MAS - EC America, Inc. - 47QTCA23D00B9

General Services Administration Federal Supply Service

Authorized Federal Supply Schedule Pricelist

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!®.

EC America, Inc.

8444 Westpark Drive, Suite 200

McLean, VA 22102 Phone: 703.752-0610

Email: gsateam@immixgroup.com

Website: https://www.immixgroup.com/contract-vehicles/gsa-mas/47qtca23d00b9/

Business Size: Other than Small Business

Prices Shown Herin are Net (discount deducted).

Contract Number: 47QTCA23D00B9

Information Technology Category

Period Covered by Contract: July 12, 2023 - July 12, 2028

Pricelist current through Modification #0131, dated April 8, 2026 https://www.gsaadvantage.gov/advantage/ws/main/start_page?store=ADVANTAGE mailto:gsateam@immixgroup.com https://www.immixgroup.com/contract-vehicles/gsa-mas/47qtca23d00b9/

Table of Contents

Customer information……………………………………………………………………………………………………..….2

Terms and conditions applicable to leasing of general-purpose commercial IT products SIN 532420L..………...8

Terms and conditions applicable to purchase of general-purpose commercial IT new equipment SIN 33411

Terms and conditions applicable to maintenance, repair service and repair parts/spare parts for government-owned general-purpose commercial IT equipment, radio/telephone equipment, (After expiration of guarantee/warranty provisions and/or when required service is not covered by guarantee/warranty provisions) and for leased equipment SIN

811212……...…...…………….………………………………………………………...19

Terms and conditions applicable to term software licenses and perpetual software licenses SIN 511210..….…23

Terms and conditions applicable to maintenance as a service of general-purpose commercial IT software

SIN 54151…...………...………………………………………………………………………………………..………..….23

Terms and conditions applicable to purchase of cloud computing services SIN 518210C ..………………....…..29

Terms and conditions applicable to purchase of training courses for general-purpose commercial IT equipment and software SIN 611420..……………………………………………………..…….…..………………….……...……..43

Terms and conditions applicable to professional IT services SIN 54151S…….…………..…………………..……..45

Terms and conditions applicable to electronic commerce (EC) SIN 54151ECOM………………………………….54

USA commitment to promote small business participation procurement programs……….………………..……..56

Suggested formats for blanket purchase agreements…………………………………………………….….......…..58

Basic guidelines for using “contractor team arrangements”...…….………………….………..…………….……

Attachment A - contractor supplemental pricelist information and terms………………………………………..…58

Customer Information

1a. Table of awarded Special Item Numbers (SINs):

SIN Description 532420L Leasing of Product

33411 Purchase of New Equipment 811212 Maintenance of Equipment, Repair Service, and Repair Parts/Spare Parts 511210 Term Software Licenses 511210 Perpetual Software Licenses 54151 Maintenance of Software, as a Service

611420 Training Courses 54151S IT Professional Services

54151ECOM Electronic Commerce (EC) Services OLM Order Level Materials (OLM)

1b. Lowest Priced Model Number and Price for Each SIN:

SIN Part Number GSA Catalog Price

33411 ABS-FBROPTIC-CPR $138.00

811212 ABSSUP-EDNM-VMW $2450

511210 ABS-TS $9.20

511210 1399_999999 $0.01

518210C 052110AD-05BE-4FA9-8C44-96EFE9EA8DC2 $0.0001

54151 ABSPROFSUP-1 $1778.70

611420 ABSPROFSUP-TR $7840

54151S Project Administration $114.82

54151ECOM ORCIPADD001-HR $0.01

1c. See SIN specific Terms and Conditions as well as the terms in Attachment A.

2. Maximum Order:

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

‐ Special Item Number 532420L - Leasing of Product ‐ Special Item Number 33411 - Purchase of Equipment ‐ Special Item Number 811212 - Equipment Maintenance ‐ Special Item Number 511210 - Term Software Licenses ‐ Special Item Number 511210 - Perpetual Software Licenses ‐ Special Item Number 54151 - Maintenance of Software as a Service ‐ Special Item Number 518210C – Cloud Computing Services ‐ Special Item Number 54151S - IT Professional Services ‐ Special Item Number 54151ECOM - Electronic Commerce (EC) Services

The Maximum Order value for the following Special Item Numbers (SINs) is $25,000:

‐ Special Item Number 611420 - Training Courses

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3. Minimum Order: $100.00

4. Geographic coverage (delivery area): Domestic and overseas delivery

5. Point(s) of production: For a current list of all Authorized Service and Distribution points by Manufacturer, go to:

https://www.immixgroup.com/contract-vehicles/gsa-mas/47qtca23d00b9/

6. Discount from List Prices: Prices shown herein are Net (discounts deducted)

7. Quantity Discount: None unless otherwise specified in the pricelist.

8. Prompt Payment Terms: 0% - Net 30 days from receipt of invoice or date of acceptance, whichever is later.

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

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

10. Foreign items: Country of Origin is identified in the Schedule Contract Pricelist.

11a. Time of Delivery: The Contractor shall deliver to destination within thirty (30) calendar days after receipt of order

(ARO), unless set forth otherwise on the Schedule Contract Pricelist to this schedule pricelist appended hereto and incorporated herein.

11b. Expedited Delivery: Quicker delivery times than those set forth in the Schedule Contract Pricelist are available from the Contractor based on the availability of product inventory. Improved delivery times in the number of days after receipt of an order (ARO) if available, are as negotiated between the ordering activity and the Contractor or its Authorized Government Resellers.

11c. Overnight and 2-Day Delivery: Unless otherwise specified by Manufacturer in the Schedule Contract Pricelist, when ordering activities require overnight or 2-day delivery, ordering activities are encouraged to contact the Contractor for the purpose of obtaining accelerated delivery. Overnight and 2-day delivery times are subject to the availability of product inventory.

11d. 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.

12. F.O.B. Point(s): FOB Destination, Freight Collect:

13a. Ordering address(es):

EC America, Inc.

8444 Westpark Drive, Suite 200 McLean, VA 22102

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 4 or

See Authorized Dealers Listing by Manufacturer for Ordering Address and Contact Information at

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

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

14. Payment address(es):

EC America, Inc.

8444 Westpark Drive, Suite 200 McLean, VA 22102 or

See Authorized Dealers Listing by Manufacturer for Payment Address and Contact Information at

15. Warranty provision: Warranty is addressed in the SIN specific terms that follow as well as the terms in Attachment A.

16. Export packing charges, if applicable: Not Applicable

17. Terms and conditions of Government purchase card acceptance: None

18. Terms and conditions of rental, maintenance, and repair: See SIN specific Terms and Conditions as well as the terms in Attachment A.

19. Terms and conditions of installation: See SIN specific Terms and Conditions as well as the terms in Attachment

A.

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if available): Not Applicable

21. List of service and distribution points (if applicable): For a current list of all Authorized Service and

Distribution points by Manufacturer, go to:

22. List of Participating dealers (if applicable): See Authorized Dealers Listing by Manufacturer at

23. Preventive maintenance (if applicable): See SIN specific Terms and Conditions as well as the terms in

Attachment A.

24a. Special attributes such as environmental attributes (e.g. recycled content, energy efficiency, and/o reduced pollutants): Not Applicable https://www.immixgroup.com/contract-vehicles/gsa-mas/47qtca23d00b9/

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24b. Section 508 Compliance for EIT: If applicable, Section 508 compliance information on the supplies and services offered in this contract will be supplied by Contractor or Manufacturer (see definition below) upon request via email at the following address: gsateam@immixgroup.com

25. Unique Entity Identifier (UEI) number: G39YDVQG3ZH8

26. Notification regarding registration in the System for Award Management (SAM) database:

Registration valid.

27. Integration:

The Non-Disclosure provisions set forth in Section 9b.(7), the IP Infringement provisions set forth in Section 9b.(9) and the Limitation of Liability provisions set forth in Section 3c. of the Terms and Conditions Applicable to Term Software Licenses (Special Item Number 511210), Perpetual Software Licenses (Special Item Number 511210) and Maintenance as a Service (Special Item Number 54151) of General Purpose Commercial Information Technology Software are hereby incorporated into and made a part of the terms applicable to all SINs.

28. Glossary of Definitions:

a. “Contractor” means EC America, Inc.

b. “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.

c. “Manufacturer” shall mean a manufacturer, supplier or producer of Equipment (as defined below) or a publisher or developer of Software or related Training Materials (as defined below) provided to Contractor through a letter of supply to be licensed or sold to Ordering Activities under this contract.

d. “Ordering Activity” shall mean, 1) any entity authorized to use GSA sources of supply and services as set forth in

GSA Directive OGP 4800.2I or such later issued version, and 2) any entity acting on behalf of an Ordering Activity pursuant to a properly issued letter of authorization per Section 24 above – “Prime Contractor Ordering from Federal Supply Schedules” under Information for Ordering Activities applicable to All Special Item Numbers.

29. Responsibilities of Contractor: The parties understand and agree that the Contractor acts as a reseller of all Equipment, Software, Documentation, and services offered under this contract. Regarding Equipment, Software, and Documentation, Contractor represents that it has the requisite right and authority under its reseller agreements with the Manufacturers to offer the products and grant the rights specified in this contract, and Manufacturers shall have no privity of contract with an Ordering Activity hereunder. With regard to services, while some or all of the services ordered hereunder may be physically performed by Manufacturer, Service Provider, or other third-party personnel (as is specified under applicable SINs) acting under a subcontract or similar arrangement with Contractor, and while the scope and price of such services are defined by the applicable provider's policies (such as Maintenance Services Policies, Electronic Commerce Service Policies, or Wireless Services plans), Contractor remains solely responsible to the Ordering Activity for all such performance.

mailto:gsateam@immixgroup.com

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Authorized federal acquisition service - information technology schedule pricelist: general purpose commercial information technology equipment, software, and service

LEASING OF PRODUCT (SIN 532420L)

FSC/PSC Class W070 …………..Lease-Rent of ADP Eq & Supplies FSC/PSC Class W058

PURCHASE OF NEW EQUIPMENT (SIN 33411)

FSC Class 7010………………….System Configuration

• End User Computers/Desktop Computers

• Laptop/Portable/Notebook Computers

• Servers

• Optical and Imaging Systems

FSC Class 7025………………….Input/Output and Storage Devices

• Printers

• Display

• Network Equipment

• Other Communications Equipment

• Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Storage

• Other Input/Output and Storage Devices, Not Elsewhere Classified

FSC Class 7035……………………..ADP Support Equipment

FSC Class 7042……………………..Mini and Micro Computer Control Devices

FSC Class 5805……………………..Telephone and Telegraph Equipment

• Telephone Equipment

• Audio and Video Teleconferencing Equipment

FSC Class 5810……………………..Communications Security Equipment and Components

FPDS Code N070…………………..Other

• Installation

• Deinstallation

• Reinstallation

NOTE: Installation must be incidental to, in conjunction with and in direct support of the products sold under SIN 33411 of this contract and cannot be purchased separately. If the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply. In applying the Davis-Bacon Act, ordering activities are required to incorporate wage rate determinations into orders, as applicable.

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EQUIPMENT MAINTENANCE (SIN 811212)

FSC/PSC J070…………………………Maintenance FSC/PSC J058………………………....Maintenance and Repair of Communication Equipment

TERM SOFTWARE LICENSES (SIN 511210)

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 – which is categorized under a difference SIN (54151).

FSC Class 7030 .............. Information Technology Software

NOTE: 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 based on 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.

PERPETUAL SOFTWARE LICENSES (SIN 511210)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

FSC Class 7030 .............. Information Technology Software

NOTE: 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 based on 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.

MAINTENANCE OF SOFTWARE AS A SERVICE (SIN 54151)

Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to https://www.immixgroup.com/contract-vehicles/gsa-mas/47qtca23d00b9/ http://www.core.gov/ http://www.core.gov/

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 8 communicate telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially.

Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

CLOUD COMPUTING SERVICES (SIN 518210C)

Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. The new Cloud SIN is open to all deployment models (private, public, community or hybrid).

FSC/PSC Class D305 IT AND TELECOM-TELEPROCESSING, TIMESHARE, AND CLOUD COMPUTING Cloud Computing Services

TRAINING COURSES (FPDS Code U012) (SIN 611420)

IT PROFESSIONAL SERVICES (SIN 54151S)

FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

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 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 performed by the publisher or manufacturer or one of their authorized agents.

ELECTRONIC COMMERCE (EC) SERVICES (SIN 54151ECOM)

FPDS Code D304 ... Value Added Network Services (VANs)

Terms and conditions applicable to leasing of general-purpose commercial information technology products (SIN 532420L)

GLOSSARY OF DEFINITIONS

“Documentation” shall mean Manufacturer’s then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for its (software or hardware) Products whether on-line or in hard copy.

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“Products” shall mean the computer hardware or software identified on the Schedule Contract Pricelist to this schedule pricelist.

“Termination Ceiling” is the limit on the amount that a Contractor may be paid by the Ordering Activity on the Termination for Convenience of a lease.

LEASE TYPES

The Ordering Activity will consider proposals for the following lease types:

a. Lease to Ownership

b. Lease with Option to Own

c. Step Lease.

Orders for leased Products must specify the leasing type.

OPTION 1

STATEMENT

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

Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering any lease arrangement.

1. FUNDING AND PERIODS OF LEASING ARRANGEMENTS

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

i. The base period of an order for any lease executed by the Ordering Activity shall be for the duration of the fiscal year. All Ordering Activity renewal options under the lease shall be specified in the delivery order. All orders for leasing shall remain in effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the Ordering Activity exercises its rights hereunder to acquire title to the Product prior to the planned expiration date or unless the Ordering Activity exercises its right to terminate under FAR

52.212-4. Orders under the lease shall not be deemed to obligate the succeeding fiscal year’s funds or to otherwise commit the Ordering Activity to a renewal.

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

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iii. Crossing Fiscal Years Within Contract Period. Where an Ordering Activity has specific authority to cross fiscal years with annual appropriations, the Ordering Activity may place an order under this option to lease Product for a period up to the expiration of its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years.

2. DISCONTINUANCE AND TERMINATION

Notwithstanding any other provision relating to this SIN, the Ordering Activity may terminate Products leased under this agreement, at any time during a fiscal year in accordance with the termination provisions contained in FAR 52.212-4. (l) Termination for the Ordering Activity’s convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option.

OPTION 2

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

1. LEASING PRICE LIST NOTICE:

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

i. “The ordering activity is responsible for the obligation of funds consistent with applicable law.

Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.”

2. STATEMENT OF ORDERING ACTIVITY INTENT:

a. The Ordering Activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the Product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the Ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the Ordering Activity's intent to fulfill that agreement, including acquiring products for the period specified in the order. Each lease hereunder shall be initiated by a delivery order, which shall, either through a statement of work or other attachment, specify the Product being leased, and the required terms of the transaction.

b. Each Ordering Activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the Ordering Activity for the Product or functionally similar Product continues to exist, and funds are appropriated. The contractor may request information from the Ordering Activity concerning the essential use of the Products.

3. LEASE TERM:

a. The date on which the Ordering Activity accepts the Products is the Commencement Date of the lease.

b. The Contractor shall only deliver those items ordered that substantially conform to the requirements of this contract and the applicable Documentation. Therefore, Products delivered shall be deemed

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 11 accepted upon delivery to Ordering Activity’s designated receiving facility. The Ordering Activity reserves the right to inspect or test any Product that has been delivered. The Ordering Activity may require repair or replacement of nonconforming Products at no increase in contract price. The Ordering Activity must exercise its post-acceptance rights (1) within the applicable warranty period; and (2) before any substantial change occurs in the condition of the Product, unless the change is due to a defect in the Product.

c. Any lease is executed by the Ordering Activity on the basis that the known requirement for such Product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years if the initial base period or each option period does not exceed a 12-month period. Defense agencies must also consider DOD FAR supplement (DFAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases.

d. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the Ordering Activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the Ordering Activity exercises its rights hereunder to acquire title to the Product prior to such expiration date. The Ordering Activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all the Product(s) set forth in the original delivery order.

Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The Ordering Activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis.

e. Where an Ordering Activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the Ordering Activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance.

4. LEASE TERMINATION:

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

b. The Ordering Activity may terminate or not renew leases under this option at no cost, pursuant to a

Termination for Non-Appropriation as defined herein (see paragraph iii below). In any other event, the Ordering Activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with FAR 52.212-4 paragraphs (l) and (m).

c. The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph iv below). In the event of termination for the convenience of the Ordering Activity, the Ordering Activity may be liable only up to the

d. amount beyond the order’s Termination Ceiling. Any termination charges calculated under the

Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement.

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e. Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the Ordering Activity’s contracting office responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the Ordering Activity. The costs charged to the Ordering Activity as the result of any Termination for Convenience of the Ordering Activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made up to the date of termination plus the Termination Ceiling.

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

g. Termination Charges: At the initiation of the lease, Termination Ceilings will be agreed upon between

Contractor and Ordering Activity for each year of the Lease Term. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the Ordering Activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.

h. At the order level, the Ordering Activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section.

LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE AGREEMENTS

ORDERING PROCEDURES

1. When an Ordering Activity expresses an interest in leasing a Product(s), the Ordering Activity will provide the following information to the prospective Contractor:

a. Which Product(s) is (are) required

b. The required delivery date

c. The proposed lease plan and term of the lease

d. Where the Product will be located

e. Description of the intended use of the Product

f. Source and type of appropriations to be used

2. The Contractor will respond with:

a. Whether the Contractor can provide the required Product

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

c. The monthly payment based on the rate

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

e. A confirmation of the availability of the Product on the required delivery date

f. Extent of warranty coverage, if any, of the leased Products

g. The length of time the quote is valid

3. The Ordering Activity may issue a delivery order to the Contractor based on the information set forth in the

Contractor’s quote. If the Ordering Activity does not issue a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire.

ASSIGNMENT OF CLAIMS

GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The Ordering Activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.804-

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

PEACEFUL POSSESSION AND UNRESTRICTED USE

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

COMMENCEMENT OF LEASE

The date on which the Ordering Activity accepts the products is the Commencement Date of the lease. Acceptance is as defined as set forth in Section 4c(ii) above, or as further specified in an order.

INSTALLATION AND MAINTENANCE

1. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the Ordering Activity to obtain installation and maintenance services from a qualified source. The Ordering Activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The Ordering Activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the Ordering Activity to ensure that maintenance is in effect for the Lease term for all Products leased.

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

MONTHLY PAYMENTS

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

2. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: 500 basis points.

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

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

5. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The Ordering Activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 6.b. above.

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

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

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

In the event the Ordering Activity desires, at any time, to acquire title to Product leased hereunder, the Ordering Activity may make a one-time lump sum payment.

LEASE END/DISCONTINUANCE OPTIONS

1. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non-Appropriation, the Ordering Activity will return the Product to the Contractor unless the Ordering Activity by 30 days written notice elects either:

a. to purchase the Product for the residual value of the Product, or

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

2. Relocation - The Ordering Activity may relocate Products to another location within the Ordering Activity’s facilities with prior written notice. No other transfer, including sublease, is permitted. Ordering Activity shall not

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 15 assign, transfer or otherwise dispose of any Products, or any interest therein, or create or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or its assigns.

3. Returns:

a. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the

Ordering Activity shall, at its own risk and expense, have the Products packed for shipment in accordance with Manufacturer's specifications and return the Products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the Products to good working order shall be at the Ordering Activity's expense.

b. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the Product exceeds normal wear and tear.

c. Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction.

d. With respect to software Products, the Ordering Activity shall state in writing to the Contractor that it has:

i. deleted or disabled all files and copies of the software from the equipment on which it was installed.

ii. returned all software Documentation, training manuals, and physical media on which the software was delivered; and

iii. has no ability to use the returned software.

UPGRADES AND ADDITIONS

1. The Ordering Activity may affix or install any accessory, addition, upgrade, product or device on the Product ("additions") provided that such additions:

a. can be removed without causing material damage to the Product

i. do not reduce the value of the Product; and

ii. are obtained from or approved by the Contractor and are not subject to the interest of any third-party other than the Contractor.

b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the Ordering Activity shall remove any additions which:

i. were not leased from the Contractor, and

ii. are readily removable without causing material damage or impairment of the intended function, use, or value of the Product, and restore the Product to its original configuration.

2. Any additions that are not so removable will become the Contractor's property (lien free).

3. Leases of additions and upgrades must be co-terminus with that of the Product.

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RISK OF LOSS OR DAMAGE

The Ordering Activity is relieved from all risk of loss or damage to the Product during periods of transportation, installation, and during the entire time the Product is in possession of the Ordering Activity, except when loss or damage is due to the fault or negligence of the Ordering Activity. The Ordering Activity shall assume risk of loss or damage to the Product during relocation, (i.e., moving the product from one Ordering Activity location to another Ordering Activity location), unless the Contractor shall undertake such relocation.

TITLE

During the lease term, Product shall always remain the property of the Contractor. The Ordering Activity shall have no property right or interest in the Product except as provided in this leasing agreement and shall hold the Product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The Ordering Activity shall have no right or interest in the software and related Documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the Ordering Activity shall have an encumbered license to use the software for the Lease Term. The Ordering Activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the Ordering Activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of a Lease to Ownership or has otherwise paid the applicable purchase option price.

TAXES

The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the Product furnished hereunder. The Ordering Activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 (Deviation – May 2003), State and Local Taxes, the Ordering Activity agrees to pay tax or provide evidence necessary to support an exemption from the tax.

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

1. The Ordering Activity may purchase the Product provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto.

2. Except for final payment and transfer of title to the Ordering Activity, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause.

3. The purchase conversion cost of the Product shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, based on the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract.

4. The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the Product under any previous Government contract if

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 17 the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.”

Terms and conditions applicable to purchase of general-purpose commercial IT new equipment (SIN 33411)

“Documentation” shall mean Manufacturer’s then current help guides, specifications and operating manuals issued by Manufacturer and made generally available by Manufacturer for the Equipment whether on-line or in hard copy.

“Equipment” shall mean the computer hardware identified on the Schedule Contract Pricelist to this schedule pricelist.

MATERIAL AND WORKMANSHIP

All Equipment furnished hereunder must substantially perform the function for which it is intended as set forth in the accompanying Documentation.

ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover Equipment delivery to destination, for any location within the geographic scope of this contract.

INSTALLATION AND TECHNICAL SERVICES

1. INSTALLATION. When the Equipment provided under this contract is not normally self-installable, the Contractor its Manufacturer or other authorized service provider’s technical personnel shall be available to the Ordering Activity, at the Ordering Activity's location, to install the Equipment and to train

2. Ordering Activity personnel in the use and maintenance of the Equipment. The charges, for such services are listed by Manufacturer, in the schedule pricelist.

3. OPERATING AND MAINTENANCE MANUALS. The Contractor or its Manufacturer shall furnish the Ordering Activity with one (1) copy of all Documentation, which is normally provided with the Equipment being purchased.

For Documentation only available on-line, Contractor or its Manufacturer shall provide Ordering Activity access to such Documentation.

INSPECTION/ACCEPTANCE

The Contractor shall only deliver those items ordered that substantially conform to the requirements of this contract and the applicable Manufacturer’s Documentation. Therefore, items delivered shall be deemed accepted upon delivery to Ordering Activity’s designated receiving facility. The Ordering Activity reserves the right to inspect or test any equipment

47QTCA23D00B9 Visit GSA 47QTCA23D00B9 Contract on immixGroup.com for contract information Page 18 that has been delivered. The Ordering Activity may require repair or replacement of nonconforming equipment at no increase in contract price. The Ordering Activity must exercise its post-acceptance rights (1) within the applicable warranty period as set forth below; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

WARRANTY

Unless specified otherwise in this contract, the warranties extended to the Ordering Activity for Equipment and Documentation, and the exclusions and disclaimers applicable to such warranties, shall be as set forth on Attachment A to this schedule pricelist (Contractor Supplemental Pricelist Information and Incorporated Terms). Notwithstanding anything to the contrary that may be marked on or provided with the Equipment or Documentation, the parties understand and agree that such warranties, exclusions and disclaimers follow the applicable Manufacturer's standard commercial warranties, exclusions and disclaimers but are provided to the Ordering Activity by the…