MAS - Emergent, LLC - GS35F0119W

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Pricelist

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system.

The INTERNET address for GSA Advantage! is: GSAAdvantage.gov.

MULTIPLE AWARD SCHEDULE

LARGE CATEGORY: INFORMATION TECHNOLOGY

SUBCATEGORY: ELECTRONIC COMMERCE

Special Item Number 54151ECOM Electronic Commerce and Subscription Services

Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies.

NOTE: Subject to Cooperative Purchasing

FSC/PSC Code: DG10

LARGE CATEGORY: INFORMATION TECHNOLOGY

SUBCATEGORY: IT SERVICES

SIN 54151S Information Technology Professional Services

IT Professional Services and/or labor categories for database planning and design; systems analysis, integration, and design; programming, conversion and implementation support; network services, data/records management, and testing.

The Contractor shall not resell IT Professional Services, except that IT professional services may only be resold in direct support of products that are authorized to be sold via the schedule contract, e.g. SIN 54151 - Software Maintenance Services that supports SIN 511210 - Software Licenses. (This does not include SINs within the IT Services Subcategory).

FSC/PSC Code: DA01

LARGE CATEGORY: INFORMATION TECHNOLOGY

SUBCATEGORY: IT SOFTWARE

Special Item Number 511210 Software Licenses

Includes both term and perpetual software licenses and maintenance. Includes operating system software, application software, EDI translation and mapping software, enabled email message based applications, Internet software, database management applications, and other software.

Term Licenses. The word "Term" is defined in this Solicitation as "a limited period of time". Term Software Licenses have a limited duration and are not owned in perpetuity. Unless Offerors provide an option for converting Term licenses into perpetual licenses, users lose the right to use these licenses upon the end of the term period. This SIN is NOT Infrastructure as a Service (IaaS), Platform as a Service (PaaS), or Software as a Service (SaaS) as defined in SIN 518210C - Cloud and Cloud-Related IT Professional Services. Term Software Licenses are distinct from Electronic Commerce and Subscription Services (SIN

54151ECOM).

Perpetual Licenses. The word "perpetual" is defined in this Solicitation as "continuing forever, everlasting, valid for all time".

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, online help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for users self-diagnostics.

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

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc.

of a software package. These examples are considered software maintenance services under SIN 54151 Software Maintenance Services.

FSC/PSC Code: 7A21

Special Item Number 54151 Software Maintenance Services Software maintenance services 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 services includes person-to-person communications regardless of the medium used to communicate: telephone support, online technical support, customized support, and/or technical expertise which are charged commercially.

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, online help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for users self diagnostics.

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

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc., of a software package. These examples are considered software maintenance services under SIN 54151 Software Maintenance Services.

NOTE: Subject to Cooperative Purchasing FSC/PSC Code: DA01

Special Item Number 518210C Cloud and Cloud-Related IT Professional Services

Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS),Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. IT professional services that are focused on providing the types of services that support the Government s adoption of, migration to or governance/management of Cloud computing. Specific labor categories and/or fixed price solutions (e.g. migration services, etc.) that support activities associated with assessing Cloud solutions, refactoring workloads for Cloud solutions, migrating legacy or other systems to Cloud solutions, providing management/governance of Cloud solutions, DevOps, developing cloud native applications orother Cloud oriented activities.

FSC/PSC Code: DB10

LARGE CATEGORY: MISCELLANEOUS

SUBCATEGORY: COMPLEMENTARY SINs

Special Item Number OLM Order-Level Materials (OLM)

OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or BPA level, but at the order level. Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

OLMs are procured under a special ordering procedure that simplifies the process for acquiring supplies and services necessary to support individual task or delivery orders placed against a Schedule contract or BPA.

Using this new procedure, ancillary supplies and services not known at the time of the Schedule award may be included and priced at the order level.

OLM SIN-Level Requirements/Ordering Instructions:

OLMs are:

• Purchased under the authority of the FSS Program

• Unknown until an order is placed

• Defined and priced at the ordering activity level in accordance with GSAR clause 552.238-115

Special Ordering

Procedures for the Acquisition of Order-Level Materials. (Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs)

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

• Only authorized for inclusion at the order level under a Time-and-Materials (T&M) or Labor-Hour

(LH) Contract Line Item Number (CLIN)

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

OLMs are not:

• "Open Market Items"

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

OLM Pricing:

• Prices for items provided under the Order-Level Materials SIN must be inclusive of the Industrial

Funding Fee (IFF).

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

NOTE: When used in conjunction with a Cooperative Purchasing eligible SIN, this SIN is Cooperative Purchasing Eligible.

FSC/PSC CODE: 0000

Multiple Award Schedule

(MAS)

Schedule Contract Number

GS-35F-0119W

Contract Period: December 1, 2009 through November 30, 2024

Ultimate Contract Period: November 30, 2029

For more information on ordering from Federal Supply Schedules click on FSS Schedules at GSA.gov

Contract current through: Modification 465 effective August 07, 2025 Solicitation 47QSMD20R0001 MAS Modification A897, refresh#26 effective May 15, 2025

Emergent, LLC

4525 Main Street Suite 1500

Virginia Beach VA 23462-3375 703-288-4556 (telephone) 703-965-9483 (facsimile) www.emergent360.com

Contractor Point of Contact for Contract Administration Cheryl Burns

Sr. Director of Contracts Emergent, LLC 4525 Main Street

Suite 1500 Virginia Beach VA 23462-3375

757-226-7704 (telephone) 757-965-9486 (facsimile) cburns@emergent360.com

A Large Business

CUSTOMER INFORMATION

1a. Table of awarded Special Item Numbers:

Special Item Number 54151ECOM Electronic Commerce and Subscription Services Special Item Number 54151S Information Technology Professional Services Special Item Number 511210 Software Licenses Special Item Number 54151 Software Maintenance Services Special Item Number 518210C Cloud and Cloud-Related IT Professional Services Special Item Number OLM Order-Level Materials (OLM) http://www.emergent360.com/ mailto:cburns@emergent360.com

1b. Identification of lowest priced model number and corresponding price for each awarded Special Item Number:

1c. Identification of Services and Hourly Rates: Please refer to pages 7 through 11, below

2. Maximum Order:

Special Item Number 54151ECOM $500,000 Special Item Number 54151S $500,000 Special Item Number 511210 $500,000 Special Item Number OLM Special Item Number 518210C

3. Minimum Order: $100

4. Geographic Coverage:

$250,000 $500,000

Special Item Number 54151ECOM Worldwide Special Item Number 54151S Worldwide Special Item Number 511210 Worldwide Special Item Number 54151 Worldwide Special Item Number 518210C Worldwide Special Item Number OLM Worldwide

5. Points of Production: Adobe - Varies, Red Hat – US, Salesforce – US

6. Discount from List Price or Statement of Net Price:

The GSA Net Prices published on the GSA Advantage website reflect the fully burdened price. The negotiated discount has been applied and the Industrial Funding Fee has been added.

7. Quantity Discount:

None, unless otherwise specified for a specific Manufacturer in the Pricelist or the Contractor Supplemental Pricelist Information and Terms (Attachment A).

8. Prompt Payment Terms: Net 30 Days

9. Foreign Item: Not Applicable.

10a. Time of Delivery:

10b. Expedited Delivery: Not Applicable.

Special Item Number Part Number/Labor Category GSA Price with IFF

54151ECOM 38050957-10000 0.10$

54151S Associate Consultant/Engagement Manager 83.68$ 511210 38053782 0.73$ 54151 38051052 215.01$ 518210C 200003947 0.39$

10c. Overnight and 2-day Delivery: Not Applicable.

10d. Urgent Requirements: Not Applicable.

11. F.O.B. Point: Destination

12a. Ordering Address:

4525 Main Street Suite 1500 Virginia Beach VA 23462-3375 757-965-9486 (facsimile)

12b. Ordering Procedures:

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

13. Payment Address:

Accounts Receivable Department

4525 Main Street Suite 1500 Virginia Beach VA 23462-3375 757-233-7971 (telephone) 757-963-8355 (facsimile) AR@emergent360.com

14. Warranty Provisions:

• Please refer to the SIN-specific terms or within the Manufacturer’s commercial terms included within Attachment A – Contractor Supplemental Pricelist Information and Terms.

• Emergent Professional Services under SIN 54151S – 90 days

15. Export Packing Charges: Not Applicable.

16. Terms and conditions of Rental, Maintenance, and Repair: Not Applicable.

17. Terms and conditions of Installation:

Installation and other related support services, if available for a specific manufacturer or product, is addressed in the SIN-specific terms that follow as well as the terms in Attachment A.

18a. Terms and conditions of Repair Parts indicating date of parts price lists and any discounts from list prices: Not Applicable.

18b. Terms and conditions for any other Service: Other services, if available for a specific manufacturer or product, are addressed in the SIN-specific terms that follow as well as the terms in Attachment A.

Other services, if available for a specific manufacturer or product, are addressed in the SIN-specific terms that follow as well as the terms in Attachment A.

19. List of Service and Distribution Points: Not Applicable.

20. List of Participating Dealer: Not Applicable.

21. Preventative Maintenance: Not Applicable.

mailto:pkohler@emergent360.com mailto:AR@emergent360.com

19. List of service and distribution points. Not applicable

20. List of participating dealers. Not Applicable

21. Preventative maintenance. Not Applicable.

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). Not applicable

22b. Section 508 Compliance Information:

Adobe - www.adobe.com/resources/accessibility/tools/vpat/index/html Red Hat - https://www.redhat.com/en/resources/section-508-vpat6 Salesforce - https://www.salesforce.com/company/legal/508_accessibility/ The EIT standards can be found at: www.Section508.gov/ – Not Applicable.

23. Unique Entity Identifier: NUNVJJM2UYY1

24. Notification regarding registration in System for Award Management (SAM) database: Contractor has a current registration in SAM.

25. Description of IT Professional Services and Approved Hourly Rates:

Solutions Architect

Minimum/General Experience: 10 years

Functional Responsibility: Supports business process design related to relevant applications; performs impact and system analysis based on business requirements; collaborates with other technical teams in the exchange and transfer of technical knowledge and in the development and evolution of architecture standards, guidelines, reference architecture, and the IT Technology Roadmap; Works closely with Project Managers and Program Managers in the design, development, and implementation of the technical content defined in the Statement of Work. Recognized expert within the Company, who designs, researches and develops highly advanced applications, which may result in new product/business opportunities for the Company.

Minimum Education: Bachelor’s degree in Computer Science, Information Systems, Business, Electrical Engineering

Approved Substitutions

Education Experience Master’s 7 years Doctorate 4 years

Senior Solution Architect

Minimum/General Experience: 10 Years

Functional Responsibility: Directs through lower level management levels. Has responsibility for managing a function that includes multiple related departments. Selects and hires candidates for management positions within department, conducts performance evaluations and salary reviews for assigned staff. This employee is also responsible for the development of departmental policies. The functional activities will be the most complex and decisions will have a major impact on business operations for the entire directorate and throughout the company.

http://www.adobe.com/resources/accessibility/tools/vpat/index/html http://www.redhat.com/en/resources/section-508-vpat6 http://www.redhat.com/en/resources/section-508-vpat6 https://www.salesforce.com/company/legal/508_accessibility/ http://www.section508.gov/

Principal Consultant I

Minimum/General Experience: 5 years

Functional Responsibility: Considered a recognized authority within the company. Works on unusually complex technical problems and provides solutions which are highly innovative. Determines and pursues courses of action necessary to obtain desired results

Master’s 2 years

Principal Consultant II

Minimum/General Experience: 5 years

Functional Responsibility: Recognized expert within the company, who designs, researches and develops highly advanced applications, which may result in new product/business opportunities for the company.

Leads efforts to capture new business through technical work and capability briefings.

Senior Consultant

Minimum/General Experience: 4 years

Functional Responsibility: Career level with a complete understanding and wide application of technical principles, theories and concepts. Working under only general direction, provides technical solutions to a wide range of difficult problems.

Independently determines and develops approach to solutions.

Master’s 1 year

Senior Principal Consultant

Minimum/General Experience: 7 years

Functional Responsibility: Provides objective advice, expertise and specialized skills with the aim of creating value, maximizing growth or improving the business performance of their clients. Has expertise and operates across one or more industries and variety of services such as business strategy, manpower planning, policy analysis, management controls, information technology, e- business and operations.

Primarily concerned with the strategy, structure, management and operations of an organization. Identifies options with recommendations, and/or the implementation of solutions. Manages all project resources to perform tasks according to plan; sets expectations concerning deliverability, performance, maintenance, design and costs. Estimates time frames, quality and quantity of resources required to successfully implement project. Recognized industry specialist with technical insight in multiple fields and disciplines.

Complexity of work is state of the art and may be new to the company and to the industry. Serves as consultant to the business unit in long- range planning concerning new or projected areas of technological research and advancements.

Minimum Education: Bachelor’s in Computer Science, Electrical Engineering

Master’s 4 years Doctorate 1 year

Staff Consultant

Minimum/General Experience: 2 years

Functional Responsibility: Experienced with frequent use and application of technical standards, principles and theories. Works under general supervision, providing solutions to technical problems of moderate scope/complexity

Associate Consultant

Minimum/General Experience: 1 year

Functional Responsibility: Experienced with limited use and/or application of technical principles.

Develops solutions to routine technical problems of limited scope following detailed instructions. Work is closely supervised.

Program Manager

Functional Responsibility: Manages experienced professionals who exercise latitude and independence in their assignments. Often heads one or more sections or a small department. Selects and hires candidates for management positions within department, conducts performance evaluations and salary reviews for assigned staff. Is responsible for the development of departmental policies. The functional activities will be the most complex and decisions will have a major impact on business operations for the entire directorate and throughout the company.

Master’s 7years

Project Manager I

Minimum/General Experience: 5 Years

Functional Responsibility: Supervises, coordinates, provides leadership to and reviews the work of assigned staff. Directly supervises individual contributors in technical positions and/or entry level professionals. Estimates staffing needs, assigns work, recommends candidates for employment, makes recommendations for termination, conducts performance evaluations and salary reviews for assigned staff and is responsible for the application of company policies.

Project Manager II

Minimum/General Experience: 8 years

Functional Responsibility: Manages experienced professionals who exercise latitude and independence in their assignments. Often heads one or more sections or a small department. Plans, conducts and supervises assignments, generally involving larger and more important projects or multiple projects. Evaluates and determines changes in methods or procedures in assigned area of responsibility. Determines candidates for employment/termination, conducts performance evaluations and salary reviews for assigned staff and is responsible for the application of company policies.

Master’s 5 years Doctorate 2 years

Subject Matter Expert I

Minimum/General Experience: 7 years

Functional Responsibility: Considered a recognized authority within the company. Works on unusually complex technical problems and provides solutions which are highly innovative. Determines and pursues courses of action necessary to obtain desired results.

Master’s 4 years Doctorate 1 year

Subject Matter Expert II

Functional Responsibility: Recognized industry specialist with technical insight in multiple fields and disciplines. Complexity of work is state of the art and may be new to the company and to the industry.

Serves as consultant to the business unit in long-range planning concerning new or projected areas of technological research and advancements. Is instrumental in attracting/obtaining major new business.

Engagement Manager

Minimum/General Experience: 1 Year

Functional Responsibility: Ensures that the requirements of a contract are known and followed. Verifies work products are in compliance with the contract. Coordinates resource schedules. Tracks, manages, and reports project hours. Ensures delivery of software, licenses, and hardware associated with project.

Oversees invoicing and payment issues.

Minimum Education: Bachelor’s degree.

Option 2 Last Year

Dec 01 2023 Nov 30 2024

Dec 01 2024 Nov 30 2025

Dec 01 2025 Nov 30 2026

Dec 01 2026 Nov 30 2027

Dec 01 2027 Nov 30 2028

Dec 01 2028 Nov 30 2029

Labor Category GSA PRICE including IFF

GSA PRICE

including IFF

GSA PRICE

including IFF

GSA PRICE

including IFF

GSA PRICE

including IFF

GSA PRICE

including IFF

Associate Consultant $80.70 $83.68 $86.77 $89.98 $93.31 $96.77 Engagement Manager $80.70 $83.68 $86.77 $89.98 $93.31 $96.77 Principal Consultant I $161.39 $167.36 $173.55 $179.97 $186.63 $193.53 Principal Consultant II $201.75 $209.22 $216.96 $224.99 $233.31 $241.94 Program Manager $195.99 $203.24 $210.76 $218.56 $226.65 $235.03 Project Manager I $172.92 $179.31 $185.94 $192.83 $199.96 $207.36 Project Manager II $184.45 $191.27 $198.35 $205.68 $213.29 $221.18 Senior Consultant $126.81 $131.51 $136.37 $141.42 $146.65 $152.08 Senior Principal Consultant $224.80 $233.12 $241.74 $250.69 $259.97 $269.59 Senior Solution Architect $242.09 $251.04 $260.33 $269.96 $279.95 $290.31 Solutions Architect $230.57 $239.10 $247.95 $257.13 $266.64 $276.50 Staff Consultant $115.29 $119.56 $123.98 $128.56 $133.32 $138.26 Subject Matter Expert I $270.92 $280.95 $291.35 $302.13 $313.30 $324.90 Subject Matter Expert II $288.21 $298.87 $309.93 $321.40 $333.29 $345.62

Year 15 Year 16 Year 17 Year 18 Year 19 Year 20

INFORMATION TECHNOLOGY CATEGORY

ELECTRONIC COMMERCE SUBCATEGORY

SPECIAL ITEM NUMBER 54151ECOM

ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES

1) Acceptance Testing: Acceptance testing shall be performed of the systems for ordering activity approval in accordance with the approved test procedures. Management and operations pricing shall be provided on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service.

2) Normal commercial installation, operation, maintenance, and engineering interface training on the system shall be provided. If there is a separate charge, it must be stated as an attachment to the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016).

3) Monthly summary report may be provided to the Ordering Activity in accordance with commercial practice.

IT SERVICES SUBCATEGORY

SPECIAL ITEM NUMBER 54151S

INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

All services shall be billed in arrears in accordance with 31 U.S.C. 3324.

IT SOFTWARE SUBCATEGORY

SPECIAL ITEM NUMBER 511210

SOFTWARE LICENSES

SIN 54151 Software Maintenance Services

54151 Software maintenance services 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 services includes person-to-person communications regardless of the medium used to communicate: telephone support, online technical support, customized support, and/or technical expertise which are charged commercially.

SIN 54151 Software Maintenance as a Product

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

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc.

of a software package. These examples are considered software maintenance services under SIN 54151 Software Maintenance Services.

1) Technical Support: Without additional charge to the ordering activity, shall provide a hot line technical support number for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available shall be available during specified hours.

a) At the task or delivery order level, provide a telephone number and hours of operation for technical support hotline; indicate applicable time zone for the hours of operation—i.e., Eastern time, Central, Mountain or Pacific time.

Adobe Technical Support Hotline: 703-288-4556; 9 am to 5 pm Eastern, Monday through Friday, excluding federal holidays.

2) Descriptions and Equipment Compatibility:

Adobe - http://www.adobe.com/products/

Red Hat - https://www.redhat.com/en/technologies/all-products

3) Right-to-Copy Pricing: Outside the scope of this contract.

4) Utilization Limitations

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

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

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

ii) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software maybe used by any subdivision of the ordering activity (service, bureau, division, command, etc.)

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

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

iv) The ordering activity shall have the right to use the software and documentation with the run-time computing environment (e.g. operating system, virtual machine, mobile operating system, processor etc.) to be specifically identified for which itis acquired at any other facility/user device to which that time computing environment may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site/user device if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the software and documentation with a backup time computing environment when the primary is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site/user for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

v) "Commercial Computer Software" may be marked with the Contractor's standard http://www.adobe.com/products/ http://www.redhat.com/en/technologies/all-products 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.

vi) Licensee Data belongs exclusively to Licensee, regardless of where the Data may reside at any moment in time including, but not limited to Licensor hardware, networks or other infrastructure and facilities where Data may reside, transit through or be stored from time to time. Licensor makes no claim to a right of ownership in Licensee Data. Licensor agrees to keep the Licensee Data Confidential as that term is defined in the relevant FAR and DFARS provisions pertaining to Confidential Information and Confidentiality. Licensor is not permitted to use Licensee’s data for a purpose that is not explicitly granted in writing by Licensee. Upon Licensee request, for any reason whatsoever, Licensor must promptly return all Licensee Data in Licensor’s possession in a format as may be designated at the time of request by Licensee.

vii) Licensee may create or hire others (including Licensor) to create modifications, customizations or other enhancements to the Software which might be classified as “Derivative Works” of the software. Unless otherwise negotiated and mutually agreed upon at the order level, the intellectual property (IP) rights to the Derivative Works shall be owned by the owner of the underlying intellectual property. The Derivative Work[s] shall be made available to the Licensee through a royalty free, perpetual worldwide, no charge license to the Licensee.

5) Conversion from Term License to Perpetual License

a) When standard commercial practice offers conversions of term licenses to perpetual licenses, and an ordering activity requests such a conversion, the contractor shall provide the total amount of conversion credits available for the subject software within ten (10) calendar days after placing the order.

b) When conversion credits are provided, they shall continue to accrue from one contract period to the next, provided the software has been continually licensed without interruption.

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

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

Conversion is outside the scope of the contract.

6) Term License Cessation

a) Term licenses are not eligible for conversion to a perpetual license at any time.

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

c) The Contractor agrees to provide updates and software maintenance services for the software after a perpetual license has accrued, at the prices and terms of SIN 54151 - Software Maintenance Services, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

Cessation is outside the scope of the contract.

7) Utilization Limitations for Perpetual Licenses

a) Software Asset Identification Tags (SWID) (Option 1 Perpetual License)

i) Option 1 is applicable when the Offeror agrees to include the International Organization for Standardization/International Electrotechnical Commission 19770-2 (ISO/IEC 19770- 2:2015) standard identification tag (SWID Tag) as an embedded element in the software. An ISO/IEC 19970-2 tag is a discoverable identification element in software that provides licensees enhanced asset visibility. Enhance visibility supports both the goals of better software asset management and license compliance. Offerors may use the National Institute of Standards and Technology (NIST) document “NISTIR 8060: Guidelines for Creation of Interoperable Software Identification (SWID) Tags,” December 2015 to determine if they are in compliance with the ISO/IEC 19770-2 standard

ii) Section 837 of The Federal Information Technology Acquisition Reform Act

(FITARA) of 2014 requires GSA to seek agreements with software vendors that enhance government-wide acquisition, shared use, and dissemination of software, as well as compliance with end user license agreements. The Megabyte Act of 2016 requires agencies to inventory software assets and to make informed decisions prior to new software acquisitions. In June of 2016, the Office of Management and Budget issued guidance on software asset management requiring each CFO Act (Public Law 101-576 – 11/15/1990) agency to begin software inventory management (M-16-12).

To support these requirements, Offerors may elect to include the terms of Option 1 and/or Option 2, which support software asset management and government-wide reallocation or transferability of perpetually licensed software.

b) Reallocation of Perpetual Software (Option 2 Perpetual License)

i) The purpose of SIN 511210 OPTION 2 is to allow ordering activities to transfer software assets for a pre-negotiated charge to other ordering activities.

ii) When an ordering activity becomes aware that a reusable software asset may be available for transfer, it shall contact the Contractor, identify the software license or licenses in question, and request that these licenses be reallocated or otherwise made available to the new ordering activity.

iii) Contractors shall release the original ordering activity from all future obligations under the original license agreement and shall present the new ordering activity with an equivalent license agreement. When the new ordering activity agrees to the license terms, henceforth any subsequent infringement or breach of licensing obligations by the new ordering activity shall be a matter exclusively between the new ordering activity and the Contractor.

iv) The original ordering activity shall de-install, and/or make unusable all of the software assets that are to be transferred. It shall have no continuing right to use the software and any usage shall be considered a breach of the Contractor’s intellectual property and a matter of dispute between the original ordering activity/original license grantee and the licensor.

v) As a matter of convenience, once the original licenses are deactivated, di- installed, or made otherwise unusable by the original ordering activity or license grantee, the Contractor may elect to issue new licenses to the new ordering activity to replace the old licenses. When new licenses are not issued, the Contractor shall provide technical advice on how best to achieve the functional transfer of the software assets.

vi) Software assets that are eligible for transfer that have lapsed Software Maintenance

Services (SIN 54151) may require a maintenance reinstatement fee, chargeable to the new ordering activity or license grantee. When such a fee is paid, the new ordering activity shall receive all the rights and benefits of Software Maintenance Services.

vii) When software assets are eligible for transfer and are fully covered under pre- paid

Software Maintenance Services (SIN 54151), the new ordering activity shall not be required to pay maintenance for those license assets prior to the natural termination of the paid for maintenance period. The rights associated with paid for current Software Maintenance Services shall automatically transfer with the software licenses without fee. When the maintenance period expires, the new ordering activity or license grantee shall have the option to renew maintenance.

viii) The administrative fee to support the transfer of licenses, exclusive of any new incremental licensing or maintenance costs shall be percentage (%) of the original license fee. The fee shall be paid only at the time of transfer. In applying the transfer fee, the Software Contractor shall provide transactional data that supports the original costs of the licenses.

Software assets are not eligible for transfer.

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

CLOUD AND CLOUD-RELATED IT PROFESSIONAL SERVICES

SPECIAL ITEM NUMBER 518210C

Cloud Computing Service Models Offered

• SaaS (Software as a Service) – The capability provided to the consumer is to use the provider’s applications running on a cloud infrastructure . The applications are accessible from various client devices through either a thin client interface, such as a web browser (e.g., web-based email), or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user specific application configuration settings.

DESCRIPTION OF CLOUD COMPUTING SERVICES AND PRICING

1) Deployment Model Deployment models (e.g., private, public, community, or hybrid) are not restricted at the SIN level and any specifications for a deployment model are the responsibility of the Ordering Activity.

• Public Cloud – The cloud infrastructure is provisioned for open use by the general public. It may be owned, managed, and operated by a business, academic, or government organization, or some combination of them. It exists on the premises of the cloud provider.

• Private Cloud – The cloud infrastructure is provisioned for exclusive use by a single organization comprising multiple consumers (e.g., business units). It may be owned, managed, and operated by the organization, a third party, or some combination of SIN 518210C.

• Hybrid Cloud – The cloud infrastructure is a composition of two or more distinct cloud infrastructures (private, community, or public) that remain unique entities, but are bound together by standardized or proprietary technology that enables data and application portability (e.g., cloud bursting for load balancing between clouds).

The National Institute of Standards and Technology (NIST) definition of cloud computing is broken down into the following five distinct characteristics:

• On Demand Self Service – A consumer can unilaterally provision computing capabilities, such as server time and network storage, as needed automatically without requiring human interaction with each service provider.

• Rapid Elasticity – Capabilities can be elastically provisioned and released, in some cases automatically, to scale rapidly outward and inward commensurate with demand. To the consumer, the capabilities available for provisioning often appear to be unlimited and can be appropriated in any quantity at any time.

• Broad Network Access – Capabilities are available over the network and accessed through standard mechanisms that promote use by heterogeneous thin or thick client platforms (e.g., mobile phones, tablets, laptops, and workstations).

• Resource Pooling – The provider’s computing resources are pooled to serve multiple consumers using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to consumer demand. There is a sense of location independence in that the customer generally has no control or knowledge over the exact location of the provided resources but may be able to specify location at a higher level of abstraction (e.g., country, state, or datacenter). Examples of resources include storage, processing, memory, and network bandwidth.

• Measured Service – Cloud systems automatically control and optimize resource use by leveraging a metering capability at some level of abstraction appropriate to the type of service (e.g., storage, processing, bandwidth, and active user accounts). Resource usage can be monitored, controlled, and reported, providing transparency for both the provider and consumer of the utilized service.

• MISCELLANEOUS CATEGORY COMPLEMENTARY SINs SUBCATEGORY SPECIAL ITEM

NUMBER OLM

ORDER-LEVEL MATERIALS

The use of the Order Level Materials (OLM) SIN is limited to 59 OLM-eligible subcategories under the MAS program. Supplies and/or services provided utilizing OLM authority must be acquired in direct support of an individual task or delivery order that is placed under an OLM-eligible subcategory as identified below:

1) Apparel

2) Audio Visual Products

3) Audio Visual Services

4) Awards

5) Background Investigations

6) Business Administrative Services

7) Compensation and Benefits

8) Document Services

9) Electronic Commerce

10) Environmental Services

11) Facilities Maintenance and Repair

12) Facilities Services

13) Facilities Solutions

14) Financial Services

15) Fire/Rescue/Safety/Environmental

Protection Equipment

16) Fitness Solutions.

17) Flags

18) Flooring

19) Fuel Management

20) Furniture Services

21) Healthcare Furniture

22) Household, Dormitory & Quarters

Furniture

23) Human Resources

24) Identity Protection Services

25) Industrial Products

26) Industrial Products and Services

Maintenance and Repair

27) IT Hardware

28) IT Services

29) IT Software

30) IT Solutions

31) IT Training

32) Language Services

33) Legal Services

34) Logistical Services

35) Machinery and Components

36) Mail Management

37) Marine and Harbor

38) Marketing and Public Relations

39) Medical Equipment

40) Miscellaneous Furniture

41) Musical Instruments

42) Office Furniture

43) Office Management Maintenance and Repair

44) Office Services

45) Packaged Furniture.

46) Printing and Photographic Equipment

47) Protective Equipment

48) Records Management

49) Search and Navigation

50) Security Animals and Related Services

51) Security Services

52) Security Systems

53) Signs

54) Social Services

55) Structures

56) Technical and Engineering

Services (non- IT)

57) Telecommunications

58) Testing Equipment

59) Training

NOTE: More information related to the Order Level Materials SIN is available at gsa.gov/mascategoryrequirement

ATTACHMENT A

CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS

Universal Amendment to All Software License Agreements For

Adobe Systems Incorporated Software Products

This Universal Amendment to Software License Agreements for All Adobe Systems Incorporated Software License Agreements ("Amendment") is effective as of as of the date that it is fully executed ("Effective Date") and is between Adobe Systems Incorporated ("Adobe"), and the U.S. General Services Administration ("GSA"). In consideration of the mutual promises and covenants contained in this Amendment, the partiesagree as follows:

1. Applicability

a. This Amendment, agreed to by both parties, applies to GSA and any agency or organization ("Ordering Activity) that places an order for an Adobe Software product under Contract No. GS-35F-Ol 19W (the "GSA Contract"). This Amendment, together with the applicable Software License Agreement or End User License Agreement for the applicable Adobe Software (each such license generally referred to herein as the "License Agreement"), governs the Ordering Activity's installation and use of such Adobe Software. This Amendment only applies to License Agreements for those Adobe Software products that Adobe expressly authorizes the GSA Contract holder to resell or distribute under the GSA Contract pursuant to a letter of supply between Adobe and such GSA Contract holder. Unless expressly stated to the contrary herein, all capitalized terms in this Amendment shall have the meaning ascribed to them in the applicable License Agreement for the applicable Adobe Software.

b. Pursuant to Section 12.212 of the Federal Acquisition Regulations ("FAR"), Adobe and GSA agree that the modifications to the License Agreements are appropriate to ensure compliance with federal laws and to meet the U.S. Government's needs. Accordingly, the License Agreements is hereby modified by this Amendment as it pertains to use of Adobe's software by any Ordering Activity pursuant to a task order placed under the GSA Contract.

c. This Amendment only applies to Ordering Activities of the U.S. Government

(including agencies and departments from the Executive Branch, the Congress, or the Military) and independent federal agencies that are authorized to purchase IT Schedule 70 goods and services under the GSA Contract. This Amendment shall not apply to prime contractors, state/local government entities, or other entities authorized to make purchases under the GSA contract. In addition, this Amendment shall apply to the Ordering Activity itself, shall only apply to the installation and use of the Adobe Software for official government business only on behalf of the Ordering Activity, and shall not apply to any individual who utilizes the Adobe Software Products for his or her personal use or for ause.

2. Precedence and Further Amendment: Any provisions restricting additions or modifications to the License Agreement are hereby deleted to the extent they would preclude this Amendment or any valid task orders placed under the GSA Contract. To the extent the License Agreement conflicts with this Amendment or any relevant task orders, the conflict should be resolved according to the following order of precedence: (I) Federal law, (2) the FAR, (3) this Amendment, (4) any other amendment that Adobe and the Ordering Activity may separately enter into to vary the terms of the License Agreement to accommodate unique license terms under a Task Order, and (5) the License Agreement. This Amendment may only be modified upon written consent of both parties.

3. Contracting Authority: Pursuant to FAR 1.601(a) and 43.102, all provisions in the License Agreement which would allow any individual, except for an authorized contracting officer, to bind the U.S. Government to the terms of the License Agreement or any modifications thereto are hereby deleted. Such provisions include the ability of the software manufacturer to unilaterally modify the terms of the License Agreement and any requirement to accept terms by means of use, download, or click-through agreements. Notwithstanding the foregoing, GSA and Ordering Activity expressly agree that when an authorized contracting officer of the Ordering Activity places a task order for the Adobe Software pursuant to the GSA Contract, all terms of the License Agreement in effect at the time the product was added to the GSA Contract shall be legally binding on Ordering Activity and shall be given full force and legal effect. In the event that Ordering Acti vity receives Adobe Software through a task order that is not authorized by the Ordering Activity's authorized contracting officer or Ordering Activity fails to acknowledge that the License Agreement is binding on Ordering Activity, Ordering Activity shall not be deemed to have any license to the Adobe Software and Adobe reserves all rights, remedies, and enforcement actions and venues available to Adobe under state and federal law, including but not limited to all intellectual property laws without regard to the Dispute Resolution Process or Governing Law provisions of this Amendment.

4. Costs and F e e s : Pursuant to the Anti-Deficiency Act, 31 U.S.C. § 1341(a)(l )(B), the U.S. Government does not agree to pay any future costs or fees under the License Agreement or this Amendment. Any provisions of the License Agreement obligating the U.S. Government to pay costs, fees, or damages, or to otherwise expend appropriations, are hereby deleted unless imposed after following the Dispute Resolution Procedures identified hereunder. Any provisions of the License Agreement providing for automatic renewal absent some action by the U.S. Government are hereby deleted.

5. Installation and Us e of the Software: Installation and use of the software shall be in accordance with the License Agreement, unless an Ordering Activity determines that it requires different terms of use and Adobe agrees in writing to such terms in a valid task order placed pursuant to the GSA Contract.

6. Indemnification: Pursuant to 28 U.S.C. § 516, in the event of any claim against an Ordering Activity arising out of use of the Adobe Software, Adobe cannot assume responsibility for or control of the litigation or any…