Federal Supply Schedule GS35F0038N

AUTHORIZED FEDERAL ACQUISITION SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SPECIAL ITEM: 132-51 IT Professional Equipment

Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately.

Note 2: Offerors and Agencies are advised that the Group 70 - Information

Technology Schedule is NOT to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to:

architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected or incidental to the traditionally accepted A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional

Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of its authorized agents.

Avanade Inc.

818 Stewart St., Suite 400

Seattle, WA 98101

206-239-6305 (voice) 206-239-5844 www.avanade.com

CONTRACT NO: GS-35F-0038N

PERIOD COVERED: October 17, 2002 thru October 16, 2012

GENERAL SERVICES ADMINISTRATION

FEDERAL ACQUISITION SERVICE

Pricelist current through Modification

Products and ordering information in this Authorized FSS Information Technology

Schedule Pricelist are also available on 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/.

http://www.fss.gsa.gov/

INFORMATION FOR ORDERING ACTIVITIES

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 Acquisition Service. 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 Acquisition 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 micro-purchase 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:

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

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

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

For Special Item Number 132-53 Wireless Services ONLY, if awarded, list the limited geographic coverage area:

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

Avanade Inc.

Seattle, WA 98101

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.

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

Phone: (206) 239-6023

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: 13-693-7104

Block 30: Type of Contractor - C. Large Business

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): 91-2032865

4a. CAGE Code: 1YMD0

4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

Avanade Inc.

Seattle, WA 98101

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):

132-51 (per contract requirements) Days

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have been deducted.

a. Prompt Payment: None

b. Quantity: None

c. Dollar Volume: None

d. Government Educational Institutions: None

e. Other: None

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 AVAILIBILITY OF EXPORT PACKAGING

Not Applicable

10. SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $100.00.

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 $500,000.00:

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

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 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 Acquisition 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 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/.

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, non-contract 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.

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 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, de-installation, 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.avanade.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:

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 http://www.avanade.com/ http://www.section508.gov/ 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) http://www.core.gov/

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51) AND

ELECTRONIC COMMERCE (EC) SERVICES (SPECIAL ITEM NUMBER 132-52)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 132-51 Information

Technology Professional Services and Special Item Number 132-52 apply exclusively to IT

Services within the scope of this Information Technology Schedule.

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

2. PERFORMANCE INCENTIVES

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

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

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

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-

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

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

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the

Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

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

Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

Contractors cannot use GSA city pair contracts.

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

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

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for

Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the

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

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

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

6. INSPECTION OF SERVICES

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and

Labor-Hour (JAN 1986) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14

(Deviation – May 2003) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

9. INDEPENDENT CONTRACTOR

All IT/EC Services performed by the Contractor under the terms of this contract shall be as an independent

Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

―Contractor‖ means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

―Contractor and its affiliates‖ and ―Contractor or its affiliates‖ refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An ―Organizational conflict of interest‖ exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

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

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II – Feb

2002) (Deviation – May 2003) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7

(DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003)) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial

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

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

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

(1) The offeror;

(2) Subcontractors; and/or

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

13. RESUMES

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

14. INCIDENTAL SUPPORT COSTS

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

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting

Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. DESCRIPTION OF IT/EC SERVICES AND PRICING

DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING

DESCRIPTION OF IT PROFESSIONALS

CONSULTANCY SCHEDULE

Avanade utilizes four distinct job families each with several levels of proficiency. The job families are

Program Manager, Solution Developer, Systems Engineer and Core Services. The Core Services family is not a part of this schedule. The following provides a general description of each job family followed by more detailed descriptions of the skills, experience, and education/training representative of each level.

The Consultancy Schedule shall be utilized to provide customary information technology services that do not require specialized technology skills.

Program Manager (PM)

Program Managers focus on the project and program management of integrated customer solutions featuring

Microsoft technologies. Program Managers need a sound knowledge of the systems development life cycle.

They plan and manage different parts of the design and build process, and bring the dependencies of the total solution together. The PM skill set includes:

• Consulting experience

• Ability to manage multiple teams (design team, test team, architecture team) on a single deployment effort

• Ability to manage overall project plan: scope, deliverables, customer expectations, risks, issues, quality, etc.

• Ability to create a participative work environment, balancing the development needs of team members with the requirements of the project

• Ability to define critical path, anticipate potential obstacles, and overcome them

• IT project expertise

• Verifiable customer management skills

• Interest and ability to travel on a regular basis

Solutions Developer Skill Family (SD)

Solution Development Consultants develop solution component architectures to support business processes.

Consultants must have strong understanding of application design and development, plus experience and a strong desire to work with customers. Core activities in this area include designing and implementing systems based upon the Microsoft suite of products and architectures. The SD skill set includes:

• Experience collecting customer requirements, developing, customizing, and implementing software solutions

• Application development (Visual Basic, Visual C++, Visual J++, Visual InterDev, .NET

Framework)

• Internet development (HTML, Active Server Pages, IIS, Commerce Server)

• Messaging (Microsoft Message Queue)

• Transaction Processing (Microsoft Transaction Server)

• Data Access (ActiveX Data Objects, SQL Server)

• Mainframe Integration (Host Integration Server)

• B2B enablers (XML, BizTalk)

Systems Engineer Skill Family (SE)

Systems Engineering Consultants design and implement Internet and technology solutions. A Systems

Engineering Consultant has true technical aptitude, an appreciation for the nuts and bolts of technology, and an interest in working with teams. Core activities include conceptualizing, architecting, and developing innovative software solutions. An SE will also design, install, and configure server infrastructures; plan and implement enterprise technology infrastructures; design network security; and develop operational solutions to manage Microsoft and multi-vendor environments. The SE skill set includes:

• Experience collecting customer requirements, developing, customizing, and implementing software solutions

• Operating system services (including Windows 2000 Professional Server, Advanced Server, Datacenter Server, Windows XP, Windows NT, Windows 95/98, and Windows CE)

• Directory services (Active Directory)

• Cluster services

• Security services (Active Directory, Kerberos, PKI, Proxy Server)

• Network protocols/services (TCP/IP, Netware, netbeui, Ethernet, Fast Ethernet, Token Ring, FDDI, ATM, gigabit Ethernet, frame relay, and T1/E1)

• Network Infrastructures (LAN, WAN, routers, switches, hubs, premise wiring)

• Operations management (Systems Management Server, helpdesk, SNMP)

• BackOffice services (Exchange, SQL Server, Host Integration Server)

Commercial Job Title Program Manager 70

General Experience Avanade fellow, or recognized Industry expert in project management.

Supports scope negotiation and control and change management.

Acts as a point of escalation for project teams.

Attends regular customer steering committee meetings.

Has strong understanding of the commercial terms and legal aspects.

Supports the negotiation and contracting process through balancing scope, resources and milestones requirements

Uses strong negotiation skills and contractual experience to review or determine financial negotiation strategy, conducts or guides financial and legal negotiations at highest customer level.

Leads or reviews the solution proposal, including the project's estimates and the business case.

Translates business needs into technical requirements and articulates business benefits of the technical solution

Demonstrates leadership through outstanding communication skills, energizing and inspiring the audience.

Sets quality standards for documents and deliverables across area of responsibility.

Delivers presentations, facilitates customer meetings and workshops.

Combines technical and business messages and adapts style to audience to reach targeted outcome.

Demonstrates people management skills for large teams, communicates and delegates effectively, making sure that the team achieves expected results.

Ensures that the project team leverages the relevant knowledge management documentation during the project ramp-up phase

Understands the MS technology features and is able to explain their business value and architectural implications to the customer on executive level.

Has been exposed to projects that used one or more of the Avanade's

Assets such as ACA.Portal, ACA.NET, SLP, ACAnalytics, etc.

Manages overall quality and customer satisfaction by performing quality reviews and ensuring quality standards across area of responsibility

Anticipates and identifies risks and issues across area of responsibility.

Functional Responsibilities Operates with significant autonomy and latitude in meeting objectives.

Makes independent decisions and is accountable for commercial & delivery results across area of responsibility

Ensures customer communication and reporting on project set-up and execution across area of responsibility.

Ultimately responsible for the on-time, on-budget successful delivery of the overall regional and area projects.

Responsible for the financial and commercial management of the customer portfolio.

Coordinates following on business, team morale, legal/commercial, margin, and customer satisfaction survey management.

Holds initial customer expectations meetings and documents key customer expectations.

Works with internal teams to identify customer program resources.

Makes sure work order is consistent with customer expectations.

Ensures customer program has long-term work plan.

Minimum Education Bachelor’s Degree; Computer Science, Electrical Engineering or equivalent, Most with Graduate Degrees, or equivalent work experience

Commercial Job Title Program Manager 65

General Experience Industry Authority in:

Defining and delivering high-quality programs of high complexity and large size

Avanade Solution Delivery Methodology

Conflict resolution and negotiation skills

Assessing, planning, designing, developing, testing, network configuring, and platform decision making

Communication skills

Advanced in:

Contracting and subcontracting

Strategic business planning

Managing customer relationships

Employing technical specialization skills to develop and deploy current offerings

Consulting skills

Functional Responsibilities Coordinates program set-up and execution activities across multiple projects. Accountable for project scope and change management across the enterprise. Reviews the reporting processes and metrics for multiple projects.

Commercial Job Title Program Manager 60

Avanade Solution Delivery Methodology

Assessing, planning, designing, developing, testing, network configuring, and platform decision making

Employing technical specialization skills to develop and deploy current offerings

Contracting and subcontracting

Conflict resolution and negotiation skills

Consulting skills

Functional Responsibilities Coordinates project set-up and execution activities across multiple projects.

Accountable for project scope and change management. Reviews the reporting processes and metrics for multiple projects.

Commercial Job Title Program Manager 55

General Experience Advanced in:

Avanade Solution Delivery Methodology

Contracting and subcontracting

Strategic business planning

Conflict resolution and negotiation skills

Manages customer relationships

Assessing, planning, designing, developing, testing, network configuring, and platform decision making

Communication skills

Consulting skills

Employing technical specialization skills to develop and deploy current offerings

Functional Responsibilities Defines and manages program set-up and execution. Responsible for project scope and change management. Leads the project management office and ensures appropriate staffing.

Commercial Job Title Program Manager 50

Defining and delivering high-quality programs of medium complexity and size

Assessing, planning, designing, developing, testing, network configuring, and platform decision making

Employing technical specialization skills to develop and deploy current offerings

Avanade Solution Delivery Methodology

Proficient in:

Managing customer relationships

Functional Responsibilities Defines and manages program set-up and execution. Responsible for project scope and change management. Leads the project management office and ensures appropriate staffing.

equivalent, Many with Graduate Degrees, or equivalent work experience

Commercial Job Title Program Manager 45

General Experience Proficient in:

Defining and delivering high-quality programs of medium complexity and size

Assessing, planning, designing, developing, testing, network configuring, Employing technical specialization skills to develop and deploy current offerings

Communication skills

Consulting skills

Analyzing a customer s business

Functional in:

Functional Responsibilities Defines and manages program set-up and execution. Responsible for project scope and change management. Leads the project management office and ensures appropriate staffing.

Commercial Job Title Program Manager 40

Completing complex project streams including varied tasks within the scope of the role

Assessing, planning, designing, developing, testing, network configuring, and platform decision making

Employing technical specialization skills to develop and deploy current offerings

Avanade Solution Delivery Methodology

Managing customer relationships

Functional Responsibilities Coordinates execution for a specific project. Completes the agreed reporting tools for different customer and internal audiences in compliance with the agreed processes.

Commercial Job Title Program Manager 35

Completes defined project streams within the scope of the role

Leading and managing a team

Managing customer relationships

Employing technical specialization skills to develop and deploy current

Assessing, planning, designing, developing, testing, network configuring, and platform decision-making

Analyzing a customer s business

Consulting skills

Functional Responsibilities Coordinates execution for a specific project. Completes the agreed reporting tools for different customer and internal audiences in compliance with the agreed processes.

Minimum Education Bachelor’s Degree, or equivalent work experience

Commercial Job Title Program Manager 30

General Experience Analyzes customer requirements and makes recommendations for appropriate solutions.

Contributes to establishing clear customer expectations and delivers on commitments

Has general understanding of the negotiation and contracting process and the commercial terms

Guides less experienced team members or temporary staff.

Understands the MS technology features and is able to explain their business and technical implications.

Structures and delivers work results against quality standards and maintains structured, accurate and current work records

(documentation, reporting, etc).

May supervise others' work result quality.

Contributes to resolving risks and issues within area of responsibility and is able to build consensus within customer settings.

Functional Responsibilities Contributes to set-up and execution of specific project area:

estimating, planning, deliverables.

Understands the project's work order as well as financial guidelines and acts with cost and service awareness

Supports obtaining final deliverables and project wrap-up activities

Contributes to the on-time, on-budget successful delivery of the project and to the financial and commercial management of the project.

Supports validation of functional designs and actively participates in testing.

Understands Avanade obligations on the WO and constantly updates project work plans, estimates and schedule.

Commercial Job Title Program Manager 25

General Experience Analyzes customer requirements and makes recommendations for appropriate solutions.

Contributes to establishing clear customer expectations and delivers on commitments.

Demonstrates supervision skills for a small team and completes all people management duties with care and on time

Functional Responsibilities Assists less experienced team members or temporary staff.

Understands the MS technology features and is able to explain their business and technical implications to the customer.

Operates within defined guidelines and requires limited supervision.

Makes decisions within parameters set by supervisor, using practical experience.

Understands set-up and execution of specific project areas: estimating, planning, deliverables.

Understands the project's work order as well as financial guidelines and acts with cost and service awareness.

Supports obtaining final deliverables and project wrap-up activities

Completes standard tasks, within the scope of the role.

Commercial Job Title Program Manager 20

General Experience Demonstrates supervision skills for a small team and completes all people management duties with care and on time

Functional Responsibilities Supports the analysis of customer requirements and the definition of the solution options.

Contributes to establishing clear customer expectations and delivers on commitments.

Commercial Job Title Program Manager 15 people management duties with care and on time

Functional Responsibilities Supports the analysis of customer requirements and the definition of the solution options.

Contributes to establishing clear customer expectations and delivers

Commercial Job Title Program Manager 10 people management duties with care and on time

Functional Responsibilities Supports the analysis of customer requirements and the definition of the solution options.

Contributes to establishing clear customer expectations and delivers

Commercial Job Title Solutions Developer 70

General Experience Develops and delivers high-quality and complex solutions and oversees others' solution design & build.

Oversees the assessment phase, translates the results into business needs and project scope

Contributes to project set-up activities across multiple projects or a large program.

Defines project/program technical standards and oversees the development of the technical solution architecture.

Ensures that the technical solution implemented meets agreed customer commitments.

Contributes to achieving margin goals through implementation of best practices, frameworks and tools

Provides accurate reporting and acts with cost and service awareness, demonstrating business acumen

Operates with significant autonomy and latitude in meeting objectives.

Translates customer requirements into the global solution design.

Validates the technical design and architecture within large and complex environments, leveraging their deep delivery and lead architecture experience

Has the overall accountability for the design, build and implementation of solutions, which require a high degree of integration, performance and scale across area of responsibility.

Enforces development lifecycle tools and processes

Has complete ownership for all technical aspects of deployment and/or migration for area of specialization for large, complex environments.

Anticipates and identifies technology or solution risks and issues across area of responsibility.

Works with the customer at top executive level to agree a resolution and oversees the action plan and customer satisfaction

Functional Responsibilities Has strong knowledge in key Microsoft (and some relevant other) technologies for one or more of the following areas of…