MAS - Change & Innovation Agency LLC - 47QTCA24D00BY

GENERAL SERVICES ADMINISTRATION

Federal Acquisition Service Authorized Federal Supply Schedule FSS Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage! , a menu-driven database system. The INTERNET address for GSA Advantage! is: http://www.gsaadvantage.gov.

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at http://www.gsa.gov/schedules-ordering.

Multiple Award Schedule (MAS)

Contract Number: 47QTCA24D00BY

Contract Period: June 27, 2024 through June 26, 2029 Pricelist current as of PS-0009, effective 8-29-2025

Large Category: Information Technology Subcategory: IT Services SIN 54151S IT Professional Services Subcategory: IT Software SIN 511210 IT Software SIN 54151 Software Maintenance Services Large Category: Professional Services Subcategory: Business Administrative Services SIN 541611 Management and Financial Consulting, Acquisition and Grants Management Support, and Business Program and Project Management Services Large Category: Miscellaneous SIN OLM Order-Level Materials

Contractor:

Change & Innovation Agency, LLC 105 E Mill St Liberty, MO 64068

Business Size: Large Business

Telephone: 573.230.7470 Website: https://changeagents.info/ Email: blake@changeagents.info Contract Administrator: Blake Shaw http://www.gsaadvantage.gov/ http://www.gsa.gov/schedules-ordering mailto:blake@changeagents.info

Table of Contents

SECTION PAGE

Customer Information 3

About C!A 5

Labor Category Descriptions 6

Current™ Software Platform 12

Current™ Software as a Service Agreement 13

CUSTOMER INFORMATION

1a. Table of Awarded Special Item Number(s):

SIN 54151S Information Technology Professional Services SIN 511210 Software Licenses SIN 54151 Software Maintenance Services SIN 541611 Management and Financial Consulting, Acquisition and Grants Management Support, and Business Program and Project Management Services SIN OLM Order-Level Materials

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract.

SIN 54151S Software Engineer I, Technical Writer $117.13/hr SIN 511210 Current™ Configuration & Installation $530.28/ea SIN 54151 Current™ Dedicated Support $964.84/ea SIN 541611 Document Specialist/Writer $149.12/hr

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. See page 6

2. Maximum Order: SIN 54151S - $500,000; SIN 511210- $ 500,000; SIN 54151 –$500,000; SIN 541611 -

$1,000,000; SIN OLM - $250,000

3. Minimum Order: $500.00

4. Geographic Coverage (delivery Area): Domestic delivery that includes 48 contiguous states and

Washington D.C. only.

5. Point(s) of production (city, county, and state or foreign country): Same as company address

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

7. Quantity discounts: 2%, $500K

8. Prompt payment terms: Net 30 days

9. Foreign items (list items by country of origin): None

10a. Time of Delivery (Contractor insert number of days): Specified on the Task Order

10b. Expedited Delivery. The Contractor will insert the sentence “Items available for expedited delivery are noted in this price list.” under this heading. The Contractor may use a symbol of its choosing to highlight items in its price list that have expedited delivery: Contact Contractor

10c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2-day delivery: Contact Contractor

10d. Urgent Requirements. The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery: Contact Contractor

11. F.O.B Points(s): Destination

12a. Ordering Address(es): Same as Contractor

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

Purchase Agreements (BPA’s), and a sample BPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

13. Payment address(es): Same as company address

14. Warranty provision.: Contractor’s standard commercial warranty.

15. Export Packing Charges (if applicable): N/A

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

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

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices

(if applicable): N/A

18b. Terms and conditions for any other services (if applicable): N/A

19. List of service and distribution points (if applicable): N/A

20. List of participating dealers (if applicable): N/A

21. Preventive maintenance (if applicable): N/A

22a. Environmental attributes, e.g., recycled content, energy efficiency, and/or reduced pollutants: 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. contactor’s website or other location.) The EIT standards can be found at: www.Section508.gov/.

23. Unique Entity Identifier (UEI): F5T5BJK7EMZ2

24. SAM Registration: SAM Registration valid and current.

ABOUT Change & Innovation Agency

Founded in 2003, Change & Innovation Agency (C!A) is a firm of technology and business professionals, many of whom are former government employees who have dedicated much of their professional careers to public service.

Each team member brings unique and diverse practical experience representing all different levels of government operations and has a deep understanding of government processes working with state and county agencies, their local offices, and the associated federal agencies.

As a result, we know the business and technology drivers of the industries we serve. We have specialties in the areas of:

(1) Business and Systems Integration

(2) Application and Systems Architecture

(3) Custom Application Development and Support

(4) Program and Project Management

(5) Quality Assurance and Testing

(6) Business Analysis

(7) Process Control

(8) Technical Design

(9) Implementation Services

We work to maximize our clients' investments by aligning their business and technology divisions. We appreciate the value of maximizing the technology and business budgets of our clients and have the industry experience to lead our clients to such pursuits. End to end integration, along with business process reengineering to fully take advantage of technologies are intended to provide lower costs, better efficiencies, and reduced potential for human error. Integrating our Quality Assurance oversight and execution into large-scale programs provides reliability along the way and enhances overall performance and efficiency.

C!A brings technology and business services to agencies to help them identify, design, develop and implement best practices processes and solutions across their technology and business platforms through the identified labor category descriptions herein.

Labor Category Descriptions

Substitutions and Equivalencies C!A recognizes that successful performance depends on having personnel with the right skills and experience.

These skills are acquired through a proper mix of education and professional experience. We have found that skills required to support today’s problems and tomorrow’s challenges are not always supported by the traditional formal education and work experience combination. Therefore, we have incorporated substitution allowances between equivalent education, certifications, and experience to provide the services required by the customer at the most reasonable price.

Equivalencies:

The following equivalencies apply, unless otherwise explicitly stated:

• Bachelor’s Degree is equivalent to four (4) years of relevant experience (and vice versa)

• Master’s Degree is equivalent to bachelor’s degree + four (4) years of relevant experience, and/or six (6) years of relevant experience

• One or more certifications is equivalent to one (1) year of relevant experience (and vice versa).

Practice Lead (SIN 541611) Functional Responsibility: Responsible for managing all aspects of several complex programs simultaneously.

Experienced in areas of performance measurement and Business Process Reengineering (BPR) methodologies.

May conduct process modeling and analysis. Provides leadership and oversight of Subject Matter Experts.

Oversees the program budget, schedule, and compliance with contractual requirements. Organizes, directs, and coordinates planning and production of all contract support activities. Responsible for formulating and enforcing work standards, assigning contractor schedules, reviewing work discrepancies, supervising contractor personnel, and communicating policies, purposes, and goals of the organization to subordinate personnel. Responsible for working with customers and stakeholders to provide analysis and present system implementation or operational options. Responsible for overall contract performance.

Minimum Experience: Ten (10) years of program related experience, with at least five (5) years functional or prior program management experience. Must possess excellent oral and written communication skills and the ability to conduct business briefings and presentations.

Minimum Education: Master’s degree or equivalent

Senior Consultant (SIN 54151S) Functional Responsibility: Provides oversight of and may conduct process modeling and analysis. May lead re-engineering team and act as project manager in some cases. Experienced in areas of performance measurement and Business Process Reengineering (BPR) methodologies. Has in-depth understanding of organization and industry's high-level business systems and their requirements. Provides input and participates in performing business improvement efforts. Performs process re-engineering, with an understanding of technical problems and solutions. Identifies new approaches and solutions to business issues identified through analysis of processes. Creates process change by integrating new processes with existing ones and recommends and facilitates quality improvement efforts.

Evaluates and advises process improvement for system or software development, technical leadership, quality assurance and/or program management on mid-large software intensive systems. Demonstrated experience in process engineering, improvement, training, and deployment. Effectively communicates and is proficient in oral communication and technical writing. Has expert credentials and certifications from a recognized industry and government-approved authority. Supervises project managers and oversees direction, scope, and quality of work related to contracts. Serves as the primary customer contact.

Minimum Experience: Eight (8) years of relevant experience leading and providing business process modeling and analysis

Minimum Education: Master’s Degree or equivalent

Consultant (SIN 54151S) Functional Responsibility: Focus is on process analysis and re-engineering, with an understanding of technical problems and solutions as they relate to the current and future business environment. Conducts process modeling and analysis. Experienced in areas of performance measurement and Business Process Reengineering (BPR) methodologies. Provides input and participates in performing business improvement efforts. Performs process re-engineering, with an understanding of technical problems and solutions. Identifies new approaches and solutions to business issues identified through analysis of processes. Creates process change by integrating new processes with existing ones and recommends and facilitates quality improvement efforts.

Minimum Experience: Five (5) years of related experience leading and providing business process modeling and analysis

Minimum Education: Bachelor’s degree

Subject Matter Expert (SIN 54151S) Functional Responsibility: Provides technical / business knowledge and analysis of highly specialized applications and operational environment, high-level functional systems analysis, design, integration, documentation, and implementation advice on moderately complex problems that require an appropriate level of knowledge of the subject matter for effective implementation. Responsible for working with customers and stakeholders to provide analysis and present system implementation or operational options. Experience includes working with COTS applications and/or custom applications.

Minimum Experience: Ten (10) years of relevant experience working on multiple complex information technology projects, performing difficult and complex or highly specialized analysis. Provides technical / business guidance and leadership to the team.

Minimum Education: Master’s degree or equivalent

Business Analyst (SIN 54151S) Functional Responsibility: Reviews, analyzes, and evaluates user needs to create systems solutions that support overall business and IT strategies. Applies both business and technical expertise through industry recognized methods in the delivery of work products. Analyzes business/technical needs and processes for configuration or programming within applications, gathers and organizes data to configure standard reports, analyzes data to identify trends and patterns. Develops diagrams and flowcharts, analyzes, and modifies systems to support an organization’s application systems. Identifies required inputs and formats the output to meet user’s needs.

Assists in the preparation and conduct of business analyses and studies, needs assessments, requirements analysis/definition and cost/benefit analyses to align business systems, solutions, and initiatives. Prepares forecasts and analyzes trends and metrics, performance measurements, reports and recommendations.

Documents system requirements, defines scope and objectives, and creates system specifications that drive system development and implementation. Provides knowledge and analysis of highly specialized applications and operational environments, high-level functional systems analysis, design, integration, documentation, and implementation advice. Identifies causes for deviations, business and/or technical risks and recommends corrective action.

Minimum Experience: Five (5) years of relevant experience

Minimum Education: Bachelor’s degree

Quality Assurance Analyst (SIN 54151S) Functional Responsibility: Provide technical and administrative direction for personnel performing software development tasks, including the review of work products for correctness, adherence to the design concept and to user standards, review of program documentation to assure government standards/requirements are adhered to, and for progress in accordance with schedules. Coordinate with the Project Manager to ensure that problems are solved to the user's satisfaction. Make recommendations, if needed, for approval of major systems installations. Prepare milestone status reports and deliveries/presentations on the system concept to colleagues, subordinates, and end user representatives.

Minimum Experience: Six (6) years of relevant experience

Minimum Education: Bachelor’s degree

Project Manager (SIN 541611) Functional Responsibility: Manages significant work planning and resource allocation, process design and contract development including cost, schedule, and performance of projects. Organizes and directs personnel, contracts, and materials for the performance of assigned professional services. Provides primary interface and leadership for the successful implementation of contracted projects to achieve customer and business objectives. Works in traditional project management models or in Agile / SCRUM methodologies as required by client needs.

Minimum Experience: Seven (7) years of relevant experience with at least three (3) years in project management and implementation. Must possess excellent oral and written communication skills and the ability to conduct business briefings and presentations. PMP and/or Certified SCRUM Master as needed.

Minimum Education: Master’s degree or equivalent

Senior Training Lead (SIN 541611) Functional Responsibility: Supervises training and instruction personnel and conducts research necessary to develop and revise training courses and prepare appropriate training catalogs. Prepares all instructor materials (course outline, background material, and training aids). Prepares all student materials (course manuals, workbooks, handouts, completion certificates, and course critique forms). Trains personnel by conducting formal classroom courses, workshops, and seminars.

Minimum Experience: Seven (7) years of relevant experience with training, facilitation, and course development.

Must possess excellent oral and written communication skills and the ability to lead a comprehensive training curriculum.

Minimum Education: Bachelor’s degree or equivalent

Data Architect (SIN 54151S) Functional Responsibility: Defines and applies data policies in data discovery, data analysis and data architecture design across the enterprise. Works closely with other experts to uncover, document, validate and model business requirements into specifications used to develop conceptual, logical, and physical data structures.

Ensures reuse and consistency of use of data across all applications. Monitors the implementation of business rules associated with data as reflected in the metadata. Provides oversight and leadership in technology solutions development with emphasis on database development, delivery of information systems and business transformation projects.

Minimum Experience: Seven (7) years of relevant experience providing architectural leadership in database design, database development, database administration and consulting for application support using standard relational database technologies (Oracle, Sybase, SQL Server, etc.) and client specific technical environments.

Minimum Education: Bachelor’s degree

Systems Analyst (SIN 54151S) Functional Responsibility: Applies both business and technical expertise through industry recognized methods in the delivery of work products. Analyzes business/technical needs and processes for configuration or programming within applications, gathers and organizes data to configure standard reports, analyzes data to identify trends and patterns. Develops diagrams and flowcharts, analyzes, and modifies systems to support an organization’s application systems. Identifies required inputs and formats the output to meet user’s needs. Can work with either Commercial Off the Shelf (COTS) applications or proprietary applications. Provides supervisory direction to junior application systems analysts.

Minimum Experience: Seven (7) years of relevant experience

Minimum Education: Bachelor’s degree

Software Engineer III (SIN 54151S) Functional Responsibility: Experience with complex application problems involving all phases of systems analysis. Designs and develops software applications. Performs coding, debugging, testing, and troubleshooting throughout the application development process. Provides daily supervision and direction to other software engineers performing software testing tasks, including the review of work products for correctness, adherence to the design concept and user standards. Coordinates with the program/project manager to ensure project deadlines are met.

Minimum Experience: Five (5) years of relevant experience with leading teams of QA resources, analysis, and design of business applications, experienced with industry standard testing tools and techniques, and management. Proven ability to work independently and lead a team.

Minimum Education: Bachelor’s degree

Software Engineer II (SIN 54151S) Functional Responsibility: Designs and develops software applications. Performs coding, debugging, testing, and troubleshooting throughout the application development process. Executes complex software testing tasks, reviewing results for correctness and adherence to the design concept and user standards. Typically reports to a manager. Coordinates with the program/project manager to ensure project deadlines are met. Services provided include:

• monitor applications and software systems

• carry out stress testing, performance testing, functional testing, user acceptance testing, and scalability testing (includes QA support)

• write and execute test scripts

• run manual and automated tests

• test in different environments including web and mobile

• design tests to mitigate risk

• present findings to software development and business user teams

Minimum Experience: Three (3) years of relevant experience with industry standard software testing tools and techniques

Minimum Education: Bachelor’s degree

Software Engineer I (SIN 54151S) Functional Responsibility: Designs and develops software applications. Performs coding, debugging, testing, and troubleshooting throughout the application development process. Executes software testing tasks, reviewing results for correctness and adherence to the design concept and user standards. Typically reports to a manager.

Coordinates with the program/project manager to ensure project deadlines are met. Services provided include:

• monitor applications and software systems

• carry out stress testing, performance testing, functional testing, user acceptance testing, and scalability testing (includes QA support)

• write and execute test scripts

• run manual and automated tests

• test in different environments including web and mobile

• design tests to mitigate risk

• present findings to software development and business user teams

Minimum Experience: One (1) year of relevant experience with industry standard software testing tools and techniques

Minimum Education: Bachelor’s degree

Document Specialist (SIN 541611) Functional Responsibility: Assists in collecting and organizing information for preparation of user manuals, training materials, installation guides, proposals, and reports. Edits functional descriptions, system specifications, user manuals, special reports and any other customer deliverables and documents. Assists in performing financial and administrative functions. Must demonstrate the ability to work independently or under only general direction.

Minimum Experience: Five (5) years of relevant experience with a least two (2) years of experience in editing documents, including technical documents.

Minimum Education: Bachelor’s Degree

Technical Writer (SIN 54151S) Functional Responsibility: Creates complex business / functional requirements and technical design documentation based on a clear understanding of the business needs and applications being developed.

Partners with development team to manage the flow of information among project teams to ensure successful delivery.

Minimum Experience: Three (3) years of experience as a technical writer

Minimum Education: Bachelor’s Degree

Service Contract Act: The Service Contract Act (SCA) is applicable to this contract as it applies to the entire MAS and all services provided. While no specific labor categories have been identified as being subject to SCA due to exemptions for professional employees (FAR 22.1101, 22.1102 and 29 CRF 541.300), this contract still maintains the provisions and protections for SCA eligible labor categories. If and / or when the contractor adds SCA labor categories / employees to the contract through the modification process, the contractor must inform the Contracting Officer and establish a SCA matrix identifying the GSA labor category titles, the occupational code, SCA labor category titles and the applicable WD number. Failure to do so may result in the cancellation of the contract.

Change and Innovation Agency, L.L.C. • 105 E. Mill Street • Liberty, MO •64068•

(855) 904-4242 • www.changeagents.info

SOFTWARE AS A SERVICE AGREEMENT

SECTION 1. DEFINITIONS

Agreement shall mean this Software as a Service Agreement and, any Order Forms, and all exhibits, schedules and appendices attached to the foregoing or incorporated by reference.

CIA shall mean Change and Innovation Agency, L.L.C. a Missouri limited liability company doing business at 105 E. Mill Street, Liberty, MO 64068-2353.

Client Data shall mean all information, content and data recorded or stored in Current for Client.

Confidential Information shall mean (a)reserved, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing party, specifically including, without limitation, Current, software, documentation, end-user materials, Work Product, Intellectual Property, trade secrets, manuals and documentation, protocols, routines, models, formulas, algorithms, techniques, research, marketing, pricing, security procedures, proposals, designs, concepts, methodologies, inventions, source or object codes, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how”, procedures, financial information or licensing policies and (c) any other information clearly labeled by the disclosing party in writing as “confidential” prior to its disclosure. Confidential Information also shall include information provided before or after the effective date of the Agreement. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of this Agreement; (iii) information independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.

Fees shall mean the fees, costs, expenses and any other charges for Current and the Services as set forth in any Order Form in accordance with the GSA Schedule Pricelist.

Intellectual Property shall mean all intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; (b) any work of authorship, regardless of copyright ability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name or service mark; and (d) any other intellectual property, proprietary or similar rights, including all goodwill pertaining thereto and in each case, on a worldwide basis.

Order Form shall mean any addenda, proposals or exhibits other order forms attached hereto and/or incorporating these terms and conditions executed by the Parties pursuant to which Client may access Current and order other Services from CIA. Order

Forms may only be submitted during the term of this Agreement and will become effective upon execution by both Parties. All Order Forms shall be subject to the terms set forth in this Agreement. In the event any provisions contained in an Order Form expressly conflict with any terms, conditions or clauses contained in this Agreement, the provisions of the Order Form shall govern only as to any conflicting matters related to the Services and/or Work Product set out in the Order Form.

Current shall mean CIA's proprietary web-based process management system.

Parties shall mean Client and CIA.

SaaS shall mean CIA's web-based software process management system, Current, which is being offered to Client as a service.

Services shall mean the services to be provided by CIA identified in any Order Form.

User shall mean an employee or independent contractor of Client that Client authorizes to use Current on Client's behalf.

Work Product shall mean all deliverables and related Intellectual Property delivered by CIA to Client pursuant to any Order Form.

SECTION 2. GRANT OF ACCESS

2.1 Grant of Access. For the term set forth in the Order Form, CIA grants to Client use of and/or access to Current via CIA's cloud as set forth in the Order Form(s). The foregoing access to Current shall be solely for Client’s internal purposes for the term specified in the applicable Order Form. Client shall have the right to use and reasonably reproduce any documentation provided hereunder in order to satisfy its own internal requirements provided that such reproduction shall solely be for the use of Client and shall contain CIA’s proprietary and other notices at all times.

2.2 Client Responsibilities. Client will: (i) cause Users to comply with this Agreement; (ii) be responsible for the Client Data; (iii) use reasonable efforts to prevent unauthorized access or use of the Services and promptly notify C!A if Client discovers any unauthorized access or use; and (iv) use the Services in accordance with this Agreement.

2.3 Restrictions. Only Users may use the Services and only with the account credentials issued to that User. Users may not share their account credentials. Client will not, and will not permit any third party to: (i) use the Services except as expressly authorized under this Agreement; (ii) interfere with or disrupt the integrity or performance of the Services; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Services available; (iv) remove any title, trademark, copyright, or restricted rights notices or labels from the Services; (v) modify or create a derivative work of the Services or any portion of the Services; (vi) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, object code, underlying structure, storage design or algorithms of the Services.

2.4 Security. Client is solely responsible for maintaining security of all User names and passwords granted to it, for the security of its information systems used to access Current, and for its Users' compliance with the terms of this Agreement. C!A will act as though any electronic communications it receives under Client's User names have been sent by Client. Client will immediately notify C!A if it becomes aware of any loss or theft or unauthorized use of any Client's passwords or User names. C!A has the right at any time to temporarily suspend access to any User or to Client if C!A believes in good faith that such suspension is necessary to preserve the security, integrity, or accessibility of Current or CIA's network.

2.5 Prohibitions. Under no circumstances may Client modify, decompile, reverse compile, disassemble or reverse engineer Current, or grant any other person or entity the right or access to do so, without the advance written consent of CIA. Except as expressly authorized by this Agreement, Client shall not unbundle, sublicense, assign, transfer, display, distribute, rent, or lease Current or any portion thereof to any third party. Client may not use any interface other than that contained within Current to transfer data into the database portions of Current without CIA’s prior written approval.

2.6 Copyright and Title. As between the Parties, Client

acknowledges that CIA claims and reserves all rights and benefits afforded under federal and international copyright or other laws relating to Intellectual Property in Current and any other information and materials furnished to Client (including any modified or derivative works based thereon). This Agreement does not affect any transfer of title or other interest in or to Current or any other information and materials, and Client hereby expressly disclaims any such interest therein. CIA shall remain entitled to enforce its rights and other interests in Current and any other information and materials produced or disclosed in connection therewith. Client shall use its best efforts to ensure that all permitted persons afforded access to Current and any other information and materials produced or disclosed in connection therewith protect the same against unauthorized use, dissemination or disclosure.

2.7 Reserved Rights. All rights not specifically granted to Client hereunder are reserved by CIA. Nothing herein shall prevent CIA or its licensors from promoting, providing, licensing or sublicensing Current or providing any Services to other parties.

2.8 Suggestions. C!A shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, ideas, technology, developments, derivative works, recommendation or other feedback provided by Client, including Users, relating to the operation of the SaaS Services.

2.9 License from Client. Subject to the terms and conditions of this SaaS Agreement, Client shall grant to C!A a limited, non-exclusive and non-transferable license, to copy, configure, perform, display and transmit Client Data solely as necessary to provide the SaaS

Services to Client.

SECTION 3. OBLIGATIONS OF THE PARTIES

3.1 General Technological Obligations. Unless otherwise set

forth in any Order Form, Client shall have the sole responsibility for acquiring, installing and maintaining its own technology environment and equipment necessary to properly access, operate and utilize Current, including, without limitation, PCs, operating systems, servers, Internet access, LANs and WANs, for any communications or other costs incurred in operating, using, and servicing Current, and for any expenses relating to the foregoing, except for updating/upgrading, maintaining, and supporting Current through its web-based cloud, which Services CIA expressly agrees to provide. Client shall be responsible for determining the suitability of Current for its operations and whether Current will achieve the results Client desires. Client shall be responsible for selecting and training adequate personnel with the requisite experience necessary to operate Client’s systems and who are familiar with Client’s records associated with Current. Client shall establish adequate operational back-up systems and procedures to ensure recovery and continuity of its systems and operations in the event of a failure. Client shall be responsible for ensuring the accuracy of any data input into Current, ensuring and confirming the accuracy of any data or results created or output by Current prior to use, and undertaking procedures to test, identify and correct any errors or omissions relating to the foregoing. Client shall be responsible for ensuring that any damaged media is replaced and reconstructed. Client shall be solely responsible for the security and confidentiality of any usernames or passwords granted to Client to access Current, and shall limit disclosure of such usernames and passwords to its employees and other authorized representatives. Client shall be solely responsible for any authorized or unauthorized access to Current using such usernames and passwords, and any actions taken thereunder.

Client shall limit use of access to Current solely to those of its employees whose duties require such use and access and shall undertake best efforts to ensure that CIA’s Confidential Information and the CIA Intellectual Property are kept secure.

3.2 Access. Client shall provide to CIA access to its personnel, facilities, databases, systems, information, security clearances, and any other reasonable assistance to facilitate the performance by CIA of its obligations under this Agreement, and to ensure Client’s compliance with the terms and conditions of this Agreement.

3.3 Site Preparation. Client agrees to prepare its equipment, at Client’s sole expense, for access to Current in accordance with the specifications communicated to Client by CIA. Client will provide all assistance reasonably required by CIA to permit access to Current.

3.4 Client Information. CIA will provide the SaaS according to the information provided by Client and the assumptions set forth in the applicable Order Form. If the information provided by Client or the assumptions are incorrect, then Client may need to purchase additional Software, products or Services and pay additional Fees to achieve full functionality.

3.5 Compliance with Laws. Client shall comply with any and all local, state, federal or other laws applicable to the use or disclosure of any data input into or output from the SaaS.

3.6 Additional Obligations. Client and CIA shall be responsible for such additional obligations, if any, as set forth in this Agreement, including any attached Order Form, exhibits and schedules hereto.

SECTION 4. SOFTWARE AND SERVICES

4.1 Maintenance and Support. For so long as Client continues

to comply with the terms of this Agreement and the Order Form, CIA shall provide the SaaS set forth in the Order Form and Client will have a remote access connection to access Current of a speed and characteristic reasonably required by CIA. Client's proper connectivity for which this Section calls shall be a condition precedent to CIA’s warranty, maintenance and support obligations.

4.2 Additional Services. Client may engage CIA to provide

certain hosting, installation, implementation, development, customization, training, data conversion and other services set forth in Order Form for an additional Fee. Client acknowledges that data conversion is subject to the likelihood of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage, and that CIA shall not be liable for any such errors, omissions, delays or losses unless caused by its gross negligence or intentional misconduct.

4.3 Place of Performing Services. Unless otherwise noted in an Order Form, CIA will perform any Services pursuant to this Agreement at (i) CIA’s premises, (ii) Client’s premises Monday through Friday, 7:30 a.m. to 6:00 p.m. Central time, as agreed by CIA, or (iii) any other time or location as mutually agreed to between the Parties.

4.4 Scope of Work Changes. Client may from time to time make

changes in the scope of work set forth in an Order Form.

Variations to the scope of work, to the Services or to the specifications or delivery dates may incur additional Fees. Such changes must be in writing and accepted by both Parties to be effective; provided that, CIA, at its sole discretion, may accept the verbal instruction of Client or its representatives to make such variations. If any such change causes an increase or decrease in the estimated Fees or causes a schedule change from that originally agreed upon, CIA will provide written notice to Client of the change in Fees or scheduling. An addendum or exhibit or new Order Form, acceptable to both Parties, reflecting the changes will be promptly initiated and executed by the Parties.

4.5 Delivery. CIA will make reasonable efforts to perform the Services and/or deliver the Work Product and any other deliverables by the dates set forth in an Order Form or mutually agreed upon by the Parties in a separate document. In the event Client fails to meet a Client obligation by the date set forth in an Order Form, or mutually agreed upon by the Parties in a separate document, the delivery dates set forth in the Order Form impacted by such failure, in CIAs’ sole discretion, shall be automatically extended to the extent of Client’s failure. Installation and acceptance shall be deemed to have occurred when Client is granted access to CIA's cloud-based process management system set out on the Order From.

SECTION 5. FEES AND PAYMENT

5.1 Fees. Client shall pay CIA or its authorized reseller as

applicable Fees in the amount, at the times and in the manner set forth in the applicable Order Form in accordance with the GSA Schedule Pricelist. . CIA shall state separately on invoices taxes excluded from the fees, and the Client agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with 552.212-4(k). If Client is exempt from any such taxes, Client shall provide a copy of its tax exemption certificate or other necessary documentation at the time of the signing of this Agreement. CIA shall honor such exemption only to the extent it is satisfied, in its sole discretion, that such documentation provides a valid basis for a tax exemption.

5.2 Payment. If Client does not comply with CIA’s payment

terms, CIA may at CIA’s sole option and pursue any or all of the following remedies: (i) collect interest at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.; (ii)reserved; and/or (iii) any other remedies available at law or in equity.

5.3 Reimbursement of Expenses. Unless otherwise noted in an

Order Form, Client shall reimburse CIA for any reasonable out-of-pocket expenses actually incurred by CIA and approved in advance by Client relating to CIA’s performance of its obligations under this Agreement in accordance with the GSA Schedule Contract, and FAR 31.205-46 and the Federal Travel Regulation

(FTR).

SECTION 6. TERM & TERMINATION

6.1 Term. This Agreement shall remain in effect from the date of execution set forth in the initial Order Form, and will continue for the Initial Term and the Renewal Term set forth in each applicable Order Form.

6.2 Termination with Cause. When the End User is an

instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, CIA shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

6.3 Consequences Upon Termination. Upon the termination or

expiration of this Agreement, (a) Client’s access to Current and CIA’s obligations to provide access to Current and Services shall immediately and automatically terminate, Client shall cease all access to and use of Current, and Client shall not thereafter use, advertise, or display any CIA Intellectual Property, (b) Client shall immediately return to CIA all CIA Intellectual Property and Confidential Information and any other property, equipment and materials provided to Client by CIA, or immediately destroy such property at CIA’s sole option, (c) each party shall promptly remove from its web site any links or other references to the other party’s site, products or services, and (d) Client shall certify its compliance with this Section to CIA in writing.

For the avoidance of doubt, anything that is stored by a party on routine back-up media for the purpose of disaster recovery will be subject to destruction in due course. Notwithstanding the foregoing, latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that can customarily only be retrieved by computer forensics experts and are generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for return or destruction of Confidential Information as set forth by this Section. Should either Party maintain Confidential Information in any of the aforementioned methods, the Party's duty to keep such information confidential shall continue as to such information as otherwise provided herein.

SECTION 7. LIMITED WARRANTIES, DISCLAIMER & LIMITATION

OF LIABILITY

7.1 Limited Warranty and Remedy. For Current which is hosted by CIA on CIA hardware or equipment for use by Client remotely, CIA warrants that, for one (1) year from the date of installation, Current, as delivered, will perform substantially in accordance with the material technical specifications for Current provided by CIA in writing to Client. In the event of any defect covered by this limited warranty, Client shall notify CIA of the defect within ten (10) days of discovery by Client of the defect and provide CIA with any and all information deemed by CIA to be necessary to allow CIA to reproduce and correct the defect. CIA will then endeavor to correct such defect by issuing corrected instructions, a restriction or a bypass. In the event CIA is unable to correct such defect after a reasonable opportunity, CIA may, in its sole discretion, refund the Fees paid for SaaS. CIA IS NOT RESPONSIBLE FOR ANY DEFECT

CAUSED BY OR THAT OTHERWISE RESULTS FROM MODIFICATIONS,

MISUSE OR DAMAGE TO CURRENT MADE, PERMITTED OR

OTHERWISE CAUSED BY CLIENT IN WHOLE OR IN PART. THE

FOREGOING LIMITED REMEDY IS CLIENT’S SOLE AND EXCLUSIVE

REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY.

7.2 Service Levels. For Current which is hosted by CIA on CIA hardware or equipment for use by Client remotely as SaaS, CIA warrants that Current will be available according to the service levels set forth in the Order Form. In the event Client discovers a defect covered by this limited warranty, Client shall notify CIA of the defect within ten (10) days of discovery by Client of the defect and provide CIA with any and all information deemed by CIA to be necessary to diagnose and resolve such defect. CIA IS NOT

RESPONSIBLE FOR ANY DEFECT CAUSED BY OR THAT OTHERWISE

RESULTS FROM MODIFICATIONS, MISUSE OR DAMAGE TO

CURRENT MADE, PERMITTED OR OTHERWISE CAUSED BY CLIENT IN

WHOLE OR IN PART. THE FOREGOING LIMITED REMEDY IS CLIENT’S

SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING

LIMITED WARRANTY.

7.3 Disclaimer. WITH THE EXCEPTION OF THE LIMITED

WARRANTIES SET FORTH IN SECTIONS 7.1 AND 7.2, CURRENT AND

ANY SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED

“AS IS” WITHOUT WARRANTY OF ANY KIND, AND CIA HEREBY

DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO

CURRENT OR ANY SERVICES PROVIDED PURSUANT TO THIS

AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY,

GUARANTEE, OR REPRESENTATION REGARDING THE USE, OR THE

RESULTS OF THE USE OF CURRENT IN TERMS OF CORRECTNESS,

ACCURACY, RELIABILITY OR OTHERWISE. CIA DOES NOT WARRANT

THAT CURRENT WILL BE ERROR-FREE IN ALL CIRCUMSTANCES.

CLIENT ACKNOWLEDGES AND AGREES THAT CERTAIN DATA IS

PROVIDED BY CLIENT AND OTHER SOURCES, AND CIA DOES NOT

VERIFY, ERROR-CHECK OR WARRANT THE ACCURACY OR FITNESS

OF ANY SUCH INFORMATION. THE SAAS IS NOT A BACKUP SERVICE

FOR STORING CONTENT OR OTHER DATA, AND CIA SHALL HAVE NO

LIABILITY REGARDING ANY LOSS OF DATA. CLIENT SHALL BE

SOLELY RESPONSIBLE FOR CREATING BACKUPS OF ANY DATA

PROVIDED. CIA MAKES NO WARRANTY AND ASSUMES NO

RESPONSIBILITY OR LIABILITY WITH REGARD TO ANY RELATIONAL

DATABASE SOFTWARE OR SERVERS, OR ANY THIRD PARTY

HARDWARE, EQUIPMENT OR SOFTWARE WITH WHICH THE SAAS

MAY BE REQUIRED TO COMMUNICATE OR OPERATE.

7.4 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CIA

BE LIABLE TO CLIENT OR TO ANY THIRD PARTIES FOR ANY INDIRECT,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE

DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS

AGREEMENT, ANY SERVICES PROVIDED HEREUNDER, CURRENT OR

THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION,

CLIENT’S USE OR INABILITY TO ACCESS AND USE CURRENT, ANY

CHANGES TO OR INACCESSIBILITY OF CURRENT, DELAY, FAILURE,

UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY

TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR

RECEIVED OR NOT SENT OR RECEIVED, OR THE ACCURACY OF ANY

DATA OR INFORMATION PROVIDED BY OR THROUGH CURRENT,

WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF

CONTRACT, TORT OR OTHERWISE AND EVEN IF CIA WAS INFORMED

OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT,

DESPITE THE LIMITED REMEDY PROVIDED IN SECTIONS 7.1 AND 7.2,

CIA IS FOUND LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL

CIA’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED AN AMOUNT

EQUAL TO THE TOTAL FEES PAID BY CLIENT WITHIN THE

IMMEDIATELY PRECEEDING TWELVE-MONTH PERIOD. THE

DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY

AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE

PARTIES IN ORDER FOR CIA TO PROVIDE AND FOR CLIENT TO OBTAIN

ACCESS TO CURRENT AND SERVICES FOR THE SPECIFIED FEES. THE

FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1)

PERSONAL INJURY OR DEATH RESULTING FROM LICENSOR’S

NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR

WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.

7.5 Reserved.

7.6 Indemnification by CIA. CIA shall indemnify, have the right to intervene to defend, and hold Client and its officers, members, managers, shareholders, directors, employees, agents and affiliates (each, a “Client Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees and court costs resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against any Client Indemnified Party relating to infringement of any United States patent or copyright by Client’s use of Current; provided that, such cost, liability, loss, or expense was not caused, in whole or in part, by an unauthorized change, modification or adaptation of Current by Client. CIA may, at its option, secure at its own expense a right for Client to continue to use Current or may replace Current with software of comparable type, quality and specifications that does not infringe a third party’s rights.