Federal Supply Schedule GS35F0001M

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

GSA SCHEDULE 70

SIN 132-32/34 – TERM SOFTWARE LICENSES AND MAINTENANCE AGREEMENTS

SIN 132-50 – INFORMATION TECHNOLOGY SOFTWARE TRAINING COURSES

SIN 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D313 Computer Aided Design/Computer Aided Manufacturing Services FPDS Code D316 IT Network Management Services FPDS Code D317 Automated News Services, Data Services, or Other Information Services FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Note: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

SIN 132-62 – HSPD-12 PRODUCTS AND SERVICE COMPONENTS (FPDS D399)

Lockheed Martin Transportation & Security Solutions

A division of Lockheed Martin Corporation 9221 Corporate Boulevard, M/S: 869/4F131

Rockville, MD 20850 Telephone (301) 640-3414

Fax (301) 640-2408

Contract Number: GS-35F-0001M_______

Period Covered by Contract: October 1, 2001 to June 30, 2007_

Through Modification No.: PO-0008

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the

GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s Home Page via the Internet at http://www.fss.gsa.gov/

Lockheed Martin Corporation 9221 Corporate Boulevard, Rockville, MD 20850

TABLE OF CONTENTS

A. INFORMATION FOR ORDERING OFFICES

1. GEOGRAPHIC SCOPE OF CONTRACT:

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

3. LIABILITY FOR INJURY OR DAMAGE

4. STATICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF

STANDARD FORM 279:

5. FOB DESTINATION

6. DELIVERY SCHEDULE

7. DISCOUNTS:

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED:

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

10. SMALL REQUIREMENTS:

11. MAXIMUM ORDER

12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS:

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

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

16. GSA ADVANTAGE!

17. PURCHASE OF OPEN MARKET ITEMS

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

19. OVERSEAS ACTIVITIES

20. BLANKET PURCHASE AGREEMENTS (BPAS)

21. CONTRACTOR TEAM ARRANGEMENTS

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

23. SECTION 508 COMPLIANCE

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION

26. SOFTWARE INTEROPERABILITY

27. ADVANCE PAYMENTS

B. TERMS AND CONDITIONS - SPECIAL ITEM NUMBER 132-32/34

1. INSPECTION/ACCEPTANCE

2. GUARANTEE/WARRANTY

3. TECHNICAL SERVICES

4. SOFTWARE MAINTENANCE

5. PERIODS OF TERM LICENSES (132-32) AND MAINTENANCE (132-34)

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

7. TERM LICENSE CESSATION

8. UTILIZATION LIMITATIONS - (132-32 AND 132-34)

9. SOFTWARE CONVERSIONS - (132-32 AND 132-33)

10. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

11. RIGHT-TO-COPY PRICING

12. FUTUREPOINT™ PAL (SIN 132-33/34)

13. FUTUREPOINT™ PAL PRICING (SIN 132-33/34)

C. TERMS AND CONDITIONS - SPECIAL ITEM NUMBER 132-50

1. SCOPE

2. ORDER

3. TIME OF DELIVERY

4. CANCELLATION AND RESCHEDULING

5. FOLLOW-UP SUPPORT

6. PRICE FOR TRAINING

7. INVOICES AND PAYMENT

8. FORMAT AND CONTENT OF TRAINING

9. “NO CHARGE” TRAINING

D. TERMS AND CONDITIONS - SPECIAL ITEM NUMBER 132-51

1. SCOPE

2. PERFORMANCE INCENTIVES

3. ORDER

4. PERFORMANCE OF SERVICES

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

6. INSPECTION OF SERVICES

7. RESPONSIBILITIES OF THE CONTRACTOR

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

9. INDEPENDENT CONTRACTOR

10. ORGANIZATIONAL CONFLICTS OF INTEREST

11. INVOICES

12. PAYMENTS

13. RESUMES

14. INCIDENTAL SUPPORT COSTS

15. APPROVAL OF SUBCONTRACTS

16. DESCRIPTION OF IT/EC SERVICES AND PRICING

17. HOURLY LABOR RATE CATEGORIES FOR IT PROFESSIONAL SERVICES (SIN 132-51)

18. IT PROFESSIONAL SERVICES HOURLY BILLING RATES (SIN 132-51)

E. TERMS AND CONDITIONS - SPECIAL ITEM NUMBERS 132-60; 132-61; AND 132-62

1. ORDER

2. PERFORMANCE OF SERVICES

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

4. INSPECTION OF SERVICES

5. RESPONSIBILITIES OF THE ORDERING ACTIVITY

6. INDEPENDENT CONTRACTOR

7. ORGANIZATIONAL CONFLICTS OF INTEREST

8. INVOICES

9. PAYMENTS

10. RESUMES

11. INCIDENTAL SUPPORT COSTS

12. APPROVAL OF SUBCONTRACTS

13. DESCRIPTION OF AUTHENTICATION PRODUCTS, SERVICES AND PRICING

14. HOURLY LABOR RATE CATEGORIES FOR HSPD-12 SERVICES (SINS 132-62)

15. HSPD-12 PROFESSIONAL SERVICES HOURLY BILLING RATES (SIN 132-62)

16. HSPD-12 PRODUCT AND COMPONENT PRICING (SIN 132-62)

F. LIST OF PRODUCTS AND SERVICES DISTRIBUTION POINTS

G. USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION

H. BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

I. BLANKET PURCHASE AGREEMENT

J. BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

GSA Contract No.: GS-35F-0001M Page 1 GSA Schedule 70 Pricelist Printed September 2006

A. INFORMATION FOR ORDERING OFFICES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

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

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

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

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

1. GEOGRAPHIC SCOPE OF CONTRACT:

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

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

Offerors are requested to check one of the following boxes:

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

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

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

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

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

Ordering: Lockheed Martin Transportation & Security Solutions 9221 Corporate Boulevard, M/S: 869/4F31 Rockville, MD 20850

EIN: 52-1893632

PHONE: (301) 640-3414

GSA Contract No.: GS-35F-0001M Page 2 GSA Schedule 70 Pricelist Printed August 2006

FAX: (301) 640-2011

E-MAIL: ROBERT.L.MORGAN@LMCO.COM

Payment:

Check: JP Morgan Chase

P.O. BOX 23432

CHICAGO, IL 60673-7426 USA

Account #716486634

EFT: CITIBANK NA

c/o LOCKHEED MARTIN CORPORATION

NEW YORK, NY 10018 USA

ABA#: 021000089 A/C#: 30627381

The following telephone number(s) can be used by ordering agencies to obtain technical and/or ordering assistance:

Lockheed Martin Transportation & Security Solutions Robert L. Morgan III, Contracts Dept.

9221 Corporate Boulevard, M/S: 869/4F31 Rockville, MD 20850

(301) 640-3414

When Authorized Dealers are allowed by the Contractor to bill ordering activities and accept payment, the order and/or payment must be in the name of the Contractor, in care of the Authorized Dealer.

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF

STANDARD FORM 279:

Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 011367237 Block 30: Type of Contractor - C

A. Small Disadvantaged Business B. Other Small Business C. Large Business G. Other Nonprofit Organization L. Foreign Contractor

Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 52-1893632

4a. CAGE Code: 23892 4b. Contractor has/has not registered with the Central Contractor Registration Database.

GSA Contract No.: GS-35F-0001M Page 3 GSA Schedule 70 Pricelist

5. FOB DESTINATION

6. DELIVERY SCHEDULE

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

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-33/34/51/62 30 Days or as agreed to by ordering office and LM-TSS

b. Expedited Delivery Times: For those items that can be delivered quicker than the delivery times in paragraph (a), above, the Offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested.

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-33/34/51/62 30 Days or as agreed to by ordering office and LM-TSS

c. 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.

d. Overnight and 2-Day Delivery Times: Overnight and 2-Day Delivery Times. Ordering activities may require overnight or 2-day delivery. The Offeror is requested to annotate its price list or by separate attachment identify the items that can be delivered overnight or within 2 days.

Contractors offering such delivery services will be required to state in the cover sheet to its FSS price list details concerning this service.

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-33/34/62 LM-TSS will ship our products CONUS to ordering agencies. Ordering offices will be required to pay differential between freight charges and express charges where express deliveries are desired by the ordering activity.

7. DISCOUNTS:

Prices shown are NET Prices; Basic Discounts have been deducted.

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

b. Quantity

c. Dollar Volume

Cumulative Labor Hour Billings Discount on Increment $0 - $250,000 0% $250,001 - $500,000 0% $500,001 - $1,000,000 0% Over $1,000,000 0%

d. Government Educational Institutions (GEI) GEI are offered the same discounts as all other Government customers

GSA Contract No.: GS-35F-0001M Page 4 GSA Schedule 70 Pricelist

e. Discount for use of Government Commercial Credit Card

f. Other: Significant discounts may be available for engagements managed and staffed by our engineering services group. The Federal Government must commit to a consecutive 6-month period of performance and provide LM-TSS employees office supplies and services as required for performance at a non LM-TSS location to obtain government premise rates.

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

10. SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $500.

The minimum order for IT Professional Services is one (1) person-month of effort.

11. MAXIMUM ORDER

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

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

Special Item Number 132-33 - Perpetual Software Licenses

Special Item Number 132-34 – Maintenance of Software

Special Item Number 132-51 - Information Technology (IT) Professional Services

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

Special Item Number 132-50 - Training Courses

c. The Maximum Order value for the following Special Item Numbers (SINs) is $1,000,000:

Special Item Number 132-62 – HSPD-12 Product and Service Components

12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS:

Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine

GSA Contract No.: GS-35F-0001M Page 5 GSA Schedule 70 Pricelist whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS

PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use.

Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act.

Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

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

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

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

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such

GSA Contract No.: GS-35F-0001M Page 6 GSA Schedule 70 Pricelist certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1.)

16. GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is http://www.fss.gsa.gov/.

GSA Contract No.: GS-35F-0001M Page 7 GSA Schedule 70 Pricelist

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule;

and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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

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

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

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

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

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

Not Applicable

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical

GSA Contract No.: GS-35F-0001M Page 8 GSA Schedule 70 Pricelist personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAS)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable.

BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405- 3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.

For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis- Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8.

23. SECTION 508 COMPLIANCE.

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: www.lockheedmartin.com

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

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

GSA Contract No.: GS-35F-0001M Page 9 GSA Schedule 70 Pricelist

This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION

(JAN 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

GSA Contract No.: GS-35F-0001M Page 10 GSA Schedule 70 Pricelist

B. TERMS AND CONDITIONS - SPECIAL ITEM NUMBER 132-32/34

APPLICABLE TO TERM SOFTWARE LICENCES AND MAINTENANCE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any software that has been tendered for acceptance. The Government may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its postacceptance 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.

Warranty: LMC warrants that for 90 days the Software and Related Materials, when properly used in an operating environment including all pre-requisite software as specified in the product documentation, will operate substantially in conformity with the published documentation and the delivery media shall be free of defects. In the event of non-conforming Software or defective media, your sole remedy, at LMC’s option, shall be replacement of the defective Software or a refund of the license fees paid for the affected software. The Licensed Assets, if purchased, consist of representative, model processes. Licensee is cautioned that each process must be conformed both to the specific business of the Licensee and to the requirements of any applicable laws, conventions or standards that Licensee intends for its process assets to meet. The Licensed Assets are provided AS IS without any warranty whatsoever.

Warranty Disclaimer: LMC DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LMC DOES NOT

WARRANT THAT THE OPERATION OF SOFTWARE AND RELATED MATERIALS WILL BE

UNINTERRUPTED OR ERROR FREE.

Limitation of Liability: IN NO EVENT SHALL LMC BE LIABLE FOR COSTS OR PROCUREMENT

OF SUBSTITUTE GOODS OR SERVICES, LOSS OR INACCURACY OF DATA, LOST PROFITS,

LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN

CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOOD WILL, OR FOR ANY FOR DIRECT,

INDIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES RELATED TO

LICENSEE'S USE OF THE SOFTWARE AND RELATED MATERIALS, HOWEVER CAUSED, ON

ANY THEORY OF LIABILITY, EVEN IF LMC IS ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TOTAL LIABILITY, IF ANY ARISING OUT

OF THIS AGREEMENT OR LICENSEES USE OF THE SOFTWARE AND RELATED MATERIALS

SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE AND

RELATED MATERIALS GIVING RISE TO THE CLAIM.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

GSA Contract No.: GS-35F-0001M Page 11 GSA Schedule 70 Pricelist

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.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (800) 447-9955 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 12am to 12pm.

**Provide telephone number and hours of operation for technical support hot line; indicate applicable time zone for the hours of operation—i.e., Eastern time, Central time, Mountain time or Pacific time.**

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Maintenance and defect corrections, technical support, periodic updates, and product announcements

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

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

5. PERIODS OF TERM LICENSES (132-32) AND MAINTENANCE (132-34)

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.

**The phrase, “Term Licenses and/or Maintenance” in the preceding paragraphs may need to be revised in order to be consistent with the Offeror’s proposal; e.g., if only software maintenance is offered, all references to “term licenses” should be deleted from the preceding paragraphs.**

GSA Contract No.: GS-35F-0001M Page 12 GSA Schedule 70 Pricelist

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

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

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

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

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to 0% of all term license payments during the period that the software was under a term license within the Government.

7. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of N/A * 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.

**Each separately priced software product shall be individually enumerated, if different accrual periods apply for the purpose of perpetual license attainment.**

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

8. UTILIZATION LIMITATIONS - (132-32 AND 132-34)

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:

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

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software.

Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public

GSA Contract No.: GS-35F-0001M Page 13 GSA Schedule 70 Pricelist domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

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

This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

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

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

9. SOFTWARE CONVERSIONS - (132-32 AND 132-33)

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 (132-33), 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 (132-32), 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.

GSA Contract No.: GS-35F-0001M Page 14 GSA Schedule 70 Pricelist

11. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses. Not Applicable

12. FuturePoint™ PAL (SIN 132-33/34) The Process Asset Library (PAL™) is a web-based library that organizes business processes into one easy-to-use, online database. The PAL is structured to meet the needs of process-driven organizations, enabling users throughout the organization to access process assets when and where they are needed and allowing businesses to optimize their process management capabilities.

Because the value of an organization’s business processes depends on their availability and accessibility, strong process management can be vital to efficient, effective operations. The PAL makes it easy for a company to enhance its process management, and can allow an organization to take full advantage of all of its process assets. It is ideal for large, multi-level organizations looking to improve their process performance, or for any company or agency aiming for higher process ratings or ISO registration. The PAL features an intuitive, tiered architecture that allows an organization to manage, add or modify assets in a manner that meets specific business needs or goals. The PAL can also be customized according to a company’s enterprise objectives. Details on charting a better future and improving organization performance with the FuturePoint product and service offerings are available on our website:

http:/www.lockheedmartin.com/futurepoint.

13. FuturePoint™ PAL PRICING (SIN 132-33/34) Lockheed Martin Transportation & Security Solutions offers to provide the PAL and related consulting services as specified in the following table within the 48 contiguous states, the District of Columbia, and Puerto Rico.

FUTUREPOINT PRODUCTS Price PAL Licensing Agreement – Government $80,000 PAL Customer Care Agreement - Government $16,000

GSA Contract No.: GS-35F-0001M Page 15 GSA Schedule 70 Pricelist

C. TERMS AND CONDITIONS - SPECIAL ITEM NUMBER 132-50

APPLICABLE TO INFORMATION TECHNOLOGY TRAINING COURSES

1. SCOPE

a. The Contractor shall provide training courses normally available to commercial customers, which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation.

b. The Contractor shall provide training at the Contractor's facility and/or at the ordering activity's location, as agreed to by the Contractor and the ordering activity.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY

The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity.

4. CANCELLATION AND RESCHEDULING

a. The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class.

b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

c. The ordering activity reserves the right to substitute one student for another up to the first day of class.

d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions.

GSA Contract No.: GS-35F-0001M Page 16 GSA Schedule 70 Pricelist

6. PRICE FOR TRAINING

The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement, or the ordering activity price in effect at the time the training course is conducted, whichever is less.

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course.

Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF

APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

8. FORMAT AND CONTENT OF TRAINING

a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class.

b. **If applicable** For hands-on training courses, there must be a one-to-one assignment of IT equipment to students.

c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course.

d. The Contractor shall provide the following information for each training course offered:

(1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training);

(2) The length of the course;

(3) Mandatory and desirable prerequisites for student enrollment;

(4) The minimum and maximum number of students per class;

(5) The locations where the course is offered;

(6) Class schedules; and

(7) Price (per student, per class (if applicable)).

P/N Product or Service Description Functional Area

Unit Description

GSA

Discount

% from MSRP

LMTSS

GSA

Price

LMTSS

Commercial

Price

309R675-1 Two days of class room training for registrars: Training to be provided for up to 14 registrars at a mutually agreed time and location within the…