MAS - Levi Ray & Shoup Inc. - 47QTCA19D00CG

AUTHORIZED FEDERAL SUPPLY

SCHEDULE PRICE LIST

Online access to contract ordering information, terms and conditions, up to date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu driven database system. The internet address for GSA Advantage! is: GSAAdvantage.gov.

INFORMATION TECHNOLOGY

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SIN 511210 SOFTWARE LICENSES

SIN 54151 SOFTWARE MAINTENANCE SERVICES

ALL IN FSC CLASS 7030 INFORMATION TECHNOLOGY SOFTWARE

CONTRACT NUMBER: 47QTCA19D00CG

Prices Shown Herein are Net (discount deducted)

PERIOD COVERED BY CONTRACT: MAY 23, 2024 THROUGH MAY 22, 2029

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

LEVI, RAY & SHOUP, INC.

2401 WEST MONROE STREET

SPRINGFIELD, ILLINOIS 62704

TELEPHONE: 217-793-3800

FAX: 217-787-3286

INTERNET ADDRESS: HTTP://WWW.LRS.COM

ELECTRONIC MAIL ADDRESS: LRSMKT@LRSINC.COM

LARGE BUSINESS

PRICELIST CURRENT THROUGH MODIFICATION Refresh 26 A897 DATED 06/12/2025

Prices Shown Herein are Net (discount deducted)

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov.

http://www.lrs.com/ mailto:LRSMKT@LRSINC.COM

II.

TABLE OF CONTENTS

Cover Page Page Number

• Table of Contents

• Information for Ordering Activities

• Terms and Conditions Applicable to:…

SIN 511210 SOFTWARE LICENSES

SIN 54151 SOFTWARE MAINTENANCE SERVICES

• Offeror’s Standard Terms and Conditions Applicable to o Software Licenses and Maintenance o Perpetual License Agreement o Maintenance Plan o Term License Agreement

• GSA Price Lists for SIN 511210 o 2025 – 2026 Price List

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 Acquisition Service. 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!

online shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage! and the Federal

Acquisition Service Home Page (www.gsa.gov/fas) 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.

CUSTOMER INFORMATION:

1a. Customer information on awarded SINs is located on the Cover.

1b. Pricing is attached at the end of this Schedule.

1c. Hourly rates are not applicable.

2. 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 511210 - Software Licenses

Special Item Number 54151 – Maintenance of Software

3. MINIMUM ORDER: The minimum dollar value of orders to be issued is $ 100.00.

4. GEOGRAPHIC SCOPE OF CONTRACT:

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.

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

5. POINT OF PRODUCTION: Springfield, Sangamon County, Illinois, USA

6. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted. Government

Educational Institutions are offered the same discounts as all other Government customers.

http://www.gsa.gov/fas)

7. QUANTITY DISCOUNTS: Quantity discount of an additional 5% off GSA CPU Pricelist will be given when 2 or more MVS products are purchased at the same time. A secondary license discount of an additional 25% off GSA CPU Pricelist will be given for identical product licensed to additional CPUs in the same computer room. The quantity discount will not be given in conjunction with the secondary license discount.

VOLUME DISCOUNT: Only for SIN 511210, 1.5% discount for orders over $250,000 and 3% for orders over $500,000.

8. PROMPT PAYMENT: 1% - 20 days from receipt of invoice or date of acceptance, whichever is later for purchase only. No prompt payment discount is offered for maintenance. Information for Ordering Offices:

Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

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

9. FOREIGN ITEMS: N/A

10. DELIVERY SCHEDULE:

10a. 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)

SIN 511210 - SOFTWARE LICENSES 30 Days

SIN 54151 - SOFTWARE MAINTENANCE AS A SERVICE 30 Days

10b. EXPEDITED DELIVERY: Items not available for expedited delivery.

10c. OVERNIGHT AND 2-DAY DELIVERY: Items not available for overnight and 2-day delivery.

10d. 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.

11. FOB: Destination

12. ORDERING ADDRESS AND ORDERING PROCEDURES:

12a. The ordering address is as follows:

Levi, Ray & Shoup, Inc.

2401 West Monroe Street

Springfield, IL 62704

12b. 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.

• FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

• FAR 8.405-2 Ordering procedures for services requiring a statement of work.

• FAR 8.405-3 Ordering procedures for supplies and services and information on Blanket Purchase

Agreement (BPAs).

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: Phone: (217)793-3800 Facsimile: (217)787-3286

13. PAYMENT ADDRESS: Levi, Ray & Shoup, Inc. Illinois National Bank

2401 West Monroe Street PO Box 394

Springfield, Il 62704 Springfield, Il 62701

ABA#071109338 Account #000906

14. 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.

c. The maintenance/repair service provided is the standard commercial terms and conditions for the type of products and/or services awarded.

15. EXPORT PACKING: Export packing will be supplied at extra cost, if required, outside the scope of this contract.

16. GOVERNMENT PURCHASE CARDS: Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor will not agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit

Card). In addition, bank account information for wire transfer payments will be shown on the invoice.

17. through 22a. N/A

22b. Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services upon request. ICT accessibility standards can be found at https://www.section508.gov/.

23. Unique Entity Identifier UZVSKQ65B9Q1

26. System for Award Management (SAM): Vendor is active and current on its SAM registration.

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.

2. COMMERCIAL SUPPLIER AGREEMENTS

The Contractor has provided all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

3. GUARANTEE/WARRANTY

a. The Contractor’s commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include Enterprise User License Agreements or Terms of Service (TOS) agreements.

See Section 11.0 in both the General Terms and Conditions for Perpetual License Agreement and the General

Terms and Conditions for Term License Agreement.

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

(217)793-3800 cst for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from8a.m. to 5p.m. Monday through Friday, excluding Contractor holidays.

5. SOFTWARE MAINTENANCE

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

XX (1) Software Maintenance as a Product (SIN 54151)

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) Software Maintenance Services (SIN 54151)

Software maintenance services creates, designs, implements, and/or integrates customized changes to

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL

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

511210) AND SOFTWARE MAINTENANCE SERVICES (SPECIAL ITEM NUMBER 54151)

OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

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. or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder 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 a percentage 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 * 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, 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) Offeror elects to include the terms of Option 2--Reallocation of Perpetual Software (Option 2 SIN 511210)

Software Asset Identification Tags (SWID) (Option 1 SIN 511210) 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 511210)

a. The purpose of SIN 511210 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 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)

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 (511210), 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 (132- 32), 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.

GENERAL TERMS AND CONDITIONS FOR TERM LICENSE AGREEMENT

VERSION 3.3M

These General Terms and Conditions will apply between Levi, Ray & Shoup, Inc. (“LRS”), an Illinois Corporation, and the

GSA Customer from the latest signature date below.

1.0 Definitions.

1.1 Intentionally Omitted.

1.2 Agreement means these General Terms and Conditions.

1.3 Customer (or “Licensee”) means the GSA Customer, a U.S. Government agency or instrumentality authorized to order good and services from LRS’ GSA Schedule Contract pursuant to FAR part 8.4 that places an Order.

1.4 Critical Problem means a problem causing or threatening to cause a material interruption to the

Licensee’s operations.

1.5 Designated CPU is the computer on which Licensee is licensed to use the Software and which is listed in any applicable Order or which is identified pursuant to Section 5.0. Any other CPU is a Non-

Designated CPU.

1.6 Designated Computer Room is Licensee’s facility located at the address listed in any applicable Order or which is identified pursuant to Section 5.0.

1.7 Documentation means all technical information and user manuals pertaining to any of Licensor's software products which are made available to Licensee pursuant to this Agreement, regardless of the media or format in which they are delivered or made available. Technical documentation means that part of the Documentation that pertains specifically to the Software.

1.8 Effective Date in reference to an Agreement is the latest signature date on the Agreement.

1.9 Intentionally deleted.

1.10 Enhancement means improvements, fixes, modifications, changes, user exits, filters, new releases or versions of the licensed Software and any accompanying Documentation, regardless of the media or format in which they are delivered or made available.

1.11 GSA Customer Purchase Order (“Order”) means a document used by an ordering activity to place an order under a GSA Schedule Contract pursuant to FAR part 8.4.Licensee means the ordering activity.

1.12 Licensor or LRS means Levi, Ray & Shoup, Inc.

1.13 Software means the software products listed on the Order regardless of the media or format in which they are delivered or made available. Such term shall also include the Documentation and

Enhancements made available to Licensee pursuant to this Agreement.

1.14 Term means the period designated as such in the applicable Order.

2.0 License Fee/No Upgrade. The license fee for the Software shall be set forth in the Order and shall include maintenance as described in Section 8.0. During the Term, there shall be no charge for increases to the capacity of the Designated CPU(s).

3.0 Grant of License. Licensor hereby grants, and Licensee hereby accepts, a non-exclusive, nontransferable license to use the Software for the Term.

4.0 Restrictions on Use/No Outsourcing.

4.1 The Software may be used only in machine-readable form and only by the Licensee for the internal purposes of the Licensee on the Designated CPU(s) in the Designated Computer Room and as set forth in the Order, except as set forth in this Section 4.0 and Section 5.0.

4.2 Licensee may allow its employees, agents, consultants and/or independent contractors

(collectively referred to as “employees,” hereinafter) access to the Software and Documentation, but only to the extent such access is necessary to allow the Licensee to directly use the

Software or its computer systems and provided that such employees are subject to confidentiality requirements at least as restrictive as those provided in this Agreement.

5.0 Use on Non-Designated CPU.

5.1 Use on Non-Designated CPU. The Software may be used on a Non-Designated CPU only in the following circumstances and only in the United States: 1) If the Designated CPU cannot be used because of equipment or software malfunction or an event beyond the control of Licensee, Licensee may use the Software temporarily on a Non-Designated CPU, provided Licensee gives Licensor written notice as soon as is reasonably possible under the circumstances and Licensee de-installs the Software from the Non-

Designated CPU as soon as the Designated CPU is again operable; 2) Provided the Licensee gives the

Licensor prior written notice, Licensee may use the Software permanently on a single replacement CPU, which replacement CPU shall become the Designated CPU under the Agreement; and, 3) The Licensee may use the Software temporarily on a different CPU for disaster recovery testing as long as it complies with Section 5.3.

5.2 CPU ID Checking. The Software does or will contain a program that will disable the Software once it is installed on a Non-Designated CPU after a period of no less than thirty (30) days and after repeated warning messages have been generated. If Licensee's anticipated use on a Non- Designated CPU may exceed thirty (30) days, it is incumbent upon Licensee to obtain a "key" from Licensor to allow extended use. Licensor will issue a key for extended use if the Licensee so requests.

5.3 Restriction on Copies. License e may keep such copies of the Software at the Designated Computer Room as is customary and necessary as part of its automated back-up system. In addition, Licensee m ay keep one other copy of the Software at the Designated Computer Room for archival purposes. If the

Licensee maintains a disaster recovery system, Licensee may keep one copy of the Software at a location other than the Designated Computer Room, but only for disaster recovery purposes and provided that Licensor is notified in writing of such location.

5.4 Notice Content. Wherever in this Section 5.0, Licensee is required to give Licensor notice in writing, it shall include in such notice any information necessary for CPU ID checking and/or identified in the

Agreement as relevant (e.g. the address of the applicable computer room, the manufacturer, machine type, model and serial numbers of both the original and replacing CPU).

6.0 Protection of Software and Licensee ’s Confidential Information.

6.1 Acknowledgment of Trade Secrets. This Agreement does not transfer any ownership or title in the

Software or the Documentation to Licensee and all such ownership rights will remain in Licensor or its suppliers. Licensee acknowledges Licensor's representation that the Software and its Documentation contain valuable trade secrets and are protected by United States and international copyright laws and treaties. Licensee may not disclose or make available to third parties other than its employees, the

Software, its Documentation or any portion thereof without Licensor’s prior written approval, except as specifically allowed under Section 4.0. Licensor has the exclusive right to modify and enhance the

Software and its Documentation, and the Licensee hereby agrees that it will make no effort to reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software except as expressly authorized by applicable federal law for purposes of achieving interoperability.

6.2 Return Copies. Upon expiration or termination of the Agreement, or any Software license granted pursuant to the Agreement, Licensee shall immediately return the applicable Software and the

Documentation and all copies thereof to Licensor. Or, Licensee shall immediately destroy the applicable

Software and Documentation and all copies thereof and upon request, certify in writing to Licensor, its compliance with this paragraph within five (5) days after such request.

6.3 Proprietary Notices. All copies of the Software, in whole or in part, shall contain all restrictive and proprietary notices as they appear on the copy of the Software provided by Licensor. In no event may

Licensee copy in whole or in part, the Software or the Documentation without the Licensor’s prior written consent except as allowed in Section 5.0.

6.4 Licensee’s Confidential Information. All information, documents or records to which Licensor has access as a result of the Agreement and in which the Licensee has rights or which is marked as confidential shall be treated by Licensor as the Licensee’s proprietary information and shall not be disseminated or disclosed to third parties without Licensee’s prior written consent. When the end user is an instrumentality of the U.S. Government, neither this Agreement nor the

Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect. Notwithstanding anything in this Agreement to the contrary, the GSA Customer may retain such Confidential Information as required by law, regulation or its bona fide document retention procedures for legal, regulatory or compliance purposes; provided however, that such retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement. Licensor acknowledges that Federal agencies are subject to the Freedom of

Information Act (FOIA) and some information may be released despite being characterized as “confidential” by Licensor, and Licensor agree that courts of competent jurisdiction may require certain information to be released under FOIA (5 USC 552) that does not fall under certain exceptions, and such information must be released when requested.

7.0 Warranty Against Infringement and Interference with Enjoyment.

7.1 Warranty/Exclusive Remedy. Licensor warrants that the Software will be delivered free of the rightful claim of any third party by way of infringement or misappropriation of rights arising under the laws of the United States. Licensor further warrants that no act or omission of Licensor will result in a third party holding a claim that will interfere with Licensee's enjoyment of the Software. LICENSEE'S REMEDY

FOR BREACH OF THE FOREGOING WARRANTIES IS SET FORTH IN SECTIONS 7.2 AND 7.3.

7.2 Licensor’s Duty To Indemnify. If a claim is made by a third party against Licensee that alleges a breach of the warranties set forth in Section 7.1, then Licensor shall, at its own expense.

indemnify Licensee and hold it harmless against any settlement or any final judgment, including an award of attorneys’ fees, that may be awarded by a court of competent jurisdiction against

Licensee as a result of the foregoing. Licensee shall give Licensor prompt written notice of such claim and shall provide Licensor with an opportunity to intervene in any litigation, at its own expense, through counsel of its choosing. Licensor shall provide the Government with all reasonable cooperation. Further, Licensor shall have no liability or duty to Licensee for any claim of infringement pursuant to this section when such claim is based on Licensee’s or a third party’s addition or modification to the Software that Licensor did not authorized in writing.

7.3 Licensor’s Right To Correct. If a claim is made by a third party against Licensee that alleges intellectual property rights infringement, or if Licensor believes that a likelihood of such a claim exists, Licensor may work with the Government to procure for Licensee the right to continue using the Software, modify it to make it non-infringing but meeting the Software’s functionality, or replace it with non- infringing software of like functionality. If none of the foregoing is reasonably available to Licensor, either party may terminate the applicable Agreement, in which case the Licensee shall return the Software to Licensor pursuant to Section 6.2 and Licensee's obligation to pay license fees shall cease and Licensee will be refunded on a pro rata basis any prepaid license fees for the remainder of the Term.

8.0 Maintenance and Support. The maintenance and support services set forth in this Section 8.0 shall only be provided in conjunction with the current release of the Software and the release immediately preceding the current release of the Software. Licensor shall provide the following maintenance and support services to Licensee subject to the terms and conditions of this Agreement.

8.1 Telephone support by qualified personnel shall be available between the hours of 8:00 a.m. and 5:00 p.m.

Monday through Friday current U.S. Central Standard Time, excluding federal holidays (a list of which for any year shall be available upon request).

8.2 Emergency telephone support for Critical Problems by qualified personnel shall be available every day of the year, twenty-four hours a day, with a response time of two hours or less.

8.3 Licensor currently maintains a support section on its website and publishes a newsletter in support of its

Software. All software code, documentation or other information contained within and made available to Licensee via the support section of the website shall be a part of the Software. As long as Licensor maintains these services, they shall be available to the Licensee.

8.4 Licensor shall make available to the Licensee all Enhancements to the Software developed by Licensor.

8.5 Licensor shall make available Enhancements to the Software if and as required to cause it to operate with new releases of the operating system so long as such updates are technically and commercially feasible.

9.0 Licensee Obligations. Licensee will: (a) Ensure that the Software is used only as set forth in this Agreement and operated and maintained in accordance with its technical documentation; (b) Ensure that only adequately trained, competent and authorized persons are allowed to operate the Software; (c) In the event of an actual or apparent malfunction of the Software, take all reasonable actions to document or record the form, nature, apparent cause or symptoms of the malfunction. Upon request, such documents or records shall be supplied or provided to Licensor during the course of problem resolution.

10.0 Trap Date Mechanism. The Software may contain a trap date mechanism that will cause the Software to cease to operate on the trap date that is set by Licensor in the product key. This mechanism allows Licensor to extend software test periods prior to customer’s acceptance and licensing of the Software. The trap date mechanism shall never be fully disabled during a term license. Licensee will be provided with license keys which will prevent the

Software from being disabled by the trap date mechanism during the Term. Further, the Licensor has no remote access to the Software. If the Licensee requires a new key in accordance with Section 5.0 or otherwise because the

Software is going to be or has been installed on a Non-Designated CPU, such key may also contain a trap date mechanism.

11.0 Warranties, Disclaimers, Remedy.

11.1 Limited Warranty. Licensor warrants that it will perform the services detailed in Section 8.0 with reasonable care and skill and that, during the Term, the Software will function substantially in accordance with its technical documentation. Licensor does not warrant that the Software will be error free.

11.2 EXCLUSIVE REMEDY. LICENSEE’S EXCLUSIVE REMEDY FOR THE BREACH OF THE

WARRANTIES CREATED IN THIS SECTION 11. SHALL BE LIMITED TO REPAIR OF

DEFECTS, REPLACEMENT OF SOFTWARE, OR LICENSEE MAY TERMINATE THE

LICENSE FOR THE APPLICABLE SOFTWARE AND RECEIVE A REFUND OF LICENSE FEES

ACTUALLY PAID TO LICENSOR FOR THE APPLICABLE SOFTWARE UNDER THE

AGREEMENT DURING THE FIRST THREE YEARS OF THE TERM OR, IF THE TERM IS LESS

THAN THREE YEARS, THE LICENSE FEES ACTUALLY PAID UNDER THE AGREEMENT

DURING THE TERM.

11.3 THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER

FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY

FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.

FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S.

GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE

CONTRACT (E.G. CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT

INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE

ACCURATE INFORMATON.

12.0 Exclusions. Licensor’s limited warranty set forth in Section 11.1 shall be void if, and its service obligations set forth in Section 8.0 do not include circumstances where: (a) Corruption or loss of the Software or data is due to hardware failure or fault , although Licensor’s personnel will use reasonable efforts to assist if such problems arise; (b)

Corruption to the Software or data is due to the interference or modification of the Software by the Licensee or third party, except where modification is allowed in the Documentation or with Licensor’s written permission; (c) The failure of the Licensee to implement solutions previously provided by Licensor or Licensee’s failure to install an

Enhancement made available under the Agreement.

13.0 [Intentionally deleted.] LIMITATION OF LIABILITY AND CONSEQUENTIAL

DAMAGES/INDEPENDENT CLAUSES.

14.0 [Intentionally deleted.] Assignment.

15.0 Effect of Termination. Sections 6.0 (Protection of Software and Licensee’s Confidential Information) and 7.0 (Warranty Against Infringement and Interference with Enjoyment) shall survive the expiration or termination of this Agreement.

16.0 General and Miscellaneous Clauses.

16.1 Notice. All notices shall be in writing and shall be delivered personally or sent by certified mail with return receipt requested or by a nationally recognized overnight courier service or sent via facsimile. Any notice or demand mailed as aforesaid shall be deemed to have been delivered on the date of delivery or refusal, as the case may be, set forth on the return receipt. If sent via facsimile, such notice and shall be deemed to have been delivered upon transmittal with documented facsimile transmission confirmation. The parties agree that any such faxed notice sent by the Licensee and received by Licensor shall be deemed an authentic original and any signature thereon shall be deemed genuine to the same extent it would have, if a hard copy was sent via one of the methods described herein.

16.2 Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement, shall not be affected.

16.3 [Intentionally Omitted.] Parties Bound.

16.4 No Intended Third Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and the Agreement shall not be construed as conferring any rights or remedies on any other person or entity.

16.5 Applicable Law. The Agreement shall be governed by the laws of the United States Federal Government.

16.6 Export Compliance. Licensee agrees to comply fully with all relevant export laws and regulations of the

United States, including but not limited to the U.S. Export Administration Regulations (collectively, U.S.

Export Controls). Without limiting the generality of the foregoing, Licensee expressly agrees that it shall not, and shall cause its representatives to agree not to export, directly or indirectly, re-export, divert, or transfer the Software and/or Documentation or direct product thereof to any destination, person or

Company restricted or prohibited by U.S. Export Controls.

16.7 This Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods.

16.8 Headings, Gender. All section headings contained in the Agreement are for convenience of reference only, do not form a part of the Agreement and shall not affect in any way the meaning or interpretation of the

Agreement. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Further, reference to a single section number ending in a zero, e.g., 5.0, shall be a reference to all of the sections starting with the same number. For example, a reference to Section

5.0 is a reference to Sections 5.1, 5.2, 5.3, 5.4, and 5.5 as well.

16.9 Waiver. A waiver of a breach of any term of the Agreement shall not be construed as a waiver of any succeeding breach or as a waiver of the provision itself. A party’s performance after the other party’s breach shall not be construed as a waiver of that breach.

16.10 Final Agreement/Conflicts. The Agreement, the underlying GSA Schedule Contract, the

Schedule Price List and any applicable Orders constitute the complete, final and exclusive expression of the parties’ agreement, and supersedes all proposals and other communications made between the parties concerning the subject matter hereof. This Agreement, however shall not take precedence over the terms of the underlying GSA Schedule Contract or any specific, negotiated terms on the Order.

16.11 The Agreement cannot be modified except by written agreement signed by all the parties hereto.

16.12 Mode of Delivery. Licensor’s software…