Federal Supply Schedule GS35F0272P

Prices Shown Herein are Net (discount deducted)

Federal Supply Service

Authorized Federal Supply Schedule Price List

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Schedule Title

Horizon Software International, LLC Federal Supply Schedule Contract Price List

FSC Group, Part, and Section or Standard Industrial Group (as applicable)

FSC Class(es)/Product code(s) and/or Service Codes (as applicable)

FSC Classes: 7030 Information Technology Software FPDS Codes: U012 FPDS Codes: D306 IT System Analysis Services D311 IT Data Conversion Services

Contract Number

GS‐35F‐0272P

For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov.

Contract period: 02/12/2009 – 02/11/2014

Contractor's name, address, and phone number (include toll‐free WATS number and FAX number, if applicable)

Horizon Software International, LLC 2915 Premiere Parkway #300, Duluth, GA 30097 Phone: 800‐741‐7100 Fax: 770‐554‐6331

Contractor's internet address/web site where schedule information can be found (as applicable).

www.horizonsoftware.com

Contract administration source (if different from preceding entry).

www.horizonsoftware.com

Business size.

Horizon Software International, LLC employees 180 people.

CUSTOMER INFORMATION

1a. Table of awarded special item number(s) with appropriate cross‐reference to item descriptions and awarded price(s).

Products and Services Pricelist SIN# 132‐33 Perpetual Software Licenses

Item Name / Model Brief Description Price Central Office Software

FastLane Central Office K‐12 Point of Sale Central Office Package $2,263.22

Premier Accountability K‐12 Premier Accountability Package $6,041.56

Free and Reduced K‐12 Free and Reduced Package $1,885.39

Free and Reduced (<3000) K‐12 Free and Reduced Package (< 3000 students) $1,507.56

B.O.S.S. Premier Complete Inventory, Order Processing, Menu Planner, Production + $4,530.23

B.O.S.S. Premier Phased Inventory and Order Processing $1,507.56

B.O.S.S. Power Pro Complete Inventory, Order Processing, Menu Planner, Production + $3,018.89

B.O.S.S. Power Pro Phased Inventory and Order Processing $1,280.86

B.O.S.S. CDC ‐ Over 20 Sites Central Distribution Center Package ‐ Over 20 Sites $15,109.57

B.O.S.S. CDC ‐ 10‐20 Sites Central Distribution Center Package ‐ 10 ‐ 20 Sites $7,552.90

B.O.S.S. CDC ‐ Under 10 Sites Central Distribution Center Package ‐ Under 10 Sites $3,774.56

B.O.S.S. CK Over 20 Sites Central Kitchen ‐ Over 20 Sites $15,109.57

B.O.S.S. CK 1‐20 Sites Central Kitchen ‐ 1 to 20 Sites $7,552.90

B.O.S.S. Base Kitchen Base Kitchen Package $3,774.56

Asset Management Asset Management Package $751.89

Personnel Management Personnel Management Package $751.89

Multi User Licenses Network Multi‐User Access per Block of Four Users $253.15

HQ Central Office HQ Point of Sale for the Military $2,036.52

IQ Central Office IQ Point of Sale for the Higher Education Market $2,036.52

Millennium Plus Central Office Millennium Plus Point of Sale for the Retirement Market $2,036.52

Rx Central Office Rx Point of Sale for the Health Care Market $2,036.52

Corporate Café Central Office Corporate Café Point of Sale for the Corporate Market $2,036.52

HQ Standalone Manager HQ Point of Sale for the Military $2,036.52

IQ Standalone Manager IQ Point of Sale for the Higher Education Market $2,036.52

Millennium Plus Standalone Manager Millennium Plus Point of Sale for the Retirement Market $2,036.52

Rx Standalone Manager Rx Point of Sale for the Health Care Market $2,036.52

Corporate Café Standalone Manager Corporate Café Point of Sale for the Corporate Market $2,036.52

Consolidation Package Consolidation Package for Manager's Machine $298.49

Communications Package Communications Package for POS System $222.92

SQL License Microsoft SQL Database License $1,511.34

McAfee Antivirus McAfee Antivirus Software with Networkable Upgrading $204.03

Firewall Software Norton Firewall Protection Software $52.90

C‐Store Central Office Convenience Store Central Office Package $1,507.56

POS Manager Upgrade POS Manager or Standalone POS Upgrade Package $547.86

Payroll Deduct Payroll Deduct / Invoicing Package $1,020.15

General Ledger General Ledger Package $1,020.15

Credit Authorization Credit Authorization Software Package $525.19

Site‐Based Software

FastLane Point of Sale K‐12 Point of Sale Site Software Package $1,885.39

Accountability ‐ Site K‐12 Accountability Site Package $374.06

Premier Accountability ‐ Site K‐12 Premier Accountability Site Package $600.76

Free and Reduced ‐ Site K‐12 Free and Reduced Site Package $751.89

B.O.S.S. Premier Complete Inventory, Order Processing, Menu Planner, Production + $2,263.22

B.O.S.S. Premier Phased Inventory and Order Processing $1,280.86

B.O.S.S. Power Pro Complete Inventory, Order Processing, Menu Planner, Production + $1,129.72

B.O.S.S. Power Pro Phased Inventory and Order Processing $600.76

B.O.S.S. Satellite Site Package Central Kitchen Satellite Base Software Package $903.02

B.O.S.S. Satellite Production Central Kitchen Satellite Production Software Package $298.49

B.O.S.S. Satellite Inventory Central Kitchen Satellite Inventory Software Package $298.49

Asset Management Asset Management Package $298.49

Personnel Management Personnel Management Package $298.49

HQ Terminal Point of Sale HQ Point of Sale for the Military $1,307.30

IQ Terminal Point of Sale IQ Point of Sale for the Higher Education Market $1,307.30

Millennium Plus Terminal Point of Sale Millennium Plus Point of Sale for the Retirement Market $1,307.30

Rx Terminal Point of Sale Rx Point of Sale for the Health Care Market $1,307.30

Corporate Café Terminal Point of Sale Corporate Café Point of Sale for the Corporate Market $1,307.30

McAfee Antivirus McAfee Antivirus Software with Networkable Upgrading $204.03

Firewall Software Norton Firewall Protection Software $52.90

C‐Store Site Convenience Store Site Package $3,018.89

Credit Authorization Credit Authorization Software Package $94.46

SIN# 132‐34 Maintenance of Software

FastLane Product Suite Maintenance Covers Technical Support and Product Upgrades – Based on the

Total Software Purchase Price Applied to the maintenance total B.O.S.S. Product Suite Maintenance Covers Technical Support and Product Upgrades – Based on the

Total Software Purchase Price Applied to the maintenance total HQ/IQ/MP/RX/CC Product Suite Maintenance

Covers Technical Support and Product Upgrades

Technical Support ‐ Base Amount for up to 5 Terminals $1,360.20

Technical Support ‐ Per Terminal After 5 Terminals $272.04

Product Upgrades ‐ Per POS Terminal $181.36

Product Upgrades ‐ Per Manager Machine or CO Computer $226.70

C‐Store Maintenance Product Upgrades ‐ Per Site Charge $544.08

Product Upgrades ‐ Central Site Charge $272.04

Credit Authorization Maintenance Per Software Package $136.02

SIN# 132‐50 Training Courses

On‐Site Implementation Specialist Perform training and installation services for all systems.

Quoted on a daily rate. Does not include travel and lodging expense.

$587.51

Training at Horizon Facility Perform training for all systems at East or West Training Center.

Quoted on a daily rate. Rate includes one person; however additional personnel are billed at $150 per day.

$587.51

On‐Site Project Manager Project Manager services for a one‐year term at used larger customer site locations. This option is quoted on an annual basis.

$148,110.83

SIN# 132‐51 Information Technology (IT) Professional Services

On‐Site Systems Engineer Performs high level training, and configures the client's network for optimum performance. Quoted on a daily rate. Does not Include travel and lodging expense.

$982.47

Inventory Database Setup System setup services for the Inventory Management Software. $2,957.28

Menu Planner Database Setup On‐Site Menu Planner Database Setup. Requires a one week on‐site visit at client's location. Does not Include travel and lodging expense.

$2,957.28

Premier Accountability Database Setup Professional database setup services for Premier Accountability Package.

$4,932.09

FastLane POS Database Setup On‐Site Point of Sale Database Setup. Requires at a minimum a one day on‐site visit at client's location. Does not include travel and lodging expense. Quoted on a daily rate.

$982.47

Free and Reduced Database Setup On‐Site Free and Reduced Database Setup. Requires at a minimum a one day on‐site visit at client's location. Does not include travel and lodging expense. Quoted on a daily rate.

$982.47

Accountability Database Setup On‐Site Accountability Database Setup. Requires at a minimum a one day on‐site visit at client's location. Does not include travel and lodging expense. Quoted on a daily rate.

$982.47

HQ/IQ/MP/RX/CC Product Suite POS Setup

Professional database setup services for the HQ, IQ, Millennium Plus, Rx, and Corporate Café Point of Sale Systems. Quoted on a per location basis.

$197.48

C‐Store Inventory Database Setup System setup services for the C‐Store Software. Quoted on a per site basis.

$982.47

NOTE: All non‐professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately

Item Name / Model Brief Description GSA Rates Year 1:

2/12/09‐ 2/11/10

Implementation Specialist/Trainer Performs software installations at the site level, conducts training in both classroom and onsite environments and provides initial “go live” support. Quoted on an hourly rate.

Does not Include travel and lodging expense.

$73.44

Year 1:

2/12/09‐ 2/11/10

Implementation Team Lead Responsible for the overall management of an entire implementation team and closely monitors all the logistical aspects of a large implementation. Provides guidance in the Implementation Planning process and is responsible to ensure the execution of the implementation plan. Quoted on an hourly rate. Does not include travel and lodging expenses.

$85.78

System Engineer/Installation Specialist ‐ Level 1

Responsible for pre‐installation site surveys in which network connectivity is evaluated as well as gather information on such items as electrical outlets, location of POS terminals and complete site assessment. Consult with onsite professional and assist with all database setup. Quoted on an hourly rate. Does not include travel and lodging expenses.

$122.81

System Engineer/Installation Specialist ‐ Level 2

Responsible for the installation and configuration of software on appropriate servers in both ASP and .Net platforms. Work very closely with Data Migration Team to assist in data migration processes. Quoted on an hourly basis. Does not include travel and lodging expenses.

$147.49

Documentation ‐ Technical Writer Responsible for executing the documentation design specification (training, CBT, etc.) to produce end‐user materials.

Quoted on an hourly basis. Does not include travel and lodging expenses

$73.44

Documentation ‐ Team Lead Develops documentation and online help specification and project plans based on analysis of customer requirements and the specific delivery needs of the software application.

Provides direction, assistance, and schedule monitoring for the Team under their jurisdiction. Quoted on an hourly basis. Does

$85.78

Software Development ‐ Quality Assurance

Conducts software quality checks and test. Performs integration and regression testing during these phases following test and use cases as detailed in the product specifications. Identifies, documents and reports all defects and issues not conforming to the quality standards set forth for the project. Quoted on and hourly basis. Does not include travel and lodging expenses.

$73.11

Software Development ‐ Programmer Implements software solution as detailed in the design specifications. Works closely with Quality Assurance team members during integration and regression testing phases, and also assists documentation staff by providing insight into the specific end‐user behaviors of the implementation. Quoted on and hourly basis. Does not include travel and lodging expenses.

$159.84

Software Development ‐ Team Lead Develops software solution specifications and Use Cases based on analysis of customer requirements and the specific delivery needs of the software application. Provides direction, assistance, and schedule monitoring for the Team under their jurisdiction. Quoted on and hourly basis. Does not include travel and lodging expenses.

$196.86

Year 1:

2/12/09‐ 2/11/10

Software Design Analyst Provides business case and problem domain analysis for each proposed software solution. High‐level technology direction is also provided to assist Team Leads with realizing the most efficient application design. Quoted on and hourly basis. Does not include travel and lodging expenses.

$209.21

Data Migration Specialist Responsible for the analysis of existing legacy data sources and developing a data migration plan for incorporating the legacy data into the new solution. The data migration plan will include specific data mapping, transformation, and validation specifications and methodology. Quoted on and hourly basis.

Does not include travel and lodging expenses.

$85.78

Project Manager Responsible for the overall management of the specific task orders (specifications) and ensures that the technical solutions are implemented in a timely manner while monitoring the overall project progress against the monitoring the overall project progress against the established schedule. Quoted on an hourly basis. Does not include travel and lodging expenses.

$184.52

Program Advisors ‐ Level 1 Provides senior level analysis and oversight for the proposed technology solution. Responsible for technology direction and high‐level implementation decisions regarding the application of specific technologies. Quoted on an hourly basis. Does not

$246.23

Program Advisors ‐ Level 2 Provides senior level analysis and oversight for the proposed business solution. Responsible for high‐level problem domain analysis and the determination of the correct business processes to apply in order to realize the best solution to each specific problem domain. Quoted on and hourly basis. Does

$270.92

Program Advisors ‐ Level 3

Provides senior level analysis and oversight for the proposed teaming relationship and partnering agreements. Responsible for the successful negotiation of team deliverables and financial consideration, as well as business development activities as it pertains to each opportunity. Quoted on an hourly basis. Does not include travel and lodging expenses.

$307.95

Business Process Redesign Specialist Provides analysis and design to support the Business Process Redesign for the Software Package Implementation supporting the proposed business solution. Quoted on an hourly basis.

Does not include travel and lodging expenses.

$122.81

Business Process Redesign Specialist ‐ Senior

Provides senior level analysis and design to support the Business Process Redesign for the Software Package Implementation supporting the proposed business solution.

Responsible for high‐level problem domain analysis and the determination of the correct business processes to apply in order to realize the best solution to each specific problem domain. Quoted on an hourly basis. Does not include travel and lodging expenses.

$147.49

Year 1:

2/12/09‐ 2/11/10

Tier 1 Help Desk Specialist Responsible for providing Help Desk phone and email support regarding basic questions and issues concerning the Software Product and Business Processes. Quoted on an hourly basis.

Does not include travel and lodging expenses.

$73.44

Tier 2 Help Desk Specialist Responsible for providing senior level application and business process support for escalated issues on the Software Product and Business Processes. Quoted on an hourly basis. Does not

$85.78

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply.

Not applicable

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate "Not applicable" for this item.

Not applicable

2. Maximum order.

SIN(s) Maximum Order 132‐33 $20,000,000 132‐34 $0 132‐50 $5,000,000 132‐51 $20,000,000

3. Minimum order.

SIN(s) Minimum Order 132‐33 $100 132‐34 $0 132‐50 $100 132‐51 $100

4. Geographic coverage (delivery area).

48 contiguous states and the District of Columbia.

5. Point(s) of production (city, county, and State or foreign country).

City: Duluth County: Gwinnett State: Georgia

6. Discount from list prices or statement of net price.

132‐33 25% 132‐34 10% 132‐50 2% 132‐51 2%

7. Quantity discounts.

Not offered

8. Prompt payment terms.

Not offered

9a. Notification that Government purchase cards are accepted at or below the micro‐purchase threshold.

Horizon Software International, LLC accepts purchase cards at or below the micro‐purchase threshold.

9b. Notification whether Government purchase cards are accepted or not accepted above the micro‐purchase threshold.

Horizon Software International, LLC accepts purchase cards above the micro‐purchase threshold.

10. Foreign items (list items by country of origin)

Not applicable

11a. Time of delivery. (Contractor insert number of days.)

30 days ARO

11b. Expedited Delivery. The Contractor will insert the sentence "Items available for expedited delivery are noted in this price list." under this heading. The Contractor may use a symbol of its choosing to highlight items in its price lists that have expedited delivery.

Not applicable. All Horizon Software International, LLC items are 30 days ARO

11c. Overnight and 2‐day delivery. The Contractor will indicate whether overnight and 2‐day delivery are available. Also, the Contractor will indicate that the schedule customer may contact the Contractor for rates for overnight and 2‐day delivery.

Not applicable. All Horizon Software International, LLC items are 30 days ARO

11d. Urgent Requirements. The Contractor will note in its price list the "Urgent Requirements" clause of its contract and advise agencies that they can also contact the Contractor's representative to effect a faster delivery.

Not applicable. All Horizon Software International, LLC items are 30 days ARO

12. F.O.B. point(s).

Destination

13a. Ordering address(es).

Horizon Software International, LLC 2915 Premiere Parkway, Suite 300 Duluth, GA 30097

13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's), and a sample BPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

14. Payment address(es).

Horizon Software International, LLC 2915 Premiere Parkway, Suite 300 Duluth, GA 30097

15. Warranty provision.

132‐33 One year 132‐34 N/A 132‐50 N/A 132‐51 N/A

16. Export packing charges, if applicable.

Not applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro‐purchase level).

Horizon Software International, LLC accepts purchase cards at or below the micro‐purchase threshold.

Horizon Software International, LLC accepts purchase cards above the micro‐purchase threshold.

18. Terms and conditions of rental, maintenance, and repair (if applicable).

TERMS AND CONDITIONS APPLICABLE TO

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

2. 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.

Software License and Support Agreement

This Software License and Support Attachment (“Software License and Support Attachment”) between Horizon and Customer is incorporated into the Agreement.

1. Definitions. In addition to any other terms defined in this Agreement, the following capitalized terms shall have the following meanings:

(a) “Designated System” means the computer and hardware operating system designated in the Order Form.

(b) “Documentation” means the user documentation and any other operating, training, and reference manuals relating to the use of the Software, as supplied by Horizon to Customer, including any modifications and derivative works thereof.

(c) “Error” means a substantial reproducible failure of the Software to conform to the specifications set forth in the applicable end user Documentation.

(d) “Error Correction” means either a modification or addition to, or deletion from the Software that, when made to such Software, establishes substantial conformity of such Software to the specifications therefore as set forth in the applicable end user Documentation, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of such Error on Customer and is indicated by a change in the third digit of a version number, e.g. from 5.0.1 to 5.0.2.

(e) “Location” means the Customer location indicated on the Order Form at which a particular copy or copies are permitted to be used.

(f) “Major Release” means a revision to the Software that is not separately marketed by Horizon as indicated by a change in the first digit of a version number, e.g., from 4.0.0 to 5.0.0.

(g) “Minor Release” means a revision to the Software which is not separately marketed by Horizon as indicated by a change in the second digit, e.g., from 4.0.0 to 4.1.0.

(h) “Release” means either a Major Release or a Minor Release.

(i) “Software” means the Software identified on the Order Form

(j) “Users” mean the employees of Customer permitted to use the Software as described in Section 2 below.

2. License of Software.

2.1. Subject to the terms and conditions of this Agreement, including, without limitation, the payment of any License Fees and any additional restrictions set forth on the applicable Order Form, Horizon hereby grants to Customer a non-exclusive, non-transferable license during the Initial Term and any Renewal Terms

(a) to use, and allow Users to use, the Software in executable code form only, on the Designated System and at the Customer Location designated on the Order Form for Customer’s internal, in-house purposes only to process Customer’s data for transaction and reporting purposes;

(b) to make a single copy of the Software solely for backup or archival purposes and not for operational use; and

(c) to use the Documentation as reasonably necessary for its internal use related to the Software license granted under subsection (a) above.

2.2. Customer may install the copy of the Software on a single server which may be accessed and used by Users via LAN workstations throughout the Location. A copy of the Software shall be considered in "use" (i) when it is loaded into the temporary memory (i.e., RAM) of a computer, or (ii) when it is installed into the permanent memory (e.g., hard disk or CD-ROM) of a computer.

2.3. Horizon employs authorization devices that enable the use of the Software (“Registration Codes”). Upon delivery, Horizon will supply Customer with a temporary Registration Code. Upon full payment of the License Fees, Horizon will supply Customer with a corresponding permanent Registration Code. Horizon administers the generation and distribution of the Registration Codes, which administration may be modified by Horizon from time to time. Customer shall not modify any Registration Code or other security device used by Horizon to protect the Software or attempt to bypass or circumvent such Registration Code other device.

3. Reservation of Rights. Horizon reserves all rights not expressly granted herein. Customer and Users may use the Software and Documentation only to process Customer’s own data and may not (i) use, or permit any third party to use, the Software or Documentation for time-sharing, rental, or service bureau purposes; (ii) copy, modify, sublicense, distribute, transfer, transmit, translate, the Software and Documentation; or

(iii) reverse engineer, decompile, disassemble or obtain possession of any source code or other technical material relating to the Software except only and to the extent otherwise permitted by applicable law. In no event will any User have any right whatsoever to sublicense, distribute, transfer, transmit or otherwise make available any Software or such User’s use thereof.

Customer shall not remove any proprietary notices on the Software and Documentation and shall affix all proprietary notices affixed to the original Software and Documentation delivered to Customer to all copies of the Software and Documentation permitted to be made hereunder.

4. Installation Services. Horizon will deliver the Software to Customer and install and configure such Software at Customer’s Location (“Installation Services”). If Customer purchases Hardware from Horizon, Installation Services may include installation of Hardware as well. The date that Horizon completes the foregoing installation is referred to as the “Installation Date.” All quoted installation dates, including dates related to terms such as “installation,” “completion of training” and “live,” if any, on any Order Form or otherwise are estimates only.

5. Training Services. Customer is eligible to participate in Horizon’s training program. Horizon’s training program endeavors to provide Customer’s designated attendees with the technical skills to enable them to use the Software (“Training Services”). In-house training classes shall be held periodically at Horizon's facilities or at other locations as Horizon and Customer may agree. In consideration of payment of the Training Fees set forth on the Order Form, Customer is entitled to receive the number of days of Training Services for the number of designated attendees as indicated on the Order Form. Customer shall be solely responsible for all transportation, lodging, meals or any other expenses incurred by its representatives attending such Training Services.

6. Warranty. Horizon warrants that for a period of ninety (90) days after the delivery date of the Software to Customer, the Software shall operate substantially in conformance with its Documentation. During such period, and as the sole obligation under the warranty provided in this Section, Horizon will use reasonable commercial efforts to correct any Error in the Software in accordance with its Support Services terms set forth below. Horizon shall not be responsible for correcting errors resulting from causes set forth in Section 7.4 below.

7. Support Services. During the term of the Agreement, and subject to the terms and conditions hereof, Horizon agrees to provide to Customer the following support services with respect to the Software (collectively, the "Support Services"):

7.1. Horizon shall provide Customer technical assistance by

telephone with the installation and use of the Software, the identification of Software problems and the reporting of Errors.

Horizon will respond to Customer within a reasonable period of time from a request placed by Customer between the hours of 7:00am and 8:00pm, U.S. Eastern Time, Monday through Friday, holidays excepted. Customer shall designate technical contacts to request and receive telephone support services from Horizon as set forth in the appropriate Order Form (“Support Contacts”).

7.2. Horizon will use reasonable commercial efforts to correct all Errors. Upon delivery of an Error Correction, such Error Correction shall be considered to be a portion of the Software.

7.3. Horizon shall make available to Customer from time to time each Minor and Major Release of the Software that Horizon makes generally available without additional charge to its customers who have paid for software support for such Software and which is intended to replace a prior Release. Prior Releases that are two (2) Releases behind the current generally available Release will be retired six (6) months after the availability of that Release. In all events, however, telephone support services are provided by Horizon to Customer with respect to questions regarding the “how-to” use a retired Release of the Software for six (6) months following its retirement.

7.4. Horizon shall not be responsible for (a) correcting Errors resulting from misuse, negligence, revision, modification, or improper use by Customer or any other person or entity of the Software or any portion thereof; (b) software or hardware other than the Software (or Hardware, to the extent Customer has purchased Maintenance Services); (c) failure by Customer to install mandatory Error Corrections or Releases provided to Customer by Horizon from time to time (d) support services or error correction for retired Releases except to the extent provided above; or (e) Software installed on any equipment other than the Designated System or at the designated Location or used with any software not specified in the applicable end user Documentation.

In the event Horizon provides support for support claims by Customer arising from the foregoing, such services shall be billed to Customer as Additional Services (defined below).

8. Additional Services. Customer may request and Horizon may provide, subject to Horizon's agreement and the availability of Horizon personnel, additional services related to the Software and Hardware (the "Additional Services").

The Additional Services shall be charged to Customer at Horizon's then current time and materials charges, together with the cost of any additional or replacement hardware or other components provided in connection with such Additional Services. All on-site support services provided by Horizon are billed as Additional Services.

9. Fees, Expenses, and Payment.

9.1. Customer shall pay the fees for the Software (“License

Fees”) in the amounts and in accordance with the Order Form.

9.2. Customer shall pay to Horizon the fees for Support Services ("Support Fees") in accordance with the Order Form. The initial Support Fees are payable in advance on the Installation Date and thereafter are payable annually in advance on the anniversary thereof. In the event that additional software is added to the definition of Software during the year, then Support Fees for such additional Software shall be prorated on a daily basis for the remainder of the year. Payments for additional Software shall be due and payable upon installation of such Software at the Customer's site.

9.3. Customer shall pay to Horizon the fees for Training Services and Installation Services in accordance with the Order Form ("Training, Installation and Setup Fees").

9.4. Customer shall reimburse Horizon for all Expenses

reasonably incurred in rendering on-site Services to Customer.

9.5. During the term of this Agreement and for one (1) year

thereafter, Customer grants Horizon the right to enter Customer’s premises during business hours for the sole purpose of examining Customer’s records and other information relating to the Customer’s use of the Software. If this examination reveals that Customer has improperly used the Software, such conduct shall be considered a material breach of this Agreement and Horizon may choose to either terminate this Agreement or invoice Customer for such unauthorized use based upon Horizon’s standard fees in effect at the time the examination is completed. If the underpaid fees exceed five percent (5%) of the fees actually paid, then Customer shall also pay Horizon’s reasonable costs of conducting the examination.

10. Obligations of Customer.

10.1. Customer shall not load or operate any computer software on the computer that runs the Software except for the operating system and related software necessary to operate the Software.

10.2. Customer shall be solely responsible for (a) procuring all computer hardware, peripherals, device drivers, third party operating systems, and other third party software which may be required to operate the Software, other than the hardware purchased from Horizon in conjunction with the license of the Software; (b) the compatibility of Customer's computer hardware (except for hardware purchased from Horizon in conjunction with the license of the Software), peripherals, device drivers, third party operating systems, and other third party software with the Software and/or Hardware; (c) providing a safe and suitable location for installation, use, and operation of the Software in accordance with any instructions that may be reasonably specified by Horizon; (d) providing the local area network infrastructure, cabling, and all cabling services in preparation for the installation of the Software and/or Hardware; (e) providing and maintaining the appropriate environment for operating the Software and maintaining back-up and disaster recovery facilities;

(f) except to the extent provided by Horizon as a part of Installation Services, all data entry and loading of Customer data and maintaining daily back-up or archival copies thereof; (g) following all procedures and instructions supplied by Horizon from time to time regarding installation, use, and operation of the Software; (h) supplying and maintaining at all times and routinely updating adequate virus protection software; and (i) supplying at all times an uninterruptible power supply (UPS) and appropriate surge protectors for use with all hardware used in conjunction with the Software.

10.3. Customer shall ensure that all Support Contacts and any of its employees who are responsible for the operating and managing the Software or any other activities related to Software have received Horizon’s Training Services. In the event Support Contact is appointed who is not trained by Horizon Training Services, Customer agrees to notify Horizon in writing promptly thereof and purchase Training Services for such Support Contact.

10.4. Customer shall provide to Horizon dial-up access to the Software. Customer, at Customer's expense, shall provide the necessary modem or other hardware and shall license and install PC Anywhere or other remote access software program reasonably specified by Horizon for the purposes of providing such dial-up access. Upon the reasonable request of Horizon, Customer shall provide Horizon with access to all Locations at which the Software is installed.

10.5. HORIZON STRONGLY ENCOURAGES CUSTOMER TO KEEP PROPER

BACKUPS OF CUSTOMER'S DATA AND PROGRAM FILES. In addition to any other liability limitations set forth in this Agreement, Horizon shall not be responsible for any loss of Customer's data, "downtime", loss or corruption of other software program files, whether arising in contract, tort, negligence, strict liability, products liability, or otherwise.

11. Indemnification.

11.1. Horizon will indemnify, defend and hold harmless Customer from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, or damages of any kind incurred or suffered by Customer arising out of claims that the Software infringes a U.S. copyright or trade secret. The right of indemnification set forth in this Section only applies if the alleged infringement or misappropriation is not caused by or contributed to by (i) modifications to Software made by Customer or any other third party; (ii) third party software, whether or not provided by Horizon; (iii) the combination, operation or use of the Software with any software, equipment, data or other materials except those provided by Horizon under this Agreement; (iii) use of Software except on the Designated System or in any way except in accordance with this Agreement and the Documentation; or (iv) Customer’s failure to implement Horizon-provided updates, fixes or patches to the Software that would otherwise avoid the applicable infringement or misappropriation.

In the event of such a claim, Horizon will have the option, in Horizon's sole discretion, to (i) replace the Software, (ii) modify the Software to make it non-infringing, or (iii) terminate the license to the Software and refund all license fees paid to Horizon by Customer for same after deduction of an appropriate charge for depreciation based on use by Customer prior to such removal, and Customer shall have no other recourse against Horizon. THIS

SECTION 11.1 REPRESENTS HORIZON’S SOLE OBLIGATION AND

CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

11.2. Customer agrees to indemnify and hold Horizon harmless

from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, or damages of any kind incurred or suffered by Horizon which result from or arise out of any claim or liability arising as a result, in whole or in part, from (i) Customer’s or User’s violation of Section 2 of this Software License and Support Attachment; or (ii) Customer’s or Users’ violation of any rule, regulation, requirement or law of any foreign, federal, state or local governmental authority.

11.3. The rights of a party under this Section 11 to be indemnified shall be subject to all of the following: (a) the indemnified party (the "Indemnitee") must notify the indemnifying party (the "Indemnitor") in writing promptly upon learning that such claim has been or may be asserted, (b) the Indemnitor shall have sole control over the defense of such claim and any negotiations for the settlement or compromise thereof, and (c) the Indemnitee shall provide reasonable assistance and cooperation to the Indemnitor to facilitate the settlement or defense of any such claim.

12. Term and Termination. Unless sooner terminated as provided in the Agreement, (a) the term of this Software License and Support Attachment will commence on the Effective Date and continue in effect for an initial period of twelve (12) months starting on the Effective Date (“Initial Term”), and (b) the term of this Software License and Support Attachment will automatically renew for additional successive terms of one (1) year (each a “Renewal Term”), unless either party provides written notice to the other party at least sixty (60) days prior to the end of the then-current term of its intent not to renew the term of this Software License and Support Attachment. After the Initial Term, Horizon may adjust the Support Fees for subsequent periods as a condition of the renewal of the term. Any termination of this Software License and Support Attachment shall terminate the entire Agreement.

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 Government for consequential damages resulting from any defect or deficiencies in accepted items.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the Government, shall provide a hot line technical support number 1- 800-741-7100 for the purpose of providing user assistance and guidance in the implementation of the software.

The technical support number is available from 6 a.m. to 8 p.m. eastern standard time

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

All toll free technical support and upgrades/enhancements to the software.

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 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. Maintenance may be discontinued by the Government on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the 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 maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering office’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office 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 offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (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 Government, 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 agency. An agency is defined as a cabinet level or independent agency. The software may be used by any subdivision of the agency (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 agency's site. This would allow other agencies access to one agency's database. For Government public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user agency 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 agency'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 agency.

(3) Except as is provided in paragraph 8.b(2) above, the Government 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 government who have the Government'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 Government to use software, documentation, or information therein, which the Government may already have or obtains without restrictions.

(4) The Government 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 Government has the right to transfer the software to another site if the Government site for which it is acquired is deemed to be unsafe for Government personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative;

to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7. SOFTWARE CONVERSIONS - (132-32 AND 132-33)

Full monetary credit will be allowed to the Government 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.

8. 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.

9. RIGHT-TO-COPY PRICING

No right to copy.

19. Terms and conditions of installation (if applicable).

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable).

Not Applicable. Hardware and parts are not being sold by Horizon Software International, LLC as part of this contract.

20a. Terms and conditions for any other services (if applicable)

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 132-50)

1. SCOPE

a. The Contractor shall provide training courses normally available to commercial customers, which will permit Government users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation.

b. The Contractor shall provide training at the Contractor's facility and/or at the Government's location, as agreed to by the Contractor and the Government.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY

The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the Government.

4. CANCELLATION AND RESCHEDULING

a. The Government will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the Government to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the Government will modify its original training order to specify the time and date of the rescheduled training class.

b. In the event the Government fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the Government will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the Government to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

c. The Government reserves the right to substitute one student for another up to the first day of class.

d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the Government, the Contractor must notify the Government at least seventy-two (72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's instructors for refresher assistance and answers to related course curriculum questions.

6. PRICE FOR TRAINING

The price that the Government will be charged will be the Government training price in effect at the time of order placement, or the Government price in effect at the time the training course is conducted, whichever is less.

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after Government completion of the training course.

Charges for training must be paid in arrears (31 U.S.C. 3324).