MAS - Manan, LLC - GS35F0063W

AUTHORIZED FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES Online access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu driven database system.

The internet address is www.gsaadvantage.gov MAS Information Technology FSC CLASS 7030-Term Software Licenses or Perpetual Software Licenses FSC CLASS J070- Maintenance of Software as a Service FSC CLASS U012- Training Courses FSC CLASS D301- Facility Management FSC CLASS D302-Systems Development Services FSC CLASS D306-Systems Analysis Services FSC CLASS D307-Automated Information Systems Services FSC CLASS D308-Programming Services FSC CLASS D310-Backup and Security Services FSC CLASS D311-Data Conversion Services FSC CLASS D313-Computer Aided Design Services and Computer Aided Manufacturing Services FSC CLASS D316-IT Network Management Services FSC CLASS D317-Creation/Retrieval of IT Related Data Services Creation /Retrieval of Other Information Services Creation/Retrieval of IT Related Automated News Services FSC CLASS 399-Other Information Technology Services; Not Elsewhere Classified

Manan, LLC. dba Gyrus Systems 5400 Glenside Drive, Suite B Henrico, VA 23228-3996 Tel: 888-464-9787 website: www.gyrus.com Contract Number: GS-35F-0063W SAM Unique Entity ID RHC4B28KDF68

Period Covered by Contract: October 30, 2009 through October 29, 2024 -Option Year 2 General Services Administration Federal Acquisition Service Pricelist current through Modification #PS-0024 dated September XX, 2019

CUSTOMER INFORMATION

1a. Awarded Special Item Numbers under the Contract:

Special Item Numbers 511210 - Software Licenses SIN 54151S – IT Professional Services SIN 54151 Software Maintenance Services SIN 611420 IT Training

1b. The Lowest Priced Product/Service under each Special Item Number:

2. GEOGRAPHIC SCOPE OF CONTRACT: The Geographic Scope of the Contract will be Domestic Delivery Only. 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.

3. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION: Manan, LLC. dba Gyrus Systems Attn: Viren Kapadia, President & CEO 5400 Glenside Drive, Suite B Henrico, VA 23228-3996 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:

Telephone Number: 804-320-1414

Manan, LLC. dba Gyrus Systems does not allow dealer participation under this contract.

4. 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.

5. Unique Entity ID: RHC4B28KDF68

5a. Tax Identification Number (TIN): 26-4522132 5b. Business Size: Small Minority Owned Business 5c. CAGE Code: OVA21 5d. Manan, LLC. dba Gyrus Systems is registered within the System for Award Management (SAM).

6. WARRANTY/GUARANTEE:

7. FOB POINT - DESTINATION

8. 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:

b. Urgent Requirements: When the Federal Supply Service 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.

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

a. Standard Discounts: 2%- 57.2% off commercial list prices

b. Prompt Payment: None Offered

c. Quantity Discounts: None Offered

d. Dollar Volume Discounts: None Offered

e. Government Educational Institutions Discounts- The Government Educational Institutions are offered the same discounts as all other Government customers under this contract.

f. Other (Specify): Rebates - None Offered

10. 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.

11. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

Manan, LLC. dba Gyrus Systems does not offer export packing under the contract.

12. SMALL REQUIREMENTS: $100.00

13. 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 Numbers 511210 – Term Software Licenses Special Item Number 511210– Perpetual Software Licenses Special Item Numbers 54151,611420 - Maintenance of Software as a Service Special Item Numbers 54141S- IT Professional Services

b. The Maximum Order value for the following Special Item Numbers (SINs) is $25,000: Special Item Numbers 611420, 611420STLOC, 611420RC –Training Courses for Software Licenses

14. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SERVICE 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.

15. 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.

15.1 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.

15.2 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.

16. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003) :

(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. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(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.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

17. 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 52.212-4).

18. 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.gsaadvantage.gov/.

19. 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 Service 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 Service 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 Service 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 Service Schedule is fair and reasonable;

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

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

20. 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.

21. 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: None Offered 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.

22. 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).

23. 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.

24. 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 and 132-9.

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

26. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SERVICE SCHEDULES:

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Service 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 Service 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 Acquisition Service Schedule contract, the latter will govern.

27. 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.

28. 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.

29. 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)

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBERS 511210, 511210STLOC, 511210RC) AND MAINTENANCE OF SOFTWARE AS A SERVICE (SPECIAL ITEM NUMBERS 54151, 54151STLOC, 54151RC) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

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

2. MANAN, LLC. DBA GYRUS SYSTEMS SOFTWARE LICENSE AGREEMENTS

a) For the Training Wizard MX/SST Renewal ( Annual Base License up to 500 active students and Per User License –Student) – The ordering activities utilizing this schedule contract does not have to sign any type of EULA agreement in order to purchase this software licenses under this contract for SINs 511210,54151,) For the GyrusAIM Software Licenses Agreement – Refer to Attachment I.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1-888-GO-GYRUS (464-9787) for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8AM to 5PM Eastern Standard Time and support questions after live hours can be emailed to support@gyrus.com to be replied to within 48 hours.

4. MAINTENANCE OF SOFTWARE

Maintenance of Software as a Product Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web- based general technical support for user’s self diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase. Maintenance of Software as a Services Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate; telephone support; on-line technical support; and /or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324.

Invoices for maintenance service shall be submitted by Manan, LLC. dba Gyrus Systems 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 SHOW ON THE INVOICE.

5. PERIODS OF TERM LICENSES (SINs 511210,54151) and MAINTENANCE OF SOFTWARE (SINs 511210 ,5451)

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

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

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

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

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

6. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of 12 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the 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.

7. UTILIZATION LIMITATIONS - (511210,54151)

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 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.

8. SOFTWARE CONVERSIONS - (SIN 511210, 511210STLOC, 511210RC,

9. 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 software license (511210), the price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term software license (511210,54151), 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 OF SOFTWARE AND EQUIPMENT COMPATIBILITY

Features

GyrusAim Benefits

Deployment

Hosted

Gyrus Systems handles maintenance

Installed

System is behind your own firewall

SaaS

Platforms

Windows Servers 2008 R2

Databases

MS SQL 2012

Full-spectrum content support

Compliance

AICC-Compliant

SCORM Compliant

Features

Benefits

ExperienceAPI-Compliant (TinCan)

Offers exciting possibilities for interoperability

508-Compliant

Supports assistive technologies

Licensing/Pricing

Active license pricing

Easy-to-understand; add system costs only when you add users

Subscription

Annualized

Perpetual

Integration

Active Directory Integration eCommerce

Email

Mobile accessibility

Third Party eLearning Courses

Allows you to pursue ‘Best of Breed’ approach to content providers and authoring tools

Outlook calendar

Legacy System

Data Warehouse

API’s

Features

Benefits

Construction

Scalable

Stress-tested for 1million users and 20,000 users concurrently.

Organic construction

Superior analytics and system durability

Role cloning

Fast configuration of additional roles

Skills-centric

Supports competency management

Web-enabled

Web-enabled for easy access using common browsers; IE; FireFox; Safari, Chrome

Web services construction

Supports ERP interoperability

Utilizes Learning Objects

Adds flexibility to course construction

Security

Authentication

User Access Controls

Supports SSL (Secured Sockets Layers)

Encrypt passwords

Deactivate personnel while maintaining history

Never lose critical data; supports your regulatory reporting responsibilities

User Interface/Navigation

Features

Benefits

Global search system navigation

Easy identification of application data

Hover/click navigation

Super-fast navigation

Easy-to-understand icons

User-friendly navigation in any language

Dashboard messaging

Fast system-wide communication

User-configurable UI

Easy integration into company branding

User-configurable branding

Coordinate with your company themes

Color-scheme personalization

Match your company colors or user preference

Multi-Browser

(IE, FireFox, Chrome, and Safari)

Multilingual

(25+ Languages)

Intuitive grouping of features

Faster implementation and adoption by administrators and users

Configurability

User-configurable dashboards

Personalized training environments for users

Personalized Course Catalogs

Eliminate ‘training overload’ and increases training effectiveness

or 450 total

GyrusAim features make administration fast and simple

Administration

Audit Trail

Workflow management

Custom Branding

Custom Fields

Features

Benefits

Flexible roles and permissions

Fast, flexible upload/download and use of your content!!

Content Management

Data Import/Export

User mass SCORM Import

Legacy Data Import

Utilize non-SCORM content

Auto Create Skill-LO-Course

GyrusAim course construction and management features promote fast, flexible and efficient course-building efforts

Course Development

Utilizes Learning Objects

Flexible course construction/content management

Course notes, summary and training goal

Direct courses to learner’s IDP

Targeted Training

Display courses for a skill

Display courses for a skill level

Restrict Course view

Reduce ‘training overload’

Supervisor view staff course catalog

Subject Matter Experts linked to courses

Course equivalencies

Course templates

Course cloning

Course versioning

Features

Benefits

Course sequencing

Course vendor tracking

Require Prerequisites

Set CE, Training hours, completion hours

Set recurrence patterns

GyrusAim class management features make scheduling an instance of a course easy, flexible and effective

Class Management

Resource Management

Class Calendar

E-mail settings

Custom Edit fields

Cost tracking

Conflict checking

Rescheduling

Canceling

Retroactive scheduling

Block scheduling (multiple classes over a period of time)

Schedule a learning object outside of a course

Schedule resources outside of a class

Pattern Management

Enrollment functions

Waitlist priority; skill expiry or enroll date

Auto-enroll from waitlist

Auto-enroll/require approval

Features

Benefits

Allow/prohibit Drop-ins

Batch enroll

Set min/max enrollment

Enrollment notifications

Student

Supervisor

Display classes available to meet IDP

Display classes available to meet Gap Analysis

Class completion options—Attendance, completion, and test score

GyrusAim supports all forms of commonly- used corporate training methods

Training Management eLearning

Instructor Led

Blended Learning

On-the-job

Self-reported (external)

WebEx

Resource Management

Instructors

Classroom locations

Virtual

.apk, .csv, .dmg, .doc, .docx., .flash, .gif, .jpeg, .jpg, .mp3, .odm, .pdf, .png, .pp, .ppt, .pptx, .rar, .rtf, .tiff, .wav, .xls, .xlsx, .zip.

Consumables (pens, notepads, etc.)

Features

Benefits

Non-consumables (DVD players, TVs, etc.)

Inventory Management

Reorder Points

Classroom reservations

Multiple/flexible room details

Expiration of physical resources

Cost Management

Fixed Costs

Variable Costs

Shared Costs

Free-entry fields

With GyrusAim certification management tools and notifications, certifications should never expire, cause you to incur fines or lose valuable employee time

Certification Management

Manage certifications

Assign certification requirements

Organizations

People

Jobs

Configurable certification expiry

Provide plenty of recertification lead time

Features

Benefits

Configurable re-certification window

Assures currency of training

Expiration notifications

User

Manager

Supports ISO 9001 competency management efforts

Skills Management

Associate skills to:

Job

Person

Monitor contract worker skills!

Department

Certification

Learning Object

Course

IDP

Gap Analyses

Skill expiration

Easily keep skills up-to-date

Expiration notification

User

Supervisor

Configurable skill ratings

Hierarchical Job Titles

Assign 3rd-party content assessments to skill ratings

Assessment determines the skill levels(skill level determined by the assessment)

Automated skill improvement

Skill level determined by the assessment (pass

Automated skill level determination

Features

Benefits the assessment to achieve a skill level)

Testing/Feedback

Assessments

Integrated assessments

Question pools

Question randomization

Test skills, not test-taking ability

Configurable retake delay

Test knowledge, not memory

Progress meter to facilitate completion

Keeps learners on track

Assessment determines the skill level

Manage skill-level acquisition

Exhibited assessments

Supports OJT efforts

Pre/Post Test Score Tracking

Better manage learner capabilities.

Get valuable feedback on your training and development efforts

Evaluations

User-defined topics

Evaluation assigned as default

Require completion to receive credit

Evaluations at the learning object level

Evaluations completed via the web

Multiple evaluations per course

GyrusAim social learning and communication features enhance and reinforce learning and training efforts

E-mail/Social Learning

Discussion Forum

Features

Benefits

Discussion Management

Live Chat

Wikis

File Exchange

E-mail functions

Outlook email

E-mail templates

39 configurable templates

E-mail audit logs

E-mail preview

Outlook calendar

Automatically send Outlook enrollment appointments

Productivity

Bookmarking

Supports ‘exact time’ bookmarks

Training Workflow

Work offline

People/Talent Management

Individual Development Plans(IDP)

Easy-to-read plans to improve current job performance

Job

Organization

Certification

Learner interests

Manager- assigned

Skill requirements

Features

Benefits

Display courses to meet requirements

Gap Analyses

Easy-to-understand requirements for aspirational jobs and certifications

Job

Organization

Certification

Display courses to meet requirements

Skills Transcript (student/supervisor view)

Training Transcript (student/supervisor view)

Reporting

Standard reports

50 report titles/135 total reports

User-configurable reports

SSR Report Generator

Develop your own custom reports

Proprietary Gyrus Systems Employees

Customer Support

11. RIGHT-TO-COPY PRICING

RIGHT TO COPY IS NOT OFFERED UNDER THE CONTRACT

12. SOFTWARE PRICING:

Training Wizard MX/SST Renewal

SIN 511210 Perpetual Software License

GyrusAim Licenses per student 500-10,000 $29.66 per student 10,001-20,000 $26.54 per student 20,001+ $24.59

GyrusAim Hosting per student 500-10,000 $9.82 per student 10,001- 20,000 $6.88 per student 20,001 + $4.90

SIN 54151 Maintenance of Software

GyrusAim and Training Wizard (includes: implementation planning, data migration, installations, and customizations.)

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBERS 611420, 611420STLOC, 611420RC)

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 or online 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.

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)).

e. For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges.

f. For Online Training Courses, a copy of all training material must be available for electronic download by the students.

9. “NO CHARGE” TRAINING

The Contractor shall describe any training provided with equipment and/or software provided under this contract, free of charge, in the space provided below.

None Offered

10. TRAINING COURSES PRICING:

SIN 611420– TRAINING COURSES

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBERS 54151S)

****NOTE: All non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately.

1. SCOPE

a. The prices, terms and conditions stated under Special Item Numbers 54152S

b. (Information Technology Professional Services) apply exclusively to IT Professional Services within the scope of this Information Technology Schedule.

c. 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 I-FSS-60 Performance Incentives (April 2000)

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.

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…