IT-70 - Paladin Data Systems Corporation - GS35F0386K

FEDERAL SUPPLY SERVICE AUTHORIZED FEDERAL

SUPPLY SCHEDULE PRICELIST

INFORMATION TECHNOLOGY

GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE AND SERVICES

SCHEDULE 070 CONTRACT NUMBER: GS-35F-0386K

PERIOD COVERED BY CONTRACT: May 5, 2000 to May 4, 2020

Federal Supply Schedule Contract Option Extension, Mod 36

BUSINESS SIZE: Small Business

Pricelist Current Thru Chg #36, Refresh #40

Effective Date: Aug. 08, 2017

Prices Shown Herein are Net (discount deducted)

General Services Administration Federal Acquisition Service

Special Item No. 132-40 – Cloud Computing Services

FSC/PSC Class D305 Cloud Computing Services

Special Item No. 132-51 - Information Technology Professional Services - Subject to Cooperative Purchasing

FSC/PSC Code D399 Information Technology Professional Services

FSC/PSC Class D302 IT Systems Development Services

FSC/PSC Class D306 IT Systems Analysis Services

FSC/PSC Class D307 Automated Information Systems Design and Integration

FSC/PSC Class D308 Programming Services

FSC/PSC Class D310 IT Backup and Security Services

FSC/PSC Class D311 IT Data Conversion Services

FSC/PSC Class D316 IT Network Management Services

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

The INTERNET address for GSA Advantage! ® is: http://www.gsaadvantage.gov. For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov.

Note 1: All non-professional labor categories must be incidental to and used solely to support software and/or professional services, and cannot be purchased separately.

Note 2: Offerors and Agencies are advised that the Group 70 – Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of their authorized agents.

Paladin Data Systems Corporation

19362 Powder Hill Pl. NE, Poulsbo, WA 98370

Phone 360-779-2400 Toll Free 800-532-8448 Fax 360-779-2600 www.paladindata.com contracts@paladindata.com http://www.gsaadvantage.gov/ http://www.paladindata.com/ mailto:contracts@paladindata.com i Paladin Data Systems Corporation

GSA Schedule GS-35F-0386K (August 2017)

Table of Contents

Paladin Data Systems Corporation

INFORMATION FOR ORDERING ACTIVITIES

1. Geographic Scope of Contract:

2. Contractor's Ordering Address and Payment Information (Government Purchase Cards): . 2

3. Liability for Injury or Damage:

4. Statistical Data for Government Ordering Office Completion of Standard Form 279:

5. FOB Points:

6. Delivery Schedule:

7. Discounts:

8. Points of production and Trade Agreements Act of 1979, as amended:

9. Foreign Items

10. Statement Concerning Availability of Export Packing:

11. Minimum Order:

12. Maximum Order:

13. The maximum dollar value per order for all IT Professional services is $500,000. For orders exceeding the maximum order threshold, refer to FAR 8.405-2(3)

14. Ordering Procedures for Federal Supply Schedule Contracts

15. Federal Information Technology/ Telecommunication Standards Requirements:

15.1 Federal Information Processing Standards Publications (FIPS PUBS):

16. Contractor Tasks/ Special Requirements (C-FSS-370) (NOV 2003):

17. Contract Administration for Ordering Activities:

18. GSA Advantage!

19. Purchase of Open Market Items:

20. Contractor Commitments, Warranties, and Representations:

21. Overseas Activities:

22. Blanket Purchase Agreement (BPAs)

23. Contractor Team Arrangements:

24. Special Attributes, Such as Envirnomental Attributes:

25. Section 508 Compliance:

26. Prime Contractor Ordering from Federal Supply Schedules:

27. Insurance – Work on a Government Installation (JAN 1997) (FAR 52.228-5):

28. Software Interoperability:

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

CLOUD COMPUTING SERVICES (SPECIAL ITEM NUMBER 132 40)

1. SCOPE

2. END USER LICENSE AGREEMENTS (EULA) / TERMS OF SERVICE (TOS)

AGREEMENT REQUIREMENTS

3. RESPONSIBILITIES OF THE CONTRACTOR

4. RESPONSIBILITIES OF THE ORDERING ACTIVITY

5. ASMi SOFTWARE AS A SERVICE (SaaS) SIN 132-40

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES

1. Scope

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000)

3. Order

4. Performance of Services

5. Stop-Work Order (FAR 52.242-15) (AUG 1989) ii Paladin Data Systems Corporation

6. Inspection of Services

7. ResponsibiliTIes of the Contractor

8. Responsibilities of the Ordering Activitiy

9. Independent Contractor

10. Organizational Conflicts of Interest

11. Invoices

12. Payments

13. Resumes

14. Incidental Support costs

15. Approval of Subcontracts

16. Description of IT Services and Pricing

Best Value

Blanket Purchase Agreement

Federal Supply Schedule

Blanket Purchase Agreement

Basic Guidelines for Using “Contractor Team Arrangements”

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PALADIN DATA SYSTEMS CORPORATION

Paladin Data Systems Corporation (Paladin) has an award-winning portfolio of cloud-based products and services. Founded in 1994, Paladin has acquired business activities in all 50 states and 6 U.S. territories. Paladin has transitioned from developing and delivering software for commercial businesses and governmental organizations, to leveraging 20 years of intellectual property for developing our own suite of cloud based solutions. Paladin is headquartered in

Poulsbo, Washington and employs more than 50 dedicated professionals who are attracted to the client focused and family oriented culture Paladin offers its team members.

Paladin’s success with the DoD is based on an understanding of DoD’s unique needs, culture and challenges as it relates to full life-cycle for software development, deployment, integration and ongoing maintenance. Paladin’s past work for the Navy demonstrates the ability to design, develop, deploy and maintain solutions.

Paladin designers are experienced in:

Java

Microsoft C#.Net, VB.Net, Java.Net, & ASP.Net

Oracle Web-Based technologies like forms server, reports server, HTML, DHTML, XML (and the various XML derivatives) ASP and Java and JavaScript, SQL and PL/SQL

Web development tools including FrontPage, Dreamweaver, PhotoShop, InDesign, Adobe

Acrobat, FreeHand, Fireworks, HomeSite, ImageReady, Illustrator

User presentation issues

Complex architectural issues such as Redundant Array Clusters (RAC), High Availability, load balancing across multiple application and database servers, and security management

Paladin has received a number of awards throughout its history and was recently recognized as one of the Top 5 Department of Defense (DoD) Program Award recipients by the National

Defense Industrial Association (NDIA) for its Advanced Skills Management (ASM) application and received the 2011 DON IM/IT Excellence Award.

2 Paladin Data Systems Corporation

INFORMATION FOR ORDERING ACTIVITIES

SPECIAL NOTICE TO AGENCIES:

Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Supply

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

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

(www.fss.gsa.gov) contains 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, ordering activities 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:

The geographic scope of the contract is Domestic 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.

2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION

(GOVERNMENT PURCHASE CARDS):

Ordering Address:

Paladin Data Systems Corporation

Attn: Contracts Department

19362 Powder Hill Place NE

Poulsbo, Washington 98370

Phone: (360) 779-2400

Toll Free (800) 532-8448

Facsimile: (360) 779-2600

E-mail: contracts@paladindata.com

3 Paladin Data Systems Corporation

Payments Address:

19362 Powder Hill Place NE

Poulsbo, Washington 98370

For Wire Transfers, Paladin will provide that information to each ordering activity.

Government credit cards are acceptable for payments equal to or less than the micro-purchase threshold for orders under this contract. Paladin and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card).

The following telephone numbers and people can be used by ordering activities to obtain ordering assistance:

Phone: (360) 779-2400 Toll Free: (800) 532-8448

Michelle Dvorak

Business Operations Manager mdvorak@paladindata.com

Genevieve Olivarez-Conklin

Contracts Department goconklin@paladindata.com

3. LIABILITY FOR INJURY OR DAMAGE:

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

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION

OF STANDARD FORM 279:

Block 9: G. Order/Modification Under Federal Schedule

Block 16: Data Universal Numbering System (DUNS) Number: 884744871

Block 30: Type of Contractor – B, Small Business (other)

Block 31: Woman-Owned Small Business – No

Block 37: Contractor's Taxpayer Identification Number (TIN): 91-1670217

4a. CAGE Code: 05TU4

4b. Paladin is registered with the Central Contractor Registration Database.

5. FOB POINTS:

Not applicable

6. DELIVERY SCHEDULE:

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

mailto:mdvorak@paladindata.com mailto:goconklin@paladindata.com

4 Paladin Data Systems Corporation

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-40 As Negotiated with Customer

132-51 As Negotiated with Customer

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

7. DISCOUNTS:

Prices shown are NET Prices; Basic Discounts have been deducted.

a. Prompt Payment: None

b. Quantity: None

c. Dollar Volume: None

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

e. Other: None

8. POINTS OF PRODUCTION AND 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. FOREIGN ITEMS

No Foreign made items

10. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING:

Not applicable

11. MINIMUM ORDER:

The minimum dollar value of orders to be issued is $100.

For Special Item No. 132-40, Cloud Computing Services, requires a minimum subscription amount of $400.00 per month for 12 months or $4,800 per year.

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I-FSS-106 GUARANTEED MINIMUM (JUL 2003)

The minimum that the Government agrees to order during the period of this contract is $2,500. If the Contractor receives total orders for less than $2,500 during the term of the contract, the

Government will pay the difference between the amount ordered and $2,500.

12. MAXIMUM ORDER:

Maximum order is $500,000 per order for the below SINs:

a. Special Item No. 132-40 – Cloud Computing Services

b. Special Item Number 132-51 - Information Technology (IT) Professional Services

13. THE MAXIMUM DOLLAR VALUE PER ORDER FOR ALL IT PROFESSIONAL

SERVICES IS $500,000. FOR ORDERS EXCEEDING THE MAXIMUM ORDER

THRESHOLD, REFER TO FAR 8.405-2(3).

14. 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.

15. FEDERAL INFORMATION TECHNOLOGY/ TELECOMMUNICATION

STANDARDS REQUIREMENTS:

Ordering activities acquiring products from this Schedule must comply with the provisions of the

Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information

Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, will be responded to promptly by Paladin.

15.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS

PUBS):

Information Technology products under this Schedule that do not conform to Federal Information

Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards

Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of

Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information

Service (NIST), 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 NIST Subscription Officer, both at the above address, or telephone number (703) 487-4650.

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

(a) Security Clearances: If Paladin is required to obtain/possess varying levels of security clearances, Paladin will obtain/possess required varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances are factored into the price offered under this Multiple Award Schedule.

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

(c) Certifications, Licenses and Accreditations: As a commercial practice, Paladin will 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 are factored into the price offered under this Multiple Award Schedule.

(d) Insurance: As a commercial practice, Paladin will obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance are factored into the price offered under this Multiple Award Schedule.

(e) Personnel: Paladin will 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, Paladin’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: Paladin will 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

7 Paladin Data Systems Corporation 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 Office.

(k) Overtime: For professional services, the labor rates in the Schedule will not vary by virtue of Paladin having worked overtime.

17. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

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

18. GSA ADVANTAGE!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage!

will allow the user to perform various searches across all contracts including, but not limited to:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: Internet Explorer). The Internet address is http://www.gsaadvantage.gov.

19. PURCHASE OF OPEN MARKET ITEMS:

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply 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.

8 Paladin Data Systems Corporation

20. CONTRACTOR COMMITMENTS, WARRANTIES, AND REPRESENTATIONS:

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

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

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

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

Contractor.

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

21. OVERSEAS ACTIVITIES:

Not Applicable

22. BLANKET PURCHASE AGREEMENT (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of

BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s).

Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

23. CONTRACTOR TEAM ARRANGEMENTS:

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial

Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

24. SPECIAL ATTRIBUTES, SUCH AS ENVIRNOMENTAL ATTRIBUTES:

Does not apply to 132-40 or 132-51

25. SECTION 508 COMPLIANCE:

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

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

http://www.section508.gov/

9 Paladin Data Systems Corporation

26. 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.

27. INSURANCE – WORK ON A GOVERNMENT INSTALLATION (JAN 1997) (FAR

52.228-5):

a. Paladin will, 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, Paladin will 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. Paladin will 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. Paladin will maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the

Contracting Officer upon request.

28. SOFTWARE INTEROPERABILITY:

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program.

10 Paladin Data Systems Corporation

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

CLOUD COMPUTING SERVICES (SPECIAL ITEM NUMBER 132 40)

****NOTE: If offering related IT Professional Services over and above initial onboarding and training, reference SIN 132-51, per Guidance to Ordering Activities on Professional services below.

****NOTE: This new SIN presents a clear way for Contractors to provide cloud computing services according to NIST definitions and principles within the scope of today’s technology and standards with a secondary goal of accommodating ongoing technical advances in cloud computing.

1. SCOPE

The prices, terms and conditions stated under Special Item Number (SIN) 132-40 Cloud

Computing Services apply exclusively to Cloud Computing Services within the scope of this

Information Technology Schedule.

This SIN provides ordering activities with access to technical services that run in cloud environments and meet the NIST Definition of Cloud Computing Essential Characteristics.

Services relating to or impinging on cloud that do not meet all NIST essential characteristics should be listed in other SINs.

The scope of this SIN is limited to cloud capabilities provided entirely as a service. Hardware, software and other artifacts supporting the physical construction of a private or other cloud are out of scope for this SIN. Currently, an Ordering Activity can procure the hardware and software needed to build on premise cloud functionality, through combining different services on other IT

Schedule 70 SINs (e.g. 132-51).

2. END USER LICENSE AGREEMENTS (EULA) / TERMS OF SERVICE (TOS)

AGREEMENT REQUIREMENTS

Paladin will provide all End User Agreements for Ordering Activity’s signature. The provided agreements will have been approved by GSA legal.

3. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

a. Acceptance Testing

Any required Acceptance Test Plans and Procedures shall be negotiated by the Ordering Activity at task order level. The Contractor shall perform acceptance testing of the systems for Ordering

Activity approval in accordance with the approved test procedures.

b. Training

If training is provided commercially, the Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. Contractor is responsible for indicating if there are separate training charges. Any training services related to the

11 Paladin Data Systems Corporation offering are out of scope for this SIN. Ordering activities should consult the SIN 132-51 GSA professional services schedule.

c. Information Assurance/Security Requirements

The contractor shall meet information assurance/security requirements in accordance with the

Ordering Activity requirements at the Task Order level.

d. Related Professional Services

The Contractor is responsible for working with the Ordering Activity to identify related professional services and any other services available on other SINs that may be associated with deploying a complete cloud solution. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN.

e. Performance of Cloud Computing Services

The Contractor shall respond to Ordering Activity requirements at the Task Order level with proposed capabilities to Ordering Activity performance specifications or indicate that only standard specifications are offered. In all cases the Contractor shall clearly indicate standard service levels, performance and scale capabilities.

The Contractor shall provide appropriate cloud computing services on the date and to the extent and scope agreed to by the Contractor and the Ordering Activity.

f. Reporting

The Contractor shall respond to Ordering Activity requirements and specify general reporting capabilities available for the Ordering Activity to verify performance, cost and availability.

In accordance with commercial practices, the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report.

4. RESPONSIBILITIES OF THE ORDERING ACTIVITY

The Ordering Activity is responsible for indicating the cloud computing services requirements unique to the Ordering Activity. Additional requirements should not contradict existing SIN or IT

Schedule 70 Terms and Conditions. Ordering Activities should include (as applicable) Terms &

Conditions to address Pricing, Security, Data Ownership, Geographic Restrictions, Privacy, SLAs, etc.

Cloud services typically operate under a shared responsibility model, with some responsibilities assigned to the Cloud Service Provider (CSP), some assigned to the Ordering Activity, and others shared between the two. The distribution of responsibilities will vary between providers and across service models. Ordering activities should engage with CSPs to fully understand and evaluate the shared responsibility model proposed. Federal Risk and Authorization Management

Program (FedRAMP) documentation will be helpful regarding the security aspects of shared responsibilities, but operational aspects may require additional discussion with the provider.

a. Ordering Activity Information Assurance/Security Requirements Guidance

12 Paladin Data Systems Corporation

i. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal

Information Security Management Act (FISMA) as applicable.

ii. The Ordering Activity shall assign a required impact level for confidentiality, integrity and availability (CIA) prior to issuing the initial statement of work.1

The Contractor must be capable of meeting at least the minimum security requirements assigned against a low-impact information system in each CIA assessment area (per FIPS 200) and must detail the FISMA capabilities of the system in each of CIA assessment area.

iii. Agency level FISMA certification, accreditation, and evaluation activities are the responsibility of the Ordering Activity. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Cloud Computing Services.

iv. The Ordering Activity has final responsibility for assessing the FedRAMP status of the service, complying with and making a risk-based decision to grant an Authorization to Operate (ATO) for the cloud computing service, and continuous monitoring. A memorandum issued by the Office of Management and Budget (OMB) on Dec 8, 2011 outlines the responsibilities of Executive departments and agencies in the context of FedRAMP compliance. 2

v. Ordering activities are responsible for determining any additional information assurance and security related requirements based on the nature of the application and relevant mandates.

b. Deployment Model

If a particular deployment model (Private, Public, Community, or Hybrid) is desired, Ordering

Activities are responsible for identifying the desired model(s). Alternately, Ordering Activities could identify requirements and assess Contractor responses to determine the most appropriate deployment model(s).

c. Delivery Schedule

The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The

Delivery Schedule options are found in Information for Ordering Activities Applicable to All

Special Item Numbers.

d. Interoperability

Ordering Activities are responsible for identifying interoperability requirements. Ordering

Activities should clearly delineate requirements for API implementation and standards conformance.

e. Performance of Cloud Computing Services

The Ordering Activity should clearly indicate any custom minimum service levels, performance and scale requirements as part of the initial requirement.

1 Per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal

Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) 2 MEMORANDUM FOR CHIEF INFORMATION OFFICERS: Security Authorization of Information Systems in Cloud Computing

Environments. December 8, 2011.

13 Paladin Data Systems Corporation

f. Reporting

The Ordering Activity should clearly indicate any cost, performance or availability reporting as part of the initial requirement.

g. Privacy

The Ordering Activity should specify the privacy characteristics of their service and engage with the Contractor to determine if the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could be requiring assurance that the service is capable of safeguarding Personally Identifiable Information (PII), in accordance with NIST SP 800-1223 and OMB memos M-06-164 and M07-165. An Ordering Activity will determine what data elements constitute PII according to OMB Policy, NIST Guidance and Ordering Activity policy.

h. Accessibility

The Ordering Activity should specify the accessibility characteristics of their service and engage with the Contractor to determine the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could require assurance that the service is capable of providing accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d).

i. Geographic Requirements

Ordering activities are responsible for specifying any geographic requirements and engaging with the Contractor to determine that the cloud services offered have the capabilities to meet geographic requirements for all anticipated task orders. Common geographic concerns could include whether service data, processes and related artifacts can be confined on request to the

United States and its territories, or the continental United States (CONUS).

j. Data Ownership and Retrieval and Intellectual Property

Intellectual property rights are not typically transferred in a cloud model. In general, CSPs retain ownership of the Intellectual Property (IP) underlying their services and the customer retains ownership of its intellectual property. The CSP gives the customer a license to use the cloud services for the duration of the contract without transferring rights. The government retains ownership of the IP and data they bring to the customized use of the service as spelled out in the

FAR and related materials.

General considerations of data ownership and retrieval are covered under the terms of Schedule 70 and the FAR and other laws, ordinances, and regulations (Federal, State, City, or otherwise).

Because of considerations arising from cloud shared responsibility models, ordering activities should engage with the Contractor to develop more cloud-specific understandings of the boundaries between data owned by the government and that owned by the cloud service provider, and the specific terms of data retrieval.

In all cases, the Ordering Activity should enter into an agreement with a clear and enforceable understanding of the boundaries between government and cloud service provider data, and the form, format and mode of delivery for each kind of data belonging to the government.

3 NIST SP 800-122, “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)”

4 OMB memo M-06-16: Protection of Sensitive Agency Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2006/m06-16.pdf 5 OMB Memo M-07-16: Safeguarding Against and Responding to the Breach of Personally Identifiable Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf

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The Ordering Activity should expect that the Contractor shall transfer data to the government at the government's request at any time, and in all cases when the service or order is terminated for any reason, by means, in formats and within a scope clearly understood at the initiation of the service. Example cases that might require clarification include status and mode of delivery for:

• Configuration information created by the government and affecting the government’s use of the cloud provider’s service.

• Virtual machine configurations created by the government but operating on the cloud provider’s service.

• Profile, configuration and other metadata used to configure SaaS application services or PaaS platform services.

The key is to determine in advance the ownership of classes of data and the means by which

Government owned data can be returned to the Government.

k. Service Location Distribution

The Ordering Activity should determine requirements for continuity of operations and performance and engage with the Contractor to ensure that cloud services have adequate service location distribution to meet anticipated requirements. Typical concerns include ensuring that:

• Physical locations underlying the cloud are numerous enough to provide continuity of operations and geographically separate enough to avoid an anticipated single point of failure within the scope of anticipated emergency events.

• Service endpoints for the cloud are able to meet anticipated performance requirements in terms of geographic proximity to service requestors.

Note that cloud providers may address concerns in the form of minimum distance between service locations, general regions where service locations are available, etc.

l. Related Professional Services

Ordering activities should engage with Contractors to discuss the availability of limited assistance with initial setup, training and access to the services that may be available through this SIN.

Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN.

Ordering activities should consult the appropriate GSA professional services schedule.

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5. ASMI SOFTWARE AS A SERVICE (SAAS) SIN 132-40

Cloud Computing Services

SaaS Product

Contractor Part

Number Description

Unit of Issue

Monthly Unit Cost

Annual Unit Cost

Min Purchase in Dollars

ASMi ASMi-TR

ASMi is a strategic, cloud based workforce management tool that provides an organization the capacity to quickly plan, build and manage its personnel’s knowledge, skills, training and abilities. ASMi is an Enterprise Qualification System (EQS) that emphasizes and enables the development and maintenance of a qualified workforce. It does not simply track an employee’s skills; ASMi allows a business to develop and manage all aspects of employee training.

Per Training Record*

$4.00 Per Training Record* Per Month

$48.00 Per Training Record* Per Year

$400.00 Per Month for Months or $4800 Per Year

*A training record is an electronic record for an employee and is managed via the ASMi system.

NOTES:

PALADIN DATA SYSTEMS CORPORATION REQUIRES A MINIMUM SUBSCRIPTION AMOUNT OF $400.00 PER MONTH FOR 12

MONTHS OR $4800 PER YEAR. BILLED MONTHLY IN ARREARS.

SUBSCRIPTION DISCOUNTS AVAILABLE:

Annual Recurring Revenue (ARR) Subscription

Discount**

ARR Less than $20k ($4800 min) 6%

ARR => than $20K and < $35k 13%

ARR => than $35K and < $50k 20%

ARR => than $50K and <$65k 28%

ARR => than $65K and <$80k 35%

ARR => 80k 42%

** DISCOUNTS ONLY APPLY TO ANNUAL RECURRING REVENUE SUBSCRIPTIONS.

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ASMi is a strategic, cloud based workforce management solution that provides your organization with the capacity to quickly plan, build and manage your personnel’s knowledge, skills, training and abilities. ASMi significantly reduces the efforts of managing personnel readiness, which also reduces risks and liabilities and helps your organization maintain business continuity.

ASMi:

Reduces risk and liability by tracking personnel credentials and training

Automates significant business processes

Alleviates administrative distractions by simplifying the management of information

Maintains all training and skills-related information in a single location

Measures personnel preparedness with accuracy

Allows real-time monitoring

Scales to meet the needs of any organization

Focuses on personnel development

Integrates easily into an organization’s business processes

Supports/encourages organizational visibility and accountability

ASMi’s configurable capabilities allow this workforce management solution to support many different businesses that need to manage personnel training, accreditations (e.g. qualifications, certifications, licenses, and waivers), job and career requirements, job scheduling and more.

ASMi has a user friendly interface that allows our customers to become highly efficient with little to no training. If your organization needs to manage personnel proficiency and qualifications, then ASMi is the tool for you!

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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES

(Special Item Number 132-51)

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

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 132-51

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

c. Paladin will provide services at its facility and/or at the ordering activity location, as agreed to by Paladin and the ordering activity.

2. PERFORMANCE INCENTIVES I-FSS-60 PERFORMANCE INCENTIVES

(APRIL 2000)

a. Performance incentives may be agreed upon between Paladin and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract.

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase

Agreements.

c. Incentives should be designed to relate results achieved by Paladin to specified targets. To the maximum extent practicable, ordering activities will consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate Paladin. Incentives will be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract.

Blanket Purchase Agreements will not extend beyond the end of the contract period;

all services and delivery will be made and the contract terms and conditions will continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available will include FAR 52.232-19

(Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order will specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence.

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4. PERFORMANCE OF SERVICES

a. Paladin will commence performance of services on the date agreed to by Paladin and the ordering activity.

b. Paladin agrees to render services only during normal working hours, unless otherwise agreed to by Paladin and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services will be completed in a good and workmanlike manner.

d. Any Paladin travel required in the performance of IT Services must 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 Paladin travel. Paladin will not use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

a. The Contracting Officer may, at any time, by written order to Paladin, require

Paladin to stop all, or any part, of the work called for by this contract for a period of

90 days after the order is delivered to Paladin, and for any further period to which the parties may agree. The order will be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, Paladin will immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

Within a period of 90 days after a stop-work is delivered to Paladin, or within any extension of that period to which the parties will have agreed, the Contracting

Officer will either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the

Termination for Convenience of the Government, clause of this contract.

b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, Paladin will resume work. The Contracting Officer will make an equitable adjustment in the delivery schedule or contract price, or both, and the contract will be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in

Paladin’s cost properly allocable to, the performance of any part of this contract; and

(2) Paladin asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

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c. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer will allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

d. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer will allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4

CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009)

(ALTERNATE I OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-Materials and

Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

Paladin will comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-

14 (Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITIY

Subject to security regulations, the ordering activity will permit Paladin access to all facilities necessary to perform the requisite IT Professional Services.

9. INDEPENDENT CONTRACTOR

All IT Services performed by Paladin under the terms of this contract will be as an independent

Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the

Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the

Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on

20 Paladin Data Systems Corporation activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the…