MAS - Caci, Inc. - Commercial - GS25F0131M

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SERVICE 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!, a menu-driven database system. The INTERNET address for GSA Advantage! Is: GSAAdvantage.gov.

Multiple Award Schedule

SIN 493110RM Physical Records Management Services SIN 518210DC Document Conversion Services

SIN 541611LIT Litigation Support Services SIN 518210ERM Electronic Case Records Management

SIN OLM Order-Level Materials (OLMs)

CONTRACT NUMBER: GS-25F-0131M

For more information on ordering from Federal Supply Schedules, click on the FSS Schedules button at http:\\www.fss.gsa.gov.

CONTRACT PERIOD: February 12, 2017 through February 11, 2022

CACI, INC. - COMMERCIAL

14370 Newbrook Drive Chantilly, VA 20151

Contacts: Ted Buford, tbuford@caci.com

Telephone: (703) 679-4177 Facsimile: (703) 697-3101 Website: www.caci.com

Email: cacigsa@caci.com

Large Business

Pricelist effective: July 16, 2020

Prices shown herein are net (discount deducted) http://www.fss.gsa.gov/ mailto:tbuford@caci.com http://www.caci.com/ mailto:cacigsa@caci.com

CACI is the premier provider of Federal litigation support and records management services. Founded in 1962, CACI has grown from a two- person software development firm to a diversified corporation with over 14,000 employees and more than 120 offices in major cities of North America and Western Europe. CACI has developed systems and applications, performed system integration, and provided a wide range of professional services to Federal, state and local agencies.

CACI offers commitment, responsiveness, data security and reliability. Our commitment to the federal legal and records management communities is validated by our support for almost 1,800 cases and projects over the past 28 years. With a commitment to continuous process improvement, we have developed standardized process and training, documented lessons learned from other contracts and cases, and applied technological solutions to records management and legal support, and information management problems. Our legacy of support to our Federal clients, as reflected by our deep functional experience and information technology expertise, has continued to bring customers increased levels of efficiency, quality, and innovation.

Contents

1a. MAS SIN

1b. Lowest Price Model Numbers

1c. Commercial Job Titles, Experience, Functional Responsibility and Education

2. Maximum Order

3. Minimum Order

4. Geographic Coverage

5. Points of Production

6. Discount

7. Quantity Discounts

8. Prompt Payment Terms

9a. Government Purchase Cards

9b. Government Purchase Cards

10. Foreign Items

11a. Time of Delivery

11b. Expedited Delivery

11c. Overnight and 2-day Delivery

11d. Urgent Requirements

12. F.O.B Points

13a. Ordering Address

13b. Ordering Procedures

14. Payment Address

15. Warranty Provision

16. Export Packing Charges

17. Terms and Conditions of Government Purchase Card acceptance

GS-25F-0131M CACI INC. - COMMERCIAL

18. Terms and Conditions of Rental, Maintenance, and Repair

19. Terms and Conditions of Installation

20. Terms and Conditions of Repair Parts

20a. Terms and Conditions of Other Services

21. List of Service and Distribution Points

22. List of Participating Dealers

23. Preventive Maintenance

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants)

24b. Section 508

25. Data Universal Number System (DUNS) Number

26. Registration in Central Contractor Registration (CCR) database

27. Terms and Conditions Applicable to SIN 51 600 Electronic Records Case Management

28. End User License Agreement and Software Support Services Agreement Applicable to SIN 51-

29. Vendor Certification for SIN 51 600 – Electronic Records Management Solutions

Description of Document Conversion Services

Professional Labor Category Descriptions

Labor Category Rates (Applicable to all SINS)

1a. Multiple Award Schedule SIN This Contract covers the following Special Item Numbers (SINs):

493110RM – Physical Records Management Services Includes capabilities to manage the movement, manipulation, archiving, security, and management of physical records, including any ancillary supplies and/or services necessary to provide a total physical records management solution.

518210DC– Document Conversion Services Includes scanning of the original document's text and images, converting the information to digital data, transferring the data to a new media file, and formatting the information for use in a document imaging and storage system.

Customized coding and indexing options are also available as part of the document conversion process.

541611LIT– Litigation Support Services Includes a wide range of services that aid the customers in obtaining, organizing, analyzing and presenting evidence or materials for legal matters. Services include, but are not limited to: document acquisition, document preparation and organization, data extraction from forensic images, document analysis, technical support, and project management.

(NOTE: Services which involve actual litigation activities including entries of appearance(s) on behalf of government entities unsupervised by government counsel are not included and will not be procured under this SIN.)

51 600 – Electronic Records Management Solutions Electronic Records Management Solutions provide a comprehensive capability to solve the complex challenges posed by the movement, manipulation, archiving, security, and management of electronic records. The vendor provides professional management and administrative support personnel with the necessary skills to perform effective record management services for both classified and/or unclassified records. The services are provided using either Government or vendor equipment and facilities or a combination of both. The objective of electronic records management services is to permit the access, maintenance, control, storage, disposition, and transfer of electronic records. Includes any ancillary supplies and/or services necessary to provide a total electronic records management solution.

36 500 – Order-Level Materials (OLMs) OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or BPA level, but at the order level.

Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

OLMs are procured under a special ordering procedure that simplifies the process for acquiring supplies and services necessary to support individual task or delivery orders placed against a Schedule contract or BPA. Using this new procedure, ancillary supplies and services not known at the time of the Schedule award may be included and priced at the order level.

OLM SIN-Level Requirements/Ordering Instructions:

OLMs are:

- Purchased under the authority of the FSS Program

- Unknown until an order is placed

- Defined and priced at the ordering activity level in accordance with GSAR clause 552.238-115 Special Ordering Procedures for the Acquisition of Order-Level Materials. (Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs)

- Only authorized for use in direct support of another awarded SIN.

- Only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-Hour (LH) Contract Line Item Number (CLIN)

- Subject to a Not To Exceed (NTE) ceiling price

OLMs are not:

- "Open Market Items."

- Items awarded under ancillary supplies/services or other direct cost (ODC) SINs (these items are defined, priced, and awarded at the FSS contract level) OLM Pricing:

- Prices for items provided under the Order-Level Materials SIN must be inclusive of the Industrial Funding Fee (IFF).

- The value of OLMs in a task or delivery order, or the cumulative value of OLMs in orders against an FSS BPA awarded under an FSS contract, cannot exceed 33.33%.

1b. Lowest Price Model Numbers:

Not applicable

1c. Commercial Job Titles, Experience, Functional Responsibility and Education:

See Professional Labor Category Descriptions

2. Maximum Order

SIN 493110RM $1,000,000

SIN 518210DC $1,000,000

SIN 541611LIT $1,000,000

SIN 518210ERM $1,000,000

3. Minimum Order $100

4. Geographic Coverage Worldwide

5. Points of Production Not applicable

6. Discount Prices shown herein are net (discount deducted)

7. Quantity Discounts Additional volume discounts are earned as follows:

INITIAL FUNDED AMOUNT OF ORDER DISCOUNT EARNED

$0 - $500,000 0% $500,001 - $1,000,000 2% $1,000,001 - $2,500,000 3% $2,500,001 or more 5%

*All items offered under SIN 518210ERM are not subject to the Quantity Discount

8. Prompt Payment Terms None

9a. Government Purchase Cards Accepted at or below the micro-purchase threshold

9b. Government Purchase Cards Accepted above the micro-purchase threshold

10. Foreign Items Not applicable

11a. Time of Delivery As indicated in individual orders

11b. Expedited Delivery Not applicable

11c. Overnight and 2-day Delivery Not applicable

11d. Urgent Requirements When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies 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 agency, 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. Agencies can also contact the Contractor’s representative at (703) 679-4177.

12. F.O.B Points FOB Destination for geographic scope of this contract: 48 Contiguous States and the District of Columbia

13a. Ordering Address

CACI, INC – COMMERCIAL

Attn: GSA Sales/Ted Buford 14370 Newbrook Drive Chantilly, VA 20151 Phone: (703) 679-4177 Fax: (703) 679-3101

13b. Ordering Procedures:

For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment Address

CACI, INC. – COMMERCIAL

P.O. Box 418801 Boston, MA 02241-8801

15. Warranty Provision As stipulated by Inspection and Acceptance requirements of individual orders

16. Export Packing Charges Not applicable

17. Terms and Conditions of Government Purchase Card acceptance No additional discounts granted for credit card usage

18. Terms and Conditions of Rental, Maintenance, and Repair Not applicable

19. Terms and Conditions of Installation Not applicable

20. Terms and Conditions of Repair Parts Not applicable

20a. Terms and Conditions of Other Services Not applicable

21. List of Service and Distribution Points Not Applicable

22. List of Participating Dealers Not Applicable

23. Preventive Maintenance Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants) Not Applicable

24b. Section 508 If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: http://www.caci.com/Contracts/508.shtml

The EIT standard can be found at: w ww.Section508.gov/.

http://www.caci.com/Contracts/508.shtml

25. Data Universal Number System (DUNS) Number 03-026-1817

26. Registration in Central Contractor Registration (CCR) database Registered

27. Terms and Conditions Applicable to SIN 51 600 Electronic Records Case Management

1. INSPECTION/ACCEPTANCE

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

2. GUARANTEE/WARRANTY

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

b. Contractor warrants that: (a) for a period of ninety (90) days after the date of government acceptance, the Software will perform the functions described in the accompanying written materials when operated on hardware and operating systems meeting the system requirements set forth in such documentation; and (b) for a period of one (1) year after the date of original delivery to you, that the media upon which the Software is delivered will be free from defects in materials and workmanship under normal use. CONTRACTOR SPECIFICALLY DOES NOT

WARRANT, AND HEREBY EXPRESSLY DISCLAIMS, ANY IMPLIED WARRANTIES

OF: MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE OR NEED;

ACCURACY OF INFORMATIONAL CONTENT; AND PERFORMANCE. THE EXPRESS

WARRANTY RECITED ABOVE IS EXCLUSIVE, AND IN LIEU OF ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED. Contractors exclusive and entire liability, and Government s sole and exclusive remedy, for breach of warranty, shall be, at Contractor s option, either: (a) return of the price paid for the Software when the Software is returned to Contractor along with a copy of Government s receipt; or (b) repair or replacement of the Software which does not conform to the Limited Warranty, and which is returned to Contractor with a copy of Government s receipt. Any replacement Software shall be warranted in accordance with this Limited Warranty for the remainder of the original warranty period, or thirty (30) days, whichever is longer.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

d. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, (INCLUDING, BUT NOT LIMITED TO, WHERE APPLICABLE, DAMAGES FOR LOSS TO OR DESTRUCTION OF COMPUTER

CODE, DATA OR INFORMATION, LOSS OF BUSINESS PROFITS, BUSINESS

INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY

LOSSES OR DAMAGES) ARISING FROM THE INSTALLATION, USE, OPERATION OF,

OR INABILITY TO USE THE SOFTWARE, EVEN IF CONTRACTOR HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER OF

DAMAGES IS TO BE CONSTRUED AS INDEPENDENT OF THE LIMITATION OF

REMEDIES CONTAINED IN THIS AGREEMENT. TO THE FULLEST EXTENT ALLOWED

BY APPLICABLE LAW, CONTRACTOR’S ENTIRE LIABILITY, AND GOVERNMENTS

SOLE AND EXCLUSIVE MONETARY REMEDY FOR ANY CLAIMS OR DEMANDS,

WHETHER FOUNDED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR

ANY OTHER LEGAL THEORY, ARISING FROM GOVERNMENTS INSTALLATION, USE,

OPERATION OF, OR INABILITY TO USE THE SOFTWARE, SHALL BE LIMITED TO AN

AMOUNT NOT EXCEEDING THE AMOUNT THE GOVERNMENT PAID FOR THE

SOFTWARE

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a Hot Line Technical Support Number (866) 611-8324 for the purpose of providing user assistance and guidance in the implementation of the software.

4. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: [Software as a Service] ☒ Software Maintenance as a Product

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

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

Software Maintenance as a product is billed at the time of purchase.

☒ Software Maintenance as a service 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 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 31U.S.C. 3324.

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

b. Invoices for maintenance service should be submitted to the ordering agency on a quarterly or monthly basis (or as otherwise specified by the ordering activity), after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT

DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

5. PERIODS OF TERM LICENSES AND SOFTWARE MAINTENANCE

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

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

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

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

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time.

Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE (Section 6 does not apply as term licenses are not currently available under Contract GS-25F-0131M).

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

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

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

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to [enter number] % of all term license payments during the period that the software was under a term license within the ordering activity.

7. TERM LICENSE CESSATION (Section 7 does not apply as term licenses are not currently available under Contract GS-25F-0131M).

a. After a software product has been on a continuous term license for a period of [0] months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the MAS-awarded terms and conditions, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

8. UTILIZATION LIMITATIONS

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

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

i. Title to and ownership of the software and documentation shall remain with the

Contractor, unless otherwise specified.

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

iii. Except as is provided in paragraph 9.b.(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

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

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

9. SOFTWARE CONVERSIONS

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license, the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license, conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

10. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

11. RIGHT-TO-COPY PRICING

The Contractor shall propose pricing for right-to-copy licenses.

28. End User License Agreement and Software Support Services Agreement Applicable to SIN 518210ERM NOTE: In accordance with Clause 552.212-4(s), the terms of solicitation 3FNJ-C1-000001-B take precedence over any Commercial Supplier Agreement (CSA) incorporated into contract GS-25F-0131M. In addition, Clause 552.212-4(w) incorporates specific language into all awarded CSA’s associated with contract GS-25F-0131M.

HighView® SOFTWARE PRODUCT LICENSE and LIMITED WARRANTY

IMPORTANT -- READ BEFORE INSTALLING:

This HighView® software product license agreement (the “Agreement”) is between the purchaser and/or the end-user of this software product ("you"), and R. M. Vredenburg and Co., a wholly-owned subsidiary of CACI Enterprise Solutions, Inc. ("Licensor"), for the HighView® software product furnished to you by the Licensor, which includes the software, associated media, and printed materials and documentation supplied with the software, (all of which is referred to, collectively, as the "Software"). This Agreement creates important legal rights and obligations, so please read it carefully before installing or using the Software. When the end user is an instrumentality of the US government, this agreement is a contract with the US Government and becomes effective when signed by the contractor and the GSA Contracting Officer as an addendum to the Contract. If this is an ID/IQ contract or Schedule Contract, ordering activities placing orders against the Schedule or ID/IQ contract are subject to this agreement as a term of the contract. This EULA (or TOS as applicable) shall bind the government, subject to federal law. This agreement shall not operate to bind a government employee or person acting on behalf of the government in his or her personal capacity.

Software Product License

1. Grant of Rights: Subject to the terms and conditions of this Agreement, Licensor grants to you a non-exclusive and non-transferable license to install and use, in object code form only, the Software solely for your internal business purposes on the total number of Licensed Computers for which a license fee has been paid (the “License”). A “Licensed Computer” is a workstation or computer that may be used only in conjunction with a single database management system ("DBMS") operating on a single server. You may not use the Software on one or more Licensed Computers in conjunction with more than one DBMS or more than one server without first obtaining authority to do so from Licensor, at Licensor's then-current terms and conditions. If you are licensing the Software on a “Named User” basis, you may install one copy of the object code version of the Software on a Licensed Computer for each of the total number of Named Users for which a “Named User” license fee has been paid. “Named Users” means the registered users you allow to use the Software, regardless of whether and when they actually do so. If you are licensing the Software on a “per Seat” basis, you may install and use one copy of the object code version of the Software on the specified number of Licensed Computers for which a “per Seat” license fee has been paid, regardless of whether or when the Software is actually used. If you are licensing the Software on a “Concurrent” basis, subject to any applicable workstation or server restrictions that may be set forth in Licensor’s commercial price list, you may install one copy of the object code version of the Software on an unlimited number of Licensed Computers (which means the workstations or computers must be used only in conjunction with a single database management system ("DBMS") operating on a single server). “Concurrent” use of the Software is limited to simultaneous access to the Software of up to the total number of users for which you have paid a concurrent license fee. Licensor reserves any rights not expressly granted to you herein.

2. Copyright: The Software is the proprietary product of Licensor and is protected by United States copyright law and international treaty provisions. All copyrights and other intellectual property rights in and to the Software and any part thereof are the property of Licensor or its third party software vendors. By virtue of this License, you acquire only the right to use the Software in accordance with this License, but acquire no title or ownership rights in or to the Software, or the medium upon which it is embodied, all of which rights are reserved expressly by Licensor. For each Licensed Computer, you may either: (a) make one additional copy of the Software, for archival or backup purposes exclusively; or (b) install the Software on one hard disk, provided you retain the original for archival or backup purposes. You may not make any copies of the printed materials or documentation that are supplied with and part of the Software, nor allow anyone else to do so. Additional copies of such materials are available from Licensor.

3. Termination: You agree that your right to use the Software, and the License granted to you hereunder, will terminate automatically if you violate any of the terms of this Agreement, or fail to timely pay any sums you owe to Licensor or resellers or distributors of the Software. In the event of termination, upon demand from Licensor, you must immediately return all copies of the Software to Licensor, and immediately remove from your computers and destroy all copies of the Software. When the end user is an instrumentality of the US government, this agreement is a contract with the US Government and becomes effective when signed by the contractor and the GSA Contracting Officer as an addendum to the Contract. If this is an ID/IQ contract or Schedule Contract, ordering activities placing orders against the Schedule or ID/IQ contract are subject to this agreement as a term of the contract. This EULA (or TOS as applicable) shall bind the government, subject to federal law. This agreement shall not operate to bind a government employee or person acting on behalf of the government in his or her personal capacity.

4. Other Restrictions: You acknowledge and agree that the internal structure and source code of the Software are Licensor’s trade secrets, the value of which would be destroyed by disclosure to the public. You agree that you will not copy (except for archival or backup purposes as specified herein), reverse engineer, decompile, disassemble, modify or make other works derived from the Software. You will not transfer, sublicense, export, rent, or lease the Software. You also will not use the Software to process the data of others, for third-party training, commercial time sharing, or service bureau use. Furthermore, you shall not knowingly permit anyone to use any portion of the Software, (a) for the purpose of deriving its source code, and (b) for purposes not authorized by the License.

5. End User Compliance: You agree to use all reasonable efforts to ensure that persons employed by you or under your direction and control abide by the terms and conditions of this Agreement. In the event you become aware that the Software is being used in a manner not authorized by this Agreement, you shall immediately use all reasonable efforts to have such unauthorized use of such Software immediately cease, and to recover any copies of the Software that were made in violation of this Agreement.

6. Third Party Software: When the end user is an instrumentality of the US Government no license terms bind the government unless included verbatim (not by reference) in the EULA/TOS and the EULA/TOS is made an attachment to the contract.

7. Technical Support and Upgrades: Technical support and Software upgrades may be obtained from Licensor under Licensor’s then-current terms and conditions and fees. No support services or upgrades are provided under this Agreement.

8. U.S. Government Rights: Commercial Computer Software, Use Governed By Standard Commercial License: If this Software is being acquired by or on behalf of the U.S. Government or by a U.S.

Government prime contractor or subcontractor (at any tier), then the U.S. Government and any prime contractor or subcontractor at any tier hereby acknowledge and agree that this Software qualifies as “existing computer software” (as defined in FAR 27.405(b)(2)), or “commercial computer software” (FAR 12.212; DFAR 227-7202 and 252.227-7014(a)(1)) or “restricted computer software” (as defined in FAR 27.401 and 52.227-14) as those or similar terms are used in the acquisition regulations applicable to the procurement, contract or purchase order, pursuant to which this Software is being acquired. Accordingly, in no event shall the U.S. Government or any prime contractor or subcontractor at any tier acquire any rights in the Software greater than those rights applicable to “restricted computer software” (see FAR 27.401), as set forth in FAR 52.227-19. To the extent the Software is obtained under a GSA Multiple Award Schedule, the Software “commercial computer software” subject to “restricted rights” or “restricted computer software” as specified therein. If not obtained under a GSA Multiple Award Schedule, the Software is “existing computer software” (FAR 27.405(b)(2) and 52.227-19), “commercial computer software” subject to “restricted rights” (FAR 52.227-19, DFAR 227.7202) or “restricted computer software” (FAR 52.227-14, Alternate III) and shall be marked in accordance therewith. The Software, including documentation, is copyrighted, and, as to source code, unpublished products of CACI Enterprise Solutions, Inc., and all rights not granted expressly herein are reserved.

9. Limited Warranty; Disclaimer of Other Warranties: Licensor warrants to you that: (a) for a period of ninety (90) days after the date of original delivery to you, the Software will perform substantially the functions described in the accompanying printed materials (which are part of the Software) when operated on hardware and operating systems meeting the system requirements set forth in such documentation; and (b) for a period of one (1) year after the date of original delivery to you, that the diskettes or other media upon which the Software is delivered will be free from defects in materials and workmanship under normal use. LICENSOR

SPECIFICALLY DOES NOT WARRANT, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL

IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF: MERCHANTABILITY;

FITNESS FOR ANY PARTICULAR PURPOSE OR NEED; ACCURACY OF INFORMATIONAL

CONTENT; NON-INFRINGEMENT AND PERFORMANCE. THE EXPRESS WARRANTY RECITED

ABOVE IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, AND LICENSOR HEREBY

EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED

OR ARISING BY TRADE CUSTOM OR USAGE. EXCEPT FOR THE EXPRESS WARRANTY

RECITED ABOVE, THE SOFTWARE IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK

AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCCURACY AND EFFORT IS WITH YOU.

10. Your Remedy For Breach of Warranty: Licensor’s exclusive and entire liability, and your sole and exclusive remedy, for breach of warranty, shall be, at Licensor’s option, either: (a) return of the price paid for the Software when the Software is returned to Licensor along with a copy of your receipt; or (b) repair or replacement of the Software which does not conform to the Limited Warranty, when the Software is returned to Licensor with a copy of your receipt. Any replacement Software shall be warranted in accordance with the foregoing Limited Warranty for the remainder of the original warranty period, or thirty (30) days, whichever is longer.

11. Infringement Indemnification: Licensor shall indemnify you against and defend any third party claim, suit or proceeding (including paying any settlement amounts agreed by Licensor or damages awarded by a court of final jurisdiction) with respect to claims that the Software infringes a third party’s United States copyright or patent; provided, however, that you shall notify Licensor in writing within thirty days of becoming aware of the claim, suit or proceeding and you shall. You may choose to be represented by counsel at your own expense.

You shall provide reasonable assistance requested by Licensor in the defense of any claim. Licensor shall reimburse you for reasonable out of pocket expenses incurred in providing such assistance. You shall immediately, upon notice of a claim, discontinue access to and use of the Software that is the subject of the claim of infringement. Licensor shall have no obligation to defend or indemnify you against a claim of infringement of intellectual property rights if such claim is based upon modifications made to the Software by you or a third party; operation, use or combination of the Software with materials not supplied by Licensor; or, if a claim of infringement could have been avoided by the use of a subsequent version or release of the Software. When the end user is an instrumentality of the US Government, representation of the US Government in any patent indemnity action is by the US Department of Justice.

In the event the Software is held or determined by Licensor to infringe, Licensor shall have the option, at its expense, to (i) modify the Software to be non-infringing; (ii) obtain for you the right to continue to use the Software; or (iii) terminate your License for the infringing Software and refund to you the license fees paid for the Software prorated over a three (3) year term calculated from delivery date. This section states Licensor’s entire liability and your exclusive remedy for claims that the Software or your use of the Software infringes any copyright, patent or other intellectual property right

12. NO LIABILITY FOR CONSEQUENTIAL/ INCIDENTAL DAMAGES/ LIMITATION OF

REMEDY TO PRICE PAID: IN NO EVENT SHALL LICENSOR OR ITS LICENSORS BE LIABLE FOR

ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS TO OR DESTRUCTION OF COMPUTER CODE, DATA

OR INFORMATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS

INFORMATION, OR ANY OTHER PECUNIARY LOSSES OR DAMAGES) ARISING FROM THE

INSTALLATION, USE, OPERATION OF, OR INABILITY TO USE THE SOFTWARE, EVEN IF

LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING

DISCLAIMER OF DAMAGES IS TO BE CONSTRUED AS INDEPENDENT OF THE LIMITATION OF

REMEDIES CONTAINED IN THIS AGREEMENT. TO THE FULLEST EXTENT ALLOWED BY

APPLICABLE LAW, LICENSOR'S ENTIRE LIABILITY, AND YOUR SOLE AND EXCLUSIVE

MONETARY REMEDY FOR ANY CLAIMS OR DEMANDS, WHETHER FOUNDED ON CONTRACT,

WARRANTY, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, ARISING FROM YOUR

INSTALLATION, USE, OPERATION OF, OR INABILITY TO USE THE SOFTWARE, SHALL BE

LIMITED TO AN AMOUNT NOT EXCEEDING THE AMOUNT YOU PAID FOR THE SOFTWARE.

13. Choice of Law/Forum: Acknowledgements: The parties agree that this Agreement shall be subject to, and the rights and obligations of the parties hereto construed in accordance with Federal law with precedence and, the substantive laws of Virginia second, without regard to the conflicts of laws provisions of such laws.

Any disputes arising from or relating to a party’s rights and obligations under this Agreement shall be determined in a state or federal court of competent jurisdiction located in Arlington County, Virginia, which shall be the exclusive forum and venue for resolution of such disputes. When the end user is an instrumentality of the US Government, this is a contract with the US Government and is subject to the Federal Acquisition Regulation. Venue, jurisdiction and statute of limitations for any disputes are determined by the applicable federal statute (federal tort claims act, contract disputes act, etc.).

The party prevailing in such action shall recover its reasonable attorneys’ fees and costs. When the end user of this contract is an instrumentality of the US Government equitable relief, award of attorney fees, costs or interest is only allowed against when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act.) Disputes will be resolved according to the Disputes clause, and binding arbitration will not be used. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, relating to the subject matter hereof. This Agreement shall not be modified or amended except in a writing signed by the authorized representative of you and Licensor and the terms herein shall prevail over the terms of your ordering form or acknowledgement document. Preprinted terms on any of your documents shall not apply. In the event any provision hereof is determined to be invalid, void or unenforceable, the remaining provisions shall not be affected, and the Court shall, to the greatest extent possible, give effect to the provisions of this Agreement in a manner that comports most closely with the intent of the parties as reflected herein.

Licensor Licensee R.M. Vredenburg & Co., a wholly

Owned subsidiary of CACI Enterprise Solutions, Inc.

Date: Date:

SOFTWARE SUPPORT SERVICES AGREEMENT

This Software Support Service Agreement (“Agreement”) is entered into between CACI Enterprise Solutions, Inc.

(“CONTRACTOR”), a Delaware Corporation, located at 14370 Newbrook Drive, Chantilly, VA 20151 and (“CUSTOMER”), located at

1. EXISTING LICENSE AGREEMENT: CUSTOMER has previously entered into a Software License Agreement

(“License”), granting CUSTOMER a limited license to install and use certain HighView commercial off the shelf (“COTS”) software and, if applicable, a license agreement to use certain application software products identified in Appendix 1 to this Agreement. This Agreement relates to the furnishing of support services for such software products and is conditioned upon CUSTOMER having a valid, current license for their use. Any corrective code, maintenance releases, new versions or documentation relating to these CONTRACTOR products that are furnished to CUSTOMER under this Agreement shall be provided in accordance with the terms and conditions of the applicable HighView software License.

2. SUPPORTED SOFTWARE AND FEES: The Software products to be supported under this Agreement

(“Supported Software”) and the fees for such support services are set forth in Appendix 1, which is attached to and incorporated into this agreement. Upon 30 days prior notice, CONTRACTOR shall have the right to increase the annual fees specified in Appendix 1, effective as of the commencement of the next 12-month software support services term.

3. SCOPE OF SUPPORT SERVICES: Under this Agreement, CONTRACTOR agrees to provide CUSTOMER with the software support services described in Appendices 1, 2, and proposal documents which are attached to and incorporated into this Agreement. (“Software Support Services”).

4. TERM AND TERMINATION:

a. The initial period for Software Support Services under this Agreement will commence upon date of delivery for a period of 12 months and will renew for continuous 12 month terms, unless terminated as provided in Subparagraphs (b) or (c) below.

b. Either party may terminate this Agreement at the conclusion of a 12-month term by providing the other party with written notice of termination at least 30 days prior to the conclusion of such term.

c. CONTRACTOR may terminate this Agreement for cause, including CUSTOMER’s non-payment of fees, at any time. CUSTOMER shall have 30 days from the date of written notification from CONTRACTOR to cure the breach. If the CUSTOMER fails to cure the breach within such time, this Agreement shall terminate immediately. Termination of this Agreement for cause does not release CUSTOMER of its obligation to pay all Software Support Service fees through the date of termination. Nor does a termination of this Agreement, for cause or otherwise, release CUSTOMER from its license obligations under the Software Product License Agreement for the Supported Software

d. CONTRACTOR may, based on written request from CUSTOMER, grant reinstatement of this Agreement if terminated due to CUSTOMER’S non-payment of fees following CONTRACTOR’S receipt of payment for all lapsed periods of coverage of this Agreement in addition to a return to service fee in the amount of 50% of the fee for one term (12 months) of this Agreement.

5. PAYMENT: Software support fees shall be invoiced on an annual basis in advance. Payment is due immediately and payable within 30 days of the date of invoice. Failure of CUSTOMER to pay Software Support Services fees when due shall be grounds for CONTRACTOR to suspend performance of Software Support Services and require the discontinuation of use and return of any software (including any patches and fixes, upgrades and updates) provided pursuant to this Agreement for which payment by CUSTOMER was not received. All payments shall be in U.S. dollars. No invoice under this Agreement shall be subject to credit for any period of CUSTOMER non-use for any reason of the Software Support Services.

CONTRACTOR may, based on written request from CUSTOMER, grant reinstatement of this Agreement if suspended due to CUSTOMER within 30 days of the date of invoice. Failure of CUSTOMER to pay Software Support Services fees when due shall be grounds for CONTRAC return to service fee in the amount of 50% of the fee for one term (12 months) of this Agreement.

6. LIMITED WARRENTY: CONTRACTOR DOES NOT WARRANT ANY SPECIFIC RESULTS UNDER ITS

SOFTWARE SUPPORT SERVICES, OR THAT THE OPERATION OF THE SUPPORTED SOFTWARE WILL

BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. CONTRACTOR WILL NOT BE

RESPONSIBLE FOR SUPPORT SERVICES TO CORRECT PROBLEMS RESULTING FROM OPERATOR

ERROR, MACHINE MALFUNCTION, OR THE MODIFICATION BY CUSTOMER OR THIRD-PARTY OF

THE SUPPORTED SOFTWARE. CONTRACTOR PROVIDES NO OTHER WARRANTIES EXPRESS,

IMPLIED, OR STATUTORY INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF

MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY: CUSTOMER AGREES THAT CONTRACTOR OR ITS SUBCONTRACTORS

AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO COSTS OF PROCURING

SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR

LOST PROFITS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE RENDERING

BY CONTRACTOR, ITS SUBCONTRACTORS, OR SUPPLIERS OF SOFTWARE SUPPORT SERVICES

HEREUNDER. IN NO EVENT WILL THE LIABILITY OF CONTRACTOR, ITS SUBCONTRACTORS, AND

SUPPLIERS EXCEED THE AMOUNT OF THE ANNUAL FEE FOR SOFTWARE SUPPORT SERVICES FROM

WHICH THE LIABILITY ARISES. THESE LIMITATIONS ARE CONTEMPLATED IN THE FEE AND SHALL

APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE PROTECTION AND BACK-UP OF ALL DATA AND

SOFTWARE.

8. ADDITIONAL SUPPORT SERVICES AND SITE CHARGES:

a. All Software Support Services provided by CONTRACTOR to CUSTOMER under this Agreement shall be performed remotely at CONTRACTOR’s site. CUSTOMER will be charged and CONTRACTOR shall be entitled to reimbursement for the cost of any media, messenger service, or express delivery service incurred on behalf of CUSTOMER.

b. In the event that CUSTOMER requests that CONTRACTOR personnel perform work at CUSTOMER’s site, CONTRACTOR, at…