Federal Supply Schedule GS35F0199U

AUTHORIZED FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES

The following Special Item Numbers (SINs), FSC Classes and FPDS Codes are covered by this Pricelist:

SIN FSC CLASS FPDS CODE TITLE

132-32 7030 N/A Term Software Licenses 132-33 7030 N/A Perpetual Software Licenses 132-34 N/A N/A Maintenance of Software 132-50 N/A U012 Training Courses for Information Technology Equipment and Software 132-51 N/A D301, D302, D306, D308, D311 Information Technology Professional Services iBASEt 27442 Portola Parkway, Suite 300, Foothill Ranch, CA 92610

Phone 949.598.5200 / Fax 949.598.2600 / DUNS 62-319-1533 Web www.ibaset.com

Contract Number: GS-35F-0199U Period Covered by Contract: 16 Jan 13 – 15 Jan 18

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Pricelist current through Modification # PS-0010 dated 16 January 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/

EXPEDITED DELIVERIES: All items offered herein are available for overnight or 2-day delivery. If software, delivery will be accomplished utilizing FTP downloads. Services will be delivered in accordance with terms and schedules as negotiated with iBASEt Customers. All other items delivered overnight or 2-day via Airborne, Federal Express or other similar commercial entity.

SOURCE DOCUMENTS: The descriptions of products and services and the prices listed herein have been excerpted verbatim from the Solumina Catalog of Products and Services, Rev 6/20/2007, included as Attachment 1A to Exhibit 1 of the BASE PROPOSAL document.

http://www.gsa.gov/Portal/gsa/ep/home.do?tabId=0 http://www.ibaset.com/ http://www.fss.gsa.gov/

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TABLE OF CONTENTS

SECTION PAGE

1.0 INFORMATION FOR ORDERING ACTIVITIES 1

1.1 Geographic Scope of Contract 1

1.2 Contractor’s Ordering Address and Payment Information 1

1.3 Liability for Injury or Damage 2

1.4 Statistical Data for Government Ordering Office Completion 2 of Standard Form 279

1.5 FOB Destination 2

1.6 Delivery Schedule 2

1.7 Discounts 3

1.8 Trade Agreements Act of 1979 (as amended) 3

1.9 Statement Concerning Availability of Export Packaging 3

1.10 Small Requirements 3

1.11 Maximum Order 3

1.12 Ordering Procedures for Federal Supply Schedule Contracts 4

1.13 Federal Information Technology / Telecommunication 4

Standards Requirements

1.13.1 Federal Information Processing Standards 4

Publications (FIPS PUBS)

1.13.2 Federal Telecommunication Standards (FED-STDS) 4

1.14 Contractor Tasks / Special Requirements 5

1.15 Contract Administration for Ordering Activities 6

1.16 GSA Advantage! 6

1.17 Purchase of Open Market Items 6

1.18 Contractor Commitments, Warranties and Representations 6

1.19 Overseas Activities 7

1.20 Blanket Purchase Agreements (BPAs) 7

1.21 Contractor Team Arrangements 7

1.22 Installation, Deinstallation, Reinstallation 7

1.23 Section 508 Compliance 8

1.24 Prime Contractor Ordering from Federal Supply Schedules 8

1.25 Insurance – Work on a Government Installation 8

1.26 Software Interoperability 8

1.27 Advance Payments 9

2.0 TERMS AND CONDITIONS (SINs 132-32, 132-33, 132-34, 10

132-50, 132-51)

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TABLE OF CONTENTS

(Continued)

SECTION PAGE

3.0 iBASEt Product Descriptive Information 28

3.1 SINs 132-32, 132-33, 132-34 (Term Software Licenses, 28

Perpetual Software Licenses, Maintenance of Commercial IT Software)

3.2 SIN 132-50 (Training Courses) 30

3.3 SIN 132-51 (IT Professional Services) 31

4.0 Products and Services Pricelist 35

5.0 Blanket Purchase Agreements (BPAs), Teaming Arrangements, 38 List of Service and Distribution Points, List of Participating Dealers

6.0 iBASEt Supplemental Terms and Conditions 39

6.1 Discounts / Concessions 39

6.2 Delivery, Standard and Expedited 39

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1.0 INFORMATION FOR ORDERING ACTIVITIES - APPLICABLE TO ALL SPECIAL

ITEM NUMBERS

(NOTE: Within this document, the term “Contractor” shall mean iBASEt, and the terms “agencies”, “ordering activities”, “customers” and equivalent terms shall mean all entities ordering, desiring to order or having ordered from this published FSS Schedule Pricelist.)

INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

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

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

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

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

1. GEOGRAPHIC SCOPE OF CONTRACT:

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

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

Offerors are requested to check one of the following boxes:

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

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

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

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:

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:

Ordering Address iBASEt 27442 Portola Parkway, Suite 300 Foothill Ranch, California 92610 Attention: Contracts Phone: 949.598.5200 / Fax: 949.598.2600

Payment Information Net 30 days; Payable to ‘iBASEt’. Send payments to:

iBASEt 27442 Portola Parkway, Suite 300 Foothill Ranch, California 92610 Attention: Accounts Receivable Phone: 949.598.5200 / Fax: 949.598.2600

TECHNICAL ASSISTANCE : Timothy Martin (949.598.5200) / Michel Gadbois (949.598.5262) ORDERING ASSISTANCE : Timothy Martin (949.598.5200) / Michel Gadbois (949.598.5262)

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

3. LIABILITY FOR INJURY OR DAMAGE

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

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF

STANDARD FORM 279:

Block 9: G. Order/Modification Under Federal Schedule (To Come) Block 16: Data Universal Numbering System (DUNS) Number: 62-319-1533 Block 30: Type of Contractor: C – Large Business Block 31: Woman-Owned Small Business - _No_______________ Block 36: Contractor's Taxpayer Identification Number (TIN): _33-0171242_

4a. CAGE Code: _0E9W4_ 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)

_132-32, 132-33_ Immediate delivery via download from FTP site

_132-34, 132-50, 132-51_ Based on terms and schedules as negotiated with the Customer.

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EXPEDITED DELIVERY:

SOFTWARE: Delivery is immediate via download from FTP site. SERVICES: Delivery of services will be in strict accordance with terms and schedules as negotiated with the iBASEt Customer.

HARDWARE: Expedited delivery (i.e., Overnight and 2-Day) is available via carrier of Customer’s choice; charges will be billed at actuals and reflected as a separate line item on the invoice.

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: .5% 10 Net 30 days from receipt of invoice or date of acceptance, whichever is later. Applicable to SIN 132-33 ONLY.

b. Quantity:

c. Dollar Volume: Dollar volume discounts apply ONLY to SIN 132-33, and are as follows:

Basic Discount off MFC Price is = 5% / Volume Discounts off MFC Prices are 6% for $250K-$350K and 7% for >$350K.

d. Government Educational Institutions

e. Other

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: Hardware Only:

Packaging will be in accordance with industry standards; invoiced as a separate line item and at actual costs incurred.

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 132-3 – Leasing of Product Special Item Number 132-4 – Daily / Short Term Rental Special Item Number 132-8 – Purchase of Equipment Special Item Number 132-12 – Maintenance of Equipment, Repair Service, and Repair Parts/Spare Parts Special Item Number 132-32 – Term Software Licenses Special Item Number 132-33 – Perpetual Software Licenses Special Item Number 132-34 – Maintenance of Software Special Item Number 132-51 – Information Technology (IT) Professional Services Special Item Number 132-52 – Electronic Commerce (EC) Services Special Item Number 132-53 – Wireless Services

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

Special Item Number 132-50 - Training Courses

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

Special Item Number 132-60 – Access Certificates for Electronic Services (ACES) Program Special Item Number 132-61 – Public Key Infrastructure (PKI) Shared Service Provider (SSP) Program Special Item Number 132-62 – HSPD-12 Product and Service Components

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.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

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

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS

PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD."

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

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

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

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

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

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

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

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

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

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

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

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

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

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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).

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.

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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:

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

20. BLANKET PURCHASE AGREEMENTS (BPAs)

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

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

21. CONTRACTOR TEAM ARRANGEMENTS

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

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

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

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

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.

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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:

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 endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

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

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

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

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of http://www.section508.gov/

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

Solumina software supports integration using XML messages (http://www.w3.org/XML/) and XML content vocabularies from Open Applications Group, Inc. (http://openapplications.org/). Solumina software integration supports many standards-based message transports, including TCP/IP (http://www.ietf.org/), HTTP (http://www.ietf.org/), SOAP (http://www.w3.org), as well as proprietary or vendor-specific protocols that use these underlying standards.

27. ADVANCE PAYMENTS.

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) http://www.core.gov/ http://www.w3.org/XML/ http://openapplications.org/ http://www.ietf.org/ http://www.w3.org/

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2.0 TERMS AND CONDITIONS

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND

MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its 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, iBASEt’s standard commercial guarantees/warranties as stated in our commercial pricelist will apply to this contract, i.e.:

Perpetual and Term Licenses (Excerpted from Software License Agreement) iBASEt warrants that it has good and clear title to or has the right to sublicense the Software being licensed hereunder, free and clear of all liens and encumbrances.

iBASEt warrants, for a period of ninety (90) days from delivery, that Software used in a manner for which it was designed will generally conform to the applicable iBASEt published specifications prevailing at the time of delivery. iBASEt's sole obligation and liability hereunder shall be to use reasonable efforts to remedy any substantial non-conformance which is reported to iBASEt in writing within the warranty period.

Software Implementation (Excerpted from Software Implementation Agreement) iBASEt warrants that the Professional Consulting services will be performed in a professional manner in accordance with applicable industry standards.

Software Support and Update (Excerpted from Software Support and Update Agreement)

Specifically, iBASEt software support and update services cover the following:

1. Standard Software Support and Update Services A. Scope. Software Support and Update Service includes (a) Update Subscription Service and (b)

Product Support.

a. Update Subscription Service – provides e-mail notifications for product releases and rights to download maintenance and upgrade product releases from Customer Support ftp site as indicated in notifications. Product update/upgrade scripts on CD can also be arranged as needed by customer through Customer Support. Notification provided to authorized contact for each site.

b. Product Support – authorized contact for each site has access to Solumina Customer Support personnel and Technical Analysts that will answer questions and help resolve customer-encountered software problems (Incidents). Update Subscription Service is a prerequisite for Product Support. Product Support personnel will follow up on problem resolution and refer the customer to product updates when applicable.

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B. Problem Resolution. Resolution of customer-encountered software problems (Incidents) may include the following: (1) correction of any defects in the Software program that materially and adversely affects the use of the Software with a customer-specific patch (2) reference to the application of existing product patches, maintenance updates or product upgrade (3) creation and issuance of a Maintenance Update (4) description of a workaround (5) reference to product definitions (Manuals, Release Notes, and Release Bulletins) or (6) any combination thereof.

C. Hours of Support Availability. iBASEt provides live Customer Support, in addition to e-mail, between the hours of 8:00AM and 5:00PM, Pacific time, Monday through Friday, excluding iBASEt's published holidays. Off-hours support for high priority incidents is provided 24x7 through answering service and iBASEt call-back as described in paragraph 2 (Incident Priorities) below.

D. Response Efforts. iBASEt will use commercially reasonable efforts to respond to Customer calls

(Incidents) according to the priority level of the calls. iBASEt will also ensure that best efforts are made to resolve all Incidents within a commercially-reasonable period.

Optional Software Support and Update Service. Customer may request optional software support and update services for customer- specific configurations, customizations, and/or interfaces to other software systems in addition to iBASEts standard Solumina® software support and update service. Update service of interfaces is limited to the Solumina side of interfaces and does not include updates to middleware, networks, and/or other system interface components. Update of customizations or interfaces includes delivery of custom patches to resolve issues with customizations and interfaces.

Update of customizations or interfaces does not imply updating, upgrading or modifying customizations or interfaces to leverage new functionality in Product Updates or Upgrades. Pricing and interface definition for such optional service is on a per proposal basis only. Optional Software Support and Update Service customers are subject to all of the standard general terms and conditions of this agreement.

2. Incident Priorities

Customer Incidents are prioritized according to the following scheme:

P1. The highest priority. A P1 incident/call is considered critical. The production system is down and normal business processes cannot proceed. More than 90% of the users are affected.

The customer's Single Point of Contact (or designated alternate) must call iBASEt's Customer Support Number to properly notify iBASEt. Customer Support will respond and confirm notification within 4 hours on a 24x7 basis. Customer Support shall (a) immediately request and document details of incident; (b) log incident (detailed steps and attachments) in Tech Support database; (c) check reference manuals and Tech Support database; (d) provide initial feedback (e.g., "as-designed," simple workaround, known bug (with workaround), or apparent new bug); (e) alert Manager of Tech Support (e-mail). iBASEt will thereafter use all reasonable and available means to resolve the issue in the shortest time possible.

P2. A P2 incident call is classified as an urgent. The system is up, but not functioning at normal capacity. A major function is not available and it is affecting a significant number of production users. The customer's Single Point of Contact (or designated alternate) must call or e-mail iBASEt's Customer Support Number to properly notify iBASEt. iBASEt Customer Support will respond and confirm notification within one business day. iBASEt will thereafter use reasonable means to resolve the issue.

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P3. The lowest priority. A P3 incident is classified as a routine call. A minor or intermittent problem is occurring and not significantly affecting production. The customer's Single Point of Contact (or designated alternate) must call/or e-mail iBASEt's Customer Support Number to properly notify iBASEt. iBASEt Customer Support will respond and confirm notification within two business days. iBASEt will thereafter use reasonable means to resolve the issue.

Software Configuration / Upgrade Maintenance (Excerpted from Software Configuration / Upgrade Maintenance Agreement) iBASEt warrants that the software configuration services provided hereunder will be performed in a professional manner in accordance with applicable industry standards.

Specifically, iBASEt software configuration / upgrade maintenance services consist of the following:

1. Scope

Configuration Maintenance Service. Configuration Maintenance Service includes software maintenance support and/or upgrade services for customer specific configurations, customizations and/or interfaces to other software systems. This service is provided in addition to Solumina Software Support and Update Service.

Configurations/Interfaces. Configuration/Interface support includes technical support, delivery of custom patches to resolve issues with configurations, customizations, and/or interfaces provided by iBASEt.

Upgrade Support. Upgrade Support includes the upgrade tasks related to customer’s current standard Solumina release to the next release and provides upgrading or modifying configurations, customizations and interfaces to leverage the new functionality contained in product updates.

NOTE: This Agreement does not include: (1) updates to middleware, networks, changes done by customer, and/or other system interface components; (2) cross technology upgrade support, e.g., upgrading Solumina Foundation from Version 3.0 to Version 4.0; and (3) performance tuning.

NOTE: Solumina Software Support and Update Subscription Service is a prerequisite for Solumina Configuration Maintenance Service.

A. Problem Resolution. Resolution of customer-specific configuration/Interface encountered incidents may include the following: (a) correction of any defects in the configuration/interface that materially and adversely affect the use of the configuration/interface (Solumina side, that were done by iBASEt); (b) description of a workaround; or (c) any combination thereof.

B. Hours of Support Availability. iBASEt provides live Customer Support, in addition to e-mail, between the hours of 8:00AM and 5:00PM, Pacific time, Monday through Friday, excluding iBASEt's published holidays. Off-hours support for high priority incidents is provided 24x7 through answering service and iBASEt call-back as described in paragraph 2 (Incident Priorities) below.

C. Response Efforts. iBASEt will use commercially reasonable efforts to respond to Customer calls (Incidents) according to the priority level of the calls. iBASEt will also ensure that best efforts are made to resolve all Incidents within a commercially reasonable period.

D. On-Site Service. In the event On-Site Service is required customer agrees to the following:

a. Travel Expenses: iBASEt’s travel policy will comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

Established Federal Government per diem rates will apply to all Contractor travel.

b. Travel Time: Travel Time shall be billed in accordance with all applicable (Federal / Joint) Travel Regulations, Public Law, Federal Acquisition Regulations and GSA Regulations in effect at the time of travel.

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2. Incident Priorities

Customer Incidents are prioritized according to the following scheme:

P1. The highest priority. A P1 incident/call is considered critical. Configuration/interface systems applications are down and normal business processes cannot proceed. More than 90% of the users are affected. The customer's Single Point of Contact (or designated alternate) must call iBASEt's Customer Support Number to properly notify iBASEt. Customer Support will respond and confirm notification within 4 hours on a 24x7 basis. Customer Support shall (a) immediately request and document details of incident; (b) log incident (detailed steps and attachments) in Technical Support database; (c) check reference manuals and Technical Support database; (d) provide initial feedback (e.g., "as-designed," simple work-around, known bug [with workaround], or apparent new bug); (e) alert Manager of Technical Support (e-mail).

iBASEt will thereafter use all reasonable and available commercial means to resolve the issue in the shortest time possible.

P2. A P2 incident call is classified as urgent. The Configuration/interface system is up, but not functioning at normal capacity. A major function is not available and is affecting a significant number of production users. The customer's Single Point of Contact (or designated alternate) must call or e-mail iBASEt's Customer Support Number to properly notify iBASEt. iBASEt Customer Support will respond and confirm notification within one business day. iBASEt will thereafter use reasonable commercial means to resolve the issue.

P3. The lowest priority. A P3 incident is classified as a routine call. A minor or intermittent problem is occurring and not significantly affecting production. The customer's Single Point of Contact (or designated alternate) must call/or e-mail iBASEt's Customer Support Number to properly notify iBASEt. iBASEt Customer Support will respond and confirm notification within two business days. iBASEt will thereafter use reasonable commercial means to resolve the issue.

b. iBASEt 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, iBASEt 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 949.598.5201 or toll-free at 877.iBASEt-1 (Solumina services only) for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available 24 hours a day.

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

iBASEt provides a complete maintenance plan for its customers including: (1) Support and Upgrade Service on the Solumina; (2) on-site Operations & Maintenance (O&M) support of the entire solution and

(3) maintenance of any configurations / customizations that iBASEt ht have provided as part of the Implementation Services.

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Solumina Support and Upgrade Service Solumina’s software maintenance program is a comprehensive program that includes annual software support and upgrade services. The pricing for Maintenance of Software for Perpetual Licensing Agreements is provided in the Solumina Catalog of Products and Services. Term License pricing includes Maintenance of Software in the base price.

Annual Software Support

A full range of telephone, email and FTP site support services are provided to aid customers with problem resolution by Solumina’s Technical Support Center. The Standard Support Plan provides:

A Solumina support line available 24 hours a day, 7 days a week for receiving requests.

A call center staffed from 8:00 a.m. to 5:00 p.m. Pacific time Monday through Friday for all call priorities.

On-call support personnel to address Priority 1 problems received outside of these times (via telephone only).

Logging of all other calls for review on the next business day.

All service requests to be routed through a select set of approved authorized customer contacts.

When a call is placed for support, an iBASEt Support Engineer will make every effort to return calls immediately. Based on the call priority, requests for support may be placed into a queue for the first available Support Engineer. All support requests are answered in the order they are received, within the targeted response times. The Support Engineer who first responds to the support request will work with the requestor to collect all relevant information and determine which resources should be assigned to your support issue. Priority 1 support calls are immediately escalated to involve technical specialists.

The initial support engineer will always remain the primary contact with the customer, coordinating with specialized iBASEt internal resources and insuring targeted milestone response times are observed.

Targeted Response Times.

Priority 1 System down, no workaround, within 4 hours.

Priority 2 System down, workaround, within 1 day.

Priority 3 Intermittent problem, within 2 days.

Software Updates. Solumina periodically makes maintenance releases with bug fixes and minor enhancements to supported versions of our products. Subscribing to the Maintenance of Software ensures that the customer will have access to all maintenance releases for a product.

Software Upgrade Service. The Company targets one major software upgrade each year. New releases include new functionality, major enhancements and technology improvements. Subscribing to the Maintenance of Software ensures that the customer will have access to all software upgrade releases for a product.

Operations and Maintenance iBASEt offers a broad range of optional support services including full-time on-site Help Desks and Operations Support teams that handle complete cradle-to-grave responsibility for all shop floor and quality systems. These responsibilities often include Server tuning and upkeep, network maintenance, repair and upgrades, and shop floor PC maintenance and support. The specific delimitations of our responsibilities are usually negotiated during the implementation project and are documented in an Operations and Maintenance (O&M) contract.

Help Desk. iBASEt can offer the customer a variety of on-site and off-site Help Desk options with full-time dedicated staff assigned to them. Support can include Training assistance for refreshers, software update training, new hires or anyone needing extra attention. The Help Desk also acts as the first point of contact for bug reporting or system enhancement requests. Our Help Desks are wired into our internal support systems and can access our bug logs or log enhancement requests directly. Help Desk

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Hardware Support. iBASEt can offer customers complete server, network and PC support staffed locally or remotely. iBASEt can also serve the application from a dedicated data center and handle all duties related to managing said data center including hot-back-ups, restores, data archiving, database tuning, hardware upgrades, etc.

Maintenance of Configurations Customer-owned code can be supported and upgraded by iBASEt under a separate maintenance agreement. iBASEt can offer the customer a renewable annual support contract to handle all upgrades, support and continuing configuration work on its project. Code will be delivered to customer fully functionally tested and ready to user test. Our support responsibilities can include complete interface responsibilities into the legacy systems or can be limited to either side of the middleware application.

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 lesser period of time.

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

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

Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance are to be continued during any remainder of the contract period.

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

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance are 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 are to be continued during the subsequent period.

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software…