MAS - Rightstar Inc. - GS35F0592R

RightStar Inc.

Authorized MAS Schedule Pricelist FSC Group 70, Part I, Sections B & C

ADP Services

Special Item No. 511210, Software Licenses Special Item No. 54151, Software Maintenance Services

Special Item No. 54151S, IT Professional Services

RightStar, Inc.is an ITSM and DevOps consultancy and solution provider, assisting Fortune

1000 companies and government agencies to provide exceptional service through leading technology, software and processes.

RightStar, Inc.

Alexander Bell Drive, Suite 550

Reston, VA 20191

(703) 242-7200 www.rightstar.com

RightStar is a Large Business

Contract No:GS-35F-0592R

Period Covered by Contract: May 20, 2005 to May 19, 2025

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

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

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 i

703-242-7200 � 703-242-7599 (fax) � www.rightstar.com

Table of Contents

CUSTOMER INFORMATION

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY

(IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION

PROCUREMENT PROGRAMS

SAMPLE BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL

SUPPLY SCHEDULE

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

ATTACHMENT B: RIGHTSTAR PROFESSIONAL SERVICES PRICELIST

ATTACHMENT C: RIGHTSTAR SOFTWARE PRODUCTS PRICELIST

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 1

Customer Information

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 micro purchase 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.fsa.gsa.gov) contains information on a broad array of products and services offered by small business concerns.

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

For orders exceeding the micro purchase 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. AWARDED SPECIAL ITEM NUMBERS

Special Item No. 511210, Perpetual Software Licenses

Special Item No. 54151 Software Maintenance Services

See Table of Contents for location of item descriptions and prices

2. 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 511210 - Software Licenses, Special Item No. 54151, Software Maintenance Services, Special Item Number 54151S - Information Technology Professional Services

3. MIMIMUM ORDER: The minimum dollar value of orders to be issued is $ 100.

4. GEOGRAPHIC SCOPE OF CONTRACT

The scope of contract is domestic and overseas delivery.

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.

5. POINTS OF PRODUCTION: USA

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

7. QUANTITY DISCOUNTS: None

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 2

703-242-7200� 703-242-7599 (fax) � www.rightstar.com

8. PROMPT PAYMENT TERMS: 0%, 30 days from receipt of invoice or date of acceptance, whichever is later. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions.

9a. Government purchase cards are accepted at or below the micro-purchase threshold

9b. Government purchase cards are accepted above the micro-purchase level

10. FOREIGN ITEMS

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.

11. TIME OF DELIVERY

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)

511210 30 Days

54151 30 Days

54151S As Agreed with Buying Agency

b. EXPEDITED DELIVERY: Items available for expedited delivery are noted in this price list.

c. OVERNIGHT AND 2-DAY DELIVERY: The schedule customer may contact RightStar for rates for overnight and 2-day delivery.

d. 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. 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.

12. FOB: DESTINATION

13. ORDERING ADDRESS AND PAYMENT INFORMATION

a. Ordering Address:

1801 Alexander Bell Drive, Ste 550

Reston, VA 20191

b. Ordering Procedures. For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment Address:

1801 Alexander Bell Drive, Ste 550

Reston, VA 20191

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 3

15. 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:

i. Time of delivery/installation quotations for individual orders;

ii. 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.

iii. 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.

16. EXPORT PACKING: Not applicable

17. GOVERNMENT PURCHASE CARDS: RightStar accepts Government purchase cards at any threshold above the micro-purchase level.

18. TERMS AND CONDITIONS applicable to Software Maintenance (SIN 54151): See page 4

19. TERMS AND CONDITIONS applicable to installation and IT Professional Services (SIN 54151S): see

20. TERMS AND CONDITIONS applicable to repair parts: not applicable

21. LIST OF SERVICE AND DISTRIBUTION POINTS: not applicable

22. LIST OF PARTICIPATING DEALERS: not applicable

23. PREVENTIVE MAINTENANCE: not applicable

24a SPECIAL ATTRIBUTES

24b SECTION 508

If applicable, Section 508 compliance information can be found at: www.Section508.gov/.

25. DUNS number: 135910698

26. UEI number: DFVJNBYNM8U1

26. RIGHTSTAR has registered with the Central Contractor Registration Database (SAM.gov)

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 4

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE

LICENSES (SPECIAL ITEM NUMBER 511210), AND

MAINTENANCE (SPECIAL ITEM NUMBER 54151) OF GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

SOFTWARE

1. INSPECTION/ACCEPTANCE

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

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

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

3. GUARANTEE/WARRANTY

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

For Nlyte and RightStar ScanStar software, the following warranty applies:

For a period of ninety (90) days after Delivery (the "Software Warranty Period"), Licensor warrants that the Licensed Software, when Used as permitted under this Agreement, will operate substantially as described in the Documentation. Licensor does not warrant the Licensee's Use of the Licensed Software will be error-free or uninterrupted. Licensor will, at its own expense and as its sole obligation and Licensee's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Licensed Software reported to Licensor by Licensee in writing during the Software Warranty Period or, if Licensor determines that the Licensed Software will not be able to perform as described in the documentation after receiving written notice of such non-performance from Licensee during the Software Warranty Period, Licensor will refund to Licensee all License Fees actually paid to Licensor in respect of the Licensed Software.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2)

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the

Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

4. TECHNICAL SERVICES

Technical support services are not included in the purchase price of the software. Technical support services are available under Special Item Number 54151 at the option of the ordering activity. To access RightStar’s 24x7 customer support center please call 1-866-731-1921.

5. SOFTWARE MAINTENANCE

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 5

Software Maintenance is available through the Contractor for an additional fee on an annual basis.

Software Maintenance as a Product (SIN 554151) is defined as follows.

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc.

of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase. Invoices for maintenance service shall be paid in advance unless otherwise agreed to by the Contractor and the ordering activity.

6. PERIODS OF MAINTENANCE (54151)

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

b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or 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 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.

7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

Not Applicable

8. TERM LICENSE CESSATION

Not Applicable

9. UTILIZATION LIMITATIONS - (SIN 511210, AND SIN 54151)

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

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

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

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 6 activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime 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.

10. SOFTWARE CONVERSIONS - (511210)

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

11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

Product descriptions are found on RightStar’s web site, www.rightstar.com., under Products.

12. RIGHT-TO-COPY PRICING

Right-to-copy license pricing is not available under the scope of this contract. Right to copy is limited solely for the purpose of system backup unless otherwise so indicated.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 7

TERMS AND CONDITIONS APPLICABLE TO INFORMATION

TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM

NUMBER 54151S)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151S Information

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

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

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 office.

b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering office.

c. The Agency 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.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 8

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

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 9

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.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

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

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed Government contract, without some restriction on 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 Government, ordering offices 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 office 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 (OCT 2008) (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 (OCT 2008) (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;

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 10

(2) Subcontractors; and/or

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

13. RESUMES

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 agency 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

See RightStar’s Professional Services Pricelist (Attachment B).

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 11

USA COMMITMENT TO PROMOTE SMALL BUSINESS

PARTICIPATION PROCUREMENT PROGRAMS

PREAMBLE

RightStar Inc., 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.

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 businesses 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 Federal Government contracts. To accelerate potential opportunities please contact Richard A. Stark, 703-242-7200, dick.stark@rightstar.com, 703-242-7599 (fax).

This space left intentionally blank.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 12

SAMPLE BEST VALUE BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (Agency) 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 Government that works better and costs less.

Signatures

Agency Date Contractor

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 13

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 Agency):

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

MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION DELIVERY SCHEDULES / DATES

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

(4) This BPA does not obligate any funds.

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

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

OFFICE POINT OF CONTACT

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

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

(a) Name of Contractor;

(b) Contract Number;

(c) BPA Number;

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

(e) Purchase Order Number;

(f) Date of Purchase;

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 14

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

(h) Date of Shipment.

(9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract.

Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

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

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 15

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM

ARRANGEMENTS”

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

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

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

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

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

Here is a general outline on how it works:

The customer identifies their requirements.

Federal Supply Schedule Contractors may individually meet the customers needs, or -

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

Customers make a best value selection.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 16

Attachment B: RightStar Professional Services Pricelist

IT Labor Category GSA Rates with IFF

Senior Program Manager

$201.51/hr

Senior Systems Consultant

$201.51/hr

Systems Consultant II

$181.36/hr

Developer $181.36/hr

Systems Consultant I

$151.13/hr

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.

Commercial Job Title: Senior Systems Consultant

Minimum/General Experience: Seven or more year’s design or IT Service Management experience with an excellent working knowledge of new tools and languages in cloud-based Inc. and network and database applications. Knowledge of Oracle and SQL databases and network operating Inc. Experience with Visual

Basic, HTML, ISS, Java, and SOAP, plus final testing and documentation experience. Excellent analytical, interpersonal, and oral, and written communications skills. Appropriate certifications. Previous Inc.

programming, customer support or IT Service Management consulting experience required with demonstrated ability to make presentations to executive level management for approval of complex technical solutions required.

Functional Responsibility: Provides expertise and support on new and advanced IT Service Management technologies such as Remedy to meet company's technical and business goals. Provide the highest level of customer service consistently. Research and support new IT Service Management Inc. and processes.

Identify, analyze and resolve complex database and cloud-based Inc. problems. Design, configure and implement client-server Inc., high-end network and cloud-based Inc. services including Web Services.

Ensure smooth installation and documentation of new software and applications in company tests and at client test sites. Advise management on changing IT Service Management Inc. and related software technologies and their impact effectively in a timely manner. Track problems and advise management of more serious problems and of trends in problems. Assist in training and provide technical advice to less senior technical design engineers. Assist in new business development by delivering network presentations for sales, for customers and at professional seminars and by responding to RFPs or proposals. Moderate travel.

Minimum Education: Bachelor’s Degree in IT related field required. ITIL Foundation certification or higher required. BMC certification required.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 17

Commercial Job Title: Senior Program Manager

Minimum/General Experience: Seven or more year’s program management experience with excellent working knowledge of ITIL processes, IT Service Management and related applications. Senior Program

Managers are the lynchpin in the day-to-day management of client projects and are responsible for delivery of on-brief, on-time, and on-budget projects from kick-off to completion. Appropriate certifications required. Previous project management and quality assurance experience required with demonstrated ability to make presentations to executive level management for approval of complex technical solutions required. Contract negotiation experience preferred.

Functional Responsibility: Requires working knowledge of IT Service Management and ITIL processes to meet company's technical and business goals. Provide the highest level of customer service consistently.

Research and understand IT Service Management systems. and processes. Delegate work flow and human resources from start to finish of project. Bridge between Sales, Consultants, Developers, and clients communicating well with both technical and non-technical personnel. Handle multiple projects while showing strong knowledge and understanding of current project management methodologies. Assist in new business development by delivering network presentations for sales, for customers, and at professional seminars and by responding to RFPs or proposals. Moderate travel.

Minimum Education: Bachelor’s Degree in IT related field or Bachelor’s degree in non-IT related field if over 10 year experience in Project Management. PMP (required) and ITIL Expert (desired).

Commercial Job Title: Systems Consultant II

Minimum/General Experience: Five or more year’s Inc. design and integration experience in IT Service

Management or related system projects including at least four years in database, cloud, and network applications.

Project plans development, equipment installation and configuration, programming in a high level programming language, final testing, and documentation experience required. Experience with Visual Basic, HTML, ISS, Java, and SOAP, plus final testing and documentation experience. Very good interpersonal, communications, analytical and organizational skills. Demonstrated ability to make presentations to executive level management for approval of complex technical solutions required.

Functional Responsibility: Consults, design, implements, and trains IT Service management and related systems.

Provide the highest level of customer service consistently. Develops and maintains excellent customer relationships. Identifies customer needs and designs expert-based Inc. to meet specific customer requirements.

Develops ITSM incident, change, configuration, and problem resolution Inc., complex technical interfaces, and associated databases. Defines critical project elements within system design and programming efforts including timelines and recommended team composition. Prepares required reports and documentation. Provides quality assurance through contact with current customers and evaluates customer satisfaction contracts. Recommends quality improvements to ensure superior quality, high value solutions are delivered. Researches, evaluates, and recommends emerging technologies to improve RightStar services. Provides technical information for development of contract proposals. Identifies and helps develop potential business opportunities within existing accounts.

Develops and maintains knowledge of emerging technologies and Inc. Plans, develops and delivers internal training and helps identify RightStar training needs. Trains and advises less senior technical staff. Travel required.

Minimum Education: Bachelor’s Degree in IT related field required. ITIL Foundation certification or higher required. BMC certification required.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 18

Commercial Job Title: Developer

Minimum/General Experience: Five or more years of development experience in large, diversified ITSM or related system projects including at least four years in four years in database, cloud, and network applications.

development, equipment installation and configuration, programming in a high-level programming language, final testing, and documentation experience required. Knowledge of Visual Basic, HTML, ISS, Java, Web Services, and

SOAP. Very good interpersonal, communications, analytical and organizational skills. Demonstrated ability to make presentations to executive level management for approval of complex technical solutions required.

Functional Responsibility: Provides, designs and programs ITSM and related systems. Provide the highest level of customer service consistently. Develops and maintains excellent customer relationships. Identifies customer needs and designs expert-based Inc. to meet specific customer requirements. Develops ITSM incident, change, configuration, knowledge, and problem resolution Inc., complex technical interfaces, and associated databases.

Defines critical project elements within system design and programming efforts including timelines and recommended team composition. Prepares required reports and documentation. Provides quality assurance through contact with current customers and evaluates customer satisfaction contracts. Recommends quality improvements to ensure superior quality, high value solutions are delivered. Researches, evaluates, and recommends emerging technologies to improve RightStar services. Provides technical information for development of contract proposals.

Identifies and helps develop potential business opportunities within existing accounts. Develops and maintains knowledge of emerging technologies and Inc. Plans, develops and delivers internal training and helps identify

RightStar training needs. Trains and advises less senior technical staff. Moderate travel.

Minimum Education: Bachelor’s Degree in IT related field required. ITIL Foundation certification or higher required. BMC certification required.

Commercial Job Title: Systems Consultant I

Minimum/General Experience: Three or more year’s design and integration experience in large, diversified network or related system projects including at least four years in client/server technologies. Project plans development, equipment installation and configuration, programming in a high level programming language, final testing, and documentation experience required. Knowledge of Oracle and SQL databases and network operating

Inc. Experience with Visual Basic, HTML, ISS, and SOAP. Very good interpersonal, communications, analytical and organizational skills. Demonstrated ability to make presentations to executive level management for approval of complex technical solutions required.

Functional Responsibility: Provides, designs and programs expert-based systems.

Provide the highest level of customer service consistently. Develops and maintains excellent customer relationships. Identifies customer needs and designs expert-based Inc. to meet specific customer requirements.

Consults, design, and implements ITSM incident, change, configuration, knowledge, and problem resolution Inc., integrations, and associated databases. Defines critical project elements within system design and programming efforts including timelines and recommended team composition. Prepares required reports and documentation.

Provides quality assurance through contact with current customers and evaluates customer satisfaction contracts.

Recommends quality improvements to ensure superior quality, high value solutions are delivered. Researches, evaluates, and recommends emerging technologies to improve RightStar services. Provides technical information for development of contract proposals. Identifies and helps develop potential business opportunities within existing accounts. Develops and maintains knowledge of emerging technologies and Inc. Plans, develops and delivers internal training and helps identify RightStar training needs. Trains and advises less senior technical staff.

Moderate travel.

Minimum Education: Bachelor’s Degree in IT related field required. ITIL Foundation certification or higher required. BMC certification preferred.

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 19

Attachment C: RightStar Software Products Pricelist

Special Item No. 511210, Software License

ScanStar Remedy ITSM

Product Description SKU

Price

Scanner License – Annual

Subscription based on Number of Assets to be tracked, minimum 2,500. Sold in packs of 500

Price includes support and maintenance contract, and up to 4 hours of implementation assistance with training.

RSSSRITSM-1

RSSSRITSM-2

RSSSRITSM-3

Tracked Assets GSA Price per Asset

Per Year 2,500 – 10,000 $1.54

10,001 – 50,000 $1.03

50,000+ $0.86

ScanStar Remedyforce of Assets to be tracked, minimum 2,500. Sold in packs of 500

Price includes support and maintenance contract, and up to

RSSSSCNRF-1

RSSSSCNRF-2

RSSSSCNRF-3

Per year

2,500 – 10,000 $1.54

ScanStar FootPrints of Assets to be tracked, minimum 2,500. Sold in packs of 500

Price includes support and maintenance contract, and up to

RSSSSCNFP-1

RSSSSCNFP-2

RSSSSCNFP-3

Per Year

2,500 – 10,000 $1.54

RightStar, Inc. � 1801 Alexander Bell Drive, Ste 550, Reston, VA 20191 20

Special Item No. 511210, Perpetual Software License

Special Item No. 54151, Maintenance of General Purpose IT Commercial Software

Nlyte Software

SKU Product Description GSA Price

NLYTE-ENTERPRISE Nlyte Enterprise Edition per rack $719.36 NLYTE-BMC-REMEDY Nlyte Connector to BMC Remedy per rack $137.03 NLYTE-BMC-ATRIUM Nlyte Connector to BMC Atrium per rack $137.03 NLYTE-BMC-ADDM Nlyte Connector to BMC ADDM per rack $137.03 NLYTE-HP-CHANGE Nlyte HP Service Manager Connector per rack $137.03 NLYTE-HP-UCMDB HP uCMDB Connector per rack $137.03 NLYTE-VMWARE Vmware vCenter Connector per rack $137.03 NLYTE-RFCODE-ASSET Nlyte Connector for RFCode Asset Manager per rack $137.03 NLYTE-SPL Schneider PowerLogic Connector per rack $68.51 NLYTE-NTBTZ Schneider NetBotz Connector per rack $68.51 NLYTE-EMRSS Emerson SiteScan Connector per rack $68.51 NLYTE-FLATFILE Flatfile Metrics & Event Import per rack $68.51 NLYTE-UNITE Unite/Panduit Technology sensors per rack $68.51 NLYTE-SN-CHANGE Nlyte Connector to ServiceNow Change Mgmt per rack $137.03 NLYTE-SN-CMDB Nlyte Connector to ServiceNow CMDB per rack $137.03 NEO-CORE Nlyte Energy Optimizer per monitored points $41.11 NLYTE-DCOI Nlyte DCOI Dashboard per rack $137.03 NLYTE-DCOI-ANALYTICS DCOI Analytics Module per rack $137.03 NLYTE-COMMAND Command Center per monitored points $10.20 NLYTE-CISCO-EWISE Cisco EnergyWise connector per rack $137.03 NLYTE-CITRIX-XEN Citrix XenServer virtualization connector per rack $137.03 NLYTE-CA-CHANGE CA Service Desk Manager per rack $137.03 NLYTE-CA-CMDB CA Configuration Management Database per rack $137.03 NLYTE-DELL-OM Dell OpenManage Connector per rack $137.03 NLYTE-HP-ONE-VIEW HP One View per rack $137.03 NLYTE-HP-CHANGE-SAW HP Service Anywhere per rack $137.03 NLYTE-HYPERION Hyperion Asset Manager per rack $137.03 NLYTE-MICROSOFT-HV Microsoft Hyper-V virtualization connector per rack $137.03 NLYTE-ASSETEXP Nlyte Asset Explorer per asset $24.66 NLYTE-NSUM Nlyte Server Utilization Monitoring (N-SUM) per server $17.13 NLYTE-ORACLE-VMS-X86 Oracle VM Server for x86 virtualization connector per rack $137.03

NLYTE-PLATINUM Platinum edition (for Nlyte system) per rack $1,061.91

NLYTE-BMC-REMEDYFORCE-

CMDB

BMC RemedyForce CMDB per…