MAS - T-Metrics, LLC - 47QTCA20D006Y

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Information Technology Schedule Pricelist General

Purpose Commercial Information Technology Equipment, Software and Services

SIN 511210: Perpetual Software Licenses

SIN 334111: Purchase of New Equipment

SIN 70-500: Order-Level Materials

Contract Number: 47QTCA20D006Y

Period Covered by Contract: March 5, 2020 – March 4, 2025

T-Metrics, Inc

4430 Stuart Andrew Blvd

Charlotte, NC 28217

704-525-5551 www.tmetrics.com

Pricelist current through Modification #PO-0003 dated July 23, 2020 http://www.tmetrics.com/

Table of Contents

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL

INFORMATION NEW TECHNOLOGY EQUIPMENT (SPECIAL ITEM NUMBER 334111)

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SIN 511210)………….8

PRODUCT AND PRICING INFORMATION…………………………….………………………………………….11

CUSTOMER INFORMATION

1a. Table of awarded Special Item number(s) with appropriate cross-reference to item descriptions and awarded prices.

SPECIAL ITEM NUMBER 334111 PURCHASING OF NEW ELECTRONIC EQUIPMENT

FSC/PSC Code: 7010

SPECIAL ITEM NUMBER 511210 - PERPETUAL SOFTWARE LICENSES

FSC/PSC Code: 7030 -

SPECIAL ITEM NUMBER 70-500 – ORDER LEVEL MATERIALS

1b. Identification of the lowest priced model number and lowest unit price for that model for each special Item

Number awarded in the contract.

Please see Page 11 for a list of pricing for products awarded.

2. Maximum Order: $500,000 per order

3. Minimum Order: $100

4. Geographic Coverage (Delivery Area): The Geographic Scope of Contract will be domestic delivery.

Domestic delivery is delivery within the 50 states, DC and US territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

5. Point(s) of Production: United States

6. Discount from list prices or statement of net price: Government Net prices (discounts already deducted).

7. Quantity Discounts: None offered

8. Prompt Payment Terms: Net 30 Days

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

T-Metrics agrees to accept the Government purchase card for purchases at or below the micro-purchase threshold.

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold.

T-Metrics agrees to accept Government purchase cards above the micro-purchase threshold up to $30,000 or as negotiated at the task order level.

10. Foreign items: Not Applicable

11a. Time of Delivery:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

334111 and 511210 30 Days

70-500 As Negotiated

11b. Expedited Delivery: Please contact T-Metrics for more information

11c. Overnight and 2-day Delivery: Please contact T-Metrics for more information

11d. Urgent Requirements: Please contact T-Metrics for more information

12. F.O.B. Point: Destination

13a. Ordering Address

T-Metrics Inc.

4430 Stuart Andrew Blvd

Charlotte, NC 28217

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

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

14. Payment Address

T-Metrics, Inc.

4430 Stuart Andrew Blvd Charlotte NC 28217

15. Warranty Provision: 90 Days

16. Export packing charges, if applicable: Not Applicable

17. Terms and Conditions of Government Purchase card acceptance: None

18. Terms and conditions of rental, maintenance and repair: Not Applicable

19. Terms and conditions of installation: Not Applicable

20. Terms and conditions for any other services: Not Applicable

21. List of service and distribution points: Not Applicable

22. List of Participating dealers: Not Applicable

23. Preventive Maintenance: Not Applicable

24a. Special attributes such as environmental attributes: Not Applicable

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

Technology (EIT) supplies and services and show where full detail can be found. The EIT standards can be found at www.Section508.gov/.

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) http://www.section508.gov/

Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all IT hardware/software/services are 508 compliant: Yes __X_____ No _______

25. Data Universal Number System (DUNS) number: 62-335-1525

26. T-Metrics is registered in System for Award Management (SAM) database.

Information Technology Category Instructions and Regulations

Terms and Conditions for all IT Contractors 1) Organizational Conflicts Of Interest

a) Definitions.

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

ii) "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.

iii) 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

2) 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.

3) Travel.

a) 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.

4) 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.

Product and Pricing Information

Part Number Product Description GSA Price

Country of

Origin

TM-SIP-ACD-8p-XXX

SIP ports in 8-port increments. SMB and

Enterprise SIP systems require 1 additional server (physical or virtual) for every 48 ports.

$ 7,707.81 US

TM-ACD-TAP

Agent TAP HW, SW, Recording Archiving

SW and cables

$ 256.93 US

TM-ACD-Supervisor-HASP Supervisory Listen & View HASP® key $ 856.42 US

TM-ACD-Plat-Upgrade-SMB

Express to SMB Upgrade; Requires 1 additional server (physical or virtual) for Event

Server SW and Controller SW and T-Metrics

Professional Services/T&E

$ 4,282.12 US

TM-ACD-Port-TDM-TO-SIP-

Changeout

Discounted TDM to SIP port interface change-out per 8 ports; replaced TDM port hardware must be returned. Requires T-Metrics

Professional Services/T&E

$ 3,853.90 US

TM-ACD-RASM-XXX

RASM monitors agent state on a remote switch. Includes TM-ACD-Server

$ 7,707.81 US

TM-ACD-Server

Hardware Server cost—PC with rails, triple redundant hot swappable power supply, RAID

1 with hot spare

$ 5,652.39 US

TM-ACD-Menu Menu Design-minimum of 1 per skillset & per menu level

$ 428.21 US

TM-ACD-CUSTOM-HW/SW

Custom T-Metrics ACD application (hardware and/or software items) in units

$ 85.64 US

TM-COAS-SIP-Console

COAS SIP PC Console includes software, USB headset, Call Recording Archiving

Software, LAN (WAN) Software, and cabling

$ 2,355.16 US

TM-MSAC-Con-TM-ESS-12

Includes all required hardware (excluding PC), on-site installation and training, importing of database, design of system automation, and

LAN replication software.

$ 1682.87 US

TM-Sup/V-Con-TM-ESS-12 This is a self installed system. $ 642.32 US

T-Metrics ACD Software Subscription

Service (SSS) Renewal

TM-ACD-EXSSS-Ren

Renewal of Extended-Hours Software

Subscription Service (SSS) in units: The pricing of the SSS is based on 15% of the total cost of the end-user's installed ACD system

$ 85.64 US

T-Metrics COAS Software Subscription

Service (SSS) Renewal

TM-COAS-EXSSS-Ren

Renewal of Extended-Hours Software

Subscription Service (SSS) in units: The pricing of the SSS is based on 15% of the total cost of the end-user's installed COAS System

$ 85.64 US

END USER LICENSE AGREEMENT

ALL T-Metrics Inc. ("T-METRICS") SOFTWARE IS SUBJECT TO

THESE TERMS AND CONDITIONS

This sets forth the terms and conditions relating to the licensing by

T-Metrics Inc. (“T-METRICS”) of the Software.

1. “Order” means a purchase order issued by Licensee to T-METRICS or a T-METRICS authorized reseller that is accepted by T-METRICS. “Documentation” means that documentation that is generally provided to Licensee by T-METRICS with the Software, as revised by

T-METRICS from time to time, and which may include end user manuals, operation instructions, installation guides, and release notes regarding the use of the Software. “Software Subscription

Service Fee” means recurring maintenance fee for any generally released updates, patches, bug fixes, and support services. "Line" means a telephone line capable of carrying no more than one phone communication at once. “Server” means a single telephony-enabled application/database server of Licensee. "Software" means all computer programs (other than Third Party Software) specified in this Agreement, the Order, and related Documentation which T-METRICS makes generally available to similar Licensees. “Station” means a single analog, digital or IP telephone handset without a corresponding Workstation. "Third Party Software" means any software not owned by T-METRICS, even if Licensee may have acquired copies through T-METRICS.

"Workstation" means a single desktop computer of Licensee. “Hardware Key” is any hardware that will be required/purchased in order to use the software. Hardware Keys will not determine if the software can be used after the end of the Software License. Hardware Keys includes but is not limited to: T-METRICS issued hardware and HASP Keys. “License Type” means the type of

License applicable to the Software as follows:

(a) A “Server License” comprises the right to: (i) create a single instance of a Server application/database on a T-METRICS provided Server; and (ii) use and access the Server database and software using only the number and type of authorized Workstation licenses and Port Licenses specified in the respective Order.

(b) A “Workstation License” comprises the right to install and use the specified

Client Software on the number of Workstations specified by the Order for the particular type of Software.

(c) A “Port License” comprises the right to connect to the Server the number of

Lines specified in the respective Order.

(d) A “Station License” comprises the right to physically connect to the Server the number of desktop telephone devices specified in the Order.

2. T-METRICS herby grants Licensee a perpetual, royalty-free, non-exclusive, non-transferable license to install use and operate the Software for its internal business purposes, in executable code form only, within the country of the Licensee identified in this Agreement in accordance with (a) the License Type for which Licensee have paid T-METRICS or a

T-METRICS authorized reseller the applicable fees; (b) the terms and conditions of this

Agreement. The License to the Software is limited to the quantities specified in each applicable

Order.

3. Provided that Licensee pays the Software Subscription Service Fee to T-METRICS or a T-METRICS authorized reseller, T-METRICS agrees to provide Software Subscription

Service to Licensee in accordance with (a) T-METRICS Documentation; (b) the terms and conditions of this Agreement. Software Subscription Service will be provided for a period of one (1) year, unless otherwise agreed to by the parties in writing, from the date of installation of the Software (the “Initial Term”). For the Initial Term, Licensee shall be entitled to receive Software updates, patches, bug fixes, and support services T-METRICS may make generally available to its other Licensees under Software Subscription Service. Licensee may, subject to this Agreement, renew Software Subscription Service in writing and by paying

T-METRICS or a T-METRICS authorized reseller then current full Software Subscription

Service Fee. If Licensee fails to renew annual Software Subscription Service, Licensee will not be entitled to Software updates, patches, bug fixes, or support services. Since updated

Software releases are cumulative, each new release is useful only if Licensee has obtained and installed all prior releases of the Software.

4. Licensee agrees that the Software is protected by trade secret, copyright, and other proprietary rights, and that title and ownership to the Software remains in T-METRICS.

T-METRICS reserves all rights not expressly granted herein, and the Software may not be used beyond the scope of the License expressly granted hereby. The Software shall be used only by Licensee, and the License granted hereunder does not include the right to sublicense;

other than to any current or future employee of Licensee together with its agents, subcontractors and other users associated with Licensee and its affiliates who shall require access to or use the Software in connection with the business of Licensee. Licensee shall keep the Software confidential. Licensee may not alter, modify or adapt the Software or any part thereof. Licensee may not translate, reverse engineer, de-compile, disassemble, or create derivative works of the Software or any part thereof. Licensee may not remove or modify any proprietary markings or restrictive legends placed on the Software.

5. T-METRICS warrants to Licensee that the Software will substantially conform to

T-METRICS’ standard user documentation provided to Licensee as of the Effective Date, for the

Software for a period of one (1) year after the Effective Date of this Agreement; Additional years may be obtained by the continuations of the Software Subscription Service provided by

T-METRICS or a T-METRICS authorized reseller. T-METRICS shall not be liable for Third Party

Software or hardware. T-METRICS does not warrant that use of the Software will be uninterrupted or error free, that all defects in the Software will be corrected, or that the Software is free of bugs or errors, will meet Licensee’s needs, or will operate in the combinations which may be selected by Licensee.

LICENSEE'S EXCLUSIVE REMEDY WITH RESPECT TO BREACH OF THIS

WARRANTY SHALL BE TO RECEIVE REPLACEMENT (AND ANY SUCH

REPLACEMENT WILL BE SIMILAR (OR GREATER) IN FORM AND

FUNCTIONALITY TO THAT WHICH WAS ORIGINALLY PURCHASED BY

LICENSEE), OF NON-CONFORMING SOFTWARE WITH CONFORMING

SOFTWARE. IF T-METRICS DOES NOT REPLACE THE NON-CONFORMING

SOFTWARE, LICENSEE MAY TERMINATE ITS LICENSE TO THE NON-

CONFORMING SOFTWARE WITHIN THE ONE (1) YEAR WARRANTY PERIOD BY

RETURNING ALL COPIES OF THE NON-CONFORMING SOFTWARE, PURGING

ALL COPIES THEREOF FROM LICENSEE’S COMPUTER SYSTEMS, AND

SUPPLYING TO T-METRICS AN AFFIDAVIT CONFIRMING THAT THESE

ACTIONS HAVE BEEN COMPLETED. UPON SUCH TERMINATION, LICENSEE

SHALL RECEIVE A PRO RATA REFUND OF THE LICENSE FEE(S) IT PAID FOR

THE NON-CONFORMING SOFTWARE BASED ON A THIRTY-SIX (36) MONTH

AMORTIZATION.

6. T-METRICS shall have no liability or responsibility for problems with the Software caused by misuse, improper installation, alteration or modification by Licensee, except wherein such modifications are made at T-METRICS’ direction, or for problems arising out of the malfunction of Licensee's equipment or other software not supplied by T-METRICS.

Licensee acknowledges that the Software may include features limiting its operability beyond the scope of the license, and T-METRICS shall be entitled to use self-help, including electronic means, to prevent use of the Software beyond its licensed scope. This clause 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 Information).

7. TO THE FULLEST EXTENT ALLOWED BY LAW, AND EXCEPT FOR THE

WARRANTIES EXPRESSLY STATED HEREIN, THIS SOFTWARE IS PROVIDED “AS

IS”, AND T-METRICS DISCLAIMS ALL OTHER WARRANTIES, TERMS OR

CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF

LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR

CONDITIONS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, AND SATISFACTORY QUALITY.

8. T-METRICS SHALL NOT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL,

SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY

CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR: LOSS OF

BUSINESS OR GOOD WILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA,

LOSS OF REVENUE OR PROFIT, OR COMPUTER FAILURE, OR PHONE/

TELECOMMUNICATIONS CHARGES RESULTING FROM UNAUTHORIZED ACCESS TO

LICENSEE’S COMPUTERS, TELEPHONE EQUIPMENT OR LINES, OR OTHER

FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION,

MAINTENANCE, USE, PERFORMANCE OR FAILURE OF THE SOFTWARE,

REGARDLESS OF THE LEGAL THEORY ASSERTED, PRODUCT LIABILITY, OR

OTHERWISE, AND EVEN IF T-METRICS HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE

FAILED OF ITS ESSENTIAL PURPOSE T-METRICS' LIABILITY TO LICENSEE,

REGARDLESS OF THE LEGAL THEORY OF ANY CLAIM, SHALL NOT EXCEED THE

LICENSE FEE(S) FOR THE SOFTWARE. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from T-Metrics’ negligence; (2) for fraud; (3) for any other matter for which liability cannot be excluded by law or (4) express remedies provided under any FAR, GSAR or Schedule 70 solicitation clauses incorporated into the GSA Schedule 70 contract.

9. During the Initial Term or any renewal of Software Subscription Service, if (a) any portion of the Software is found to infringe any third party intellectual property rights, then with respect to

Software for which Licensee has paid, T-METRICS will, at its expense and option: (i) obtain the right for Licensee to continue to use the Software consistent with this Agreement; (ii) modify the

Software so that it is non-infringing; (iii) replace the infringing component with a non-infringing component; or (iv) accept the return of the Software and refund a pro-rated portion of the license fee paid for the infringing Software, based on a five (5) year product life.

10. When the licensee is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes

Clause (Contract Disputes Act). During any dispute under the Disputes Clause, the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the

Contracting Officer. Upon termination of this Agreement or a license to specific Software, Licensee may continue use of Software, but T-METRICS or its authorized Reseller will no longer be responsible for the support or bug fixes of the Software or hardware initial supplied by T-

METRICS or its authorized Reseller. All obligations to keep the Software confidential and to pay amounts owing as of the termination date survive termination.

11. Licensee shall not assign this Agreement or any license hereunder, without the express written consent of T-METRICS. Provided, however, that Licensee, in accordance with FAR

42.1204, may assign this Agreement and the license to the Software in conjunction with the transfer of substantially all of Licensee’s business (or assets pertaining thereto) to which this

Agreement relates. Any other attempt to sublicense, assign or transfer this Software license shall be void.

12. This software is Commercial Computer Software under Federal Government Acquisition

Regulations and agency supplements to them. The Software is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. The Use, Duplication or Disclosure by the government is subject to restrictions as set forth in subdivision (c)(ii) of the Rights in Technical Data and Computer Software clause at

DFARS 252.227-7013 and FAR 52.227-19(c).

13. This Agreement together with the underlying GSA Schedule Contract, the Schedule Price

List and any applicable GSA Customer Purchase Orders constitutes the entire understanding between the parties with respect to the Software. This Agreement, however shall not take precedence over the terms of the underlying GSA Schedule Contract or any specific, negotiated terms on the GSA Customer’s Purchase Order. There are no representations, promises, warranties or understandings relied upon by Licensee which is not contained herein. This Agreement shall be governed by United States Federal law.

14. "Indemnification. T-METRICS shall hold Licensee free and harmless from all damages, liabilities, claims, lawsuits, judgments, obligations, costs and expenses including reasonable attorneys’ fees; arising out of any claim that the Software licensed hereunder infringe any U.S.

patent, copyright, trademark, service mark, trade secret, or other intellectual property right of any third party. To the extent permitted by 28 U.S.C. 516, Licensee shall give T-METRICS prompt written notice if it learns of any such claim, action or proceeding and will cooperate with

T-METRICS to facilitate the defense, settlement and satisfaction thereof (provided that any delay in notification by Licensee will not relieve T-METRICS of its obligations hereunder except to the extent that the delay impairs its ability to defend). To the extent permitted by 28 U.S.C. 516, T-METRICS shall be entitled to control the defense or settlement of such claim, provided that: (a)

T-METRICS shall permit Licensee to participate in the defense and settlement of any such claim, at its own expense, with counsel of its choosing; and (b) T-METRICS shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Licensee or which would otherwise adversely affects Licensee without Licensee’s prior written consent, such consent not to be unreasonably withheld or delayed.

With regard to T-METRICS' indemnification obligations, the foregoing does not apply with respect to: (x) Software that is modified after delivery by Licensee unless at T-METRICS' direction; (y) Software that Licensee combines with other products, processes or materials where the alleged infringement relates solely to such combination and if such infringement would have been avoided but for the combination of such other products, processes or materials; or (z) where

Licensee’s use of the Software is not strictly in accordance with this Agreement."