HomeMy WebLinkAboutC2019-671 - 12/17/2019 - Approved EC America , Inc.
a subsidiary of =s immixGroup
General Services Administration
Federal Supply Service
Authori.ed Federal Supply Schedule Pricelist
GS-35F-0511T
Period Covered by Contract:June 27, 2007 through June 26, 2022.
Pricelist current through Modification # 3976, dated October 4, 2019.
On-line access to contract ordering information,terms and
G S A� Advantage!'
conditions,
ery up-to-dateeprlae,and
ro the optionSAto create an
®,
electronic delivery order are available through GSA Advantage!®,
a menu-drive database system. The INTERNET address GSA
WWW,gSac7dYd!)tdge,gOV Advantage(®is: GSAAdvantage.gov.
SCANNED
EC America, Inc.
a subsidiary of ( ImmixGroup
AUTHORIZED FEDERAL ACQUISTION SERVICE
INFORMATION TECHNOLOGY SCHEDULE Software maintenance as a product does NOT include the
PRICELIST GENERAL PURPOSE COMMERICAL creation,design,himplementation,mlaside ed s,etcftw eoa sofaint are
nan
package. These examples are considered software maintenance
INFORMATION TECHNOLOGY EQUIPMENT, as a service—which is categorized under a difference SIN(132-
SOFTWARE,AND SERVICE 34).
SIN 132-3 LEASING OF PRODUCT FSC Class 7030 Information Technology Software
FSC/PSC Class W070 Lease-Rent of ADP Eq&Supplies
FSC/PSC Class W058 NOTE: Offerors are encouraged to identify within their software
items any component interfaces that support open standard
SIN 132-8 PURCHASE OF NEW EQUIPMENT interoperability. An item's interfaces maybe identified as
interoperable on the basis of participation in a Government
FSC Class 7010 System Configuration agency-sponsored program or in an independent organization
• End User Computers/Desktop Computers program. Interfaces may be identified by reference to an
• Laptop/Portable/Notebook Computers interface registered in the component registry located at
• Servers hftp://www.core.gov.
• Optical and Imaging Systems
FSC Class 7025 Input/Output and Storage Devices SIN 132-33-PERPETUAL SOFTWARE LICENSES
• Printers
• Display Software maintenance as a product includes the publishing of
• Network Equipment bug/defect fixes via patches and updates/upgrades in function
• Other Communications Equipment and technology to maintain the operability and usability of the
• Storage Devices including Magnetic Storage,Magnetic software product. It may also include other no charge support
Tape Storage and Optical Storage that are included in the purchase price of the product in the
t and Storage Devices,Not commercial marketplace. No charge support includes items such
• Other Input/Output/Outppuied as user blogs,discussion forums,on-line help libraries and FAQs
EFSC Class 7035 ADP Support Equipment (Frequently Asked Questions),hosted chat rooms,and limited
telephone,email and/or web-based general technical support for
• ADP Support Equipment
FSC Class 7042...Mini and Micro Computer Control Devices user's self diagnostics_
• Microcomputer Control Devices Software maintenance as a product does NOT include the
FSC Class 5805 Telephone and Telegraph Equipment creation,design,implementation,integration,etc.of a software
• Telephone Equipment package. These examples are considered software maintenance
• Audio and Video Teleconferencing Equipment as a service.
FSC Class 5810 Communications Security
Equipment and Components FSC Class 7030 Information Technology Software
• Communications Security Equipment
FPDS Code N070 Other NOTE: Offerors are encouraged to identify within their software
• Installation items any component interfaces that support open standard
• Deinstallation interoperability. An item's interface maybe identified as
• Reinstallation interoperable on the basis of participation in a Government
agency-sponsored program or in an independent organization
NOTE: Installation must be incidental to,in conjunction with and program. Interfaces maybe identified by reference to an
in direct support of the products sold under SIN 132-8 of this interface registered in the component registry located at
contract and cannot be purchased separately. If the construction, http.//www.core.gov.
alteration or repair is segregable and exceeds$2,000,then the
requirements of the Davis-Bacon Act apply. In applying the SIN 132-34-MAINTENANCE OF SOFTWARE AS A
Davis-Bacon Act,ordering activities are required to incorporate SERVICE
wage rate determinations into orders,as applicable.
Software maintenance as a service creates,designs,
SIN 132 12 EQUIPMENT MAINTENANCE implements,and/or integrates customized changes to software
that solve one or more problems and is not included with the
FSC/PSC J070 Maintenance price of the software.Software maintenance as a service includes
FSC/PSC J058 Maintenance and Repair of person-to-person communications regardless of the medium
Communication Equipment used to communicate:telephone support,on-line technical
support,customized support,and/or technical expertise which are
SIN 132-32-TERM SOFTWARE LICENSES charged commercially.
Software maintenance as a product includes the publishing of Software maintenance as a service is billed arrears in
bug/defect fixes via patches and updates/upgrades in function accordance with 31 U.S.C.3324.
and technology to maintain the operability and usability of the
software product. It may also include other no charge support SIN 132-40—CLOUD COMPUTING SERVICES
that is included in the purchase price of the product in the
commercial marketplace. No charge support includes items such Includes commercially available cloud computing services such
as user blogs,discussion forums,on-line help libraries and FAQs as Infrastructure as a Service(laaS),Platform as a Service
(Frequently Asked Questions),hosted chat rooms,and limited (PaaS),and Software as a Service(SaaS)and emerging cloud
telephone,email and/or web-based general technical support for services. The new Cloud SIN is open to all deployment models
user's self diagnostics. (private,public,community or hybrid).
GS-35F-0511T https://www.immixqroup.com/contract-vehicles/qsa/it-70/0511T/ _ R Page 1
EC America, Inc.
a subsidiary of CO immixGraup
TABLE OF CONTENTS
FSC/PSC Class D305 IT AND TELECOM-TELEPROCESSING,
TIMESHARE,AND CLOUD COMPUTING CUSTOMER INFORMATION 3
• Cloud Computing Services
TERMS AND CONDITIONS APPLICABLE TO LEASING OF
SIN 132-44—CONTINUOUS DIAGNOSTICS AND GENERAL PURPOSE COMMERCIAL INFORMATION
MITIGATION(CDM)TOOLS TECHNOLOGY PRODUCTS(SPECIAL ITEM NUMBER 132-3)5
Includes Continuous Diagnostics and Mitigation(CDM)Approved TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
Products List(APL)hardware and software products/tools and GENERAL PURPOSE COMMERCIAL INFORMATION
associated services.The full complement of CDM subcategories TECHNOLOGY NEW EQUIPMENT(SPECIAL ITEM NUMBER
includes tools,associated maintenance,and other related 132-8) 10
activities such as training. TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE,
REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR
SIN 132-50-TRAINING COURSES(FPDS Code U012) GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT,
SIN 132-51-IT PROFESSIONAL SERVICES RADIO/TELEPHONE EQUIPMENT,(AFTER EXPIRATION OF
FPDS Code D399 Other Information Technology Services, GUARANTEEANARRANTY PROVISIONS AND/OR WHEN
Not Elsewhere Classified REQUIRED SERVICE IS NOT COVERED BY
GUARANTEE/WARRANTY PROVISIONS)AND FOR LEASED
EQUIPMENT(SPECIAL ITEM NUMBER 132-12) 12
Note 1: All non-professional labor categories must be incidental
to and used solely to support hardware,software and/or TERMS AND CONDITIONS APPLICABLE TO TERM
professional services,and cannot be purchased separately. SOFTWARE LICENSES(SPECIAL ITEM NUMBER 132-32),
PERPETUAL SOFTWARE LICENSES(SPECIAL ITEM
Note 2: Offerors and Agencies are advised that the Group 70— NUMBER 132-33)AND MAINTENANCE AS A SERVICE
Information Technology Schedule is not to be used as a means (SPECIAL ITEM NUMBER 132-34)OF GENERAL PURPOSE
to procure services which properly fall under the Brooks Act. COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE.14
These services include,but are not limited to,architectural, TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
engineering,mapping,cartographic production,remote sensing, CLOUD COMPUTING SERVICES(SPECIAL ITEM NUMBER
geographic information systems,and related services. FAR 36.6 132-40) 18
distinguishes between mapping services of an NE nature and
mapping services which are not connected nor incidental to the TERMS AND CONDITIONS APPLICABLE TO CONTINUOUS
traditionally accepted NE Services. DIAGNOSTICS AND MITIGATION(CDM)TOOLS SIN 132-44 26
Note 3: This solicitation is not intended to solicit for the TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
reselling of IT Professional Services,except for the provision of TRAINING COURSES FOR GENERAL PURPOSE
implementation,maintenance,integration,or training services in COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT
direct support of a product. Under such circumstances the AND SOFTWARE(SPECIAL ITEM NUMBER 132-50) 30
services must be performance by the publisher or manufacturer TERMS AND CONDITIONS APPLICABLE TO INFORMATION
or one of their authorized agents. TECHNOLOGY(IT)PROFESSIONAL SERVICES(SPECIAL
ITEM NUMBER 132-51) 31
SIN 132-52-ELECTRONIC COMMERCE(EC)SERVICES TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC
FPDS Code D304 Value Added Network Services(VANs) COMMERCE(EC)(SPECIAL ITEM NUMBER 132-52) 34
CONTRACTOR USA COMMITMENT TO PROMOTE SMALL BUSINESS
PARTICIPATION PROCUREMENT PROGRAMS 36
Contract Number:
GS-35F-0511T SUGGESTED FORMATS FOR BLANKET PURCHASE
AGREEMENTS 36
Period Covered by Contract:
June 27,2007 through June 26,2022 BASIC GUIDELINES FOR USING "CONTRACTOR TEAM
ARRANGEMENTS" 37
Pricelist current through Modification#3976, ATTACHMENT A-CONTRACTOR SUPPLEMENTAL
dated October 04.2019. PRICELIST INFORMATION AND TERMS 38
EC America,Inc.
8444 Westpark Drive,Suite 200
McLean,VA 22102
Phone:703.752-0610
Email:
ECA Contracts(a.immixoroup.com
Website:
https://www.immixeroup.com/contract-vehidesiesa/it-70/0511T/
Business Size:
Other than Small Business
GS-35F-0511T -_ _ _ https://www.immixoroup.com/contract-vehicles/qsa/it-70/0511T/ _ T Page 2
EC America, Inc.
a subsidiary of ( Immo(Group
CUSTOMER INFORMATION For a current list of all Authorized Service and Distribution
points by Manufacturer,go to:
1a. Table of awarded Special Item Numbers(SINS):
http://www.immixoroup.com/contract-vehicleshasa/it-
la.
SIN Description 6. Discount from List Prices:
132-3 Leasing of Product Prices shown herein are Net(discounts deducted)
132-8 Purchase of New Equipment
132-12 Maintenance of Equipment,Repair Service,and 7. Quantity Discount:
Repair Parts/Spare Parts None unless otherwise specified in the pricelist.
132-32 Term Software Licenses
132-33 Perpetual Software Licenses 8. Prompt Payment Terms:
132-34 Maintenance of Software,as a Service 0%-Net 30 days from receipt of invoice or date of
132-44 Continuous Diagnostics and Mitigation(CDM) acceptance,whichever is later.
Tools
132-50 Training Courses 9a. Government purchase cards are accepted at or below
132-51 IT Professional Services the micro-purchase threshold.
132-52 Electronic Commerce(EC)Services
70-500 Order Level Materials(OLM) 9b. Government purchase cards are accepted above the
micro-purchase threshold.
lb. Lowest Priced Model Number and Price for Each SIN:
10. Foreign items:
SIN Part Number GSA Catalog Country of Origin is identified in the Schedule Contract
Price Pricelist.
132-8 SMA-WMGT-1Y-S12 $0.22
132-12 SWS-AD-RFDV-001-10-1-BNS $0.33 11a.Time of Delivery:
132-32 DEV-B2C000-S $0.14 The Contractor shall deliver to destination within thirty(30)
132-33 162382 $0.01 calendar days after receipt of order(ARO),unless set forth
132-34 RW1-GOLD-7400-0013-010 $0.08 otherwise on the Schedule Contract Pricelist to this
132-44 CPOS-ASG-S200-Y1-CDM $0.00 schedule pricelist appended hereto and incorporated herein.
132-50 AFS133 $88.14
132-51 System Analyst II $196.47 11 b.Expedited Delivery:
132-52 BW0001A-W1 $0.95 Quicker delivery times than those set forth in the Schedule
Contract Pricelist are available from the Contractor based on
specific Terms and Conditions as well as the the availability of product inventory. Improved delivery times
lc. See SIN
terms Attachment A. in the number of days after receipt of an order(ARO)if
inavailable,are as negotiated between the ordering activity
and the Contractor or its Authorized Government Resellers.
2. Maximum Order:
11c.Overnight and 2-Day Delivery:
The Maximum Order value for the following Special Item Unless otherwise specified by Manufacturer in the Schedule
Numbers(SINS)is$500,000: Contract Pricelist,when ordering activities require overnight
• Special Item Number 132-3-Leasing of Product or 2-day delivery,ordering activities are encouraged to
• Special Item Number 132-8-Purchase of Equipment contact the Contractor for the purpose of obtaining
• Special Item Number 132-12-Equipment Maintenance accelerated delivery. Overnight and 2-day delivery times are
• Special Item Number 132-32-Term Software Licenses subject to the availability of product inventory.
• Special Item Number 132-33-Perpetual Software
Licenses 11d.Urgent Requirements:
• Special Item Number 132-34-Maintenance of When the Federal Supply Schedule contract delivery period
Software as a Service does not meet the bona tide urgent delivery requirements of
• Special Item Number 132-40—Cloud Computing an ordering activity,ordering activities are encouraged,if
Services time permits,to contact the Contractor for the purpose of
• Special Item Number 132-44—Continuous Diagnostics obtaining accelerated delivery. The Contractor shall reply to
and Mitigation(CDM)Tools the inquiry within 3 workdays after receipt. (Telephonic
• Special Item Number 132-51-IT Professional Services replies shall be confirmed by the Contractor in writing.) If
• Special Item Number 132-52-Electronic Commerce the Contractor offers an accelerated delivery time
(EC)Services acceptable to the Ordering Activity,any order(s)placed
pursuant to the agreed upon accelerated delivery time frame
The Maximum Order value for the following Special Item shall be delivered within this shorter delivery time and in
Numbers(SINS)is$25,000: accordance with all other terms and conditions of the
• Special Item Number 132-50-Training Courses contract.
3. Minimum Order: $100.00 12. F.O.B.Point(s): Destination
4. Geographic coverage(delivery area): 13a.Ordering address(es):
Domestic and overseas delivery EC America,Inc.
8444 Westpark Drive,Suite 200
5. Point(s)of production: McLean,VA 22102
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/qsa/it-70/0511T/ Page 3
EC America, Inc.
a subsidiary of ( ImmiXGroup
Or 25. DUNS Number: 017573259
See Authorized Dealers Listing by Manufacturer for Ordering 26. Notification regarding registration in CCR database:
Address and Contact Information at Registration valid.
http://www.immixgrouo.com/contract-vehicles/gsa/it-
70/0511T/ 27. Integration:
The Non-Disclosure provisions set forth in Section 9b.(7),
13b.Ordering procedures: For supplies and services,the order the IP Infringement provisions set forth in Section 9b.(9)and
procedures,information on Blanket Purchase Agreements the Limitation of Liability provisions set forth in Section 3c.of
(BPA's)are found in Federal Acquisition Regulation(FAR) the Terms and Conditions Applicable to Term Software
8.405-3. Licenses(Special Item Number 132-32),Perpetual Software
Licenses(Special Item Number 132-33)and Maintenance
14. Payment address(es): as a Service(Special Item Number 132-34)of General
EC America,Inc. Purpose Commercial Information Technology Software are
8444 Westpark Drive,Suite 200 hereby incorporated into and made a part of the terms
McLean,VA 22102 applicable to all SINs.
Or 28. Glossary of Definitions:
See Authorized Dealers Listing by Manufacturer for a. "Contractor"means EC America,Inc.
Payment Address and Contact Information at
http:l/vvww.immixoroup.com/contract-vehicles/gsa/it- b. "Contractor and its affiliates"and"Contractor or its
70/0511T/ affiliates"refers to the Contractor,its chief executives,
directors,officers,subsidiaries,affiliates,
15. Warranty provision: subcontractors at any tier,and consultants and any
Warranty is addressed in the SIN specific terms that follow joint venture involving the Contractor,any entity into or
as well as the terms in Attachment A. with which the Contractor subsequently merges or
affiliates,or any other successor or assignee of the
16. Export packing charges,if applicable: Contractor.
Not Applicable
c. "Manufacturer"shall mean a manufacturer,supplier
17. Terms and conditions of Government purchase card or producer of Equipment(as defined below)or a
acceptance: None publisher or developer of Software or related Training
Materials(as defined below)provided to Contractor
18. Terms and conditions of rental,maintenance,and through a letter of supply to be licensed or sold to
repair: See SIN specific Terms and Conditions as well as Ordering Activities under this contract.
the terms in Attachment A.
d. "Ordering Activity"shall mean,1)any entity
19. Terms and conditions of installation: See SIN specific authorized to use GSA sources of supply and services
Terms and Conditions as well as the terms in Attachment A. as set forth in GSA Directive OGP 4800.21 or such later
issued version,and 2)any entity acting on behalf of an
20. Terms and conditions of repair parts indicating date of Ordering Activity pursuant to a properly issued letter of
parts price lists and any discounts from list prices(if authorization per Section 24 above—"Prime Contractor
available): Not Applicable Ordering from Federal Supply Schedules"under
Information for Ordering Activities applicable to All
21. List of service and distribution points(if applicable): Special Item Numbers.
For a current list of all Authorized Service and Distribution
points by Manufacturer,go to: 29. Responsibilities of Contractor:
http://www.immixgroup.com/contract-vehicles/qsa/it- The parties understand and agree that Contractor acts as a
70/0511T/ reseller of all Equipment,Software,Documentation,and
services offered under this contract. With regard to
22. List of Participating dealers(if applicable): Equipment,Software,and Documentation,Contractor
See Authorized Dealers Listing by Manufacturer at represents that it has the requisite right and authority under
hltp://www.immixoroup.com/contract-vehicles/qsa/it- its reseller agreements with the Manufacturers to offer the
70/0511T/ products and grant the rights specified in this contract,and
Manufacturers shall have no privity of contract with an
23. Preventive maintenance(if applicable): See SIN specific Ordering Activity hereunder. With regard to services,while
Terms and Conditions as well as the terms in Attachment A. some or all of the services ordered hereunder may be
physically performed by Manufacturer,Service Provider,or
24a.Special attributes such as environmental attributes(e.g. other third-party personnel(as is specified under applicable
recycled content,energy efficiency,and/or reduced SINS)acting under a subcontract or similar arrangement
pollutants): Not Applicable with Contractor,and while the scope and price of such
services are defined by the applicable provider's policies
24b.Section 508 Compliance for EIT: If applicable,Section (such as Maintenance Services Policies,Electronic
508 compliance information on the supplies and services Commerce Service Policies,or Wireless Services plans),
offered in this contract will be supplied by Contractor or Contractor remains solely responsible to the Ordering
Manufacturer(see definition below)upon request via email Activity for all such performance.
at the following address:ECA Contracts( ..immixgroup.com
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/qsa/it-70/0511T/ _ � � Page 4
EC America, Inc.
a subsidiary of 0 ImmixGroup
TERMS AND CONDITIONS APPLICABLE TO prior to the planned expiration date or
LEASING OF GENERAL PURPOSE COMMERCIAL unless the Ordering Activity exercises
12-
INFORMATION TECHNOLOGY PRODUCTS its right to terminate under
thunder FAR not be
4. Orders under the lease shall not be
(SPECIAL ITEM NUMBER 132-3) deemed to obligate succeeding fiscal
year's funds or to otherwise commit the
1. GLOSSARY OF DEFINITIONS Ordering Activity to a renewal.
a. "Documentation" shall mean Manufacturer's then current 2.All orders for leasing shall automatically
help guides, specifications and operating manuals issued by terminate on September 30,unless the
Manufacturer and made generally available by Manufacturer for Ordering Activity notifies the Contractor
its (software or hardware) Products whether on-line or in hard in writing thirty(30)calendar days prior
copy. to the expiration of such orders of the
b. "Products"shall mean the computer hardware or software Ordering Activity's intent to renew.
identified on the Schedule Contract Pricelist to this schedule Such notice to renew shall not bind the
pricelist. Ordering Activity. The Ordering Activity
c. "Termination Ceiling"is the limit on the amount that a has the option to renew each year at the
original rate in effect at the time the
Contractor may be paid by the Ordering Activity on the order is placed. This rate applies for the
Termination for Convenience of a lease. duration of the order. If the Ordering
Activity exercises its option to renew,
2. LEASE TYPES the renewal order,shall be issued within
The Ordering Activity will consider proposals for the following 15 days after funds become available
lease types: for obligation by the Ordering Activity,or
as specified in the initial order. No
a. Lease to Ownership, termination fees shall apply if the
b. Lease with Option to Own,and Ordering Activity does not exercise an
c. Step Lease. option.
Orders for leased Products must specify the leasing type. ii. Crossing Fiscal Years Within Contract Period.
Where an Ordering Activity has specific authority
3. OPTION 1 to cross fiscal years with annual appropriations,
the Ordering Activity may place an order under
a. STATEMENT this option to lease Product for a period up to the
expiration of its period of appropriation availability,
i. It is understood by all parties to this contract that or twelve months,whichever occurs later,
orders issued under this SIN shall constitute a notwithstanding the intervening fiscal years.
lease arrangement. Unless the Ordering Activity
intends to obligate other than annual c. DISCONTINUANCE AND TERMINATION
appropriations to fund the lease,the base period
of the lease is from the date of the Product Notwithstanding any other provision relating to this SIN,the
acceptance through September 30 of the fiscal Ordering Activity may terminate Products leased under this
year in which the order is placed. agreement,at any time during a fiscal year in accordance with
the termination provisions contained in FAR 52.212-4.(I)
ii. Agencies are advised to follow the guidance Termination for the Ordering Activity's convenience,or(m)
provided in Federal Acquisition Regulation(FAR) Termination for cause. Additionally,no termination for cost or
Subpart 7.4 Product Lease or Purchase and OMB fees shall be charged for non-renewal of an option.
Circular A-11. Agencies are responsible for the
obligation of funding consistent with all applicable 4. OPTION 2
legal principles when entering into any lease
arrangement. To the extent an Offeror wishes to propose alternative lease
terms and conditions that provide for lower discounts/prices
b. FUNDING AND PERIODS OF LEASING ARRANGEMENTS based on the Ordering Activity's stated intent to fulfill the
projected term of a lease including option years,while at the
i. Annual Funding. When annually appropriated same time including separate charges for early end of the lease,
funds are cited on an order for leasing,the the following terms apply.These terms address the timing and
following applies: extent of the Ordering Activity's financial obligation including any
potential charges for early end of the lease.
1.The base period of an order for any
lease executed by the Ordering Activity a. LEASING PRICE LIST NOTICE:
shall be for the duration of the fiscal
year. All Ordering Activity renewal Contractors must include the following notice in their contract
options under the lease shall be price list for SIN 132-3:
specified in the delivery order. All
orders for leasing shall remain in effect "The ordering activity is responsible for the obligation of funds
through September 30 of the fiscal year consistent with applicable law. Agencies are advised to review
or the planned expiration date of the the lease terms and conditions contained in this price list prior to
lease,whichever is earlier,unless the ordering and obligating funding for a lease."
Ordering Activity exercises its rights
hereunder to acquire title to the Product
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/qsa/it-70/0511T/��vv�_Y Page 5
EC America, Inc.
a subsidiary of (v ImmIXG,oup
b. STATEMENT OF ORDERING ACTIVITY INTENT: iv. The total Lease Term will be specified in each
delivery order,including any relevant renewal
The Ordering Activity and the Contractor options of the Ordering Activity. All delivery
understand that a delivery order issued pursuant orders,whether for the initial base period or
to this SIN is a lease arrangement and renewal period,shall remain in effect through
contemplates the use of the Product for the term September 30 of the fiscal year(unless extended
of the lease specified in such delivery order(the by statute),through any earlier expiration date
"Lease Term"). In that regard,the Ordering specified in the delivery order,or until the Ordering
Activity,as lessee,understands that the lease Activity exercises its rights hereunder to acquire
provisions contained herein and the rate title to the Product prior to such expiration date.
established for the delivery order are premised on The Ordering Activity,at its discretion,may
the Ordering Activity's intent to fulfill that exercise each option to extend the term of the
agreement,including acquiring products for the lease through the lease term. Renewal delivery
period of time specified in the order. Each lease orders shall not be issued for less than all of the
hereunder shall be initiated by a delivery order, Product(s)set forth in the original delivery order.
which shall,either through a statement of work or Delivery orders under this SIN shall not be
other attachment,specify the Product being deemed to obligate succeeding fiscal year funds.
leased,and the required terms of the transaction. The Ordering Activity shall provide the Contractor
with written notice of exercise of each renewal
ii. Each Ordering Activity placing a delivery order option as soon as practicable. Notice
under the terms of this option intends to exercise requirements may be negotiated on an order-by-
each renewal option and to extend the lease until order basis.
completion of the Lease Term so long as the need
of the Ordering Activity for the Product or v. Where an Ordering Activity's specific
functionally similar Product continues to exist and appropriation or procurement authority provides
funds are appropriated. Contractor may request for contracting beyond the fiscal year period,the
information from the Ordering Activity concerning Ordering Activity may place a delivery order for a
the essential use of the Products. period up to the expiration of the Lease Term,or
to the expiration of the period of availability of the
c. LEASE TERM: multi-year appropriation,or whatever is
appropriate under the applicable circumstance.
The date on which the Ordering Activity accepts
the Products is the Commencement Date of the d. LEASE TERMINATION:
lease.
i. The Ordering Activity must elect the Lease Term
ii. The Contractor shall only deliver those items of the relevant delivery order. The Contractor
ordered that substantially conform to the (and assignee,if any)will rely on the Ordering
requirements of this contract and the applicable Activity's representation of its intent to fulfill the full
Documentation. Therefore,Products delivered Lease Term to determine the monthly lease
shall be deemed accepted upon delivery to payments calculated herein.
Ordering Activity's designated receiving facility.
The Ordering Activity reserves the right to inspect 1.The Ordering Activity may terminate or
or test any Product that has been delivered. The not renew leases under this option at no
Ordering Activity may require repair or cost,pursuant to a Termination for Non-
replacement of nonconforming Products at no Appropriation as defined herein(see
increase in contract price. The Ordering Activity paragraph iii below). In any other event,
must exercise its post-acceptance rights(1)within the Ordering Activity's contracting
the applicable warranty period:and(2)before any officer may either terminate the relevant
substantial change occurs in the condition of the delivery order for cause or Termination
Product,unless the change is due to the defect in for Convenience in accordance with
the Product. FAR 52.212-4 paragraphs(I)and(m).
iii. Any lease is executed by the Ordering Activity on 2.The Termination for Convenience at the
the basis that the known requirement for such end of a fiscal year allows for separate
Product exceeds the initial base period of the charges for the early end of the lease
delivery order,which is typically 12 months,or for (see paragraph iv below). In the event
the remainder of the fiscal year. Pursuant to FAR of termination for the convenience of the
32.703-3(b),delivery orders with options to renew Ordering Activity,the Ordering Activity
that are funded by annual(fiscal year) may be liable only up to the amount
appropriations may provide for initial base periods beyond the order's Termination Ceiling.
and option periods that cross fiscal years as long Any termination charges calculated
as the initial base period or each option period under the Termination for Convenience
does not exceed a 12-month period. Defense clause must be determined or identified
agencies must also consider DOD FAR in the delivery order or in the lease
supplement(DFAR)232.703-3(b)in determining agreement.
whether to use cross fiscal year funding.This
cross fiscal year authority does not apply to multi- ii. Termination for Convenience of the Ordering
year leases. Activity: Leases entered into under this option
may not be terminated except by the Ordering
GS-35F-0511T https://www.immixgroup.com/contract-vehicleskisa/it-70/0511T/ Page 6
EC America, Inc.
a subsidiary of CO ImmiCGroup
Activity's contracting office responsible for the (vi)Source and type of appropriations to be used.
delivery order in accordance with FAR 52.212-4,
Contract Terms and Conditions-Commercial b. The Contractor will respond with:
Items,paragraph(I), Termination for Convenience (i)Whether the Contractor can provide the required Product.
of the Ordering Activity. The costs charged to the (ii)The estimated residual value of the Product(Lease with
Ordering Activity as the result of any Termination Option to Own and Step Lease only).
for Convenience of the Ordering Activity must be (iii)The monthly payment based on the rate.
reasonable and may not exceed the sum of the (iv)The estimated cost,if any,of applicable State or local
fiscal year's payment obligations less payments taxes. State and local personal property taxes are to be
made up to the date of termination plus the estimated as separate line items in accordance with FAR
Termination Ceiling. 52.229-1,which may be identified and added to the monthly
lease payment.
iii. Termination for Non-Appropriation: The Ordering (v)A confirmation of the availability of the Product on the
Activity reasonably believes that the bona fide required delivery date.
need will exist for the entire Lease Term and (vi)Extent of warranty coverage,if any,of the leased
corresponding funds in an amount sufficient to Products.
make all payment for the Lease Term will be (vii)The length of time the quote is valid.
available to the Ordering Activity. Therefore,it is
unlikely that leases entered into under this option c. The Ordering Activity may issue a delivery order to the
will terminate prior to the full Lease Term. Contractor based on the information set forth in the
Nevertheless,the Ordering Activity's contracting Contractor's quote. In the event that the Ordering Activity
officer may terminate or not renew leases at the does not issue a delivery order within the validity period
end of any initial base period or option period stated in the Contractor's quote letter,the quote shall expire.
under this paragraph if(a)it no longer has a bona
fide need for the Product or functionally similar 2. ASSIGNMENT OF CLAIMS:
Product;or(b)there is a continuing need,but
adequate funds have not been made available to GSAR 552.232-23,Assignment of Claims,is incorporated herein
the Ordering Activity in an amount sufficient to by reference as part of these lease provisions. The Ordering
continue to make the lease payments. If this Activity's contracting officer will acknowledge the assignment of
occurs,the Ordering Activity will promptly notify claim for a lease in accordance with FAR 32.804-5. The extent of
the Contractor,and the Product lease will be the assignee's protection is in accordance with FAR 32.804. Any
terminated at the end of the last fiscal year for setoff provision must be in accordance with FAR 32.803.
which funds were appropriated. Substantiation to
support a termination for non-appropriation shall 3. PEACEFUL POSSESSION AND UNRESTRICTED USE:
be provided to the Contractor upon request.
iv. Termination Charges: At the initiation of the In recognition of the types of Products available for lease and the
lease,Termination Charges:
nagreed upon potential adverse impact to the Ordering Activity's mission,the
between Contractorinationand Ceilings willl be agreed
foreachOrdering Activity's quiet and peaceful possession and
year of the Term. r Ordering
Activityt be accepted cunrestricted use of the Product shall not be disturbed in the event
for future costs:Leasea:a Term.No claim
willmaintenance, the Product is sold by the Contractor,or in the event of
charges or interest expense beyond the date usageof bankruptcy of the Contractor,corporate dissolution of the
termination.In accordance with the bona fide Contractor,or other event. The Product shall remain in the
needs rule,all termination charges must possession of the Ordering Activity until the expiration of the
reasonably the value the Ordering lease. Any assignment,sale,bankruptcy,or other transfer of the
received representon the work performed leased Product by the Contractor will not relieve the Contractor of
Activitypov the shorter flor thase term. Terminationnfor its obligations to the Ordering Activity,and will not change the
Convenienceunhcosts will be associatedowith the Ordering Activity's duties or increase the burdens or risks
imposed on the Ordering Activity.
expiration of the lease term.
v. At the order level,the Ordering Activity may, 4. COMMENCEMENT OF LEASE:
consistent with legal principles,negotiate lower The date on which the Ordering Activity accepts the products is
monthly payments or rates based upon the Commencement Date of the lease. Acceptance is as defined
appropriate changes to the termination conditions as set forth in Section 4c(ii)above,or as further specified in an
in this section.
order.
LEASE PROVISIONS COMMON TO ALL TYPES OF 5. INSTALLATION AND MAINTENANCE:
LEASE AGREEMENTS
a. Installation and Maintenance,when applicable,normally are
1. ORDERING PROCEDURES: not included in the charge for leasing. The Contractor may
require the Ordering Activity to obtain installation and
a. When an Ordering Activity expresses an interest in leasing a maintenance services from a qualified source.The Ordering
Product(s),the Ordering Activity will provide the following Activity may obtain installation and/or maintenance on the
information to the prospective Contractor: open market,from the Contractor's schedule contract,or
(i)Which Product(s)is(are)required. from other sources.The Ordering Activity may also perform
(ii)The required delivery date. installation and/or maintenance in house,if qualified
(iii)The proposed lease plan and term of the lease. resources exist. In any event,it is the responsibility of the
(iv)Where the Product will be located. Ordering Activity to ensure that maintenance is in effect for
(v)Description of the intended use of the Product. the Lease term for all Products leased.
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EC America, Inc.
a subsidiary of (y ImmixGroup
(i)to purchase the Product for the residual value of the
b. When installation and/or maintenance are ordered under this Product,or
schedule to be performed by the Contractor,the payments, (ii)to extend the term of the Lease,as mutually agreed. To
terms and conditions as stated in this contract apply. The compute the lease payment,the residual value from the
rates and terms and conditions in effect at the time the order preceding lease shall be the initial value of the leased
is issued shall apply during any subsequent renewal period Product. A new residual value shall be negotiated for the
of the lease. The maintenance rates and terms and extended lease and new lease payments shall be computed.
conditions may be added to the lease payments with mutual
agreement of the parties. b. Relocation-The Ordering Activity may relocate Products to
another location within the Ordering Activity's facilities with
6. MONTHLY PAYMENTS: prior written notice. No other transfer,including sublease,is
permitted. Ordering Activity shall not assign,transfer or
a. Prior to the placement of an order under this Special Item otherwise dispose of any Products,or any interest therein,
Number,the Ordering Activity and the Contractor must or crate or suffer any levy,lien or encumbrance then except
agree on a"base value"for the Products to be leased.For those created for the benefit of Contractor or it's assigns.
Lease to Ownership(Capital Lease)the base value will be
the contract purchase price(less any discounts). For Lease c. Returns:
with Option to Own(Operating Lease),the base value will be (i)Within fourteen(14)days after the date of expiration,
the contract purchase price(less any discounts),less a non-renewal or termination of a lease,the Ordering
mutually agreed upon residual value(pre-stated purchase Activity shall,at its own risk and expense,have the
option price at the conclusion of the lease)for the Products. Products packed for shipment in accordance with
The residual value will be used in the calculation of the Manufacturer's specifications and return the Products
original lease payment,lease extension payments,and the to Contractor at the location specified by Contractor in
purchase option price. the continental US,in the same condition as when
delivered,ordinary wear and tear excepted. Any
b. To determine the initial lease term payment,the Contractor expenses necessary to return the Products to good
agrees to apply the negotiated lease factor to the agreed working order shall be at Ordering Activity's expense.
upon base value: 500 basis points.
(ii)The Contractor shall conduct a timely inspection of
For Example:Lease factor one(1)percent over the rate for the the returned products and within 45 days of the return,
three-year(or other term)Treasury Bill(T-bill)at the most current assert a claim if the condition of the Product exceeds
U.S.Treasury auction. normal wear and tear.
The lease payment may be calculated by using a programmed (iii)Product will be returned in accordance with the
business calculator or by using"rate"functions provided in terms of the contract and in accordance with Contractor
commercial computer spreadsheets(e.g.,Lotus 1-2-3,Excel). instruction.
c. For any lease extension,the extension lease payment will (iv)With respect to software Products,the Ordering
be based on the original residual value,in lieu of the Activity shall state in writing to the Contractor that it
purchase price. The Ordering Activity and the Contractor has:
shall agree on a new residual value based on the estimated (1) deleted or disabled all files and copies
fair market price at the end of the extension. The formula to of the software from the equipment on
determine the lease payment will be that in 6.b.above. which it was installed;
(2) returned all software Documentation,
d. The purchase option price will be the fair market value of the training manuals,and physical media on
Product or payment will be based upon the unamortized which the software was delivered;and
principle,as shown on the payment schedule as of the last (3) has no ability to use the returned
payment prior to date of transfer of ownership,whichever is software.
less.
8. UPGRADES AND ADDITIONS:
NOTE: At the order level,Ordering Activity may elect to obtain a
lower rate for the lease by setting the purchase option price as a. The Ordering Activity may affix or install any accessory,
either,the fair market value of the Product or unamortized addition,upgrade,product or device on the Product
principle. The methodology for determining lump sum payments ("additions")provided that such additions:
may be identified in the pricelist. (1)can be removed without causing material damage
to the Product;
e. The point in time when monthly rates are established is (2)do not reduce the value of the Product;and
subject to negotiation and evaluation at the order level. (3)are obtained from or approved by the Contractor,
In the event the Ordering Activity desires,at any time,to acquire and are not subject to the interest of any third-party
title to Product leased hereunder,the Ordering Activity may make other than the Contractor.
a one-time lump sum payment.
b. Any other additions may not be installed without the
7. LEASE END/DISCONTINUANCE OPTIONS: Contractor's prior written consent. At the end of the lease
term,the Ordering Activity shall remove any additions which:
a. Upon the expiration of the Lease Term,Termination for (1)were not leased from the Contractor,and
Convenience,or Termination for Non-Appropriation,the (2)are readily removable without causing material
Ordering Activity will return the Product to the Contractor damage or impairment of the intended function,use,or
unless the Ordering Activity by 30 days written notice elects value of the Product,and restore the Product to its
either: original configuration.
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EC America, Inc.
a subsidiary of ( ImmixGroup
c. The purchase conversion cost of the Product shall be
c. Any additions that are not so removable will become the computed as of the effective date specified in the unilateral
Contractor's property(lien free). modification required in paragraph(a)of this clause,on the
basis of the purchase price set forth in the contract,minus
d. Leases of additions and upgrades must be co-terminus with the total purchase option credits accumulated during the
that of the Product. period of lease or rental,calculated by the formula contained
elsewhere in this contract.
9. RISK OF LOSS OR DAMAGE:
d. The accumulated purchase option credits available to
The Ordering Activity is relieved from all risk of loss or damage to determine the purchase conversion cost will also include any
the Product during periods of transportation,installation,and credits accrued during a period of lease or rental of the
during the entire time the Product is in possession of the Product under any previous Government contract if the
Ordering Activity,except when loss or damage is due to the fault equipment has been on continuous lease or rental.The
or negligence of the Ordering Activity. The Ordering Activity shall movement of equipment from one site to another site shall
assume risk of loss or damage to the Product during relocation, be"continuous rental."
(i.e.,moving the product from one Ordering Activity location to
another Ordering Activity location),unless the Contractor shall
undertake such relocation.
10. TITLE:
During the lease term,Product shall always remain the property
of the Contractor. The Ordering Activity shall have no property
right or interest in the Product except as provided in this leasing
agreement and shall hold the Product subject and subordinate to
the rights of the Contractor. Software and software licenses shall
be deemed personal property. The Ordering Activity shall have
no right or interest in the software and related Documentation
except as provided in the license and the lease. Upon the
Commencement Date of the Lease Term,the Ordering Activity
shall have an encumbered license to use the software for the
Lease Term. The Ordering Activity's encumbered license rights
in the software will be subject to the same rights as provided to a
purchaser of a license under the terms of this contract except that
the Ordering Activity will not have an unencumbered,paid-up
license until it has made all lease payments for the full Lease
Term in the case of an Lease To Ownership or has otherwise
paid the applicable purchase option price.
11. TAXES:
The lease payments,purchase option prices,and interest rates
identified herein exclude all state and local taxes levied on or
measured by the contract or sales price of the Product furnished
hereunder. The Ordering Activity will be invoiced for any such
taxes as Contractor receives such tax notices or assessments
from the applicable local taxing authority. Pursuant to the
provisions of FAR 52.229-1 (Deviation—May 2003),State and
Local Taxes,the Ordering Activity agrees to pay tax or provide
evidence necessary to support an exemption from the tax.
12. OPTION TO PURCHASE EQUIPMENT(FEB 1995)(FAR
52.207-5)
a. The Ordering Activity may purchase the Product provided on
a lease or rental basis under this contract.The Contracting
Officer may exercise this option only by providing a
unilateral modification to the Contractor.The effective date
of the purchase will be specified in the unilateral
modification and may be any time during the period of the
contract,including any extensions thereto.
b. Except for final payment and transfer of title to the Ordering
Activity,the lease or rental portion of the contract becomes
complete and lease or rental charges shall be discontinued
on the day immediately preceding the effective date of
purchase specified in the unilateral modification required in
paragraph(a)of this clause.
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EC America, Inc.
a subsidiary of (' knrniXGroup
TERMS AND CONDITIONS APPLICABLE TO acceptance rights(1)within the applicable warranty period as set
PURCHASE OF GENERAL PURPOSE forth below;and(2)before any substantial change occurs in the
COMMERCIAL INFORMATION TECHNOLOGY condition of the item,unless the change is due to the defect in
the item.
NEW EQUIPMENT(SPECIAL ITEM NUMBER 132-
8) 7. WARRANTY
a. Unless specified otherwise in this contract,the warranties
1. GLOSSARY OF DEFINITIONS extended to the Ordering Activity for Equipment and
a. "Documentation" shall mean Manufacturer's then current Documentation,and the exclusions and disclaimers
help guides, specifications and operating manuals issued by applicable to such warranties,shall be as set forth on
Manufacturer and made generally available by Manufacturer for Attachment A to this schedule pricelist(Contractor
the Equipment whether on-line or in hard copy. Supplemental Pricelist Information and Incorporated Terms).
Notwithstanding anything to the contrary that may be
b. "Equipment"shall mean the computer hardware identified marked on or provided with the Equipment or
on the Schedule Contract Pricelist to this schedule pricelist. Documentation,the parties understand and agree that such
warranties,exclusions and disclaimers follow the applicable
Manufacturer's standard commercial warranties,exclusions
2. MATERIAL AND WORKMANSHIP and disclaimers but are provided to the Ordering Activity by
All Equipment furnished hereunder must substantially perform the the Contractor,who will be responsible to the Ordering
function for which it is intended as set forth in the accompanying Activity for all compliance,service and remedies thereunder.
Documentation.
b. Limitation of Liability
3. ORDER
Written orders,EDI orders(GSA Advantage!and FACNET), i) Exclusion of Consequential Damages.EXCEPT FOR
credit card orders,and orders placed under blanket purchase A)A CLAIM OF IP INFRINGEMENT HEREUNDER,
agreements(BPA)agreements shall be the basis for purchase in OR B)AS PROVIDED IN SUBSECTION(b)(iii)
accordance with the provisions of this contract. If time of delivery BELOW,IN NO EVENT SHALL CONTRACTOR BE
extends beyond the expiration date of the contract,the Contractor LIABLE FOR ANY INDIRECT,INCIDENTAL,
will be obligated to meet the delivery and installation date SPECIAL OR CONSEQUENTIAL DAMAGES,
specified in the original order. INCLUDING WITHOUT LIMITATION DAMAGES FOR
LOSS OF PROFITS,DATA OR USE,INCURRED BY
For credit card orders and BPAs,telephone orders are EITHER PARTY OR ANY THIRD PARTY,WHETHER
permissible. IN AN ACTION IN CONTRACT OR TORT,EVEN IF
THE OTHER PARTY HAS BEEN ADVISED OF THE
4. TRANSPORTATION OF EQUIPMENT POSSIBILITY OF SUCH DAMAGES.
FOB DESTINATION. Prices cover Equipment delivery to ii) Limitation of Direct Damages.Except for a)a claim of
destination,for any location within the geographic scope of this IP Infringement,hereunder,orb)as provided in
contract. subsection(b)(iii)below,the aggregate and cumulative
liability of Contractor for damages hereunder shall in no
5. INSTALLATION AND TECHNICAL SERVICES event exceed the amount of fees paid by Ordering
Activity under the order giving rise to such liability,and
a. INSTALLATION. When the Equipment provided under this if such damages relate to particular Equipment such
contract is not normally self-installable,the Contractor its liability shall be limited to fees paid for the relevant
Manufacturer or other authorized service provider's technical Equipment.
personnel shall be available to the Ordering Activity,at the iii) Non-Applicability to Statutory or Regulatory Rights.
Ordering Activity's location,to install the Equipment and to Nothing herein shall operate to Impair or prejudice the
train Ordering Activity personnel in the use and maintenance U.S.Government's right(a)to recover for fraud or
of the Equipment.The charges,for such services are listed crimes arising out of or relating to this contract under
by Manufacturer,in the schedule pricelist. any Federal fraud statute,including without limitation
the False Claims Act(31 USC§§3729 through 3733),
b. OPERATING AND MAINTENANCE MANUALS. The or(b)to express remedies provided under any FAR,
Contractor or its Manufacturer shall furnish the Ordering GSAR or Schedule 70 solicitation clauses incorporated
Activity with one(1)copy of all Documentation,which is into this contract,including without limitation the GSAR
normally provided with the Equipment being purchased.For 552.215-72 Price Adjustment Failure to Provide
Documentation only available on-line,Contractor or its Accurate Information(August 1997)or GSAR 552.238-
Manufacturer shall provide Ordering Activity access to such 75 Price Reductions(May 2004)Alternate I(May
Documentation. 2003).
6. INSPECTION/ACCEPTANCE c. Inspection and repair of defective Equipment under this
warranty may be performed,at the option of the Contractor,
The Contractor shall only deliver those items ordered that at a service facility/plant authorized by the Contractor. The
substantially conform to the requirements of this contract and the Ordering Activity may not return defective Equipment to the
applicable Manufacturer's Documentation. Therefore,items Contractor,the Manufacturer or its authorized service
delivered shall be deemed accepted upon delivery to Ordering provider for repair or replacement without prior consultation
Activity's designated receiving facility.The Ordering Activity and instruction.
reserves the right to inspect or test any equipment that has been
delivered. The Ordering Activity may require repair or
replacement of nonconforming equipment at no increase in
contract price. The Ordering Activity must exercise its post-
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EC America, Inc.
a subsidiary of .0 ImmixGroup
8. PURCHASE PRICE FOR ORDERED EQUIPMENT
The purchase price that the Ordering Activity will be charged will
be the Ordering Activity purchase price in effect at the time of
order placement(which shall not exceed the price agreed to at
the time of award of the GSA Schedule contract,as may be
revised from time to time through a contract modification agreed
to and issued by the GSA Schedule contracting officer),or the
Ordering Activity purchase price in effect on the installation date
(or delivery date when installation is not applicable),whichever is
less.Provided,however,that the Ordering Activity shall only be
entitled to a lower price if the installation date is no longer than
thirty(30)days after the date of order placement.
9. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws,ordinances,and
regulations(Federal,State,City or otherwise)covering work of
this character,and shall include all costs,if any,of such
compliance in the prices quoted in this offer.
10. TRADE-IN OF INFORMATION TECHNOLOGY
EQUIPMENT
When an Ordering Activity determines that Information
Technology Equipment will be replaced,the Ordering Activity
shall follow the contracting policies and procedures in the Federal
Acquisition Regulation(FAR),the policies and procedures
regarding disposition of information technology excess personal
property in the Federal Property Management Regulations
(FPMR)(41 CFR 101-43.6),and the policies and procedures on
exchange/sale contained in the FPMR(41 CFR part 101-46).
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EC America, Inc.
a subsidiary of ($ tmmixGroup
TERMS AND CONDITIONS APPLICABLE TO before the expiration of any applicable maintenance and
MAINTENANCE,REPAIR SERVICE AND REPAIR parts guarantee/warranty period associated with the
purchase of Equipment. Orders for Maintenance Service
PARTS/SPARE PARTS FOR GOVERNMENT- shall not extend beyond the end of the contract period.
OWNED GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT, c. Maintenance Services may be discontinued by the Ordering
RADIO/TELEPHONE EQUIPMENT,(AFTER Activity on thirty(30)calendar days written notice,or shorter
EXPIRATION OF GUARANTEE/WARRANTY notice when agreed to by the Contractor;such notice to
become effective thirty(30)calendar days from the date on
PROVISIONS AND/OR WHEN REQUIRED SERVICE the notification. However,the Ordering Activity may extend
IS NOT COVERED BY GUARANTEE/WARRANTY the original discontinuance date upon written notice to the
PROVISIONS)AND FOR LEASED EQUIPMENT Contractor,provided that such notice is furnished at least
ten
(SPECIAL ITEM NUMBER 132-12) date�0)calendar days prior to the original discontinuance
1. GLOSSARY OF DEFINITIONS d. Annual Funding. When annually appropriated funds are
a. "Documentation"shall mean Manufacturer's then current cited on a maintenance order,the period of maintenance
help guides,specifications and operating manuals issued by shall automatically expire on September 30th of the contract
Manufacturer and made generally available by Manufacturer for period,or at the end of the contract period,whichever
the Equipment whether on-line or in hard copy. occurs first. Renewal of a maintenance order citing the new
appropriation shall be required,if maintenance is to continue
b. "Maintenance Services"shall mean the services provided during any remainder of the contract period.
by Contractor through an applicable Manufacturer under this
contract in accordance with the Manufacturer's then current e. Cross-year Funding Within Contract Period. Where an
Maintenance Services Policy. Ordering Activity's specific appropriation authority provides
for funds in excess of a 12 month,fiscal year period,the
c. "Maintenance Services Policy"shall mean the Ordering Activity may place an order under this schedule
commercial terms describing a Manufacturer's standard contract for a period up to the expiration of the contract
maintenance and support offerings,policies and procedures for period,notwithstanding the intervening fiscal years.
its Equipment,a copy of which is set forth in Attachment A to this f. Ordering Activities should notify the Contractor in writing
schedule pricelist.
thirty(30)calendar days prior to the expiration of
d. "Equipment"shall mean the computer hardware identified Maintenance Services,if maintenance is to be terminated at
on the Schedule Contract Pricelist to this schedule pricelist. that time. Orders for continued maintenance will be required
if maintenance is to be continued during the subsequent
2. SERVICE AREAS period.
a. The types/levels of maintenance,geographic scope of 4. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS
availability,and applicable rates vary by Manufacturer and ORDERS
are generally set forth in an applicable Manufacturer's
Maintenance Services Policy. If any additional charge is to Repair service and repair parts/spare parts orders are not
apply because of distance from the Contractor's service available under the scope of this schedule contract.
locations,the mileage rate or other distance factor shall be
negotiated at the Task Order level. 5. LOSS OR DAMAGE
a. When the Contractor,through the Manufacturer,or its
b. When repair services cannot be performed at the Ordering authorized service provider removes equipment to its
Activity installation site,the repair services will be performed establishment for repairs,the Contractor shall be
at the Contractor's,Manufacturer's or authorized service responsible for any damage or loss,from the time the
provider's plant(s). Equipment is removed from the Ordering Activity installation,
until the equipment is returned to such installation.
3. MAINTENANCE ORDER
a. Agencies may use written orders,EDI orders,credit card b. When Equipment is returned by Ordering Activity to the
orders,or BPAs,for ordering maintenance under this Contractor through the Manufacturer's or its authorized
contract. The Contractor shall confirm orders within fifteen service provider's facility for repairs,the Ordering Activity
(15)calendar days from the date of receipt,except that shall be responsible for any loss or damage to the
confirmation of orders shall be considered automatic for Equipment being returned by the Ordering Activity for repair.
renewals for maintenance(Special Item Number 132-12). Contractor shall only be responsible for any loss or damage
Automatic acceptance of order renewals for maintenance while the Equipment is at the Contractor s or its
service shall apply for machines which may have been Manufacturer's or authorized service provider's facility and
discontinued from use for temporary periods of time not until it is returned to the Ordering Activity's location.
longer than 120 calendar days. If the order is not confirmed
by the Contractor as prescribed by this paragraph,the order 6. SCOPE
shall be considered to be confirmed by the Contractor. a. In exchange for the applicable fees,the Contractor,through
the Manufacturer or its authorized service provider shall
b. The Contractor shall honor orders for Maintenance Services provide Maintenance Services for all Equipment listed
for the duration of the contract period or a lessor period of herein,as requested by the Ordering Activity during the
time,for the Equipment shown in the schedule pricelist. contract term. Repair service and repair parts/spare parts
Maintenance Services shall commence on a mutually shall apply exclusively to the Equipment types/models within
agreed upon date,which will be written into the maintenance the scope of this Information Technology Schedule.
order. Maintenance orders shall not be made effective
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EC America, Inc.
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b. Equipment placed under Maintenance Service shall be in b. REGULAR HOURS. The basic monthly rate for each make
good operating condition. and model of Equipment shall entitle the Ordering Activity to
the Maintenance Services as set forth in the applicable
(1) In order to determine that the Equipment is in good Manufacturer's Maintenance Services Policy.
operating condition,the Equipment shall be subject to
inspection by the Contractor through the Manufacturer c. AFTER HOURS. Should the Ordering Activity require that
or its authorized service provider without charge to the maintenance be performed outside of Regular Hours,
Ordering Activity. charges for such maintenance,if any,will be specified in the
pricelist or in the applicable Manufacturer's Maintenance
(2) Costs of any repairs performed for the purpose of Services Policy. Periods of less than one hour will be
placing the Equipment in good operating condition shall prorated to the nearest quarter hour.
be borne by the Contractor,provided the Equipment
was under the Contractor's guarantee/warranty or d. TRAVEL AND TRANSPORTATION.If any charge is to
maintenance responsibility prior to the effective date of apply,over and above the regular maintenance rates,
the maintenance order. because of the distance between the Ordering Activity
location and the Contractor's service area,the charge will be
(3) If the Equipment was not under the Contractor's negotiated at the Task Order level.
responsibility,the costs necessary to place the
Equipment in proper operating condition shall be borne e. QUANTITY DISCOUNTS. Quantity discounts from listed
by the Ordering Activity,in accordance with the Maintenance Services rates for multiple Equipment owned
provisions of Special Item Number 132-12(or outside and/or leased by a Ordering Activity are not provided under
the scope of this contract). this schedule contract unless otherwise specified by a
Manufacturer in the pricelist.
(4) Contractor shall have no obligation to provide
Maintenance Services for Equipment that has been 10. REPAIR SERVICE RATE PROVISIONS
modified by Ordering Activity,is in disrepair or subject Repair service rate fees and provisions for Equipment not under
to any other exclusions as set out in Manufacturer's monthly Maintenance Services are not available under the scope
Maintenance Services Policy. of this schedule contract.
7. RESPONSIBILITIES OF THE ORDERING ACTIVITY 11. REPAIR PARTS/SPARE PARTS RATE PROVISIONS
a. Ordering Activity personnel shall not perform maintenance Repair parts/spare parts rate provisions after the expiration of the
or attempt repairs to Equipment while such Equipment is guarantee/warranty provisions are not available under the scope
under the purview of a maintenance order,unless agreed to of this schedule contract.
by the Contractor.The Ordering Activity will follow
Contractor's designated procedures when returning 12. GUARANTEE/WARRANTY—REPAIR SERVICE AND
Equipment to Contractor's,Manufacturer's or its authorized REPAIR PARTS/SPARE PARTS
service provider's facility for repairs. Guarantee/warranty-repair parts/spare parts after the expiration of
b. Subject to security regulations,the Ordering Activity shall the guarantee/warranty provisions are not available under the
permit access to the Equipment,which is to be maintained scope of this schedule contract.
or repaired by Contractor,Manufacturer or its authorized 13. INVOICES AND PAYMENTS
service provider.
Invoices for Maintenance Services shall be submitted by the
c. If the Ordering Activity desires a factory authorized/certified Contractor on a quarterly or monthly basis,after the completion of
service personnel then this should be clearly stated in the such period. Maintenance charges must be paid in arrears(31
task or delivery order. U.S.C.3324). PROMPT PAYMENT DISCOUNT,IF
APPLICABLE,SHALL BE SHOWN ON THE INVOICE.
8. RESPONSIBILITIES OF THE CONTRACTOR
a. For Equipment not covered by a maintenance contract or Payment for Maintenance Services of less than one month's
warranty,the Contractor,through the Manufacturer s or its duration shall be prorated at 1/30th of the monthly rate for each
authorized service provider's repair service personnel shall calendar day.
complete repairs as soon as reasonably possible after
notification by the Ordering Activity that service is required.
b. If the Ordering Activity task or delivery order specifies
factory authorized/certified service personnel then the
Contractor is obligated to provide such factory
authorized/certified service personnel for the Equipment to
be repaired or serviced,unless otherwise agreed to in
advance between the Ordering Activity and the Contractor.
9. MAINTENANCE RATE PROVISIONS
a. For Equipment under monthly Maintenance Services,the
Contractor shall bear all costs of maintenance,including
labor,parts,and such other expenses as are necessary to
keep the Equipment in good operating condition,provided
that the required repairs are not occasioned by fault or
negligence of the Ordering Activity.
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TERMS AND CONDITIONS APPLICABLE TO TERM SHALL CONTRACTOR BE LIABLE FOR ANY
SOFTWARE LICENSES(SPECIAL ITEM NUMBER INDIRECT,INCIDENTAL,SPECIAL OR
132-32),PERPETUAL SOFTWARE LICENSES CONSEQUENTIAL DAMAGES,INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF
(SPECIAL ITEM NUMBER 132-33)AND PROFITS,DATA OR USE,INCURRED BY EITHER
MAINTENANCE AS A SERVICE(SPECIAL ITEM PARTY OR ANY THIRD PARTY,WHETHER IN AN
NUMBER 132-34)OF GENERAL PURPOSE ACTION IN CONTRACT OR TORT,EVEN IF THE
COMMERCIAL INFORMATION TECHNOLOGY OTHER PARTY HAS BEEN ADVISED OF THE
SOFTWARE POSSIBILITY OF SUCH DAMAGES provided
however,that in the event Ordering Activity makes
unauthorized copies of the Software,Contractor shall
1. GLOSSARY OF DEFINITIONS be entitled to recover the full amount of any license
a. "Documentation"shall mean Manufacturer's then current fees that would relate to such copies.
help guides,and manuals issued by Manufacturer and made
generally available by Manufacturer for the Software whether on- ii) Limitation of Direct Damages.Except for a)a claim of
line or in hard copy.Documentation shall include any updated IP Infringement hereunder,or b)as provided in(b)(iii)
Documentation that Manufacturer provides with any updates. below,the aggregate and cumulative liability of
Contractor and licensors for damages hereunder shall
b. "Maintenance Services"shall mean the Software in no event exceed the amount of fees paid by Ordering
maintenance and support services provided by Contractor Activity under the order giving rise to such liability,and
through an applicable Manufacturer under this contract in if such damages relate to particular Software or
accordance with the Manufacturer's then current Maintenance Maintenance Services,such liability shall be limited to
Services Policy. fees paid for the relevant Software or Maintenance
Services giving rise to the liability.
c. "Maintenance Services Policy"shall mean the
commercial terms describing a Manufacturer's standard Software iii) Non-Applicability to Statutory or Regulatory Rights.
maintenance and support offerings,policies and procedures,a Nothing herein shall operate to impair or prejudice the
copy of which is located on Attachment A to this schedule U.S.Government's right(a)to recover for fraud or
pricelist. crimes arising out of or relating to this contract under
any Federal fraud statute,including without limitation
d. "Software"shall mean(i)the version of the computer the False Claims Act(31 USC§§3729 through 3733),
program identified on the Schedule Contract Pricelist and or(b)to express remedies provided under any FAR,
(ii)updates to such programs. GSAR or Schedule 70 solicitation clauses incorporated
into this contract,including without limitation the GSAR
2. INSPECTION/ACCEPTANCE 552.215-72 Price Adjustment—Failure to Provide
The Contractor shall only deliver those items ordered that Accurate Information(August 1997)or GSAR 552.238-
substantially conform to the requirements of this contract and the 75 Price Reductions(May 2004)Alternate I(May
Software's Documentation. Therefore,items delivered shall be 2003).
deemed accepted upon delivery.The Ordering Activity reserves 4. TECHNICAL SERVICES
the right to inspect or test any Software that has been delivered.
The Ordering Activity may require repair or replacement of A hot line technical support number for the purpose of providing
nonconforming Software at no increase in contract price. The user assistance and guidance to the Ordering Activity in the
Ordering Activity must exercise its post-acceptance rights(1) implementation of the Software may be provided as part of
within the warranty period as set forth below;and(2)before any Maintenance Services.
substantial change occurs in the condition of the Software,unless
the change is due to the defect in the Software. 5. SOFTWARE MAINTENANCE
a. Software maintenance as it is defined:
3. GUARANTEE/WARRANTY
a. Unless specified otherwise in this contract,the warranties 1. Software Maintenance as a Product(SIN 132-32 or SIN
extended to the Ordering Activity for Software and 132-33)
Documentation,and the exclusions and disclaimers
applicable to such warranties,shall be as set forth on Software maintenance as a product includes the
Attachment A to this schedule pricelist(Contractor publishing of bug/defect fixes via patches and
Supplemental Pricelist Information and Incorporated Terms). updates/upgrades in function and technology to
Notwithstanding anything to the contrary that may be maintain the operability and usability of the software
marked on or provided with the Software or Documentation, product. It may also include other no charge support
the parties understand and agree that such warranties, that is included in the purchase price of the product in
exclusions and disclaimers follow the applicable the commercial marketplace. No charge support
Manufacturer's standard commercial warranties,exclusions includes items such as user blogs,discussion forums,
and disclaimers but are provided to the Ordering Activity by on-line help libraries and FAQs(Frequently Asked
the Contractor,who will be responsible to the Ordering Questions),hosted chat rooms,and limited telephone,
Activity for all compliance,service and remedies thereunder. email and/or web-based general technical support for
user's self diagnostics.
b. Limitation of Liability.
Software maintenance as a product does NOT include
i) Exclusion of Consequential Damages.EXCEPT FOR the creation,design,implementation,integration,etc.
A) A CLAIM OF IP INFRINGMENT HEREUNDER,OR of a software package. These examples are
B)AS PROVIDED IN(b)(iii)BELOW, IN NO EVENT considered software maintenance as a service.
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Software Maintenance as a product is billed at the time 7. CONVERSION FROM TERM LICENSE TO PERPETUAL
of purchase. LICENSE
Conversion from term licenses to perpetual licenses for any or all
2. Software Maintenance as a Service(SIN 132-34) Software is not available under the scope of this contract.
Software maintenance as a service creates,designs, Outside the scope of this contract,the Ordering Activity may
implements,and/or integrates customized changes to contact the Manufacturer directly to discuss the permissibility,
software that solve one or more problems and is not costs and operation of such conversion(s).Contractor agrees to
included with the price of the software.Software reasonably assist Ordering Activity in this regard.
maintenance as a service includes person-to-person
communications regardless of the medium used to 8. TERM LICENSE CESSATION
communicate:telephone support,on-line technical If a term Software license granted hereunder terminates for any
support,customized support,and/or technical expertise reason,Ordering Activity shall(i)cease using the applicable
which are charged commercially. Software Software,Documentation,and related Confidential Information,
maintenance as a service is billed arrears in
accordance with 31 U.S.C.3324. and(ii)certify to Contractor within thirty(30)days after
termination that Ordering Activity has destroyed,or has returned
Software maintenance as a service is billed in arrears to Contractor or its Manufacturer the Software,Documentation,
in accordance with 31 U.S.C.3324. related Confidential Information of Contractor and all copies
thereof,whether or not modified or merged into other materials.
b. If purchased by Ordering Activity,Contractor,through the 9. UTILIZATION LIMITATIONS-(SIN 132-32,SIN 132-33,
applicable Manufacturer,shall provide MaintenanceAND SIN 132-34)
Services for the Software pursuant to the applicable
Manufacturer's then current Maintenance Services Policy. a. Software acquisition is limited to commercial computer
Fees or rates for such Maintenance Services are set forth in software defined in FAR Part 2.101.
the Schedule Contract Pricelist.
b. When acquired by the Ordering Activity,commercial
c. Invoices for maintenance service shall be submitted by the computer Software and related Documentation shall be
Contractor on a quarterly or monthly basis,after the subject to the following:
completion of such period. Maintenance charges must be
paid in arrears(31 U.S.C.3324)for Maintenance as a (1) Title to and ownership of the Software and
Service. PROMPT PAYMENT DISCOUNT,IF Documentation shall remain with the Contractor or its
APPLICABLE,SHALL BE SHOWN ON THE INVOICE. Manufacturer or licensors,unless otherwise specified.
Contractor and its Manufacturers reserve all rights in
6. PERIODS OF TERM LICENSES(SIN 132-32)AND and to the Software and Documentation not expressly
MAINTENANCE(SIN 132-34) granted to Ordering Activity herein.
a. The Contractor shall honor orders for periods for the
duration of the contract period or a lessor period of time. (2) United States Government Legends. The Software,
Documentation and any other technical data provided
b. Term licenses and/or maintenance may be discontinued by hereunder is commercial in nature and developed
the Ordering Activity on thirty(30)calendar day's written solely at private expense. The Software is delivered as
notice to the Contractor. "Commercial Computer Software"as defined in DFARS
252.227-7014(June 1995)or as a"Commercial Item"
c. Annual Funding. When annually appropriated funds are as defined in FAR 2.101(a)and as such is provided
cited on an order for term licenses and/or maintenance,the with only such rights as are provided in Manufacturer's
period of the term licenses and/or maintenance shall standard commercial license for the Software.
automatically expire on September 30 of the contract period, Technical data is provided with limited rights only as
or at the end of the contract period,whichever occurs first. provided in DFAR 252.227-7015(Nov.1995)or FAR
Renewal of the term licenses and/or maintenance orders 52.227-14(June 1987),whichever is applicable.
citing the new appropriation shall be required,if the term Contractor grants Ordering Activity only those utilization
licenses and/or maintenance is to be continued during any rights(and reserves the same utilization limitations)as
remainder of the contract period. specified in the applicable Manufacturer's commercial
d. Cross-Year Funding Within Contract Period. Where an license terms,a description of which is set forth on
Ordering Activity's specific appropriation authority provides Attachment A to this schedule pricelist and
for funds in excess of a 12-month(fiscal year)period,the incorporated herein.
Ordering Activity may place an order under this schedule Notwithstanding the forgoing,Contractor acknowledges
contract for a period up to the expiration of the contract and agrees that Ordering Activity shall have the
period,notwithstanding the intervening fiscal years. minimum restricted rights as set forth in b(4)below.
e. Ordering Activities should notify the Contractor in writing
thirty(30)calendar days prior to the expiration of an order,if (3) Except as is provided in paragraph 8.b(2)above,the
the term licenses and/or maintenance is to be terminated at Ordering Activity shall not provide or otherwise make
that time. Orders for the continuation of term licenses available the Software or Documentation,or any
and/or maintenance will be required if the term licenses portion thereof,in any form,to any third party without
and/or maintenance is to be continued during the the prior written approval of the Contractor. Third
subsequent period. parties do not include prime Contractors,
subcontractors and agents of the Ordering Activity who
have the Ordering Activity's permission to use the
licensed software and documentation at the facility,and
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who have agreed to use the licensed Software and disclosure and had not been obtained by the other
Documentation only in accordance with these party either directly or indirectly from the disclosing
restrictions. This provision does not limit the right of party;(iii)is lawfully disclosed to the other party by a
the Ordering activity to use Software,Documentation, third party without restriction on disclosure;(iv)is
or information therein,which the Ordering Activity may independently developed by the other party without use
already have or obtains without restrictions. of or reference to the other party's Confidential
Information In addition,if Ordering Activity
(4) The Ordering Activity shall have the right to use the recommends to Contractor additional features,
computer Software and Documentation with the functionality,or performance or if Contractor retains
computer for which it is acquired at any other facility to generalized information hereunder that Contractor or
which that computer may be transferred,or in cases of its Manufacturer subsequently incorporates into its
Disaster Recovery,the Ordering Activity has the right to product or service offerings,then with respect to such
transfer the Software to another site if the Ordering recommendations and information,Ordering Activity
Activity site for which it is acquired is deemed to be hereby(a)grants Contractor a worldwide,non-
unsafe for Ordering Activity personnel;to use the exclusive,royalty-free,perpetual right and license to
computer Software and Documentation with a backup use and incorporate such recommendations and such
computer when the primary computer is inoperative; information into such offerings,and(b)acknowledges
and to copy computer Software for safekeeping that all right and title to such offerings incorporating
(archive)or backup purposes;to modify the software such recommendations and information shall be the
and documentation or combine it with other software, sole and exclusive property of Contractor or its
provided that the unmodified portions shall remain Manufacturer and all such recommendations and
subject to these restrictions. information shall be free from any confidentiality
restrictions that might otherwise be imposed upon
(5) "Commercial Computer Software"may be marked with Contractor pursuant to this section.
the Contractor's standard commercial restricted rights
legend,but the schedule contract and schedule Further,this section will not be construed to prohibit
pricelist,including this clause,"Utilization Limitations" disclosure of Confidential Information to the extent that
are the only governing terms and conditions,and shall such disclosure is required by law or valid order of a
take precedence and supersede any different or court or other governmental authority.
additional terms and conditions included in the
standard commercial legend. Ordering Activity shall not disclose the results of any
performance tests of the Software to any third party
(6) The Software and Documentation hereunder is offered without Contractor's prior written approval.Ordering
by the Contractor under licenses customarily provided Activity agrees to hold Confidential Information in
to the public. The Contractor does not furnish technical confidence and to take all reasonable steps to ensure
information related to commercial computer Software that Confidential Information is not disclosed or
(or commercial computer software Documentation)that distributed by its employees or agents in breach of
is not customarily provided to the public. Further,the these Terms and Conditions.
Contractor does not relinquish rights to use,modify,
reproduce,release,perform,display,or disclose (8) Verification. At Contractor's written request,but not
commercial computer Software(or commercial more frequently than annually,Ordering Activity shall
computer Software Documentation)except as mutually furnish Contractor with a document signed by Ordering
agreed to by the parties. See 48 CFR 12.212. Activity's authorized representative verifying that the
Software is being used pursuant to the provisions of
(7) Nondisclosure. Ordering Activity may have access to this contract.To the extent permitted by and subject to
information that is confidential to Contractor or its an Ordering Activity's security requirements(including,
Manufacturers("Confidential Information"). but not limited to,use of cleared personnel,badging
Confidential Information shall include any information and other requirements).Contractor reserves the right
that is clearly identified in writing at the time of to audit Ordering Activity's use of the Software no more
disclosure as confidential as well as any information than once annually at Contractor's expense.
that,based on the circumstances under which it was Contractor shall schedule any audit at least thirty(30)
disclosed,a reasonable person would believe to be days in advance.Any such audit shall be conducted
confidential. Contractor's Confidential Information shall during regular business hour at Ordering Activity's
include,but not be limited to,the Software, facilities and shall not unreasonably interfere with
Documentation,all materials provided to Ordering Ordering Activity's business.
Activity in the course of performing Maintenance
Services hereunder,formulas,methods,know how, (9) Intellectual Property Infringement. If a third party
processes,designs,new products,developmental makes a claim against Ordering Activity that the
work,marketing requirements,marketing plans, Software directly infringes any patent,copyright,or
customer names,prospective customer names,and trademark or misappropriate any trade secret("IP
the terms and pricing hereunder,regardless of whether Claim");Contractor will(i)assist in defending Ordering
such information is identified as confidential. Activity against the IP Claim at Contractor's cost and
Confidential Information includes all information expense,and(ii)pay all costs,damages and expenses
received from third parties that Contractor is obligated (including reasonable legal fees)finally awarded
to treat as confidential. against Ordering Activity by a court of competent
jurisdiction or agreed to in a written settlement
Confidential Information shall not include information agreement signed by Contractor arising out of such IP
that(i)is or becomes a part of the public domain Claim;provided that:(i)Ordering Activity promptly
through no act or omission of the other party;(ii)was in notifies Contractor in writing no later than sixty(60)
the other party's lawful possession prior to the days after Ordering Activity's receipt of notification of a
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potential claim and(ii)Ordering Activity provides
Contractor,at Contractor's request and expense,with
the assistance,information and authority necessary to
perform Contractor's obligations under this Section.
Notwithstanding the foregoing,Contractor shall have no
liability for any claim of infringement based on(a)the
use of a superseded or altered release of the Software
if the infringement would have been avoided by the use
of a current unaltered release of the Software,(b)the
modification of the Software,(c)the use of the
Software other than in accordance with the
Documentation or this contract,or(d)any materials or
information provided to Contractor by Ordering Activity,
for which Ordering Activity shall be solely responsible.
If the Software is held to infringe or are believed by
Contractor to infringe,Contractor shall have the option,
at its expense,to(a)replace or modify the Software to
be non-infringing,or(b)obtain for Ordering Activity a
license to continue using the Software. If it is not
commercially reasonable to perform either of the
foregoing options,then Contractor may terminate the
Program license for the infringing Software and refund
the license fees paid for the Software upon return of the
Software by Ordering Activity. This section states
Contractor's entire liability and Ordering Activity's
exclusive remedy for any claim of infringement.
(10) Delivery. All Software and Documentation provided by
Contractor hereunder shall be deemed to be delivered
by Contractor:1)Upon physical delivery,or 2)Once
the Software is made available to Ordering Activity via
electronic download by provision of a license key,link
to a website,FTP site or similar site from which the
Ordering Activity can electronically download or
otherwise access the Software and Documentation.
10. SOFTWARE CONVERSIONS-(SIN 132-32 AND SIN
132-33)
Conversion from one version of the Software to another such as
the result of a change in operating system,or from one computer
system to another is not available under the scope of the
contract.
Outside the scope of this contract,the Ordering Activity may
contact the Manufacturer directly to discuss the permissibility,
costs and operation of such conversion(s). Contractor agrees to
reasonably assist Ordering Activity in this regard.
11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY
For information concerning supported hardware or compatibility
requirements the Ordering Activity is advised to contact the
Contractor or the applicable Manufacturer.
12. RIGHT-TO-COPY PRICING
Right-to-copy license pricing is not available under the scope of
this contract unless specifically specified in the pricelist. The
Ordering Activity must contact the Manufacturer directly to
discuss the applicability and associated costs of right-to-copy
pricing.
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TERMS AND CONDITIONS APPLICABLE TO SIN Description Sub-Categories)
PURCHASE OF CLOUD COMPUTING SERVICES not manage the platform or
(SPECIAL ITEM NUMBER 132-40) infrastructure.
3.Infrastructure as a Service
(laaS):Consumer provisions
1. SCOPE computing resources.Has
The prices,terms and conditions stated under Special Item control over OS,storage,
Number(SIN)132-40 Cloud Computing Services apply platform,deployed applications
exclusively to Cloud Computing Services within the scope of this and some limited infrastructure
Information Technology Schedule. configuration,but does not
manage the infrastructure.
This SIN provides ordering activities with access to technical
services that run-in cloud environments and meet the NIST 1 Offerors may optionally select the single sub-category that
Definition of Cloud Computing Essential Characteristics.Services best fits each cloud service offering,per Service Model
relating to or impinging on cloud that do not meet all NIST Guidance,or select no sub-category if the offering does not
essential characteristics should be listed in other SINS. fit an existing NIST service model.
The scope of this SIN is limited to cloud capabilities provided 2. DESCRIPTION OF CLOUD COMPUTING SERVICES
entirely as a service.Hardware,software and other artifacts AND PRICING
supporting the physical construction of a private or other cloud a. Service Description Requirements for Listing
are out of scope for this SIN.Currently,an Ordering Activity can Contractors
procure the hardware and software needed to build on premise
cloud functionality,through combining different services on other The description requirements below are in addition to the overall
IT Schedule 70 SINs(e.g.132-51). Schedule 70 evaluation criteria described in SCP-FSS-001-N
Instructions Applicable to New Offerors(Alternate I—MAR 2016)
Sub-categories in scope for this SIN are the three NIST Service or SCP-FSS-001-S Instructions Applicable to Successful FSS
Models:Software as a Service(SaaS),Platform as a Service Program Contractors,as applicable,SCP-FSS-004 and other
(PaaS),and Infrastructure as a Service(laaS).Offerors may relevant publications.
optionally select a single sub-category that best fits a proposed
cloud service offering.Only one sub-category may be selected Refer to overall Schedule 70 requirements for timelines related to
per each proposed cloud service offering.Offerors may elect to description and other schedule updates,including but not limited
submit multiple cloud service offerings,each with its own single to clauses 552.238-81—section E and clause I-FSS-600.
sub-category.The selection of one of three sub-categories does
not prevent Offerors from competing for orders under the other Table 2 summarizes the additional Contractor-provided
two sub-categories. description requirements for services proposed under the Cloud
Computing Services SIN.All mandatory description requirements
See service model guidance for advice on sub-category must be complete,and adequate according to evaluation criteria.
selection.
In addition,there is one"Optional"reporting description which
Sub-category selection within this SIN is optional for any exists to provide convenient service selection by relevant criteria.
individual cloud service offering,and new cloud computing Where provided,optional description requirements must be
technologies that do not align with the aforementioned three sub- complete and adequate according to evaluation criteria:
categories may be included without a sub-category selection so
long as they comply with the essential characteristics of cloud (1) The NIST Service Model provides sub-categories for
computing as outlined by NIST. the Cloud SIN and is strongly encouraged,but not required.The
Service Model based sub-categories provide this SIN with a
See Table 1 for a representation of the scope and sub- structure to assist ordering activities in locating and comparing
categories. services of interest.Contractors may optionally select the single
service model most closely corresponding to the specific service
Table 1:Cloud Computing Services SIN offering.
SIN Description Sub-Categories1 (2) If a sub-category is selected it will be evaluated with
respect to the NIST Service Model definitions and guidelines in
•Commercially available cloud 1.Software as a Service "Guidance for Contractors".
computing services (SaaS):Consumer uses
•Meets the National Institute provider's applications on Table 2:Cloud Service Description Requirements
for Standards and Technology cloud infrastructure.Does not
(NIST)definition of Cloud manage/control platform or # Descriptions Reporting Instructions
Computing essential infrastructure.Limited Requirement Type
characteristics application level configuration 1 Provide a brief Mandatory The cloud service must
•Open to all deployment may be available. written description be capable of satisfying
models(private,public, 2.Platform as a Service of how the each of the five NIST
community or hybrid),vendors (PaaS):Consumer deploys proposed cloud essential Characteristics
specify deployment models applications onto cloud computing as outlined in NIST
platform service using services satisfies Special Publication 800-
provider-supplied tools.Has each individual 145.See'GUIDANCE
control over deployed essential NIST FOR CONTRACTORS:
applications and some limited Characteristic NIST
platform configuration but does Essential Characteristics'
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# Descriptions Reporting Instructions a. Acceptance Testing
Requirement Type Any required Acceptance Test Plans and Procedures shall be
below in this document negotiated by the Ordering Activity at task order level.The
for detailed overall Contractor shall perform acceptance testing of the systems for
direction,as well as Ordering Activity approval in accordance with the approved test
guidance on inheriting procedures.
essential characteristics.
2 Select NIST Mandatory Contractors must select b. Training
deployment at least one NIST If training is provided commercially the Contractor shall provide
models for the deployment model as normal commercial installation,operation,maintenance,and
cloud computing outlined in NIST Special engineering interface training on the system.Contractor is
service proposed. Publication 800-145 responsible for indicating if there are separate training charges.
describing how the
proposed cloud c. Information Assurance/Security Requirements
computing service is The contractor shall meet information assurance/security
deployed.Select multiple requirements in accordance with the Ordering Activity
deployment models if the requirements at the Task Order level.
service is offered in more
than one deployment d. Related Professional Services
model. The Contractor is responsible for working with the Ordering
See'GUIDANCE FOR Activity to identify related professional services and any other
CONTRACTORS:NIST services available on other SINs that may be associated with
Deployment Model' deploying a complete cloud solution.Any additional substantial
below in this document and ongoing professional services related to the offering such as
for detailed direction on integration,migration,and other cloud professional services are
how to best categorize a out of scope for this SIN.
service for the NIST
deployment models. e. Performance of Cloud Computing Services
3 Optionally select Optional Contractor may select a The Contractor shall respond to Ordering Activity requirements at
the most single NIST Service the Task Order level with proposed capabilities to Ordering
appropriate NIST model to sub-categorize Activity performance specifications or indicate that only standard
service model that the service as outlined in specifications are offered.In all cases the Contractor shall clearly
will be the NIST Special Publication indicate standard service levels,performance and scale
designated sub- 800-145.Sub-category capabilities.
category or may selection is optional but
select no sub- recommended.See The Contractor shall provide appropriate cloud computing
category. 'GUIDANCE FOR services on the date and to the extent and scope agreed to by the
CONTRACTORS:NIST Contractor and the Ordering Activity.
Service Model'below in
this document for f. Reporting
detailed direction on how The Contractor shall respond to Ordering Activity requirements
to best categorize a and specify general reporting capabilities available for the
service for the NIST Ordering Activity to verify performance,cost and availability.
IaaS,PaaS,and SaaS In accordance with commercial practices,the Contractor may
service models. furnish the Ordering Activity/user with a monthly summary
Ordering Activity report.
b. Pricing of Cloud Computing Services
4. RESPONSIBILITIES OF THE ORDERING ACTIVITY
All current pricing requirements for Schedule 70,including The Ordering Activity is responsible for indicating the cloud
provision SCP-FSS-001-N(Section III Price Proposal),SCP-FSS- computing services requirements unique to the Ordering Activity.
001-S,SCP-FSS-004(Section Ill Price Proposal),and clause I- Additional requirements should not contradict existing SIN or IT
FSS-600 Contract Price Lists,apply.At the current time there is Schedule 70 Terms and Conditions.Ordering Activities should
no provision for reducing or eliminating standard price list posting include(as applicable)Terms&Conditions to address Pricing,
requirements to accommodate rapid cloud price fluctuations. Security,Data Ownership,Geographic Restrictions,Privacy,
SLAs,etc.
In addition to standard pricing requirements,all pricing models
must have the core capability to meet the NIST Essential Cloud Cloud services typically operate under a shared responsibility
Characteristics,particularly with respect to on-demand self- model,with some responsibilities assigned to the Cloud Service
service,while allowing alternate variations at the task order level Provider(CSP),some assigned to the Ordering Activity,and
at agency discretion,pursuant to the guidance on NIST Essential others shared between the two.The distribution of responsibilities
Characteristics. will vary between providers and across service models.Ordering
activities should engage with CSPs to fully understand and
evaluate the shared responsibility model proposed.Federal Risk
and Authorization Management Program(FedRAMP)
3. RESPONSIBILITIES OF THE CONTRACTOR documentation will be helpful regarding the security aspects of
The Contractor shall comply with all laws,ordinances,and shared responsibilities,but operational aspects may require
regulations(Federal,State,City,or otherwise)covering work of additional discussion with the provider.
this character.
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a. Ordering Activity Information Assurance/Security The Ordering Activity should clearly indicate any cost,
Requirements Guidance performance or availability reporting as part of the initial
requirement.
(1) The Ordering Activity is responsible for ensuring to the
maximum extent practicable that each requirement issued is in g. Privacy
compliance with the Federal Information Security Management The Ordering Activity should specify the privacy characteristics of
Act(FISMA)as applicable. their service and engage with the Contractor to determine if the
cloud service is capable of meeting Ordering Activity
(2) The Ordering Activity shall assign a required impact requirements.For example,a requirement could be requiring
level for confidentiality,integrity and availability(CIA)prior to assurance that the service is capable of safeguarding Personally
issuing the initial statement of work.' Identifiable Information(PII),in accordance with NIST SP 800-
1224 3 and OMB memos M-06-164 and M-07-16 S.An Ordering
The Contractor must be capable of meeting at least the Activity will determine what data elements constitute PII
minimum-security requirements assigned against a low-impact according to OMB Policy,NIST Guidance and Ordering Activity
information system in each CIA assessment area(per FIPS 200) policy.
and must detail the FISMA capabilities of the system in each of
CIA assessment area. h. Accessibility
The Ordering Activity should specify the accessibility
(3)Agency level FISMA certification,accreditation,and characteristics of their service and engage with the Contractor to
evaluation activities are the responsibility of the Ordering Activity. determine the cloud service is capable of meeting Ordering
The Ordering Activity reserves the right to independently Activity requirements.For example,a requirement could require
evaluate,audit,and verify the FISMA compliance for any assurance that the service is capable of providing accessibility
proposed or awarded Cloud Computing Services. based on Section 508 of the Rehabilitation Act of 1973(29 U.S.C.
794d).
(4)The Ordering Activity has final responsibility for assessing the
FedRAMP status of the service,complying with and making a i. Geographic Requirements
risk-based decision to grant an Authorization to Operate(ATO) Ordering activities are responsible for specifying any geographic
for the cloud computing service,and continuous monitoring.A requirements and engaging with the Contractor to determine that
memorandum issued by the Office of Management and Budget the cloud services offered have the capabilities to meet
(OMB)on Dec 8,2011 outlines the responsibilities of Executive geographic requirements for all anticipated task orders.Common
departments and agencies in the context of FedRAMP geographic concerns could include whether service data,
compliance.2 processes and related artifacts can be confined on request to the
United States and its territories,or the continental United States
(5) Ordering activities are responsible for determining any (CONUS).
additional information assurance and security related
requirements based on the nature of the application and relevant j. Data Ownership and Retrieval and Intellectual Property
mandates. Intellectual property rights are not typically transferred in a cloud
model.In general,CSPs retain ownership of the Intellectual
b. Deployment Model Property(IP)underlying their services and the customer retains
If a particular deployment model(Private,Public,Community,or ownership of its intellectual property.The CSP gives the
Hybrid)is desired,Ordering Activities are responsible for customer a license to use the cloud services for the duration of
identifying the desired model(s).Alternately,Ordering Activities the contract without transferring rights.The government retains
could identify requirements and assess Contractor responses to ownership of the IP and data they bring to the customized use of
determine the most appropriate deployment model(s). the service as spelled out in the FAR and related materials.
General considerations of data ownership and retrieval are
c. Delivery Schedule covered under the terms of Schedule 70 and the FAR and other
The Ordering Activity shall specify the delivery schedule as part laws,ordinances,and regulations(Federal,State,City,or
of the initial requirement.The Delivery Schedule options are otherwise).Because of considerations arising from cloud shared
found in Information for Ordering Activities Applicable to All responsibility models,ordering activities should engage with the
Special Item Numbers. Contractor to develop more cloud-specific understandings of the
boundaries between data owned by the government and that
d. Interoperability owned by the cloud service provider,and the specific terms of
Ordering Activities are responsible for identifying interoperability data retrieval.
requirements.Ordering Activities should clearly delineate
requirements for API implementation and standards In all cases,the Ordering Activity should enter into an agreement
conformance. with a clear and enforceable understanding of the boundaries
between government and cloud service provider data,and the
e. Performance of Cloud Computing Services form,format and mode of delivery for each kind of data belonging
The Ordering Activity should clearly indicate any custom to the government.
minimum service levels,performance and scale requirements as
part of the initial requirement. The Ordering Activity should expect that the Contractor shall
transfer data to the government at the government's request at
f. Reporting
3 NIST SP 800-122,"Guide to Protecting the Confidentiality of Personally Identifiable
'Per Federal Information Processing Standards Publication 199 8 200(FIPS 199, Information(PII)"
"Standards for Security Categorization of Federal Information and Information 'OMB memo M-06-16:Protection of Sensitive Agency Information Hyperlink:
Systems")(FIPS 200,"Minimum Security Requirements for Federal Information and http://www.whitehouse.gov/sites/default/files/omb/mernorandalfy2006/m06-16.pdf
Information Systems") 50MB Memo M-07.16.Safeguarding Against and Responding to the Breach of
2 MEMORANDUM FOR CHIEF INFORMATION OFFICERS:Security Authorization of Personally Identifiable Information.Hyperlink:
Information Systems in Cloud Computing Environments.December 8,2011 http://www.whitehouse.00v/sites/default/files/omb/memoranda/fy2007/m07-16.pdf
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any time,and in all cases when the service or order is terminated Contractors must select deployment models corresponding to
for any reason,by means,in formats and within a scope clearly each way the service can be deployed.Multiple deployment
understood at the initiation of the service.Example cases that model designations for a single cloud service are permitted but at
might require clarification include status and mode of delivery for: least one deployment model must be selected.
• Configuration information created by the government and
affecting the government's use of the cloud provider's In addition,contractors submitting services for listing under this
service. SIN are encouraged to select a sub-category for each service
• Virtual machine configurations created by the government proposed under this SIN with respect to a single principal NIST
but operating on the cloud provider's service. cloud service model that most aptly characterizes the service.
Service model categorization is optional.
• Profile,configuration and other metadata used to configure Both service and deployment model designations must accord
SaaS application services or PaaS platform services. with NIST definitions.Guidance is offered in this document on
making the most appropriate selection.
The key is to determine in advance the ownership of classes of
data and the means by which Government owned data can be a. NIST Essential Characteristics
returned to the Government.
General Guidance
k. Service Location Distribution
The Ordering Activity should determine requirements for NIST's essential cloud characteristics provide a consistent metric
continuity of operations and performance and engage with the for whether a service is eligible for inclusion in this SIN.It is
Contractor to ensure that cloud services have adequate service understood that due to legislative,funding and other constraints
location distribution to meet anticipated requirements.Typical that government entities cannot always leverage a cloud service
concerns include ensuring that: to the extent that all NIST essential characteristics are
commercially available.For the purposes of the Cloud SIN,
(1) Physical locations underlying the cloud are numerous meeting the NIST essential characteristics is determined by
enough to provide continuity of operations and geographically whether each essential capability of the commercial service is
separate enough to avoid an anticipated single point of failure available for the service,whether or not the Ordering Activity
within the scope of anticipated emergency events. actually requests or implements the capability.The guidance in
Table 3 offers examples of how services might or might not be
(2) Service endpoints for the cloud are able to meet included based on the essential characteristics,and how the
anticipated performance requirements in terms of geographic Contractor should interpret the characteristics in light of current
proximity to service requestors. government contracting processes.
Note that cloud providers may address concerns in the form of Table 3:Guidance on Meeting NIST Essential Characteristics
minimum distance between service locations,general regions
where service locations are available,etc. Characteristic Capability Guidance
On-demand Government procurement
I. Related Professional Services self-service •Ordering guidance varies on how to
Ordering activities should engage with Contractors to discuss the activities can implement on-demand
availability of limited assistance with initial setup,training and directly provisioning at this time.
access to the services that may be available through this SIN. provision
Any additional substantial and ongoing professional services services Ordering activities may
related to the offering such as integration,migration,and other without approach on-demand in a
cloud professional services are out of scope for this SIN. requiring variety of ways,including
Ordering activities should consult the appropriate GSA Contractor "not-to-exceed"limits,or
professional services schedule. intervention. imposing monthly or annual
•This payments on what are
5. GUIDANCE FOR CONTRACTORS characteristic essentially on demand
This section offers guidance for interpreting the Contractor is typically services.
Description Requirements in Table 2,including the NIST implemented
essential cloud characteristics,service models and deployment via a service Services under this SIN must
models.This section is not a list of requirements. console or be capable of true on-
programming demand self-service,and
Contractor-specific definitions of cloud computing characteristics interface for ordering activities and
and models or significant variances from the NIST essential provisioning Contractors must negotiate
characteristics or models are discouraged and will not be how they implement on
considered in the scope of this SIN or accepted in response to demand capabilities in
Factors for Evaluation.The only applicable cloud characteristics, practice at the task order
service model/subcategories and deployment models for this SIN level:
will be drawn from the NIST 800-145 special publication.Services
qualifying for listing as cloud computing services under this SIN •Ordering activities must
must substantially satisfy the essential characteristics of cloud specify their procurement
computing as documented in the NIST Definition of Cloud approach and requirements
Computing SP 800-145.6 for on-demand service
•Contractors must propose
how they intend to meet the
approach
•Contractors must certify
hitp:/lcsrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf that on-demand self-service
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Characteristic Capability Guidance Characteristic Capability Guidance
is technically available for arrangements for
their service should procurement and payment.
procurement guidance •'Rapid'should be
become available. understood as measured in
Broad Network minutes and hours,not days
Access •Ordering •Broad network access must or weeks.
activities are be available without •Elastic capabilities by
able to access significant qualification and in manual request,e.g.via a
services over relation to the deployment console operation or
standard model and security domain of programming interface call,
agency the service are required.
networks •Contractors must specify •Automated elasticity which
any ancillary activities, is driven dynamically by
•Service can services or equipment system load,etc.is optional.
be accessed required to access cloud Contractors must specify
and consumed services or integrate cloud whether automated demand-
using standard with other cloud or non-cloud driven elasticity is available
devices such networks and services.For and the general mechanisms
as browsers, example,a private cloud that drive the capability.
tablets and might require an Ordering Measured
mobile phones Activity to purchase or Service •Measured •Procurement guidance for
provide a dedicated router, service should on-demand self-service
etc.which is acceptable but be understood applies to measured service
should be indicated by the as a reporting as well,i.e.rapid elasticity
Contractor. requirement must be technically available
Resource that enables but ordering activities and
Pooling Pooling •The cloud service must an Ordering Contractors may mutually
distinguishes draw from a pool of Activity to designate other contractual
cloud services resources and provide an control their arrangements.
from offsite automated means for the use in •Regardless of specific
hosting. Ordering Activity to cooperation contractual arrangements,
•Ordering dynamically allocate them. with self reporting must indicate actual
activities draw •Manual allocation,e.g. service usage,be continuously
resources manual operations at a available to the Ordering
from a physical server farm where Activity,and provide
common pool Contractor staff configure meaningful metrics
maintained by servers in response to appropriate to the service
the Contractor Ordering Activity requests, measured
1 •Resources does not meet this •Contractors must specify
may have requirement that measured service is
general •Similar concerns apply to available and the general sort
characteristics software and platform of metrics and mechanisms
such as models;automated available
regional provisioning from a pool is
location required Inheriting Essential Characteristics
•Ordering activities may
request dedicated physical Cloud services may depend on other cloud services,and cloud
hardware,software or service models such as PaaS and SaaS are able to inherit
platform resources to access essential characteristics from other cloud services that support
a private cloud deployment them.For example,a PaaS platform service can inherit the broad
service.However,the network access made available by the laaS service it runs on,
provisioned cloud resources and in such a situation would be fully compliant with the broad
must be drawn from a network access essential characteristic.Services inheriting
common pool and essential characteristics must make the inherited characteristic
automatically allocated on fully available at their level of delivery to claim the relevant
request. characteristic by inheritance.
Rapid
Elasticity •Rapid •Rapid elasticity is a specific Inheriting characteristics does not require the inheriting provider
provisioning demand-driven case of self- to directly bundle or integrate the inherited service,but it does
and de- service require a reasonable measure of support and identification.For
provisioning •Procurement guidance for example,the Ordering Activity may acquire an laaS service from
commensurate on-demand self-service "Provider A"and a PaaS service from Provider B".The PaaS
with demand applies to rapid elasticity as service may inherit broad network access from"Provider A"but
well,i.e.rapid elasticity must must identify and support the inherited service as an acceptable
be technically available but laaS provider.
ordering activities and
Contractors may mutually Assessing Broad Network Access
negotiate other contractual
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Typically,broad network access for public deployment models requirements with service characteristics.Contractors should
implies high bandwidth access from the public internet for select the most intuitive and appropriate service model from the
authorized users.In a private cloud deployment internet access point of view of an Ordering Activity.
might be considered broad access,as might be access through a
dedicated shared high bandwidth network connection from the (2) Primary Focus of the Service.Services may offer a
Ordering Activity,in accord with the private nature of the mix of capabilities that span service models in the strict technical
deployment model. sense.For example,a service may offer both laaS capabilities for
processing and storage,along with some PaaS capabilities for
Resource Pooling and Private Cloud application deployment,or SaaS capabilities for specific
applications.In a service mix situation,the Contractor should
All cloud resource pools are finite,and only give the appearance select the service model that is their primary focus.Alternatively,
of infinite resources when sufficiently large,as is sometimes the contractors may choose to submit multiple service offerings for
case with a public cloud.The resource pool supporting a private the SIN,each optionally and separately subcategorized.
cloud is typically smaller with more visible limits.A finite pool of
resources purchased as a private cloud service qualifies as (3) Ordering Activity Role.Contractors should consider the
resource pooling so long as the resources within the pool can be operational role of the Ordering Activity's primary actual
dynamically allocated to the ultimate users of the resource,even consumer or operator of the service.For example,services most
though the pool itself appears finite to the Ordering Activity that often consumed by system managers are likely to fit best as
procures access to the pool as a source of dynamic service laaS;services most often consumed by application deployers or
allocation. developers as PaaS,and services most often consumed by
business users as SaaS.
b. NIST Service Model
(4) Lowest Level of Configurability.Contractors can
The Contractor may optionally document the service model of consider IaaS,PaaS and SaaS as an ascending hierarchy of
cloud computing(e.g.IaaS,PaaS,SaaS,or a combination complexity,and select the model with the lowest level of available
thereof,that most closely describes their offering,using the Ordering Activity interaction.As an example,virtual machines are
definitions in The NIST Definition of Cloud Computing SP 800- an laaS service often bundled with a range of operating systems,
145.The following guidance is offered for the proper selection of which are PaaS services.The Ordering Activity usually has
service models. access to configure the lower level IaaS service,and the overall
service should be considered laaS.In cases where the Ordering
NIST's service models provide this SIN with a set of consistent Activity cannot configure the speed,memory,network
sub-categories to assist ordering activities in locating and configuration,or any other aspect of the IaaS component,
comparing services of interest.Service model is primarily consider categorizing as a PaaS service.
concerned with the nature of the service offered and the staff and
activities most likely to interact with the service.Contractors Cloud management and cloud broker services should be
should select a single service model most closely corresponding categorized based on their own characteristics and not those of
to their proposed service based on the guidance below.ft is the other cloud services that are their targets.Management and
understood that cloud services can technically incorporate broker services typically fit the SaaS service model,regardless of
multiple service models and the intent is to provide the single whether the services they manage are SaaS,PaaS or laaS.Use
best categorization of the service. Table 3 to determine which service model is appropriate for the
cloud management or cloud broker services,or,alternately
Contractors should take care to select the NIST service model choose not to select a service model for the service.
most closely corresponding to each service offered.Contractors The guidance in Table 3 offers examples of how services might
should not invent,proliferate or select multiple cloud service be properly mapped to NIST service models and how a
model sub-categories to distinguish their offerings,because ad- Contractor should interpret the service model sub-categories.
hoc categorization prevents consumers from comparing similar
offerings.Instead vendors should make full use of the existing Table 3:Guidance on Mapping to NIST Service Models
NIST categories to the fullest extent possible.
Service Guidance
For example,in this SIN an offering commercially marketed by a Model
Contractor as"Storage as a Service"would be properly laaS Select an IaaS model for service-based
characterized as Infrastructure as a Service(laaS),storage being Infrastructure equivalents of hardware appliances such as
a subset of infrastructure.Services commercially marketed as as a Service virtual machines,storage devices,routers and
"LAMP as a Service"or"Database as a Service"would be other physical devices.
properly characterized under this SIN as Platform as a Service •laaS services are typically consumed by
(PaaS),as they deliver two kinds of platform services.Services system or device managers who would configure
commercially marketed as"Travel Facilitation as a Service"or physical hardware in a non-cloud setting
"Email as a Service"would be properly characterized as species •The principal customer interaction with an laaS
of Software as a Service(SaaS)for this SIN. service is provisioning then configuration,
equivalent to procuring and then configuring a
However,Contractors can and should include appropriate physical device.
descriptions(include commercial marketing terms)of the service
in the full descriptions of the service's capabilities. Examples of laaS services include virtual
machines,object storage,disk block storage,
When choosing between equally plausible service model sub- network routers and firewalls,software defined
categories,Contractors should consider several factors: networks.
Gray areas include services that emulate or act
(1) Visibility to the Ordering Activity.Service model sub- as dedicated appliances and are directly used by
categories in this SIN exist to help Ordering Activities match their applications,such as search appliances,security
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Service Guidance Service Guidance
Model Model
appliances,etc.To the extent that these services •They must be configured with customer data
or their emulated devices provide direct and structures to deliver results
capability to an application they might be better
classified as Platform services(PaaS).To the As noted in laaS,operating systems represent a
extent that they resemble raw hardware and are grey area in that OS is definitely a platform
consumed by other platform services they are service but is typically bundled with laaS
better classified as laaS. infrastructure.If your service provides an OS but
PaaS Select a PaaS model for service-based allows for interaction with infrastructure,please
Platform as equivalents of complete or partial software sub-categorize it as laaS.If your service"hides"
a Service platforms.For the purposes of this classification, underlying infrastructure,consider it as PaaS.
consider a platform as a set of software services SaaS Select a SaaS model for service-based
capable of deploying all or part of an application. Software as equivalents of software applications.
•A complete platform can deploy an entire a Service
application.Complete platforms can be •SaaS services are typically consumed by
proprietary or open source business or subject-matter staff who would
•Partial platforms can deploy a component of an interact directly with the application in a non-
application which combined with other cloud setting
components make up the entire deployment •The principal customer interaction with a SaaS
•PaaS services are typically consumed by service is actual operation and consumption of
application deployment staff whose responsibility the application services the SaaS service
is to take a completed agency application and provides.
cause it to run on the designated complete or
partial platform service Some minor configuration may be available,but
•The principal customer interaction with a PaaS the scope of the configuration is limited to the
service is deployment,equivalent to deploying an scope and then the permissions of the
application or portion of an application on a configuring user.For example,an agency
software platform service. manager might be able to configure some
•A limited range of configuration options for the aspects of the application for their agency but not
platform service may be available. all agencies.An agency user might be able to
configure some aspects for themselves but not
Examples of complete PaaS services include: everyone in their agency.Typically,only the
•A Linux/Apache/MySQUPHP(LAMP)platform Contractor would be permitted to configure
ready to deploy a customer PHP application, aspects of the software for all users.
•a Windows.Net platform ready to deploy a.Net Examples of SaaS services include email
application, systems,business systems of all sorts such as
•A custom complete platform ready to develop travel systems,inventory systems,etc.,wiki's,
and deploy a customer application in a websites or content management systems,
proprietary language management applications that allow a customer
•A multiple capability platform ready to deploy to manage other cloud or non-cloud services,
an arbitrary customer application on a range of and in general any system where customers
underlying software services. interact directly for a business purpose.
Gray areas include services that customers use
The essential characteristic of a complete PaaS to configure other cloud services,such as cloud
is defined by the customer's ability to deploy a management software,cloud brokers,etc.In
complete custom application directly on the general,these sorts of systems should be
platform. considered SaaS,per guidance in this document.
PaaS includes partial services as well as
complete platform services.Illustrative examples c. Deployment Model
of individual platform enablers or components
include: Deployment models(e.g.private,public,community,or hybrid)
•A database service ready to deploy a are not restricted at the SIN level and any specifications for a
customer's tables,views and procedures, deployment model are the responsibility of the Ordering Activity.
•A queuing service ready to deploy a customer's Multiple deployment model selection is permitted,but at least one
message definitions model must be selected.The guidance in Table 4 offers
•A security service ready to deploy a customer's examples of how services might be properly mapped to NIST
constraints and target applications for continuous deployment models and how the Contractor should interpret the
monitoring deployment model characteristics.Contractors should take care
to select the range of NIST deployment models most closely
The essential characteristic of an individual PaaS corresponding to each service offered.
component is the customer's ability to deploy
their unique structures and/or data onto the Note that the scope of this SIN does not include hardware or
component for a partial platform function. software components used to construct a cloud,only cloud
capabilities delivered as a service,as noted in the Scope section.
Note that both the partial and complete PaaS
examples all have two things in common: Table 4:Guidance for Selecting a Deployment Model
•They are software services,which offer
significant core functionality out of the box Deployment I Guidance
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Model
Private The service is provided exclusively for the benefit
Cloud of a definable organization and its components;
access from outside the organization is
prohibited.The actual services may be provided
by third parties,and may be physically located as
required,but access is strictly defined by
membership in the owning organization.
Public The service is provided for general public use and
Cloud can be accessed by any entity or organization
willing to contract for it.
Community The service is provided for the exclusive use of a
Cloud community with a definable shared boundary
such as a mission or interest.As with private •
cloud,the service may be in any suitable location
and administered by a community member or a
third party.
Hybrid The service is composed of one or more of the
Cloud other models.Typically,hybrid models include
some aspect of transition between the models
that make them up,for example a private and
public cloud might be designed as a hybrid cloud
where events like increased load permit certain
specified services in the private cloud to run in a
public cloud for extra capacity,e.g.bursting.
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TERMS AND CONDITIONS APPLICABLE TO d. The 5 subcategories CDM capabilities specified under this
CONTINUOUS DIAGNOSTICS AND MITIGATION SIN are:
(CDM) TOOLS SIN 132-44 1) Manage"What is on the network?":Identifies the
existence of hardware,software,configuration
1. GLOSSARY OF DEFINITIONS characteristics and known security vulnerabilities.
a. "Documentation"shall mean Manufacturer's then current 2) Manage"Who is on the network?":Identifies and
help guides,specifications and operating manuals issued by determines the users or systems with access
Manufacturer and made generally available by Manufacturer authorization,authenticated permissions and granted
for the Equipment and/or Software whether on-line or in hard resource rights.
copy. 3) Manage"How is the network protected?":Determines
the user/system actions and behavior at the network
b. "Equipment"shall mean the computer hardware identified boundaries and within the computing infrastructure.
on Attachment B to this schedule pricelist. 4) Manage'What is happening on the network?":
Prepares for events/incidents,gathers data from
c. "Equipment Maintenance Services"shall mean the appropriate sources;and identifies incidents through
Equipment maintenance services provided by Contractor analysis of data.
through an applicable Manufacturer under this contract in 5) Emerging Tools and Technology:Includes CDM
accordance with the Manufacturer's then-current cybersecurity tools and technology not in any other
Maintenance Services Policy. subcategory.
d. "Software Maintenance Services"shall mean the 5 subcategories represent the scope of the CDM program and
Software maintenance and support services provided by reflect widely exercised functional and operational scenarios that
CDM is interested in identifying,monitoring and addressing from
Contractor through an applicable Manufacturer under this
contract in accordance with the Manufacturer's then current a security perspective.
Maintenance Services Policy. To provide a holistic security approach,these capabilities
e. "Maintenance Services Policy"shall mean the adhere to the National Institute of Science and Technology
commercial terms describing a Manufacturer's standard (NIST)cybersecurity Framework security functions to
Equipment or Software maintenance and support offerings, identify,protect,detect,respond and recover.CDM also
policies and procedures,a copy of which is located on supports and can be used in the NIST Risk Management
Attachment A to this schedule pricelist. Framework(RMF)to achieve ongoing assessment and
authorization.
f. "Services"shall mean services associated with products,
other than Software Maintenance Services,Equipment As shown in Table 1,the 5 CDM Tools SIN subcategories
Maintenance Services,and training. cover the previous CDM BPA 15 CDM Tool Functional Areas
(TFAs)and allow for future innovation.
g. "Software"shall mean(i)the version of the computer
program identified on Attachment B and(ii)updates to such Table 1: SIN to TFA mapping
programs. 5 SIN Subcategories 15 CDM BPA TFAs
2. SCOPE 1.Manage"What is on the •TFA 1—Hardware Asset
a. Special Item Number(SIN) 132-44 Continuous Diagnostics network? Management
and Mitigation(CDM)Tools is a solutions SIN.This SIN •TFA 2—Software Asset
includes both Equipment and Software products and any Management
associated services for the products to include installation, •TFA 3—Configuration
maintenance,and training. Settings Management
•TFA 4—Vulnerability
b. In addition to the terms and conditions of this CDM SIN:the Management
terms and conditions of SIN 132-8 shall apply to the 2.Manage'Who is on the •TFA 6—Manage Trust in
purchase of Equipment provided under the CDM SIN;the network?" People Granted Access
terms and conditions of SIN 132-12 shall apply to •TFA 7—Manage
Equipment Maintenance Services provided under the CDM Security-Related Behavior
SIN;the terms and conditions of SINs 132-32,132-33,and •TFA 8—Manage
132-34 shall apply to Software and Software Maintenance Credential and
Services provided under the CDM SIN;and the terms and Authentication
conditions of SIN 132-50 shall apply to the purchase of •TFA 9—Manage
training courses provided under the CDM SIN. Account/Access/Manage
Privileges
c. 132-44-Continuous Diagnostics and Mitigation Tools- 3.Manage"How is the •TFA 5—Manage
SUBJECT TO COOPERATIVE PURCHASING-Includes boundary protected?"for Network Access Controls
Continuous Diagnostics and Mitigation(CDM)Approved BOUND
Products List(APL)Equipment and Software products/tools 4.Manage"What is •TFA 10—Prepare for
and associated Services and Maintenance Services.The full happening on the Contingencies and
complement of CDM subcategories includes tools, network?"for MNGEVT Incidents
associated Maintenance Services,and other related •TFA 11—Respond to
activities such as training. Contingencies and
Incidents
4.Manage'What is •TFA 12—Design and
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happening on the Build in Requirements
network?"for DBS Policy and Planning Focus:The primary focus of Mange Boundary Protection is to
•TFA 13—Design and determine"How is the boundary protected?';that is,to determine
Build in Quality the user/system actions and behavior at the physical/logical
4.Manage"What is •TFA 14—Manage Audit network boundaries and within the computing infrastructure.
happening on the Information
network?"for OMI •TFA 15—Manage "How is the boundary protected?"is based on Phase 3 BOUND
Operation Security requirements to defend physical and logical network boundaries
5.Emerging Tools and Future innovations and identify abnormal behavior(of networks and users)that may
Technologies identify that an incident has occurred.
(1)Manage"What is on the network?" This CDM capability covers verification and validation of logical
and physical network interfaces to reduce intrusive,malicious,
Focus:The primary focus of Manage Assets is to identify"What and disruptive attacks;cryptographic mechanisms ensure
is on the network?";that is,to identify the existence of hardware, confidentiality and integrity of data on the network;and methods
software,configuration characteristics and known security to identify security incidents.
vulnerabilities.
These CDM capabilities support the Cybersecurity Framework
Manage hardware and software baseline system inventory is functions of:identify,protect and detect.
based on Phase 1 Hardware Asset Management(HWAM)and
Software Asset Management(SWAM)requirements that requires (4)Manage"What is happening on the network?"
the discovery and identification of devices to define a baseline of
inventory hardware and software assets to establish the Agency's Due to the complexity to manage'What is happening on the
span of control. network?";this area is covered by three focus areas:
a. Manage Events(MNGEVT)
Hardware and software configurations are based on Phase 1 b. Operate,Monitor and Improve(OMI)
Configuration Settings Management(CSM)requirements to c. Design and Build in Security(DBS)
ensure that hardware and software(specifically the operating
system and installed applications)assets are securely configured Manage Events
and hardened.
Focus:Manage Events is responsible for preparing for
Manage vulnerabilities is based on Phase 1 Vulnerability events/incidents,gathering appropriate audit data from
Management(VUL)requirements to identify and manage appropriate sources,identifying incidents through analysis of
vulnerabilities in software installed on network devices to data,and performing ongoing assessment.
minimize exploitation of known software weaknesses.
Manage Events is based on the Phase 3 MNGEVT requirements
These CDM capabilities cover verification and validation for the to prepare for incidents/events(through processes,policies,and
existence of hardware infrastructure devices;the accurate procedures),gather appropriate audit/log data from appropriate
identification of approved software components;verification and sources,and identify events/incidents(network and user
validation that hardware devices have the correct security abnormal behavior)through the analysis of audit/log data.
configuration settings,and system platform is hardened to reduce
the platform attack surface;and the identification and Manage Events supports the runtime collection of attributes
management of risks presented by known software weaknesses (actual state)and continuous monitoring of the policies related to
that are subject to exploitation. attributes for Ongoing Assessment(actual state vs.desired state)
to enhance current or apply new security and privacy controls and
These CDM capabilities support the Cybersecurity Framework countermeasures.The results of the Ongoing Assessment will be
functions of:identify,protect and detect. used as inputs to OMI Ongoing Authorization risk assessment
process to determine if the level of risk remains acceptable for a
(2)Manage''Who is on the network?" given information system to support continued authorization and
operation.
Focus:The primary focus of Manage People is to determine
"Who is on the network?";that is,identify and determine the Ongoing Assessment is the continuous process of comparing
users or systems with authorized access. security related attributes between the Actual State and the
Desired State.This comparison is performed by the CDM Policy
Manage People is based on Phase 2 PRIV,CRED,TRUST and Decision Point(PDP).The discrepancy between Actual State and
BEHAVE requirements that require the management of Desired state impacts the security posture of the implementation
users/accounts as an asset to assure the appropriate individual of NIST SP 800-53 controls and countermeasures.The results of
has the right access to the right resource. the Ongoing Assessment are used to evaluate the changes in
risk posture associated with the discrepancy.Ideally,the Ongoing
This COM capability covers the verification and validation of Assessment process is fully automated with the Desired State
allowed user privileges,issuance and management of user being encoded in the CDM PDP and the Actual State being
owned credentials,appropriate user security behavior training, measured using CDM sensors.
trustworthiness, authenticated permissions,and management of
resource access rights granted to users. This CDM capability covers verification and validation of
processes,policies,and procedures supporting cybersecurity
These CDM capabilities support the Cybersecurity Framework preparation,audit and log data collection,security analysis of
functions of:identify,protect and detect. audit/log data,incident reporting to provide forensic evidence of
malicious or suspicious behavior,and ongoing assessment.
(3)Manage"How is the boundary protected?"
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EC America, Inc.
a subsidiary of ( ImmlxGroup
To provide a holistic security approach,this capability adheres to which can directly or indirectly affect the supply chain,which
the Cybersecurity Framework security functions to identify, often go undetected,and may result in risks to the acquirer.The
protect,detect,respond and recover CDM also supports and can purpose of Supply Chain Risk Management(SCRM)is to enable
be used in the NIST Risk Management Framework(RMF)to the provisioning of the least vulnerable solutions to agencies,
achieve ongoing assessment and authorization. through a robust assessment of supply chain risks,
communication about those risks to the agencies,and
Operate,Monitor and Improve appropriate response and monitoring of those risks throughout
the entire system lifespan.
Focus:Operate,Monitor and Improve is responsible for audit
data aggregation,correlation,and analysis,incident prioritization This CDM capability covers verification and validation of
and response,and post-incident activities(e.g.,information processes/procedures to prevent and detect software
sharing). vulnerabilities,to determine the provenance of system
components,and to measure software assurance for built and
Operate,Monitor and Improve is based on Phase 3 OMI acquired software components.
requirements for audit data aggregation,correlation and analysis,
incident prioritization and response,and post incident activities To provide a holistic security approach,this capability adheres to
(e.g.,information sharing). the Cybersecurity Framework security functions to identify,
protect,detect,respond and recover to security infractions due to
Ongoing Authorization is the continuous evaluation of the malicious behavior and unintentional user actions during normal
change in risk level related to changes in security policies operations.
concerning static object attributes(i.e.,actual state and
desired state)for threat behaviors that impact the security (5)Emerging Tools and Technologies
posture.This impact to security is measured by capturing
changes in existing safeguards(e.g.,NIST SP 800-53 Focus:Innovative capabilities to cybersecurity not currently
controls and countermeasures)and identification of new encompassed by the other capability areas.
component weaknesses and vulnerabilities. 3. STANDARDS COMPLIANCE
This CDM capability covers verification and validation of Contractors providing offerings through the CDM Tools SIN must
processes/procedures to aggregate,correlate,and analyze provide compliant products and services in accordance with the
audit/log data,to prioritize incidents and associated response laws and standards cited herein.Additional laws and standards
actions,to quickly mitigate the impact of an incidents,to take may be applicable to specific orders and Blanket Purchase
appropriate remediation actions to eliminate the impact(restore Agreements.
normal operations)of the same incident,to support information
sharing and collaboration(both internal and external)to minimize 4. ORDER
or prevent impact of future incidents,and ongoing authorization. a. Written orders,EDI orders(GSA Advantage!and FACNET),
credit card orders,and orders placed under blanket
To provide a holistic security approach,this capability adheres to purchase agreements(BPA)agreements shall be the basis
the Cybersecurity Framework security functions to identify, for purchase in accordance with the provisions of this
protect,detect,respond and recover.CDM also supports and can contract.If time of delivery extends beyond the expiration
be used in the NIST Risk Management Framework(RMF)to date of the contract,the Contractor will be obligated to meet
achieve ongoing assessment and authorization. the delivery and installation date specified in the original
order.
Design and Build in Security
b. All delivery or task orders are subject to the terms and
Focus:Design and Build in Security is responsible for preventing conditions of the contract.In the event of conflict between
exploitable vulnerabilities from being effective in the an order and the contract,the contract will take precedence.
software/system while in development or deployment. The
Design and Build in Security process is focused on identifying, 5. ENTERPRISE USER LICENSE AGREEMENTS
controlling and removing weaknesses/vulnerabilities from the REQUIREMENTS(EULA)/COMMERCIAL SUPPLIER
software/system.Exploitable vulnerabilities may include AGREEMENTS(CSAs)
software/system design,coding errors,software/system designs The Contractor shall provide all Commercial Supplier Agreements
that leave a large and complex attack surface that cannot be (CSAs)to include End User License Agreements(EULAs)or
defended,and weaknesses that can only be exploited during Terms of Service(ToS)in an editable Microsoft Office(Word)
system/software execution. format.
Design and Build in Security is based on the Phase 3 DBS 6. TECHNICAL SERVICES
requirements that extend the focus of Phase 1 Software Asset a. A hotline technical support number for the purpose of
Management and Vulnerability Management to achieve a level of providing user assistance and guidance in the
confidence that software is free from vulnerabilities,either implementation of any software provided as part of
intentionally designed into the software or accidentally inserted at Equipment Maintenance Services or Software Maintenance
any time during its life cycle and that the software functions in the Services.
intended manner.
The U.S.government and critical infrastructure sectors are 7. PERFORMANCE OF SERVICES ASSOCIATED WITH
increasingly dependent on commercial products and systems, PRODUCTS
which present significant benefits including low cost, a. The Contractor shall commence performance of Services on
interoperability,rapid innovation,a variety of product features, the date agreed to by the Contractor and the Ordering
and choice among competing vendors.However,with some of Activity.
these benefits there is an increase in the risk of a threat event
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EC America, Inc.
a subsidiary of (4 ImmixGroup
b. The Contractor agrees to render Services during normal
working hours,unless otherwise agreed to by the Contractor
and the Ordering Activity.
c. The Ordering Activity should include the criteria for
satisfactory completion of each order.Services shall be
completed in a good and workmanlike manner.
d. Any Contractor travel required in the performance of the
CDM Tools SIN for a specific requirement at the order level
must comply with the Federal Travel Regulation or Joint
Travel Regulations,as applicable,in effect on the date(s)
the travel is performed.Established Federal Government per
diem rates will apply to all Contractor travel.Contractors
cannot use GSA city pair contracts.All travel will be agreed
upon with the Ordering Activity prior to the Contractor's
travel.
8. RESPONSIBILITIES OF THE CONTRACTOR
a. The Contractor shall comply with all laws,ordinances,and
regulations(Federal,State,City,or otherwise)covering work
of this character.If the end product of an order is custom-
developed software,FAR 52.227-14 Rights in Data may
apply.
b. The Contractor shall comply with contract clause(FAR
52.204-21)for the basic safeguarding of contractor
information systems that process,store,or transmit Federal
contract information(as defined in the contract clause)
received by the Contractor in performance of the contract.
9. INVOICES FOR SERVICES
The Contractor,upon completion of the Services ordered,shall
submit invoices.FAR 52.212-4 in the contract contains terms for
commercial items.Progress payments may be authorized by the
ordering activity on individual orders if appropriate.Progress
payments shall be based upon completion of defined milestones
or interim products.Invoices shall be submitted monthly for
•
recurring Services performed during the preceding month
10. DESCRIPTION OF PRODUCTS AND SERVICES AND
PRICING
The Contractor shall provide a description of offerings under CDM
Tools SIN in the same manner as the Contractor sells to its
commercial and Ordering Activity customers.The Contractor
shall provide pricing and a description with part numbers for
products and the associated services that have been approved
as part of the Product Qualification Requirements of the SIN.Any
applicable delivery and licensing terms should be included.
11. TOTAL SOLUTION
a. Labor categories/qualifications are not included in this SIN;
however,ordering activities may acquire a total solution to
meet a specific requirement for an order or BPA involving
multiple IT Schedule 70 SINs.Contractors report the sales
to GSA under the SINs the items are sold.For example,an
agency may post an RFQ requesting a total solution
anticipating offerings from multiple SINs,such as IT
Professional Services 132-51 or Highly Adaptive
Cybersecurity Services(HACS)132-45A-D along with CDM
Tools 132-44 for products and product associated services.
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EC America, Inc.
a subsidiary or ('ImmixGroup
TERMS AND CONDITIONS APPLICABLE TO
PURCHASE OF TRAINING COURSES FOR
GENERAL PURPOSE COMMERCIAL 8. INVOICES AND PAYMENT
INFORMATION TECHNOLOGY EQUIPMENT AND Invoices for training shall be submitted by the Contractor after
Ordering Activity completion of the training course. Charges for
SOFTWARE(SPECIAL ITEM NUMBER 132-50) training must be paid in arrears(31 U.S.C.3324). PROMPT
PAYMENT DISCOUNT, IF APPLICABLE,SHALL BE SHOWN
1. GLOSSARY OF DEFINITIONS ON THE INVOICE.
a. "Training Materials"shall mean the,manuals,handbooks, 9. FORMAT AND CONTENT OF TRAINING
texts,handouts,etc.normally provided with course offerings.
a. The Contractor or its Manufacturer shall provide the Training
b. "Training Catalog"shall mean the document setting out a Materials normally provided with course offerings. Unless
description of the training services and courses offered stated otherwise in an applicable Manufacturer's Training
along with the related policies and procedures in regard to Catalog,such documentation will become the property of the
such training. student upon completion of the training class,provided,
however,Contractor and or its Manufacturer shall retain all
2. SCOPE right,title and interest to the intellectual property rights
a. The Contractor through the Manufacturer shall provide contained therein(e.g.,copyrights)and provided further,
training courses normally available to commercial however,that such Training Materials shall be considered
customers,which will permit Ordering Activity users to make the Confidential Information of Manufacturer and subject to
full,efficient use of general purpose commercial IT products. the non-disclosure provisions set forth above in the terms
Training is restricted to training courses for those products applicable to SINS 132-32,132-33 and 132-34.
within the scope of this solicitation. b. For hands-on training courses,there must be a one-to-one
b. The Contractor shall provide training at the Contractor's or assignment of IT equipment to students.
Manufacturer's facility and/or at the Ordering Activity's c. The Contractor shall provide each student with a Certificate
location,as agreed to by the Contractor and the Ordering of Training at the completion of each training course.
Activity.
3. ORDER d. The Training Catalog shall provide most of the following
information for each training course offered:
Written orders,EDI orders(GSA Advantage!and FACNET),
credit card orders,and orders placed under blanket purchase (1) The course title and a brief description of the course
agreements(BPAs)shall be the basis for the purchase of training content,to include the course format(e.g.,lecture,
courses in accordance with the terms of this contract. Orders discussion,hands-on training);
shall include the student's name,course title,course date and
time,and contracted dollar amount of the course. (2) The length of the course;
4. TIME OF DELIVERY
(3) Mandatory and desirable prerequisites for student
The Contractor or its Manufacturer shall conduct training on the enrollment;
date(time,day,month,and year)agreed to by the Contractor
and the Ordering Activity. (4) The minimum and maximum number of students per
class;
5. CANCELLATION AND RESCHEDULING
a. Terms and conditions governing a Manufacturer's (5) The locations where the course is offered;
cancellation and rescheduling policies are as set forth in the
applicable Manufacturer's Training Catalog. (6) Class schedules;and
b. The Ordering Activity reserves the right to substitute one (7) Price(per student,per class(if applicable)).
student for another up to the first day of class.
e. For those courses conducted at the Ordering Activity's
c. In the event the Contractor is unable to conduct training on location,instructor travel charges(if applicable),including
the date agreed to by the Contractor and the Ordering mileage and daily living expenses(e.g.,per diem charges)
Activity,Contractor must notify the Ordering Activity at least are governed by Pub.L.99-234 and FAR Part 31.205-46,
seventy-two(72)hours before the scheduled training date. and are reimbursable by the ordering activity on orders
placed under the Multiple Award Schedule,as applicable,in
6. FOLLOW-UP SUPPORT effect on the date(s)the travel is performed.Contractors
Follow-up support to training courses is not available under the cannot use GSA city pair contracts. The Industrial Funding
scope of this schedule contract unless expressly set forth in an Fee does NOT apply to travel and per diem charges.
applicable Manufacturer's Training Catalog and,in that case, f. For Online Training Courses,a copy of all training material
follow-support shall be provided as stated therein. must be available for electronic download by the students.
7. PRICE FOR TRAINING 10. "NO CHARGE"TRAINING
The price that the Ordering Activity will be charged will be the "No charge"training is not available under the scope of this
Ordering Activity training price in effect at the time of order schedule contract.
placement,or the Ordering Activity price in effect at the time the
training course is conducted,whichever is less.
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EC America, Inc.
a subsidiary of ('ImmlxGroup
TERMS AND CONDITIONS APPLICABLE TO
INFORMATION TECHNOLOGY(IT) b. The Contractor agrees to render services only during normal
PROFESSIONAL SERVICES(SPECIAL ITEM working hours,unless otherwise agreed to by the Contractor
and the Ordering Activity.
NUMBER 132-51)
c. The Ordering Activity should include the criteria for
1. GLOSSARY OF DEFINITIONS satisfactory completion for each task in the Statement of
a. "Service Provider"shall mean a Manufacturer or provider Work or Delivery Order. Services shall be provided in a
of the IT Professional Services offered to Contractor through a good and workmanlike manner.
letter of supply to be sold to Ordering Activities under this d. Any Contractor travel required in the performance of IT
contract. Services must comply with the Federal Travel Regulation or
b. "Statement of Work"shall mean the mutually agreed upon Joint Travel Regulations,as applicable,in effect on the
document between Contractor and Ordering Activity setting forth delves)the travel is performed.Established Federal
the description of services to be performed including milestones, Government per rates will applyto all Contractor travel.
any specifications and evaluation criteria. Contractors cannot use GSA city pair contracts.
2. SCOPE 6. STOP-WORK ORDER(FAR 52.242-15)(AUG 1989)
a. The prices, and conditions stated under Special Item a. The Contracting Officer may,at any time,by written order to
Number 132-51termsandInformandtion Technology tated Professional the Contractor,require the Contractor to stop all,or any part,
Services apply exclusively to IT Professional Services within of the the orderrk caisd for eby thisdtcontractefor Contractor,a pand foof 90 yays
the scope of this Information Technology Schedule. afterrrideli h the p themygre . h for any
further period to which the parties may agree.The order
b. The Contractor shall provide services at the Contractor's shall be specifically identified as a stop-work order issued
facility and/or at the Ordering Activity location,as agreed to shalli this clause.Upon receipt and
the Contractor
shall immediately comply with itss terms atake all
by the Contractor and the Ordering Activity. reasonable steps to minimize the incurrence of costs
3. PERFORMANCE INCENTIVES I-FSS-60 Performance allocable to the work covered by the order during the period
of work stoppage.Within a period of 90 days after a stop-
Incentives(April 2000) work is delivered to the Contractor,or within any extension
a. Performance incentives may be agreed upon between the of that period to which the parties shall have agreed,the
Contractor and the Ordering Activity on individual fixed price Contracting Officer shall either-
orders or Blanket Purchase Agreements under this contract. (1) Cancel the stop-work order;or
(2) Terminate the work covered by the order as provided in
b. The Ordering Activity must establish a maximum the Default,or the Termination for Convenience of the
performance incentive price for these services and/or total Government,clause of this contract.
solutions on individual orders or Blanket Purchase
Agreements. b. If a stop-work order issued under this clause is canceled or
the period of the order or any extension thereof expires,the
c. Incentives should be designed to relate results achieved by Contractor shall resume work.The Contracting Officer shall
the contractor to specified targets. To the maximum extent make an equitable adjustment in the delivery schedule or
practicable,Ordering Activities shall consider establishing contract price,or both,and the contract shall be modified,in
incentives where performance is critical to the Ordering writing,accordingly,if-
Activity's mission and incentives are likely to motivate the (1) The stop-work order results in an increase in the time
contractor. Incentives shall be based on objectively required for,or in the Contractor's cost properly
measurable tasks. allocable to,the performance of any part of this
contract;and
4. ORDER (2) The Contractor asserts its right to the adjustment within
a. Agencies may use written orders,EDI orders,blanket 30 days after the end of the period of work stoppage;
purchase agreements,individual purchase orders,or task provided,that,if the Contracting Officer decides the
orders for ordering services under this contract. Blanket facts justify the action,the Contracting Officer may
Purchase Agreements shall not extend beyond the end of receive and act upon the claim submitted at any time
the contract period;all services and delivery shall be made before final payment under this contract.
and the contract terms and conditions shall continue in
effect until the completion of the order. Orders for tasks c. If a stop-work order is not canceled and the work covered by
which extend beyond the fiscal year for which funds are the order is terminated for the convenience of the
available shall include FAR 52.232-19(Deviation—May Government,the Contracting Officer shall allow reasonable
2003)Availability of Funds for the Next Fiscal Year. The costs resulting from the stop-work order in arriving at the
purchase order shall specify the availability of funds and the termination settlement.
period for which funds are available.
d. If a stop-work order is not canceled and the work covered by
b. All task orders are subject to the terms and conditions of the the order is terminated for default,the Contracting Officer
contract. In the event of conflict between a task order and shall allow,by equitable adjustment or otherwise,
the contract,the contract will take precedence. reasonable costs resulting from the stop-work order.
5. PERFORMANCE OF SERVICES 7. INSPECTION OF SERVICES
a. The Contractor shall commence performance of services on In accordance with FAR 52.212-4 CONTRACT TERMS AND
the date agreed to by the Contractor and the Ordering CONDITIONS--COMMERCIAL ITEMS(MAR 2009)(DEVIATION
Activity. I-FEB 2007)for Firm-Fixed Price orders and FAR 52.212-4
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EC America, Inc.
a subsidiary of Qp ImmixGroup
CONTRACT TERMS AND CONDITIONS t(COMMERCIAL 52.212-4(MAR 2009)(ALTERNATE I–OCT 2008)(DEVIATION
ITEMS(MAR 2009)(ALTERNATE I I IuOCT 2008)(DEVIATION I I–FEB 2007)applies to labor-hour orders placed under this
–FEB 2007)applies to Time-and-Materials and Labor-Hour contract.52.216-31(Feb 2007)Time-and-Materials/Labor-Hour
Contracts orders placed under this contract. Proposal Requirements—Commercial Item Acquisition As
prescribed in 16.601(e)(3),insert the following provision:
8. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws,ordinances,and a. The Government contemplates award of a Time-and-
regulations(Federal,State,City,or otherwise)covering work of Materials or Labor-Hour type of contract resulting from this
the character provided under a particular Statement of Work or solicitation.
task order. If the end product of a task order or Statement of
Work is customized software(as opposed to software installation, b. The offeror must specify fixed hourly rates in its offer that
integration,or implementation services)then FAR 52.227-14 include wages,overhead,general and administrative
(Dec 2007)Rights in Data–General,may apply. expenses,and profit.The offeror must specify whether the
fixed hourly rate for each labor category applies to labor
9. RESPONSIBILITIES OF THE ORDERING ACTIVITY performed by—
Subject to applicable security regulations,the Ordering Activity (1)The offeror;
shall permit Contractor access to all facilities necessary to
(2)Subcontractors;and/or
perform the requisite IT Professional Services. (3)Divisions,subsidiaries,or affiliates of the offeror under a
common control.
10. INDEPENDENT CONTRACTOR
All IT Professional Services performed by the Contractor under 14. RESUMES
the terms of this contract shall be as an independent Contractor, Resumes shall be provided to the GSA Contracting Officer or the
and not as an agent or employee of the Ordering Activity. user Ordering Activity upon request.
11. ORGANIZATIONAL CONFLICTS OF INTEREST 15. INCIDENTAL SUPPORT COSTS
a. Definitions. Incidental support costs are available outside the scope of this
contract. The costs will be negotiated separately with the
An'Organizational conflict of interest"exists when the Ordering Activity in accordance with the guidelines set forth in the
nature of the work to be performed under a proposed FAR.
Ordering Activity contract,without some restriction on 16. APPROVAL OF SUBCONTRACTS
ordering activities by the Contractor and its affiliates,may
either(i)result in an unfair competitive advantage to the The Ordering Activity may require that the Contractor receive,
Contractor or its affiliates or(ii)impair the Contractor's or its from the Ordering Activity's Contracting Officer,written consent
affiliates'objectivity in performing contract work. before placing any subcontract for furnishing any of the work
called for in a task order.
b. To avoid an organizational or financial conflict of interest and
to avoid prejudicing the best interests of the Ordering 17. DESCRIPTION OF IT PROFESSIONAL SERVICES AND
Activity,Ordering Activities may place restrictions on the PRICING
Contractors,its affiliates,chief executives,directors, a. A description of each type of IT Service offered under
subsidiaries and subcontractors at any tier when placing Special Item Numbers 132-51 IT Professional Services
orders against schedule contracts. Such restrictions shall is set forth in Attachment A and/or the Schedule
be consistent with FAR 9.505 and shall be designed to Contract Pricelist. Services and rates should be
avoid,neutralize,or mitigate organizational conflicts of presented in the same manner as the Contractor sells
interest that might otherwise exist in situations related to to its commercial customers and other Ordering Activity
individual orders placed against the schedule contract. customers.
Examples of situations,which may require restrictions,are
provided at FAR 9.508. b. Pricing for all IT Professional Services shall be in
accordance with the Contractor's customary
12. INVOICES commercial practices;e.g.,hourly rates,monthly rates,
The Contractor,upon completion of the work ordered,shall term rates,and/or fixed prices,minimum general
submit invoices for IT Professional services. Progress payments experience and minimum education
may be authorized by the Ordering Activity on individual orders if
appropriate. Progress payments shall be based upon completion
of defined milestones as set forth in a Statement of Work or task
order or interim products. Invoices shall be submitted monthly for
recurring services performed during the preceding month.
13. PAYMENTS
For firm-fixed price orders the Ordering Activity shall pay the
Contractor,upon submission of proper invoices or vouchers,the
prices stipulated in this contract for services delivered.Progress
payments shall be made only when authorized by the Statement
of Work or task order. For time-and-materials orders,the Functional Responsibilities&Education Requirements
Payments under Time-and-Materials and Labor-Hour Contracts at
FAR 52.212-4(MAR 2009)(ALTERNATE I–OCT 2008) Systems Analyst II
(DEVIATION I–FEB 2007)applies to time-and-materials orders
placed under this contract. For labor-hour orders,the Payment General Experience. Systems Analyst II possess at least three
under Time-and-Materials and Labor-Hour Contracts at FAR years of experience performing systems development,testing,
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EC America, Inc.
a subsidiary of e, ImmlxGroup
conversion,and production support tasks on large-scale client- or business process redesign,including at least 6 months
server and mainframe systems.Systems Analysts have strong experience in premium technologies.
analytical and technical skills and have been trained in the use of
systems development methodology. Functional Responsibility.The Implementation and Integration
Consultant apply their broad management skills and specialized
Functional Responsibility. The Systems Analyst II analyses functional and technical expertise to guide project teams in
functional and technical requirements,prepare systems designs delivering client solutions.The Implementation and Integration
and specifications,and perform systems development,testing, Consultant provides subject matter expertise in industry,process
conversion,and production support tasks.They also develop or technology areas. An Implementation and Integration
required systems and operation documentation. Consultant is qualified to perform such tasks as:
Minimum Education: Bachelor's Degree(Information Technology • Plan and manage the work of information systems
or Business)or equivalent professional experience. project teams
• Design and implement new organization structures
• Conceptual design and development of training
Project Manager curricula
• Assist an organization translate its vision and strategy
General Experience. The Project Manager possesses at least six into core human resource and business processes
years of experience with related IT projects.Must possess • Lead clients through streamlining,reengineering and
experience planning and managing IT projects and have had transforming business processes
extensive experience in the execution of IT projects.They have • Develop functional and technical information system
demonstrated the ability to manage projects to achieve the designs.
desired results. • Supervise analysts in the development of software
Functional Responsibility. The Project Manager provides day-to- designs,computer programming,system testing or
day direction and control of IT projects.The Project Manager is training curricula
responsible for developing the project/task work plan and monitor • Lead business process redesign teams in the
progress against the work plan.They provide technical and development of new business process architectures.
functional guidance to the project teams,monitor the progress of • Participate in quality reviews to ensure work complies
tasks and deliverables,track and report the project status to with specified standards
client,and ensure that all critical project issues are addressed. • Perform workflow analyses
Minimum Education: Bachelor's Degree(Information Technology • Design and manage databases
•
or Business),Project Management Professional Certification or Define information systems requirements
equivalent professional experience. • Assist in project budget preparation.
• Cloud monitoring
Minimum Education: Bachelor's Degree(Information Technology
or Business)or equivalent professional experience.
Contract Year Contract Year Contract Year Contract Year Contract Year
2018 2019 Y020 2021 2022
Labor Category 9/6/2021- 9/6/2022-
9/5/2022 9/5/2023
9/6/2018- 9/6/2019- 9/6/2020-
9/5/2019 9/5/2020 9/5/2021 (pending (pending
extension) extension)
System Analyst II $196.47 $200.99 $205.62 $210.34 $215.18
Implementation&
Integration $302.27 $309.22 $316.33 $323.61 $331.05
Consultant
Project Manager $279.57 $286.00 $292.57 $299.30 $306.19
Implementation and Integration Consultant
General Experience. The Implementation and Integration
Consultant possess at least ten years of experience in
information systems implementation,change management efforts
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EC America, Inc.
a subsidiary of ( ImmixGroup
TERMS AND CONDITIONS APPLICABLE TO b. The Ordering Activity should include the criteria for
ELECTRONIC COMMERCE(EC)(SPECIAL ITEM satisfactory completion for each task in the Statement of
NUMBER 132-52) Work or Delivery Order. Services shall be completed in a
good and workmanlike manner.
1. GLOSSARY OF DEFINITIONS c. Any Contractor travel required in the performance of EC
a. "Service Provider"shall mean a provider of the Electronic Services must comply with the Federal Travel Regulation or
Commerce Services offered to Contractor through a letter of Joint Travel Regulations,as applicable,in effect on the
supply to be sold to Ordering Activities under this contract. date(s)the travel is performed.Established Federal
Government per diem rates will apply to all Contractor travel.
b. "Statement of Work"shall mean the mutually agreed upon Contractors cannot use GSA city pair contracts.
document between Contractor and Ordering Activity setting
forth the description of services to be performed including 6. STOP-WORK ORDER(FAR 52.242-15)(AUG 1989)
milestones,any specifications and evaluation criteria. a. The Contracting Officer may,at any time,by written order to
the Contractor,require the Contractor to slop all,or any part,
2. SCOPE of the work called for by this contract for a period of 90 days
a. The prices,terms and conditions stated under Special Item after the order is delivered to the Contractor,and for any
Number 132-52 Electronic Commerce(EC)Services apply further period to which the parties may agree.The order
exclusively to EC Services within the scope of this shall be specifically identified as a stop-work order issued
Information Technology Schedule. under this clause.Upon receipt of the order,the Contractor
•
shall immediately comply with its terms and take all
b. The Contractor,through Service Provider,shall provide reasonable steps to minimize the incurrence of costs
services at a location,as agreed to by the Contractor and allocable to the work covered by the order during the period
the Ordering Activity. of work stoppage.Within a period of 90 days after a stop-
work is delivered to the Contractor,or within any extension
3. PERFORMANCE INCENTIVES I-FSS-60 Performance of that period to which the parties shall have agreed,the
Incentives(April 2000) Contracting Officer shall either-
a. Performance incentives may be agreed upon between the i) Cancel the stop-work order;or
ii) Terminate the work covered by the order as provided in
Contractor and the Ordering Activity on individual fixed price the Default,or the Termination for Convenience of the
orders or Blanket Purchase Agreements under this contract. Government,clause of this contract.
b. The Ordering Activity must establish a maximum b. If a stop-work order issued under this clause is canceled or
performance incentive price for the services and/or total the period of the order or any extension thereof expires,the
solutions on individual orders or Blanket Purchase Contractor shall resume work.The Contracting Officer shall
Agreements. make an equitable adjustment in the delivery schedule or
c. Incentives should be designed to relate results achieved by contract price,or both,and the contract shall be modified,in
if-
the contractor to specified targets. To the maximum extent writing,accordingly,practicable,Ordering Activities shall consider establishing c. The stop-work order results in an increase in the time
incentives where performance is critical to the Ordering required for,or in the Contractor's cost properly allocable to,
Activity's mission and incentives are likely to motivate the the performance of any part of this contract;and
contractor. Incentives shall be based on objectively
measurable tasks. d. The Contractor asserts its right to the adjustment within 30
4. ORDER days after the end of the period of work stoppage;provided,
that,if the Contracting Officer decides the facts justify the
a. Agencies may use written orders,EDI orders,blanket action,the Contracting Officer may receive and act upon the
purchase agreements,individual purchase orders,or task claim submitted at any time before final payment under this
orders for ordering services under this contract. Blanket contract.
Purchase Agreements shall not extend beyond the end of
the contract period;all services and delivery shall be made e. If a stop-work order is not canceled and the work covered by
and the contract terms and conditions shall continue in the order is terminated for the convenience of the
effect until the completion of the order. Orders for tasks Government,the Contracting Officer shall allow reasonable
which extend beyond the fiscal year for which funds are costs resulting from the stop-work order in arriving at the
available shall include FAR 52.232-19(Deviation—May termination settlement.
2003)Availability of Funds for the Next Fiscal Year. The
purchase order shall specify the availability of funds and the 7. INSPECTION OF SERVICES
period for which funds are available. The Inspection of Services—Fixed Price(AUG 1996)(Deviation—
May 2003)clause at FAR 52.246-4 applies to firm-fixed price
b. All task orders are subject to the terms and conditions of the orders placed under this contract. The Inspection—
contract. In the event of conflict between a task order and Time-and-Materials and Labor-Hour(MAY 2001)(Deviation—
the contract,the contract will take precedence. May 2003)clause at FAR 52.246-6 applies to time-and-materials
and labor-hour orders placed under this contract.
5. PERFORMANCE OF SERVICES
a. The Contractor shall commence performance of services on 8. RESPONSIBILITIES OF THE CONTRACTOR
the date agreed to by the Contractor and the Ordering The Contractor shall comply with all laws,ordinances,and
Activity. regulations(Federal,State,City,or otherwise)covering work of
this character. If the end product(i.e.,deliverable)of a
Statement of Work is custom developed software,then FAR
GS-35F-0511T a - https://www.immixoroup.com/contract-vehicles/osa/it-70/0511T/ Page 34
EC America, Inc.
a subsidiary ofc°.j ImmixGroup
52.227-14(Deviation–May 2003)Rights in Data–General,may c. The offeror must specify fixed hourly rates in its offer that
apply. include wages,overhead,general and administrative
expenses,and profit.The offeror must specify whether the
9. RESPONSIBILITIES OF THE ORDERING ACTIVITY fixed hourly rate for each labor category applies to labor
Subject to security regulations,the Ordering Activity shall permit performed by—
Contractor access to all facilities necessary to perform the i) The offeror;
requisite EC Services. ii) Subcontractors;and/or
iii) Divisions,subsidiaries,or affiliates of the offeror under
10. INDEPENDENT CONTRACTOR a common control.
All EC Services performed by the Contractor under the terms of 14. INCIDENTAL SUPPORT COSTS
this contract shall be as an independent Contractor,and not as
an agent or employee of the Ordering Activity. Incidental support costs are available outside the scope of this
contract. The costs will be negotiated separately with the
11. ORGANIZATIONAL CONFLICTS OF INTEREST Ordering Activity in accordance with the guidelines set forth in the
FAR.
a. Definitions.
An"Organizational conflict of interest"exists when the 15. APPROVAL OF SUBCONTRACTS
nature of the work to be performed under a proposed The Ordering Activity may require that the Contractor receive,
Ordering Activity contract,without some restriction on from the Ordering Activity's Contracting Officer,written consent
ordering activities by the Contractor and its affiliates,may before placing any subcontract for furnishing any of the work
either(i)result in an unfair competitive advantage to the called for in a task order.
Contractor or its affiliates or(ii)impair the Contractor's or its
affiliates'objectivity in performing contract work. 16. DESCRIPTION OF ELECTRONIC COMMERCE(EC)
SERVICES AND PRICING
b. To avoid an organizational or financial conflict of interest and a. A description of each type of EC Service offered under
to avoid prejudicing the best interests of the Ordering Special Item Numbers 132-52 E-Commerce is set forth in
Activity,ordering activities may place restrictions on the Attachment A. Services and rates should be presented in
Contractors,its affiliates,chief executives,directors, the same manner as the Contractor sells to its commercial
subsidiaries and subcontractors at any tier when placing customers and other Ordering Activity customers.
orders against schedule contracts. Such restrictions shall
be consistent with FAR 9.505 and shall be designed to b. Pricing for all EC Services shall be in accordance with the
avoid,neutralize,or mitigate organizational conflicts of Contractor's customary commercial practices;e.g.,hourly
interest that might otherwise exist in situations related to rates,monthly rates,term rates,unit prices and/or fixed
individual orders placed against the schedule contract. prices.
Examples of situations,which may require restrictions,are
provided at FAR 9.508.
12. INVOICES
The Contractor,upon completion of the work ordered,shall
submit invoices for EC services. Progress payments may be
authorized by the Ordering Activity on individual orders if
appropriate. Progress payments shall be based upon completion
of defined milestones or interim products. Invoices shall be
submitted monthly for recurring services performed during the
preceding month.
13. PAYMENTS
a. For firm-fixed price orders the Ordering Activity shall pay the
Contractor,upon submission of proper invoices or vouchers,
the prices stipulated in this contract for service rendered and
accepted. Progress payments shall be made only when
authorized by the order. For time-and-materials orders,the
Payments under Time-and-Materials and Labor-Hour
Contracts at FAR 52.212-4(MAR 2009)(ALTERNATE I-
OCT 2008)(DEVIATION I–FEB 2007)applies to
time-and-materials orders placed under this contract. For
labor-hour orders,the Payment under Time-and-Materials
and Labor-Hour Contracts at FAR 52.212-4(MAR 2009)
(ALTERNATE I–OCT 2008)(DEVIATION I–FEB 2007)
applies to labor-hour orders placed under this contract.
52.216-31(Feb 2007)Time-and-Materials/Labor-Hour
Proposal Requirements—Commercial Item Acquisition.As
prescribed in 16.601(e)(3),insert the following provision:
b. The Government contemplates award of a Time-and-
Materials or Labor-Hour type of contract resulting from this
solicitation.
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EC America, Inc.
a subsidiary of w ImmlxGroup
USA COMMITMENT TO PROMOTE This BPA will further decrease costs,reduce paperwork,and
SMALL BUSINESS PARTICIPATION save time by eliminating the need for repetitive,individual
PROCUREMENT PROGRAMS purchases from the schedule contract. The end result is to
create a purchasing mechanism for the ordering activity that
works better and costs less.
PREAMBLE
(Name of Company)provides commercial products and services Signatures
to ordering activities.We are committed to promoting
participation of small,small disadvantaged and women-owned
small businesses in our contracts. We pledge to provide Ordering Activity Date
opportunities to the small business community through reselling
opportunities,mentor-protege programs,joint ventures,teaming
arrangements,and subcontracting. Contractor Date
COMMITMENT
To actively seek and partner with small businesses. BPA NUMBER
To identify,qualify,mentor and develop small,small (CUSTOMER NAME)
disadvantaged and women-owned small businesses by BLANKET PURCHASE AGREEMENT
purchasing from these businesses whenever practical.
Pursuant to GSA Federal Supply Schedule Contract
To develop and promote company policy initiatives that Number(s) ,Blanket Purchase Agreements,the
demonstrate our support for awarding contracts and subcontracts Contractor agrees to the following terms of a Blanket Purchase
to small business concerns. Agreement(BPA)EXCLUSIVELY WITH(ordering activity):
To undertake significant efforts to determine the potential of (1) The following contract items can be ordered under this
small,small disadvantaged and women-owned small business to BPA.All orders placed against this BPA are subject to the terms
supply products and services to our company. and conditions of the contract,except as noted below:
MODEL NUMBER/PART NUMBER
To insure procurement opportunities are designed to permit the
maximum possible participation of small,small disadvantaged,
and women-owned small businesses.
To attend business opportunity workshops,minority business 'SPECIAL BPA DISCOUNT/PRICE
enterprise seminars,trade fairs,procurement conferences,etc.,
to identify and increase small businesses with whom to partner.
To publicize in our marketing publications our interest in meeting
small businesses that may be interested in subcontracting (2) Delivery:
opportunities.
DESTINATION
We signify our commitment to work in partnership with small,
small disadvantaged and women-owned small businesses to
promote and increase their participation in ordering activity
contracts.
DELIVERY SCHEDULES I DATES
SUGGESTED FORMATS FOR BLANKET
PURCHASE AGREEMENTS
BEST VALUE
BLANKET PURCHASE AGREEMENT (3) The ordering activity estimates,but does not
FEDERAL SUPPLY SCHEDULE guarantee,that the volume of purchases through this agreement
will be
(Insert Customer Name) (4) This BPA does not obligate any funds.
In the spirit of the Federal Acquisition Streamlining Act(ordering (5) This BPA expires on or at the end
activity)and(Contractor)enter into a cooperative agreement to of the contract period,whichever is earlier.
further reduce the administrative costs of acquiring commercial
items from the General Services Administration(GSA)Federal (6) The following office(s)is hereby authorized to place
Supply Schedule Contract(s) • orders under this BPA:
Federal Supply Schedule contract BPAs eliminate contracting OFFICE
and open market costs such as:search for sources;the
development of technical documents,solicitations and the
evaluation of offers. Teaming Arrangements are permitted with
Federal Supply Schedule Contractors in accordance with Federal
Acquisition Regulation(FAR)9.6.
POINT OF CONTACT
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/qsant-70/0511T/ Page 36
EC America, Inc.
a subsidiary of 0y immixGroup
(7) Orders will be placed against this BPA via Electronic
Data Interchange(EDI),FAX,or paper.
(8) Unless otherwise agreed to,all deliveries under this
BPA must be accompanied by delivery tickets or sales slips that
must contain the following information as a minimum:
(a) Name of Contractor;
(b) Contract Number;
(c) BPA Number;
(d) Model Number or National Stock Number(NSN);
(e) Purchase Order Number;
(f) Date of Purchase;
(g) Quantity,Unit Price,and Extension of Each Item(unit
prices and extensions need not be shown when incompatible with
the use of automated systems;provided,that the invoice is
itemized to show the information);and
(h) Date of Shipment.
(9) The requirements of a proper invoice are specified in
the Federal Supply Schedule contract. Invoices will be submitted
to the address specified within the purchase order transmission
issued against this BPA.
(10) The terms and conditions included in this BPA apply to
all purchases made pursuant to it. In the event of an
inconsistency between the provisions of this BPA and the
Contractor's invoice,the provisions of this BPA will take
precedence.
BASIC GUIDELINES FOR USING
"CONTRACTOR TEAM ARRANGEMENTS"
Federal Supply Schedule Contractors may use"Contractor Team
Arrangements"(see FAR 9.6)to provide solutions when
responding to a ordering activity requirements.
These Team Arrangements can be included under a Blanket
Purchase Agreement(BPA). BPAs are permitted under all
Federal Supply Schedule contracts.
Orders under a Team Arrangement are subject to terms and
conditions or the Federal Supply Schedule Contract.
Participation in a Team Arrangement is limited to Federal Supply
Schedule Contractors.
Customers should refer to FAR 9.6 for specific details on Team
Arrangements.
Here is a general outline on how it works:
• The customer identifies their requirements.
• Federal Supply Schedule Contractors may individually meet
the customers needs,or-
• Federal Supply Schedule Contractors may individually
submit a Schedules"Team Solution"to meet the customer's
requirement.
• Customers make a best value selection.
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/qsa/it-70/051117 Page 37
EC America, Inc.
a subsidiary of 0 ImmixGroup
ATTACHMENT - CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND
TERMS
GS-35F-0511T https://www.immixeroup.cornicontract-vehicles/qsaht-70/0511T/ T�A Page 38
EC America, Inc.
a subsidiary of ( ImmixGroup
Attachment A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
INSTRUCTIONS: Select the Manufacturer whose supplemental pricelist information and terms you want to view.
Manufacturer Name
Al0 Networks,Inc. MariaDB Corporation
Adobe Systems,Inc. McAfee
AINS.Inc. MicroStrategy
Allied Telecom Group,LLC Mmodal
Appian Corporation Mobilelron,Inc.
Apposite Tecnoloqy LLC Multivista Franchise Systems,LLC
Aruba Networks NEC Corporation of America
Attivo Networks,Inc. NetApp,Inc.
Authentic8 NetScout Systems,Inc.
Barracuda Networks,Inc. NNData
Blue Prism Software Inc. NowSecure
BlueCat Federal USA,Inc. Northrop Grumman Systems Corporation
BMC Software Inc. Nutanix
Brandes Associates,Inc. OpenGov,Inc.
BravoSolution ORock Technologies,Inc.
Brocade Communications Systems,Inc. Palo Alto Networks,Inc.
Catbird Networks.Inc. Permuta Technologies,Inc.
Gentrify Corporation Phantom Cyber Corporation
Check Point Software Technologies,Inc. Procore Technologies,Inc.
Checkmarx Project Remedies,Inc.
Cirrusworks Proofpoint,Inc.
Cisco Systems,Inc. Prosoft Systems
Cisco WebEx,LLC Pulse Secure
Citrix Systems,Inc. Puppet Labs
Code42 Qualtrics,LLC
Coho Data RapidRatings International,Inc.
CommVault Systems,Inc. Red Hat.Inc.
Coups Software,Inc. Riverbed Technology,Inc.
CyberSponse RSA Security
Cyviz,LLC SDL Government
Cyxtera Federal Group,Inc. Seceon Inc.
Dell Federal Systems Secure Channels Inc.
Delta Bravo Security First Corp.
Docker,Inc. Siemens Industry,Inc.
Duo Security SmartBear Software,Inc.
Eccentex Spirent Communications
ElasticSearch Federal,Inc. SguirrelWERKZ,Inc.
Elemental Technologies SlackRox.Inc.
EMC Corporation Sunview Software.Inc.
Expert Choice, Inc. Symantec Corporation
Extreme Networks,Inc. Syferlock Technology Corporation
Forcepoint LLC SyncDoq
Fortinet,Inc. Tanium
Fujitsu Network Communications Inc. Tenable
GitLab Thycotic Software
Globalscape TIBCO Software Federal,_Inc.
Guidance Software Trend Micro,Inc.
HaiVision Unitrends
Hewlett Packard Enterprises Varonis Systems Inc.
Hirevue VBrick Systems,Inc.
Infinera Corporation Vectra Networks,Inc.
Intercede Group Veeam Software Corporation
Ivanti X1 Discovery,Inc.
KBZ Communications Inc. Veriato
Keysight Technologies,Inc. Xirrus
Kony,Inc. Yubico
LogRhythm ZeroFox.Inc.
Lookingglass Cyber Solutions Inc.
GS-35F-0511T https://www.immixgroup.com/contract-vehicles/gsa/it-70/0511T/ Page 40
EC America, Inc.
a subsidiary of immixGroup
CITRIX SYSTEMS,INC.
831 WEST CYPRESS CREEK ROAD
FT.LAUDERDALE,FL 33309
EC America Rider to Product Specific License Terms and Conditions
(for U.S.Government End Users)
1. Scope. This Rider and the attached Citrix Systems,Inc.("Manufacturer")product specific license terms establish the terms and conditions
enabling EC America("Contractor')to provide Manufacturer's information technology products and services to Ordering Activities under EC
America's GSA MAS IT70 contract number GS-35F-0511T(the"Schedule Contract"). Installation and use of the information technology shall be in
accordance with this Rider and Manufacturer Specific Terms attached hereto,unless an Ordering Activity determines that it requires different terms
of use and Manufacturer agrees in writing to such terms in a valid delivery order placed pursuant to the Schedule Contract.
2. Applicability. Whereas GSA and EC America agreed at the time of Schedule Contract award upon a base set of terms and conditions applicable
to all manufacturers and items represented on the Schedule Contract;and Whereas,the parties further agreed that all product specific license,
warranty and software maintenance terms and conditions would be submitted at the time each new manufacturer was to be added to the Schedule
Contract; Now,Therefore,the parties hereby agree that the product specific license,warranty and software maintenance terms set forth in
Attachment A hereto(the"Manufacturer Specific Terms"or the"Attachment A Terms")are incorporated into the Schedule Contract,but only to the
extent that they are consistent with federal law(e.g.,the Anti-Deficiency Act(31 U.S.C.§1341),the Contracts Disputes Act of 1978(41 U.S.C.§§
7101 et seq.),the Prompt Payment Act(31 U.S.C.§§3901 et.seq.),the Anti-Assignment statutes(31 U.S.C.§3727 and 41 U.S.C.§15),DOJ's
jurisdictional statute 28 U.S.C.§516(Conduct of Litigation Reserved to the Department of Justice(DOJ),and 28 U.S.C.§1498(Patent and
copyright cases)). To the extent any Attachment A Terms are inconsistent with federal law(See,FAR 12.212(a)),such inconsistent terms shall be
superseded,unenforceable and of no legal force or effect in all resultant orders under the Schedule Contract,including but not limited to the
following provisions:
a) Contracting Parties.The GSA Customer("Licensee")is the"Ordering Activity",defined as the entity authorized to order under GSA MAS
contracts as set forth in GSA ORDER ADM 4800.2G(Feb 2011),as may be revised from time to time.
b) Changes to Work and Delays.Subject to GSAR Clause 552.243-72,Modifications(Federal Supply Schedule)(July 2000)(Deviation I—SEPT
2010),and 52.212-4(f)Excusable Delays(JUN 2010)regarding which the GSAR and the FAR provisions take precedence.
c) Contract Formation.Subject to FAR 1.601(a)and FAR 43.102,the GSA Customer Purchase Order must be signed by a duly warranted
Contracting Officer,in writing.The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions
intended to bind the Government must be included within the contract signed by the Government.
d) Termination. Clauses in the Manufacturer Specific Terms referencing termination,suspension and/or cancellation are superseded and not
applicable to any GSA Customer order.Termination shall be governed by the FAR,the underlying GSA Schedule Contract and the terms in any
applicable GSA Customer Purchase Orders.If the Contractor believes the GSA Customer to be in breach,it must file a claim with the Contracting
Officer and continue to diligently pursue performance.In commercial item contracting under FAR 12.302(b),the FAR provisions dealing with
disputes and continued performance cannot be changed by the Contracting Officer.
e) Choice of Law.Subject to the Contracts Disputes Act of 1978(41 U.S.C.§§7101 et seq.)„the validity,interpretation and enforcement of this Rider
shall be governed by and construed in accordance with the federal laws of the United States. In the event the Uniform Computer Information
Transactions Act(UCITA)or any similar federal laws or regulations are enacted,to the extent allowed by federal law,they will not apply to this Rider
or the underlying Schedule Contract.
f) Equitable remedies. Equitable remedies are generally not awarded against the Government absent an express statute providing therefore.In the
absence of a direct citation to such a statute,all clauses in the Manufacturer Specific Terms referencing equitable remedies are superseded and not
applicable to any GSA Customer order.
g) Unilateral Termination.Unilateral termination by the Contractor does not apply to a GSA Customer Purchase Order and all clauses in the
Manufacturer Specific Terms referencing unilateral termination rights of the Manufacturer are hereby superseded.
h) Unreasonable Delay.Subject to FAR 52.212-4(f)Excusable delays,the Contractor shall be liable for default unless the nonperformance is caused
by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as,acts of God or the public enemy,acts
of the Government in either its sovereign or contractual capacity,fires,floods,epidemics,quarantine restrictions,strikes,unusually severe weather,
and delays of common carriers.The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after
commencement of any excusable delay,setting forth the full particulars in connection therewith,shall remedy such occurrence with all reasonable
dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.
i) Assignment.All clauses regarding the Contractor's assignment are subject to FAR 52.232-23,Assignment of Claims(JAN 1986)and FAR 42.12
Novation and Change-of-Name Agreements(Sep.2013). All clauses governing the Contractor's assignment in the Manufacturer Specific Terms
are hereby superseded.
j) Waiver of Jury Trial. Waivers of Jury Trials are subject to FAR 52.233-1 Disputes(JULY 2002).The Government will not agree to waive
any right that it may have under federal law.All clauses governing a waiver of jury trial in the Manufacturer Specific Terms are hereby
superseded.
k) Government Indemnities. This is an obligation in advance of an appropriation that violates anti-deficiency laws(31 U.S.C.§1341 and
41 U.S.C.§6301),since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when
the commitment is made,i.e.,when the agreement featuring this clause is incorporated into a Government contract,and not when the
clause is triggered. The FAR 12.216 prohibit such indemnifications. All Manufacturer Specific Terms referencing customer indemnities
are hereby superseded.
GS-35F-0511T �� https://www.immixoroup.com/conlract-vehicles/qsant-70/0511T/ Page 300
EC America, Inc.
a subsidiary of (r immixGroup
I) Contractor Indemnities. All Manufacturer Specific Terms that violate DOJ's jurisdictional statute(28 U.S.C.§516)by requiring that the
Government give sole control over the litigation and/or settlement to the Contractor are hereby superseded. Nothing contained in the
Manufacturers Specific terms shall be construed in derogation of the U.S.Department of Justice's right to defend any claim or action
brought against the U.S.,pursuant to its jurisdictional statute.
m) Renewals. All Manufacturer Specific Terms that provide for automatic renewals violate the Anti-Deficiency Act and are hereby
superseded.This is an obligation in advance of an appropriation that violates anti-deficiency laws(31 U.S.C.§1341 and 41 U.S.C.§
6301),since the GSA Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the
commitment is made,i.e.,when the agreement featuring this clause is incorporated into a Government contract,and not when the clause
is triggered.
n) Future Fees or Penalties. All Manufacturer Specific Terms that require the Government to pay any future fees,charges or penalties are hereby
superseded unless specifically authorized by existing statutes,such as the Prompt Payment Act(31 U.S.C.§3901 et seq.)or Equal Access To
Justice Act(5 U.S.C.§504;28 U.S.C.§2412).
o) Taxes.Taxes are subject to FAR 52.212-4(k),which provides that the contract price includes all applicable federal,state,local taxes and duties.
Notwithstanding the foregoing,Contractor shall state separately on its invoices,taxes excluded from the fees,and the GSA Customer agrees to
either pay the amount of the taxes(based on the current value of the equipment or services)to Contractor or provide it evidence necessary to
sustain an exemption,in accordance with FAR 52.229-1 and FAR 52.229-3.
p) Third Party Terms.When the end user is an instrumentality of the U.S.,no license terms bind the GSA Customer unless included verbatim(not by
reference)in the EULA,and the EULA is made an attachment to the underlying GSA Schedule Contract.All terms and conditions affecting the GSA
Customer must be contained in a writing signed by a duly warranted Contracting Officer. Any third party manufacturer shall be brought into the
negotiation,or the components acquired separately under federally-compatible agreements,if any. All Manufacturer Specific Terms that
incorporate third party terms by reference are hereby superseded.
q) Dispute Resolution and Standing. Any disputes relating to the Manufacturer Specific Terms or to this Rider shall be resolved in accordance with
the FAR,the underlying GSA Schedule Contract,any applicable GSA Customer Purchase Orders,and the Contracts Disputes Act of 1978(41
U.S.C.§§7101 et seq.).The Ordering Activity expressly acknowledges that EC America as contractor,on behalf of the Manufacturer,shall have
standing to bring such claim under the Contracts Disputes Act of 1978(41 U.S.C.§§7101 et seq.).
r) Advertisements and Endorsements. Pursuant to GSAR 552.203-71,use of the name or logo of any U.S.Government entity is prohibited.All
Manufacturer Specific Terms that allow the Contractor to use the name or logo of a Government entity are hereby superseded.
s) Public Access to Information. EC America agrees that the attached Manufacturer Specific Terms and this Rider contain no confidential or
proprietary information and acknowledges the Rider shall be available to the public.
t) Confidentiality. Any provisions in the attached Manufacturer Specific Terms that require the Ordering Activity to keep certain information
confidential are subject to the Freedom of Information Act(5 U.S.C.§552),and any order by a United States Federal Court.When the end user is
an instrumentality of the U.S.Government,neither this Rider,the Manufacturer's Specific Terms nor the Schedule Price List shall be deemed
"confidential information"notwithstanding marking to that effect.Notwithstanding anything in this Rider,the Manufacturer's Specific Terms or the
Schedule Contract to the contrary,the GSA Customer may retain such Confidential Information as required by law,regulation or its bonafide
document retention procedures for legal,regulatory or compliance purposes;provided however,that such retained Confidential Information will
continue to be subject to the confidentiality obligations of this Rider,the Manufacturer's Specific Terms and the Schedule Contract.
u) Alternate Dispute Resolution.The GSA Customer cannot be forced to mediate or arbitrate.Arbitration requires prior guidance by the head of a
federal agency promulgated via administrative rulemaking according to 5 U.S.C.§575(c).GSA has not issued any because it considers the Board
of Contract Appeals to be an adequate,binding ADR alternative.All Manufacturer Specific Terms that allow the Contractor to choose arbitration,
mediation or other forms of alternate dispute resolution are hereby superseded.
v) Ownership of Derivative Works.Provisions purporting to vest exclusive ownership of all derivative works in the licensor of the standard software
on which such works may be based are superseded.Ownership of derivative works should be as set forth in the copyright statute,17 U.S.C.§103
and the FAR clause at 52.227-14,but at a minimum,the GSA Customer shall receive unlimited rights to use such derivative works at no further
cost.
3. Order of Precedence/Conflict. To the extent there is a conflict between the terms of this Rider and the terms of the underlying Schedule Contract or
a conflict between the terms of this Rider and the terms of an applicable GSA Customer Purchase Order,the terms of the GSA Schedule Contract or any
specific,negotiated terms on the GSA Customer Purchase Order shall control over the terms of this Rider. Any capitalized terms used herein but not
defined,shall have the meaning assigned to them in the underlying Schedule Contract.
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
CITRIX SYSTEMS,INC.
CITRIX SYSTEMS,INC.LICENSE,WARRANTY AND SUPPORT TERMS
1. GRANT OF LICENSE.This PRODUCT contains software that provides services on a computer called a server("Server Software")and contains
software that allows a computer to access or utilize the services provided by the Server Software("Client Software").This PRODUCT is licensed
under a concurrent user,user,or device model.For purposes of this license,i)"Concurrent User"is single client device connected to the Server
Software;ii)"User"is an individual authorized by Ordering Activity to use any device(s)to access instances of the Server Software through
Ordering Activity's assignment of a single user ID,regardless of whether or not the individual is using the PRODUCT at any given time;and iii)a
"Device"is a device authorized by Ordering Activity to be used by any individual(s)to access instances of the Server Software(locally or over a
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network)through Ordering Activity's assignment of the device identity to a Device log,regardless of whether or not the device is being used at any
given time.Server Software is activated by licenses that allow use of the Server Software in increments defined by the license model("Licenses").
Under the User or Device model,Ordering Activity may deploy network architectures that use hardware or software to reduce the number of Users
or Devices that directly access the Server Software.This is referred to as multiplexing or pooling.This does not reduce the number of Licenses
required to access or use the Server Software.A License is required for each User or Device that is connected to the multiplexing or pooling
software or hardware front end.Ordering Activity must acquire and assign a License to each User or Device that accesses Ordering Activity's
instances of the Server Software directly or indirectly,frequently or infrequently.Client Software is not activated by Licenses but will not operate in
conjunction with the Server Software without the Server Software being activated.Licenses for other CITRIX PRODUCTS or other editions of the
same PRODUCT may not be used to increase the allowable use for the PRODUCT.Licenses are version specific for the PRODUCT.They must be
the same version or later than the Server Software being accessed.CONTRACTOR grants to Ordering Activity the following worldwide,non-
exclusive rights to the Server Software and Client Software and accompanying documentation(collectively called the"SOFTWARE"):
a. Server Software.Ordering Activity may install and use the Server Software on one or more computers("Server(s)").Each License may be
installed and used on a single license server within Ordering Activity's production environment and a single license server within Ordering
Activity's disaster recovery environment.The Server Software may be used only to support up to the allowable number of Concurrent Users,
Users or Devices based on Ordering Activity's total purchases of Licenses.Ordering Activity may use the Server Software to provide
application services to third parties("Hosting").Each License that is installed in both a production and disaster recovery environment may be
used only in one of the environments at any one time,except for duplicate use during routine testing of the disaster recovery environment.If
Ordering Activity purchased the Enterprise or Platinum editions of this PRODUCT,each License may be used only to support use of any one
or more of the edition features for the same Concurrent User,User or Device.Ordering Activity's use of Application Streaming to included with
XenApp is limited to support of Concurrent Users,Users or Devices using XenApp hosted applications,and not other users Ordering Activity's
use of EasyCall voice services included with XenApp is limited to support of Concurrent Users,Users or Devices using XenApp hosted
applications,and not other users.Ordering Activity's use of Profile management included with XenApp Enterprise or Platinum Edition is limited
to support of Concurrent Users,Users or Devices using XenApp Enterprise and Platinum hosted applications,and not other users.Ordering
Activity's use of Provisioning services included with the XenApp Platinum Edition is limited to provisioning only the XenApp Platinum Edition
workload.Ordering Activity's use of Single Sign-On included with XenApp Platinum Edition is limited to support of Concurrent Users,Users or
Devices using XenApp Platinum hosted applications,and not other users.If multiple Licenses are delivered for the various features of the
edition,they should be treated as a single License.If Ordering Activity received this PRODUCT as a component of XenDesktop Enterprise or
Platinum Edition,the Server Software may be used either to provide presentation services to physical or virtual machines running in the
XenDesktop environment or directly to client devices.
b. Client Software.Under the Concurrent User or User model,the Client Software may be installed and used on an unlimited number of client
devices.Under the Device Model,the Client Software may be installed and used only on Devices.Ordering Activity may use Client Software
only to allow Concurrent Users,Users and Devices to access instances of the Server Software.
c. Perpetual License.If the SOFTWARE is"Perpetual License SOFTWARE,"the SOFTWARE is licensed on a perpetual basis and includes the
right to receive Subscription Advantage(as defined in Section 2 below).
d. Annual License.If the SOFTWARE is"Annual License SOFTWARE,"Ordering Activity's license is for one(1)year and includes the right to
receive Updates for that period(but not under Subscription Advantage as defined in Section 2 below).For the purposes of this ATTACHMENT
A,an Update shall mean a generally available release of the same SOFTWARE.To extend an Annual License,Ordering Activity must
purchase and install an additional Annual License prior to the expiration of the current Annual License.Note that if a new Annual License is not
purchased and installed,Annual SOFTWARE disables itself upon the expiration of the then-current Annual License period.
e. Archive Copy.Ordering Activity may make one(1)copy of the SOFTWARE in machine-readable form solely for backup purposes,provided
that Ordering Activity reproduce all proprietary notices on the copy.
2. SUBSCRIPTION RIGHTS.Ordering Activity's subscription for the SOFTWARE("Subscription")shall begin on the date the Licenses are delivered
to Ordering Activity by email.Should Licenses be delivered to Ordering Activity on a tangible license card,Subscription shall instead begin on the
date Ordering Activity request that the Licenses be allocated to Ordering Activity through mycitrix.com.Subscription shall continue for a one(1)year
term subject to Ordering Activity's purchase of annual renewals(the"Subscription Term").During the initial or a renewal Subscription Term,
CONTRACTOR may,from time to time,generally make Updates available for licensing to the public.Upon general availability of Updates during
the Subscription Term,CONTRACTOR shall provide Ordering Activity with Updates for covered Licenses.Any such Updates so delivered to
Ordering Activity shall be considered SOFTWARE under the terms of this ATTACHMENT A,except they are not covered by the Limited Warranty
applicable to SOFTWARE,to the extent permitted by applicable law.Subscription Advantage may be purchased for the SOFTWARE until it is no
longer offered in accordance with the CITRIX PRODUCT Support Lifecycle Policy posted at www.citrix.com. This website reference is for
informational purposes only.
Ordering Activity acknowledge that CONTRACTOR may develop and market new or different computer programs or editions of the SOFTWARE
that use portions of the SOFTWARE and that perform all or part of the functions performed by the SOFTWARE.Nothing contained in this
ATTACHMENT A shall give Ordering Activity any rights with respect to such new or different computer programs or editions.Ordering Activity also
acknowledge that CONTRACTOR is not obligated under this ATTACHMENT A to make any Updates available to the public.Any deliveries of
Updates shall be Ex Works CITRIX(Incoterms 2000).
3. SUPPORT.Ordering Activity may buy SUPPORT for the SOFTWARE.SUPPORT shall begin on the date of SUPPORT activation by
CONTRACTOR THROUGH CITRIX and shall run for a one(1)year term subject to Ordering Activity's purchase of annual renewals.SUPPORT is
sold including various combinations of Incidents,technical contacts,coverage hours,geographic coverage areas,technical relationship
management coverage,and infrastructure assessment options.An"Incident"is defined as a single SUPPORT issue and reasonable effort(s)
needed to resolve it.An Incident may require multiple telephone calls and offline research to achieve final resolution.The Incident severity will
determine the response levels for the SOFTWARE.Unused Incidents and other entitlements expire at the end of each annual term.SUPPORT may
be purchased for the SOFTWARE until it is no longer offered in accordance with the CITRIX PRODUCT Support Lifecycle Policy posted at
www.citrix.com. This website reference is for informational purposes only. SUPPORT will be provided remotely from CONTRACTOR THROUGH
CITRIX to your locations.Where on-site visits are mutually agreed,Ordering Activity will be billed for reasonable travel and living expenses in
accordance with Ordering Activity's travel policy.CONTRACTOR THROUGH CITRIX'performance is predicated upon the following responsibilities
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being fulfilled by Ordering Activity:(i)Ordering Activity will designate a Customer Support Manager("CSM")who will be the primary administrative
contact;(ii)Ordering Activity will designate Named Contacts(including a CSM),preferably each CITRIX certified,and each Named Contact
(excluding CSM)will be supplied with an individual service ID number for contacting SUPPORT;(iii)Ordering Activity agree to perform reasonable
problem determination activities and to perform reasonable problem resolution activities as suggested by CONTRACTOR THROUGH CITRIX.
Ordering Activity agrees to cooperate with such requests;(iv)Ordering Activity is responsible for implementing procedures necessary to safeguard
the integrity and security of SOFTWARE and data from unauthorized access and for reconstructing any lost or altered files resulting from
catastrophic failures;(v)Ordering Activity is responsible for procuring,installing,and maintaining all equipment,telephone lines,communications
interfaces,and other hardware at Ordering Activity's site and providing CONTRACTOR THROUGH CITRIX with access to Ordering Activity's
facilities as required to operate the SOFTWARE and permitting CONTRACTOR THROUGH CITRIX to perform the service called for by this
ATTACHMENT A;and(vi)Ordering Activity is required to implement all currently available and applicable hotfixes,hotfix rollup packs,and service
packs or their equivalent to the SOFTWARE in a timely manner.CONTRACTOR THROUGH CITRIX is not required to provide any SUPPORT
relating to problems arising out of:(i)Ordering Activity's customization to the operating system or environment that adversely affects the
SOFTWARE;(ii)any alterations of or additions to the SOFTWARE performed by parties other than CONTRACTOR THROUGH CITRIX;(iii)use of
the SOFTWARE on a processor and peripherals other than the processor and peripherals for which such SOFTWARE was designed and licensed
for use on;or(iv)SOFTWARE that has reached End-of-Life.In situations where CONTRACTOR THROUGH CITRIX cannot provide a satisfactory
resolution to Ordering Activity's critical problem through normal SUPPORT methods,CONTRACTOR THROUGH CITRIX may engage its product
development team to create a private fix.Private fixes are designed to address Ordering Activity's specific situation and may not be distributed by
Ordering Activity outside Ordering Activity's organization without written consent from CONTRACTOR.CONTRACTOR retains all right,title,and
interest in and to all private fixes.Any hotfixes or private fixes are not SOFTWARE under the terms of this ATTACHMENT A and they are not
covered by the Limited Warranty applicable to SOFTWARE,to the extent permitted by applicable law.With respect to infrastructure assessments or
other consulting services,all intellectual property rights in all reports,preexisting works and derivative works of such preexisting works,as well as
installation scripts and other deliverables and developments made,conceived,created,discovered,invented,or reduced to practice in the
performance of the assessment are and shall remain the property of CONTRACTOR,subject to a worldwide,nonexclusive License to Ordering
Activity for internal use.
4. DESCRIPTION OF OTHER RIGHTS,LIMITATIONS,AND OBLIGATIONS.Unless expressly permitted by applicable law,Ordering Activity may not
transfer,rent,timeshare,or lease the SOFTWARE.Under the User or Device model,Ordering Activity may permanently reassign a License from
one User to another or from one Device to another,and Ordering Activity may temporarily assign a License to a temporary worker while the User is
absent or a License to a loaner device while the Device is out of service.If Ordering Activity purchased Licenses for the SOFTWARE to replace
other CITRIX Licenses for other CITRIX SOFTWARE and such replacement is a condition of the transaction,Ordering Activity agrees to destroy
those other CITRIX Licenses and retain no copies after installation of the new Licenses and SOFTWARE.Ordering Activity shall provide the serial
numbers of such replaced Licenses and corresponding replacement Licenses to the reseller,and upon request,directly to CONTRACTOR for
license tracking purposes.Except as specifically licensed herein,Ordering Activity may not modify,translate,reverse engineer,decompile,
disassemble,create derivative works based on,or copy(except for backup as permitted above)the SOFTWARE,except to the extent such
foregoing restriction is expressly prohibited by applicable law.Ordering Activity may not remove any proprietary notices,labels,or marks on any
SOFTWARE.Notwithstanding the foregoing,this ATTACHMENT A shall not prevent or restrict Ordering Activity from exercising additional or
different rights to any free,open source code,documentation and materials contained in or provided with the SOFTWARE in accordance with the
applicable free,open source license for such code,documentation,and materials.
ORDERING ACTIVITY MAY NOT USE,COPY,MODIFY,OR TRANSFER THE SOFTWARE OR ANY COPY IN WHOLE OR IN PART,OR GRANT
ANY RIGHTS IN THE SOFTWARE OR ACCOMPANYING DOCUMENTATION,EXCEPT AS EXPRESSLY PROVIDED IN THIS ATTACHMENT A.
ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY CONTRACTOR OR ITS SUPPLIERS.
5. LIMITED WARRANTY AND DISCLAIMER.CONTRACTOR warrants that for a period of ninety(90)days from the date of delivery of the
SOFTWARE to Ordering Activity,the SOFTWARE will perform substantially in accordance with the CITRIX PRODUCT documentation published by
CITRIX and included with the PRODUCT.CONTRACTOR and its suppliers'liability and Ordering Activity's remedy under this warranty(which is
subject to Ordering Activity returning the SOFTWARE to CONTRACTOR or an authorized reseller)will be,at the option of CONTRACTOR and
subject to applicable law,to replace the media and/or SOFTWARE or to refund the purchase price and terminate this ATTACHMENT A.
CONTRACTOR will provide the SUPPORT requested by Ordering Activity in a professional and workmanlike manner,but CONTRACTOR cannot
guarantee that every question or problem raised by Ordering Activity will be resolved or resolved in a certain amount of time.TO THE EXTENT
PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE LIMITED WARRANTY FOR SOFTWARE,CONTRACTOR AND ITS
SUPPLIERS MAKE AND ORDERING ACTIVITY RECEIVE NO WARRANTIES OR CONDITIONS,EXPRESS,IMPLIED,STATUTORY,OR
OTHERWISE;AND CONTRACTOR AND ITS SUPPLIERS SPECIFICALLY DISCLAIM WITH RESPECT TO SOFTWARE,UPDATES,
SUBSCRIPTION ADVANTAGE,AND SUPPORT ANY CONDITIONS OF QUALITY,AVAILABILITY,RELIABILITY,SECURITY,LACK OF VIRUSES,
BUGS,OR ERRORS,AND ANY IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF TITLE,QUIET
ENJOYMENT,QUIET POSSESSION,MERCHANTABILITY,NONINFRINGEMENT,OR FITNESS FORA PARTICULAR PURPOSE.THE
SOFTWARE IS NOT DESIGNED,MANUFACTURED,OR INTENDED FOR USE OR DISTRIBUTION WITH ANY EQUIPMENT THE FAILURE OF
WHICH COULD LEAD DIRECTLY TO DEATH,PERSONAL INJURY,OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.ORDERING
ACTIVITY ASSUMES THE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND HARDWARE TO ACHIEVE ORDERING
ACTIVITY'S INTENDED RESULTS,AND FOR THE INSTALLATION OF,USE OF,AND RESULTS OBTAINED FROM THE SOFTWARE AND
HARDWARE.
6. PROPRIETARY RIGHTS.No title to or ownership of the SOFTWARE is transferred to Ordering Activity.CONTRACTOR and/or its licensors own
and retain all title and ownership of all intellectual property rights in and to the SOFTWARE,including any\adaptations or copies.Ordering Activity
acquires only a limited License to use the SOFTWARE.
7. U.S.GOVERNMENT END-USERS.If Ordering Activity is a U.S.Government agency,in accordance with Section 12.212 of the Federal Acquisition
Regulation(48 CFR 12.212(October 1995))and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement
(48 CFR 227.7202-1,227.7202-3(June 1995)),Ordering Activity hereby acknowledge that the SOFTWARE constitutes"Commercial Computer
Software"and that the use,duplication,and disclosure of the SOFTWARE by the U.S.Government or any of its agencies is governed by,and is
subject to,all of the terms,conditions,restrictions,and limitations set forth in this ATTACHMENT A.In the event that,for any reason,Sections
12.212,227.7202-1 or 227.7202-3 are deemed not applicable,Ordering Activity hereby acknowledge that the Government's right to use,duplicate,
or disclose the SOFTWARE are"Restricted Rights"as defined in 48 CFR Section 52.227-19(c)(1)and(2)(June 1987),or DFARS 252.227-
7014(a)(14)(June 1995),as applicable.Manufacturer is Citrix Systems,Inc.,851 West Cypress Creek Road,Fort Lauderdale,Florida,33309.
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EXHIBIT A—ORDERING ACTIVITY RETURN POLICY
Limited Warranty.Contractor warrants to Ordering Activity for each Product that the Hardware delivered as part of an Appliance shall be free from
defects in material and workmanship in normal use for a period of one(1)year from the date of purchase.Ordering Activity's remedy and the liability of
Contractor,its licensors,and suppliers under this warranty.This warranty extends only to the original Ordering Activity and may not be assigned.
Ordering Activity's remedy and the liability of Contractor,its licensors and suppliers under this limited warranty(which is subject to Ordering Activity
returning the Hardware to Contractor or an authorized reseller)will be,at the discretion of Contractor,to replace the Hardware or refund the purchase
price.This warranty does not cover any loss or damage which occurs in shipment or which is due to any of the following:(1)improper installation,
maintenance,adjustment,repair or modification by Ordering Activity or a third party;(2)misuse,neglect,or any other cause other than ordinary use,
including without limitation,accidents or acts of God;(3)improper environment,excessive or inadequate heating or air conditioning,electrical power
failures,surges,or other irregularities;or(4)third party software or software drivers.Ordering Activity's maintenance agreement as detailed in Exhibit B
hereunder with Contractor will supersede this Ordering Activity Return Policy.
Warranty Returns.Ordering Activity may return to Contractor through Citrix any defective Product subject to the limited warranty above.Prior to such
return,Ordering Activity shall verify that the Product is defective and shall obtain from Citrix a Return Material Authorization("RMA")number.Ordering
Activity shall request each RMA number from Citrix in accordance with Citrix's RMA procedures including providing the part number,serial number and
reason for return,an explanation of all failure symptoms and other relevant information.Citrix shall use commercially reasonable efforts to send to
Ordering Activity an RMA form and RMA number within five(5)business days of Ordering Activity's request.Within five(5)business days after receiving
an RMA number for the Product,Ordering Activity shall package the Product in its original packing material or equivalent,write the RMA number on the
outside of the package and return the Product,at Contractor's cost,shipped properly insured,freight prepaid,DDP(Incoterms 2000)Citrix's designated
facility.Ordering Activity shall enclose with the returned Product the applicable RMA form,and any other documentation or information requested by
Citrix.Ordering Activity shall assume any and all risk of loss of or damage to the Product during shipping.Citrix shall elect to repair or replace the
Product using new or reconditioned parts(of better or equivalent quality)at Citrix's discretion,and shall pay the shipping costs to return the Product to
the location from which it was returned by Ordering Activity. Any Product that has been returned,but that Citrix determines not to be defective,or that is
not otherwise covered under the limited warranty above,shall be returned to Ordering Activity at Ordering Activity's expense and risk.Title to any
Product returned under warranty shall at all times remain with Ordering Activity unless and until Citrix either replaces the Product or pays Ordering
Activity the Price of the Product in lieu of repair or replacement,at which time title shall pass to Citrix.The warranty period of any repaired or replaced
Product shall be the longer of(a)ninety(90)calendar days from Citrix's return shipment of the Product or(b)the original warranty period for the Product.
Citrix shall not be responsible for any software,firmware,information,memory,data or the like of Ordering Activity or other's contained in,stored on or
integrated with any Product returned to Citrix for repair,whether or not under warranty.
EXHIBIT B—CITRIX APPLIANCE MAINTENANCE&TECHNICAL SUPPORT
1. SERVICES PROVIDED BY CITRIX.
Contractor through Citrix offers a range of maintenance programs for its Products(including standard Products and optional Products)as described
below and as summarized in the below Citrix Appliance Maintenance Program Overview(the"Program Overview").Ordering Activity shall be entitled to
receive the following services to the extent Ordering Activity has ordered and paid in full the Annual GSA Fee for the applicable service.Ordering Activity
must purchase maintenance services for its optional Products where Ordering Activity has maintenance services in place for the corresponding standard
Product.Ordering Activity may purchase maintenance services for its optional Products only where it has maintenance services in place for the
corresponding standard Product.Ordering Activity may also purchase optional installation and/or consulting services as offered by Contractor through
Citrix.
Extended hardware Warranty D includes the following:
Except as otherwise provided in this Attachment A,Contractor warrants to Ordering Activity that the Hardware(as defined below)shall be free from
material defects in materials and workmanship during the term of this Attachment A.Contractor's liability and Ordering Activity's remedy under this
warranty shall be limited to repair or replacement of,or refund of the price paid for,the non-conforming Product at Contractor's option.For purposes of
this Attachment A,"Hardware"shall mean that portion of the Product that is not the Software.For purposes of this Attachment A,"Software"shall mean
the Product software, in machine-readable form,and accompanying user documentation licensed to Ordering Activity by Contractor pursuant to an
applicable purchase order between Ordering Activity and Contractor for such license.
Software Subscription Service D includes the following:
Software Updates.
Ordering Activity's subscription for Software("Subscription Advantage")shall be effective during the term of this Attachment A,subject to Ordering
Activity's purchase of annual renewals(the"Subscription Term").During the Subscription Term,Contractor may,from time to time,generally make
Updates available for licensing to the public.For the purposes of this Attachment A,an Update shall mean a generally available release of the same
Software.Upon general availability of Updates during the Subscription Term,Ordering Activity may obtain Updates by downloading the Update from
Contractor through Citrix's server via the Internet.Any such Updates so delivered to Ordering Activity shall be considered Software under the terms of
this Attachment A,except they are not covered by the Limited Warranty applicable to Software,to the extent permitted by applicable law.Subscription
Advantage may be purchased for the Software until it is no longer offered in accordance with the Citrix Product Support Lifecycle Policy posted at
wwwcitrix.com.This website reference is for informational purposes only.
Ordering Activity acknowledges that Contractor through Citrix may develop and market new or different computer programs or editions of the Software
that use portions of the Software and that perform all or part of the functions performed by the Software.Nothing contained in this Attachment A shall
give Ordering Activity any rights with respect to such new or different computer programs or editions.Ordering Activity also acknowledge that Contractor
is not obligated under this Attachment A to make any Updates available to the public.Any deliveries of Updates shall be Ex Works Citrix(Incoterms
2000).
Bronze/Silver/Gold Maintenance
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Bronze Maintenance includes all of the services set forth above under Extended Warranty Program and Software Subscription Service,plus each of the
following:
Telephone Support. During the term of this Attachment A,Contractor through Citrix shall provide Ordering Activity technical telephone support for the
Product through the Citrix support line during designated business hours.Citrix Appliance Support Coverage hours are indicated in the Program
Overview.Citrix support technicians shall only be obligated to respond to Ordering Activity's designated contacts.
Support Service Level.Contractor through Citrix shall respond within twenty four(24)hours of receiving an inquiry from Ordering Activity if received
during a business day(or if received on a day other than a business day,within twenty four(24)hours of the opening of business on the succeeding
business day)regarding use or installation of the Product,and use diligent efforts to answer questions and resolve problems.
Returns.During the term of this Attachment A,Ordering Activity shall have the right to return to Contractor through Citrix any defective Product subject to
the limited warranty set forth in the Extended Warranty Program above.Prior to such return,Ordering Activity shall verify that said Product is defective
and shall obtain from Citrix a Return Material Authorization("RMA")number.Ordering Activity shall request each RMA number from Citrix in accordance
with Citrix's RMA procedures including providing the part number,serial number,quantity and reason for return,an explanation of all failure symptoms
and other relevant information.Citrix shall ship via a recognized express courier service a replacement Product to Ordering Activity no later than ten(10)
business days after Citrix's issuance of an RMA number(or longer in countries where regulation requires export approval documentation in advance of
RMA shipment).The replacement Product may be a new or reconditioned Product(of better or equivalent quality)at Citrix's discretion.Citrix shall pay
the shipping costs to ship the replacement Product to Ordering Activity.Within five(5)business days after Citrix issues an RMA number for the defective
Product,Ordering Activity shall package said Product in its original packing material or equivalent,write the RMA number on the outside of the package
and return said Product,at Ordering Activity's cost,shipped properly insured,freight prepaid,DDP(Incoterms 2000)Citrix's designated facility.Ordering
Activity shall enclose with the retumed Product the applicable RMA form,and any other documentation or information requested by Citrix.Ordering
Activity shall assume any and all risk of loss of or damage to such Product during shipping.Title to the defective Product shall pass to Citrix upon Citrix's
receipt thereof.When a replacement Product is provided and Ordering Activity fails to return the defective Product to Citrix within ten(10)business days
after Citrix issues an RMA number for the defective Product,Contractor may charge Ordering Activity,and Ordering Activity shall pay for the replacement
Product at the then current GSA price.The warranty period of any replacement Product shall be the longer of(a)ninety(90)calendar days from Citrix's
shipment of said Product or(b)the remainder of the applicable warranty period for said Product pursuant to the Extended Warranty Program.
Silver Maintenance includes all of the services set forth above under Extended Warranty Program and Software Subscription Service plus each of the
following:
Telephone Support. During the term of this Attachment A,Contractor through Citrix shall provide Ordering Activity technical telephone support for the
Product through the Citrix support line during designated business hours.Citrix Appliance Support Coverage hours are indicated in the Program
Overview.Citrix support technicians shall only be obligated to respond to Ordering Activity's designated contacts.
Support Service Level.Contractor through Citrix shall respond within twelve(12)hours of receiving an inquiry from Ordering Activity if received during a
business day(or if received on a day other than a business day,within twelve(12)hours of the opening of business on the succeeding business day)
regarding use or installation of the Product,and use diligent efforts to answer questions and resolve problems.
Returns.During the term of this Attachment A,Ordering Activity shall have the right to return to Contractor through Citrix any defective Product subject to
the limited warranty set forth in the Extended Warranty Program above pursuant to the Advance Return provisions set forth below.
Gold Maintenance includes all of services set forth above under Extended Warranty Program and Software Subscription Service plus each of the
following:
Telephone Support. During the term of this Attachment A,Contractor through Citrix shall provide Ordering Activity technical telephone support for the
Product through the Citrix support line twenty-four(24)hours per day,three hundred sixty-five(365)days per year.Citrix's support technician shall only
be obligated to respond to Ordering Activity's designated contacts.
Support Service Level.Contractor through Citrix shall respond within two(2)hours of receiving an inquiry from Ordering Activity regarding use or
installation of the Product,and use diligent efforts to answer questions and resolve problems.
Returns.During the term of this Attachment A,Ordering Activity shall have the right to return to Contractor through Citrix any defective Product subject to
the limited warranty set forth in the Extended Warranty Program above pursuant to the Advance Return provisions set forth below.
Advance Return
Prior to any return as to which Advance Return applies,Ordering Activity shall first verify that said Product is defective and shall obtain from Contractor
through Citrix a Return Material Authorization("RMA")number.Ordering Activity shall request each RMA number from Citrix in accordance with Citrix's
RMA procedures including providing the part number,serial number,quantity and reason for return,an explanation of all failure symptoms and other
relevant information.Citrix shall ship via a recognized express courier service a replacement Product to Ordering Activity no later than one(1)business
day after Citrix's issuance of an RMA number,except in countries where regulation requires export approval documentation in advance of RMA shipment
(current list shown in the table below).The replacement Product may be a new or reconditioned Product(of better or equivalent quality)at Citrix's
discretion.Citrix shall pay the shipping costs to ship the replacement Product to Ordering Activity.Within five(5)business days after Citrix issues an
RMA number for the defective Product,Ordering Activity shall package said Product in its original packing material or equivalent,write the RMA number
on the outside of the package and return said Product,at Citrix's shipping expense to Citrix's designated facility.Title to the defective Product shall pass
to Citrix upon Citrix's receipt thereof.When a replacement Product is provided and Ordering Activity fails to return the defective Product to Citrix within
ten(10)business days after Citrix issues an RMA number for the defective Product,Contractor may charge Ordering Activity.The warranty period of any
replacement Product shall be the longer of(a)ninety(90)calendar days from Citrix's shipment of said Product or(b)the remainder of the applicable
warranty period for said Product pursuant to the Extended Warranty Program.
`Current list of countries requiring export approval documentation before shipment of replacement Product:
Country RMA Documents Time Estimate
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Egypt CVO/EX A/Embassy 10 business days
Jordan CVO/EX A/Embassy/Min. 10 business days
foreign
Kuwait EX A/Embassy/CVO 10 business days
Qatar EX A/Embassy/CVO/Min. 10 business days
foreign
Norway EU A 1 business day
Switzerland EU A 1 business day
Dubai/United CVO/EX A 2 business days
Arab Emirates
Israel CVA/EX A 2 business days
Russian EX A 2 business days
Federatio
Saudi Arabia EX A/CVO 2 business days
South Africa EX A 2 business days
Turkey EX A/ATR 2 business days
4-hour Advance Return
Where available,and upon payment of the applicable GSA fees,Ordering Activities receiving Gold Maintenance may select an optional expedited
Advance Return service.The features of the 4-hour Advance Retum are the same as the standard Advance Return above,except that Contractor
through Citrix shall ship via a recognized express courier service a replacement Product to Ordering Activity no later than four(4)hours after Citrix's
issuance of an RMA number.
Onsite Support
This Attachment Adoes not include onsite support.In critical situations,Ordering Activity may request onsite support as a separate and distinct billable
service,subject to a separate purchase order between Contractor and Ordering Activity.Onsite support is subject to Contractor through Citrix resource
availability,and the tasks performed will vary based on the situation,environment,and business impact of the problem.
Product Development Support
In situations where Contractor through Citrix cannot provide a satisfactory resolution to Ordering Activity's critical problem through normal support
methods,Citrix may engage its product development team to create a Ordering Activity-specific solution(a"Private Fix")to the Products.Privates Fixes
are designed to address a specific Ordering Activity situation and may not be distributed by Ordering Activity outside the Ordering Activity organization
without written consent from Citrix.Private Fixes and hotfixes are provided'as-is',without warranty of any kind applicable to Software pursuant to this
Attachment A to the extent permitted by applicable law.Citrix retains all right,title and interest in and to all Private Fixes.
Technical Relations Management
Ordering Activity may select an optional Technical Relations Manager(TRM)to enhance the technical support relationship between Ordering Activity
and Contractor through Citrix.The TRM provides high-level technical expertise and proactive services,and also serves as the point of information
delivery and feedback to Citrix product groups,research and development teams,and other Citrix groups.These services include:
• Orientation Session.At the start of this service,an initial orientation session will be scheduled for the TRM to introduce the Ordering Activity
to Citrix Technical Support contact information and processes.
• Escalation Management.In cases where issues need engineering assistance,the TRM will act as the Ordering Activity's advocate and
function as point-of-contact to assist in rapid resolution of the incident.
• Implementation and Informational Reviews.The TRM will be a resource for the Ordering Activity to assist with product information and
recommendations for integration of Citrix products in the Ordering Activity environments.
• Incident Tracking and Status Reporting Sessions.TRM will provide the Ordering Activity on a regular basis,reports summarizing Ordering
Activity account information such as incidents opened and status updates.
TRM services can only be used in a single geographical region.Ordering Activities wishing to use TRM services in more than one region must
purchase 200 hour blocks in each region.All TRM purchased hours are valid for 12 months from date of purchase;unused TRM hours do not roll over
into a subsequent purchase order term.Citrix regions are as follows:(a)Americas—North America,Latin America,and the Caribbean;(b)EMEA—
Europe,Middle East and Africa;(c)Asia Pac—Asia,New Zealand and Australia and(d)Japan.Ordering Activities should contact Contractor through
Citrix Technical Support to determine TRM service availability in their region.
2. ORDERING ACTIVITY RESPONSIBILITIES.
a. Ordering Activity Assistance.Contractor through Citrix's performance is predicated upon the following responsibilities being fulfilled by
Ordering Activity:(i)Ordering Activity agrees to provide Citrix reasonable access to all necessary personnel to answer questions or
resolve problems reported by Ordering Activity regarding the Products;(ii)Ordering Activity agrees to perform reasonable problem
determination activities and to perform reasonable problem resolution activities as suggested by Citrix.Ordering Activity agrees to
cooperate with such requests;(iii)Ordering Activity is responsible for implementing procedures necessary to safeguard the integrity and
security of Software and data from unauthorized access and for reconstructing any lost or altered files resulting from catastrophic failures;
(iv)Ordering Activity is responsible for procuring,installing,and maintaining all equipment,telephone lines,communications interfaces,
and other hardware at Ordering Activity's site;(v)Ordering Activity is required to implement all currently available and applicable Updates
and error corrections provided by Citrix under this Attachment A in a timely manner,including hotfixes,hotfix rollup packs,and service
packs or their equivalent;and(vi)Ordering Activity shall allow Citrix access as needed to the Products via the Internet for the purpose of
providing support services and shall permit Citrix to perform the support services called for by this Attachment A.Ordering Activity shall
maintain Citrix supported versions of required third party software,if any.
GS-35F-0511T �___ https://www.immixgroup.com/contract-vehicles/osant-70/0511T/ Page 306 �— `
EC America, Inc.
a subsidiary of ImmixGroup
b. Named Contacts.Ordering Activity shall appoint at least two(2)named contacts within Ordering Activity's organization to serve as
contacts between Ordering Activity and Contractor through Citrix and to receive support through Citrix's telephone support center.
Ordering Activity's contacts shall have been adequately trained on the Software and shall have sufficient technical expertise,training and
experience.
3. EXCLUSIONS.
Notwithstanding anything in this Attachment A to the contrary,Contractor through Citrix shall have no obligation or responsibility to provide any support
services relating to problems arising out of or related to(i)Ordering Activity's failure to implement all updates to the Software which are made available
to Ordering Activity under this Attachment A;(ii)the failure to provide a suitable installation environment;(iii)Ordering Activity's customization to the
operating system or environment that adversely affects the Software;(iv)any alteration,modification,enhancement or addition to the Products
performed by parties other than Citrix;(v)use of the Products in a manner,or for a purpose,for which it was not designed;(vi)accident,abuse,neglect,
unauthorized repair,inadequate maintenance or misuse of the Products;(vii)operation of the Products outside of environmental specifications;(viii)
interconnection of the Software with other software products not supplied by Citrix;(ix)use of the Software on any systems other than the specified
hardware platform for such Software;or(x)introduction of data into any database used by the Software by any means other than the use of the
Software.Notwithstanding anything else contained in this Attachment A to the contrary,Citrix shall only be obligated to provide support for eligible
Products as indicated in the Citrix Appliance End of Life Policy available www.citrix.com. This website reference is for informational purposes only.
4. OWNERSHIP AND USE;WARRANTY DISCLAIMER.
a. Ownership and Use.All Updates and other changes,improvements,bug fixes or other modifications to the Software provided under this
Attachment A shall be deemed to be included within the Software and shall be subject to the terms and conditions of this Attachment A
except that they are not covered by the warranty.With respect to installation and consulting services relating to the Product purchased
from Contractor,all intellectual property rights in all reports,preexisting works and derivative works of such preexisting works,as well as
installation scripts and all other deliverables and developments made,conceived,created,discovered,invented,or reduced to practice in
the performance of the consulting services are and shall remain the property of Contractor,subject to a worldwide,nonexclusive license
to Contractor for internal use.
b. Warranty and Warranty Disclaimer.Contractor shall use all reasonable commercial efforts to provide the support,installation and
consulting services requested by Ordering Activity under this Attachment A in a professional and workmanlike manner,but Contractor
cannot guarantee that every question or problem raised by Ordering Activity shall be resolved.OTHER THAN THE EXPRESS LIMITED
WARRANTIES MADE BY CONTRACTOR,CONTRACTOR MAKES,AND ORDERING ACTIVITY RECEIVES,NO WARRANTIES,
REPRESENTATIONS OR CONDITIONS OF ANY KIND,EXPRESS,IMPLIED,STATUTORY OR OTHERWISE ARISING IN ANY WAY
OUT OF,RELATED TO,OR UNDER THIS ATTACHMENT A OR THE PROVISION OF MATERIALS OR SERVICES HEREUNDER,AND
CONTRACTOR HEREBY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS,IMPLIED,STATUTORY AND OTHER WARRANTIES,
REPRESENTATIONS AND CONDITIONS INCLUDING WITHOUT LIMITATION THOSE ARISING FROM A COURSE OF DEALING,
LAW,USAGE OR TRADE PRACTICE AND THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,FITNESS FOR A
PARTICULAR PURPOSE,NON-INFRINGEMENT AND SATISFACTORY QUALITY.
HOW TO CONTACT CITRIX TECHNICAL SUPPORT
If Ordering Activity purchased maintenance for Citrix products,Ordering Activity can contact Citrix Technical Support either by phone or via the
Internet.In order to contact Citrix Technical Support each individual named contact must have a valid support agreement number in place.If Ordering
Activity purchased maintenance and Ordering Activity have been designated a named contact,Ordering Activity should have received Ordering
Activity's individual agreement number via email.However,if Ordering Activity has not received Ordering Activity's agreement number,please send
an email to Contractor through Citrix(addresses provided below)with your name,company name,phone number and serial number of the unit.
Phone
• From North America,Latin America,and the Caribbean,please dial:1-800-424-8749 or(954)267-2599
• From EMEA(Europe,Middle East,Africa),please dial:00353-1-805-5000
• From APAC(Australia,New Zealand and Asia),please dial:+61-2 8870 0899
• From Japan,please contact your distributor directly.
Ordering Activity may also find Ordering Activity's country specific toll free phone number by going to the following website address:
www.citrix.com/English/ss/supportContacts.asp
Internet
• Log on to www.mycitrix.com
• Navigate to the Toolbox and select"My Support".This will direct Ordering Activity to the eService Self Service Homepage.This view provides
links with associated descriptions in a user friendly web-based format.These links will include Service Requests,Agreements and Returns/
Exchange Orders.Ordering Activity can find more details as you navigate through each link.
Email
• From North America,Latin America and the Caribbean,please use techsupport nacitrix.com
• From EMEA(Europe,Middle East,&Africa),please use techsupport emea(a)citrix.com
• From APAC(Australia,New Zealand and Asia),please use techsupport apac(a�citrix.com
• From Japan,please contact your distributor directly.
CITRIX APPLIANCE MAINTENANCE PROGRAM OVERVIEW
GS-35F-0511T � https://www.immixqroup.com/contract-vehicles/qsa/it-70/0511T/ Page 307
EC America, Inc.
a subsidiary of `® immixGroup
As an Ordering Activity,Ordering Activity is entitled the following services as described in this document to the extent Ordering Activity has ordered and
paid in full the Annual Fee for the applicable service.
Ordering Activity puts confidence in Contractor through Citrix when Ordering Activity installed products in Ordering Activity's network infrastructure.Citrix
wants that confidence to last,and is committed to making sure Ordering Activity's Citrix Appliance is successfully implemented and continues to work to
provide a robust solution for Ordering Activty's applications.The Citrix Appliance Maintenance Program has been designed to help sustain,grow and
enhance our products within Ordering Activity's infrastructure,so Ordering Activity can be assured of their performance every step of the way.
The levels of maintenance that are available for the Citrix products are:
Bronze(not currently available for Citrix Access Gateway)
• Unlimited incidents during each one-year term
• Standard business hours(see technical support coverage hours below)
• One year of software updates and bug fixes
• 2 named contacts
• Standard replacement for materials(ships within 10 business days after issuing the RMA number*)
Silver
• Unlimited incidents during each one-year term
• Standard business hours(see technical support coverage hours below)
• One year of software updates and bug fixes
• Assigned Support Account Manager for non-technical Relations Management Services
• 4 named contacts
• Advanced replacement for materials(ships within 1 business day after issuing the RMA number*)
Gold
• Unlimited incidents during each one-year term
• 24 x 7 coverage hours
• One year of software updates and bug fixes
• Assigned Support Account Manager for non-technical Relations Management Services
• 6 named contacts
• Advanced replacement for materials(ships within 1 business day after issuing the RMA number')
*Please note that in countries where regulation requires export approval documentation in advance of RMA shipment,the time for shipment may be
longer.
Citrix Appliance Technical Support Coverage Hours
Bronze Silver Gold
North America,Latin America, 8 a.m.to 9 p.m.U.S.Eastern time, 8 a.m.to 9 p.m.U.S.Eastern time, 24 x 7
and the Caribbean Monday-Friday Monday-Friday
Asia(excluding Japan*) 8 a.m.to 6 p.m.Hong Kong time, 8 a.m.to 6 p.m.Hong Kong time, 24 x 7
Monday-Friday Monday-Friday
Australia&New Zealand 8 a.m.to 6 p.m.AEST,Monday-Friday 8 a.m.to 6 p.m.AEST,Monday-Friday 24 x 7
Europe,Middle East,&Africa 8 a.m.to 6 p.m.GMT,Monday-Friday 8 a.m.to 6 p.m.GMT,Monday-Friday 24 x 7
*Ordering Activities in Japan should contact their local distributor for technical support coverage.
Contractor through Citrix's tiered Citrix Appliance Maintenance Program allows Ordering Activity to select the level of service that is best for Ordering
Activity.Citrix's goal is to continue to earn Ordering Activity's confidence and to exceed Ordering Activity's expectations.If Ordering Activity has not
already chosen a Citrix Appliance Maintenance Program,please review the levels above.
GS-35F-0511T httos.//www.immixqroup.com/contract-vehicles/osa/it-70/0511T/ Page 308
EC America, Inc. Sales Quotation
a subsidiary of O IrnmixGroup
Greg Johnson Contract No.: GS-35F-0511T
City of Corpus Christi
, PH: 361-826-8354
gregj@cctexas.com CAGE Code: 1QTH6
DUNS No.: 01-757-3259
TAX ID#: 52-2085893
Terms: Net 30
FOB: Destination
Order/Payment Address:
Quote Number: QUO-1062213-C4G6B2 EC America
Quote Date: 11/25/2019 8444 Westpark Drive,Suite 200
Expiration Date: 12/25/2019 McLean,VA 22102
PH:703-752-0610 FX:703-752-0611
EFT: BB&T
Routing No.054001547
EC America Contact: Post, Kelly
703-752-0651 Kelly_Post@immixgroup.com
Manufacturer Quote#: Manufacturer Contact: Pflum,Ben
Manufacturer Ref#: 49983276 954-267-3059 Ben.pflum@citrix.com
-411um•:r r;onfrac Product DescriptionQty Price '
Type �r!
1 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 20 $87.6600 $1,753.20
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001543375-30840
2 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 15 $87.6600 $1,314.90
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001459344-77857
3 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 10 $87.6600 $876.60
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001999648-68699
4 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 15 $87.6600 $1,314.90
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001791392-72456
5 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 100 $87.6600 $8,766.00
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001810853-57647
6 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 400 $87.6600 $35,064.00
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
(Serial Number: LA-0001081244-01496 I I l
All Pricing information is confidential Page 1 of 2 Quote# QUO-1062213-C4G6B2
EC America, Inc. Sales Quotation Continued
a subsidiary of 4 immixGroup
7 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 20 $87.6600 $1,753.20
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001642682-19484
8 4034304 GS-35F-0511T MNT Citrix XenDesktop Enterprise Edition-x1 50 $87.6600 $4,383.00
User/Device Licen se Software Maintenance
Renewal**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0002209596-46970
9 4037750 GS-35F-0511T MNT Citrix Workspace Suite x1 User Perpetual 10 $173.5600 $1,735.60
License Software Maintenance Renewal**
TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0002002350-71462
10 4034484 OPENMARKET- MNT Citrix NetScaler VPX 200 Mbps Platinum 1 $4,085.8000 $4,085.80
EC Edition**TRUSTED PRODUCT**
Period of Performance: 12/31/2019 to 10/15/2021.
Serial Number: LA-0001994927-10334
11 REINSTATEMENT OPENMARKET- MNT Reinstatement Fee**TRUSTED PRODUCT** 1 $7,047.6700 $7,047.67
CITRIX EC
Period of Performance:12/30/2019 to 10/15/2021.
SW MAINTENANCE $68,094.87
Grand Total $68,094.87
Subject to the Terms and Conditions of GSA MAS Contract Number GS-35F-0511T;See: http://www.immixgroup.com/contract-
vehicles/gsa/it-70/0511T/
Open Market items are subject to the attached Terms and Conditions.
Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided.
All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number,Government Contract
Number or Our Quote Number, Bill-To and Ship-To Address(Cannot ship to a PO Box), Period of Performance(if applicable),and a
Signature of a duly Authorized Representative.
The identified line items are Trusted Products under the immixGroup Trusted Supplier Program.
immixGroup Trusted Supplier Program Policies, Commitments and Guarantees/Warranties can be obtained at:
http://www.immixgroup.com/uploadedFiles/Trusted-Supplier-Program_Guarantee-and-Warranty.pdf
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IT cant - (G
Ta4Aed7'✓Lcz7,0,ta, z? 11/26/2019 7-1-y
SECRET"p%. A proved as to form: 174kjhn
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Assistant City Attorney
ATTEST: For City Attorney
RE ECCA HUERTA
CITY SECRETARY
All Pricing information is confidential Page 2 of 2 Quote# QUO-1062213-C4G6B2