSTARS Purchasers in accordance with the requirements of Section1902, from any other cooperative procurement contracts, or from their own procurement contracts established inaccordance with the applicable laws governing such procurements. The Contractor understands andacknowledges that there is no guarantee that any prospect COSTARS Purchaser will place an order under thisContract, and that it is within the sole discretion of the registered COSTARS Purchaser whether to procure fromthis Contract or to use another procurement vehicle.

C. DGS is acting as a facilitator for COSTARS Purchasers who may wish to purchase under this Contract.

Registered COSTARS Purchasers who participate in this Contract and issue purchase orders ("POs") toContractors are third party beneficiaries who have the right to sue and be sued for breach of this contract withoutjoining the Commonwealth or DGS as a party. The Commonwealth will not intervene in any action between aContractor and a Purchaser unless substantial interests of the Commonwealth are involved.

D. Registered COSTARS Purchasers electing to participate in this Contract will order items directly from theContractor and be responsible for payment directly to the Contractor.

E. The Contractor shall furnish to the DGS COSTARS Program Office a quarterly electronic Contract sales reportdetailing the previous quarter's Contract purchasing activity, using the form and in the format prescribed byDGS. The Contractor shall submit its completed quarterly report no later than the fifteenth day of the succeedingContract quarter.

1. Until such time as DGS may provide the Contractor written notice of automated report filing, the Contractorshall either e-mail the reports to GS-PACostars@state.pa.us or send the reports on compact disc viaUS PostalService to the DGS COSTARS Program Office, Bureau of Procurement, 6th Floor Forum Place, 555 WalnutStreet, Harrisburg, PA 17101 When DGS has instituted automated reporting, the Contractor shall complywith DGS's written notice and instructions on automated Contract reports. DGS will provide theseinstructions with sufficient advance time to permit the Contractor to undertake automated reporting.

2. The Contractor shall include on each report the Contractor's name and address, the Contract number, and theperiod covered by the report. For each PO received, the Contractor shall include on the report the name ofeach COSTARS-Registered Purchaser that has used the Contract along with the total dollar volume of salesto the specific Purchaser for the reporting period.

3. DGS may suspend the Contractor's participation in the COSTARS Program for failure to provide theQuarterly Sales Report within the specified time.

F. Additional information regarding the COSTARS Program is available on the DGS COSTARS Website atwww.dgs.state.pa.us/costars

1. If the Contractor is aware of any qualified entity not currently registered and wishing to participate in theCOSTARS Program, please refer the potential purchaser to the DGS COSTARS Website atwww.dgs.state.pa.us/costars, where it may register by completing the online registration form and receivingDGS confirmation of its registration. To view a list of currently-registered COSTARS member entities,please visit the COSTARS website.

2. Direct all questions concerning the COSTARS Program to:

Department of General Services

COSTARS Program

555 Walnut Street, 6th Floor

Harrisburg, PA 17101

Telephone: 1-866-768-7827

E-mailGS-PACostars@state.pa.us

I.11 IFB-029.1 Prices (Dec 6 2006)

The bid submitted by the successful Bidder will be incorporated into any resulting Contract and the Bidder will berequired to provide the awarded item(s) at the prices quoted in its Bid.

I.12 IFB-031.1 Alternates (Nov 2006)

A Bidder who wants to offer an alternate must notify the Issuing Office in writing, at least five (5) days prior to thescheduled Bid opening, that the Bidder intends to offer an alternate in its Bid. An "alternate" is a product thatdeviates from the requirements of the specifications in its composition, qualities, performance, size dimension, etc.The written notification from the Bidder must include a complete description of the alternate and must identify theproduct's deviations from the specifications. Upon receipt of the notification, the Issuing Office will determinewhether the alternate is acceptable. If the Issuing Office, in its discretion, determines that the alternate is acceptable,the Issuing Office will issue a change notice to the invitation for bids that revises the specifications. If no changenotice is issued revising the specification, a Bid offering the alternate will not be considered for award.

I.13 IFB-032.1 New Equipment (Nov 2006)

Unless otherwise specified in this invitation for bids, all products offered by Bidders must be new orremanufactured. A 'new' product is one that will be used first by the Commonwealth after it is manufactured orproduced. A 'remanufactured' product is one which: 1) has been rebuilt, using new or used parts, to a conditionwhich meets the original manufacturer's most recent specifications for the item; 2) does not, in the opinion of theIssuing Office, differ in appearance from a new item; and 3) has the same warranty as a new item. Unless otherwisespecified in this invitation for bids, used or reconditioned products are not acceptable. This clause shall not beconstrued to prohibit Bidders from offering products with recycled content, provided the product is new orremanufactured.

I.14 I-IFB-033.1 Modification or Withdrawal of Bid (Nov 2006)

a. Bid Modification Prior to Bid Opening. Bids may be modified only by written notice or in person prior to theexact hour and date specified for Bid opening.

1) If a Bidder intends to modify its Bid by written notice, the notice must specifically identify the Bid to bemodified and must be signed by the Bidder. The Bidder must include evidence of authorization for theindividual who signed the modification to modify the Bid on behalf of the Bidder. The Bid modification mustbe received in a sealed envelope. The sealed envelope must identify the assigned Collective Number and theBid Opening Time, and should state that enclosed in the envelope is a Bid modification

2) If a Bidder intends to modify its Bid in person, the individual who will modify the Bid must arrive in the BidOpening Room prior to the Bid Opening Time, show a picture identification and provide evidence of his/herauthorization to modify the Bid on behalf of the Bidder. If a Bidder intends to modify its Bid in person, theBidder may do so only in the presence of an agency employee. (The agency employee will observe theactions taken by the individual to modify the Bid, but will not read the Bid or the modification).

b. Bid Withdrawal Prior to Bid Opening. Bids may be withdrawn only by written notice or in person prior to theexact hour and date specified for Bid opening.

1) If a Bidder intends to withdraw its Bid by written notice, the notice shall specifically identify the Bid to be

withdrawn and shall be signed by the Bidder. The Bidder must include evidence of authorization for theindividual who signed the bid withdrawal to withdraw the bid on behalf of the Bidder. Except as provided inSubparagraph c, below, bid withdrawals received after the exact hour and date specified for the receipt ofBids shall not be accepted.

2) If a Bidder intends to withdraw its Bid in person, the individual who will withdraw the Bid must arrive in theBid Opening Room prior to the Bid Opening Time, show a picture identification and provide evidence ofhis/her authorization to withdraw the Bid on behalf of the Bidder.

c. Bid Withdrawal After Bid Opening. Bidders are permitted to withdraw erroneous Bids after Bid opening only ifthe following conditions are met:

1) The Bidder submits a written request for withdrawal.

2) The Bidder presents credible evidence with the request that the reason for the lower Bid price was a clericalmistake as opposed to a judgment mistake and was actually due to an unintentional arithmetical error or anunintentional omission of a substantial quantity of work, labor, material, or services made directly in thecompilation of the Bid.

3) The request for relief and supporting evidence must be received by the Issuing Office within three (3)business days after Bid opening, but before award of the contract.

4) The Issuing Office shall not permit a Bid withdrawal if the Bid withdrawal would result in the award of thecontract on another Bid of the same Bidder, its partner, or a corporation or business venture owned by or inwhich the bidder has a substantial interest.

5) If a Bidder is permitted to withdraw its Bid, the Bidder cannot supply any material or labor or perform anysubcontract or other work agreement for the awarded contractor, without the written approval of the IssuingOffice.

d. Firm Bid. Except as provided above, a Bid may not be modified, withdrawn, or cancelled by any Bidder for aperiod of sixty (60) days following the time and date designated for Bid opening, unless otherwise specified bythe Bidder in its Bid. If the lowest responsible Bidder, as determined by the Issuing Office, withdraws its Bidprior to the expiration of the award period or fails to comply with the requirements set forth in the IFB includingbut not limited to any requirement to submit performance or payment bonds or insurance certificates within therequired time period, the Bidder shall be liable to the Commonwealth for all costs and damages associated withthe re-award or re-bid including the difference between the Bidder's price and the actual cost that theCommonwealth pays for the awarded items.

e. Clarification and Additional Information. After the receipt of Bids, the Issuing Office shall have the right tocontact Bidders for the purpose of seeking:

1) Clarification of the Bid which confirms the Issuing Office's understanding of statements or information in theBid or;

2) Additional information on the items offered; provided the IFB does not require the rejection of the Bid forfailure to include such information.

I.15 I-IFB-034.1 Rejection of Bids (Nov 2006)

The Issuing Office reserves the right to reject any and all Bids, to waive technical defects or any informality in Bids,and to accept or reject any part of any Bid if the best interests of the Commonwealth are thereby served.

II.1 IFB-006.1b COSTARS Program Questionnaire - Electronic Submission (Oct 2006)

Offerors should complete and submit the COSTARS Program Questionnaire Form, which is attached to and made apart of this IFB, and submit it with its proposal. The completed COSTARS Program Questionnaire Form should besubmitted as part of the Bid Response.

II.2 II-IFB-008.1b Lobbying Certification and Disclosure – Electronic Submission. (Oct 2006).

With respect to an award of a federal contract, grant, or cooperative agreement exceeding $100,000 or an award of afederal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000 allrecipients must certify that they will not use federal funds for lobbying and must disclose the use of non-federalfunds for lobbying by filing required documentation. Offerors must complete and return the Lobbying CertificationForm and the Disclosure of Lobbying Activities Form, which are attached to and made a part of this IFB. Thecompleted and signed Lobbying Certification Form and the Disclosure of Lobbying Activities Form should besubmitted with the Bid Response. Commonwealth agencies will not contract with outside firms or individuals toperform lobbying services, regardless of the source of funds.

II.3 II-IFB-016.1 POST-SUBMISSION DESCRIPTIVE LITERATURE (Dec 2006)

The Commonwealth may, during its evaluation of the bids, require any bidder to submit cuts, illustrations, drawings,prints, test data sheets, specification sheets and brochures which detail construction features, design, components,materials used, applicable dimensions and any other pertinent information which the Issuing Office may require inorder to evaluate the product(s) offered. The required information must be submitted within two (2) business daysafter notification from the Issuing Office. Failure to submit the required information prior to the expiration of thesecond business day after notification shall result in the rejection of the bid as non-responsive.

III.1 III-IFB-001.1a Mandatory Responsiveness Requirements (Oct 2006)

To be eligible for selection, a bid must be:

a. Timely received from a Bidder;

b. Properly signed by the Bidder.

III.2 III-IFB-006.1g Notification of Selection - All Bidder Plus Selection of Best Value (Oct 2006)

Award will be made to all responsible and responsive bidders. The Issuing Office will also select a single best valuecontractor whose bid represents the best value to the Commonwealth taking into consideration all of the best valueevaluation factors.

III.3 III-IFB-007.1 Awards (Nov 2006)

Unless all Bids are rejected, and except as otherwise provided by law, award will be made, through the issuance of aPurchase Order, to the lowest responsible and responsive Bidder. Unless otherwise specified by the Issuing Office inthe IFB form the Commonwealth reserves the right to award by item or on a total Bid basis, whichever is deemedmore advantageous to the Commonwealth. In cases of discrepancies in prices, the unit price will be binding unlessthe unit price is obviously in error and the extended price is obviously correct, in which case the erroneous unit pricewill be corrected. As a condition for receipt of award of a contract/purchase order, the lowest responsible andresponsive Bidder must be registered in the Commonwealth of Pennsylvania's Vendor Master file. In order toregister, bidders must visit the vendor registration website, http://www.vendorregistration.state.pa.us/, or call theCentral Vendor Management Unit toll free at 866-775-2868 or 717-214-2868.

III.4 III-IFB-008.1 Tie Bids (Nov 2006)

All tie bids will be broken by the Issuing Office.

III.5 III-IFB-009.1 Prompt Payment Discounts (Nov 2006)

Prompt payment discounts will not be considered in making an award. If prompt payment discounts are offered byany Bidder, however, the Issuing Office will take advantage of such offer.

III.6 III-IFB-010.1 OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE (NOV 2006)

The Commonwealth reserves the right to purchase products or services covered under this Contract through aseparate competitive bidding procedure, whenever Commonwealth deems it in the best interest of theCommonwealth. The right will generally be exercised only when a specific need for a large quantity of the productor service exists or when the price offered is significantly lower than the Contract price.

IV.1 IFB-001.1b STATEMENT OF WORK (Nov 2006)

The Commonwealth is seeking bids to procure the services set forth in the attached document entitled "Statement ofWork."

V.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006)

The Contract with the awarded bidder (who shall become the "Contractor") shall include the following terms andconditions:

V.2 CONTRACT-002.1a Term of Contract – Contract (March 2007)

a. The term of the Contract shall begin on the Commencement Date (as defined below) and shall end on theExpiration Date identified in the Contract, subject to the other provisions of the Contract.

b. The Commencement Date shall be the later of the "Valid from" date shown on the Contract output form or theEffective Date (as defined below).

c. The Effective Date shall be the Effective Date printed on the Contract output form after the Contract has beenfully executed by the Commonwealth (fully executed by the Commonwealth means that it has been signed andapproved as required by Commonwealth contracting procedures).

V.3 CONTRACT-002.2b Renewal of Contract Term – Mutual (Nov 30 2006)

The Contract may be mutually renewed for a maximum of 0 additional 0 year term(s), so long as theCommonwealth provides written notice to Contractor of its intention to extend the Contract by letter dated not lessthan 000 days prior to the expiration of the term of the agreement, or any extension thereof, and the Contractorconsents to the renewal not less than 000 days prior to the expiration of the term of the agreement or any extensionthereof. The renewal may be exercised as individual or multiple year terms(s). Any renewal will be under sameterms, covenants and conditions. No further document is required to be executed to renew the term of the contract.

V.4 CONTRACT-002.3 Extension of Contract Term (Nov 30 2006)

The Commonwealth reserves the right, upon notice to the Contractor, to extend any single term of the Contract forup to three (3) months upon the same terms and conditions.

V.5 CONTRACT-003.1a Signatures – Contract (March 2007)

The Contract shall not be a legally binding contract until the fully-executed Contract has been sent to the Contractor.No Commonwealth employee has the authority to verbally direct the commencement of any work or delivery of anysupply under this Contract prior to the Effective Date. The Contractor hereby waives any claim or cause of actionfor any service or work performed prior to the Effective Date.

The Contract will not include an "ink" signature by the Commonwealth. The electronically-printed name of thePurchasing Agent represents the signature of that individual who has the authority, on behalf of the Commonwealth,to bind the Commonwealth to the terms of the Contract. If the Contract output form does not have "Fully Executed"at the top of the first page and does not have the name of the Purchasing Agent printed in the appropriate box, theContract has not been fully executed.

The fully-executed Contract may be sent to the Contractor electronically or through facsimile equipment. Theelectronic transmission of a purchase order shall require acknowledgement of receipt of the transmission by theContractor. Receipt of the electronic or facsimile transmission of the Contract shall constitute receipt of the

fully-executed Contract.

The Commonwealth and the Contractor specifically agree as follows:

a. No handwritten signature shall be required in order for the Contract to be legally enforceable.

b. The parties agree that no writing shall be required in order to make the Contract legally binding,notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity orenforceability of a genuine Contract or acknowledgement issued electronically under the provisions of astatute of frauds or any other applicable law relating to whether certain agreements be in writing and signed bythe party bound thereby. Any genuine Contract or acknowledgement issued electronically, if introduced asevidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible asbetween the parties to the same extent and under the same conditions as other business records originated andmaintained in documentary form. Neither party shall contest the admissibility of copies of a genuine Contractor acknowledgements under either the business records exception to the hearsay rule or the best evidence ruleon the basis that the Contract or acknowledgement were not in writing or signed by the parties. A Contract oracknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designatedfor such documents.

c. Each party will immediately take steps to verify any document that appears to be obviously garbled intransmission or improperly formatted to include re-transmission of any such document if necessary.

V.6 CONTRACT-004.1b Definitions – IT (Nov 30 2006)

As used in this Contract, these words shall have the following meanings:

a. Agency The department, board, commission or other agency of the Commonwealth of Pennsylvania listed as thePurchasing Agency. If a COSTARS entity or external procurement activity has issued an order against thiscontract, that entity shall also be identified as "Agency".

b. Contracting Officer The person authorized to administer this Contract for the Commonwealth and to make writtendeterminations with respect to the Contract.

c. Days Unless specifically indicated otherwise, days mean calendar days.

d. Developed Works or Developed Materials All documents, sketches, drawings, designs, works, papers, files,reports, computer programs, computer documentation, data, records, software, samples or any other tangiblematerial without limitation authored or prepared by Contractor as the work product covered in the scope of workfor the Project.

e. Documentation All materials required to support and convey information about the services required by thisContract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logicaland physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readablestorage media.

f. Services All Contractor activity necessary to satisfy the Contract.

V.7 CONTRACT-005.1a Purchase Orders (Feb 2007)

Commonwealth agencies may issue Purchase Orders against the Contract. These ordersconstitute the Contractor's authority to make delivery. All Purchase Orders received by theContractor up to and including the expiration date of the Contract are acceptable and must beperformed in accordance with the Contract. Each Purchase Order will be deemed to incorporatethe terms and conditions set forth in the Contract.

Purchase Orders will not include an "ink" signature by the Agency. The electronically-printedname of the purchaser represents the signature of that individual who has the authority, on behalfof the Commonwealth, to authorize the Contractor to proceed.

Purchase Orders may be issued electronically or through facsimile equipment. The electronictransmission of a purchase order shall require acknowledgement of receipt of the transmission bythe Contractor. Receipt of the electronic or facsimile transmission of the Purchase Order shallconstitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will beconsidered received the following business day.

a. No handwritten signature shall be required in order for the Contract or Purchase Order to belegally enforceable.

b. The parties agree that no writing shall be required in order to make the order legally binding.The parties hereby agree not to contest the validity or enforceability of a Purchase Order oracknowledgement issued electronically under the provisions of a statute of frauds or any otherapplicable law relating to whether certain agreements be in writing and signed by the partybound thereby. Any Purchase Order or acknowledgement issued electronically, if introduced asevidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will beadmissible as between the parties to the same extent and under the same conditions as otherbusiness records originated and maintained in documentary form. Neither party shall contest theadmissibility of copies of Purchase Orders or acknowledgements under either the businessrecords exception to the hearsay rule or the best evidence rule on the basis that the order oracknowledgement were not in writing or signed by the parties. A purchase order oracknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the locationdesignated for such documents.

c. Each party will immediately take steps to verify any document that appears to be obviouslygarbled in transmission or improperly formatted to include re-transmission of any such documentif necessary.

Purchase Orders under five thousand dollars ($5,000) in total amount may also be made inperson or by telephone using a Commonwealth Purchasing Card. When an order is placed bytelephone, the Commonwealth agency shall provide the agency name, employee name, creditcard number, and expiration date of the card. Contractors agree to accept payment through the

use of the Commonwealth Purchasing Card.V.8 CONTRACT-006.1 Independent Prime Contractor (Oct 2006)

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as anemployee or agent of the Commonwealth. The Contractor will be responsible for all services in this Contractwhether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard toall contractual matters, including payment of any and all charges resulting from the Contract.

V.9 CONTRACT-007.01b Delivery of Services (Nov 30 2006)

The Contractor shall proceed with all due diligence in the performance of the services with qualifiedpersonnel, in accordance with the completion criteria set forth in the Contract.

V.10 CONTRACT-007.02 Estimated Quantities (Nov 30 2006)

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increasedor decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth inaccepting any bid or portion thereof, contracts only and agrees to purchase only the materials and services in suchquantities as represent the actual requirements of the Commonwealth. The Commonwealth reserves the right topurchase materials and services covered under the Contract through a separate competitive procurement procedure,whenever Commonwealth deems it to be in its best interest.

V.11 CONTRACT-008.1b Warranties (Nov 30 2006)

The Contractor warrants that the Services and Developed Works will conform in all material respects to thefunctional specifications for the Developed Works and/or the requirements of the Contract. The warranty period forthe Services and Developed Works shall be one hundred eighty (180) days from final acceptance. The Contractorshall correct any non-conformity within the warranty period specified herein.

a. The Contractor hereby represents and warrants to the Commonwealth that the Contractor will not cause, ortake any action that may directly or indirectly cause a disruption of the Commonwealth#s operations.

b. In the event of any nonconformity with the foregoing warranties, the Commonwealth will provide writtennotification of such nonconformity to the Contractor and the Contractor, at no cost to the Commonwealth,shall within ten (10) days notice of the nonconformity, commence work to remedy the nonconformity andshall work diligently, at no charge to the Commonwealth, until such time as the deliverable conforms, in allmaterial respects, to the functional specifications of the Developed Works set forth in this Contract.

c. Contractor warrants that it has the necessary legal rights, including licenses to third party products, tools ormaterials, to perform the Services and deliver the Developed Materials under this Contract.

d. THE FOREGOING EXPRESS WARRANTIES ARE THE CONTRACTOR#S SOLE AND EXCLUSIVEWARRANTIES AND NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE.

e. All non-expired warranties shall survive termination of the Contract.

V.12 CONTRACT-009.1a Patent, Copyright, Trademark, and Trade Secret Protection (Nov 30 2006

a. The Contractor shall hold the Commonwealth harmless from any suit or proceeding which may be brought by athird party against the Commonwealth, its departments, officers or employees for the alleged infringement of anyUnited States or foreign patents, copyrights, or trademarks, or for a misappropriation of trade secrets arising outof performance of this Contract, including all work, services, materials, reports, studies, and computer programsprovided by the Contractor, and in any such suit or proceeding will satisfy any final award for such infringement,including costs. The Commonwealth agrees to give Contractor prompt notice of any such claim of which itlearns. Pursuant to the Commonwealth Attorneys Act 71 P.S. Section 732-101, et seq., the Office of AttorneyGeneral (OAG) has the sole authority to represent the Commonwealth in actions brought against theCommonwealth. The OAG may, however, in its sole discretion and under the terms it deems appropriate,delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperatewith all reasonable requests of Contractor made in the defense of such suits. No settlement which prevents theCommonwealth from continuing to use the Developed Materials as provided herein shall be made without theCommonwealth's prior written consent. In all events, the Commonwealth shall have the right to participate in thedefense of any such suit or proceeding through counsel of its own choosing. It is expressly agreed by theContractor that, in the event it requests that the Commonwealth to provide support to the Contractor in defendingany such claim, the Contractor shall reimburse the Commonwealth for all expenses (including attorneys' fees, ifsuch are made necessary by the Contractor's request) incurred by the Commonwealth for such support. If OAGdoes not delegate the defense of the matter, the Contractor's obligation to indemnify ceases. The Contractor will,at its expense, provide whatever cooperation OAG requests in the defense of the suit.

b. The Contractor agrees to exercise reasonable due diligence to prevent claims of infringement on the rights of thirdparties. The Contractor certifies that, in all respects applicable to this Contract, it has exercised and will continueto exercise due diligence to ensure that all works produced under this Contract do not infringe on the patents,copyrights, trademarks, trade secrets or other proprietary interests of any kind which may be held by thirdparties. The Contractor also agrees to certify that work produced for the Commonwealth under this contract shallbe free and clear from all claims of any nature.

c. If the defense of the suit is delegated to the Contractor, the Contractor shall pay all damages and costs awardedtherein against the Commonwealth. If information and assistance are furnished by the Commonwealth at theContractor's written request, it shall be at the Contractor's expense, but the responsibility for such expense shallbe only that within the Contractor's written authorization.

d. If, in the Contractor's opinion, the products, materials, reports, studies, or computer programs furnished hereunderare likely to or do become subject to a claim of infringement of a United States patent, copyright, or trademark,or for a misappropriation of trade secret, then without diminishing the Contractor's obligation to satisfy any finalaward, the Contractor may, at its option and expense, substitute functional equivalents for the alleged infringingproducts, materials, reports, studies, or computer programs or, at the Contractor's option and expense, obtain therights for the Commonwealth to continue the use of such products, materials, reports, studies, or computerprograms.

e. If any of the products, materials, reports, studies, or computer programs provided by the Contractor are in suchsuit or proceeding held to constitute infringement and the use or publication thereof is enjoined, the Contractorshall, at its own expense and at its option, either procure the right to publish or continue use of such infringingproducts, materials, reports, studies, or computer programs, replace them with non-infringing items, or modifythem so that they are no longer infringing.

f. If the Contractor is unable to do any of the preceding, the Contractor agrees to pay the Commonwealth:

(1) any amounts paid by the Commonwealth less a reasonable amount based on the acceptance and use of thedeliverable;

(2) any license fee less an amount for the period of usage of any software; and

(3) the prorated portion of any service fees representing the time remaining in any period of service for whichpayment was made

g. The obligations of the Contractor under this Section continue without time limit and survive the termination ofthis contract.

h. Notwithstanding the above, the Contractor shall have no obligation for:

(1) modification of any product, service, or deliverable provided by the Commonwealth;

(2) any material provided by the Commonwealth to the Contractor and incorporated into, or used to prepare, aproduct, service, or deliverable;

(3) use of the product, service, or deliverable in other than its specified operating environment;

(4) the combination, operation, or use of the product, service, or deliverable with other products, services, ordeliverables not provided by the Contractor as a system or the combination, operation, or use of the product,service, or deliverable, with any products, data, or apparatus that the Contractor did not provide;

(5) infringement of a non-Contractor product alone.

(6) the Commonwealth's distribution, marketing or use beyond the scope contemplated by the Contract; or

(7) the Commonwealth's failure to use corrections or enhancements made available to the Commonwealth by theContractor at no charge.

i. The obligation to indemnify the Commonwealth, under the terms of this Section, shall be the Contractor's sole andexclusive obligation for the infringement or misappropriation of intellectual property.

V.13 CONTRACT-009.1b Ownership Rights (Dec 12 2006)

a. Ownership of Properties

(1)All "Developed Works" shall be owned according to the provisions set forth in this paragraph.

(2)All software owned by the Commonwealth or its licensors ("Commonwealth Software") as of the EffectiveDate, shall be and shall remain the exclusive property of the Commonwealth or its licensors, and Contractor

shall acquire no rights or interests in the Commonwealth Software or Tools or that of its licensors except asdescribed in this paragraph or in another provision set forth in this Contract. The Contractor shall not use anyCommonwealth Software, Commonwealth Tools or software or tools of its licensors for any purpose otherthan for completion of work to be performed under this Contract.

b. Definitions

(1)Software - For purposes of this Contract, the term "software" means a collection of one or more programs,databases or microprograms fixed in any tangible medium of expression that comprises a sequence ofinstructions (source code) to carry out a process in, or convertible into, a form executable by an electroniccomputer (object code).

(2)Data - For purposes of this Contract, the term "data" means any recorded information, regardless of form, themedia on which it may be recorded, or the method of recording.

(3)Technical Data - For purposes of this Contract, the term "technical data" means any specific informationnecessary for the development, production or use of the Commonwealth Software.

c. Commonwealth Property - Non-Exclusive, License Grant and Restrictions

During the term of this Contract, Commonwealth grants to Contractor for the limited purpose of providing theServices covered under this Contract, a limited, nonexclusive, nontransferable, royalty-free right (subject to theterms of any third party agreement to which the Commonwealth is a party) to do the following:

(1)Obtain access to and use of the Commonwealth Software in accordance with the terms of this Contract.

(2)Reproduce the Commonwealth Software for archival purposes or for other purposes expressly provided forunder this Contract.

(3)Modify the Commonwealth Software consistent with the terms and conditions of this Contract provided thatContractor agrees to assign to the Commonwealth, its rights, if any, in any derivative works resulting fromContractor's modification of the Commonwealth Software. Contractor agrees to execute any documentsrequired to evidence this assignment and to waive any moral rights and rights of attribution provided for inparagraph 106A of Title 17 of the United States Code, the Copyright Act of 1976.

(4)Allow the Contractor's subcontractors approved by the Commonwealth to obtain access to theCommonwealth Software for the purposes of complying with the terms and conditions of this Contract;provided, however, that neither Contractor nor any of its subcontractors may decompile or reverse engineer,or attempt to decompile or reverse engineer, any of the Commonwealth Software. Commonwealth herebyrepresents that it has the authority to provide the license grant and rights set forth in this paragraph.

(5)To the extent that Contractor uses Commonwealth Software, Commonwealth Tools or software or tools of itslicensor, Contractor agrees to protect the confidentiality of the these works and maintain these proprietaryworks with the strictest confidence.

d. Impact of Third Party Agreements

Subject to the terms of any third party agreement to which the Commonwealth is a party, (i) the Commonwealthshall, at no cost to Contractor, provide Contractor with access to the Commonwealth Software in the form in use

by Commonwealth as of the Effective Date of this Contract and, (ii) Contractor, as part of the Services to berendered under this Contract, shall compile and, as changes are made, update a list of all of the CommonwealthSoftware then in use by Contractor or any of its subcontractors in connection with Contractor's performance ofthe Services required by this Contract.

e. Reservation of Rights

All rights, not expressly granted here to Contractor on a nonexclusive basis, including the right to grantnon-exclusive licenses and other rights are reserved by the Commonwealth.

f. Termination of Commonwealth License Grant

Upon the expiration or termination for any reason of Contractor's obligation to provide the Services under thisContract, all rights granted to Contractor in this paragraph shall immediately cease. Contractor shall, at no cost toCommonwealth, deliver to Commonwealth all of the Commonwealth Software and Tools (including any relatedsource code then in Contractor's possession or under its control) in the form in use as of the Effective Date ofsuch expiration or termination. Within fifteen (15) calendar days after termination, Contractor shall provide theCommonwealth with a current copy of the list of Commonwealth Software in use as of the date of suchexpiration or termination. Concurrently therewith, Contractor shall destroy or erase all other copies of any of theCommonwealth Software then in Contractor's possession or under its control unless otherwise instructed byCommonwealth, in writing; provided, however, that Contractor may retain one archival copy of suchCommonwealth Software and Tools, until final resolution of any actively asserted pending disputes between theParties, such retention being for the sole purpose of resolving such disputes.

g. Effect of License Grant Termination

Consistent with the provisions of this paragraph, Contractor shall refrain from manufacturing, copying,marketing, distributing, or use of any Commonwealth Software or any other work which incorporates theCommonwealth Software. The obligations of this paragraph shall survive any termination of this Contract.

h. Use of Contractor-Owned SoftwareAll software owned by Contractor (Contractor Software) and tools owned byContractor (Contractor Tools) prior to the Effective Date of this Contract shall be and shall remain the exclusiveproperty of Contractor. The Commonwealth shall acquire no rights or interests in the Contractor Software or theContractor Tools by virtue of this Contract except as set forth in this paragraph.

i. Definition of Contractor Tools

Contractor Tools is defined as any tools, both in object code and source code form, which Contractor haspreviously developed, or which Contractor independently develops or licenses from a third party, excluding anytools that Contractor creates pursuant to this Contract. Contractor Tools includes but is not limited to,methodologies, information, concepts, toolbars for maneuvering between pages, search engines, JAVA applets,and ActiveX controls.

j. Required Reports, Records and Inventory of Contractor Tools and Contractor Software

(1)Contractor must provide a list of all Contractor Tools and Contractor Software to be delivered in connectionwith the deliverables or Developed Materials prior to commencing any work under the Contract. Contractormust also provide a list of all other Contractor Tools and Contractor Software intended to be used byContractor to provide the services under this Contract but will not become part of or necessary for the use ofthe Developed Materials. All Contractor Tools and Contractor Software necessary to use deliverables or

Developed Materials shall be delivered to the Commonwealth along with the license set forth insubparagraph f. Contractor may amend these lists from time to time while the Contract is being carried out orupon its completion. Any Contractor Tools or Contractor Software not included on the lists will be deemed tohave been created under this Contract.

(2)During the term of this Contract, Contractor shall maintain at its principal office books of account and recordsshowing its actions under this Contract. Upon reasonable notice by Commonwealth, Contractor shall allowCommonwealth to inspect these records and accounts for purposes of verifying the accuracy of such accountsand records.

(3)In the event that Contractor fails to list a Contractor Tool or Contractor Software, but is able to demonstratethat such tool or software was independently developed by Contractor prior to the Effective Date of thisContract, Contractor shall retain complete ownership of such Contractor Tool or Contractor Software that isnecessary to use the deliverables or Developed Works, provided that notice is given to the Commonwealthprior to use on the Contract.

k. Expiration or Termination NonExclusive License Grant - Non-Commercial Contractor Tools and Software

Upon the expiration or termination for any reason of Contractor's obligation to provide the Services under thisContract, and at the request of Commonwealth, Contractor shall (i) grant to Commonwealth a paid-up,nonexclusive, nontransferable license to use, modify, prepare derivative works and unless Commonwealthterminates this Contract without cause, grant to third parties engaged by Commonwealth the right to use, modify,and prepare derivative works based upon all or any portion of the non-commercially available ContractorSoftware and the non-commercially available Contractor Tools owned by Contractor and used by Contractor inconnection with the Services, the foregoing rights being granted to the extent reasonably necessary to facilitateCommonwealth's or such third party's completion of and maintenance of the Services to be provided byContractor under this Contract immediately prior to such expiration or termination and (ii) deliver toCommonwealth the object code version of such non-commercially available Contractor Software and suchnon-commercially available Contractor Tools in the form used by Contractor in connection with the Servicesimmediately prior to such expiration or termination to allow the Commonwealth to complete and maintain suchwork. If Commonwealth enters into a contract that allows for the use of the Contractor Software or ContractorTools for which a license is granted under this paragraph, the Commonwealth will include a provision in thatcontract that limits the use of the Contractor Software or Contractor Tools as delineated in this paragraph.

l. Rules of Usage for Developed Works

(1)If Developed Works modify, improve, or enhance application software programs or other materials generallylicensed by the Contractor, then such Developed Works shall be the property of the Contractor, andContractor hereby grants Commonwealth an irrevocable, nonexclusive, worldwide, fully paid-up license (toinclude source code and relevant documentation) in perpetuity to use, modify, execute, reproduce, display,perform, prepare derivative works from and distribute, within the Commonwealth, of such Developed Works.For purposes of distribution under the license grant created by this paragraph, Commonwealth includes anygovernment agency, department, instrumentality, division, unit or other office that is part of theCommonwealth of Pennsylvania, together with the State System of Higher Education (including any of itsuniversities), any county, borough, commonwealth, city, municipality, town, township special purposedistrict, or other similar type of governmental instrumentality located within the geographical boundaries ofthe Commonwealth of Pennsylvania. If federal funds are used in creation of the Developed Works, theCommonwealth also includes any other state government as well as the federal government.

(2)If Developed Works modify, improve, or enhance application software or other materials not licensed to theCommonwealth by the Contractor, then such modifications, improvements and enhancements shall be theproperty of the Commonwealth or its licensor. To the extent Commonwealth owns the software or othermaterials, it hereby grants to Contractor an irrevocable, nonexclusive, worldwide, fully paid-up license to

use, modify, execute, reproduce, display, perform, prepare derivative works from, and distribute copies ofsuch Developed Works. To the extent Commonwealth has a license to the software or other materials, and tothe extent that it, in its sole discretion determines it is able to do so the Commonwealth will grant toContractor an irrevocable, nonexclusive, worldwide, fully paid-up license to use, modify, execute, reproduce,display, perform and distribute copies of such Developed Works.

(3)If Developed Works have been funded by Commonwealth, to any extent, with either Commonwealth orfederal funds, and the Developed Works do not include pre-existing materials generally licensed by theContractor, then the Commonwealth shall have all right, title, and interest (including ownership of copyrightand trademark) to such Developed Works and the Commonwealth hereby grants to Contractor an irrevocable,nonexclusive, worldwide, fully paid-up license to use, modify, execute, reproduce, display, perform, preparederivative works from, and distribute copies of such Developed Works. The Commonwealth shallexclusively own all software products first developed under the terms of this contract by the Contractor, itssubcontractors or other third party vendors that are specifically developed for, engineered and integrated intothe Developed Works.

m.Copyright Ownership - Works Developed as Part of the Scope of Work for the Project, including DevelopedWorks developed by Subcontractors, are the sole and exclusive property of the Commonwealth and shall beconsidered "works made for hire" under the United States Copyright Act of 1976, as amended, 17 United StatesCode. In the event that the Developed Works do not fall within the specifically enumerated works that constituteworks made for hire under the United States copyright laws, Contractor agrees to assign and, upon theirauthorship or creation, expressly and automatically assigns all copyright interests, proprietary rights, tradesecrets, and other right, title, and interest in and to such Developed Works to Commonwealth. Contractor furtheragrees that it will have its Subcontractors assign, and upon their authorship or creation, expressly andautomatically assign all copyright interest, proprietary rights, trade secrets, and other right, title, and interest inand to the Developed Works to the Commonwealth. Commonwealth shall have all rights accorded an owner ofcopyright under the United States copyright laws including, but not limited to, the exclusive right to reproducethe Developed Works in multiple copies, the right to distribute, copies by sales or other transfers, the right toregister all copyrights in its own name as author in the United States and in foreign countries, the right to preparederivative works based upon the Creative Works and the right to display the Developed Works. The Contractorfurther agrees that it will include this requirement in any subcontractor or other agreement with third parties whoin any way participate in the creation or development of Developed Works. Upon completion or termination ofthis Contract, all working papers, files and other documentation shall immediately be delivered by Contractor tothe Commonwealth. Contractor warrants that the Developed Works are original and do not infringe anycopyright, patent, trademark, or other intellectual property right of any third party and are in conformance withthe intellectual property laws of the United States

n. Patent Ownership

(1)Contractor and its subcontractors shall retain ownership to patentable items, patents, processes, inventions ordiscoveries (collectively, the Patentable Items) made by the Contractor during the performance of thisContract. Notwithstanding the foregoing, the Commonwealth shall be granted a nonexclusive,nontransferable, royalty free license to use or practice the Patentable Items. Commonwealth may disclose tothird parties any such Patentable Items made by Contractor or any of its subcontractors under the scope ofwork for the Project that have been previously publicly disclosed. Commonwealth understands and agreesthat any third party disclosure will not confer any license to such Patentable Items.

(2)Contractor shall not use any computer program, code, or any works developed by or for Contractorindependently of this Contract ("Pre-Existing Materials") in the performance of the Services under thisContract, without the express written consent of the Commonwealth. Any Pre-Existing Materials used byContractor for performance of Services under this Contract without Commonwealth consent shall be deemedto be Developed Works as that term is used in this paragraph. In the event that Commonwealth providessuch consent, Contractor shall retain any and all rights in such Pre-Existing Materials.

o. Federal Government Interests

It is understood that certain funding under this Contract may be provided by the federal government.Accordingly, the rights to Developed Works or Patentable Items of Contractors or subcontractors hereunder willbe further subject to government rights as set forth in 37 C.F.R. paragraph 401, and other applicable statutes.

p. Usage Rights for Know-How and Technical Information

Either Party, in the ordinary course of conducting business, may use any ideas, concepts, know-how,methodologies, processes, components, technologies, algorithms, designs, modules or techniques not otherwisecovered by this paragraph relating to the Services which Contractor or Commonwealth (alone or jointly with theCommonwealth) develops or learns in connection with Contractor's provision of Services to Commonwealthunder this Contract.

q. Commonwealth Intellectual Property Protection

Contractor acknowledges Commonwealth's exclusive right, title and interest, including without limitationcopyright and trademark rights, in and to Commonwealth Software, Commonwealth Tools and the DevelopedWorks developed under the provisions of this paragraph, shall not in any way, at any time, directly or indirectly,do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of saidright, title, and interest, and shall not use or disclose the Commonwealth Software, Commonwealth Tools, or theDeveloped Works without Commonwealth's written consent, which consent may be withheld by theCommonwealth for any reason. Further, Contractor shall not in any manner represent that Contractor has anyownership interest in the Commonwealth Software, Commonwealth Tools, or the Developed Works. Thisprovision is a material part of this paragraph.

r. Contractor Intellectual Property Protection

Commonwealth acknowledges that it has no ownership rights in the Contractor Software or Contractor Toolsother than those set forth in this Contract, or as may be otherwise granted in writing.

s. Source Code and Escrow Items Obligations

Simultaneously with delivery of the Developed Works to Commonwealth, Contractor shall deliver a true,accurate and complete copy of all source codes relating to the Developed Works. To the extent that theDeveloped Works include application software or other materials generally licensed by the Contractor, then thesource code shall be placed in escrow, subject to the terms and conditions of an Escrow Agreement to beexecuted by the Parties and an Escrow Agent that is acceptable to the Commonwealth.

t. Contractor's Copyright Notice Obligations

Contractor will affix the following Copyright Notice to the Developed Works developed under this paragraphand all accompanying documentation: "Copyright [year] by the Commonwealth of Pennsylvania. All RightsReserved." This notice shall appear on all tangible versions of the Developed Works delivered under thisContract and any associated documentation. It shall also be programmed into any all Developed Works deliveredhereunder so that it appears at the beginning of all visual displays of such Developed Works.

V.14 CONTRACT-010.lb Inspection and Acceptance (Oct 2006)

a. Acceptance of Developed Materials will occur in accordance with the Deliverable Approval Plan submitted by theContactor and approved by the Commonwealth. Upon approval of the plan by the Commonwealth theDeliverable Approval Plan becomes part of this Contract. If software or a developed system is the deliverable,the Deliverable Approval Plan must include an Acceptance Test Plan. The Acceptance Test Plan will provide fora Final Acceptance Test, and may provide for Interim Milestone Acceptance Tests. Each Acceptance Test willbe designed to demonstrate that the Developed Materials conform with the functional specification for theDeveloped Materials, if any, and/or the requirements of this Contract. Contractor shall notify the Commonwealthwhen the deliverable is completed and ready for acceptance testing. The Commonwealth will not unreasonablydelay commencement of acceptance testing.

b. Contractor shall certify, in writing, to the Commonwealth when a particular Deliverable milestone, interim orfinal, is completed and ready for acceptance (hereinafter Acceptance). Unless otherwise agreed to by theCommonwealth, the Acceptance period shall be ten (10) business days for interim milestones and thirty (30)days for final milestones. On or before the 10th business day for interim milestones or 30th business day for thefinal milestone, following receipt by the Commonwealth of Contractor's certification of completion of aparticular milestone, the Commonwealth shall either: (1) provide the Contractor with Commonwealth's writtenconditional acceptance of the Developed Materials in the completed milestone, subject to the Commonwealth'sfinal acceptance of the Developed Materials or (2) identify to Contractor, in writing, the failure of the DevelopedMaterials to comply with the specifications, listing all such errors and omissions with reasonable detail.

c. If the Developed Materials are in compliance with the specifications, then the Commonwealth shall provide theContractor with Commonwealth's written conditional acceptance of the Developed Materials in the completedmilestone. If the Developed Materials are not in compliance with the specifications, then the Commonwealthshall provide the Contractor with Commonwealth's written rejection of the Developed Materials in the competedmilestone. If the Commonwealth fails to notify the Contractor in writing of any failures in the Acceptance periodwithin the applicable Acceptance period, the Developed Materials shall be deemed accepted. Payment forDeveloped Materials will only be made if the Commonwealth has accepted the Developed Materials, eitherthrough written acceptance or through deemed acceptance.

d. If the Developed Materials do not meet an accessibility standard, the Contractor must provide written justificationfor its failure to meet the standard. The justification must provide specific details as to why the standard has notbeen met. The Commonwealth may either waive the requirement as not applicable to the Commonwealth'sbusiness requirements or require that the Contractor provide an acceptable alternative. Any Commonwealthwaiver of the requirement must be in writing.

e. Upon Contractor's receipt of the Commonwealth's written notice of rejection, which must identify the reasons forthe failure of the Developed Materials in a completed milestone to comply with the specifications, the Contractorshall have fifteen (15) business days, or such other time as the Commonwealth and Contractor may agree isreasonable, within which to correct all such failures, and resubmit the corrected Developed Materials, certifyingto the Commonwealth, in writing, that the failures have been corrected, and that the Developed Materials havebeen brought into compliance with the specifications. Upon receipt of such corrected and resubmitted DevelopedMaterials and certification, the Commonwealth shall have thirty (30) business days to test the correctedDeveloped Materials to confirm that they are in compliance with the specifications. If the corrected DevelopedMaterials are in compliance with the specifications, then the Commonwealth shall provide the Contractor withCommonwealth's conditional acceptance of the Developed Materials in the completed milestone.

f. If, in the opinion of the Commonwealth, the corrected Developed Materials still contain material failures, theCommonwealth may either:

(1)repeat the procedure set forth above; or

(2)terminate the contract.

V.15 CONTRACT-011.1a Compliance With Law (Oct 2006)

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in theperformance of the Contract.

V.16 CONTRACT-012.1 Contract Scope (Oct 2006)

a. If the Contractor must perform work at a Commonwealth facility outside of the daily operational hours set forthby the Commonwealth, it must make arrangements with the Commonwealth to assure access to the facility andequipment. No additional payment will be made on the basis of lack of access, unless the Commonwealth fails toprovide access as set out in the IFB.

b. Except as set out in this Contract, the Contractor shall not offer for sale or provide Commonwealth agencies withany hardware or software (i.e., personal computers, file servers, laptops, personal computer packaged software,etc.). Contractor may recommend the use of tools such as hardware and software, without requiring agencies topurchase those tools. Software tools that are NOT on statewide contract will be acquired through purchaseagreements, and the Contractor shall not be considered for award of such agreements if it has recommended theiruse.

c. The Contractor shall review the standards set out in IT Bulletins. The Contractor shall ensure that Servicesprocured under this Contract comply with the applicable standards. In the event such standards change duringContractor's performance, and the Commonwealth requests that Contractor comply with the changed standard,then any incremental costs incurred by Contractor to comply with such changes shall be paid for pursuant to achange order to the Contract.

V.17 CONTRACT-013.1 Environmental Provisions (Oct 2006)

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with allapplicable environmental laws and regulations, including, but not limited to: the Clean Streams Law Act of June 22,1937 (P.L. 1987, No. 394), as amended 35 P.S. Section 691.601 et seq.; the Pennsylvania Solid Waste ManagementAct, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. Section 6018.101 et seq.; and the Dam Safety andEncroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended,32 P.S. Section 693.1.

V.18 CONTRACT-014.1 Post-Consumer Recycled Content (Oct 2006)

Except as specifically waived by the Department of General Services in writing, any products which are provided tothe Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for totalrecycled content as specified on the Department of General Services website at WWW.DGS.STATE.PA.US on thedate of submission of the bid, proposal or contract offer.

V.19 CONTRACT-014.3 Enforcement (Oct 2006)

The Contractor may be required, after delivery of the Contract item(s), to provide the Commonwealth with

documentary evidence that the item(s) was in fact produced with the required minimum percentage ofpost-consumer and recovered material content.

V.20 CONTRACT-015.1 Compensation (Oct 2006)

The Contractor shall be required to furnish the awarded item(s) at the price(s) quoted in the Purchase Order. Allitem(s) shall be delivered within the time period(s) specified in the Purchase Order. The Contractor shall becompensated only for item(s) that are delivered and accepted by the Commonwealth.

V.21 CONTRACT-015.2 Billing Requirements (Dec 5 2006)

The Contractor shall include in all of its invoices the following minimum information:

- Vendor name and "Remit to" address, including SAP Vendor number;

- Bank routing information, if ACH;

- SAP Purchase Order number;

- Delivery Address, including name of Commonwealth agency;

- Description of the supplies/services delivered in accordance with SAP Purchase Order (include purchase orderline number if possible);

- Quantity provided;

- Unit price;

- Price extension;

- Total price; and

- Delivery date of supplies or services.

If an invoice does not contain the minimum information set forth in this paragraph, the Commonwealth may returnthe invoice as improper. If the Commonwealth returns an invoice as improper, the time for processing a paymentwill be suspended until the Commonwealth receives a correct invoice. The Contractor may not receive payment untilthe Commonwealth has received a correct invoice.

Contractors are required to establish separate billing accounts with each using agency and invoice them directly.Each invoice shall be itemized with adequate detail and match the line item on the Purchase Order. In no instanceshall any payment be made for services to the Contractor that are not in accordance with the prices on the PurchaseOrder, the Contract, updated price lists or any discounts negotiated by the purchasing agency.

V.22 CONTRACT-015.3 Invoice Requirement – SAP Purchase Orders (Feb 2007)

Unless otherwise specified or unless the Contractor has been authorized by the Commonwealth for ElectronicInvoicing, Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall send an invoice itemized bypurchase order line item to the address referenced on the Purchase Order promptly after the item(s) are delivered.The invoice should include only amounts due under the Purchase Order. The Purchase Order number must beincluded on all invoices. In addition, the Commonwealth shall have the right to require the Contractor to prepare andsubmit a "Work In Progress" sheet that contains, at a minimum, the tasks performed, number of hours, hourly ratesand the Purchase Order or task order to which it refers.

V.23 CONTRACT-016.1 Payment (Oct 2006)

a. The Commonwealth shall put forth reasonable efforts to make payment by the required payment date. Therequired payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30)days after a proper invoice actually is received at the "Bill To" address if a date on which payment is due is notspecified in the Contract (a "proper" invoice is not received until the Commonwealth accepts the service assatisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by(a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s)as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, theCommonwealth may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of1982 and regulations promulgated pursuant thereto. Payment should not be construed by the Contractor asacceptance of the service performed by the Contractor. The Commonwealth reserves the right to conduct furthertesting and inspection after payment, but within a reasonable time after performance, and to reject the service ifsuch post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractoragrees that the Commonwealth may set off the amount of any state tax liability or other obligation of theContractor or its subsidiaries to the Commonwealth against any payments due the Contractor under any contractwith the Commonwealth.

b. The Commonwealth shall have the option of using the Commonwealth purchasing card to make purchases underthe Contract or Purchase Order. The Commonwealth's purchasing card is similar to a credit card in that there willbe a small fee which the Contractor will be required to pay and the Contractor will receive payment directly fromthe card issuer rather than the Commonwealth. Any and all fees related to this type of payment are theresponsibility of the Contractor. In no case will the Commonwealth allow increases in prices to offset credit cardfees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in theterms of the Contract or Purchase Order.

V.24 CONTRACT-017.1 Taxes (Dec 5 2006)

The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordinglyregistered with the Internal Revenue Service to make tax free purchases under Registration No. 23-23740001-K.With the exception of purchases of the following items, no exemption certificates are required and none will beissued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment. TheCommonwealth is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistancetaxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates arenot required for sales made to governmental entities and none will be issued. Nothing in this paragraph is meant toexempt a construction contractor from the payment of any of these taxes or fees which are required to be paid withrespect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred inconnection with the performance of a construction contract.

V.25 CONTRACT-018.1 Assignment of Antitrust Claims (Oct 2006)

The Contractor and the Commonwealth recognize that in actual economic practice, overcharges by the Contractor'ssuppliers resulting from violations of state or federal antitrust laws are in fact borne by the Commonwealth. As partof the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to theCommonwealth all right, title and interest in and to any claims the Contractor now has, or may acquire, under stateor federal antitrust laws relating to the products and services which are the subject of this Contract.

V.26 CONTRACT-019.1 Hold Harmless Provision (Nov 30 2006)

a. The Contractor shall hold the Commonwealth harmless from and indemnify the Commonwealth against any andall third party claims, demands and actions based upon or arising out of any activities performed by theContractor and its employees and agents under this Contract, provided the Commonwealth gives Contractorprompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S.Section 732-101, et seq.), the Office of Attorney General (OAG) has the sole authority to represent theCommonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretionand under such terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to theContractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense ofsuch suits.

b. Notwithstanding the above, neither party shall enter into any settlement without the other party's written consent,which shall not be unreasonably withheld. The Commonwealth may, in its sole discretion, allow the Contractorto control the defense and any related settlement negotiations.

V.27 CONTRACT-020.1 Audit Provisions (Oct 2006)

The Commonwealth shall have the right, at reasonable times and at a site designated by the Commonwealth, to auditthe books, documents and records of the Contractor to the extent that the books, documents and records relate tocosts or pricing data for the Contract. The Contractor agrees to maintain records which will support the pricescharged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relateto costs or pricing data for the Contract for a period of three (3) years from date of final payment. The Contractorshall give full and free access to all records to the Commonwealth and/or their authorized representatives.

V.28 CONTRACT-021.1 Default (Dec 12 2006)

a. The Commonwealth may, subject to the Force Majeure provisions of this Contract, and in addition to its otherrights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, andterminate (as provided in the Termination Provisions of this Contract) the whole or any part of this Contract orany Purchase Order for any of the following reasons:

1) Failure to begin work within the time specified in the Contract or Purchase Order or as otherwise specified;

2) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of thespecified work in accordance with the Contract or Purchase Order terms;

3) Unsatisfactory performance of the work;

4) Failure to deliver the awarded item(s) within the time specified in the Contract or Purchase Order or asotherwise specified;

5) Improper delivery;

6) Failure to provide an item(s) which is in conformance with the specifications referenced in the Contract orPurchase Order;

7) Delivery of a defective item;

8) Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory;

9) Discontinuance of work without approval;

10) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

11) Insolvency or bankruptcy;

12) Assignment made for the benefit of creditors;

13) Failure or refusal within 10 days after written notice by the Contracting Officer, to make payment or showcause why payment should not be made, of any amounts due for materials furnished, labor supplied orperformed, for equipment rentals, or for utility services rendered;

14) Failure to protect, to repair, or to make good any damage or injury to property;

15) Breach of any provision of the Contract;

16) Failure to comply with representations made in the Contractor's bid/proposal; or

17) Failure to comply with applicable industry standards, customs, and practice.

b. In the event that the Commonwealth terminates this Contract or any Purchase Order in whole or in part asprovided in Subparagraph a. above, the Commonwealth may procure, upon such terms and in such manner as itdetermines, items similar or identical to those so terminated, and the Contractor shall be liable to theCommonwealth for any reasonable excess costs for such similar or identical items included within the terminatedpart of the Contract or Purchase Order.

c. If the Contract or a Purchase Order is terminated as provided in Subparagraph a. above, the Commonwealth, inaddition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliverimmediately to the Commonwealth in the manner and to the extent directed by the Contracting Officer, suchpartially completed items, including, where applicable, reports, working papers and other documentation, as theContractor has specifically produced or specifically acquired for the performance of such part of the Contract orPurchase Order as has been terminated. Except as provided below, payment for completed work accepted by theCommonwealth shall be at the Contract price. Except as provided below, payment for partially completed itemsincluding, where applicable, reports and working papers, delivered to and accepted by the Commonwealth shallbe in an amount agreed upon by the Contractor and Contracting Officer. The Commonwealth may withhold fromamounts otherwise due the Contractor for such completed or partially completed works, such sum as theContracting Officer determines to be necessary to protect the Commonwealth against loss.

d. The rights and remedies of the Commonwealth provided in this paragraph shall not be exclusive and are inaddition to any other rights and remedies provided by law or under this Contract.

e. The Commonwealth's failure to exercise any rights or remedies provided in this paragraph shall not be construedto be a waiver by the Commonwealth of its rights and remedies in regard to the event of default or anysucceeding event of default.

f. Following exhaustion of the Contractor's administrative remedies as set forth in the Contract ControversiesProvision of the Contract, the Contractor's exclusive remedy shall be to seek damages in the Board of Claims.

V.29 CONTRACT-022.1 Force Majeure (Oct 2006)

Neither party will incur any liability to the other if its performance of any obligation under this Contract is preventedor delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party'scontrol may include, but aren't limited to, acts of God or war, changes in controlling law, regulations, orders or therequirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemicsand quarantines, general strikes throughout the trade, and freight embargoes.

The Contractor shall notify the Commonwealth orally within five (5) days and in writing within ten (10) days of thedate on which the Contractor becomes aware, or should have reasonably become aware, that such cause wouldprevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect onperformance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance isdelayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of provingthat such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce suchsupporting documentation as the Commonwealth may reasonably request. After receipt of such notification, theCommonwealth may elect to cancel the Contract, cancel the Purchase Order, or to extend the time for performanceas reasonably necessary to compensate for the Contractor's delay.

In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to theContractor, may suspend all or a portion of the Contract or Purchase Order.

V.30 CONTRACT-023.1b Termination (Dec 6 2006)

a. For Convenience

(1)The Commonwealth may terminate this Contract without cause by giving Contractor thirty (30) days priorwritten notice (Notice of Termination) whenever the Commonwealth shall determine that such termination isin the best interest of the Commonwealth (Termination for Convenience). Any such termination shall beeffected by delivery to the Contractor of a Notice of Termination specifying the extent to which performanceunder this Contract is terminated either in whole or in part and the date on which such termination becomeseffective. In the event of termination hereunder, Contractor shall receive payment for the following:

(i) all services performed consistent with the terms of the Contract prior to the effective date of termination;

(ii) all actual and reasonable costs incurred by Contractor as a result of the termination of the Contract; and

In no event shall the Contractor be paid for any loss of anticipated profit (by the Contractor or anySubcontractor), loss of use of money, or administrative or overhead costs.

Failure to agree on any termination costs shall be a dispute handled in accordance with the ContractControversies clause of this Contract.

(2) The Contractor shall cease work as of the date set forth in the Notice of Termination, and shall be paid onlyfor such services as have already been satisfactorily rendered up to and including the cease work date setforth in said notice, or as may be otherwise provided for in said Notice of Termination, and for such services

performed thereafter in the thirty (30) day period of termination, if such services are requested by theCommonwealth, for the collection, assembling, and transmitting to the Commonwealth of at least allmaterials, manuals, magnetic media, studies, drawings, computations, maps, supplies, and survey notesincluding field books, which were obtained, prepared, or developed as part of the work required under thisContract.

(3) The above shall not be deemed to limit the Commonwealth's right to terminate this Contract for any reason aspermitted by the other provisions of this Contract, or under applicable law.

b. Non-Appropriation

Any payment obligation or portion thereof of the Commonwealth created by this Contract is conditioned uponthe availability and appropriation of funds. When funds (state or federal) are not appropriated or otherwise madeavailable to support continuation of performance in a subsequent fiscal year period, the Commonwealth shallhave the right to terminate the Contract. The Contractor shall be reimbursed in the same manner as that describedin this section related to Termination for Convenience to the extent that appropriated funds are available.

c. Default

A party may, in addition to its other rights under this Contract, terminate this Contract in whole or in part byproviding written notice of default to the other party if the other party materially fails to perform its obligationsunder the Contract and does not cure such failure within thirty (30) days or, if a cure within such period is notpractical, commence a good faith effort to cure such failure to perform within the specified period (or suchlonger period as the aggrieved party may specify in writing) after receipt of written notice from the aggrievedparty specifying such failure. The Contracting Officer shall provide any notice of default or written cure noticefor Contract terminations.

(1) Subject to the Limitation of Liability clause of this Contract in the event the Commonwealth terminates thisContract in whole or in part as provided in this section, the Commonwealth may procure services similar tothose so terminated, and the Contractor, in addition to liability for any liquidated damages, shall be liable tothe Commonwealth, as the Commonwealth's sole and exclusive remedy for such default, for the differencebetween the Contract price for the terminated portion of the services and the actual and reasonable cost (butin no event greater than the fair market value) of producing substitute equivalent services for the terminatedservices, provided that the Contractor shall continue the performance of this Contract to the extent notterminated under the provisions of this section.

(2) Except with respect to defaults of Subcontractors, the Contractor shall not be liable for any excess costs if thefailure to perform the Contract arises out of causes beyond the control of the Contractor. Such causes mayinclude, but are not limited to, acts of God or of the public enemy, fires, floods, epidemics, quarantinerestrictions, strikes, work stoppages, freight embargoes, acts of terrorism, and unusually severe weather. TheContractor shall notify the Contracting Officer immediately in writing of its inability to perform because of acause beyond the control of the Contractor.

(3) Nothing in this section shall abridge the Commonwealth's right to suspend, debar, or take otheradministrative action against the Contractor.

(4) If it is later determined that the Commonwealth erred in terminating the Contract for default, then theContract shall be deemed to have been terminated for convenience under Subsection (a).

(5) If this Contract is terminated as provided by this section, the Commonwealth may, in addition to any otherrights provided in this Subsection, and subject to the Ownership Rights clause of this Contract, require theContractor to deliver to the Commonwealth in the manner and to the extent directed by the ContractingOfficer, such reports and other documentation as the Contractor has specifically produced or specificallyacquired for the performance of such part of the Contract as has been terminated. Payment for such reports

and documentation will be made consistent with the Contract.

V.31 CONTRACT-024.1 Contract Controversies (Oct 2006)

a. In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after thecause of action accrues, file a written claim with the contracting officer for a determination. The claim shall stateall grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or filesan untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum.

b. The contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding theclaim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended byconsent of the contracting officer and the Contractor. The contracting officer shall send his/her writtendetermination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days(unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer'sdetermination shall be the final order of the purchasing agency.

c. Within fifteen (15) days of the mailing date of the determination denying a claim or within 135 days of filing aclaim if, no extension is agreed to by the parties, whichever occurs first, the Contractor may file a statement ofclaim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, theContractor shall proceed diligently with the performance of the Contract in a manner consistent with thedetermination of the contracting officer and the Commonwealth shall compensate the Contractor pursuant to theterms of the Contract.

V.32 CONTRACT-025.1 Assignability and Subcontracting (Oct 2006)

a. Subject to the terms and conditions of this paragraph, this Contract shall be binding upon the parties and theirrespective successors and assigns.

b. The Contractor shall not subcontract with any person or entity to perform all or any part of the work to beperformed under this Contract without the prior written consent of the Contracting Officer, which consent maybewithheld at the sole and absolute discretion of the Contracting Officer.

c. The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, orresponsibilities hereunder without the prior written consent of the Contracting Officer, which consent may bewithheld at the sole and absolute discretion of the Contracting Officer.

d. Notwithstanding the foregoing, the Contractor may, without the consent of the Contracting Officer, assign itsrights to payment to be received under the Contract, provided that the Contractor provides written notice of suchassignment to the Contracting Officer together with a written acknowledgement from the assignee that any suchpayments are subject to all of the terms and conditions of this Contract.

e.For the purposes of this Contract, the term "assign" shall include, but shall not be limited to, the sale, gift,assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the termshall not apply to the sale or other transfer of stock of a publicly traded company.

f . Any assignment consented to by the Contracting Officer shall be evidenced by a written assignment agreementexecuted by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the termsand conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned.

g. A change of name by the Contractor, following which the Contractor's federal identification number remainsunchanged, shall not be considered to be an assignment hereunder. The Contractor shall give the ContractingOfficer written notice of any such change of name.

V.33 CONTRACT-026.1 Other Contractors (Oct 2006)

The Commonwealth may undertake or award other contracts for additional or related work, and theContractor shall fully cooperate with other contractors and Commonwealth employees, and coordinate itswork with such additional work as may be required. The Contractor shall not commit or permit any actthat will interfere with the performance of work by any other contractor or by Commonwealth employees.This paragraph shall be included in the Contracts of all contractors with which this Contractor will berequired to cooperate. The Commonwealth shall equitably enforce this paragraph as to all contractors toprevent the imposition of unreasonable burdens on any contractor.

V.34 CONTRACT-027.1 Nondiscrimination/Sexual Harassment Clause (Oct 2006)

During the term of the Contract, the Contractor agrees as follows:

a. In the hiring of any employees for the manufacture of supplies, performance of work, or any other activityrequired under the Contract or any subcontract, the Contractor, subcontractor or any person acting on behalf ofthe Contractor or subcontractor shall not by reason of gender, race, creed, or color discriminate against anycitizen of this Commonwealth who is qualified and available to perform the work to which the employmentrelates.

b. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminateagainst or intimidate any employee involved in the manufacture of supplies, the performance of work or anyother activity required under the Contract on account of gender, race, creed, or color.

c. The Contractor and any subcontractors shall establish and maintain a written sexual harassment policy and shallinform their employees of the policy. The policy must contain a notice that sexual harassment will not betolerated and employees who practice it will be disciplined

d. The Contractor shall not discriminate by reason of gender, race, creed, or color against any subcontractor orsupplier who is qualified to perform the work to which the contract relates.

e. The Contractor and each subcontractor shall furnish all necessary employment documents and records to andpermit access to its books, records, and accounts by the contracting officer and the Department of GeneralServices' Bureau of Contract Administration and Business Development for purposes of investigation toascertain compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause. If the Contractoror any subcontractor does not possess documents or records reflecting the necessary information requested, itshall furnish such information on reporting forms supplied by the contracting officer or the Bureau of ContractAdministration and Business Development

f. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in everysubcontract so that such provisions will be binding upon each subcontractor.

g. The Commonwealth may cancel or terminate the Contract, and all money due or to become due under theContract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/SexualHarassment Clause. In addition, the agency may proceed with debarment or suspension and may place theContractor in the Contractor Responsibility File.

V.35 CONTRACT-028.1 Contractor Integrity Provisions (Oct 2006)

a. For purposes of this clause only, the words "confidential information," "consent," "contractor," "financialinterest," and "gratuity" shall have the following definitions.

1) Confidential information means information that is not public knowledge, or available to the public onrequest, disclosure of which would give an unfair, unethical, or illegal advantage to another desiring tocontract with the Commonwealth.

2) Consent means written permission signed by a duly authorized officer or employee of the Commonwealth,provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, orcontractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of thisagreement.

3) Contractor means the individual or entity that has entered into the Contract with the Commonwealth,including directors, officers, partners, managers, key employees and owners of more than a five percentinterest.

4) Financial interest means:

a) Ownership of more than a five percent interest in any business; or

b) Holding a position as an officer, director, trustee, partner, employee, or the like, or holding any position ofmanagement.

5) Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment,gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contractsof any kind.

b. The Contractor shall maintain the highest standards of integrity in the performance of the Contract and shall takeno action in violation of state or federal laws, regulations, or other requirements that govern contracting with theCommonwealth.

c. The Contractor shall not disclose to others any confidential information gained by virtue of the Contract.

d. The Contractor shall not, in connection with this or any other agreement with the Commonwealth, directly, orindirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision,opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any officer oremployee of the Commonwealth.

e. The Contractor shall not, in connection with this or any other agreement with the Commonwealth, directly orindirectly, offer, give, or agree or promise to give to anyone any gratuity for the benefit of or at the direction or

request of any officer or employee of the Commonwealth.

f. Except with the consent of the Commonwealth, neither the Contractor nor anyone in privity with him or her shallaccept or agree to accept from, or give or agree to give to, any person, any gratuity from any person inconnection with the performance of work under the Contract except as provided therein.

g. Except with the consent of the Commonwealth, the Contractor shall not have a financial interest in any othercontractor, subcontractor, or supplier providing services, labor, or material on this project.

h. The Contractor, upon being informed that any violation of these provisions has occurred or may occur, shallimmediately notify the Commonwealth in writing.

i. The Contractor, by execution of the Contract and by the submission of any bills or invoices for payment pursuantthereto, certifies, and represents that he or she has not violated any of these provisions.

j. The Contractor, upon the inquiry or request of the Inspector General of the Commonwealth or any of that official'sagents or representatives, shall provide, or if appropriate, make promptly available for inspection or copying, anyinformation of any type or form deemed relevant by the Inspector General to the Contractor's integrity orresponsibility, as those terms are defined by the Commonwealth's statutes, regulations, or managementdirectives. Such information may include, but shall not be limited to, the Contractor's business or financialrecords, documents or files of any type or form which refers to or concern the Contract. Such information shallbe retained by the Contractor for a period of three years beyond the termination of the Contract unless otherwiseprovided by law.

k. For violation of any of the above provisions, the Commonwealth may terminate this and any other agreement withthe Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of theseprovisions, claim damages for all expenses incurred in obtaining another Contractor to complete performancehereunder, and debar and suspend the Contractor from doing business with the Commonwealth. These rights andremedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. Theserights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, orotherwise.

V.36 CONTRACT-029.1 Contractor Responsibility Provisions (Oct 2006)

a. The Contractor certifies, for itself and all its subcontractors, that as of the date of its execution of thisBid/Contract, that neither the Contractor, nor any subcontractors, nor any suppliers are under suspension ordebarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractorcannot so certify, then it agrees to submit, along with its Bid, a written explanation of why such certificationcannot be made.

b. The Contractor also certifies, that as of the date of its execution of this Bid/Contract, it has no tax liabilities orother Commonwealth obligations.

c. The Contractor's obligations pursuant to these provisions are ongoing from and after the effective date of thecontract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform theCommonwealth if, at any time during the term of the Contract, it becomes delinquent in the payment of taxes, orother Commonwealth obligations, or if it or any of its subcontractors are suspended or debarred by theCommonwealth, the federal government, or any other state or governmental entity. Such notification shall bemade within 15 days of the date of suspension or debarment.

d. The failure of the Contractor to notify the Commonwealth of its suspension or debarment by the Commonwealth,any other state, or the federal government shall constitute an event of default of the Contract with theCommonwealth.

e. The Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by theOffice of State Inspector General for investigations of the Contractor's compliance with the terms of this or anyother agreement between the Contractor and the Commonwealth, which results in the suspension or debarmentof the Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, includingovertime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not beresponsible for investigative costs for investigations that do not result in the Contractor's suspension ordebarment.

f. The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by eithersearching the internet at http://www.dgs.state.pa.us/ or contacting the:

Department of General Services

Office of Chief Counsel

603 North Office Building

Harrisburg, PA 17125

Telephone No. (717) 783-6472

FAX No. (717) 787-9138

V.37 CONTRACT-030.1 Americans with Disabilities Act (Oct 2006)

a. Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28C.F.R. Section 35.101 et seq., the Contractor understands and agrees that it shall not cause any individual with adisability to be excluded from participation in this Contract or from activities provided for under this Contract onthe basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the"General Prohibitions Against Discrimination," 28 C.F.R. Section 35.130, and all other regulations promulgatedunder Title II of The Americans With Disabilities Act which are applicable to all benefits, services, programs,and activities provided by the Commonwealth of Pennsylvania through contracts with outside contractors.

b. The Contractor shall be responsible for and agrees to indemnify and hold harmless the Commonwealth ofPennsylvania from all losses, damages, expenses, claims, demands, suits, and actions brought by any partyagainst the Commonwealth of Pennsylvania as a result of the Contractor's failure to comply with the provisionsof Subparagraph a. above.

V.38 CONTRACT-032.1 Covenant Against Contingent Fees (Oct 2006)

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure theContract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, exceptbona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for thepurpose of securing business. For breach or violation of this warranty, the Commonwealth shall have the right toterminate the Contract without liability or in its discretion to deduct from the Contract price or consideration, orotherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

V.39 CONTRACT-033.1 Applicable Law (Oct 2006)

This Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania(without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to thejurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or defensethat such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, andconsents to service of process in any manner authorized by Pennsylvania law.

V.40 CONTRACT- 034.1b Integration (Nov 30 2006)

This Contract, including the Invitation for Bids, the Contractor's bid, all referenced documents, and any PurchaseOrder constitutes the entire agreement between the parties. No agent, representative, employee or officer of eitherthe Commonwealth or the Contractor has authority to make, or has made, any statement, agreement orrepresentation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add toor detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor anycustom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. Nomodifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unlessaccomplished by a written amendment signed by both parties.

V.41 CONTRACT-034.2b Order of Precedence - IFB (Dec 6 2006)

In the event there is a conflict among the documents comprising this Contract, the Commonwealth and theContractor agree on the following order of precedence: the Contract; the IFB; and the Contractor's Bid in Responseto the IFB.

V.42 CONTRACT-035.1b Changes (Oct 2006)

a. At any time during the performance of the Contract, the Commonwealth or the Contractor may request a changeto the Contract. Contractor will make reasonable efforts to investigate the impact of the change request on theprice, timetable, specifications, and other terms and conditions of the Contract. If the Commonwealth is therequestor of the change, the Contractor will inform the Commonwealth if there will be any charges for theContractor's services in investigating the change request prior to incurring such charges. If the Commonwealthand the Contractor agree on the results of the investigation and any necessary amendments to the Contract, theContract will be modified to take into account the agreed changes and the change will be implemented. If theparties cannot agree upon the results of the investigation or the necessary amendments to the Contract, thecontracting officer may unilaterally order the work to be done, and the matter will be handled in accordance withCONTRACT CONTROVERSIES clause of this Contract. The change request will be evidenced by a PurchaseOrder issued by the Commonwealth. No work may begin on the change request until the Contractor has receivedthe Purchase Order.

b. Changes outside the scope of this Contract shall be accomplished through the Commonwealth's normalprocurement procedures, and may result in an amended Contract or a new contract. No payment will be made forservices outside of the scope of the Contract for which no amendment has been executed, prior to the provisionof the services.

V.43 CONTRACT-036.1 Background Checks (Oct 2006)

a. The Contractor must, at its expense, arrange for a background check for each of its employees, as well as for theemployees of its subcontractors, who will have access to Commonwealth IT facilities, either through on site or

remote access. Background checks are to be conducted via the Request for Criminal Record Check form andprocedure found at http://www.psp.state.pa.us/psp/lib/psp/sp4-164.pdf . The background check must beconducted prior to initial access by an IT employee and annually thereafter.

b. Before the Commonwealth will permit a contract employee (IT Employee) access to Commonwealth facilities,the Contractor must provide written confirmation to the office designated by the agency that the backgroundcheck has been conducted. If, at any time, it is discovered that an IT Employee has a criminal record thatincludes a felony or misdemeanor involving terroristic threats, violence, use of a lethal weapon, or breach oftrust/fiduciary responsibility; or which raises concerns about building, system, orpersonal security, or isotherwise job-related, the Contractor shall not assign that employee to any Commonwealth facilities, shallremove any access privileges already given to the employee, and shall not permit that employee remote access toCommonwealth facilities or systems, unless the agency consents, in writing, prior to the access being provided.The agency may withhold its consent at its sole discretion. Failure of the Contractor to comply with the terms ofthis paragraph may result in default of theContractor under its contract with the Commonwealth.

c. The Commonwealth specifically reserves the right of the Commonwealth to conduct background checks over andabove that described herein.

V.44 CONTRACT-037.1a Confidentiality (Oct 2006)

a. The Contractor agrees to guard the confidentiality of the Commonwealth with the same diligence with which itguards its own proprietary information. If the Contractor needs to disclose all or part of project materials to thirdparties to assist in the work or service performed for the Commonwealth, it may do so only if such third partiessign agreements containing substantially the same provisions as contained in this Section. The Commonwealthagrees to protect the confidentiality of Contractor's confidential information. In order for information to bedeemed to be confidential, the party claiming confidentiality must designate the information as "confidential" insuch a way as to give notice to the other party. The parties agree that such confidential information shall not becopied, in whole or in part, except when essential for authorized use under this Contract. Each copy of suchconfidential information shall be marked by the party making the copy with all confidentiality notices appearingin the original. Upon termination or cancellation of this Contract or any license granted hereunder, the receivingparty will return to the disclosing party all copies of the confidential information in the receiving party'spossession, other than one copy, which may be maintained for archival purposes only. Both parties agree that amaterial breach of these requirements may, after failure to cure within the time frame specified in this Contract,and at the discretion of the non-breaching party, result in termination for default.

b. The obligations stated in this Section do not apply to information:

(1)already known to the recipient at the time of disclosure other than through the contractual relationship;

(2)independently generated by the recipient and not derived from the information supplied by the disclosingparty;

(3)known or available to the public, except where such knowledge or availability is the result of unauthorizeddisclosure by the recipient of the proprietary information;

(4)disclosed to the recipient without a similar restriction by a third party who has the right to make suchdisclosure; or

(5)required to be disclosed by the recipient by law, regulation, court order, or other legal process.

c. There shall be no restriction with respect to the use or disclosure of any ideas, concepts, know-how, or dataprocessing techniques developed alone or jointly with the Commonwealth in connection with services provided

to the Commonwealth under this Contract.

V.45 CONTRACT-037.1b Confidentiality (Oct 2006)

The Contractor agrees to protect the confidentiality of the Commonwealth's information. The Commonwealth agreesto protect the confidentiality of Contractor's confidential information. In order for information to be deemed to beconfidential, the party claiming confidentiality must designate the information as "confidential" in such a way as togive notice to the other party. The parties agree that such confidential information shall not be copied, in whole or inpart, except when essential for authorized use under this Contract. Each copy of such confidential information shallbe marked by the party making the copy with all notices appearing in the original. Upon termination or cancellationof this Contract or any license granted hereunder, the receiving party will return to the disclosing party all copies ofthe confidential information in the receiving party's possession, other than one copy, which may be maintained forarchival purposes only. Both parties agree that a material breach of these requirements may, after failure to curewithin the time frame specified in this Contract, and at the discretion of the non-breaching party, result intermination for default.

The obligations stated in this Section do not apply to information:

i. already known to the recipient at the time of disclosure;

ii. independently generated by the recipient and not derived from the information supplied by the isclosing party;

iii. known or available to the public, except where such knowledge or availability is the result of unauthorizeddisclosure by the recipient of the proprietary information;

iv. disclosed to the recipient without a similar restriction by a third party who has the right to make suchdisclosure; or

v. required to be disclosed by the recipient by law, regulation, court order, or other legal process.

V.46 CONTRACT-038.1 Limitation of Liability (Nov 30 2006)

a. Except to the extent that the required Contractor insurance coverage under the Insurance clause exceeds theContract value, the Contractor's liability to the Commonwealth under this Contract shall be limited to the valueof this Contract. This limitation will apply, except as otherwise stated in this Section, regardless of the form ofaction, whether in contract or in tort, including negligence. This limitation does not, however, apply to damagesfor:

(1) bodily injury;

(2) death;

(3) intentional injury;

(4) damage to real property or tangible personal property for which the Contractor is legally liable; or

(5) the Contractor's indemnity of the Commonwealth for patent, copyright, trade secret, or trademark protection.

b. In no event will the Contractor be liable for lost profits, lost revenue or lost savings. Except as set out in Virus;Malicious, Mischievous or Destructive Programming clause the Contractor will not be liable for damages due tolost records or data, unless otherwise specified in the RFP. Notwithstanding the foregoing, the Contractor shallprovide reasonable assistance to the Commonwealth in restoring such lost records or data to their most recentbackup copy.

V.47 CONTRACT-039.1 Virus; Malicious, Mischievous or Destructive Programming (Oct 2006)

a. Notwithstanding any other provision in this Contract to the contrary, the Contractor shall be liable for any damageto any data and/or software owned or licensed by the Commonwealth if the Contractor or any of its employees,subcontractors or consultants introduces a virus or malicious, mischievous or destructive programming into theCommonwealth's software or computer networks and has failed to comply with the Commonwealth softwaresecurity standards. The Commonwealth must demonstrate that the Contractor or any of its employees,subcontractors or consultants introduced the virus or malicious, mischievous or destructive programming. TheContractor's liability shall cease if the Commonwealth has not fully complied with its own software securitystandards.

b. The Contractor shall be liable for any damages incurred by the Commonwealth including, but not limited to, theexpenditure of Commonwealth funds to eliminate or remove a computer virus or malicious, mischievous ordestructive programming that result from the Contractor's failure to take proactive measures to keep virus ormalicious, mischievous or destructive programming from originating from the Contractor or any of itsemployees, subcontractors or consultants through appropriate firewalls and maintenance of anti-virus softwareand software security updates (such as operating systems security patches, etc.).

c. In the event of destruction or modification of software, the Contractor shall eliminate the virus, malicious,mischievous or destructive programming, restore the Commonwealth's software, and be liable to theCommonwealth for any resulting damages.

d. The Contractor shall be responsible for reviewing Commonwealth software security standards and complyingwith those standards.

e. The Commonwealth may, at any time, audit, by a means deemed appropriate by the Commonwealth, anycomputing devices being used by representatives of the Contractor to provide services to the Commonwealth forthe sole purpose of determining whether those devices have anti-virus software with current virus signature filesand the current minimum operating system patches or workarounds have been installed. Devices found to be outof compliance will immediately be disconnected and will not be permitted to connect or reconnect to theCommonwealth network until the proper installations have been made.

f. The Contractor may use the anti-virus software used by the Commonwealth to protect Contractor's computingdevices used in the course of providing services to the Commonwealth. It is understood that the Contractor maynot install the software on any computing device not being used to provide services to the Commonwealth, andthat all copies of the software will be removed from all devices upon termination of this Contract.

g. The Commonwealth will not be responsible for any damages to the Contractor's computers, data, software, etc.caused as a result of the installation of the Commonwealth's anti-virus software or monitoring software on theContractor's computers.

V.48 CONTRACT-051.1 Notice (Dec 2006)

Any written notice to any party under this Contract shall be deemed sufficient if delivered personally, or byfacsimile, telecopy, electronic or digital transmission (provided such delivery is confirmed), or by a recognizedovernight courier service (e.g., DHL, Federal Express, etc.) with confirmed receipt, or by certified or registeredUnited States mail, postage prepaid, return receipt requested, and sent to following:

a. If to the Contractor: the Contractor's address as recorded in the Commonwealth's Supplier Registration system.

b. If to the Commonwealth: the address of the Issuing Office as set forth on the Contract.

12/20/2007

Act 57

Supplier Number CONTRACTOR NAME/ADDRESS TELEPHONE NO. FAX NO. CONTACT PERSON

186464 Arch Wireless Metrocall Inc - USA Mobility 3392 Progress Drive Bensalem, PA 19020

215-639-0200 215-244-9651 Anthony Riccio anthony.riccio@usamobility.com

303814 Bell Industries Inc dba Skytel 8888 Keystone XING Indianapolis, IN 46240-4609

484-368-7833 484-624-4443 Mike Tolan mike.tolan@skytel.com

303902 Comsoft Corporation dba Aquis Communications 100 N Constitution Drive STE 2 Yorktown, VA 23692

757-590-2801 973-796-2165 Trina Saxon tsaxon@comservecorp.com

215506 OLCR Inc 20 East 5th Street Chester, PA 19013-4402

610-447-8991 610-447-8992 Tracy Bogans tbogans@olcr.com

121384 Schuylkill Mobile Fone Inc 210 W Market Street Pottsville, PA 17901-2919

570-628-5559 570-622-6666 Robert Green rcgreen@schmobile.com

Page 1 of 1

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Numeric Service Plan DescriptionLocal/Regional $1.75 Unlimited $0.00 29.00 Included IncludedNationwide $9.99 Unlimited $0.00 29.00 Included Included

Alpha/Numeric Plan DescriptionLocal/Regional $4.25 Unlimited $0.00 64.00 Included IncludedNationwide $12.99 Unlimited $0.00 64.00 Included Included

Options Description PricingActivation Fee $0.00Voicemail Basic $0.00Voicemail Standard $0.00Voicemail Deluxe $0.00Extended Coverage 1 Regional Numeric $0.00Extended Coverage 2 Regional Alpha $0.00Extended Coverage 3 Nationwide Numeric $0.00Extended Coverage 4Nationwide Alpha $0.00Group Paging 1 $14.99Group Paging 2 $14.99800 Service $0.00Payphone Access N/AAdditional Local Number N/A

Additional Options Description Pricing

Pager Replacement - Leased Equipment DeductibleNumeric (Leased Equipment) $29.00Alpha/Numeric (Leased Equipment) $64.00

Vendor InformationName: SkyTelVendor Number: 303814Contact Person: Mike TolanAddress: 1219 S. Sanatoga Rd Pottstown, PA 19465Phone Number: 484-368-7833Fax Number: 484-624-4443Federal ID Number: Email Address: mike.tolan@skytel.com

All Using Agency: Yes Type of Contract: Price List Contract Restriction Code: 0

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Numeric Service Plan DescriptionITEM 3 Numeric Paging, Premium- Schuylkill Mobile Fone full system coverage including blanket coverage of Pennsylvania - Custom Greeting- Numeric Retrieval- 20 character numeric pages- Unlimited number of pages - Government Priority Page Throughput- Loaner pager availability

$12.00 Unilimited ~

Motorola Bravo Pager

or Unication

NP88 Pager $39.95

Motorola Bravo Pager

or Unication

NP88 Pager $2.00

$1.00

Numeric Paging, Economy* - Zoned coverage- 20 character numeric pages- Unlimited number of pages- Standard Page Throughput- Loaner pager availability

$10.00 Unilimited ~

Motorola Bravo Pager

or Unication

NP88 Pager $39.95

Motorola Bravo Pager

or Unication

NP88 Pager $2.00

$1.00

Numeric Paging, Basic* - Localized coverage- 20-character numeric pages- Unlimited number of pages- Standard Page Throughput- Loaner pager availability

$5.00 Unilimited ~

Motorola Bravo Pager

or Unication

NP88 Pager $39.95

Motorola Bravo Pager

or Unication

NP88 Pager $2.00

$1.00

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Alpha/Numeric Plan Description

ITEM 4 Alphanumeric Paging, Premium- Schuylkill Mobile Fone full system coverage including blanket coverage of Pennsylvania- Custom Greeting- Numeric Retrieval- 250 character alphanumeric pages- 20 character numeric pages- 300 messages included, .15 /over- Government Priority Page Throughput- Web to pager messaging- Informational Services Delivery- Loaner pager availability- 24-hour Customer Care availability

$15.00 300 $0.15

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $99.95

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $5.00

$2.00

Alphanumeric Paging, Economy *- Zoned coverage- 250 character alphanumeric pages- 20 character numeric pages- 300 messages included, .15 /over- E-mail to pager messaging- Web to pager messaging- Information Services Delivery- Loaner pager availability

$12.00 300 $0.15

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $99.95

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $5.00

$2.00

Alphanumeric Paging, Basic*- Localized coverage- 250 character alphanumeric pages- 20 character numeric pages- 300 messages included- Unlimited number of pages- Government Priority Page Throughput- Loaner pager availability

$6.00 300 $0.15

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $99.95

Motorola Advisor Gold Pager

or Unication

Alpha Gold Pager $5.00

$2.00

Notes: Service costs may be billed either quarterly or annually. Detailed billing available, including quarterly or annual reports. This schedule reflects net pricing to the Commonwealth. Normal Activation fee of $20.00 is waived. Deactivations take effect at the end of the billing cycle in which Schuylkill Mobile Fone is notified in writing of the deactivations. Overcalls will be aggregated per account. *Plans indicated by ' * ' may not be available inall areas of the Commonwealth. Please contact Schuylkill Mobile Fone Customer Care for details and availability. Nationwide service is not provided on Schuylkill Mobile Fone frequencies.

Options Description PricingActivation Fee No ChargeVoicemail Basic 24-Hour Message Retention $5.00/monthVoicemail Standard 72-Hour Message Retention $5.00/monthVoicemail Deluxe 7-Day Message $5.00/monthExtended Coverage 1 Regional Numeric Included in Premium Numeric Services (see above) No ChargeExtended Coverage 2 Regional Alpha Included in Premium Alphanumeric Services (see above) No ChargeExtended Coverage 3 Nationwide Numeric Nationwide Numeric $22.95/monthExtended Coverage 4Nationwide Alpha Nationwide Alpha $54.95/monthGroup Paging 1 Numeric Group Call $20.00/monthGroup Paging 2 Alphanumeric Group Call $30.00/month800 Service 100 calls included $0.20/call over $5.00/monthPayphone Access Charge per "800" number call received from a pay phone $0.45/callAdditional Local Number $5.00/month

Additional Options Description PricingAutomatic Retrieval Local Number $5.00/month

Pager Replacement - Leased Equipment DeductibleNumeric (Leased Equipment) $39.95Alpha/Numeric (Leased Equipment) $99.95

Vendor InformationName: Schuylkill Mobile Fone, Inc.Vendor Number: 121384Contact Person: Robert C. GreenAddress: 210 West Market Street, Pottsville, PA 17901Phone Number: (570) 628-5559Fax Number: (570) 622-6666Federal ID Number: 23-1912831 Email Address: rcgreen@schmobile.com

All Using Agency: Yes Type of Contract: Price List Contract Restriction Code: 0

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Numeric Service Plan DescriptionLocal Numeric Paging $1.95 Unlimited N/A included in priceRegional Numeric Paging $3.95 Unlimited N/A included in priceNationwide Numeric Paging $9.95 Unlimited N/A included in price

Alpha/Numeric Plan DescriptionLocal Alpha/Numeric Paging $4.95 Unlimited N/A included in priceRegional Alpha/Numeric Paging $5.95 Unlimited N/A included in priceNationwide Alpha/Numeric Paging $16.95 Unlimited N/A included in price

Options Description PricingActivation Fee No Activation Fee $0.00Voicemail Basic Mailbox for 10 msgs with 12 hour retention and 30 second greeting $0.25Voicemail Standard Mailbox for 10 msgs with 24 hour retention and 45 second greeting $0.35Voicemail Deluxe Mailbox for 15 msgs with 72 hour retention and 60 second greeting $0.50Extended Coverage 1 Regional Numeric $3.95Extended Coverage 2 Regional AlphaExtended Coverage 3 Nationwide Numeric $9.95Extended Coverage 4Nationwide Alpha $16.95Group Paging 1 Goup paging first group number $0.25Group Paging 2 Group paging second group number $0.35800 Service Toll Free Number Access $4.00Payphone Access Allow users to accesss pager functions via payphone $2.00Additional Local Number Secondary local pager number $1.00

Additional Options Description Pricing2way Paging Service 25K Character Plan Send/receive messages, overcalls are $.0007/character $14.502way Paging Service Unlimited Plan Send/receive messages, unlimited messaging $20.50

Pager Replacement - Leased Equipment DeductibleNumeric (Leased Equipment) $25.00Alpha/Numeric (Leased Equipment) $45.00

Vendor InformationName: USA Mobility Vendor Number: Contact Person: Anthony RiccioAddress: 3392 Progress DrivePhone Number: 215-639-0200 X120Fax Number: 215-244-9651 Federal ID Number: 91-1199104Email Address: anthony.riccio@usamobility.com

All Using Agency: Yes Type of Contract: Price List Contract Restriction Code: 0

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Numeric Service Plan Description

Local - Numeric $2.17 unlimited N/A Sun Telecom $27 Sun Telecom $0.33 $0.25 ST-800

Alpha/Numeric Plan Description

Local - Alpha Numeric $5.22 unlimited N/A Sun Telecom $52 Sun Telecom $0.53 $0.25Titan III

Options Description PricingActivation Fee No Activation Fees $0.00Voicemail Basic 15 second message and greeting lengths 10 messages $1.00Voicemail Standard 30 second message and greeting lengths 10 messages $1.50Voicemail Deluxe 60 second message and greeting lengths 15 messages $2.00Extended Coverage 1 Regional Numeric Additional Charge for Regional Numeric Service $2.00Extended Coverage 2 Regional Alpha Additional Charge for Regional Alpha Numeric Service $4.00Extended Coverage 3 Nationwide Numeric Additional Charge for Nationwide Numeric Service $12.00Extended Coverage 4Nationwide Alpha Additional Charge for Nationwide Alpha Numeric Service $24.00Group Paging 1 Group Cap Burnt Into Pager $0.25Group Paging 2 2 Group caps Burnt Into Pager $0.50800 Service 800 # $5.00Payphone Access Depends on Usage $2.00Additional Local Number Additional Local Number $2.00

Additional Options Description Pricing

Pager Replacement - Leased Equipment DeductibleNumeric (Leased Equipment) $15.00Alpha/Numeric (Leased Equipment) $30.00

Vendor InformationName: Comsoft Corporation, dba Aquis CommunicationsVendor Number: 303902Contact Person: Trina SaxonAddress: 100 N. Constitution Drive, Suite 2Phone Number: (757) 890-2801 Fax Number: (757) 890-2691Federal ID Number: 54-182-5799Email Address: tsaxon@comservecorp.com

All Using Agency: Yes Type of Contract: Price List Contract Restriction Code: 0

One-Way Paging Service PlanPricing

Call Allotment Overcalls Equipment -

Purchase PricingEquipment - Lease

Pricing/MonthMaintenance

Pricing/Month

Numeric Service Plan Description Year -1Local Numeric $3.50 Unlimited $0.00 $29 - $43 See Options $2-$3 See Options $1.25One Region Numeric $4.00 Unlimited $0.00 $29 - $43 See Options $2-$3 See Options $1.25Nationwide Numeric $11.75 Unlimited $0.00 $29 - $43 See Options $2-$3 See Options $1.25

Numeric Service Plan Description Year -2 Contract (Pager included in Service Plan Pricing (SPP)Local Numeric $5.25 Unlimited $0.00 See Additional Options Included In Cost of SPP $1.25One Region Numeric $5.75 Unlimited $0.00 See Additional Options Included In Cost of SPP $1.25Nationwide Numeric $13.25 Unlimited $0.00 See Additional Options Included In Cost of SPP $1.25

Alpha/Numeric Plan DescriptionLocal Alpha $6.50 Unlimited $0.00 $43 - $60 See Options $3.75 $2.00Regional Alpha $7.00 Unlimited $0.00 $43 - $60 See Options $3.75 $2.00Nationwide Alpha $10.25 Unlimited $0.00 $43 - $60 See Options $3.75 $2.00Alpha/Numeric Plan Description Year -2 Contract (Pager included in Service Plan Pricing (SPP)Local Alpha $10.00 Unlimited $0.00 See Additional Options Included In Cost of SPP $2.00Regional Alpha $10.25 Unlimited $0.00 See Additional Options Included In Cost of SPP $2.00Nationwide Alpha $13.75 Unlimited $0.00 See Additional Options Included In Cost of SPP $2.00

Two-Way Paging/Messages Nationwide125 Messages $7.95 125 Messages $0.05 $40 -$165 (New & Refurb) See Additional Options $4.50500 Messages $10.95 500 Messages $0.04 $40 -$165 (New & Refurb) See Additional Options $4.501000 Messages $12.95 1000 Messages $0.04 $40 -$165 (New & Refurb) See Additional Options $4.503000 Messages $20.95 3000 Messages $0.04 $40 -$165 (New & Refurb) See Additional Options $4.506000 Messages $22.95 Unlimited $0.00 $40 -$165 (New & Refurb) See Additional Options $4.50

Options Description PricingActivation Fee One Time Cost - Waived for more than 10 activations at once $10.00Activation Fee (Two-Way) One Time Cost - Waived for more than 20 activations at once $15.00Voicemail Basic 10 Message, 30 Sec Message, 30 Greeting, 12 HR Retrival $0.50Voicemail Standard 10 Message, 45 Sec Message, 45 Greeting, 24 HR Retrival $1.00Voicemail Deluxe 15 Message, 60 Sec Message, 60 Greeting, 72 HR Retrival $3.00Voicemail Executive 30 Message, 180 Sec Message,120 Greeting, 135 HR Retrival $4.00

Extended Coverage 1 Regional Numeric $1.00Extended Coverage 2 Regional Alpha $1.00Extended Coverage 3 Nationwide Numeric n/aExtended Coverage 4Nationwide Alpha n/aGroup Paging 1 Call for PricingGroup Paging 2 Call for Pricing800 Service $5.00Payphone Access $2.00Additional Local Number Call for Pricing

Additional Options Description PricingRanger-Pager Equipment Lease $2.00ST800 - Pager Equipment Lease $2.00Sun Telecom AN1000 Equipment Lease $2.00BR 501 Equipment Lease $2.25BR 502 Equipment Lease $3.00Ranger-Pager Purchase Price $29.95ST800 - Pager Purchase Price $29.95Sun Telecom AN1000 Purchase Price $29.95BR 501 Purchase Price $32.95BR 502 Purchase Price $42.95Titan IV (Alpha Pager) Equipment Lease $3.00Motorola Advisor Elite ( Alpha Pager) Equipment Lease $3.75Titan IV (Alpha Pager) Purchase Price $42.95Motorola Advisor Elite ( Alpha Pager) Purchase Price $50.95Motorola PF1500 (Two-Way) Purchase Price ( Refurb) $40.00Motorola T900 ( Two-Way) Purchase Price ( Refurb) When Available $65.00Motorola P935 (Two-Way) Purchase Price ( Refurb) $155.00Unication M90 (Two-Way) Purchase Price (New) $165.00Motorola PF1500 (Two-Way) Lease $3.00Motorola T900 ( Two-Way) Lease $5.25Motorola P935 (Two-Way) Lease $12.25Unication M90 (Two-Way) Lease $13.25

Pager Replacement - Leased Equipment DeductibleNumeric (Leased Equipment) $25.00Alpha/Numeric (Leased Equipment) $25.00

Vendor InformationName: OLCR IncVendor Number: 215506Contact Person: Tracy BogansAddress: 20 East 5th Street; Chester PA 19013-4442Phone Number: 610-447-8991Fax Number: 610-447-8992Federal ID Number: 25-1815034Email Address: pagers@olcr.com

All Using Agency: Yes

Type of Contract: Price List Contract Restriction Code: 0

Pennsylvania

Nationwide One-Way Coverage

929.6625 MHz Because of the nature of radio transmission, strength of paging signal will vary depending upon your location. Maps may not be to scale. ©2007 USA Mobility

Contract Reference Number: 4400001126 (Parent) Collective Number: Change Number: 1 Change Effective Date : 3/20/2008

COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES

HARRISBURG For: All Using Agencies of the Commonwealth Subject: Wireless Paging Services Contract Period: Effective date of October 29, 2007 and Expiration date of August 8, 2009 Buyer Name: Sheryl Kimport 717-346-2670 CHANGE SUMMARY: Additional Hardware Schuykill Mobile Fone’s, contract #4400001127, is adding additional hardware only. Unication AlphaGold with On/Off Duty switch -Equipment purchase price $169.95 -Equipment lease price $5.00/month Unication Unimax pager amplifier -Equipment purchase price $99.95 -Equipment lease price $5.00/month ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT NOT CHANGED BY THIS CHANGE NOTICE REMAIN AS ORGINALLY WRITTEN.