MAS - Distributed Solutions, Inc. - 47QTCA18D0095

Innovative Solutions to Support Complex Business Processes

© 2021 Distributed Solutions, Inc. All Rights Reserved.

FEDERAL SUPPLY SERVICE

(AUTHORIZED) PRICELIST

MULTIPLE AWARD SCHEDULE (MAS)

Distributed Solutions offers a product line of integrated software tools, which can be configured to create custom solutions to support automated business processes.

Special Item No. 511210 Term Software License, Software Maintenance as a Product Special Item No. 54151 Software Maintenance as a Service Special Item No. 611420 Training Special Item No. 54151S Information Technology Professional Services (Labor Categories) Special Item No. OLM Order-Level Materials (OLM)

FSC: 7030

PSC: D302, D305, D306, D308, D311, D317

Distributed Solutions, Inc.

12350 Pinecrest Road Reston, VA 20191-1637

Voice: 703-471-7530 Fax: 703-471-7645

Email : marc.hyman@distributedinc.com Internet: distributedinc.com

Business Size: Small

Contract Number:

47QTCA18D0095

Period Covered by Contract:

Present – 03/22/2018 – 03/21/2023

(47QSMD20R0001; Refresh - #0005) Modification – A826 (March 23, 2021)

Pricelist Covered under Contract:

General Services Administration

Federal Supply Service

Products and ordering information in this Authorized INFORMATION TECHNOLOGY Schedule Pricelist is also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing GSA’s Home Page via Internet http://www.fss.gsa.gov/.

Information for Ordering Activities Applicable to All Special Item Numbers

SPECIAL NOTICE TO AGENCIES: Small Business Participation

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

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

Customer Information

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

SIN Description Details Pricing 511210 Term Software License, Software Maintenance as a Product Page 7 Page 39

54151 Software Maintenance as a Service Page 8 Page 43 611420 Training Page 20 Page 50 54151S Information Technology Professional Services

(Labor Categories) Page 22 Page 51

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. Please refer to the Pricing Information section.

http://www.fss.gsa.gov/

(This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concessions affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.)

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. Please refer to the Pricing Information section.

(If hourly rates are not applicable, indicate “Not applicable” for this item.)

2. Maximum order.

The following are maximum order thresholds (MOT) for determine whether the Price Reductions Clause (PRC) is applicable:

SIN 511210: $500,000.

SIN 54151: $500,000.

SIN 611420: $25,000.

SIN 54151S: $500,000.

SIN OLM: $100,000.

3. Minimum order. $100.00

4. Geographic coverage (delivery area).

Domestic delivery 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.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

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

[ ] The Geographic Scope of Contract will be overseas delivery only.

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

5. Point(s) of production (city, county, and State or foreign country).

Reston, VA 20191

6. Discount from list prices or statement of net price. None

7. Quantity discounts. None

8. Prompt payment terms. None

Note: Prompt payment terms must be followed by the statement "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions."

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold.

9b. Notification that Government purchase cards are accepted above the micro-purchase threshold.

10. Foreign items (list items by country of origin). None

11a. Time of delivery. (Contractor insert number of days.)

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

511210 30 days or as negotiated in each order

54151 30 days or as negotiated in each order

611420 30 days or as negotiated in each order

54151S as negotiated in each order

OLM as negotiated in each order

11b. Expedited Delivery. Not Applicable

(If applicable, The Contractor will insert the sentence “Items available for expedited delivery are noted in this price list.” under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery.)

11c. Overnight and 2-day delivery. Not Applicable

(If applicable, The Contractor will indicate whether overnight and 2-day delivery are available. Also, the

Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery.)

11d. Urgent Requirements. Contact the Contractor’s representative to effect a faster delivery

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.

(The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery.)

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

13a. Ordering address(es).

Distributed Solutions, Inc.

12350 Pinecrest Road Reston, VA 20191

13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase

Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address(es).

(a) Physical Address:

Distributed Solutions, Inc.

12350 Pinecrest Road Reston, VA 20191

(b) Electronic Payment

Specified on each Order

15. Warranty provision.

(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.

16. Export packing charges, if applicable. Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level).

Not Applicable

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

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

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

20a. Terms and conditions for any other services (if applicable). Not Applicable

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

22. Participating dealers (if applicable). Not Applicable

23. Preventive maintenance (if applicable). Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). Not Applicable

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information

Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/.

25. Data Universal Number System (DUNS) number. 798808911

26. Notification Regarding Registration in System For Award Management (SAM) Database: Contractor has an ACTIVE Registration in the System for Award Management (SAM) and: Contractor's Taxpayer

Identification Number (TIN) 541-91-0910; CAGE Code: 070P6, are current and valid.

Terms and Conditions for specific Special Item Numbers (SINs)

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 511210), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER ) AND

SOFTWARE MAINTENANCE SERVICES (SPECIAL ITEM NUMBER 54151) OF GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software. Inspection of services is in accordance with 552.212-4 CONTRACT

TERMS AND CONDITIONS–COMMERCIAL ITEMS (JAN 2017) (DEVIATION – FEB 2007) (DEVIATION -

FEB 2018) for Firm-Fixed Price orders; or GSAR 552.212-4 CONTRACT TERMS AND CONDITIONS-

COMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION -

FEB 2007) for Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

2. COMMERCIAL SUPPLIER AGREEMENTS

Commercial Supplier Agreements to include Enterprise User License Agreements (EULA) or Terms of Service

(TOS) agreements. The Contractor shall provide all Commercial Supplier Agreements to include EULA or TOS agreements in an editable Microsoft Office (Word) format for review prior to award.

3. GUARANTEE/WARRANTY

a. The Contractor’s commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include EULA or TOS agreements.

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. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2)

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.

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number

(703-471-7530) for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00 AM ET to 6:00 PM ET.

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :

(1) X Software Maintenance as a Product (SIN 511210)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and Frequently Asked Questions (FAQ’s), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc.

of a software package. These examples are considered software maintenance services.

Software Maintenance as a product is billed at the time of purchase.

(2) X Software Maintenance Services (SIN 54151)

Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance services includes person-to-person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance services are billed in arrears in accordance with

31 U.S.C. § 3324.

b. 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.

6. PERIODS OF TERM LICENSES (SIN 511210) AND SOFTWARE MAINTENANCE SERVICES (SIN

54151)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lesser period of time.

b. Term licenses and/or software maintenance services may be discontinued by the ordering activity on thirty

(30) calendar days written notice to the Contractor.

c. Annual Funding. When using annually appropriated funds are cited on an order for term licenses and/or software maintenance services, the period of the term licenses and/or software maintenance services shall automatically expire on September 30 of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or software maintenance services will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. When a contractor commercially offers conversions of term licenses to perpetual licenses, and an ordering activity requests such a conversion, the contractor shall provide the total amount of conversion credits available for the subject software within ten (10) calendar days after placing the order.

b. When conversion credits are provided, they shall continue to accrue from one contract period to the next, provided the software has been continually licensed without interruption.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license.

d. When conversion from term licenses to perpetual licenses is offered, the price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to [negotiable (current)/0% (past)] of all term license payments during the period that the software was under a term license within the ordering activity.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of N/A* months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment, which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. Contractors who do not commercially offer conversions of term licenses to perpetual licenses shall indicate that their term licenses are not eligible for conversion at any time.

b. The Contractor agrees to provide updates and software maintenance services for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

9. UTILIZATION LIMITATIONS - (SIN 511210, SIN AND SIN 54151)

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 this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 9.b(2) 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 software and documentation with the run-time computing environment (e.g. operating system, virtual machine, mobile operating system, processor etc.) to be specifically identified for which it is acquired at any other facility/user device to which that time computing environment may be transferred, or in cases of Disaster

Recovery, the ordering activity has the right to transfer the software to another site/user device if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the software and documentation with a backup time computing environment when the primary is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site/user 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 Software" 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.

(6) Licensee Data belongs exclusively to Licensee, regardless of where the Data may reside at any moment in time including, but not limited to Licensor hardware, networks or other infrastructure and facilities where Data may reside, transit through or be stored from time to time. Licensor makes no claim to a right of ownership in Licensee Data. Licensor agrees to keep the Licensee

Data Confidential as that term is defined in the relevant FAR and DFARS provisions pertaining to

Confidential Information and Confidentiality. Licensor is not permitted to use Licensee’s data for a purpose that is not explicitly granted in writing by Licensee. Upon Licensee request, for any reason whatsoever, Licensor must promptly return all Licensee Data in Licensor’s possession in a format as may be designated at the time of request by Licensee.

(7) Licensee may create or hire others (including Licensor) to create modifications, customizations or other enhancements to the Software which might be classified as “Derivative Works” of the software. Unless otherwise negotiated and mutually agreed upon at the order level, the intellectual property (IP) rights to the Derivative Works shall be owned by the owner of the underlying intellectual property. The Derivative Work[s] shall be made available to the Licensee through a royalty free, perpetual worldwide, no charge license to the Licensee.

(8) Software Asset Identification Tags (SWID) (Option 1 SIN )

Option 1 is applicable when the Offeror agrees to include the International Organization for

Standardization/International Electrotechnical Commission 19770-2 (ISO/IEC 19770- 2:2015) standard identification tag (SWID Tag) as an embedded element in the software. An ISO/IEC

19970-2 tag is a discoverable identification element in software that provides licensees enhanced asset visibility. Enhance visibility supports both the goals of better software asset management and license compliance. Offerors may use the National Institute of Standards and Technology (NIST) document “NISTIR 8060: Guidelines for Creation of Interoperable Software Identification

(SWID) Tags,” December 2015 to determine if they are in compliance with the ISO/IEC 19770-2 standard.

Section 837 of The Federal Information Technology Acquisition Reform Act (FITARA) of 2014, requires GSA to seek agreements with software vendors that enhance government- wide acquisition, shared use, and dissemination of software, as well as compliance with end user license agreements. The Megabyte Act of 2016 requires agencies to inventory software assets and to make informed decisions prior to new software acquisitions. In June of 2016, the Office of Management and Budget issued guidance on software asset management requiring each CFO Act (Public Law

101-576 – 11/15/1990) agency to begin software inventory management (M-16-12). To support these requirements, Offerors may elect to include the terms of Option 1 and/or Option 2, which support software asset management and government-wide reallocation or transferability of perpetually licensed software.

(9) Reallocation of Perpetual Software (Option 2 SIN )

(a) The purpose of SIN OPTION 2 is to allow ordering activities to transfer software assets for a pre-negotiated charge to other ordering activities.

(b) When an ordering activity becomes aware that a reusable software asset may be available for transfer, it shall contact the Contractor, identify the software license or licenses in question, and request that these licenses be reallocated or otherwise made available to the new ordering activity.

(c) Contractors shall release the original ordering activity from all future obligations under the original license agreement and shall present the new ordering activity with an equivalent license agreement. When the new ordering activity agrees to the license terms, henceforth any subsequent infringement or breach of licensing obligations by the new ordering activity shall be a matter exclusively between the new ordering activity and the

Contractor.

(d) The original ordering activity shall de-install, and/or make unusable all of the software assets that are to be transferred. It shall have no continuing right to use the software and any usage shall be considered a breach of the Contractor’s intellectual property and a matter of dispute between the original ordering activity/original license grantee and the licensor.

(e) As a matter of convenience, once the original licenses are deactivated, di-installed, or made otherwise unusable by the original ordering activity or license grantee, the

Contractor may elect to issue new licenses to the new ordering activity to replace the old licenses. When new licenses are not issued, the Contractor shall provide technical advice on how best to achieve the functional transfer of the software assets.

(f) Software assets that are eligible for transfer that have lapsed Software Maintenance

Services (SIN 54151) may require a maintenance reinstatement fee, chargeable to the new ordering activity or license grantee. When such a fee is paid, the new ordering activity shall receive all the rights and benefits of Software Maintenance Services.

(g) When software assets are eligible for transfer, and are fully covered under pre-paid

Software Maintenance Services (SIN 54151), the new ordering activity shall not be required to pay maintenance for those license assets prior to the natural termination of the paid for maintenance period. The rights associated with paid for current Software

Maintenance Services shall automatically transfer with the software licenses without fee.

When the maintenance period expires, the new ordering activity or license grantee shall have the option to renew maintenance.

(h) The administrative fee to support the transfer of licenses, exclusive of any new incremental licensing or maintenance costs shall be negotiable percentage (%) of the original license fee. The fee shall be paid only at the time of transfer. In applying the transfer fee, the Software Contractor shall provide transactional data that supports the original costs of the licenses.

10. SOFTWARE CONVERSIONS - (SIN 511210 AND SIN )

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 (), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (511210), if conversion credits had accrued while the earlier version was under a term license, those credits shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product including the operating systems on which the software can be used. Also included shall be a brief, introductory explanation of the modules and documentation which are offered.

12. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses, if commercially available.

13. DESCRIPTION OF SOFTWARE PRODUCTS AND EQUIPMENT CAPABILITY

13.1 Introduction:

Distributed Solution’s Inc. (DSI) provides highly configurable, knowledge-enabled business management solutions

(on-premise or SaaS) focused on the needs of Federal, State, Local Governments and Commercial customers. Each

DSI solution functionally target different user communities and needs. Each DSI solution comprises DSI COTS software; solution specific business rules and knowledge enabled content; and subscription based updates, which represent DSI’s ongoing investment in the professional advancement of each solution’s functional area of expertise.

DSI’s current solutions include:

AEON Document & System of Record Management Solution

AEON Document & System of Record Management Solution w/ Basic Contract Writing

AEON Contract Management Solution (non FAR/DFARS)

AEON Contract Management Solution (full FAR/DFARS)

AEON Enterprise Process Management and Visibility Solution for Contracting Office

AEON Program-Office Planning & Funding Solution

Review-Only Users

AEON Enterprise Reporting Platform

AEON Ad-Hoc Reporting Platform

13.2 DSI’s AEON Platform

All DSI solutions comprise independently priced configurations of DSI’s proprietary COTS software;

knowledgebase tools and DSI’s intellectual capital investment, our solution specific knowledgebase, containing continually configured business rules, business process, regulatory content, general (non-regulatory) content and captured functional expertise regarding best practices etc. These tools are collectively referred to as the DSI AEON

Platform. AEON is a unifying technology platform, which ensures that:

Each DSI solution is compatible and pre-integrated with other DSI solutions;

Enhancement to tools within a single solution are available for use (if applicable) by other solutions;

Technology advances are uniformly applied across all DSI solutions;

Knowledgebase updates are not impacted by technology advances;

Comprehensive support of PaaS and IaaS infrastructure is included for SaaS solutions.

Independent pricing and configuration of AEON platform tools into each DSI solution also provides significant customer benefit by ensuring that only needed functionality is delivered.

AEON tools pricing is contained within SINs 511210 and 54151 in the pricing section.

13.3 AEON Software Tools

The following are currently available AEON software tools, which may be used to configure DSI’s various solutions.

RegSearch

RegSearch is a regulatory research tool providing in depth contextual, content searching of standard core regulations (e.g. FAR, DFAR) and other related document library sets such as core regulatory supplements etc. Key features include automatic currency updates and imbedded hyperlinks to codified citation references for easy cross-referencing across all indexed documents.

RegSearch requires the purchase of a Right-to-Use License which ranges from three levels of content and corresponding updating: Level 1 for Small updates, Level 2 for Medium updates and Level 3 for Large updates. The determination of Small, Medium and Large is based on the size and stability of the particular agency supplement and/or the anticipated amount of customizing as determined by DSI.

ProDoc

ProDoc is a knowledge-enabled, document generation tool providing for; the standardization of document form and content; detailed management of content selection based on business criteria; and the automated management alerting of deviations and changes. ProDoc also enables the development of sophisticated knowledgebase structures, which capture essential organizational content management knowledge, train users in that knowledge and directly connect business needs elaboration with document content creation.

ProDoc requires the purchase of: (1) Right-to-Use License, (2) Software Maintenance Subscription and (3)

Regulatory Knowledgebase Subscription for supporting regulatory content and/or a General Support

Knowledgebase Subscription for supporting non-regulatory content.

ProTrac

ProTrac is a sophisticated process management tool designed to supports the automated configuration and flow of data and process between precursor/predecessor business life cycle events such as Planning, Funding, Sourcing, Procuring etc. Solutions built using ProTrac deliver readily accessible, actionable information to empower all levels of managers to respond rapidly and effectively to mission needs with analytics, dynamic workload management, alerts & notifications, status queries, reach out and touch management etc. ProTrac also enables the development of sophisticated knowledgebase structures, which capture essential organizational process knowledge, train users in that knowledge and directly connect business needs elaboration with necessary process.

ProTrac requires the purchase of: (1) Right-to-Use License, (2) Software Maintenance Subscription and optionally a (3) General Support Knowledgebase Subscription for agency business process change.

ProFund

ProFund is a dynamic, real time line item and funds management tool. ProFund data collection supports commodity and service item definition for purchase, invoicing and receipt. ProFund funds management supports the allocation of customer defined funding pools against items and across typical business life system phases such as Budgeting, Commitment and Purchase.

ProFund requires the purchase of a Right-to-Use License and is required for any DSI solution where item and funds management are needed.

ProReq

ProReq is a simplified implemented version of the ProTrac and ProDoc tools which has been limited to support the business process, data collection and management of simplified requisitioning and planning.

ProReq requires the purchase of: (1) Right-to-Use License and (2) Software Maintenance Subscription.

ProReq may also require a Standard General Support Knowledgebase Subscription and/or a Customized

General Support Knowledgebase Subscription.

AOR

The Advanced Operational Reporting (AOR) tool is a sophisticated, real-time reporting tool designed to allow customers to easily build, publish and disseminate user-specific, security-enabled reports across their enterprise. AOR consists of two (2) separate product components: the AOR Adapter and the AOR

Publisher. The AOR Adapter provides the basic mechanics for a Reports Administrator to directly connect to live data schemas and use a sophisticated report builder to develop and maintain enterprise reports. The

AOR Publisher allows a Reports Administrator to “publish” reports created using the AOR Adapter. A

“published” AOR report can be seen and run by “general users.”

AOR Adapter requires the purchase of: (1) Right-to-Use License and (2) Software Maintenance

Subscription. AOR Publisher requires the purchase of: (1) Right-to-Use License and (2) Software

Maintenance Subscription. AOR Adapter and AOR Publisher user bands MUST correspond

IDENTICALLY with the Customer’s purchased user bands for each AEON solution.

Reporting requirements, which are highly complex or involve large volumes of data may require additional and separate hardware, server and other infrastructure additions and configurations not included in the standard AOR pricing.

AEON Desk Top

The AEON Desk Top is included in all DSI solutions as a not separately priced common launching and solution integration platform for all the above tools. Inherent features of the AEON Desktop include a navigation panel, an information portal/home screen, login management, user administration and security configuration, shared query services, system administration configuration etc.

14. ON-PREMISE SOFTWARE

14.1 Software License

All DSI solutions are licensed by their solution name and a version number. Solution versioning may change within an AEON tool set version or may be independent. Solution license pricing is derived by aggregating the license price for each AEON tool required by the solution to address stated customer needs. Customers with existing licensed solutions may request that additional tools be added to the existing solution. Any existing solution that has additional tools added will result in an adjusted licensed solution price. DSI may define and license additional or augmented solutions by using one or more combinations of the AEON tools.

All solution license pricing is ‘named-user’ based unless otherwise negotiated. Multiple solutions require multiple licenses. Licensed ‘named-user’ counts may not be shared between solutions. Licenses are sold on an annual term basis unless otherwise negotiated. Licenses are ‘right-to-use’ agreements only. Licenses may be limited to specific named solution versions based on negotiated discounts.

The installation and/or use of any DSI solution by any customer, system administrator, end-user or other agent shall be construed as the acceptance of all current DSI solution license terms and conditions bzy that customer. A current

DSI solution license is available to be viewed by any solution end-user in electronic form. Regardless of the contracting means employed to purchase a DSI Solution, the actual end-user organization(s) is the only valid license holder and is fully accountable for the management and reporting of compliance by their organization to licensed user counts and other terms.

Please contact your DSI account or sales representative for assistance in developing a solution specific (AAMS, POMS, etc.) license and maintenance estimate addressing your organization’s specific needs.

14.2 Software Maintenance as a Product

14.2.1 Annual Software Maintenance Subscriptions

A Software Maintenance Subscription must be purchased for each licensed DSI solution. Software Maintenance

Subscriptions are sold on an annual basis unless otherwise negotiated. Software Maintenance Subscription pricing is derived by aggregating the Software Maintenance Subscription price for each AEON tool required by the solution.

All Software Maintenance Subscription pricing is ‘named-user’ based unless otherwise negotiated. Each solution requires its own Software Maintenance Subscription. Software Maintenance Subscriptions may not be shared between solutions.

DSI’s Software Maintenance Subscriptions are available under the following support levels:

Enhanced Level 1:

Enhanced Level 1 provides for critical issue upgrades to the originally purchased specific solution version and may, at DSI’s discretion, include product enhancements and re-engineering upgrades.

Enhanced Level 2:

Enhanced Level 2 includes Enhanced Level 1 coverage and in addition provides for in-version upgrades within the purchased major version of the solution and remote technical incident support.

Enhanced Level 3:

Enhanced Level 3 includes Enhanced Level 1& 2 coverage and in addition provides on-site technical incident support, data recovery assistance and automatic upgrade to the next major solution version and survivability assurance for in-place integrations. To be eligible for automatic major solution version upgrade the customer must be under an active term license. Customers who have purchased a perpetual solution license are not eligible for major solution version upgrades unless otherwise negotiated. DSI

Solutions which support integrations to external third party systems require Enhanced Level 3 software maintenance.

DSI’s general user support help desk service is made available to Enhanced Level 1, 2 & 3 subscribers. DSI help desk support under Software Maintenance Subscription is not intended to replace a customer’s own help desk support structures and processes. DSI offers highly competitive, custom on/off site help desk support under SIN 54151S (Professional Services).

Under any Software Maintenance Subscription level, DSI reserves the right to release any new version of an existing solution or its components at any time. The customer is required to make a good faith effort to install a released solution version update within 90 days of release. Software Maintenance Subscription support for installed older versions of a solution which are one major version or more than six minor versions behind may, at the discretion of DSI, require a separately negotiated Software Maintenance

Subscription to accommodate the increased costs of supporting duplicate and/or older AEON technology.

New features, enhancements and user experience improvements etc. made available in a newer solution version require the installation of that newer solution version to implement the upgrades. Newer solution version features, enhancements and user experience improvements etc. are not retroactively available to older solution versions under any Software Maintenance Subscription level.

Software Maintenance Subscriptions are available through SIN 511210 (Software Maintenance as a Product).

14.2.2 Other Annual Subscriptions

Each licensed solution contains a knowledgebase which drives, configures and enables solution functionality. Each

DSI solution is supported by Knowledgebase Subscriptions which provide for the routine, ongoing update and reconfiguration of each solution to meet evolving business and regulatory customer needs. DSI offers two types of

Knowledgebase Subscriptions; Regulatory and General Support. In addition to Knowledgebase Subscriptions, DSI also offers On-call Technical Subscriptions which support solution infrastructure deployment, trouble shooting and infrastructure update installation assistance.

14.2.2.1 Regulatory Knowledgebase Subscriptions

Regulatory Knowledgebase Subscriptions provide for the routine update of modified, new or enhanced data collection, business rules, document structure, clause content and selection logic based on public or customer-provided regulatory information and/or materials (e.g. FAR, DFAR etc.). Regulatory Knowledgebase Subscription pricing is derived from the aggregate Regulatory Knowledgebase Subscription pricing for any AEON tool requiring regulatory updates, which have been included in the solution. Not all solutions will require a Regulatory

Knowledgebase Subscription; however, a Regulatory Knowledgebase Subscription is mandatory for all solutions that require regulatory content and updating. Regulatory Knowledgebase Subscription pricing is ‘named-user’ based. Multiple solutions require multiple Regulatory Knowledgebase Subscription fees. Regulatory

Knowledgebase Subscription ‘named- user’ counts may not be shared between solutions. Regulatory

Knowledgebase Subscriptions are sold on an annual term basis only. All Regulatory Knowledgebase Subscription updates are implemented and delivered in the form of updated AEON knowledgebase assets.

The following Regulatory Knowledgebase Subscriptions are available:

Standard:

Standard level routinely delivers updated AEON knowledgebase assets containing modified, new or enhanced; data collection, business rules, document structure, clause content and selection logic necessary to comply with a single published core regulation (i.e. the FAR). Updated Regulatory Knowledgebase elements are released as necessary to comply with the content of any pertinent published core regulatory change. Customers also have access to the DSI’s Customer support website for downloading updated and/or new clause content and receive on a proactive basis DSI’s Impact statements describing the nature and scope of the core regulatory change and how it was applied. The content of each updated regulatory knowledgebase under this support level is solely based on DSI’s interpretation of each published change and the core regulation itself.

Enhanced Level 1:

Enhanced Level 1 includes Standard Level coverage. Additionally this level allows customers to request modifications to existing data collection, business rules, document structure, clause content and selection logic associated with DSI’s interpretation of published core regulatory changes.

Enhanced Level 2:

Enhanced Level 2 includes Standard and Enhanced Level 1 coverage. Additionally this level allows customers to support data collection, business rules, document structure, clause content and selection logic etc. necessary to comply with a published supplement to a core regulation. Enhanced Level 2 supports regulatory supplements, which DSI considers to be of low to medium impact (i.e. complexity, size and/or frequency of change).

Enhanced Level 3:

Enhanced Level 3 includes Standard and Enhanced Level 1 & 2 coverage. Additionally this level allows customers to support data collection, business rules, document structure, clause content and selection logic necessary to comply with a published supplement to a core regulation and/or local policy guidance to a published core regulation provided by the customer. Enhanced Level 3 also provides support for regulatory supplements, which DSI considers to be of high impact (i.e. complexity, size and/or frequency of change).

The final determination of which Regulatory Knowledgebase Subscription level is required to support a

DSI solution for a given customer is solely at the discretion of DSI. Extremely large and/or complex regulatory supplements or local policy content may require an additional customized Regulatory

Knowledgebase Subscription. Regulatory Knowledgebase Subscriptions are only provided for core, supplement and local policy regulations that DSI has previously incorporated into an available AEON

Knowledgebase. Core, supplement and local policy regulations not currently available in AEON may require an initial one-time setup fee. DSI makes every effort to provide timely release of updated regulatory knowledgebase elements but cannot guarantee that release dates will precede effective dates for all regulatory changes. Extensive core and supplement regulation changes or rewrites may be determined by

DSI to be beyond the scope of a Regulatory Knowledgebase Subscription. DSI’s ability to plan and implement any customer requested change, including any local policy change, requires that the customer furnish complete information and participate in timely requirements elaboration.

Regulatory Knowledgebase Subscriptions are available through SIN 511210 (Software Maintenance as a Product).

14.2.2.2 General Support Knowledgebase Subscriptions

General Support Knowledgebase Subscriptions provide for the initial setup and on-going support of a solution knowledgebase; and/or user experience, business process, change management etc. support for DSI solutions, which are beyond the scope of Regulatory Knowledgebase Subscription. General Support Knowledgebase Subscription pricing is quoted based on a mutually agreed upon (DSI and the customer) scope of forward looking customer needs.

General Support Knowledgebase Subscriptions are annual fixed price fees which are not dependent on Software

License or software subscription named user counts.

General Support Knowledgebase Subscriptions are available through SIN 511210 (Configuration Charges for Set-

Up, Implementation Support, Business Process Analysis & Support, and SaaS Performance & Sustainment).

Customized General Support Knowledgebase Subscriptions are typically available through SIN 54151S

(Professional Services).

14.2.2.3 On-Call Technical Subscriptions

Call Technical Subscriptions provide for the routine support by DSI infrastructure architecture staff of issues surrounding the installation of new solution releases and the deployment of necessary non-DSI infrastructure systems upgrades (server side only) required to support evolving AEON technology requirements. On-Call

Technical Subscriptions must be purchased for each installed DSI solution.

On-Call Technical Subscriptions are available through SIN 511210 (Server Platform Support) and /or SIN 511210

(Configuration Charges for Set-Up, Implementation Support, Business Process Analysis & Support, and SaaS

Performance & Sustainment).

14.3 Software Maintenance as a Service

DSI utilizes Software maintenance as a service (SIN…