MAS - Ventraq Corp - 47QTCA21D00DK

Document data is subject to the restrictions on the title page of this document GSA General Terms and Conditions – All Page 1 Ser.: NEHXCUS3PUPP‐11‐2021

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 GSA Advantage!® is: GSAAdvantage.gov

Schedule Title: Multiple Award Schedule

FSC Group, Part, and Section or Standard Industrial Group (as applicable):

Information Technology Category

FSC Class(es)/Product code(s) and/or Service Codes (as applicable) Contract number:

47QTCA21D00DK

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

Contract Period: August 13, 2021 through August 12, 2026

Contractor's name, address, and phone number (include toll‐free WATS number and FAX number, if applicable):

Ventraq Corporation

9707 Key West Ave, Ste 202, Rockville, MD 20850

Phone: (301) 721‐3010

Fax: (301) 721‐3001

Toll Free: (800) 980‐5566

Contractor’s internet address/web site where schedule information can be found (as applicable):

www.NetPlusTMS.com

Business Size: Small

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CUSTOMER INFORMATION:

1a. Table of awarded special item number(s) with appropriate cross reference to item descriptions and awarded price(s).

A table of awarded special item numbers with appropriate cross reference to item descriptions and awarded prices has been provided at the end of this document.

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

SIN 54151S

Part Number: Technical Training Instructor II

GSA Price: $110 Per Hour

Description Technical Training Instructor II

SIN 511210

Part Number: NPMDMGA15000T

GSA Price: $51.49 EA

Description: NetPlus Mobile Device Management Gateway, Additional 15,000 Devices, Single Server, 1 Year Term License

SIN 54151

Part Number: NMMDMG01500

GSA Price: $42.32 EA

Description: NetPlus Mobile Device Management Gateway, <1,500 Devices, Single

Server, Perpetual License Annual Maintenance

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item.

Commercial Job Title: Program Manager

Functional Responsibility: Develop overall work plans, schedules, evaluation criteria, and assist in utilizing resources in the most effective and efficient manner; confer with personnel in feasibility studies, systems, planning equipment scheduling, and activities as assigned. Enforce established applications programming, and documentation; review the work effectiveness, task effectiveness and compatibility with other projects in related areas; supervise the preparation

GSA General Terms and Conditions – All Page 3 Ser.: NEHXCUS3PUPP‐11‐2021 and administration of the budget for assigned areas of responsibility; participate in the preparation of the budget; develop, review, and enforce policies, practices and standards, including programming and documentation standards; review technical training needs for subordinate staff, plan activities implement training courses as appropriate and assure attendance by appropriate staff as required; maintain liaison with management and government personnel; communicate, coordinate, and cooperate with staff members to assure that the Network and Information Services is operating at maximum efficiency; supervise and participate in the selection, training, and evaluation of staff members; perform related duties as assigned.

Experience: 10 years

Education: Bachelor’s Degree

Commercial Job Title: Technical Support Manager

Functional Responsibility: Leads the support team in providing excellent technical support to customers. Contributes to the development and implementation of systems methods, procedures, and standards necessary to maintain the integrity, reliability, and maintainability of systems. Apply structured methodology to the planning, oversight, and status communication of a project with an understanding of object oriented technologies for project management.

Proficient with the principles of risk assessment and requirements specification. Understanding of requirements from clients and how to identify project risks. Familiarity with techniques used in each stage of development and Understanding how decision made at each stage affect the life cycle of the project. Perform quality assurance function. Assists other staff members in the development of project plans, specifications and in the monitoring of progress. Works with minimal management supervision.

Experience: 6 years

Education: Bachelor’s Degree

Commercial Job Title: Project Manager

Functional Responsibility: Develop overall work plans, schedules, evaluation criteria, and assist in utilizing resources in the most effective and efficient manner; confer with personnel in feasibility studies, systems, planning equipment scheduling, and activities as assigned. Enforce established applications programming, and documentation; review the work effectiveness, task effectiveness and compatibility with other projects in related areas; supervise the preparation and administration of the budget for assigned areas of responsibility; participate in the preparation of the budget; develop, review, and enforce policies, practices and standards, including programming and documentation standards; review technical training needs for subordinate staff, plan activities implement training courses as appropriate and assure attendance by appropriate staff as required; maintain liaison with management and government personnel; communicate, coordinate, and cooperate with staff members to assure

GSA General Terms and Conditions – All Page 4 Ser.: NEHXCUS3PUPP‐11‐2021 that the Network and Information Services is operating at maximum efficiency; supervise and participate in the selection, training, and evaluation of staff members; perform related duties as assigned.

Experience: 2 years

Education: Bachelor’s Degree

Commercial Job Title: Senior Technical Training Instructor

Functional Responsibility: Develop course curriculum, course content, training plans, evaluation methodologies and student evaluations. Develop user training materials, schedules and customer specific training plans. Research web‐hosting platforms and negotiate best value e‐

Learning web‐hosting with vendors. Ability to manage and mentor junior training instructors and develop annual performance goals.

Experience: 10 years

Education: Bachelor’s Degree

Commercial Job Title: Software Applications Engineer/Programmer III

Functional Responsibility: Requires specialized subject matter expertise in the principles and techniques of systems design, programming, and project management as well as extensive, directly related and progressive experience. Knowledge is applied to research and evaluation involving innovative solutions and alternatives. Make decisions of critical consequence impacting administration and management of major, broad organizational services and long range goals. Has first level supervisory responsibility for managing several project teams/units with subordinate professional supervisors. Most frequently meets with administrators, directors and administrative staff or functional and programmatic subject area specialist to plan and direct activities, implement decisions, justify or defend decisions and negotiate or settle significant and/or controversial issues.

Experience: 6 years

Education: Bachelor’s Degree

Commercial Job Title: Technical Support Engineer III

Functional Responsibility: Maintains system availability to users through daily monitoring;

provides technical, functional and operational support to users in the implementation and use of software applications; provide application guidance, parameters and specifications to consultants in developing customized reports necessary to meet business needs including identifying data sources and structures; develops and provides set up specifications and parameters in the development of interfaces and other automated processes; develops specifications for system modifications, corrections and testing of these system changes prior to implementation; coordinates the installation of new modules, tools, etc.; provides training to

GSA General Terms and Conditions – All Page 5 Ser.: NEHXCUS3PUPP‐11‐2021 new users as well as follow up training and assistance; confers with users regarding current and prospective system changes and future needs; plans, organizes, controls, and maintains the scheduling of reports, interfaces, project logs and records, problem logs, and progress of projects in relations to established time schedules and work outlines; attends and conducts system planning, status, and functional meetings; writes SQL programs to extract data for ad hoe and scheduled reports; serves as technical liaison with outside consultants and technical support staff , performs system and database administration including backup and restore procedures; analyzes and corrects database growth and performance issues; works with NOS to complete required tasks for maintaining related computer hardware and software; provides security administration in adding and removing users, resolving access problems and determining level of system access; performs related duties as assigned.

Experience: 4 years

Education: Bachelor’s Degree

Commercial Job Title: Quality Assurance Technician III

Functional Responsibility: Position is responsible for quality assurance of software and testing of software systems. This person develops and conducts acceptance tests for installations of software, verifies software meets requirements, participates in design and code inspections, performs end to end system testing, analyze test logs, create test reports, develops test scripts.

Additional duties may include software upgrades, new on‐site hardware/software installations, and worked in Customer Support responding to day‐to‐day customer inquiries/problems.

Experience: 2 years

Education: Bachelor’s Degree

Commercial Job Title: Software Applications Engineer/Programmer II

Functional Responsibility: Requires specialized subject matter expertise in operating systems and related system software for computers in a large multi user environment; The characteristics, capabilities, and uses of operating system components and related vendor supplies and software packages; Software systems including coding and assembly level, procedural and non‐procedural, and job control languages; Operating systems and database systems, and teleprocessing systems; As well as extensive directly related and progressive experience; Knowledge is applied to research and evaluation significant impact or consequence involving highly specialized and technical areas impacting recommendations and development of new policies, procedures and services.

Experience: 4 years

Education: Bachelor’s Degree

Commercial Job Title: Technical Support Engineer II

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Functional Responsibility: Under the supervision of a Task Manager or Project Manager provide help desk activity for purposes of resolving end users hardware and software problem through telephone assistance for installation and configuration of personal computer hardware and peripherals, network client software and application software.

Experience: 3 years

Education: Associates Degree

Commercial Job Title: Technical Training Instructor II

Functional Responsibility: Conduct online and classroom training at customer sites. Assist in the develop course curriculum, course content, training plans, evaluation methodologies and student evaluations. Assist in the development of user training materials, schedules and customer specific training plans.

Experience: 6 years

Education: Bachelor’s Degree

2. Maximum order.

N/A

3. Minimum order.

$100.00

4. Geographic coverage (delivery area).

The geographic scope of this contract is the forty‐eight (48) contiguous states and the

District of Columbia.

VENTRAQ will ship orders to domestic port of embarkation only which is within the

Continental United States (i.e. McLellan Air Force Base, CA). The terms and conditions of this contract apply to all orders for purchase, maintenance, installation and repair of equipment to the forty‐eight (48) contiguous states including the District of Columbia. The government Overseas Activities will be responsible for shipment from domestic port of embarkation.

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

Rockville, Montgomery County, Maryland

6. Discount from list prices or statement of net price.

Net prices have been provided.

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7. Quantity discounts.

N/A.

8. Prompt payment terms.

0%, Net 30 days, Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items (list items by country of origin).

N/A

10a. Time of delivery. (Contractor insert number of days.)

5 Days

10b. Expedited Delivery.

Items available for expedited delivery are noted in this price list “*”.

11. F.O.B. point(s).

Destination

12a. Ordering address(es).

9707 Key West Ave, Ste 202, Rockville, MD 20850

12b. Ordering procedures: For supplies and services, the ordering procedures, information on

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

(no change related to Mass Mod A812)

13. Payment address(es).

9707 Key West Ave, Ste 202, Rockville, MD 20850

14. Warranty provision.

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

(1) Time of delivery 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.

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

The above is not intended to enlarge the scope of this schedule contract for individual orders.

Prices, options, terms and conditions of any orders are limited strictly to those specified in the schedule contract and price list and agreed to by GSA.

15. Export packing charges, if applicable. (no change related to Mass Mod A812)

N/A

16. Terms and conditions of rental, maintenance, and repair (if applicable). (no change related to Mass Mod A812)

N/A

17. Terms and conditions of installation (if applicable). (no change related to Mass Mod A812)

N/A

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). (no change related Mass Mod A812).

N/A

18b. Terms and conditions for any other services (if applicable). (no change related to Mass Mod

A812)

N/A

19. List of service and distribution points (if applicable). (no change related to Mass Mod A812)

9707 Key West Ave, Ste 202, Rockville, MD 20850

20. List of participating dealers (if applicable). (no change related to Mass Mod A812)

N/A

21. Preventive maintenance (if applicable). (no change related to Mass Mod A812)

N/A

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). (no change related to Mass Mod A812)

N/A

22b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found

(e.g. contractor’s website or other location.) The EIT standards can be found at:

www.Section508.gov/. (no change related to Mass Mod A812)

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23. Data Universal Number System (DUNS) number. (no change related to Mass Mod A812)

10–192–0791

24. Notification regarding registration in System for Award Management (SAM) database. (no change related to Mass Mod A812)

Ventraq is registered in SAM.

(4) Amendments to Federal Supply Schedule Price Lists must include on the cover page the same information as the basic document plus the title "Supplement No. (sequentially numbered)" and the effective date(s) of such supplements.

(5) Accuracy of information and computation of prices is the responsibility of the Contractor.

(6) Inclusion of incorrect information will cause the Contractor to resubmit/correct and redistribute the Federal Supply Schedule Price List, and may constitute sufficient cause forCancellation, applying the provisions of 552.212‐4 , Contract Terms and Conditions

(paragraph (m), Termination for Cause), and application of any other remedies as provided by law— including monetary recovery.

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GENERAL TERMS AND CONDITIONS APPLICABLE TO

PURCHASE OF TERM AND PERPETUAL USE SOFTWARE (511210), MAINTENANCE OF

SOFTWARE (54151), IT PROFESSIONAL SERVICES (54151S) FOR GENERAL PURPOSE

COMMERCIAL AUTOMATIC DATA PROCESSING EQUIPMENT AND SOFTWARE

The following Terms and Conditions are applicable to all Special Item Numbers:

1. GEOGRAPHIC SCOPE OF CONTRACT

The geographic scope of this contract is the forty‐eight (48) contiguous states and the

District of Columbia.

2. VENTRAQ COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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

(1) Time of delivery 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 VENTRAQ.

b. The above is not intended to enlarge the scope of this schedule contract for individual orders. Prices, options, terms and conditions of any orders are limited strictly to those specified in the schedule contract and price list and agreed to by GSA.

3. OVERSEAS ACTIVITIES

VENTRAQ will ship orders to domestic port of embarkation only which is within the

Continental United States (i.e. McLellan Air Force Base, CA). The terms and conditions of this contract apply to all orders for purchase, maintenance, installation and repair of equipment to the forty‐eight (48) contiguous states including the District of Columbia.

The government Overseas Activities will be responsible for shipment from domestic port of embarkation.

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

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

MAINTENANCE SERVICES (SPECIAL ITEM NUMBER 54151) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. PURCHASE TERMS

a. ACCEPTANCE. The Government shall accept or reject software in writing within thirty (30) days after date of delivery.

b. This initial minimum order requirement by an agency for NetPlus is one (1) server license, which must include the NetPlus TMS Backplane and one (1) additional NetPlus software module.

c. Multiple server licenses may be purchased. To order, contact VENTRAQ directly for specific configuration details.

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable

Microsoft Office (Word) format.

3. GUARANTEE/WARRANTY

a. 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.

b. Licensor warrants that the software will be free of defects and conform in all material respects to the specifications for the current version of the Software for a period of ninety (90) days from the date of delivery of the Master CD‐ROM.

This warranty is expressly conditioned on observance of the operation, security, and data‐control procedures set forth in the documentation provided with the

Software (User Manuals). The Government must exercise its post‐acceptance rights (1) within ninety (90) calendar days after date of delivery; and (2) before any substantial change occurs in the condition of the software, unless the change is due to defect in the software.

c. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2).

d. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for

Ser.: NEHXCUS3PUPP‐11‐2021 B ‐ 2 consequential damages resulting from any defect or deficiencies in accepted items.

5. TECHNICAL SERVICES

e. Additional services in support of the VENTRAQ Software such as installation, startup and debugging assistance, additional training and documentation, data conversion and adaptation to unique system environments are available at additional costs and shall be priced in accordance with the terms of our IT Price

Schedule (SIN 54151S). Such services have not been included in the price of the software license or maintenance offered under the contract.

f. VENTRAQ without additional charge to the Government, shall provide a hot line technical support number (800) 989–5566, for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 a.m. to 5:30 p.m. EST, Monday through

Friday excluding government holidays.

6. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined:

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

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on‐ line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web‐based general technical support for user’s self‐diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase.

(2) Hot line technical support during normal business hours (8:00 a.m. to

5:30 p.m. EST, Monday through Friday, excluding government holidays.

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7. PERIODS OF TERM LICENSES (SIN 511210)

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

b. Term licenses include maintenance and may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses, the period of the term licenses shall automatically expire on

September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term license orders citing the new appropriation shall be required, if the term licenses are to be continued during any remainder of the contract period.

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

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

8. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license.

d. 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

Ser.: NEHXCUS3PUPP‐11‐2021 B ‐ 4 license to a perpetual license, whichever is the less, minus an amount equal to

% of all term license payments during the period that the software was under a term license within the ordering activity.

9. UTILIZATION LIMITATIONS

a. Software acquisition is limited to commercial computer software defined in FAR

Part 2.101.

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

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

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

(3) Except as is provided in paragraph 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.

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(4) 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.

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

10. SOFTWARE CONVERSIONS ‐ (SIN 511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system

, or from one computer system to another. Under a perpetual license, 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, conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product 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.

12. RIGHT‐TO‐COPY PRICING

The Contractor shall insert the discounted pricing for right‐to‐copy licenses.

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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

(SPECIAL ITEM NUMBER 54151S)

1. SCOPE

VENTRAQ offers a full range of information technology services including, but not limited to network and telecommunications planning, system design, implementation, data conversion, training, system implementation and support activities and help desk support. The following services are offered under GSA Information Technology Schedule contract, 54151S.

a. The prices, terms and conditions stated under Special Item Number 54151S Information

Technology Professional Services apply exclusively to IT Services within the scope of this

Information Technology Schedule.

b. VENTRAQ will provide services at the Contractor’s facility and/or at the Government location, as agreed to by the Contractor and the ordering office. Services provided at

Government locations will be charged travel costs in accordance with applicable Federal

Travel Regulation or Joint Travel Regulations.

2. PERFORMANCE INCENTIVES I‐FSS‐60 Performance Incentives (April 2000)

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract.

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket

Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232‐19 (Deviation – May

2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

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4. PERFORMANCE OF SERVICES

a. VENTRAQ will commence performance of services on the date agreed to with the ordering office.

b. VENTRAQ agrees to render services only during normal working hours, unless otherwise agreed to by the VENTRAQ and the ordering office.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Contractor travel required in the performance of IT Services must comply with the

Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

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

a. The Contracting Officer may, at any time, by written order to the Contractor, require the

Contractor to stop all, or any part, of the work called for by this contract for a period of

90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop‐work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop‐work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the

Contracting Officer shall either‐ (1) Cancel the stop‐work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for

Convenience of the Government, clause of this contract.

b. If a stop‐work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting

Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if‐ (1) The stop‐work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage;

provided, that, if the Contracting Officer decides the facts justify the action, the

Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

c. If a stop‐work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop‐work order in arriving at the termination settlement.

Ser.: NEHXCUS3PUPP‐11‐2021 C ‐ 3

d. If a stop‐work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop‐work order.

6. INSPECTION OF SERVICES

In accordance with FAR 52.212‐4 CONTRACT TERMS AND CONDITIONS‐‐COMMERCIAL ITEMS (MAR 2009) (DEVIATION I ‐ FEB 2007) for Firm‐Fixed Price orders and FAR 52.212‐4 CONTRACT

TERMS AND CONDITIONS �COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I ��OCT 2008)

(DEVIATION I – FEB 2007) applies to Time‐and‐Materials and Labor‐Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227‐14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE GOVERNMENT

Subject to security regulations, the ordering office shall permit Contractor access to all facilities necessary to perform the requisite IT Services.

9. INDEPENDENT CONTRACTOR

All IT 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 Government.

10. 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

Ser.: NEHXCUS3PUPP‐11‐2021 C ‐ 4

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.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm‐fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time‐and‐ materials orders, the Payments under Time‐and‐Materials and Labor‐Hour Contracts at FAR 52.212‐4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time‐and‐ materials orders placed under this contract. For labor‐hour orders, the Payment under Time‐ and‐Materials and Labor Hour Contracts at FAR 52.212‐4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor‐hour orders placed under this contract. 52.216‐31(Feb 2007) Time‐and Materials/Labor‐Hour Proposal Requirements—Commercial Item Acquisition.

As prescribed in 16.601(e)(3), insert the following provision:

a. The Government contemplates award of a Time‐and‐Materials or Labor‐Hour type of contract resulting from this solicitation.

b. The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

Ser.: NEHXCUS3PUPP‐11‐2021 C ‐ 5

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

DUNS VENDOR NAME SIN MANUFACTURER NAME MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI

DISCOUNT

PRICE

OFFERED TO

GSA

(including IFF)

QUANTITY/

VOLUME

DISCOUNT

COO

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB01500T

NetPlus Product BackPlane NetPlus TMS BackPlane, <1,500 Lines, Single Server, 1 Year Term License EA 13,645.94$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB03000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <3,000 Lines, Single Server, 1 Year Term License EA 16,144.08$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB06000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <6,000 Lines, Single Server, 1 Year Term License EA 19,347.51$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB10000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <10,000 Lines, Single Server, 1 Year Term License EA 23,895.92$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB15000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <15,000 Lines, Single Server, 1 Year Term License EA 28,380.15$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB30000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <30,000 Lines, Single Server, 1 Year Term License EA 33,954.06$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPB45000T

NetPlus Product BackPlane NetPlus TMS BackPlane, <45,000 Lines, Single Server, 1 Year Term License EA 39,335.42$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPPBA15000T

NetPlus Product BackPlane NetPlus TMS BackPlane, Additional 15,000 Lines, Single Server, 1 Year Term License EA 2,082.02$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS01500T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <1,500 Lines, Single Server, 1 Year Term License EA 1,024.79$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS03000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <3,000 Lines, Single Server, 1 Year Term License EA 1,281.51$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS06000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <6,000 Lines, Single Server, 1 Year Term License EA 1,537.53$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS10000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <10,000 Lines, Single Server, 1 Year Term License EA 1,793.55$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS15000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <15,000 Lines, Single Server, 1 Year Term License EA 2,050.28$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS30000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <30,000 Lines, Single Server, 1 Year Term License EA 2,306.30$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPS45000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, <45,000 Lines, Single Server, 1 Year Term License EA 2,562.32$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPAPSA15000T

NetPlus Alarm Processing System NetPlus Alarm Processing System, Additional 15,000 Lines, Single Server, 1 Year Term License EA 256.02$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS01500T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <1,500 Lines, Single Server, 1 Year Term License EA 3,587.81$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS03000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <3,000 Lines, Single Server, 1 Year Term License EA 4,612.59$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS06000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <6,000 Lines, Single Server, 1 Year Term License EA 5,894.11$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS10000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <10,000 Lines, Single Server, 1 Year Term License EA 7,174.91$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS15000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <15,000 Lines, Single Server, 1 Year Term License EA 9,737.93$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS30000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <30,000 Lines, Single Server, 1 Year Term License EA 14,093.80$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABS45000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, <45,000 Lines, Single Server, 1 Year Term License EA 16,400.10$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPABSA15000T

NetPlus Administrative Billing System NetPlus Administrative Billing System, Additional 15,000 Lines, Single Server, 1 Year Term License EA 897.13$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI01500T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <1,500 Lines, Single Server, 1 Year Term License EA 4,612.59$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI03000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <3,000 Lines, Single Server, 1 Year Term License EA 5,125.34$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI06000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <6,000 Lines, Single Server, 1 Year Term License EA 5,637.38$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI10000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <10,000 Lines, Single Server, 1 Year Term License EA 6,406.15$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI15000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <15,000 Lines, Single Server, 1 Year Term License EA 6,918.89$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI30000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <30,000 Lines, Single Server, 1 Year Term License EA 8,200.40$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASI45000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, <45,000 Lines, Single Server, 1 Year Term License EA 9,225.19$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPASIA15000T

NetPlus Automatic Switch Interface NetPlus Automatic Switch Interface, Additional 15,000 Lines, Single Server, 1 Year Term License EA 384.38$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPCMS01500T

NetPlus Cable/Facilities Management System NetPlus Cable/Facilities Management System, <1,500 Lines, Single Server, 1 Year Term License EA 4,612.59$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPCMS03000T

NetPlus Cable/Facilities Management System NetPlus Cable/Facilities Management System, <3,000 Lines, Single Server, 1 Year Term License EA 5,125.34$ N/A US

101920791 Ventraq Corporation

511210 Ventraq Corporation NPCMS06000T

NetPlus Cable/Facilities Management System NetPlus Cable/Facilities Management System, <6,000 Lines, Single Server, 1 Year Term License EA 5,637.38$ N/A US

101920791 Ventraq…