MAS - CSP Enterprises, LLC - GS35F045BA

GS-35F-045BA Page 1

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, pricing, and the option to create an electronic delivery order are available through GSA Advantage!®. The website for GSA Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

Large Category: Information Technology

Subcategory: IT Hardware

SIN: 33411 – Purchasing of New Electronic Equipment

FSC/PSC Code: 7010

Large Category: Information Technology

Subcategory: IT Hardware

SIN: 811212 – Maintenance of Equipment, Repair Services and/or Repair/Spare Parts

FSC/PSC Code: J070

Large Category: Information Technology

Subcategory: IT Software

SIN: 511210 – Software Licenses

FSC/PSC Code: 7030

Large Category: Miscellaneous

Subcategory: Complementary Special Item Numbers

SIN: OLM – Order-Level Materials (OLM)

FSC/PSC Code: 0000

Contract Number: GS-35F-045BA

Contract Period: 10/28/2023 thru 10/27/2028

CSP Enterprises, LLC

1539 Tilco Drive Frederick, MD 21704-6630

Phone Number: 301-695-9517

Fax Number: 301-360-9631

Web site: www.cspenterprises.com

Contact for contract administration: Sherry Vesper

Email: sherry@cspenterprises.com

Business size: Woman-Owned Small Business

For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov

Price List current as of Modification Number: PS-0081 Effective Date: 0 1 - 2 1 - 2 0 2 5 http://www.gsaadvantage.gov/ http://www.cspenterprises.com/

GS-35F-045BA Page 2

Table of Contents

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY – IT HARDWARE – PURCHASE OF NEW ELECTRONIC

EQUIPMENT (SPECIAL ITEM NUMBER 33411)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY – IT HARDWARE – MAINTENANCE OF EQUIPMENT, REPAIR SERVICES AND/OR REPAIR/SPARE PARTS (SPECIAL ITEM NUMBER 811212)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY – IT SOFTWARE – SOFTWARE LICENSES (SPECIAL

ITEM NUMBER 511210)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

DELL ENTERPRISE LICENSE AGREEMENT

GS-35F-045BA Page 3

CUSTOMER INFORMATION

1a. Table of awarded Special Item Numbers (SINs):

SIN # SIN Title

33411 Purchasing of New Electronic Equipment

811212 Maintenance of Equipment, Repair Services and/or Repair/Spare Parts

511210 Software Licenses

OLM Order-Level Materials

1b. Lowest Priced Model Number and Lowest Unit Price per SIN:

1c.

2.

3. Minimum order: $100.00

4. Geographic coverage (delivery area): The 48 Contiguous States, Alaska, Hawaii, Puerto Rico, and Washington, DC.

5. Point(s) of production: Not Applicable

6. Discount from list prices or statement of net price: Net prices are included on this price list

7. Dollar Volume discounts:

33411, Electronic Equipment – Additional 2% discount for a single delivery order at or exceeding $300,000

811212, Maintenance – Additional 1% discount for a single delivery order at or exceeding $300,000

511210, Software Licenses – Additional 1% discount for a single delivery order at or exceeding $300,000

8. Prompt payment terms: 1% 15 days, Net 30 days. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9. Foreign items: Not Applicable

10a. Time of delivery: 60 Days ARO for SINs 33411, 811212, and 511210

SIN # Model Price

33411 007-1527 $0.01

811212 149-BBKF $0.01

511210 149-BBBB $0.01

Hourly Rates: Not Applicable

Maximum order for each SIN:

SIN # MAXIMUM ORDER

33411 $500,000 811212 $500,000 511210 $500,000

GS-35F-045BA Page 4

10b. Expedited delivery: To be negotiated between CSP Enterprises LLC and the Ordering Agency

10c. Overnight and 2-day delivery: Both overnight and 2-day delivery are available. Customers can contact CSP Enterprises LLC for rates.

10d. Urgent requirements: Contact Contract Administrator for urgent requirements

11. F.O.B. point: Destination

12a. Ordering address:

CSP Enterprises, LLC 1539 Tilco Drive Frederick, MD 21704-6630 Phone: 301-695-9517

FAX: 301-360-9631

12b. Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address:

CSP Enterprises, LLC 1539 Tilco Drive, Suite 108 Frederick, MD 21704-6851

14. Warranty provisions: Standard Commercial Warranty

15. Export packing charges: Not Applicable

16. Terms and conditions of rental maintenance, and repair: Not Applicable

17. Terms and conditions of installation: Not Applicable

18a. Terms and conditions of repair parts: Not Applicable

18b. Terms and conditions for any other services: Not Applicable

19. List of service and distribution points: Not Applicable

20. List of participating dealers: Not Applicable

21. Preventive maintenance: Not Applicable

22a. Special attributes such as environmental attributes: Not Applicable

22b. Section 508 compliance: Section 508 compliance information on the supplies and services in this contract are available at: www.cspenterprises.com

23. Unique Entity Identifier Number: GJJRGECWBFK9

24. Notification regarding registration in the System for Award Management (SAM) database.

Registered.

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1. MATERIAL AND WORKMANSHIP

All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this contract. If time of delivery extends beyond the expiration date of the contract, th e Contractor will be obligated to meet the delivery and installation date specified in the original order.

For credit card orders and BPAs, telephone orders are permissible.

3. TRANSPORTATION OF EQUIPMENT

FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract.

4. INSTALLATION AND TECHNICAL SERVICES

a . INSTALLATION. When the equipment provided under this contract is not normally self -installable, the

Contractor's technical personnel shall be available to the ordering activity, at the ordering activity's location, to install the equipment and to train ordering activity personnel in the use and maintenance of the equipment. The charges, if any, for such services are listed in the price schedule:

b. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a -

276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the

United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-

Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.

For example, the requirements do not apply to simple installation or alteration of a pub lic building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 33411.

5. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this c ontract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in contract price.

The ordering activity 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 item, unless the change is due to the defect in the item.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION

TECHNOLOGY – IT HARDWARE - PURCHASE OF NEW ELECTRONIC

EQUIPMENT (SPECIAL ITEM NUMBER 33411)

GS-35F-045BA Page 6

6. WARRANTY

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

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

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

d. If inspection and repair of defective equipment under this warranty will be performed at the Contractor's plant, the address is as follows: CSP Enterprises LLC 1539 Tilco Drive, Suite 108 Frederick, MD 21704.

7. PURCHASE PRICE FOR ORDERED EQUIPMENT

The purchase price that the ordering activity will be charged will be the ordering activity purchase price in effect at the time of order placement, or the ordering activity purchase price in effect on the installation date (or delivery date when installation is not applicable), whichever is less.

8. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT

When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the Federal Acquisition Regulation (FAR), the policies and procedures regarding disposition of information technology excess personal property in the Federal Property

Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

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1. SERVICE AREAS

a . The maintenance and repair service rates listed herein are applicable to any ordering activity location within a 0-100 mile radius of the Contractor’s service points. If any additional charge is to apply because of the greater distance from the Contractor’s service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level.

b. When repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below:

2. MAINTENANCE ORDER

a . Agencies may use written orders, EDI orders, credit card orders, or BPAs, for ordering maintenance under this contract. The Contractor shall confirm orders within fifteen (15) calendar days from the date of receipt, except that confirmation of orders shall be considered automatic for renewals for maintenance (Special Item Number

811212). Automatic acceptance of order renewals for maintenance service shall apply for machines which may have been discontinued from use for temporary periods of time not longer than 120 calendar days. If the order is not confirmed by the Contractor as prescribed by this paragraph, the order shall be considered to be confirmed by the Contractor.

b. The Contractor shall honor orders for maintenance for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance service shall commence on a mutually agreed upon date, which will be written into the maintenance order. Maintenance orders shall not be made effective before the expiration of any applicable maintenance and parts guarantee/warranty period associated with the purchase of equipment. Orders for maintenance service shall not extend beyond the end of the contract period.

c . Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice, or shorter notice when agreed to by the Contractor; such notice to become effective thirty (30) calendar days from the date on the notification. However, the ordering activity may extend the original discontinuance date upon written notice to the Contractor, provided that such notice is furnished at least ten (10) calendar days prior to the original discontinuance date.

d. Annual Funding. When annually appropriated funds are cited on a maintenance order, the period of maintenance shall automatically expire on September 30th of the contract period, or at the end of the contract period, whichever occurs first. Renewal of a maintenance order citing the new appropriation shall be required, if maintenance is to continue during any remainder of the contract period.

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

f. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service, if maintenance is to be terminated at that time. Orders for continued maintenance will be required if maintenance is to be continued during the subsequent period.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY – IT HARDWARE –

MAINTENANCE OF EQUIPMENT, REPAIR SERVICES AND/OR REPAIR/SPARE PARTS (SPECIAL

ITEM NUMBER 811212)

GS-35F-045BA Page 8

3. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS

a . Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements (BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period.

b. When repair service is ordered, only one chargeable repairman shall be dispatched to perform repair service, unless the ordering activity agrees, in advance, that additional repair personnel are required to effect repairs.

4. LOSS OR DAMAGE

When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation.

5. SCOPE

a . The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule.

b. Equipment placed under maintenance service shall be in good operating condition.

(1 ) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity.

(2 ) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or ma intena nce responsib i lity prior to the effectiv e da te of the ma intena nce order.

(3 ) If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 811212 (or outside the scope of this contract).

6. RESPONSIBILITIES OF THE ORDERING ACTIVITY

a . Orde rin g a ctivity personne l sha ll not perform ma intena nce or a ttempt repa irs to equipmen t while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor.

b. Subject to security regulations, the ordering activity shall permit access to the equipment which is to be maintained or repaired.

c . If the Ordering Activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order.

7. RESPONSIBILITIES OF THE CONTRACTOR

a . For equipment not covered by a maintenance contract or warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification.

b. If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Agency and the Contractor.

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8. MAINTENANCE RATE PROVISIONS

a . The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessa ry to keep the equipmen t in good opera tin g condition , provided tha t the required repa irs a re not occa sioned by fault or negligence of the ordering activity.

b. REGULAR HOURS

The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location.

c . AFTER HOURS

Should the ordering activity require that maintenance be performed outside of Regular Hours, charges for such maintenance, if any, will be specified in the pricelist. Periods of less than one hour will be prorated to the nearest quarter hour.

d. TRAVEL AND TRANSPORTATION

If any charge is to apply, over and above the regular maintenance rates, because of the distance between the ordering activity location and the Contractor’s service area, the charge will be: None.

e . QUANTITY DISCOUNTS

Quantity discounts from listed maintenance service rates for multiple equipment owned and/or leased by a ordering activity are indicated below: Not Applicable.

Quantity Range Discounts

Units %

Units %

Units %

9. REPAIR SERVICE RATE PROVISIONS

a . CHARGES. Charges for repair service will include the labor charge, computed at the rates set forth below, for the time during which repairmen are actually engaged in work, and, when applicable, the charge for travel or transportation.

b. MULTIPLE MACHINES. When repairs are ordered by a ordering activity on two or more machines located in one or more buildings within walking distance of each other, the charges will be computed from the time the repairman commences work on the first machine, until the work is completed on the last m achine. The time required to go from one machine to another, or from one building to another, will be considered actual work performance, and chargeable to the ordering activity, provided the time consumed in going between machines (or buildings) is reasonable.

c . TRAVEL OR TRANSPORTATION

(1 ) AT THE CONTRACTOR'S SHOP

(a ) When equipment is returned to the Contractor's shop for adjustments or repairs which are not covered by the guarantee/warranty provision, the cost of transportation, packing, etc., from the ordering activity location to the Contractor's plant, and return to the ordering activity location, shall be borne by the ordering activity.

(b ) The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without his prior consultation and instruction.

(2 ) AT THE ORDERING ACTIVITY LOCATION (Within Established Service Areas)

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When equipment is repaired at the ordering activity location, and repair service rates are established for service areas or zones, the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge, time, or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office;

such overhead is included in the repair service rates listed.

(3 ) AT THE ORDERING ACTIVITY LOCATION (Outside Established Service Areas)

(a ) If repairs are to be made at the ordering activity location, and the location is outside the service area as shown in paragraph 1.a, the repair service and mileage rates negotiated per subparagraphs 1.a and 8.d will apply.

(b ) When the overall travel charge computed at the above mileage rate is unreasonable

(considering the time required for travel, a ctual and necessary transportation costs, and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location), the ordering activity shall have the option of reimbursing the Contractor for actual costs, provided that the actual costs are reasonable and allowable. The Contractor shall furnish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates, times, and the applicable mode of travel.

d. LABOR RATES

(1 ) REGULAR HOURS

The Regular Hours repair service rates listed herein shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service which was requested during Regular Hours, but performed outside the Regular Hours defined above, at the convenience of the

Contractor.

(2 ) AFTER HOURS

When the ordering activity requires that repair service be performed outside the Regular Hours defined above, except Sundays and Holidays observed at the ordering activity location, the After Hours repair service rates listed herein shall apply. The Regular Hours rates defined above shall apply when repair service is requested during Regular Hours, but performed After Hours at the convenience of the Contractor.

(3 ) SUNDAYS AND HOLIDAYS

When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location, the Sundays and Holidays repair service rates listed herein shall apply.

When repair service is requested to be performed during Regular Hours and/or After Hours, but is performed at the convenience of the Contractor on Sundays or Holidays observed at the ordering activity location, the Regular Hours and/or After Hours repair service rates, as applicable, shall apply.

REPAIR SERVICE RATES

REGULAR AFTER SUNDAYS AND

MINIMUM HOURS HOURS HOLIDAYS

LOCATION CHARGE* PER HOUR** PER HOUR** PER HOUR

CONTRACTOR'S SHOP _N/A N/A

N/A

ORDERING ACTIVITY LOCATION

(WITHIN ESTABLISHED

N/A

SERVICE AREAS) N/A N/A N/A _N/A

ORDERING ACTIVITY LOCATION

(OUTSIDE ESTABLISHED

GS-35F-045BA Page 11

SERVICE AREAS) N/A N/A

N/A

*MINIMUM CHARGES INCLUDE _1 FULL HOURS ON THE JOB.

N/A

**FRACTIONAL HOURS, AT THE END OF THE JOB, WILL BE PRORATED TO THE NEAREST QUARTER

HOUR.

10. REPAIR PARTS/SPARE PARTS RATE PROVISIONS

All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless otherwise indicated in this pricelist, shall be new, standard parts manufactured by the equipment manufacturer. All parts shall be furnished at prices indicated in the Contractor's commercial pricelist at a discount of N/A from such listed prices.

(Parts not offered).

11. GUARANTEE/WARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE

PARTS

a . REPAIR SERVICE

All repair work will be guaranteed/warranted for a period of 30 days.

b. REPAIR PARTS/SPARE PARTS

All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period of N/A; parts not offered.

12. INVOICES AND PAYMENTS

a . Maintenance Service

(1 ) 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).

PROM PT PAYM E N T DISCO U N T , IF APPLI CA B LE , SHALL BE SHOWN ON THE INVOI CE .

(2 ) Payment for maintenance service of less than one month's duration shall be prorated at 1/30th of the monthly rate for each calendar day.

b. Repair Service and Repair Parts/Spare Parts

Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly, except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the invoice, and shall be priced in accordance with paragraph #10, above. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE

SHOWN ON THE INVOICE.

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1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its 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. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format.

3. 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.

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. If no implied warranties are given, an express warranty of at least

60 days must be given in accordance with FAR 12.404(b)(2).

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

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number

301-695-9517 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00am ET to 5:00pm ET.

5. SOFTWARE MAINTENANCE

a . Software maintenance as it is defined:

X 1. Software Maintenance as a Product (SIN 511210)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently

Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

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

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY – IT

SOFTWARE – SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210)

GS-35F-045BA Page 13

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.

6. UTILIZATION LIMITATIONS - (SIN 511210)

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

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

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

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

(3 ) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contrac tors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(4 ) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the 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 - (SIN 511210)

Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (511210), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

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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

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

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USA COMMITMENT TO PROMOTE

SMALL BUSINESS PARTICIPATION

PROCUREMENT PROGRAMS

PREAMBLE

CSP Enterprises LLC provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT

To actively seek and partner with small businesses.

To identify, qualify, mentor and develop small, small disadvantaged and women -owned small businesses by purchasing from these businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company.

To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities.

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact Sheryl Vesper, Managing Partner at (301) 695-9517, or via email at sherry@cspenterprises.com.

mailto:sherry@cspenterprises.com

GS-35F-045BA Page 16

BEST VALUE

BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General

Services Administration (GSA) Federal Supply Schedule Contract(s) .

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6.

This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures

Ordering Activity Date Contractor Date

GS-35F-045BA Page 17

BPA NUM B ER

(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT

Pursua nt to GSA Federa l Supply Schedule Contra ct Numbe r(s) , Blanket Purchase Agreements, the

Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity):

(1 ) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below:

MODEL NUMBER/PART NUMBER *SPECI A L BPA DISCO U N T/PRI C E

(2 ) Delivery:

DESTINATION DELIVERY SCHEDULES / DATES

(3 ) The ordering activity estimates, but does not guarantee that the volume of purchases through this agreement will be .

(4 ) This BPA does not obligate any funds.

(5 ) This BPA expire s on or at the end of the contract period, whichever is earlier.

(6 ) The following office(s) is hereby authorized to place orders under this BPA:

OFFICE POINT OF CONTACT

(7 ) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.

(8 ) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum:

(a ) Name of Contractor;

(b ) Contract Number;

(c ) BPA Number;

(d ) Model Number or National Stock Number (NSN);

(e ) Purchase Order Number;

(f ) Date of Purchase;

(g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and

(h ) Date of Shipment.

(9 ) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

(10 ) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence.

GS-35F-045BA Page 18

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when responding to a ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:

• The customer identifies their requirements.

• Federa l Supply Schedule Contra cto rs ma y indiv idua l ly meet the custome rs needs, or -

• Federal Supply Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s requirement.

• Custome rs ma ke a best va lue select ion .

DELL CONFIDENTIAL

Dell Enterprise License Agreement

1. General. This Enterprise License Agreement (“ELA”) sets forth the legal agreement between , and its affiliates who are legally bound by these terms (“Customer”) and

Dell Products L.P. or Dell Global B.V. (Singapore Branch) on behalf of Dell Inc. and its worldwide affiliates (“Company”).

Customer and Dell are each referred to individually as a “party” and collectively as the “parties.” The “Software” shall mean collectively the software program described in Exhibit A, the associated media, printed materials, online or electronic documentation, and any copies thereof. Customer acknowledges and agrees that the license provided herein is being granted in consideration of the payment required under Exhibit A. Whenever the Customer is the U.S. Federal Government, or any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the U.S. Federal Government, the terms and conditions with respect to Customer’s use and disclosure of the Software and Documentation shall be set forth in an attached Exhibit B.

2. License. Subject to the terms, conditions and limitations of this ELA and timely payment by Customer of the amounts due under Exhibit A, Dell hereby grants Customer a limited, nonexclusive, nontransferable, non-assignable license, without rights to sublicense, to (A) install or have installed, display and use the Software (in object code only) only on as many computers, devices and/or in such configurations as Customer is expressly entitled under Exhibit A, and (B) only for such period as Customer are entitled under Exhibit A. The terms and conditions of this ELA will govern use of the Software and any upgrades, updates, patches, hotfixes and/or additional versions of the Software provided by Dell, at Dell’s sole discretion, that replace and/or supplement the original Software (collectively, “Update”), unless such Update is accompanied by or references a separate license agreement, in which case the terms and conditions of that agreement will govern. If this ELA governs Customer’s use of an Update, such Update shall be considered Software for purposes of this ELA. Unless earlier terminated as provided herein, the term of each individual license granted under this ELA begins on the date of execution by Customer of this ELA, and continues only for such period as indicated in Exhibit A. Each party recognizes that Dell grants no licenses except for the license expressly set forth herein.

3. License Limitations. Customer may not copy the Software except for a reasonable number of copies solely as needed for backup or archival purposes or as otherwise expressly permitted in in Section 2 “License” above. Customer may not modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software. The rights granted herein are limited to Dell's and its licensors' and suppliers’ intellectual property rights in the Software and do not include any other third party’s intellectual property rights. If the software was provided to Customer on removable media (e.g., CD, DVD, or USB drive), Customer may own the media on which the

Software is recorded but Dell, Dell's licensor(s) and/or supplier(s) retain ownership of the Software itself and all related intellectual property rights. Customer is not granted any rights to any trademarks or service marks of Dell. This ELA does not apply to any third party software that is not included as part of the Software or addressed in Exhibit A. The use of any other software, including any software package or file, whether licensed to Customer by Dell or by a third party, is subject to the terms and conditions that come with or are associate with such software.

4. Rights Reserved. THE SOFTWARE IS LICENSED, NOT SOLD. Except for the license expressly granted in this ELA, Dell, on behalf of itself and its licensors and suppliers, retains all right, title, and interest in and to the Software and in all related content, materials, copyrights, trade secrets, patents, trademarks, derivative works and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights (the "Works"). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereinafter developed and any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, display, republication or performance of the Works, except as specifically permitted herein, is strictly prohibited. Dell, on behalf of itself and its licensors and suppliers, retains all rights not expressly granted herein.

5. Restrictions. Except as otherwise provided herein or expressly agreed by Dell, Customer may not, and will not allow a third party to: (A) sell, lease, license, sublicense, assign, distribute or otherwise transfer or encumber in whole or in part the Software;

(B) provide, make available to, or permit use of the Software in whole or in part by, any third party, including contractors, without Dell's prior written consent, unless such use by the third party is subject to the terms and conditions of this ELA and Customer is liable for any breach of this ELA by such third party; (C) copy, reproduce, republish, upload, post, transmit or distribute the Software in any way; (D) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code (or underlying ideas, algorithms, structure or organization) from the Software program, in whole or in part; (E) modify or create derivative works based upon the Software; (F) use the Software on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; or (G) use the Software to create a competitive offering. Customer may not, and will not allow a third party to, use the Software program in excess of the number of licenses expressly authorized by Exhibit A. In addition, Customer may not share the results of any benchmarking activities without Dell’s prior written consent.

6. Compliance. Customer will certify in writing, upon reasonable request by Dell, Customer’s compliance with the terms of this ELA, indicating the number of Software licenses deployed at that time. Customer grants Dell or an agent selected by Dell, the right to perform an audit of Customer’s compliance with this ELA during normal business hours. Customer agrees to cooperate and provide Dell with all records reasonably related to Customer’s compliance with this ELA. If, as a result of the audit, a deficiency of greater than five percent (5%) is found in the licensee fees paid, then Customer shall bear the total cost of the audit, in addition to any other liabilities Customer may have.

7. Support and Subscription Services Not Included. Dell does not provide any maintenance or support services under this ELA.

Maintenance and support services, if any, are provided under a separate agreement. Additionally, this ELA, in and of itself, does not entitle Customer to any Updates at any time in the future.

8. Termination. Dell may terminate this ELA immediately and without prior notice if Customer fails to comply with any term or condition of this ELA or if Customer fails to timely pay for the licenses to the Software. In addition, Dell may terminate any license associated with Software distributed for free at any time in its sole discretion. In the event of termination of this ELA, all licenses granted hereunder shall automatically terminate and Customer must immediately cease use of the Software and return or destroy all copies of the Software. The parties recognize and agree that their obligations under Sections 4, 5, 11, 12, 13, 15, 16, 18 and 19 of this ELA, as well as obligations for payment, survive the cancellation, termination, and/or expiration of this ELA and/or the license granted hereunder.

9. Export, Import and Government Restrictions. Customer is advised that the Software is subject to U.S. export laws as well as the laws of the country where it is delivered or used. Customer agrees to abide by these laws. Under these laws, the Software may not be sold, leased, or transferred to restricted countries (currently Cuba, Iran, North Korea, Sudan and Syria), restricted end-users, or for restricted end-uses. Customer specifically agrees that the Software will not to be used for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. Customer understands that certain functionality of the Software, such as encryption or authentication, may be subject to import restrictions in the event Customer transfers the Software from the country of delivery and Customer is responsible for complying with applicable restrictions.

10. Limited Warranty. Dell has the right to grant the licenses to the Software, and such Software will substantially conform in material respects to the functional specifications and current documentation provided by Dell with the Software. This limited warranty is not transferable and extends only for thirty (30) days from the date of delivery of the Software. This limited warranty does not cover damages, defects, malfunctions or failures caused by any unauthorized modification by Customer, or Customer’s agents, of the Software; any abuse, misuse or negligent acts of Customer;

modification by Customer of any interfaces or any software or hardware interfacing with the Software; or any failure by Customer to follow Dell’s installation, operation or maintenance instructions.

EXCEPT FOR THE PRECEDING EXPRESS LIMITED

WARRANTY, DELL MAKES, AND CUSTOMER RECEIVES,

NO OTHER WARRANTIES RELATED TO THE SOFTWARE

WHETHER EXPRESS, IMPLIED OR STATUTORY, AND

DELL SPECIFICALLY DISCLAIMS ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

DELL DOES NOT WARRANT THAT THE FUNCTIONS OF

THE SOFTWARE WILL MEET CUSTOMER’S

REQUIREMENTS OR THAT OPERATION OF THE

SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING

THE SOFTWARE AND THE RESULTS ACHIEVED.

CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND

DELL’S ENTIRE LIABILITY FOR BREACH OF THE

WARRANTIES PROVIDED HEREIN, IS FOR DELL, AT ITS

SOLE DISCRETION, TO EITHER USE COMMERCIALLY

REASONABLE EFFORTS TO REMEDY ANY NON-

CONFORMANCE…