Federal Supply Schedule GS35F0495M

Federal Supply Service

Authorized Information Technology Schedule Pricelist

GS-35F-0495M

Period Covered by Contract: May 17, 2002 THROUGH May 16, 2007

Pricelist current through Modification #PO-0022 effective April 2, 2007

MRO SOFTWARE, INC.

GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

Special Item Numbers (SIN) Products/Services

132-33………………………Perpetual Software Licenses 132-34…………………………….Maintenance of Software 132-50……………………………………Training Courses

SIN 132-33 - PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY

SOFTWARE

NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interfaces 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.

SIN 132-34 - MAINTENANCE OF SOFTWARE

No Code or Class………See FSC Class for basic software

SIN 132-50 - TRAINING COURSES FOR INFORMATION

TECHNOLOGY EQUIPMENT AND SOFTWARE

FPDS Code U012

Contractor:

MRO Software, Inc.

100 Crosby Drive

Bedford, MA 01730 Phone: (718) 280-2000 Fax: (718) 280-2210 www.mro.com

Contract Number: GS-35F-0495M

Period Covered by Contract:

May 17, 2002 through May 16, 2007

General Services Administration

Federal Supply Service

Pricelist current through Modification #PO-0022 effective April 2, 2007.

Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Supply

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

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM

NUMBER 132-50)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES (SPECIAL ITEM NUMBER 132-51)...........................................ERROR! BOOKMARK NOT DEFINED.

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS... 21

SUGGESTED FORMATS FOR BLANKET PURCHASE AGREEMENTS

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

APPENDIX I – TRAINING

GSA SCHEDULE PRICE LIST

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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.

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

2. CONTRACTOR'S ORDERING ADDRESS

AND PAYMENT INFORMATION:

Orders and Remittance:

MRO Software, Inc.

100 Crosby Drive Bedford, MA 01730

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:

(781) 280-2450

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: 06-514-1517 Block 30: Type of Contractor - C. Large Business Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 04-2448516

4a. CAGE Code: 1FG66

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

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5. FOB DESTINATION

6. DELIVERY SCHEDULE

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

SPECIAL ITEM NUMBER DELIVERY TIME

(Days ARO)

132-33 5 Business Days

132-50 As agreed between the contractor and the ordering activity

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: None – Net 30 days from date of acceptance

b. QUANTITY. None

c. DOLLAR VOLUME. None

d. GOVERNMENT EDUCATIONAL

INSTITUTIONS. Government Educational Institutions are offered the same discounts as all other Government customers unless otherwise specified in the pricelist.

e. OTHER. None

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:

10. SMALL REQUIREMENTS:

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

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

a. The Maximum Order value for the following

Special Item Numbers (SINs) is $500,000:

Special Item Number 132-33 - Perpetual

Software Licenses Special Item Number 132-34 – Maintenance of Software

b. The Maximum Order value for the following

Special Item Numbers (SINs) is $25,000:

Special Item Number 132-50 - Training

Courses

12. ORDERING PROCEDURES FOR

FEDERAL SUPPLY SCHEDULE

CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR)

8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

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

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

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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 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

GS-35F-0495M www.mro.com Page 4 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.

15. CONTRACT ADMINISTRATION FOR

ORDERING ACTIVITIES:

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See C.1.)

16. GSA ADVANTAGE!

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

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

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

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non- Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated at open market purchases. Ordering Activities procuring open market items must follow FAR 8.401(d).

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.

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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.

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:

N/A

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, Contractor’s Reports of Sales and 552.238-76, Industrial Funding Fee, 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.

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23. SECTION 508 COMPLIANCE.

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

www.mro.com/corporate/about/soa.htm

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

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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TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM

NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

MRO Software Inc. (“MROI”) Definitions.

“ACSP” or “Annual Customer Support Plan” means the customer support plan described in Section 4;

“ACSP Fee” means the annual fee payable for

ACSP.

“Customer” means the ordering activity.

“Documentation” means the end-user functional guide, installation guide, system administration guide and any other standard, human-readable information that is provided in tangible or electronic form by MROI to Customer with the Licensed Software, Enhancements and New Releases;

“Effective Date” means the date an Order has been accepted by MROI.

“Licensed User” means any person who (i) uses or accesses the Licensed Software components or (ii) accesses the Licensed Software’s business rules via any kind of user interface, including but not limited to desktop executables, web browsers or handheld (wireless) devices, or (iii) enters or manipulates data or information within the database or database tables which the server portion of the Licensed Software organizes and manipulates; each “Licensed User” must be designated as a Registered User, a Fixed User or a Flex User, defined as follows:

“Registered User” means a Licensed User who is licensed only to use or access Maximo® or Maximo® Enterprise™

“Fixed User” means a Licensed User who is licensed only to use Maximo® Service Center™;

“Flex User” means up to three (3) Fixed Users who are licensed only to use Maximo® Service Center™ sequentially and never at the same time.

“Managed System” means any grouping of hardware and software components that operate together to provide a service; it is a component of a network that can be identified as a discrete processing node, including all attached peripheral equipment. For example, a laptop, monitor, keyboard, mouse and operating system is one Managed System. Other typical Managed

Systems include desktop computers, printers (networked and non-networked), and network devices. These systems would be identified as trackable items that need to be identified as single tracking units, and would be countable assets if a physical inventory were to take place.

For Maximo® Discovery™ only, “Managed System” means any asset that can host an agent (any device with a CPU and hard drive, typically a server or PC). “New Release” and “Superseded Release” are defined in Section 4 below;

“Third Party Software” means any software provided by MROI as part of the Licensed Software under license from a third party, a list and description of which is available in the Customer Support section of MROI’s website;

“Warranty Period” means MROI’s standardcommercial warranty.

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. Software shall be deemed accepted 30 days after the ordering activity receives the order, unless written notice is given to the contrary within the 30 day period. The ordering activity must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. GUARANTEE/WARRANTY

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

b. The Contractor warrants that the items delivered hereunder are merchantable and in compliance with the response to requirements which result in orders under this schedule contract.

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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.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 800-243-7734 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available 24 hours a day, 7 days a week.

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Unlimited 24 x 7 toll free customer support, unlimited use of on-line support, user forums, knowledge base, technical bulletins, upgrade information, defect listings by version, support lab for problem resolution, production information, periodic patches, maintenance releases, enhancements, and new versions, as more specifically described in Contractor’s commercial price list:

i. Annual Customer Support Plan (“ACSP”). If Customer subscribes for ACSP, Customer shall be entitled to receive the maintenance and support services described in this Section for a period of one year commencing on the date the Licensed Software is initially accepted by Customer (or in a case where shipment is not required, ACSP shall commence on the Schedule Effective Date).

ii. Error Reporting Procedure. For so long as Customer has subscribed and paid for ACSP, Customer may report suspected errors in the Licensed Software to MROI by telephone, fax, mail or MROI’s internet website. MROI offers a twenty-four by seven (24x7) "Follow the Sun" support policy provided by various MROI worldwide support centers. MROI may change its Customer Support hours from time to time upon notice to Customer. MROI will notify GSA via an administrative modification addressing any such changes. MROI’s support hotline can be reached at (866) 669-6764 (phone) or (781) 280-2203 (fax). Upon MROI’s request, Customer shall provide complete documentation of, and fully cooperate with MROI in its effort to investigate any suspected error reported by Customer. Upon verification by MROI of a reported error, MROI’s sole obligation shall be to use reasonable efforts to provide, at MROI’s sole discretion, a software update or workaround to correct or address such error. Customer shall pay MROI at its then-current GSA schedule rates for any ACSP services provided by MROI in correcting errors or addressing issues caused by Customer’s entry, modification or manipulation of data via any means other than the Maximo User Interface or the Maximo Enterprise Adaptor, even if authorized hereunder. If the error caused by the Customer is outside of the scope of the MROI maintenance and support plan, then the solution to the error will be resolved on a case-by-case basis by the Ordering Activity and MROI.

iii. Enhancements. For so long as Customer has subscribed and paid for ACSP, MROI shall provide Customer with Enhancements to the Licensed Software. The term “Enhancements” means such updates, improvements or revisions to the Licensed Software, if any, that MROI may provide from time to time to its U.S. customers who have subscribed and paid for ACSP. MROI shall not in any event be required to provide maintenance and support services to Customer for that outdated portion of the Licensed Software which was replaced by a particular Enhancement, at any time after twelve

(12) months from the U.S. release date of such Enhancement. This gives the Customer 12 months to install the provided Enhancement before ACSP for the previous, outdated version expires. ACSP on the Enhancement is available immediately upon its release.

iv. New Versions. For so long as Customer has subscribed and paid for ACSP, MROI shall provide Customer with any available New Releases to the Licensed Software. From time to time, MROI may in its discretion issue a new version or release of the Licensed Software (a “New Release”) that supersede the prior release (the “Superseded Release”). MROI shall not in any event be required to provide maintenance and support services for any outdated, Superseded Release at any time after twelve (12) months from the U.S. release date of the New Release or such later date as may be specified in the Customer Support section of MROI’s website as the date on which engineering support for the Superseded Release expires.

This gives the Customer 12 months to install the

GS-35F-0495M www.mro.com Page 9 provided New Release before ACSP for the previous, outdated version expires. ACSP on the New Release is available immediately upon its release.

b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period.

Maintenance charges must be paid in arrears (31

U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF

APPLICABLE, SHALL BE SHOWN ON THE

INVOICE.

5. PERIODS OF MAINTENANCE (132-34)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time.

b. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor. If the ordering activity discontinues or fails to pay for software maintenance, the Contractor shall have no obligation to provide maintenance. If the ordering activity at some future date wishes to re-subscribe for software maintenance or to obtain an enhancement or new release, the ordering activity must pay to Contractor the then-current GSA Schedule List Price software maintenance amount and the ACSP amounts due for the period elapsed since the expiration of the last ACSP period for which Customer paid for the ACSP.

This is to ensure maintenance upgrades since the time of the elapsed period are incorporated upon reinstatement. There are no penalty fees for reinstating maintenance.

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

d. Cross-Year Funding Within Contract Period.

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

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

6. UTILIZATION LIMITATIONS - (132-33 AND

132-34)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. FAR clause 52.227-19 COMMERCIAL COMPUTER

SOFTWARE – RESTRICTED RIGHTS (JUN 1987)

is incorporated by reference as part of this contract.

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, and all copies, portions, extracts and excerpts thereof, shall remain with the Contractor including all copyrights, patents and trade secrets. All rights not expressly granted to the ordering activity are reserved to the Contractor. The ordering activity is prohibited from reverse engineering or otherwise deriving or attempting to derive source code for the software.

Except as specifically recommended by MROI in writing or in the Maximo® System Administrator’s Guide or in MROI’s on-line Developer Center, and except as specifically required under applicable law without the possibility of contractual waiver, Customer shall not (i) alter, modify, enhance, adapt, re-arrange, reverse engineer, decompile, make works derived from the Licensed Software or attempt to generate or access the source code for the Licensed Software, whether by converting, translating, decompiling, disassembling or otherwise, or (ii) enter or manipulate data or information within the database underlying the Licensed Software other than via the Licensed Software. Any such action on the part of Customer shall violate Customer’s license.

Customer shall not attempt to aggregate users or circumvent MROI’s licensing restrictions via technical means, including without limitation the use of any interface between the Licensed Software and another program that performs functionality substantially similar to that contained in any product offered by MROI at the time Order is executed. Except by means of a licensed MEA, Customer shall not interface or synchronize any

GS-35F-0495M www.mro.com Page 10 other software or database to the database that underlies the Licensed Software.

The ordering activity shall not remove any restricted or proprietary rights or confidentiality notice included in or affixed to the software or any documentation or materials, and shall reproduce all such notices on all copies.

This is a license to use Contractor’s software on a basis, as specified in the purchase order, which will also specify site location.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent activity. The software may be used by any subdivision of the 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 provided that such subdivision is identified on the order as being part of the ordering activity. Further, the software may be used on a sharing basis only where multiple activities have joint projects that can be satisfied by the use of the software placed at one activity's site and provided that joint use was intended at the time of license purchase. This would allow other activities access to one activity's database. For ordering activity public domain databases, user activities and third parties may use the computer program to enter, retrieve, analyze and present data. The user activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property, as indicated in this contract, with any third parties that are permitted access to the computer programs and documentation in connection with the user 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 activity.

(3) Except as is provided in paragraph 6.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 Contractors, 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 - (132-33)

The ordering activity will be allowed to convert from one version of the software to another due to a change in operating system, or from one computer system to another. Under a perpetual license (132-33), and consistent with the contractor’s GSA price list, a database platform change fee will apply. For a software conversion or transfer, the ordering activity will keep the existing software and the contractor will ship a software license key, which facilitates the conversion or transfer.

8. DESCRIPTIONS AND EQUIPMENT

COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software

GS-35F-0495M www.mro.com Page 11 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.

GS-35F-0495M www.mro.com Page 12

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 132-50)

1. SCOPE

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

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

2. ORDER

Written orders, EDI orders (GSA Advantage!

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

3. TIME OF DELIVERY

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

4. CANCELLATION AND RESCHEDULING

a. The ordering activity will notify the Contractor at least three (3) business days before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class.

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

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

d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two

(72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT

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

6. PRICE FOR TRAINING

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

7. INVOICES AND PAYMENT

Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course. Charges for training must be paid in arrears (31 U.S.C. 3324). PROMPT

PAYMENT DISCOUNT, IF APPLICABLE, SHALL

BE SHOWN ON THE INVOICE.

8. FORMAT AND CONTENT OF TRAINING

a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.)

normally provided with course offerings. Such

GS-35F-0495M www.mro.com Page 13 documentation will become the property of the student upon completion of the training class.

b. For hands-on training courses, there must be a one-to-one assignment of IT equipment to students.

c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course.

d. The Contractor shall provide the following information for each training course offered – See Appendix I:

(1) The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training);

(2) The length of the course;

(3) Mandatory and desirable prerequisites for student enrollment;

(4) The minimum and maximum number of students per class;

(5) The locations where the course is offered;

(6) Class schedules; and

(7) Price (per student, per class (if applicable)).

e. For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges.

Rates paid as a result of travel will comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

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USA COMMITMENT TO PROMOTE

SMALL BUSINESS PARTICIPATION

PROCUREMENT PROGRAMS

1. PREAMBLE

MRO Software, Inc. 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.

2. 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 the Contractor.

SUGGESTED FORMATS FOR BLANKET

PURCHASE AGREEMENTS

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-0495M www.mro.com Page 22

BPA NUMBER_____________

(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(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/PART NUMBER *SPECIAL BPA

DISCO…