MAS - Zlink Inc. - 47QTCA19D00EK

AUTHORIZED

MULTIPLE AWARD SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Facilities Information Systems Software and Services

Special Item No. 511210 Software Licenses

Special Item No. 54151 Software Maintenance Services

Special Item No. 611420 Information Technology Training

Special Item No. 54151S IT Professional Services

Note: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

SPECIAL ITEM NUMBER 511210 - SOFTWARE LICENSES

Software Licenses includes both Term and Perpetual software licenses. 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 are 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 FAQs (Frequently Asked Questions), 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 as a service – which is categorized under a difference SIN (54151).

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Large Scale Computers

Application Software

Microcomputers

Application Software

NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interfaces may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

SPECIAL ITEM NUMBER 54151 - SOFTWARE MAINTENANCE

SERVICES

Software maintenance as a service 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 as a service includes person-to-http://www.core.gov/ 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 as a service is billed arrears in accordance with 31 U.S.C.

3324.

SPECIAL ITEM NUMBER 611420 – INFORMATION TECHNOLOGY

TRAINING

Federal agencies can order training products, services, and solutions off of the

Training Courses Special Item Number (SIN 611420) within the GSA Schedules.

State, local, and tribal governments can use the Cooperative Purchasing Program to order. This includes training on hardware, software, cloud, and other applicable systems.

SPECIAL ITEM NUMBER 54151S – IT PROFESSIONAL SERVICES

MAS Schedule Special Item Number (SIN) 54151S for all IT Professional Services includes: Cloud services (all associated labor); Cognitive computing; Conversion and implementation support; Database planning and design; Internet of Things (IoT); IT project management; Migration services (of all kinds); Network services;

Programming; Resources and facilities management; Systems analysis, design, and implementation; and Other services relevant to 29 CFR 541.400.

zLink Inc

141 Parker Street, Suite 311, Maynard MA 01754

Tel: (978) 309-3628 www.zlinkcorp.com

Contract Number:

Period Covered by Contract: _

General Services Administration

Federal Acquisition Service

Pricelist current through Modification # PO 0013 , dated _May 7, 2024

Products and ordering information in this Authorized MAS Schedule Pricelist are also available on the GSA

Advantage! System (http://www.gsaadvantage.gov).

http://www.zlinkcorp.com/ zLink Inc. July 4, 2025 FCP Terms and Conditions Pg 4 of 53

Table of Contents

1.0 INFORMATION FOR ORDERING ACTIVITIES TO ALL SPECIAL ITEM NUMBERS

1.1 GEOGRAPHIC SCOPE OF CONTRACT

1.2 CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION

1.3 LIABILITY FOR INJURY OR DAMAGE

1.4 STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF

STANDARD FORM 279

1.5 FOB DESTINATION

1.6 DELIVERY SCHEDULE

1.7 DISCOUNTS: Prices Shown are NET Prices; Basic Discounts have been deducted

1.8 TRADE AGREEMENTS ACT of 1979, as amended

1.9 STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING

1.10 SMALL REQUIREMENTS

1.11 MAXIMUM ORDER

1.12 ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

1.13 FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS

1.14 CONTRACTOR TASKS/SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

1.15 CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES

1.16 GSA ADVANTAGE!

1.17 PURCHASE OF OPEN MARKET ITEMS

1.18 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

1.19 OVERSEAS ACTIVITIES

1.20 BLANKET PURCHASE AGREEMENT (BPAs)

1.21 CONTRACTOR TEAM AGREEMENTS

1.22 INSTALLATION, DEINSTALLATION, REINSTALLATION

1.23 SECTION 508 COMPLIANCE

1.24 PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

1.25 INSURRANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR

52.228-5)

1.26 SOFTWARE INTEROPERABILITY

1.27 ADVANCE PAYMENTS

2.0 TERMS AND CONDITIONS APPLICABLE TO LEASING OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY PRODUCTS (SPECIAL ITEN NUMBER 532420L)

OPTION 1:

2.1 STATEMENT

2.2 FUNDING AND PERIODS OF LEASING ARRANGEMENTS

2.3 DISCONTINUANCE AND TERMINATION

OPTION 2

2.1 LEASING PRICE LIST NOTICE:

2.2 STATEMENT OF ORDERING ACTIVITY INTENT:

2.3 LEASE TERM:

2.4 LEASE TERMINATION:

3.0 LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE AGREEMENTS

zLink Inc. July 4, 2025 FCP Terms and Conditions Pg 5 of 53

3.1 ORDERING PROCEDURES

3.2 ASSIGNMENT OF CLAIMS

3.3 PEACEFUL POSSESSION AND UNRESTRICTED USE:

3.4 COMMENCEMENT OF LEASE:

3.5 INSTALLATION AND MAINTENANCE:

3.6 MONTHLY PAYMENTS

3.7 LEASE END/DISCONTINUANCE OPTIONS

3.8 UPGRADES AND ADDITIONS:

3.9 RISK OF LOSS OR DAMAGE:

3.10 TITLE:

3.11 TAXES

3.12 OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5)

4.0 TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM

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

MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

4.1 INSPECTION/ACCEPTANCE

4.2 ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

4.3 GUARANTEE/WARRANTY

4.4 TECHNICAL SERVICES

4.5 SOFTWARE MAINTENANCE

4.6 PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN 54151)

4.7 CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

4.8 TERM LICENSE CESSATION

4.9 UTILIZATION LIMITATIONS - (SIN 511210 AND SIN 54151)

4.10 SOFTWARE CONVERSIONS - (SIN 511210)

4.11 DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

4.12 RIGHT-TO-COPY PRICING

5. 0 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND

SOFTWARE (SPECIAL ITEM NUMBER 611420)

5.1 SCOPE

5.2 ORDER

5.3 TIME OF DELIVERY

5.4 CANCELLATION AND RESCHEDULING

5.5 FOLLOW-UP SUPPORT

5.6 PRICE FOR TRAINING

5.7 INVOICES AND PAYMENT

5.8 FORMAT AND CONTENT OF TRAINING

5.9 “NO CHARGE” TRAINING

6. 0 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

6.1 SCOPE

6.2 PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

6.3 ORDER

6.4 PERFORMANCE OF SERVICES

6.5 STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

zLink Inc. July 4, 2025 FCP Terms and Conditions Pg 6 of 53

6.6 INSPECTION OF SERVICES

6.7 RESPONSIBILITIES OF THE CONTRACTOR

6.8 RESPONSIBILITIES OF THE ORDERING ACTIVITY

6.9 INDEPENDENT CONTRACTOR

6.10 ORGANIZATIONAL CONFLICTS OF INTEREST

6.11 INVOICES

6.12 PAYMENTS

6.13 RESUMES

6.14 INCIDENTAL SUPPORT COSTS

6.15 APPROVAL OF SUBCONTRACTS

6.16 DESCRIPTION OF IT/IAM PROFESSIONAL SERVICES AND PRICING

7. 0 DESCRIPTION OF PRODUCT CAPABILITIES – zLinkFM™ IWMS

8.0 TRAINING PLAN

8.1 TRAINING METHODOLOGY

8.2 COMPUTER SKILL REQUIREMENTS

8.3 COMPETENCY OF APPLICATION

8.4 ONLINE TRAINING ACCESS

8.5 TRAINING CURRICULUM

8.6 TRAINING STRATEGY

8.7 ADDITIONAL TRAINING OPTIONS

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS 49

zLink Inc. July 4, 2025

FCP Terms and Conditions Pg 7 of 53

1.0 INFORMATION FOR ORDERING ACTIVITIES TO ALL SPECIAL

ITEM NUMBERS

1.1 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:

[x ] 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.

1.2 CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION

Orders should be sent to the following address:

zLink Inc.

141 Parker Street, Suite 311

Maynard, MA 01754

Tel: (978) 309-3628

Facsimile orders should be directed to:

Fax: (978) 309-3629

Contractors’ Payment Address:

Attention: Accounts Receivable zLink Inc.

141 Parker Street, Suite 311 Maynard, MA 01754

Tel: (978) 309-3628

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 and the ordering agency may 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.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

Customer Assistance: (978) 309-3628

When Authorized Dealers are allowed by the Contractor to bill ordering activities and accept payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized Dealer.

FCP Terms and Conditions Pg 8 of 53

1.3 LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

1.4 STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF

STANDARD FORM 279

Block 9: G. Order/Modification Under Federal Schedule Contract

Block 16: Data Universal Numbering System (DUNS) Number: _081020692, Unique Entry ID: Q3GLB2QZAT64

Block 30: Type of Contractor: A. Small Disadvantaged Business

A. Small Disadvantaged Business B. Other Small Business

C. Large Business

G. Other Nonprofit Organization

L. Foreign Contractor

Block 31: Woman-Owned Small Business - No

Block 37: Contractor's Taxpayer Identification Number (TIN): _82-3676159

Block 40: Veteran Owned Small Business (VOSB): No

A: Service Disabled Veteran Owned Small Business

B: Other Veteran Owned Small Business

4a. CAGE Code: 81AR7

4b. Contractor has registered with the Central Contractor Registration Database.

1.5 FOB DESTINATION

The site of work performance, whether Government or contractor facility, will be specified in each task order.

1.6 DELIVERY SCHEDULE

a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

SIN 511210 15 Days

SIN 54151_ 15 Days

FCP Terms and Conditions Pg 9 of 53

SIN 611420_ 30 Days

SIN 54151S_ 30 Days

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

1.7 DISCOUNTS: Prices Shown are NET Prices; Basic Discounts have been deducted

a. Prompt Payment: _0 % - _30 days from receipt of invoice or date of acceptance, whichever is later.

b. Quantity

c. Dollar Volume

d. Other Special Discounts (i.e. Government Education Discounts, etc.)

1.8 TRADE AGREEMENTS ACT of 1979, as amended

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

1.9 STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING

1.10 SMALL REQUIREMENTS:

The Minimum dollar value of orders to be issued is $ 2,500.00

1.11 MAXIMUM ORDER

All Dollar Amounts are Exclusive of any Discounts for Prompt Payment.

a. The Maximum Order for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 511210 - Term Software Licenses

FCP Terms and Conditions Pg 10 of 53

Special Item Number 511210 - Perpetual Software Licenses

Special Item Number 54151 - Software Maintenance Services

Special Item Number 54151S - Information Technology Professional Services

b. The Maximum Order for the following Special Item Numbers (SINs) is $250,000:

Special Item Number 611420 - Training Courses

1.12 ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

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

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

1.13 FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS

Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards

Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication

Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

1.13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing

Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS

Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S.

Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security

Act. Information concerning their availability and applicability should be obtained from the National Technical

Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS

Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

1.13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal

Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and

Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their

FCP Terms and Conditions Pg 11 of 53 applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of

Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

1.14 CONTRACTOR TASKS/SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award

Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR

Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year.

Funds may not be presently available for any orders placed under the contract or any option year. The

Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

FCP Terms and Conditions Pg 12 of 53

1.15 CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs

(l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

1.16 GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.:

NetScape). The Internet address is http://www.gsaadvantage.gov

1.17 PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. Ordering Activities procuring open market items must follow FAR

8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply

Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal

Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal

Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

1.18 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

http://www.gsaadvantage.gov/

FCP Terms and Conditions Pg 13 of 53

(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.

1.19 OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

1.20 BLANKET PURCHASE AGREEMENT (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

1.21 CONTRACTOR TEAM AGREEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

1.22 INSTALLATION, DEINSTALLATION, REINSTALLATION

FCP Terms and Conditions Pg 14 of 53

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United

States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the

Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services.

1.23 SECTION 508 COMPLIANCE

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT)

Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all IT hardware/software/services are 508 compliant:

Yes X

No

The offeror is required to submit with its offer a designated area on its website that outlines the Voluntary Product

Accessibility Template (VPAT) or equivalent qualification, which ultimately becomes the Government Product

Accessibility Template (GPAT). Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL): www.indus-systems.com

The EIT standard can be found at: www.Section508.gov/.

1.24 PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

This order is placed under written authorization from dated . In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply

Schedule contract, the latter will govern.

1.25 INSURRANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR

52.228-5) http://www.indus-systems.com/ http://www.section508.gov/

FCP Terms and Conditions Pg 15 of 53

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

1.26 SOFTWARE INTEROPERABILITY

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a

Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

1.27 ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324).

http://www.core.gov/

FCP Terms and Conditions Pg 16 of 53

2.0 TERMS AND CONDITIONS APPLICABLE TO LEASING OF

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

PRODUCTS (SPECIAL ITEN NUMBER 532420L)

LEASE TYPES

The ordering activity will consider proposals for the following lease types:

a. Lease to Ownership,

b. Lease with Option to Own, and

c. Step Lease.

Orders for leased products must specify the leasing type.

OPTION 1:

2.1 STATEMENT

a. It is understood by all parties to this contract that orders issued under this SIN shall constitute a lease arrangement. Unless the ordering activity intends to obligate other than annual appropriations to fund the lease, the base period of the lease is from the date of the product acceptance through September 30 of the fiscal year in which the order is placed.

b. Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4

Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering into any lease arrangement.

2.2 FUNDING AND PERIODS OF LEASING ARRANGEMENTS

a. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies:

(1) The base period of an order for any lease executed by the ordering activity shall be for the duration of the fiscal year. All ordering activity renewal options under the lease shall be specified in the delivery order. All orders for leasing shall remain in effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the ordering activity exercises its rights hereunder to acquire title to the product prior to the planned expiration date or unless the ordering activity exercise its right to terminate under FAR 52.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year’s funds or to otherwise commit the ordering activity to a renewal.

(2) All orders for leasing shall automatically terminate on September 30, unless the ordering activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such orders of the ordering activity’s intent to renew. Such notice to renew shall not bind the ordering activity. The ordering activity has the option to renew each year at the original rate in effect at the time the order is placed. This rate applies for the duration of the order. If the ordering activity exercises its option to renew, the renewal order, shall be issued within 15 days after funds become available for obligation by the ordering activity, or as specified in the initial order. No termination fees shall apply if the ordering activity does not exercise an option.

b. Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority to cross fiscal years with annual appropriations, the ordering activity may place an order under this option to lease product

FCP Terms and Conditions Pg 17 of 53 for a period up to the expiration of its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years.

2.3 DISCONTINUANCE AND TERMINATION

Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products leased under this agreement, at any time during a fiscal year in accordance with the termination provisions contained in FAR

52.212-4. (l) Termination for the ordering activity’s convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option.

OPTION 2

To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease.

2.1 LEASING PRICE LIST NOTICE:

Contractors must include the following notice in their contract price list for SIN 532420L:

“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.”

2.2 STATEMENT OF ORDERING ACTIVITY INTENT:

(a) The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order

(the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction.

(b) Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products.

2.3 LEASE TERM:

(a) The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor.

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(b) Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period. Defense agencies must also consider DOD

FAR supplement (DFAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases.

(c) The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis.

(d) Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the

Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance.

2.4 LEASE TERMINATION:

(a) The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein.

(i) The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a

Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or

Termination for Convenience in accordance with FAR 52.212-4 paragraphs (l) and (m).

(ii) The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination

Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement.

(b) Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with

FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling

(c) Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payment for the lease

Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non-appropriation shall be provided to the Contractor upon request.

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(d) Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.

(e) At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section.

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3.0 LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE

AGREEMENTS

3.1 ORDERING PROCEDURES:

(a) When an ordering activity expresses an interest in leasing a product(s), the ordering activity will provide the following information to the prospective Contractor:

(i) Which product(s) is (are) required.

(ii) The required delivery date.

(iii) The proposed lease plan and term of the lease.

(iv) Where the product will be located.

(v) Description of the intended use of the product.

(vi) Source and type of appropriations to be used.

(b) The Contractor will respond with:

(i) Whether the Contractor can provide the required product.

(ii) The estimated residual value of the product (Lease with Option to Own and Step Lease only).

(iii) The monthly payment based on the rate.

(iv) The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items in accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment.

(v) A confirmation of the availability of the product on the required delivery date.

(vi) Extent of warranty coverage, if any, of the leased products.

(vii) The length of time the quote is valid.

(c) The ordering activity may issue a delivery order to the Contractor based on the information set forth in the Contractor’s quote. In the event that the ordering activity does not issue a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire.

3.2 ASSIGNMENT OF CLAIMS:

GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR

32.804-5. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.

3.3 PEACEFUL POSSESSION AND UNRESTRICTED USE:

In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity.

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3.4 COMMENCEMENT OF LEASE:

The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order.

3.5 INSTALLATION AND MAINTENANCE:

a. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The

Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source.

The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased.

b. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties.

3.6 MONTHLY PAYMENTS:

a. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price.

b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value:

For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction.

The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel).

c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in

6.b. above.

d. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less.

NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamortized principle. The methodology for determining lump sum payments may be identified in the pricelist.

e. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level.

In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment.

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3.7 LEASE END/DISCONTINUANCE OPTIONS:

a. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non-

Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either:

(i) to purchase the product for the residual value of the product, or

(ii) to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed.

b. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. Ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or it's…