MAS - Hottinger Bruel & Kjaer Solutions LLC - 47QTCA20D00D6

AUTHORIZED FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY

SCHEDULE PRICELIST GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES

SIN 511210 – PERPETUAL SOFTWARE LICENSE

SIN 54151 – MAINTENANCE OF SOFTWARE AS A SERVICE

SIN 54151S - INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

Note 1: 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.

Note 2: Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents.

Contract Number: GS-35F-XXXX

Period Covered by Contract: 1 April 2020 through 31 March 2021

General Services Administration, Federal Supply Service, Pricelist current, effective 23 October 2019

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! By accessing the Federal Supply Services’ Home Page via the Internet at http://www.fss.gsa.gov/

HBM nCode Federal LLC dba nCode

100 Research Blvd – Suite 216

Starkville, MS 39759

(662) 251-2722 http://www.fss.gsa.gov/ http://www.imri.com/

Table of Contents

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

1. DELIVERY SCHEDULE

(a) TIME OF DELIVERY:

(b) URGENT REQUIREMENTS:

2. DISCOUNTS:

(a) Prompt Payment: No additional discount

(b) Quantity: No additional discount

(c) Dollar Volume: 5.0% for SIN 511210, 54151, 5 and4151S

(d) Government Educational Institutions: No additional discount customers

(e) Other None

3. SMALL REQUIREMENTS:

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

(b) The Maximum Order Value for the following Special Item Numbers (SINs) is $100,000

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

4. FEDERAL IT/TELECOMMUNICATION STANDARDS R EQUIREMENTS:

(a) Security Clearances:

(b) Travel:

(c) Certifications, Licenses and Accreditations:

(d) Insurance:

(e) Personnel:

(f) Organizational Conflicts of Interest:

(g) Documentation/Standards:

(h) Data/Deliverable Requirements:

(i) Government-Furnished Property:

(j) Availability of Funds:

5. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

TERMS & CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY SOFTWARE LICENSES (SIN

511210) & MAINTENANCE (SIN 54151) OF INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE (511210)

2. GUARANTEE/WARRANTY (511210)

(a) Standard Warranty

(b) Disclaimer

(c) Limitation of Liability

3. TECHNICAL SERVICES (54151)

4. SOFTWARE MAINTENANCE (54151)

(a) Prior Payment:

(b) Support:

(c) Upgrades:

(d) Hotline Support

(e) Exclusions:

(f) Invoices:

5. PERIODS OF MAINTENANCE (54151)

(a) Discontinuance

(b) Annual Funding

(c) Cross-Year Funding Within Contract Period

(d) Ordering Activities:

6. UTILIZATION LIMITATIONS (511210/54151)

(a) Ownership:

(b) License Application:

(c) Third Party Usage:

(d) Usage:

(e) Commercial Computer Software

7. SOFTWARE CONVERSIONS (511210)

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY (511210)

9. RIGHT-TO-COPY PRICING (511210)

TERMS & CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY PROFESSIONAL SERVICES (SIN 54151S)

1. SCOPE

(a) Exclusivity:

(b) Location:

2. PERFORMANCE INCENTIVES

(a) Conditions:

(b) Maximum Incentive:

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List of Tables

(c) Basis:

3. ORDER

(a) Order Types:

(b) Task Orders:

(c) Ordering Activities:

(d) Blanket Purchase Agreements (BPAs)

4. PERFORMANCE OF SERVICE

(a) Date:

(b) Working Hours:

(c) Satisfactory Completion:

(d) Travel:

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

(a) Cancelation/Termination:

(b) Equitable Adjustment:

(c) Termination for Convenience:

(d) Termination by Default:

6. INSPECTION OF SERVICES

7. RESPONSIBILITIES OF THE CONTRACTOR

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

9. INDEPENDENT CONTRACTOR

10. ORGANIZATIONAL CONFLICTS OF INTEREST

11. INVOICES

12. PAYMENTS

13. RESUMES

14. INCIDENTAL SUPPORT COSTS

15. APPROVAL OF SUBCONTRACTS

16. DESCRIPTION OF IT SERVICES AND PRICING

Table 1: Software Products Prices List (511210))

Table 2: Software Maintenance Products Price List (54151)

Table 3: IT Professional Services Labor Category Descriptions/Minimum Experience/Minimum Education

Table 4: Information Technology Professional Services Price List

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INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL

SPECIAL ITEM NUMBERS

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

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! online shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage! and the Federal Supply Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

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

GEOGRAPHIC SCOPE OF CONTRACT: Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

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

Offerors are requested to check one of the following boxes:

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

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

CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

Contractor’s Ordering Address:

HBM nCode Federal LLC 100 Research Blvd, Suite 216 S t a r k v i l l e , M S 3 9 7 5 9

(662) 251-3722 Contractor’s Payment Address:

Attn: Kim Tollison HBM nCode Federal, LLC P.O. Box 25352 Network Place Chicago IL 60673-1253 United States EFT or ACH Payments To:

JP Morgan Chase 1 Chase Plaza Chicago, IL 60606

ABA # 071000013

Account # 921257655

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

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The following telephone number(s) can be used by ordering activities for ordering assistance: (662)251-

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.

STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279:

Block 9: Kind Of Contract Action: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System Number: 963999532 Block 30: Type of Contractor: C. Large Business CAGE Code: 64UW2 Contractor registered with SAM.gov Yes.

FOB DESTINATION

1. DELIVERY SCHEDULE

(a) TIME OF DELIVERY:

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

SPECIAL ITEM

NUMBER

DELIVERY TIME (Days ARO)

511210 As negotiated between the contractor and the ordering agency

54151 As negotiated between the contractor and the ordering agency

54151S As negotiated between the contractor and the ordering agency

(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.

2. DISCOUNTS:

(a) Prompt Payment: No additional discount

(b) Quantity: No additional discount

(c) Dollar Volume: 5.0% for SIN 511210, 54151, 5 and4151S

(d) Government Educational Institutions: No additional discount customers.

(e) Other None

TRADE AGREEMENTS ACT OF 1979, as amended:

All items are U.S. made end products or designated country end products as defined in the Trade Agreements Act of March 2009, as amended.

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STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

Not Applicable

3. SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $1000.

MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

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

• Special Item Number 511210 Information Technology Software Licenses

(b) The Maximum Order Value for the following Special Item Numbers (SINs) is $100,000

• Special Item Number 54151 Information Technology Software Maintrenance

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

• Special Item Number 54151S Information Technology Professional Services

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.

4. FEDERAL IT/TELECOMMUNICATION STANDARDS R EQUIREMENTS:

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.

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 HBM nCode Federal LLC, 100 Research Blvd - Suite 216, Starkville, MS 39759.

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 Supply 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 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.

CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)

(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

20200630v16 100 Research Blvd, Suite 216, Starkville, MS 39759 * 949 215-8889 7 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. The Industrial Funding Fee does NOT apply to travel and per diem charges.

NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regards to this contract.

(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.

5. 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

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FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1.)

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 web browser. The Internet address is http://www.fss.gsa.gov/.

PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, non-contract items, non-schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. 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.

CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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

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

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

(b) The above is not intended to encompass items not currently covered by the GSA Schedule contract.

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

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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:

None

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.

BLANKET PURCHASE AGREEMENTS (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).

CONTRACTOR TEAM ARRANGEMENTS

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.

INSTALLATION, DE-INSTALLATION, RE-INSTALLATION

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

SECTION 508 COMPLIANCE.

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at www.imri.com The EIT standard can be found at: www.Section508.gov/.

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:

http://www.imri.com/ http://www.section508.gov/

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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.

INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

(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.

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.

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/

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TERMS & CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY

SOFTWARE LICENSES (SIN 511210) & MAINTENANCE (SIN 54151) OF

INFORMATION TECHNOLOGY SOFTWARE

DEFINITIONS:

“Delivery Order” means Customer’s written delivery order for Licensed Products and/or Services. Delivery Orders are subject to the terms of this contract.

“Error” means any failure by the Licensed Products to conform substantially to the Documentation provided that Customer informs HBM nCode Federal of such failure in writing and HBM nCode Federal can reasonably replicate it.

“License” means the non-exclusive, non-transferable, non-assignable right to use the Licensed Products subject to the terms and conditions of this contract.

“Licensed Product(s)” means the computer software products specified in the Ordering Activity’s Delivery Order, for use on then supported hardware platforms/operating systems, including Documentation and any updates. Error corrections and/or New Releases provided to Customer by HBM nCode Federal.

Scale factors for licensing arrangements consist of the following:

“LAN”: Local Area Network Country Network: Literally one country, defined by national borders Regional Network: Americas OR Europe OR Asia Pacific Global Network: More than one region

1. INSPECTION/ACCEPTANCE (511210)

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

2. GUARANTEE/WARRANTY (511210)

(a) Standard Warranty

Unless specified otherwise in this contract, the Contractor’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

(1) HBM nCode Federal warrants that it is authorized to grant the License(s).

(2) HBM nCode Federal’s and its licensors’ entire liability and Customer’s exclusive remedy for any breach by HBM nCode Federal of the warranty shall be, at HBM nCode Federal’s sole discretion, either to replace the Licensed Product(s) or to use diligent efforts to repair Errors provided notice of the Error is received by HBM nCode Federal within 14 days of receipt of the goods by the Customer and Customer supplies such additional information regarding the Error as HBM nCode Federal may reasonably request. If such notice is not received by HBM nCode Federal within the said period of 14 days, the goods shall be deemed to have been accepted by the Customer.

(b) Disclaimer Except as specifically stated herein, HBM nCode Federal disclaims all warranties, whether express or implied, written or oral, including any warranty of merchantability or fitness for a particular purpose.

TERMS AND CONDITIONS

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(c) Limitation of Liability.

Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof.

3. TECHNICAL SERVICES (54151)

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number for the purpose of providing user assistance and guidance in the implementation of the software.

The technical support number is 1-866-GO-NCODE (1-866-466-2633) available from 8:00 a.m. to 5:00 pm Eastern Standard time. (Monday – Friday)

4. SOFTWARE MAINTENANCE (54151)

Software Maintenance shall include the following:

(a) Prior Payment:

Subject to prior payment in advance by the Customer of the Support Fees shown on the quotation and supporting purchase order or the Annually Renewable License Fee (as the case may be) the Company shall provide the following services on the following terms:

(b) Support:

Support for the Software and associated documentation and any updates the Customer is entitled to receive. HBM nCode Federal will provide any new version of the Software and one copy of each documentation update which may occur during a Contract Year. Additional copies of documentation updates will be charged for. All updates to the Software shall be installed by the Customer. By agreement, installation of updates to the Software may be carried out by HBM nCode Federal subject to a discretionary charge.

(c) Upgrades:

Upgrades will be provided to the current installed software product and platform on average once per calendar year. Upgrades are available to the installed product group only, identified on the license file, Licensed User Agreement schedule and the quotation and supporting purchase order.

(d) Hotline Support A Telephone (Hotline) Support Service to solve problems encountered by the Customer during the normal operation of the Software. This service will be provided to the Customer during normal working hours excluding Public and Bank Holidays and the Christmas to New Year period as appropriate to the office location. Any queries from the Customer under the Telephone Support Service shall be addressed to the following telephone number in the United States:

Southfield, Michigan 1-866-GO-NCODE (1-866-466-2633) or such other number as may be notified from time to time.

Rating Acknowledgement And Assignment

Issue Identification and Classification Begins

Resolution

Critical < 2 hours < 8 hours Bug Fix without further delay

Serious < 2 hours < 8 hours In Service Release

Medium < 2 hours < 8 hours Next General Release

Low < 2 hours < 8 hours Next General Release if possible

Goals for Support Service call response:

Critical - the problem must be corrected and made available for release without further delay High - the problem must be resolved and included in the next release, including general in-service releases.

Medium - the problem must be resolved for the next release, but an in-service release is not required.

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Low - the problem must be noted and will be resolved, resource permitting, but may not be resolved in the next release.

Closed - after careful investigation, it is found that the problem is not an error and that the software is working correctly. The justification for this must be noted.

(e) Exclusions:

Software maintenance service excludes the following:

(1) System analysis, programming, installation and training on additional computer software;

(2) Data file creation, data input, computer processing or any similar activities;

(3) Training of additional or new operators after the initial installation of any software module;

(4) Cost of the modem at the Customer's site and transmission charges for calls made to nCode;

(5) Any attempts made at modification to the Software or to the set up of the Operating System by the Customer or a third party.

(6) Any other software accessories attachments machines systems or other devices.

(f) Invoices:

Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324).

5. PERIODS OF MAINTENANCE (54151)

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

(a) Discontinuance Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

(b) Annual Funding.

When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.

(c) Cross-Year Funding Within Contract Period.

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

(d) Ordering Activities:

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

6. UTILIZATION LIMITATIONS (511210/54151)

Software acquisition is limited to commercial computer software defined in FAR Part 2.101

When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

20200630v16 100 Research Blvd, Suite 216, Starkville, MS 39759 * 949 215-8889 14

(a) Ownership:

Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.

(b) License Application:

Software licenses are by site and by ordering activity. Site usage is defined by whether the purchase was for a LAN, Country, Regional or Global Network. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(c) Third Party Usage:

Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(d) Usage:

The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(e) Commercial Computer Software "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7. SOFTWARE CONVERSIONS (511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license (5411210), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

20200630v16 100 Research Blvd, Suite 216, Starkville, MS 39759 * 949 215-8889 15

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY (511210)

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

9. RIGHT-TO-COPY PRICING (511210)

Not available.

VENDOR MANUFACTURER MFR PART # PRODUCT PRODUCT DESCRIPTION GSA w/ IFF

HBM nCode Federal HBM Prenscia GWP0640-STP GlyphWorks Standard Package $13,667.75

HBM nCode Federal HBM Prenscia GWP0640-FAP GlyphWorks Fatigue Package $28,345.26

HBM nCode Federal HBM Prenscia GWP0850-FPR GlyphWorks Fatigue Pro Package $40,500.74

HBM nCode Federal HBM Prenscia GW0850-BA GlyphWorks nCode Fundamentals $9,111.83

HBM nCode Federal HBM Prenscia GW0640-AT GlyphWorks Accelerated Testing $10,121.60

HBM nCode Federal HBM Prenscia GW0640-FA GlyphWorks Fatigue $10,121.60

HBM nCode Federal HBM Prenscia GW0640-FAE GlyphWorks Fatigue Editing $8,102.06

HBM nCode Federal HBM Prenscia GW0640-FR GlyphWorks

VibeSys Base $6,077.74

HBM nCode Federal HBM Prenscia GW0640-SI GlyphWorks Signal $6,077.74

HBM nCode Federal HBM Prenscia GW0741-AO GlyphWorks ASAM ODS $2,024.32

HBM nCode Federal HBM Prenscia GW0741-GPS GlyphWorks GPS Display $3,038.87

HBM nCode Federal HBM Prenscia GW0850-GB GlyphWorks GlyphBuilder $5,063.19

HBM nCode Federal HBM Prenscia GW0850-MD GlyphWorks Media Display $2,024.32

HBM nCode Federal HBM Prenscia GW1170-OT GlyphWorks Optimized Testing $8,102.06

HBM nCode Federal HBM Prenscia GW1611-DC GlyphWorks Data Cleaning $3,038.87

HBM nCode Federal HBM Prenscia GW1612-AM GlyphWorks ASAM MDF4 File Support $6,077.74

HBM nCode Federal HBM Prenscia GW1713-AV GlyphWorks Viewer Extensions $1,014.55

HBM nCode Federal HBM Prenscia DL1511-DL DesignLife DesignLife (incl. S-N) $13,160.47

HBM nCode Federal HBM Prenscia DL0640-EN DesignLife CAE Strain Life (E-N) Solver $7,087.51

HBM nCode Federal HBM Prenscia DL0640-DV DesignLife CAE Dang Van Solver $5,063.19

HBM nCode Federal HBM Prenscia DL0640-SW DesignLife CAE Spot Weld Solver $5,063.19

HBM nCode Federal HBM Prenscia DL0741-WE DesignLife CAE Seam Weld Solver $5,063.19

HBM nCode Federal HBM Prenscia DL1280-TM DesignLife CAE Thermo-Mechanical Fatigue $7,087.51

HBM nCode Federal HBM Prenscia DL1280-SF DesignLife CAE Short Fibre Composite Solver $5,063.19

HBM nCode Federal HBM Prenscia DL1280-AB DesignLife CAE Adhesive Bond $5,063.19

HBM nCode Federal HBM Prenscia DL1280-CS DesignLife CAE Composite Solver $5,063.19

HBM nCode Federal HBM Prenscia DL0741-VI DesignLife CAE Vibration Fatigue $8,102.06

HBM nCode Federal HBM Prenscia DL0640-LL DesignLife CAE Thread Option $5,063.19

HBM nCode Federal HBM Prenscia DL1280-ST DesignLife CAE 6-Thread Option $10,121.60

HBM nCode Federal HBM Prenscia DL1391-DP DesignLife CAE Distributed Processing $5,063.19

HBM nCode Federal HBM Prenscia DL1391-FS DesignLife CAE Safety Factor $5,063.19

HBM nCode Federal HBM Prenscia DL1511-MV DesignLife CAE Multi-Load Vibration $3,038.87

HBM nCode Federal HBM Prenscia DL1511-VL DesignLife CAE Virtual Load Generation $5,063.19

HBM nCode Federal HBM Prenscia DL1880-WL DesignLife WholeLife $10,121.60

HBM nCode Federal HBM Prenscia DLP0850-DLS DesignLife Starter Package $22,277.08

HBM nCode Federal HBM Prenscia DLP0850-DLP DesignLife Standard Package $28,345.26

Products Price Lis (511210)

20200630v16 100 Research Blvd, Suite 216, Starkville, MS 39759 * 949 215-8889 16

HBM nCode Federal HBM Prenscia DLP0850-PTW DesignLife Powertrain Package $28,345.26

HBM nCode Federal HBM Prenscia DLP0850-DLA DesignLife Virtual Shaker Table Package $33,413.23

HBM nCode Federal HBM Prenscia DLP0850-DLV DesignLife Vibration Package $26,320.94

HBM nCode Federal HBM Prenscia DLP0850-DLC DesignLife Auto Body/Chassis Package $36,447.32

HBM nCode Federal HBM Prenscia VBP1612-STP VibeSys Standard Package $13,667.75

HBM nCode Federal HBM Prenscia VBP1612-MOD VibeSys Modal Package $18,730.94

HBM nCode Federal HBM Prenscia VS1612-MA VibeSys Modal Analysis $8,102.06

HBM nCode Federal HBM Prenscia IF0851-WGA-P Automation Automation Workgroup Package $55,685.53

HBM nCode Federal HBM Prenscia IF0851-ENA-P Automation Automation Enterprise Package $158,193.62

HBM nCode Federal HBM Prenscia IF0851-RLD Automation Automation Enterprise RLD Package $237,926.92

HBM nCode Federal HBM Prenscia IF0851-WGA Automation Automation Workgroup Server $40,500.74

HBM nCode Federal HBM Prenscia IF0851-A2P Automation Additional Processing Queue

$20,247.98

HBM nCode Federal HBM Prenscia IF0851-AA1 Automation Additional Automation Analyst

$5,063.19

HBM nCode Federal HBM Prenscia IF0851-AUX Automation 5x Automation Viewer Licenses

$2,024.32

HBM nCode Federal HBM Prenscia IF0851-AA3 Automation 3x Automation Analyst Licenses

$15,184.79

HBM nCode Federal HBM Prenscia IF1061-FE1 Automation FE Data User Add-on Licenses (one

$2,024.32

HBM nCode Federal HBM Prenscia IF1061-FEP Automation FE Data Server Add-on (finite element

$5,063.19

HBM nCode Federal HBM Prenscia IF0851-E2P Automation Additional Processing Queue

$35,437.55

HBM nCode Federal HBM Prenscia IF0851-EA1 Automation Additional Automation Analyst

$8,858.19

HBM nCode Federal HBM Prenscia IF0851-EUV Automation 5x Automation Viewer Licenses

$3,546.15

HBM nCode Federal HBM Prenscia IF0851-EA3 Automation 3x Automation Analyst Licenses

$26,579.36

HBM nCode Federal HBM Prenscia IF0851-ENA Automation Automation Enterprise Server for

$131,619.04

HBM nCode Federal HBM Prenscia IF0851-GW3 Automation 3x GlyphWorks Standard (incl

$79,733.30

HBM nCode Federal HBM Prenscia IF0851-RL1 Automation Additional RLD Licenses (Automation

$35,437.55

HBM nCode Federal HBM Prenscia IF1061-EE1 Automation FE Data User Add-on Licenses (one

$3,546.15

HBM nCode Federal HBM Prenscia IF1061-EEP Automation FE Data Server Add-on (Enterprise) $8,858.19

Table 1: Software Products Prices List (511210))

VENDOR MANUFACTURER MFR PART # PRODUC

PRODUCT DESCRIPTION GSA w/ IFF

HBM nCode Federal HBM Prenscia GWP0640-STP-SWMC SWMC S/W Maintenance for Standard

$239.79

HBM nCode Federal HBM Prenscia GWP0640-FAP-SWMC SWMC S/W Maintenance for Fatigue Package $497.28

HBM nCode Federal HBM Prenscia GWP0850-FPR-SWMC SWMC S/W Maintenance for Fatigue Pro

$710.54

HBM nCode Federal HBM Prenscia GW0850-BA-SWMC SWMC S/W Maintenance for nCode

$159.86

HBM nCode Federal HBM Prenscia GW0640-AT-SWMC SWMC S/W Maintenance for Accelerated

$177.57

HBM nCode Federal HBM Prenscia GW0640-FA-SWMC SWMC S/W Maintenance for Fatigue $177.57

HBM nCode Federal HBM Prenscia GW0640-FAE-SWMC SWMC S/W Maintenance for Fatigue Editing $142.14

HBM nCode Federal HBM Prenscia GW0640-FR-SWMC SWMC S/W Maintenance for VibeSys Base $106.62

HBM nCode Federal HBM Prenscia GW0640-SI-SWMC SWMC S/W Maintenance for Signal $106.62

HBM nCode Federal HBM Prenscia GW0741-AO-SWMC SWMC S/W Maintenance for ASAM ODS $35.51

HBM nCode Federal HBM Prenscia GW0741-GPS-SWMC SWMC S/W Maintenance for GPS Display $53.32

HBM nCode Federal HBM Prenscia GW0850-GB-SWMC SWMC S/W Maintenance for GlyphBuilder $88.83

HBM nCode Federal HBM Prenscia GW0850-MD-SWMC SWMC S/W Maintenance for Media Display $35.51

HBM nCode Federal HBM Prenscia GW1170-OT-SWMC SWMC S/W Maintenance for Optimized

$142.14

Products Price Lis (54151)

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HBM nCode Federal HBM Prenscia GW1611-DC-SWMC SWMC S/W Maintenance for Data Cleaning $53.32

HBM nCode Federal HBM Prenscia GW1612-AM-SWMC SWMC S/W Maintenance for ASAM MDF4

$106.62

HBM nCode Federal HBM Prenscia GW1713-AV-SWMC SWMC S/W Maintenance for Viewer

$17.80

HBM nCode Federal HBM Prenscia DL1511-DL-SWMC SWMC S/W Maintenance for DesignLife (incl.

$230.89

HBM nCode Federal HBM Prenscia DL0640-EN-SWMC SWMC S/W Maintenance for CAE Strain Life

$124.35

HBM nCode Federal HBM Prenscia DL0640-DV-SWMC SWMC S/W Maintenance for CAE Dang Van

$88.83

HBM nCode Federal HBM Prenscia DL0640-SW-SWMC SWMC S/W Maintenance for CAE Spot Weld

HBM nCode Federal HBM Prenscia DL0741-WE-SWMC SWMC S/W Maintenance for CAE Seam Weld

HBM nCode Federal HBM Prenscia DL1280-TM-SWMC SWMC S/W Maintenance for CAE Thermo-

$124.35

HBM nCode Federal HBM Prenscia DL1280-SF-SWMC SWMC S/W Maintenance for CAE Short Fibre

HBM nCode Federal HBM Prenscia DL1280-AB-SWMC SWMC S/W Maintenance for CAE Adhesive

HBM nCode Federal HBM Prenscia DL1280-CS-SWMC SWMC S/W Maintenance for CAE Composite

HBM nCode Federal HBM Prenscia DL0741-VI-SWMC SWMC S/W Maintenance for CAE Vibration

$142.14

HBM nCode Federal HBM Prenscia DL0640-LL-SWMC SWMC S/W Maintenance for CAE Thread

HBM nCode Federal HBM Prenscia DL1280-ST-SWMC SWMC S/W Maintenance for CAE 6-Thread

$177.57

HBM nCode Federal HBM Prenscia DL1391-DP-SWMC SWMC S/W Maintenance for CAE Distributed

HBM nCode Federal HBM Prenscia DL1391-FS-SWMC SWMC S/W Maintenance for CAE Safety

HBM nCode Federal HBM Prenscia DL1511-MV-SWMC SWMC S/W Maintenance for CAE Multi-Load

$53.32

HBM nCode Federal HBM Prenscia DL1511-VL-SWMC SWMC S/W Maintenance for CAE Virtual Load

HBM nCode Federal HBM Prenscia DL1880-WL-SWMC SWMC S/W Maintenance for WholeLife $177.57

HBM nCode Federal HBM Prenscia DLP0850-DLS-SWMC SWMC S/W Maintenance for Starter Package $390.83

HBM nCode Federal HBM Prenscia DLP0850-DLP-SWMC SWMC S/W Maintenance for Standard

$497.28

HBM nCode Federal HBM Prenscia DLP0850-PTW-SWMC SWMC S/W Maintenance for Powertrain

$497.28

HBM nCode Federal HBM Prenscia DLP0850-DLA-SWMC SWMC S/W Maintenance for Virtual Shaker

$586.19

HBM nCode Federal HBM Prenscia DLP0850-DLV-SWMC SWMC S/W Maintenance for Vibration

$461.77

HBM nCode Federal HBM Prenscia DLP0850-DLC-SWMC SWMC S/W Maintenance for Auto

$639.43

HBM nCode Federal HBM Prenscia VBP1612-STP-SWMC SWMC S/W Maintenance for Standard

$239.79

HBM nCode Federal HBM Prenscia VBP1612-MOD-SWMC SWMC S/W Maintenance for Modal Package $328.62

HBM nCode Federal HBM Prenscia VS1612-MA-SWMC SWMC S/W Maintenance for Modal Analysis $142.14

HBM nCode Federal HBM Prenscia IF0851-WGA-P-SWMC SWMC S/W Maintenance for Automation

$976.94

HBM nCode Federal HBM Prenscia IF0851-ENA-P-SWMC SWMC S/W Maintenance for Automation

$2,775.33

HBM nCode Federal HBM Prenscia IF0851-RLD-SWMC SWMC S/W Maintenance for Automation

$4,17…