MAS - Cloud Nine Technologies Inc. - GS35F0491Y

FSS Schedule Pricelist Cloud Nine Technologies, Inc.

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AUTHORIZED FEDERAL SUPPLY SERVICE

MULTIPLE AWARD SCHEDULE (MAS) PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Special Item No. 54151S Information Technology Professional Services

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

SPECIAL ITEM NUMBER 54151S- INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D301 IT Facility Operation and Maintenance

FPDS Code D302 IT Systems Development Services

FPDS Code D306 IT Systems Analysis Services

FPDS Code D307 Automated Information Systems Design and Integration Services

FPDS Code D308 Programming Services

FPDS Code D310 IT Backup and Security Services

FPDS Code D311 IT Data Conversion Services

FPDS Code D313 Computer Aided Design/Computer Aided Manufacturing (CAD/CAM) Services

FPDS Code D316 IT Network Management Services

FPDS Code D317 Creation/Retrieval of IT Related Automated News Services, Data Services, or

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

FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

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

Note 2: Offerors and Agencies are advised that the Multiple Award 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 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 performance by the publisher or manufacturer or one of their authorized agents.

Contract Number: GS-35F-0491Y

Period Covered by Contract: July 5, 2012 through July 4, 2027

Products and ordering information in this Authorized FSS Multiple Award Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply Service’s

Home Page via the Internet at http://www.fss.gsa.gov/

Cloud Nine Technologies, Inc.

12606 Camberley Forest Drive, Herndon, VA 20171

Tel: 703-869-9051 Fax: 303-479-1021 http://www.cloudninetech.com

Small Disadvantaged Business http://www.fss.gsa.gov/ http://www.cloudninetech.com/

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Information For Ordering Offices ........................................................................................................................... I-3

Terms and Conditions Applicable to IT Professional Services (SIN 132-51) ..................................................... I-11

Description of IT Services and Pricing ................................................................................................................. I-14

IT Services Hourly Labor Rates ................................................................................................................. I-15

US commitment to promote Small Business participation Procurement programs ............................................ I-25

Blanket Purchase Agreements (BPAs).................................................................................................................. I-26

Contractor Team Arrangements............................................................................................................................ I-28

TABLE OF CONTENTS

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INFORMATION FOR ORDERING ACTIVITIES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation

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

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!

on-line shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage! and the Federal Supply

Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

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

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

1. Geographic Scope of Contract:

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

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

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto

Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

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

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

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

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

Not Applicable_

2. Contractor's Ordering Address and Payment Information:

Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards “will” be acceptable for payment above the micro-purchase threshold.

In addition, bank account information for wire transfer payments will be shown on the invoice.

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

Cloud Nine Technologies, Inc.

12606 Camberley Forest Drive, Herndon, VA 20171

Tel: 703-934-6077 Fax: 303-479-1021 http://www.cloudninetech.com

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Tel: 703-314-9009

Contact: Ranjeev Pamnani, President & CEO

3. LIABILITY FOR INJURY OR DAMAGE

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

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

Block 9: G. Order/Modification Under Federal Schedule

Block 16: Data Universal Numbering System (DUNS) Number: 145207101

Block 30: Type of Contractor - B

B. Other Small Business

Block 31: Woman-Owned Small Business - No

Block 36: Contractor's Taxpayer Identification Number (TIN): 200497260

4a. CAGE Code: 8AMA3

4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB Destination

6. DELIVERY SCHEDULE

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

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

54151S As negotiated between the Ordering Activity and Cloud Nine Technologies, Inc.

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

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

a. Prompt Payment: 0.25% - 10 days from receipt of invoice or date of acceptance, whichever is later.

b. Quantity- None

c. Dollar Volume- 0%

d. Government Educational Institutions

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

e. Other

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8. Trade Agreements Act of 1979, as amended:

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

9. Statement Concerning Availability of Export Packing: Outside the scope of the contract

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

11. Maximum Order (All dollar amounts are exclusive of any discount for prompt payment.)

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

Special Item Number 54151S - Information Technology (IT) Professional Services

12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

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

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

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

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS

REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or

Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

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

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

Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S.

Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security

Act. Information concerning their availability and applicability should be obtained from the National Technical

Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS

Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

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

Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and

Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470

East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be

I-6 obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301) 975-2833.

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

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

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award

Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

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

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

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

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

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

Part 9.5.

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

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

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

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The

Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

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

16. GSA ADVANTAGE!

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

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

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

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

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. Ordering Activities procuring open market items must follow FAR

8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply

Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal

Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal

Supply Schedule is fair and reasonable;

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

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

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

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

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

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

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

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

c. The maintenance/repair service provided is the standard commercial terms and conditions for the type of products and/or services awarded.

http://www.gsaadvantage.gov/

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19. OVERSEAS ACTIVITIES

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

Outside the Scope

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

20. BLANKET PURCHASE AGREEMENTS (BPAs)

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

21. CONTRACTOR TEAM ARRANGEMENTS

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

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United

States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the

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

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 or 132-9.

23. SECTION 508 COMPLIANCE.

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT)

Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all hardware/software/services are 508 compliant:

Yes X

No

The offeror is required to submit with its offer a designated area on its website that outlines the Voluntary Product

Accessibility Template (VPAT) or equivalent qualification, which ultimately becomes the Government Product

Accessibility Template (GPAT). Section 508 compliance information on the supplies and services in this contract are available at the following website address (URL)::

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

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

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

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

(b) The following statement:

This order is placed under written authorization from dated . In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply

Schedule contract, the latter will govern.

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

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

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

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

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

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

26. SOFTWARE INTEROPERABILITY.

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

27. ADVANCE PAYMENTS

http://www.section508.gov/ http://www.core.gov/

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

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****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 54151S Information Technology

Professional Services apply exclusively to IT Professional Services within the scope of this Multiple Award

Schedule.

b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity.

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

a. Performance incentives may be agreed upon between the Contractor 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 the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall 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 shall not extend beyond the end of the contract period; all services and delivery shall be made, and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall 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.

4. PERFORMANCE OF SERVICES

a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor 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 shall be completed in a good and workmanlike manner.

d. Any Contractor 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 Contractor travel. Contractors cannot use GSA city pair contracts.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

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

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor 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 the

Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall 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 the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall 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, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor 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.

(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 shall 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 shall 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

The Contractor shall 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 ACTIVITY

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

9. INDEPENDENT CONTRACTOR

All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent

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

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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” refer 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 ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-

Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-

Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I –

FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time- and-Materials/Labor-

Hour Proposal Requirements—Commercial Item Acquisition As prescribed in 16.601(e)(3), insert the following provision:

(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.

(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general, and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—

(1) The offeror;

(2) Subcontractors; and/or

(3) Divisions, subsidiaries, or affiliates of the offeror under a common control.

13. RESUMES

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Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING

Please find enclosed, on the following pages, the description of several categories of IT services offered by Cloud

Nine Technologies, Inc. along with the corresponding prices:

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GSA Pricelist for Cloud Nine Technologies, Inc.

Labor Category Year 1

7/5/2022 - 7/4/2023

Year 2

7/5/2023 - 7/4/2024

Year 3

7/5/2024 - 7/4/2025

Year 4

7/5/2025 - 7/4/2026

Year 5

7/5/2026 - 7/4/2027

Program Manager II $179.98 $186.28 $192.80 $199.55 $206.54

Program Manager $137.28 $142.09 $147.06 $152.21 $157.53

Project Manager $145.37 $150.46 $155.72 $161.17 $166.81

Programmer V $167.75 $173.62 $179.70 $185.99 $192.50

Programmer IV $139.80 $144.69 $149.76 $155.00 $160.42

Programmer II $110.10 $113.95 $117.94 $122.07 $126.34

Systems Analyst $87.85 $90.92 $94.11 $97.40 $100.81

Senior Computer Systems Analyst $111.42 $115.32 $119.35 $123.53 $127.86

Senior Computer Scientist/Systems Analyst II $118.64 $122.79 $127.09 $131.54 $136.14

Data Analyst $95.23 $98.56 $102.01 $105.58 $109.28

Functional Analyst $114.63 $118.64 $122.80 $127.10 $131.54

Business Analyst II $79.28 $82.05 $84.93 $87.90 $90.97

Software Developer $96.31 $99.68 $103.17 $106.78 $110.52

Technical Architect $134.54 $139.25 $144.12 $149.16 $154.39

Database Programmer III $126.75 $131.19 $135.78 $140.53 $145.45

Database Programmer II $112.73 $116.67 $120.75 $124.98 $129.36

Application Engineer/IT Analyst I $73.92 $76.51 $79.19 $81.96 $84.83

Application Engineer/IT Analyst II $84.64 $87.60 $90.66 $93.84 $97.12

Web Developer $91.06 $94.25 $97.55 $100.96 $104.50

Software Tester II $101.98 $105.55 $109.24 $113.07 $117.02

Senior QA Analyst $108.92 $112.73 $116.68 $120.76 $124.99

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LABOR CATEGORY DESCRIPTIONS

01 COMMERCIAL JOB TITLE: PROGRAM MANAGER II

Minimum Technical Qualifications and Experience: Ten (10) years of progressive Information Technology (IT) experience with atleast 2 years experience in managing, directing, and implementing projects. Relevant experience includes, but is not limited to, experience in managing projects, contracts, funds, and resources.

Functional Responsibility: Utilizes technical, project management and program management qualifications and experience to manage programs, contracts and project teams. Build and maintain good relationships with Government clients. Duties may include contract management, project management, and interface with the customer. This position is responsible for formulating and enforcing work standards, assigning contractor schedules, and communicating policies, purposes, and goals to subordinates and subcontractors. He or she is responsible for the overall contract performance and manages IT services and support operations that may include multiple projects. Program Manager II organizes resources to support multiple concurrent projects and manages the execution of multiple concurrent projects.

Minimum Education: Master’s degree in Engineering (any discipline), Science, Information Systems, or Business

Administration.

Minimum Training: PMP Certification or Equivalent

02 COMMERCIAL JOB TITLE: PROGRAM MANAGER

Minimum Technical Qualifications and Experience: Eight (8) years of progressive Information Technology (IT) experience with atleast 2 years experience in managing, directing, and implementing projects. Relevant experience includes, but is not limited to, experience in managing projects, contracts, funds, and resources.

Functional Responsibility: Duties may include contract management, project management, and interface with the customer. The Program Manager serves as the single contract manager and is the authorized interface with the Government s Contracting Officers Representative (COR), other Government management personnel, and customer agency representatives. The Program Manager is responsible for formulating and enforcing work standards, assigning contractor schedules, and communicating policies, purposes, and goals to subordinates and subcontractors. He or she is responsible for the overall contract performance and manages IT services and support operations that may include multiple projects.

The Program Manager organizes resources to support multiple concurrent projects and manages the execution of multiple concurrent projects.

Minimum Education: Bachelor’s degree in Engineering (any discipline), Science, Information Systems, or Business

Minimum Training: None

03 COMMERCIAL JOB TITLE: PROJECT MANAGER

Minimum Technical Qualifications and Experience: Ten (10) years of progressive IT experience with 4 years in managing, directing, and implementing projects. Relevant experience includes, but is not limited to, experience in managing projects, contracts, funds, and resources.

Functional Responsibility: This position manages a diverse group of functional activities and subordinate groups of technical and administrative personnel. A Project Manager serves as the leader of a delivery/task order and assists the

Program Manager in working with the Government s COR, other Government management personnel, and customer agency representatives. Under the guidance of the Program Manager, the Project Manager is responsible for the overall management of the specific task order(s) and ensuring that the technical solutions and schedules in the task order are implemented in a timely manner. The Project manager performs enterprise-wide horizontal integration planning and

I-17 interfaces to other functions systems. Project Managers are senior personnel who not only have responsibility for managing projects, but also for managing people.

Minimum Education: Bachelor’s degree in Engineering (any discipline), Science, Information Systems, or Business

04 COMMERCIAL JOB TITLE: PROGRAMMER V

Minimum Technical Qualifications and Experience: Ten (10) years of dedicated experience in architecting, analyzing, designing, developing, implementing, testing and maintaining complex software applications and systems using a variety of tools and technologies like SharePoint, Java, J2EE, XML, .NET, C#, C++, Oracle database, MS SQL Server, Sybase.

Functional Responsibility: Supervises teams of Software Developers, Programmers, Technical Consultants, Network

Engineers, System Administrators, testers, and Database Administrators and advises them on all technical issues while ensuring that complex software applications and computer systems are designed, developed, tested and implemented on time and within budget. Responsible for analyzing, designing, developing, testing, implementing, and maintaining complex software applications using latest SDLC guidelines and technologies like SharePoint, Java/J2EE, XML, .NET, C# and C++. Responsible for, technical and user documentation, software conversions; environments include but are not limited to mainframe, mid range, personal computers, laptops.

Conducts project feasibility and implementation studies, including the development of plans and testing for evaluation.

Develops and implements data conversion routines. Performs system testing to insure satisfactory results. Duties require knowledge of data sources, data flow, system interactions, and computer equipment and software applications.

May perform selected project tasks independently or with minimal direction. Provides technical support to the project team. Establishes and maintains development, testing environments and the configuration management process and structures. Serves as point-of-contact for third-party software and hardware vendors.

Minimum Education: Bachelor’s degree in Engineering (any discipline), Science, Information Systems, or Business

05 COMMERCIAL JOB TITLE: PROGRAMMER IV

Minimum Technical Qualifications and Experience: Eight (8) years of dedicated experience in analyzing, designing, developing, implementing, testing and maintaining complex software applications and systems using a variety of tools and technologies like SharePoint, Java, J2EE, XML, .NET, C# and C++.

Functional Responsibility: Responsible for analyzing, designing, developing, testing, implementing, and maintaining complex software applications using latest SDLC guidelines and technologies like SharePoint, Java/J2EE, XML, .NET, C# and C++. Responsible for, technical and user documentation, software conversions; environments include but are not limited to mainframe, mid range, personal computers, laptops. Conducts project feasibility and implementation studies, including the development of plans and testing for evaluation. Develops and implements data conversion routines.

Performs system testing to insure satisfactory results. Duties require knowledge of data sources, data flow, system interactions, and computer equipment and software applications. May perform selected project tasks independently or with minimal direction. Provides technical guidance to the project team. Establishes and maintains development, testing environments and the configuration management process and structures.

Minimum Education: Bachelor’s degree in Engineering (any discipline), Science, Information Systems, or Business

Administration. Advanced Degrees in the above fields are desirable.

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06 COMMERCIAL JOB TITLE: PROGRAMMER II

Minimum Technical Qualifications and Experience: Four (4) years of experience in writing application codes/programs using various programming language/s like SharePoint, Java, J2EE, XML, .NET, C# and C++.

Functional Responsibility: Independently write codes and application programs in various languages like Java, XML, .NET, C#, C++, Perl, SharePoint, and PL/SQL. Also responsible for Unit testing, code maintenance, and technical documentation.

Minimum Education: Bachelor’s degree in Engineering (any discipline), Science, Information Systems, or Computer

Science.

07 COMMERCIAL JOB TITLE: SYSTEMS ANALYST

Minimum Technical Qualifications and Experience: Overall four (4) years of experience in analyzing computer systems, system interfaces, architecture, and business processes.

Functional Responsibility: Supports the development, enhancement, and maintenance of products and services applicable to multiple lines of a customer's business using information technology. Responsible for analyzing the business processes, data and/or Information Systems of organizations. This includes the analysis of the architecture of the system, what hardware, operating system and software the organization uses, what is the role of each hardware and software element, what databases the organization runs and on what platforms, is the data being used reliable, which processes run on which platform/hardware, in what programming languages have the business logic been written.

Anticipates and identifies user problems and needs. Recommends IT Systems solutions based on customer business requirements and industry trends. Advises on methods to improve business processes and remove non-value added activities to enhance IT system performance. Leads customer training and builds relationships with multiple customer levels.

Minimum Education: Bachelor’s degree in Computer Sciences, Information Systems, Business, Mathematics or

Engineering or equivalent combination of education and experience.

08 COMMERCIAL JOB TITLE: SENIOR COMPUTER SYSTEM ANALYST

Minimum Technical Qualifications and Experience: Overall six (6) years of experience in analyzing computer

Functional Responsibility: Supervises and guides a team of System Analysts while supporting the development, enhancement, and maintenance of products and services applicable to multiple lines of a customer's business using information technology. Responsible for analyzing the business processes, data and/or Information Systems of organizations. This includes the analysis of the architecture of the system, what hardware, operating system and software the organization uses, what is the role of each hardware and software element, what databases the organization runs and on what platforms, is the data being used reliable, which processes run on which platform/hardware, in what programming languages have the business logic been written. Anticipates and identifies user problems and needs.

Recommends IT Systems solutions based on customer business requirements and industry trends. Advises on methods to improve business processes and remove non-value added activities to enhance IT system performance. Leads customer training and builds relationships with multiple customer levels.

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Minimum Education: Bachelor’s degree in Computer Sciences, Information Systems, Business, Mathematics or

Engineering or equivalent combination of education and experience.

09 COMMERCIAL JOB TITLE: SENIOR COMPUTER SCIENTIST/SYSTEMS ANALYST II

Minimum Technical Qualifications and Experience: Overall fifteen (15) years of experience in analyzing computer

Functional Responsibility: provides computer engineering and computer systems analysis and software engineering services for CSD (Computer System and Design) and CSS (Computer Systems and support). Performs software engineering work supporting tasks that are related to Information Technology Systems Architecture, Enterprise

Architecture, or Network Analysis/Design/Test.

Minimum Education: Bachelor’s degree in Computer Sciences, Information Systems,…