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2013-031 Avtec
Statement of Work ("SOW") for GSA orders between Avtec, Inc. ("Avtec") and Atascadero Police Department "Customer" General Information The SOW and any accompanying Attachments are intended to define the responsibilities, deliverables, pricing, schedule and any additional terms specific to this Console System implementation. Any modifications to this SOW shall be made In writing using the Change Order form included as Attachment 8 and signed by both Parties. Summary Avtec Inc. will provide Customer with the materials detailed in this SOW to implement a Scout Console system, as specified in Quote#2013-2.110, integrating the existing Atascadero Police Department analog radio system via Scout Outposts. Services included within this proposal are to be provided by Avtec with on-site technical support from approved designate, local service provider, Sterling Communications "Sterling". Atascadero Police Department assumes responsibility for all local tax and labor obligations and compliances. Other Documents The following Documents provide information with regards to the technical aspects of the project.No commercial terms and conditions contained in these documents are applicable to the project nor are any customer pre-printed Purchase Order Terms and Conditions accepted. The order of precedence for any conflicting language or obligations is as follows: 1. GSA Contract Terms and Conditions 2. Avtec Quotation#2023-2110(Pricing) Customer's use of any hardware or software products provided to Customer by Avtec shall be subject to the terms and conditions of the Avtec End User license Agreement attached hereto as"Attachment D" and incorporated herein. The terms of the End User License Agreement shall be effective and binding on the parties hereto upon execution of this SOW by Customer. Project Start~ Date Work on the project will begin at an agreed upon time subsequent to receipt of Purchase Order and after this Statement of Work is executed. Qualified Personnel As part of this proposal,Avtec and Sterling will provide qualified personnel during install,test and cutover of the Scout system. Both Avtec and Sterling shall provide qualified personnel to support all 1/2] project management,engineering,installation,documentation,testing and training requirements specified under this agreement and as specified in Quote#2013-2110. Project Management As part of this proposal, Avtec will act as the primary installation and support contractor with technical support and oversight provided by Sterling; Avtec will provide Scout trained and certified technical resources to facilitate the configuration, installation, testing, training and cutover activities of Avtec system during implementation. Avtec will assign a project manager(PM)who will manage the project.The PM will act as a single point of contact for the implementation of this SOW_ The PM will be responsible for contract administration, scheduling and monitoring progress of the deliverables. The PM will attend regularly scheduled project calls and present regular status reports of the implementation tasks to the Customer Lead Project Manager. All formal communications are to be channeled through the PM. In the event Customer selects local Channel Partner, Sterling Communications, "Sterling", to act as the primary contractor,Avtec's role will remain as the primary installer during implementation and cutover phase with all formal communications and activities being coordinated through Sterling. Payments and Milestones As per Quote#2013-2110 and GSA Contract Pricing and Equipment Lists are detailed in Avtec's quotation. Payment Milestones are agreed upon as follows: 1. Payment terms and conditions are per Avtec's existing 65A Contract. 2. Customer will be invoiced for all equipment upon shipment of Scout system, payment terms are Net30 from invoice date. 3. Customer will be invoiced for all Avtec services upon completion of installation,payment terms are Net30 from invoice date. Avtec Responsibilities (Avtec Direct Installation Only) 1. Project Management a. Collaborate with Customer to create project plan and schedule b. Attend regular calls/meetings c, issue weekly status reports to Customer Project Manager 2. Site Survey a. Avtec may survey the facilities where the equipment will be installed to provide information on site-specific requirements. 3. Provide Customer with requirements for all Avtec furnished equipment, including Physical, Environmental, Electrical,Computer,and Network specifications. 4. Submit detailed design information pertaining to the Scout console system to Customer 5. Procure Avtec-furnished equipment 6. Conduct Customer Workshop 2/21 a. Attended by Customer representatives with Operational authority from each user group b, Review System capabilities and operational requirements c. Review Operational processes and fit with new equipment d. Develop and document User interfaces e. Make decisions on console system configuration f. Training curriculum development 7. Factory Staging 8. Create configuration databases and iP address scheme 9. Execute agreed-upon system tests 10. Delivery a. Package equipment for shipping b. Ship equipment per Customer requirements 1L Unpack equipment and dispose of packing materials 12. Install Avtec provided equipment 13. Physical installation a. Install Avtec furnished equipment in designated locations b. Label cables with a unique identifier conforming to Customer requirements. c. Supply as-Built documentation including cross-reference of cable material, connectors, to/from information and Avtec part numbers for replacement. d. Software installation on computers(may occur during staging) 14. Console and gateway configuration Piloting/Testing 15. Preparation for placing system into service 16. Training a. Operator 17. Cutover Assistance 18. Review of Project with customer PM and presentation of Acceptance documents 19. Introductions and hand-off of system to Avtec Customer Support organization Avtec Responsibilities (Local Service provider Install/Support) I. Project Management a. Services to be provided by local service provider. b. Avtec to assist in equipment delivery and support requirements through local service provider. 2. Site Survey a. Avtec may survey the facilities where the equipment will be installed to provide information on site-specific requirements.This will be coordinated with and through the local service provider. 3. Provide Customer/Local Service Provider with requirements for all Avtec furnished equipment, including Physical,Environmental,Electrical,Computer,and Network specifications. 4. Support local service provider with detailed design review of information pertaining to the Scout console system. 5. Procure Avtec-furnished equipment. 6. Conduct Customer Workshop a. Service to be provided by local service provider. 7. Factory Staging 3/21 S. Support/execute agreed-upon system tests with local service provider (mandatory part of Avtec purchased services) 9. Delivery to location specified by Customer/local service provider. a. Package equipment for shipping b. Ship equipment per Customer/local service provider requirements 10. Support local service provider install of Avtec provided equipment 11. Physical installation a. Support local service provider install of Avtec furnished equipment in designated locations b. Label cables with a unique identifier conforming to Customer requirements. c. Support local service provider as-Built documentation including cross-reference of cable material,connectors,to/from information and Avtec part numbers for replacement d. Support local service provider software installation on computers 12. Support local service provider console and gateway configuration Piloting/Testing (included with Avtec support services purchased as part of procurement). 13. Support local service provider in preparation for placing system into service (included with Avtec support services purchased as part of procurement). 14. Training(included with Avtec support services purchased as part of procurement). a. Operator 15. Cutover Assistance(included with Avtec support services purchased as part of procurement) Customer/Sterling Responsibilities 1. Facility Preparation 1.1. Environmental—provide adequate physical conditions(including furniture,racks,shelves,etc.), ventilation,heating,and cooling per Scout system requirements. 1.2. Wiring-installation and testing of building wiring as required,including all necessary protective devices and grounding, for network, power, and telephony. Provide a tested point of demarcation for all wiring. 1.3. Electrical Power — Provide adequate electrical power at each equipment location. Scout hardware components supplied by Avtec run on 110/220VAC,50-60Hz. 1.4. Networking—provide all required network interfaces including Ethernet and Telephony circuits. Configure networking to supply IP transport per Scout requirements. 1.5. Site Access—provide access to all locations as required for Avtec site surveys 2. Customer furnished Equipment 2.1. Design, furnish and install all required networking infrastructure to support Scout system applications,per Scout requirements. 2.2. Furnish any accessories not provided by Avtec 3. Installation 3.1. Provide keys, site access,and or escorts to the equipment rooms and cabling installation areas. (Normal access hours are to be negotiated between Customer and Avtec.) 3.2. Assist Avtec with any access credentials required by third parties, such as TSA or Airport 4/21 Authorities. 3.3. if required, provide a secure room at the installation site with a dial out phone during the implementation phase of the project. (This room will be used by the Avtec personnel for its operations; for temporary storing Scout system components and securing test equipment and tools.) 3.4. Facilitate scheduling installation and cutover planning with Operations personnel. 4. Training 4.1. Provide adequate facilities for on-site maintenance and operator training 4.2. Schedule personnel for uninterrupted training sessions. 5. Cutover and Acceptance 5.1. Decommission and disposal of existing equipment. Customer Supplied Equipment n Uninterruptible Power supplies as required. o Design, furnish and install all required networking infrastructure to support Avtec equipment locations,per Scout requirements. o Furnish any accessories not provided by Avtec. Astec Supplied Products © Scout software licenses,hardware,Installation materials per attached Proposal 2013-2110. Limitations of Proposed Solution as Presented to Atascadero Police Department 1. As a fully detailed specification has not been provided as part of this proposal process, Avtec has provided a Scout System Overview Document. This document outlines Scout's current capabilities and identifies those features being delivered as part of this proposal. After Acceptance Customer Support After System Acceptance.,the standard warranty period begins. After the initial warranty,Avtec offers a support package called ScoutCare for an annual fee based on the system cost. if ScoutCare Is purchased,then Customer is eligible to purchase an extended hardware maintenance plan at the time of original system purchase. ScoutCare includes: • Software Maintenance(patches and bl-annual upgrades) o Factory Support during Business hours o Emergency Factory Support 247 5/21 e Annual Factory Training classes Annual 5coutCare cost and extended hardware maintenance per year,for second year and beyond,will be based on Final configuration as defined in proposal#2013-2110. Avtec may adjust this price based on change orders during system implementation and system expansion purchases. Custo agrees to be invoiced on an annual basis for 5coutCare,beginnin a expfratian of the original wawa (Cu er Initials) Ds Customer declines-tfi� Avtec 5coutCare Program. tomer acknowledges that if 5coutCare is not purchase ,<-L stomer may only receive support at an hou te,subject to minimum charges,and that up des are only available by purchasing a new license to the so re at then current rates. (Customer Initials) After Acceptance Customer Support Technical support service will be discussed annually With Customer if self-supporting or with a local certified service provider if appointed.The objective of this meeting is to confirm that service levels have been achieved and review roles and responsibilities.The service definition will be formally reviewed as well as this agreement and will be updated accordingly. Customer Requirements • Customer will be responsible to supply an on-site Technical support person with current training certification on the Avtec system,if customer is self-supporting. That person(s)will be responsible to communicate and work toward problem resolution with the Avtec Technical Support Team, • If local service provider Is utilized,local provider must be Avtec certified and under good standing with Avtec. • Customer wil I maintain an adequate supply of critical spare parts as recommended by Avtec. 6/21 Avtec Inc. Responsibilities m Avtec will provide telephone Technical Support for Customer and/or local certified service provider, provided Customer has an active Support contract,during Avtec's normal Operating hours(defined below). Q Avtec will provide telephone Technical Support for Customer and/or local certified service provider for Critical Priority issues(defined below),provided customer has an active Support contract,at anytime. o Avtec will provide part replacement service(RMA Support)for Customer and/or local certified service provider,during Avtec's normal Operating hours(defined below). a 90%of the calls will be answered within 60 seconds during Avtec business hours. s 90%of calls will be answered within 180 seconds after hours and weekends, o Each Support call will be logged and assigned a priority status,Critical,Urgent,and Normal.The following are responses based on the priority; Priority: Critical Definition Customer's system is substantially degraded and normal operations are not possible, Response Time 30 Minutes Resolution Commitment issue will be worked continuously until resolution Escalation Process If Customer Support Team is unable to resolve within i hour they will escalate to the appropriate member of the engineering team. Escalation to Management Team in 2 hours if issue Is still unresolved. A determination of additional resources will be made at that time. Update to customer will be made every 2 hours until resolution. Call Closure Requirement Call will be closed when system is running without impact for 48 hours and customer is satisfied with resolution. Priority: Urgent Definition Limited impact,able to work but with limitations Response Time 60 Minutes Resolution Commitment Issue will be worked on a priority basis Escalation Process if Customer Support Team is unable to resolve within 1 business day they will escalate to the appropriate member of the engineering team. Escalation to Management Team in 3 business days if issue is still unresolved. A determination of additional resources and time frame of resolution will be made at that time. Update to customer will be made as new information is made available until resolution. Call Closure Requirement Call will be closed when system Is running without impact for 48 hours and customer is satisfied with resolution. Priority: Normal Definition No Impact to business,questions or informational Response Time 1 Business Day 7/2I Resolution Commitment Issue will be queued for resolution based on workload and other priority cases. Escalation Process If Customer Support Team is unable to resolve within 5 business days they will escalate to the appropriate member of the engineering team. Escalation to Management Team in 10 business days if issue Is still unresolved, A determination of additional resources and time frame of resolution will be made at that time. Call Closure Requirement I Call will be closed when customer accepts resolution. RMA Support: • RMA repair request is made from Customer form complete RMA is processed within 4 hours. o RMA advance replacement request Is made from Customer,form complete and RMA is processed within 2 hours. 8/21 i Authorization IN WITNESS WHEREOF,the parties hereto each acting with proper authority have executed this Statement of Work. Atascadero Police Department Avtec,Inc. Full name Full name Title Ttt e In ature Signature i Z Zo fy 2 12S } Date ate Attachments Attachment A to SOW: Acceptance Attachment B to SOW: Change Order Attachment C to SOW: Quotation Attachment D to SOW: End User License Agreement 10/21 MANi ccmoy _S)OJwnccunLon U.S.General Services Administration AUTHORIZED FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE PRICELIST GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT,SOFTWARE AND SERVICES Contractor has been awarded all Special ltem Numbers under the cooperative purchasing program. SIN 132-8 PURCHASE OF EQUIPMENT FSC CLASS 5810-COMMUNICATIONS SECURITY EQUIPMENT AND COMPONENTS Communications Security Equipment FSC CLASS 5895-MISCELLANEOUS COMMUNICATION EQUIPMENT Miscellaneous Communications Equipment SIN 132-12-MAINTENANCE OF EQUIPMENT,REPAIR SERVICE,AND REPAIR PARTS/SPARE PARTS(FPDS Code J070-Maintenance and Repair Service)(Repair Parts/Spare Parts-See FSC Class for basic equipment) -Repair Service SIN 132-33-PERPETUAL SOFTWARE LICENSES FSC CLASS 7030-INFORMATION TECHNOLOGY SOFTWARE NOTE: Offerors are encouraged to identify within their sofhvare items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at httu://www.core.gov. Avtec,Inc. 100 Innovation Place Lexington,SC 29072-3738 Phone:803.892.2181 Fax: 803.892.3715 Internet Address:www.avtecinc.com Contract Number: GS-35F-0183U Period Covered by Contract: January 7,2008 through January 6,2018 General Services Administration Federal Supply Service Pricelist current through Modification#24, Current through effective date November 19 2013. Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage!System. Agencies can browse GSA Advantage!by accessing the Federal Supply Service's Home Page via the Internet at httti://%Aww.tss.esa.aoy/ i nu ccnsor-:Iva can ccunt on U.S.General Services Administration TABLE OF CONTENTS INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS.............3 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT(SPECIAL ITEM NUMBER132-8)..........................................10 TERMS AND CONDITIONS APPLICABLE TO REPAIR SERVICE FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT(AFTER EXPIRATION OF GUARANTEEIWARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS)AND FOR LEASED EQUIPMENT(SPECIAL ITEM NUMBER 132-12)........................................................................................................................................................................12 TERMS AND CONDITIONS APPLICABLE PERPETUAL SOFTWARE LICENSES(SPECIAL ITEM NUMBER 132-33)OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE................16 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS...............................................................................................................................................................18 BLANKET PURCHASE AGREEMENT(BPA).............................................................................................I.........19 BPAFORMAT GUIDELINES...................................................................................................................................20 CONTRACTOR TEAM ARRANGEMENTS.......................................................................................................•....21 CONTRACTOR'S AUTHORIZED GSA PRICING..................................................................................................22 INFORMATION FOR ORDERING ACTIVITIES. APPLICABLE TO ALL SPACIAL]TEM NUMBERS SPECIAL NOTICE TO AGENCIES: Small Business Participation SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program.To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals,the dollar value of orders expected to be placed against the Federal Supply Schedules,and to report accomplishments against these goals. For orders exceeding the micropurchase threshold,FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!TM on- line shopping service(www.fss.gsa.gov).The catalogs/pricelists,GSA Advantage!Tm and the Federal Supply Service Home Page(www.fss.gsa.gov)contain information on a broad array of products and services offered by small business concerns. This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals.It should also be used as a tool to assist in including small,small disadvantaged,and women-owned small businesses among those considered when selecting pricelists for a best value determination. For orders exceeding the micropurchase threshold,customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement. 1. GEOGRAPHIC SCOPE OF CONTRACT: The Geographic Scope of Contract will be domestic delivery only. { Domestic deliver),is delivery within the 48 contiguous states,Alaska,Hawaii,Puerto Rico,Washington, DC,and U.S.Territories. Domestic delivery also includes a port or consolidation point,within the aforementioned areas,for orders received from overseas activities. 2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION: Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be acceptable for payment above the micro- purchase threshold. In addition,bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s)can be used by ordering activities to obtain technical and/or ordering assistance: 803-892-2181 3. LIABILITY FOR INJURY OR DAMAGE The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor,unless such injury or damage is due to the fault or negligence of the Contractor. 4. STATICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System(DUNS)Number: 09-840-2266 Block 30: Type of Contractor:Other Small Business Block 31: Woman-Owned Small Business:No Block 36: Contractor's Taxpayer Identification Number(TIN): 57-0687198 4a. CAGE Code: OFYG4 4b. Contractor has registerd in the System for Award Management(SAM) tt ptec,life. GS-35F--0183U Page 3 803.892.2181 5. FOB DESTINATION b. DELIVERY SCHEDULE a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order(ARO),as set forth below: SPECIAL ITEM NUMBER DELIVERY TIME(Days ARO) 132-8 90 Days on Complete Systems/30 Days on Parts 132-12 132-33 90 Days on Complete Systems/30 Days on Parts *As Negotiated Between Contractor and Ordering Agency b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity,ordering activities are encouraged,if time permits,to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity,any order(s)placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract. 7. DISCOUNTS: Prices shown are NET Prices;Basic Discounts have been deducted. a. Prompt Payment: 0%NET 30 days from receipt of invoice or date of acceptance,whichever is later. b. Quantity:NONE C. Dollar Volume:NONE d. Government Educational Institutions:Government Educational Institutions are offered the same discount as all other Government customers e. Other:NONE 8. TRADE AGREEMENTS ACT OF 1979,as amended: All items are U.S.made end products,designated country end products,Caribbean Basin country end products,Canadian end products,or Mexican end products as defined in the Trade Agreements Act of 1979, as amended. 9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING: Not applicable 10. Small Requirements: The minimum dollar value of orders to be issued is$100.00. 11, MAXIMUM ORDER(All dollar amounts are exclusive of any discount for prompt payment.) The Maximum Order value for the following Special Item Numbers(SINs)is$500,000: Special Item Number 132-8-Purchase of Equipment Special Item Number 132-12—Maintenance of Equipment,Repair Service,and Repair Parts/Spare Parts Special Item Number 132-33-Perpetual Software Licenses 12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation(FAR)8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies,and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work. Avtec,Inc. GS-35F--0183U page 4 803.892.2181 13. FEDERAL INFORMATION TECHNOLOGYITELECOMMUNICATION STANDARDS REQUIREMENTS: Ordering Activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program,as appropriate(reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards(FIPS) or Federal Telecommunication Standards(FED-SIDS),which are cited by ordering activities,shall be responded to promptly by the Contractor. 13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS(FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards(FIPS)should not be acquired unless a waiver has been granted in accordance with the applicable"FIPS Publication." Federal Information Processing Standards Publications(FIPS PUBS)are issued by the U.S.Department of Commerce, National Institute of Standards and Technology(NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service(NTIS),5285 Port Royal Road,Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office,and orders for subscription service should be referred to the NTIS Subscription Officer,both at the above address,or telephone number (703)487-4650. 13.2 FEDERAL TELECOMMUNICATION STANDARDS(FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards(FED-STDS)should not be acquired unless a waiver has been granted in accordance with the applicable"FED-STD." Federal Telecommunication Standards are issued by the U.S.Department of Commerce,National Institute of Standards and Technology(NIST),pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA,Federal Supply Service,Specification Section,470 East L'Enfant Plaza,Suite 8100,SW, Washington,DC 20407,telephone number(202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S.Department of Commerce,National Institute of Standards and Technology,Gaithersburg, MD 20899,telephone number(301)975-2833. 14. CONTRACTOR TASKS/SPECIAL REQUIREMENTS (C-FSS-370)(NOV 2001) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub.L.99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges. NOTE: Refer to FAR Part 31.205-46 Travel Costs,forallotivable costs that pertain to official company business travel in regards to this contract. (c) Certifications,Licenses and Acereditations: As a commercial practice,the Contractor may be required to obtain/possess any variety of certifications,licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such certifications,licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice,the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with Aviec,Inc. GS-35F-0183U Page 5 803.892.2181 obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. (e) Personnel: The Contractor may be required to provide key personnel,resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel. (1) Oreanizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency,the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5. (g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules,regulations,OMB orders,standards and documentation as specified by the agency's order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order. (i) Government-Furnished Property: As specified by the agency's order,the Government may provide property:equipment,materials or resources as necessary. (j) Availability of Funds: Many Government agencies'operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government's obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. 15. CONTRACT ADNIINISTRATION FOR ORDERING ACTIVITIES Any ordering activity,with respect to any one or more delivery orders placed by it under this contract,may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4,paragraphs(1)Termination for the ordering activity's convenience,and(m)Termination for Cause(See C.1.) 16. GSA ADVANTAGE! GSA Advantage! is an on-line,interactive electronic information and ordering system that provides on-line access to vendors'schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including,but not limited to: (1) Manufacturer; (2) Manufacturer's Part Number;and (3) Product categories. Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser(ex.: NetScape). The Internet address is http://www.fss.gsa.gov/. Avtec,Inc. GS-35F-0183U — Page 6 803.892.2181 17. PURCHASE OF OPEN MARKET ITEMS NOTE: Open Market Items are also known as incidental items,noncontract items,non-Schedule items,and items not on a Federal Supply Schedule contract. ODCs(Other Direct Costs)are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(#). For administrative convenience,an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule(MAS)--referred to as open market items--to a Federal Supply Schedule blanket purchase agreement(BPA)or an individual task or delivery order,only if- (1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed(e.g.,publicizing(Part 5),competition requirements(Part 6), acquisition of commercial items(Part 12),contracting methods(Parts 13, 14,and 15),and small business programs(Part 19)); (2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable; (3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;and (4) All clauses applicable to items not on the Federal Supply Schedule are included in the order. 18. CONTRACTOR COMMITMENTS,WARRANTIES AND REPRESENTATIONS a. For the purpose of this contract,commitments,warranties and representations include,in addition to those agreed to for the entire schedule contract: (1) Time of delivery/installation quotations for individual orders; (2) Technical representations and/or warranties of products concerning performance,total system performance and/or configuration,physical,design and/or functional characteristics and capabilities of a product/equipment/service/software package submitted in response to requirements which result in orders under this schedule contract. (3) Any representations and/or warranties concerning the products made in any literature, description,drawings and/or specifications furnished by the Contractor. b. The above is not intended to encompass items not currently covered by the GSA Schedule contract. 19. OVERSEAS ACTIVITIES The terms and conditions of this contract shall apply to all orders for installation,maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: None Upon request of the Contractor,the ordering activity may provide the Contractor with logistics support,as available,in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis,and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract. 20. BLANKET PURCHASE AGREEMENTS(BPAs) The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s). Avtec,Inc. GS-35F-0183U Page l 803.892.2181 I i 21. CONTRACTOR TEAM ARRANGEMENTS Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74,Industrial Funding Fee and Sales Reporting,i.e.,each contractor(team member)must report sales and remit the IFF for all products and services provided under its individual contract. 22. INSTALLATION,DEINSTALLATION,REINSTALLATION The Davis-Bacon Act(40 U.S.C.276a-276a-7)provides that contracts in excess of$2,000 to which the United States or the District of Columbia is a party for construction,alteration,or repair(including painting and decorating)of public buildings or public works with the United States,shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies,equipment,or services. For example,the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However,if the construction, alteration or repair is segregable and exceeds$2,000,then the requirements of the Davis-Bacon Act applies. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation,deinstallation.and reinstallation services under SIN 132-8. 23. SECTION 508 COMPLIANCE If applicable,Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology(EIT)at the following: *%-%vw.ayteeinc.com The EIT standard can be found at: vv-vvw.Section508.eov/. 24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCIIEDULES Prime Contractors(on cost reimbursement contracts)placing orders under Federal Supply Schedules,on behalf of an ordering activity,shall follow the terns of the applicable schedule and authorization and include with each order— (a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract(unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract,the latter will govern. 25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) (a) The Contractor shall,at its own expense,provide and maintain during the entire performance of this contract,at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. (b) Before commencing work under this contract,the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective` (1) For such period as the laws of the State in which this contract is to be performed prescribe;or Avtec,Inc. GS-35F-0183U Page 8 803.892.2181 (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer,whichever period is longer. (c) The Contractor shall insert the substance of this clause,including this paragraph(c),in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors'proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 26. SOFTWARE INTEROPERABILITY Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at httn:/Avvv ,v.core.,_-ov, 27. ADVANCE PAYMENTS A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract.(31 U.S.C.3324) Avtec,Inc. GS-35F-0183U Page 9 803.892.2181 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF L;PURPOSE COMMERM-L INFORMATION TECHNOLOGY EQ JiPMENT (SPECLAL I,TEM_NUMBR 132,8). .. 1. MATERIAL AND WORKMANSHIP All equipment furnished hereunder must satisfactorily perform the function for which it is intended. 2. ORDER Written orders,EDI orders(GSA Advantage! and FACNET),credit card orders,and orders placed under blanket purchase agreements(BPA)agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract,the Contractor will be obligated to meet the delivery and installation date specified in the original order. For credit card orders and BPAs,telephone orders are permissible. 3. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover equipment delivery to destination,for any location within the geographic scope of this contract. 4. INSTALLATION AND TECHNICAL SERVICES a. INSTALLATION. When the equipment provided under this contract is not normally self-installable,the Contractor's technical personnel shall be available to the ordering activity,at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment.The charges,if any,for such services are listed below,or in the price schedule: Products are normally self-installable b. INSTALLATION,DEINSTALLATION,REINSTALLATION. The Davis-Bacon Act(40 U.S.C.276a- 276a-7)provides that contracts in excess of$2,000 to which the United States or the District of Columbia is a party for construction,alteration,or repair(including painting and decorating)of public buildings or public works with the United States,shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies,equipment,or services. For example,the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However,if the construction,alteration or repair is segregable and exceeds$2,000,then the requirements of the Davis-Bacon Act applies. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation,deinstallation,and reinstallation services under SIN 132-8. c. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one(1)copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. 5. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price. The ordering activity must exercise its postacceptance rights(1)within a Artec,Inc. GS-35F-0183U Page 10 803.892.2181 reasonable time after the defect was discovered or should have been discovered;and(2)before any substantial change occurs in the condition of the item,unless the change is due to the defect in the item. 6. WARRANTY a. Unless specified otherwise in this contract,the Contractor's standard commercial warranty as stated in the contractor's commercial pricelist will apply to this contract. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. C. Limitation of Liability. Except as otherwise provided by an express or implied warranty,the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant,the address is as follows: 100 Innovation Place Lexington.SC 29072-3738 7. PURCHASE PRICE FOR ORDERED EQUIPMENT The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement,or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable),whichever is less. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws,ordinances,and regulations(Federal,State,City or otherwise) covering work of this character,and shall include all costs,if any,of such compliance in the prices quoted in this offer. 9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT When an ordering activity determines that Information Technology equipment will be replaced,the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation(FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property Management Regulations(FPMR)(41 CFR 101-43.6),and the policies and procedures on exchange/sale contained in the FPMR(41 CFR part 101-46). Astec,Inc. GS-35F-0183U Page 11 803.892.2181 TERMS ANDVONDITIONS APPLICABLE TO REPAIR ._: SER VIC _FOR GOYL+RNMENT OWNED G RALPURPOSE COIYIlVIERCIAI.INFORMATION TECHNOLOGY EQUIPMENT(AF 'ER EXPIRATIONOF`6 'N PROVISIONS AND/OR WRE HEN QUIE2ED SERVICE ISNOT COVERED BY GIJARAl ITEE/WARRANTY PRO-W NS) AND P OR LEASED EQUIPMENT {SPECIAL ITEM NUMBER 132;;12). . . - 1. SERVICE ARRAS a. The maintenance and repair service rates listed herein are applicable to any ordering activity location within a 50 mile radius of the Contractor's service points. If any additional charge is to apply because of the greater distance from the Contractor's service locations,the mileage rate or other distance factor shall be stated in paragraphs 8.d and 9.d of this Special Item Number 132-12. b. When repair services cannot be performed at the ordering activity installation site,the repair services will be performed at the Contractor's plant(s)listed below: 100 Innovation Place Lexington, SC 29072-3738 2. REPAIR SERVICE a. Agencies may use written orders,EDI orders,credit card orders,blanket purchase agreements (BPAs),or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period. b. When repair service is ordered,only one chargeable repairman shall be dispatched to perform repair service,unless the ordering activity agrees,in advance,that additional repair personnel are required to effect repairs. 3. LOSS OR DAMAGE When the Contractor removes equipment to his establishment for repairs,the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation,until the equipment is returned to such installation. 4. SCOPE a. The Contractor shall provide maintenance for all equipment listed herein,as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule. b. Equipment placed under maintenance service shall be in good operating condition. (1) In order to determine that the equipment is in good operating condition,the equipment shall be subject to inspection by the Contractor,without charge to the ordering activity. (2) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor,if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. (3) if the equipment was not under the Contractor's responsibility,the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity,in accordance with the provisions of Special Item Number 132-12(or outside the scope of this contract). AWec,Inc. GS-35F-0183U Page 12 803.892.2181 S RESPONSIBILITIES OF THE ORDERING ACTIVITY a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order,unless agreed to by the Contractor. b. Subject to security regulations,the ordering activity shall permit access to the equipment which is to be maintained or repaired. 6. RESPONSIBILITIES OF THE CONTRACTOR For equipment not covered by a maintenance contract or warranty,the Contractor's repair service personnel shall complete repairs as soon as possible atter notification by the ordering activity that service is required. Within the service areas,this repair service should normally be done within 4 hours after notification. 7. REPAIR SERVICE RATE PROVISIONS a. CHARGES. Charges for repair service will include the tabor charge,computed at the rates set forth below,for the time during which repairmen are actually engaged in work,and,when applicable,the charge for travel or transportation. b. MULTIPLE MACHINES. When repairs are ordered by a ordering activity on two or more machines located in one or more buildings within walking distance of each other,the charges will be computed from the time the repairman commences work on the first machine,until the work is completed on the last machine. The time required to go from one machine to another,or from one building to another,will be considered actual work performance,and chargeable to the ordering activity,provided the time consumed in going between machines(or buildings)is reasonable. C. TRAVEL OR TRANSPORTATION (1) AT THE CONTRACTOR'S SHOP (a) When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision,the cost of transportation,packing,etc.,from the ordering activity location to the Contractor's plant,and return to the ordering activity location,shall be bome by the ordering activity. (b) The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction. (2) AT THE ORDERING ACTIVITY LOCATION(Within Established Service Areas) When equipment is repaired at the ordering activity location,and repair service rates are established for service areas or zones,the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge,time,or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office;such overhead is included in the repair service rates listed. (3) AT THE ORDERING ACTIVITY LOCATION(Outside Established Service Areas) (a) The repair service rates listed for subparagraph(2)above apply,except that a travel charge per mile for repairmen will apply to the round-trip distance between the geographic limits of the applicable service area and the ordering activity location. Such charge will apply as an additional charge,but it will be limited to one round trip for each request that is made by the ordering activity for repair service,regardless of whether repairs are performed at the ordering activity location or at the Contractor's shop. (b) When the overall travel charge computed at the above mileage rate is unreasonable(considering the time required for travel,actual and necessary transportation costs,and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location),the ordering activity shall have the option of reimbursing the Aviec,lnc. GS-35F--0183U Page 13 803.892.2181 Contractor for actual costs,provided that the actual costs are reasonable and allowable. The Contractor shall furnish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates,times,and the applicable mode of travel. d. LABOR RATES (1) REGULAR HOURS The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 a.m.to 5:00 p.m.,Monday through Friday,exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours,but performed outside the Regular Hours defined above,at the convenience of the Contractor. (2) AFTER HOURS When the ordering activity requires that repair service be performed outside the Regular Hours defined above,except Sundays and Holidays observed at the ordering activity location,the After Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours,but performed After Hours at the convenience of the Contractor. (3) SUNDAYS AND HOLIDAYS When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location,the Sundays and Holidays repair service rates listed herein shall apply. When repair service is requested to be performed during Regular Hours and/or After Hours,but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location,the Regular Hours and/or After Hours repair service rates,as applicable,shall apply. REPAIR SERVICE RATES REGULAR AFTER SUNDAYS AND MINIMUM HOURS HOURS HOLIDAYS LOCATION CHARGE* PER HOUR** PER HOUR** PER HOUR CONTRACTOR'S SHOP See Price List for Pricing ORDERING ACTIVITY LOCATION (WITHIN ESTABLISHED SERVICE AREAS) See Price List for Pricing ORDERING ACTIVITY LOCATION (OUTSIDE ESTABLISHED SERVICE AREAS) See Price List for Pricing 8. REPAIR PARTS/SPARE PARTS RATE PROVISIONS All parts,furnished as spares or as repair parts in connection with the repair of equipment,unless otherwise indicated in this pricelist,shall be new,standard parts manufactured by the equipment manufacturer. All parts shall be furnished at prices indicated in the Contractor's then current commercial pricelist at a discount of 0%from such listed prices. 9. GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS a. REPAIR SERVICE All repair work will be guaranteed/warranted for a period of 90 Days. b. REPAIR PARTS/SPARE PARTS All parts,furnished either as spares or repairs parts will be guaranteed/warranted for a period 90 Days. Avtec,Ihic. GS-35F-01830 Page 14 803.892.2181 10. INVOICES AND PAYMENTS a. Maintenance Service (1) Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis,after the completion of such period. Maintenance charges must be paid in arrears(31 U.S.C.3324). PROMPT PAYMENT DISCOUNT,IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. (2) Payment for maintenance service of less than one month's duration shall be prorated at l/30th of the monthly rate for each calendar day. b. Repair Service and Repair Parts/Spare Parts Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly,except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the invoice,and shall be priced in accordance with paragraph#10, above. PROMPT PAYMENT DISCOUNT,IF APPLICABLE,SHALL BE SHOWN ON THE INVOICE. Avtec,Inc. CS-35F-01830 Page 15 803.892.2181 TERMS:AND CONDITIONS APPLICABLE TO PERPETUAL,SOFTWARE LICENSES ' SPECIAL ITEM NUMBER 132 33 OF GENERAL PURP05ECOMMERCIAL _.. IIVFORMATION„TECHNOLOIGY SOFTWARE 1. IN SPECTIONIACCEPTAN CL The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance rights(1)within a reasonable time after the defect was discovered or should have been discovered:and(2)before any substantial change occurs in the condition of the software,unless the change is due to the defect in the so fi ware. 2. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract,the Contractor's standard commercial guarantee/warranty as stated in the contract's commercial pricelisl will apply to this contract. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. C. Limitation of Liability. Except as otherwise provided by an express or implied warranty,the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. 3. TECHNICAL SERVICES The Contractor,without additional charge to the ordering activity,shall provide a hot line technical support number 803.892.2181 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8am to 5pm EST. 4. UTILIZATION LIMITATIONS-(132-33) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity,commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor,unless otherwise specified. (2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity(service,bureau,division,command,etc.)that has access to the site the software is placed at,even if the subdivision did not participate in the acquisition of the software. Further,the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases,user agencies and third parties may use the computer program to enter,retrieve,analyze and present data. The user ordering activity will take appropriate action by instruction,agreement,or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of Avtec,Ine. GS-35F-0183U Page 16 803.892.2181 this section,all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as is provided above,the ordering activity shall not provide or otherwise make available the software or documentation,or any portion thereof, in any form,to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors,subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility,and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software,documentation,or information therein,which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred,or in cases of disaster recovery,the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel;to use the computer software and documentation with a backup computer when the primary computer is inoperative;to copy computer programs for safekeeping(archives)or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software,provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Soflware"may be marked with the Contractor's standard commercial restricted rights legend,but the schedule contract and schedule pricelist, including this clause,"Utilization Limitations"are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 5. SOFTWARE;CONVERSIONS-(132-33) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system,or from one computer system to another. Under a perpetual license(132-33),the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. 6. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor shall include,in the schedule pricelist,a complete description of each software product and-a list of equipment on which the software can be used. Also,included shall be a brief,introductory explanation of the modules and documentation which are offered. 7. RIGHT-TO-COPY PRICING The Contractor does not offer right-to-copy licenses. tutee,Inc. GS-35F--0183U Page 17 803.892.2181 USA CONIlVIITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCURENTPRO.GRAMS PREAMBLE (Name of Company)provides commercial products and services to ordering activities.We are committed to promoting participation of small,small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities,mentor-protege programs,joint ventures,teaming arrangements,and subcontracting. COMMITMENT To actively seek and partner with small businesses. To identify,qualify,mentor and develop small,small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical. To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns. To undertake significant efforts to determine the potential of small,small disadvantaged and women-owned small business to supply products and services to our company. To insure procurement opportunities are designed to permit the maximum possible participation of small,small disadvantaged,and women-owned small businesses. To attend business opportunity workshops,minority business enterprise seminars,trade fairs,procurement conferences,etc.,to identify and increase small businesses with whom to partner. To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities. We signify our commitment to work in partnership with small,small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts.To accelerate potential opportunities please contact. Company Point of contact phone number e-mail address Fax number Antec,hie. GS-35F-0183U Page 18 803.892.2181 BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE (Insert Customer Name) In the spirit of the Federal Acquisition Streamlining Act (ordering activity)and(Contractor)enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration(GSA)Federal Supply Schedule Contract(s) Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as:search for sources;the development of technical documents,solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation(FAR)9.6. This BPA will further decrease costs,reduce paperwork,and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less. Signatures Ordering Activity Date Contractor Date Awec,Inc. GS-35F-01830 Page 19 803.892.2181 BPA NUMBER (CUSTOMER NAME) BLANKET PURCHASE AGREEMENT Pursuant to GSA Federal Supply Schedule Contract Number(s) ,Blanket Purchase Agreements,the Contractor agrees to the following terms of a Blanket Purchase Agreement(BPA)EXCLUSIVELY WITH(ordering activity): (1) The following contract items can be ordered under this BPA.All orders placed against this BPA are subject to the terms and conditions of the contract,except as noted below: MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE (2) Delivery: DESTINATION DELIVERY SCHEDULES/DATES (3) The ordering activity estimates,but does not guarantee, that the volume of purchases through this agreement will be (4) This BPA does not obligate any funds. (5) This BPA expires on or at the end of the contract period,whichever is earlier. (6) The following office(s)is hereby authorized to place orders under this BPA: OFFICE POINT OF CONTACT (7) Orders will be placed against this BPA via Electronic Data Interchange(EDI),FAX,or paper. (8) Unless otherwise agreed to,all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; (b) Contract Number; (c) BPA Number; (d) Model Number or National Stock Number(NSN); (e) Purchase Order Number; (f) Date of Purchase; (g) Quantity,Unit Price,and Extension of Each Item(unit prices and extensions need not be shown when incompatible with the use of automated systems;provided,that the invoice is itemized to show the information);and (h) Date of Shipment. (9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to ail 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. Avtee,Inc. GS-35F-0183U Page 20 803.892.2181 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. Y Federal Supply Schedule Contractors may individually meet the customers needs,or- a Federal Supply Schedule Contractors may individually submit a Schedules"Team Solution"to meet the customer's requirement. C Customers make a best value selection. AWee,Inc. GS-35F-0183U Page 21 803.892.2181 CONTRACTOR'S CTOR'.S A UTH®RIZED GSA SCHEDULE CONTRA CT PRICING Avtec, Inc. G:4-33F-0183U Page 22 803.892.2181