MAS - Uptodate, Inc. - 47QTCA20D0034

GENERAL SERVICES ADMINISTRATION FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

On-line 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 http://www.gsaadvantage.gov/.

Multiple Award Schedule: Information Technology Category

Contract Number: 47QTCA20D0034

Period Covered by Contract: 12/10/2024 – 12/09/2029

For more information on ordering from Federal Supply Schedules, click on the FSS Schedules button at www.fss.gsa.gov

Pharmacy OneSource, Inc.

525 Junction Rd Ste 5000

Madison, WI 53717

P: (800) 654-8395 http://www.gsaadvantage.gov/ https://wolterskluwer-my.sharepoint.com/personal/sarah_strawn_wolterskluwer_com/Documents/Safety/Government/www.fss.gsa.gov

TABLE OF CONTENTS

1. CUSTOMER INFORMATION

2. TERMS AND CONDITIONS

1. CUSTOMER INFORMATION

1a. Table of awarded special item number(s):

SIN 511210 Software Licenses

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract: Not applicable.

1c. Hourly rates and labor category descriptions: NA

2. Maximum order: $500,000.

3. Minimum order: $100.

4. Geographic coverage (delivery area): Worldwide

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

6. Prices shown herein are net, discount deducted.

7. Quantity discounts.

2-5 Sites – 5% 6-10 Sites – 10% 11+ Sites – 15% Bundle 2 of Simplifi 797, Simplifi+ MedStorage or Simplifi+ MedTrays - 5% Bundle all 3 of Simplifi 797, Simplifi+ MedStorage or Simplifi+ MedTrays – 10%

8. Prompt payment terms. Net 30 days.

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

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

10. Foreign items (list items by country of origin). NA

11a. Time of delivery. Within 30 days ARO.

11b. Expedited Delivery. Within 30 days ARO.

11c. Overnight and 2-day delivery. See 11b.

11d. Urgent Requirements. See 11b.

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

13a. Ordering address(es). Pharmacy OneSource, Inc.

13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s), and a sample BPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

14. Payment address(es). Pharmacy OneSource, Inc.

Suite 5000

525 Junction Rd

Madison WI, 53717

15. Warranty provision. – Applications will operate in substantial conformance with the then-current Documentation for the Applications for a period of thirty (30) days following the date the Application is first delivered or made available to Customer for use.

16. Export packing charges, if applicable. N/A

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

18. Terms and conditions of rental, maintenance, and repair (if applicable). N/A

19. Terms and conditions of installation (if applicable). N/A

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). N/A

20a. Terms and conditions for any other services (if applicable) Outlined in contract.

21. List of service and distribution points (if applicable). All service performed by

Pharmacy OneSource, Inc.

22. List of participating dealers (if applicable). No dealers

23. Preventive maintenance (if applicable) N/A

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). N/A

24b. Section 508 compliance information is available on Electronic and Information Technology (EIT). The EIT standards can be found at: www.Section508.gov/.

• Pharmacy OneSource, Inc. follows the general guidelines of Section 508 and WCAG but doesn’t explicitly follow every guideline.

25. Unique Entity Identifier (UEI) Number. K1PZSJVND2J3

26. Pharmacy OneSource, Inc. is registered in the System for Award Management

(SAM).

27. Company’s policy regarding uncompensated overtime. N/A http://www.fss.gsa.gov/schedules http://www.section508.gov/.%20%20N/A

2. TERMS AND CONDITIONS

1.) Specific Instructions for SIN 511210 - Software Licenses a.) 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.

b.) Contractors are encouraged to offer SIN 54151 Software Maintenance Services in conjunction with SIN 511210 - Software Licenses.

c.) Conversion From Term License To Perpetual License - Not Offered i.) When standard commercial practice 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.

ii.) 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.

iii.) 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.

iv.) 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.

d). Term License Cessation – Not Offered i.) After a software product has been on a continuous term license for a period of (Fill-in the period of time.) 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.

ii.) Each separately priced software product shall be individually enumerated, if different accrual periods apply for the purpose of perpetual license attainment.

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 511210) OF

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

http://www.core.gov/ iii.) Fill-in data and specific terms shall be attached to the GSA Price List (I-FSS-600 CONTRACT PRICE

LISTS (OCT 2016)).

iv.) 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 SIN 54151 - Software Maintenance Services, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

e.) Utilization Limitations for Perpetual Licenses – Not Offered

i) Software Asset Identification Tags (SWID) (Option 1 Perpetual License)

1.) 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.

2.) 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.

ii) Reallocation of Perpetual Software (Option 2 Perpetual License)

1.) 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.

2.) 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.

3.) 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.

4.) 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.

5.) 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.

6.) 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.

7.) 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.

8.) 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.

9.) Fill-in data and specific terms shall be attached to the GSA Price List (I-FSS-600 CONTRACT

PRICE LISTS (OCT 2016).

f.) Software Conversions - Not Offered

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as a result of a change in operating system, or from one computer system to another. Under a perpetual license, the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license, 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.

g.) Organizational Conflicts Of Interest

a) Definitions.

"Contractor" means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

"Contractor and its affiliates" and "Contractor or its affiliates" refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the

Contractor or its affiliates or (ii) impair the Contractor's or its affiliates' objectivity in performing contract work.

b) To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508 h.) Services Performed

a) All services performed by the Contractor under the terms of this contract shall be as an Independent Contractor, and not as an agent or employee of the ordering activity.

b) The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

c) The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

i.) Travel. Any Contractor travel required in the performance of services must comply with the Pub. L. 99-234 and FAR Part 31.205-46, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

j.) Warranty

a) Unless otherwise specified in this contract, the Contractor's standard commercial warranty as stated in the contract's commercial pricelist will apply to this contract.

b) 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, if applicable.

c) 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.

Regulation Number Title/Comments

52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

52.222-48 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR

STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF

CERTAIN EQUIPMENT CERTIFICATION (MAY 2014)

52.223-19 COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT SYSTEMS (MAY 2011)

52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND

CONSTRUCTION CONTRACTS (SEP 2013)

52.229-1 STATE AND LOCAL TAXES (APR 1984)

52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2017)

52.223-13 ACQUISITION OF EPEAT - REGISTERED IMAGING EQUIPMENT (JUN 2014)

52.223-14 ACQUISITION OF EPEAT® - REGISTERED TELEVISIONS (JUN 2014)

52.223-16 ACQUISITION OF EPEAT® - REGISTERED PERSONAL COMPUTER PRODUCTS (OCT

2015)

552.238-115 SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER-LEVEL

MATERIALS (MAY 2019) – Not Applicable

552.238-107 TRAFFIC RELEASE (SUPPLIES) (MAY 2019)

552.238-73 IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING

ACCESSIBILITY FOR THE HANDICAPPED (MAY 2019) – Not Applicable

552.238-86 DELIVERY SCHEDULE (MAY 2019) – Not Applicable

552.238-89 DELIVERIES TO THE U.S. POSTAL SERVICE (MAY 2019) – Not Applicable

552.238-90 CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2019) – Not Applicable

552.238-91 MARKING AND DOCUMENTATION REQUIREMENTS FOR SHIPPING (MAY 2019)

552.238-92 VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAY 2019) – Not Applicable

552.238-93 ORDER ACKNOWLEDGMENT (MAY 2019)

552.238-94 ACCELERATED DELIVERY REQUIREMENTS (MAY 2019)