Federal Supply Schedule GS35F0168U

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AUTHORIZED FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE, AND SERVICES

SIN 132-33 – PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Large Scale Computers Application Software / Utility Software

Microcomputers Application Software / Utility Software

SIN 132-50 – TRAINING COURSES FOR INFORMATION TECHNOLOGY EQUIPMENT AND

SOFTWARE (FPDS Code U012)

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

FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D317 Creation/Retrieval of IT Related Automated News Services, Data Services, or

Other Information Services (All other information services belong under Schedule 76)

Seapine Software, Inc 6960 Cintas Blvd.

Mason, OH 45040-2355 513-754-1655 www.seapine.com

Contract Number: ___GS-35F-0168U_________________________________________ Period Covered by Contract: _ December 24, 2007 through December 23, 2017________ General Services Administration - Federal Supply Service

Pricelist current through Modification #PO-0007, dated January 12, 2013.

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s Home Page via the Internet at http://www.fss.gsa.gov/

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Table of Contents

1. Information For Ordering Activities Applicable To All Special Item Numbers

2. Terms and Conditions Applicable to Perpetual Software Licenses (Special Item Number 132-33) for General Purpose Commercial Information Technology Software

3. Terms and Conditions Applicable to Training Courses for General Purpose Commercial Information Technology Software (Special Item Number 132-50)

4. Terms and Conditions Applicable to Information Technology (IT) Professional Services (Special Item Number 132-51)

5. USA Commitment To Promote Small Business Participation Procurement Programs

6. Suggested Format For Blank Purchase Agreement (BPAs)

7. Basic Guidelines For Using Contractor Team Arrangements

8. Service and Distribution Points

9. Participating Dealers

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1. INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation

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

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

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

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

1. GEOGRAPHIC SCOPE OF CONTRACT:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S.

Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

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

Offerors are requested to check one of the following boxes:

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

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

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

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

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

Seapine Software, Inc 6960 Cintas Blvd.

Mason, OH 45040-2355 Main #: 513-754-1655 Fax #: 513-754-1660 www.seapine.com

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.

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

Main #: 513-754-1655 Toll Free #: 888-683-6456

3. LIABILITY FOR INJURY OR DAMAGE

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

4. STATICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD

FORM 279:

Block 9: G. Order/Modification Under Federal Schedule

Block 16: Data Universal Numbering System (DUNS) Number: 92-9531267

Block 30: Type of Contractor - B. Other Small Business

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

Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 31-1438719

4a. CAGE Code: 3CMJ6 4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

6. DELIVERY SCHEDULE

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

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-33 1 Day

132-50 * Days

132-51 * Days

*As Negotiated Between Contractor and Ordering Activity.

NOTE: All software is delivered electronically and available for download directly from Seapine Software’s website at no additional charge. All documentation is included in the software in a PDF file format and available for download directly from Seapine Software’s website at no additional charge.

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

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

a. Prompt Payment: None

b. Quantity: None

c. Dollar Volume: None

d. Government Educational Institutions - Government Educational Institutions are offered the same discounts as all other Government customers.

e. Other - None

8. TRADE AGREEMENTS ACT OF 1979, as amended:

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

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

10. Small Requirements: The minimum dollar value of orders to be issued is $100.

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

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

Special Item Number 132-33 - Perpetual Software Licenses Special Item Number 132-51 - Information Technology (IT) Professional Services

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

Special Item Number 132-50 - Training Courses

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

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

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

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

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13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

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

Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

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

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

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

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

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

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

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

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

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

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

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

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year.

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

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

16. GSA ADVANTAGE!

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

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.:

NetScape). The Internet address is http://www.fss.gsa.gov/.

17. PURCHASE OF OPEN MARKET ITEMS

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

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

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

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

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

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

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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

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

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

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

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

19. OVERSEAS ACTIVITIES

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

NONE

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)

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

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21. CONTRACTOR TEAM ARRANGEMENTS

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

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

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

However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

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

23. SECTION 508 COMPLIANCE.

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

www.seapine.com

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

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

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

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

(b) The following statement:

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

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

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

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an

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

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

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

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS

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

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2. TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE

LICENSES (SPECIAL ITEM NUMBER 132-33) FOR GENERAL

PURPOSECOMMERCIAL 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 postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. GUARANTEE/WARRANTY

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

Seapine Software, Inc.

Software License Agreement Seapine Software, Inc. ( Seapine ) is willing to license the enclosed software ( Software ) to you only if you accept all of the terms in this license agreement. Please read the terms carefully before you install the software, as installing the software indicates you agree to be bound by the terms of this agreement. If you do not agree to these terms, return the entire package and your receipt within 30 days to the place of purchase for a full refund.

Ownership of the Software

1. The Software and the accompanying written materials are owned by Seapine [or its suppliers] and are protected by United States copyright laws, by laws of other nations, and by international treaties.

Grant of License

2. Seapine grants to you the right to install a Named or Floating License serial number on one computer. In no event shall you install said Named or Floating License on more than one computer at the same time. In no event shall the total number of users exceed the number of user licenses acquired for the Software.

3. Seapine grants to you the right to install Client Software on any number of computers. However, the number of users licensed to use the Client Software at the same time is indicated on the back of this Software License Agreement.

Restrictions on Use and Transfer

4. You may not copy or duplicate the Software, except as necessary solely for archival purposes, program error verification, or to replace defective storage media. You agree to retain the Software and all copies in your possession.

5. You may permanently transfer the Software and accompanying written materials (including the most recent update and all prior versions) if you retain no copies and the transferee agrees to be bound by the terms of this Agreement. Such a transfer terminates your license. You may not rent or lease the Software or otherwise transfer or assign the right to use the Software, except as stated in this paragraph.

6. You may not reverse engineer, decompile, or disassemble the Software.

Limited Warranty

7. Seapine warrants the Software will perform substantially in accordance with the accompanying written materials for a period of 30 days from the date of your receipt of the Software. Any implied warranties on the Software are limited to 30 days. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

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8. Seapine's entire liability and your exclusive remedy shall be, at Seapine's choice, either (a) return of the price paid or (b) replacement of the software that does not meet Seapine's limited warranty and which is returned to Seapine with a copy of your receipt. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

9. This Limited Warranty is void if failure of the Software has resulted from modification, accident, abuse, or misapplication.

10. IN NO EVENT WILL SEAPINE BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR

INABILITY TO USE THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR

LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION

MAY NOT APPLY TO YOU.

11. U.S. Government Restricted Rights. The Software and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1)(ii) and (2) of Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Supplier is Seapine Software, Inc., 6960 Cintas Blvd., Mason, OH 45040, USA.

12. If you have any questions concerning this Agreement or need to contact Seapine for any reason, please call Seapine

Software at (513) 754-1655 or write: Seapine Software, Inc., 6960 Cintas Blvd., Mason, OH 45040, USA.

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

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

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 888-683-6456, option 3 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00AM Eastern Standard Time to 6:00PM Eastern Standard Time Monday thru Friday, excluding major holidays.

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Premium Care Support and Maintenance

Support coverage Monday-Friday 9:00 AM - 6:00 PM (EST), excluding major holidays

Unlimited telephone, email, and online technical support

Free upgrades for all major and minor releases*

Unrestricted knowledgebase and user forum access

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Premium Care support, which is required with the initial purchase of any Seapine product, protects your software investment by providing technical support and all related product upgrades for an annual price. Equivalent to many company's top-tier support program, Premium Care makes it easy for organizations to keep their Seapine solutions up to date.

* Bug fixes are made in the current product version, not to earlier versions that are still supported.

Critical Care Support and Maintenance

Requires Premium Care subscription

24x7 support coverage, including major holidays

Priority routing of issues during business hours

Thirty minute response time

Unlimited telephone, email, and online technical support

Free upgrades for all major and minor releases*

Unrestricted knowledgebase and user forum access

Critical Care support provides 24-hour-a-day technical support for organizations that leverage Seapine solutions for mission-critical processes and applications. This plan also protects your software investment by including all upgrades for an annual price.

Critical Care covers a single product at a single location. Additional products or locations may be placed under Critical Care for an additional cost. Our pricing policy ensures you are not paying for coverage on non-mission critical products. We currently offer Critical Care subscriptions for all server-based products including Seapine CM, Surround SCM, and the TestTrack product family.

* Bug fixes are made in the current product version, not to earlier versions that are still supported.

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

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

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

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

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

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the

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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

The contractor does not offer this option on a commercial basis and therefore cannot offer it in connection with this Contract.

7. UTILIZATION LIMITATIONS - (132-32, 132-33, AND 132-34)

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

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

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

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public 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

- 15 -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 - (132-32 AND 132-33)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

9. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

10. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

11. SOFTWARE PRICING

SIN Product Number Product Description

GSA

Price

Note: All initial product license purchases require an additional purchase of Premium Care, which provides product support and license upgrades for one year after the license purchase date.

TestTrack Pro v2012

Licensing

132-33 TTP-NAM-CUR TestTrack Pro Named License

1-9 Users $338.27 EA

10-24 Users $318.37 EA

25-49 Users $298.47 EA

50-99 Users $278.57 EA

100+ Users $258.68 EA

132-33 TTP-MNT-N TestTrack Pro Named License Premium Care

1-9 Users $67.65 EA

10-24 Users $63.67 EA

25-49 Users $59.69 EA

50-99 Users $55.71 EA

100+ Users $51.74 EA

- 16 -

132-33 TTP-FLT-CUR TestTrack Pro Floating License

1-9 Users $852.09 EA

10-24 Users $801.97 EA

25-49 Users $751.85 EA

50-99 Users $701.72 EA

100+ Users $651.60 EA

132-33 TTP-MNT-F TestTrack Pro Floating License Premium Care

1-9 Users $170.42 EA

10-24 Users $160.39 EA

25-49 Users $150.37 EA

50-99 Users $140.34 EA

100+ Users $130.32 EA

Printed Product Documentation

132-33 TTP-DOC-CLIENT TestTrack Pro Client Documentation Set $40.80 EA

132-33 TTP-DOC-WEB TestTrack Pro Web Documentation Set $40.80 EA

132-33 TTP-DOC-

COMBINED

TestTrack Pro Combined Documentation Set $63.47 EA

Premium Care Annual Renewal

132-33 TTP-RNW-N TestTrack Pro Named License Premium Care Renewal

1-9 Users $67.65 EA

10-24 Users $63.67 EA

25-49 Users $59.69 EA

50-99 Users $55.71 EA

100+ Users $51.74 EA

132-33 TTP-RNW-F TestTrack Pro Floating License Premium Care

1-9 Users $170.42 EA

10-24 Users $160.39 EA

25-49 Users $150.37 EA

132-33 TTP-MNT-CC TestTrack Pro 24x7 Critical Care $2,720.25 EA

TestTrack TCM v2012

Licensing

132-33 TCM-NAM-CUR TestTrack TCM Named License

1-9 Users $509.54 EA

10-24 Users $479.57 EA

25-49 Users $449.60 EA

50-99 Users $419.62 EA

100+ Users $389.65 EA

132-33 TCM-MNT-N TestTrack TCM Named License Premium Care

1-9 Users $101.91 EA

10-24 Users $95.91 EA

25-49 Users $89.92 EA

- 17 -

50-99 Users $83.92 EA

100+ Users $77.93 EA

132-33 TCM-FLT-CUR TestTrack TCM Floating License

1-9 Users $1,280.28 EA

10-24 Users $1,204.97 EA

25-49 Users $1,129.66 EA

50-99 Users $1,054.35 EA

100+ Users $979.04 EA

132-33 TCM-MNT-F TestTrack TCM Floating License Premium Care

1-9 Users $256.06 EA

10-24 Users $240.99 EA

25-49 Users $225.93 EA

50-99 Users $210.87 EA

100+ Users $195.81 EA

132-33 TCM-DOC-CUR TestTrack TCM Web Documentation Set $40.80 EA

132-33 TCM-RNW-N TestTrack TCM Named License Premium Care

1-9 Users $101.91 EA

25-49 Users $89.92 EA

50-99 Users $83.92 EA

100+ Users $77.93 EA

132-33 TCM-RNW-F TestTrack TCM Floating License Premium Care

1-9 Users $256.06 EA

10-24 Users $240.99 EA

25-49 Users $225.93 EA

132-33 TCM-MNT-CC TestTrack TCM 24x7 Critical Care $2,720.25 EA

TestTrack RM v2012

132-33 TTR-NAM-SPC TestTrack RM Named License

1-9 Users $852.09 EA

10-24 Users $801.97 EA

25-49 Users $751.85 EA

50-99 Users $701.72 EA

100+ Users $651.60 EA

132-33 TTR-MNT-N TestTrack RM Named License Premium Care

10-24 Users $160.39 EA

25-49 Users $150.37 EA

- 18 -

132-33 TTR-FLT-SPC TestTrack RM Floating License

1-9 Users $2,136.66 EA

10-24 Users $2,010.97 EA

25-49 Users $1,885.28 EA

50-99 Users $1,759.60 EA

100+ Users $1,633.91 EA

132-33 TTR-MNT-F TestTrack RM Floating License Premium Care

1-9 Users $427.33 EA

10-24 Users $402.19 EA

25-49 Users $377.06 EA

50-99 Users $351.92 EA

100+ Users $326.78 EA

132-33 TTR-RNW-N TestTrack RM Named License Premium Care

10-24 Users $160.39 EA

25-49 Users $150.37 EA

50-99 Users $140.34 EA

100+ Users $130.32 EA

132-33 TTR-RNW-F TestTrack RM Floating License Premium Care

1-9 Users $427.33 EA

10-24 Users $402.19 EA

25-49 Users $377.06 EA

50-99 Users $351.92 EA

100+ Users $326.78 EA

132-33 TTR-MNT-CC TestTrack RM 24x7 Critical Care $2,720.25 EA

Surround SCM v2012

132-33 SCM-NAM-CUR Surround SCM Named License

1-9 Users $509.54 EA

10-24 Users $479.57 EA

25-49 Users $449.60 EA

50-99 Users $419.62 EA

100+ Users $389.65 EA

132-33 SCM-MNT-N Surround SCM Named License Premium Care

1-9 Users $101.91 EA

10-24 Users $95.91 EA

25-49 Users $89.92 EA

50-99 Users $83.92 EA

100+ Users $77.93 EA

- 19 -

132-33 SCM-FLT-CUR Surround SCM Floating License

1-9 Users $1,280.28 EA

10-24 Users $1,204.97 EA

25-49 Users $1,129.66 EA

50-99 Users $1,054.35 EA

100+ Users $979.04 EA

132-33 SCM-MNT-F Surround SCM Floating License Premium Care

1-9 Users $256.06 EA

10-24 Users $240.99 EA

25-49 Users $225.93 EA

132-33 SCMX-DOC-SET Surround SCM Documentation Set $31.74 EA

132-33 SCM-RNW-N Surround SCM Named License Premium Care

1-9 Users $101.91 EA

25-49 Users $89.92 EA

50-99 Users $83.92 EA

100+ Users $77.93 EA

132-33 SCM-RNW-F Surround SCM Floating License Premium Care

1-9 Users $256.06 EA

10-24 Users $240.99 EA

25-49 Users $225.93 EA

132-33 SCM-MNT-CC Surround SCM 24x7 Critical Care $2,720.25 EA

QA Wizard v4.x

132-33 QAW-DED-CUR QA Wizard Dedicated License

1 User $2,564.84 EA

2-4 Users $2,413.97 EA

5-9 Users $2,263.10 EA

10+ Users $2,112.22 EA

132-33 QAW-MNT-D QA Wizard Dedicated License Premium Care

1 User $512.97 EA

2-4 Users $482.79 EA

5-9 Users $452.62 EA

10+ Users $422.44 EA

- 20 -

132-33 QAW-FLT-CUR QA Wizard Floating License

1 User $6,418.53 EA

2-4 Users $6,040.97 EA

5-9 Users $5,663.41 EA

10+ Users $5,285.85 EA

132-33 QAW-MNT-F QA Wizard Floating License Premium Care

1 User $1,283.71 EA

2-4 Users $1,208.19 EA

5-9 Users $1,132.68 EA

10+ Users $1,057.17 EA

132-33 QAW-RND-CUR QA Wizard Runtime Dedicated License

1 User $852.09 EA

2-4 Users $801.97 EA

5-9 Users $751.85 EA

10+ Users $701.72 EA

132-33 QAW-MNT-RD QA Wizard Runtime Dedicated License Premium Care

1 User $170.42 EA

2-4 Users $160.39 EA

5-9 Users $150.37 EA

10+ Users $140.34 EA

132-33 QAW-RNF-CUR QA Wizard Runtime Floating License

1 User $2,136.66 EA

2-4 Users $2,010.97 EA

5-9 Users $1,885.28 EA

10+ Users $1,759.60 EA

132-33 QAW-MNT-RF QA Wizard Runtime Floating License Premium

1 User $427.33 EA

2-4 Users $402.19 EA

5-9 Users $377.06 EA

10+ Users $351.92 EA

132-33 QAW-DED-OCR QA Wizard OCR Add-on Dedicated License

1 User $128.46 EA

2-4 Users $120.90 EA

5-9 Users $113.34 EA

10+ Users $105.79 EA

132-33 QAW-MNT-OCRD QA Wizard OCR Add-on Dedicated License Premium Care

1 User $25.69 EA

2-4 Users $24.18 EA

5-9 Users $22.67 EA

10+ Users $21.16 EA

132-33 QAW-FLT-OCR QA Wizard OCR Add-on Floating License

1 User $256.91 EA

2-4 Users $241.80 EA

5-9 Users $226.69 EA

10+ Users $211.58 EA

- 21 -

132-33 QAW-MNT-OCRF QA Wizard OCR Add-on Floating License

1 User $51.38 EA

2-4 Users $48.36 EA

5-9 Users $45.34 EA

10+ Users $42.32 EA

132-33 QAW-DOC-SET QA Wizard Documentation Set $31.74 EA

132-33 QAW-RNW-D QA Wizard Dedicated License Premium Care

2-4 Users $482.79 EA

5-9 Users $452.62 EA

10+ Users $422.44 EA

132-33 QAW-RNW-F QA Wizard Floating License Premium Care

1 User $1,283.71 EA

2-4 Users $1,208.19 EA

5-9 Users $1,132.68 EA

10+ Users $1,057.17 EA

132-33 QAW-RNW-RD QA Wizard Runtime Dedicated License Premium Care Renewal

5-9 Users $150.37 EA

10+ Users $140.34 EA

132-33 QAW-RNW-RF QA Wizard Runtime Floating License Premium

1 User $427.33 EA

2-4 Users $402.19 EA

5-9 Users $377.06 EA

10+ Users $351.92 EA

132-33 QAW-RNW-OCRD QA Wizard OCR Add-on Dedicated License Premium Care Renewal

5-9 Users $22.67 EA

10+ Users $21.16 EA

132-33 QAW-RNW-OCDF QA Wizard OCR Add-on Floating License

5-9 Users $45.34 EA

10+ Users $42.32 EA

- 22 -

QA Wizard Pro v2012

Licensing

132-33 QWP-DED-CUR QA Wizard Pro Dedicated License

1 User $1,280.28 EA

2-4 Users $1,204.97 EA

5-9 Users $1,129.66 EA

10+ Users $1,054.35 EA

132-33 QWP-MNT-D QA Wizard Pro Dedicated License Premium

1 User $256.06 EA

2-4 Users $240.99 EA

5-9 Users $225.93 EA

10+ Users $210.87 EA

132-33 QWP-FLT-CUR QA Wizard Pro Floating License

1 User $2,564.84 EA

2-4 Users $2,413.97 EA

5-9 Users $2,263.10 EA

10+ Users $2,112.22 EA

132-33 QWP-MNT-F QA Wizard Pro Floating License Premium Care

1 User $512.97 EA

2-4 Users $482.79 EA

5-9 Users $452.62 EA

10+ Users $422.44 EA

132-33 QWP-RND-CUR QA Wizard Pro Runtime Dedicated License

1 User $423.91 EA

2-4 Users $398.97 EA

5-9 Users $374.03 EA

10+ Users $349.10 EA

132-33 QWP-MNT-RD QA Wizard Pro Runtime Dedicated License

1 User $84.78 EA

2-4 Users $79.79 EA

5-9 Users $74.81 EA

10+ Users $69.82 EA

132-33 QWP-RNF-CUR QA Wizard Pro Runtime Floating License

1 User $852.09 EA

2-4 Users $801.97 EA

5-9 Users $751.85 EA

10+ Users $701.72 EA

132-33 QWP-MNT-RF QA Wizard Pro Runtime Floating License

5-9 Users $150.37 EA

10+ Users $140.34 EA

- 23 -

132-33 QWP-DED-OCR QA Wizard Pro OCR Add-on Dedicated License

1 User $128.46 EA

2-4 Users $120.90 EA

5-9 Users $113.34 EA

10+ Users $105.79 EA

132-33 QWP-MNT-OCRD QA Wizard Pro OCR Add-on Dedicated License

5-9 Users $22.67 EA

10+ Users $21.16 EA

132-33 QWP-FLT-OCR QA Wizard Pro OCR Add-on Floating License

1 User $256.91 EA

2-4 Users $241.80 EA

5-9 Users $226.69 EA

10+ Users $211.58 EA

132-33 QWP-MNT-OCRF QA Wizard Pro OCR Add-on Floating License

5-9 Users $45.34 EA

10+ Users $42.32 EA

132-33 QWP-LT-VU QAWP Load Testing 50 Virtual Users

50 Users $427.33 EA

100-200 Users $402.19 EA

250-450 Users $377.06 EA

500+ Users $351.92 EA

132-33 QWP-MNT-LTVU QAWP Load Testing 50 Virtual Users Premium

50 Users $85.47 EA

100-200 Users $80.44 EA

250-450 Users $75.41 EA

500+ Users $70.38 EA

132-33 QWP-DOC-SET QA Wizard Pro Documentation Set $31.74 EA

132-33 QWP-RNW-D QA Wizard Pro Dedicated License Premium

1 User $256.06 EA

2-4 Users $240.99 EA

5-9 Users $225.93 EA

10+ Users $210.87 EA

132-33 QWP-RNW-F QA Wizard Pro Floating License Premium Care

2-4 Users $482.79 EA

5-9 Users $452.62 EA

10+ Users $422.44 EA

- 24 -

132-33 QWP-RNW-RD QA Wizard Pro Runtime Dedicated License

1 User $84.78 EA

2-4 Users $79.79 EA

5-9 Users $74.81 EA

10+ Users $69.82 EA

132-33 QWP-RNW-RF QA Wizard Pro Runtime Floating License

5-9 Users $150.37 EA

10+ Users $140.34 EA

132-33 QWP-RNW-OCRD QA Wizard Pro OCR Add-on Dedicated License

5-9 Users $22.67 EA

10+ Users $21.16 EA

132-33 QWP-RNW-OCDF QA Wizard Pro OCR Add-on Floating License

5-9 Users $45.34 EA

10+ Users $42.32 EA

132-33 QWP-RNW-LTVU QAWP Load Testing 50 Virtual Users Premium

50 Users $85.47 EA

100-200 Users $80.44 EA

250-450 Users $75.41 EA

500+ Users $70.38 EA

TestTrack Studio Suite (bundle of TestTrack Pro and TestTrack TCM)

132-33 TTS-NAM-CUR TestTrack Studio Named License

1-9 Users $847.81 EA

10-24 Users $797.94 EA

25-49 Users $748.07 EA

50-99 Users $698.20 EA

100+ Users $648.33 EA

132-33 TTS-MNT-N TestTrack Studio Named License Premium Care

1-9 Users $169.56 EA

10-24 Users $159.59 EA

25-49 Users $149.61 EA

50-99 Users $139.64 EA

100+ Users $129.67 EA

- 25 -

132-33 TTS-FLT-CUR TestTrack Studio Floating License

1-9 Users $2,132.37 EA

10-24 Users $2,006.94 EA

25-49 Users $1,881.51 EA

50-99 Users $1,756.07 EA

100+ Users $1,630.64 EA

132-33 TTS-MNT-F TestTrack Studio Floating License Premium

1-9 Users $426.47 EA

10-24 Users $401.39 EA

25-49 Users $376.30 EA

50-99 Users $351.21 EA

100+ Users $326.13 EA

132-33 TTS-DOC-CUR TestTrack Studio Documentation Set $77.07 EA

132-33 TTS-RNW-N TestTrack Studio Named License Premium Care

1-9 Users $169.56 EA

10-24 Users $159.59 EA

25-49 Users $149.61 EA

50-99 Users $139.64 EA

100+ Users $129.67 EA

132-33 TTS-RNW-F TestTrack Studio Floating License Premium

25-49 Users $376.30 EA

Seapine CM Suite (bundle of TestTrack Pro and Surround SCM)

132-33 CM-NAM-CUR Seapine CM Named License

1-9 Users $847.81 EA

10-24 Users $797.94 EA

25-49 Users $748.07 EA

50-99 Users $698.20 EA

100+ Users $648.33 EA

132-33 CM-MNT-N Seapine CM Named License Premium Care

1-9 Users $169.56 EA

10-24 Users $159.59 EA

25-49 Users $149.61 EA

50-99 Users $139.64 EA

100+ Users $129.67 EA

- 26 -

132-33 CM-FLT-CUR Seapine CM Floating…