Federal Supply Schedule GS35F0800M

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICELIST

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.

WORLDWIDE FEDERAL SUPPLY SCHEDULE CONTRACT

SCHEDULE TITLE: GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGYEQUIPMENT, SOFTWARE, AND SERVICES

FSC GROUP: 70

Contract Number: GS-35F-0800M Period Covered by Contract:

September 20, 2002 – September 19, 2017

Trivantis Corporation 311 Elm Street, Suite 200

Cincinnati, OH 45202 Phone: 513-929-0188

Fax: 513-929-0770 www.Trivantis.com

General Services Administration Federal Acquisition Service

Pricelist current through Modification #PO-0034, dated 4/10/2017

Business Size: Small Business

DUNS: 09-602-9298

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

http://gsaadvantage.gov/ http://www.trivantis.com/ http://fss.gsa.gov/

TABLE OF CONTENTS

GSA AWARDED TERMS AND CONDITIONS APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), 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)

TRIVANTIS CORPORATION’S INFORMATION TECHNOLOGY TRAINING COURSE DESCRIPTIONS

TRIVANTIS CORPORATION’S INFORMATION TECHNOLOGY LABOR CATEGORY DESCRIPTIONS

TRIVANTIS CORPORATION’S GSA PRICING

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(P) 513.929.0188

GSA AWARDED TERMS AND CONDITIONS

1a. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINs)

SIN 132-32 - TERM SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Large Scale Computers - Application Software Microcomputers - Application Software

SIN 132-33 - PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Large Scale Computers - Application Software Microcomputers - Application Software

SIN 132-34 - MAINTENANCE OF SOFTWARE

SIN 132-50 - TRAINING COURSES FOR INFORMATION TECHNOLOGY EQUIPMENT AND

SOFTWARE

SIN 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified

Trivantis Corporation participates under the cooperative purchasing program. The following SINs are available to state and local governments: 132-32, 132-33, 132-34, 132-50 & 132-51

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

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

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

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: See attached GSA

Pricelist

1c. HOURLY RATES: See attached GSA pricelist

2. MAXIMUM ORDER*:

SIN 132-32: $500,000

SIN 132-33: $500,000

SIN 132-34: $500,000

SIN 132-50: $25,000

SIN 132-51: $500,000

*If the “best value” selection places your order over this Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for this requirement; (2) offer the lowest price available under this contract; or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the Schedule contract in accordance with FAR 8.404

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3. MIMINUM ORDER: $100

4. GEOGRAPHIC COVERAGE: Domestic delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

5. POINT(S) OF PRODUCTION: US

6. DISCOUNT FROM LIST PRICES: Refer to attached Pricelist

7. QUANTITY DISCOUNT(S): Software Only:

GSA Software Volume Discount Schedule:

$100 - $25,000 10% Discount $25,001 - $50,000 15% Discount $50,001 - $100,000 20% Discount $100,001 - $150,000 25% Discount Greater than $150,000 30% Discount

8. PROMPT PAYMENT TERMS: 1% - 29 Days from receipt of invoice or date of acceptance, whichever is later.

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

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

10. FOREIGN ITEMS: N/A

11a. TIME OF DELIVERY:

SINs 132-32 and 132-33: 3 Days ARO SINs 132-34, 132-50 and 132-51: To be negotiated at the task order level

11b. EXPEDITED DELIVERY: To be negotiated at the task order level

11c. OVERNIGHT AND 2-DAY DELIVERY: To be negotiated at the task order level

11d. URGENT REQUIREMENTS: To be negotiated at the task order level

12. FOB POINT: Destination

13a. ORDERING ADDRESS:

Thomas Elmer, VP Government Sales

311 Elm Street, Suite 200 Cincinnati, OH 45202 Phone: 513-929-0188 ext. 122 Fax: 513-929-077 tom.elmer@trivantis.com

13b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on

Blanket Purchase Agreements (BPA’s) are found in FAR 8.405-3

14. PAYMENT ADDRESS:

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Christopher Hord, VP Finance & Administration

Cincinnati, OH 45202 Phone: 513-929-0188 ext. 144 or Fax: 513-929-0770 chris.hord@trivantis.com

15. WARRANTY PROVISION: Standard Commercial

16. EXPORT PACKING CHARGES: N/A

17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE:

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.

18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (if applicable).

N/A

19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE

LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A

20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE):

Technical Assistance:

Thomas Elmer, VP Government Sales 311 Elm Street, Suite 200 Cincinnati, OH 45202 Phone: 513-929-0188 ext. 122 or Fax: 513-929-0770 tom.elmer@trivantis.com

21. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE):

Cincinnati, OH 45202 Phone: 513-929-0188 ext. 122 Fax: 513-929-077

22. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A

23. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A

24a. SPECIAL ATTRIBUITES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content, energy efficiency, and/or reduced pollutants): N/A

24b. Section 508 Compliance for EIT: As applicable

25. DUNS NUMBER: 09-602-9298

26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD

MANAGEMENT (SAM) DATABASE: Active

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TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL

ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER

132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) 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 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.

WARRANTY:

The program is warranted to operate on a Microsoft Windows 95, 98, NT, 2000, or XP platform with a minimum MOC Level 2 capability, and within any browser that supports HTML 4.0.

LIMITATIONS OF WARRANTIES

LICENSEE ACCEPTS PROGRAM “AS IS” EXCEPT AS SET FORTH IN THIS AGREEMENT,

LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND CONDICTIONS, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MECHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR

INCIDENTAL, CONSEQUENTIAL, CONTIGENT, EXEMPLARY OR SPECIAL DAMAGES

INCLUDING LOST PROFITS, LOSS OF INFORMATION, LOSS OF GOODWILL, BUSINESS

INTERUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER

IN CONTACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE).

Licensor accepts no responsibility for the operation or performance of the Program. Good data processing procedure dictates that any computer program be throughly tested with non-critical data before relying on it. The entire risk of use and consequences of use of the Program is completely on the Licensee and Licensor shall not be liable in any respect for any claims, loss or injury alleged to have resulted from use of or in reliance on Program. In this respect, Licensee shall completely indemnify and defend Licensor for any such claim, loss or injury.

Licensee acknowledges that it has read the foregoing disclaimers of warranty and limitation of liability and understands that Licensee assumes the entire risk of use of the Program”

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

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

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 513-852-6700 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8:00 AM to 8:00 PM Eastern Time.

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4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Support is available via e-mail to answer support questions at support@trivantis.com. Contractor provides hot line support for resolution of software application issues applicable to the actual product if purchased as part of the annual support fee. Contractor shall make available service packs for the Program via the Internet during the term of the license agreement. Contractor shall make available for purchase new releases of the Program on an annual basis. Contractor shall provide additional support and services for the established annual support fees.

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 TERM LICENSES (132-32) AND 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. 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 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 - (132-32, 132-33, AND 132-34)

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

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

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

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

For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

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(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.

7. SOFTWARE CONVERSIONS - (132-33)

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 (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

9. RIGHT-TO-COPY PRICING

Contractor does not offer this option on a commercial basis and therefore cannot offer it in connection with this Contract.

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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 seventy-two (72) hours 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.

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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 documentation will become the property of the student upon completion of the training class.

b. **If applicable** 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:

(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.

9. “NO CHARGE” TRAINING

The Contractor shall describe any training provided with equipment and/or software provided under this contract, free of charge, in the space provided below.

None

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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 132-51 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 ordering activity location, as agreed to by the Contractor and the ordering activity.

2. PERFORMANCE INCENTIVES

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 in accordance with this clause.

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

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

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

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

4. PERFORMANCE OF SERVICES

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

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

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

d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

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

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

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

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

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

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

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

6. INSPECTION OF SERVICES

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor-Hour (JAN 1986) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour 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 – May 2003) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

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9. INDEPENDENT CONTRACTOR

All IT 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 ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

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

11. INVOICES

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

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003) 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 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003)) applies to labor-hour orders placed under this contract.

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 activity in accordance with the guidelines set forth in the FAR.

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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 SERVICES AND PRICING

a. The Contractor shall provide a description of each type of IT Service offered under Special Item Numbers 132-51. IT Services should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided.

b. Pricing for all IT Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices.

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Lectora Fundamentals Training

DESCRIPTION: The Fundamentals Training class is an instructor-led and hands-on training that provides direction on how to get started and create an HTML-published course from the beginning stages. The objectives include:

becoming familiar with Lectora’s interface and tool bars; importing various media types to a title; using actions to create interactivity within the course; creating a test/assessment and gradable test questions; and publishing to HTML to view the completed course.

LENGTH OF COURSE: 1 working day (9:00 a.m. – 5:00 p.m.)

MANDATORY/DESIRABLE PREREQUISITES: No Prerequisites

LOCATIONS CLASS(ES) OFFERED: At Trivantis Location (Cincinnati, OH or Boca Raton, FL) or at Client Site

MINIMUM/MAXIMUM LEARNERS: At Trivantis Location (1 min/8 max); At Client Site (1 min/10 max)

CLASS SCHEDULE: At Trivantis – Mondays; at Client Site – Call for schedule

COURSE MATERIALS INCLUDED: Training Manual; Introduction to Media Files, and Training Media CD

GSA PRICE PER STUDENT AT TRIVANTIS LOCATION: $493.75

GSA PRICE FOR COURSE AT CLIENT LOCATION: $2,720.40 for up to 10 students

Lectora Intermediate Training

DESCRIPTION: The Intermediate Training class is an instructor-led and hands-on training that has trainees working with pre-existing title which enable them to focus on the understanding, use, and power of Lectora variables. The objectives include: distinguishing between reserved and user-defined variables; Modifying a variable (addition);

creating a string variable; creating conditional statements based from the variable; and displaying test variables within the title.

LENGTH OF COURSE: 1 working day (9:00 a.m. – 5:00 p.m.)

MANDATORY/DESIRABLE PREREQUISITES: Lectora Fundamentals Training course

LOCATIONS CLASS(ES) OFFERED: At Trivantis Location (Cincinnati, OH or Boca Raton, FL) or at Client Site

MINIMUM/MAXIMUM LEARNERS: At Trivantis Location (1 min/8 max) At Client Site (1 min/10 max)

CLASS SCHEDULE: At Trivantis – Tuesdays; at Client Site – Call for schedule

COURSE MATERIALS INCLUDED: Training Manual; Introduction to Media Files, and Training Media CD

GSA PRICE PER STUDENT AT TRIVANTIS LOCATION : $493.75

TRIVANTIS CORPORATION’S TRAINING

COURSE DESCRIPTIONS

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Lectora Workshops Training

DESCRIPTION: The Lectora Workshops Training class is an instructor-led and hands-on training that allows clients to apply their own content to the Lectora Fundamentals and/or Intermediate training class. A Lectora Trainer will perform a custom training program that incorporates specific objects, graphics, audio/video files, and tests that are associated with the clients’ eLearning initiative. This training class is a little less structured than the standard Fundamentals and Intermediate training classes but provides more specific and individual training.

LENGTH OF COURSE: 1 working day (9:00 a.m. – 5:00 p.m.)

MANDATORY/DESIRABLE PREREQUISITES: No Prerequisites

LOCATIONS CLASS(ES) OFFERED: At Trivantis Location (Cincinnati, OH or Boca Raton, FL) or at Client Site

MINIMUM/MAXIMUM LEARNERS: At Trivantis Location (3 min/8 max) At Client Site (1 min/10 max)

CLASS SCHEDULE: Custom Training Course schedule – Call to arrange

COURSE MATERIALS INCLUDED: Training Manual and Introduction to Media Files

Lectora Online Training - Fundamentals

DESCRIPTION: The Online Training course is a self-paced and web-based training course that provides direction on how to get started with Lectora from the beginning stages. The course includes interactive instruction quick tips, and engaging video. There are 5 modules included: getting started with Lectora; how to import objects; using action to create interactivity; how to create tests/assessments and questions; and how to publish a title.

LENGTH OF COURSE: Self-paced (First 5 Modules)

MANDATORY/DESIRABLE PREREQUISITES: No Prerequisites to Online Training

LOCATIONS CLASS(ES) OFFERED: Via Trivantis’ Learning Management System (CourseMill)

MINIMUM/MAXIMUM LEARNERS: No minimum or maximum

CLASS SCHEDULE: Web-based (6 month access to modules/course)

COURSE MATERIALS INCLUDED: None

GSA PRICE PER STUDENT: $448.87

Lectora Online Training - Intermediate

DESCRIPTION: The Intermediate Online Training course is a self-paced and web-based training course that provides direction on how add interactivity with the use of actions, building re-usable components, using variables, creating conditional branching and non-linear navigation, and randomizing test content. The course includes interactive instruction quick tips, and engaging video. There are numerous modules that the end-user/”client” will have acces to for a 6-month period.

LENGTH OF COURSE: Multiple self-paced modules

MANDATORY/DESIRABLE PREREQUISITES: Lectora Online Fundamentals

LOCATIONS CLASS(ES) OFFERED: Via CourseMill - Trivantis’ Learning management System

MINIMUM/MAXIMUM LEARNERS: No minimum or maximum

CLASS SCHEDULE: Web-based (6 month Access)

COURSE MATERIALS INCLUDED: N/A (User Guide built into software)

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GSA PRICE PER STUDENT: $448.84

CourseMill Training

DESCRIPTION: The CourseMill Training class is an instructor-led and hands-on training that covers both the Administrative and Instructor functionality. The objectives include: system overview; database layouts; Log-in procedures; defining organizations/administrators/instructors; running reports; student registration; and general ‘table’ maintenance.

LENGTH OF COURSE: 1 working day (9:00 a.m. – 5:00 p.m.)

MANDATORY/DESIRABLE PREREQUISITES: Basic Knowledge of Lectora, database, servers, and Windows, (including file management)

LOCATIONS CLASS(ES) OFFERED: At Trivantis Location (Cincinnati, OH) or at Client Site

MINIMUM/MAXIMUM LEARNERS: At Trivantis Location (1 min/8 max) At Client Site (1 min/10 max)

CLASS SCHEDULE: Custom Training Course schedule – Call to arrange

COURSE MATERIALS INCLUDED: Training Manuals

Lectora Extreme 1 Training DESCRIPTION: Lectora Extreme 1 training goes above and beyond the conventional uses of actions and conditions.

This course focuses on creating custom functionality suitable for all types of eLearning. In this course, trainees will be provided with a complete title in which additional functionality will be added. This includes:

♦ Creating Pre-tests that, when passed, will substitute for successful completion a course

♦ Providing completion status for chapters throughout a course

♦ Using the various Flask commands to communicate with Flash animations

♦ Adding external HTML objects

♦ Creating custom, gradable questions

♦ Using the audio/video editor to create events allowing for synchronized actions

♦ Bookmarking without the use of a Learning Management System

LENGTH OF COURSE: 1 full day – Class begins at 9:00 am and ends at 4:00 pm

PREREQUISITES: Fundamentals and Intermediate training or have equivalent experience

LOCATION: At Trivantis’ Boca Raton, FL office or at the Client site

MAXIMUM LEARNERS: Computers will be provided for up to 8 trainees at Trivantis Location with two additional spots available for those with laptop computers; Up to 10 trainees can be accommodated at client site

CLASS SCHEDULE: 3rd Monday of each month (unless schedule conflicts with a holiday) or at Client-site dates

TBD.

COURSE MATERIALS INCLUDED: A course manual and a CD that contains the course content given to all trainees

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Lectora Extreme 2 DESCRIPTION: Lectora Extreme2 is an extension of the Extreme 1 training. This course focuses on creating custom functionality suitable for all types of eLearning. In this course, trainees will be provided with a complete title in which additional functionality will be added. This includes:

♦ Creating software simulations

♦ Using actions and random variable values for game creation

♦ Using external HTML objects from custom JavaScript

♦ Debugging a Lectora Title

♦ Using the XML import/export utility to quickly make global changes within a title

LENGTH OF COURSE: 1 full day – Class begins at 9:00 am and ends at 4:00 pm

PREREQUISITES: Extreme 1 training or have equivalent experience

LOCATION: At Trivantis’ Boca Raton, FL office or at the Client site

MAXIMUM LEARNERS: Computers will be provided for up to 8 trainees at Trivantis Location with two additional spots available for those with laptop computers; Up to 10 trainees can be accommodated at client site

CLASS SCHEDULE: 3rd Tuesday of each month (unless schedule conflicts with a holiday) or at Client-site dates

TBD.

COURSE MATERIALS INCLUDED: A course manual and a CD that contains the course content given to all trainees

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Lectora 508 Training DESCRIPTION: How to Develop 508-Compliant Titles using Lectora will take a step by step look at all of the requirements for accessible web content, as outlined in the Section 508 standards, paragraph 1194.22 (a) through (p).

In this course, trainees will learn how to create 508-compliant web content which includes the following:

♦ Using ALT tags efficiently throughout a title

♦ Techniques for adding textual descriptions for non-textual objects

♦ Tabbing order within Lectora

♦ Creating synchronized captioning for audio and video sing the audio/video editors

♦ Creating successful image maps

♦ Creating and properly labeling data tables

♦ Designing accessible forms and using form elements properly

♦ Enabling users to skip repetitive navigation

♦ Adding keyboard functionality to a title

♦ Using JAWS to test page functionality

♦ Using Lectora’s 508 Checker to determine non-compliance

LENGTH OF COURSE: 1 full day – Class begins at 9:00 am and ends at 4:00 pm

PREREQUISITES: Fundamentals and Intermediate training or have equivalent experience

LOCATION: At Trivantis’ Boca Raton, FL office or at the Client site

MAXIMUM LEARNERS: Computers will be provided for up to 8 trainees at Trivantis Location with two additional spots available for those with laptop computers; Up to 10 trainees can be accommodated at client site

CLASS SCHEDULE: Once per quarter (February 14th, May 16th, August 15th, and November 14th) or at Client-site dates TBD.

COURSE MATERIALS INCLUDED: A course manual and a CD that contains the course content given to all trainees

Lectora Synchronis Training – Online Version

DESCRIPTION: The Lectora Online “synchronis” training is made up of three, 3-hour sessions via the web, led by an instructor. Session 1 will teach all the basics of Lectora Online such as the interface, creating the organization of a course, templates and wizards, and developing basic interactivity. Session 2 includes information on how to engage end-users, the use of actions and variables, assessment features, and publishing to multiple platforms. Session 3 covers all of the management and collaborative features and includes scenario-based training in which attendees learn specific “roles” within Lectora Online.

LENGTH OF COURSE: Three, 3-hour sessions

MANDATORY/DESIRABLE PREREQUISITES: No Prerequisites

LOCATIONS CLASS(ES) OFFERED: Via the Web (hosted by Trivantis)

MINIMUM/MAXIMUM LEARNERS: 1 minimum / maximum 10

CLASS SCHEDULE: 1 class per quarter (session 1 – Tuesdays; session 2 – Wednesday; session 3 Thursday)

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GSA PRICE PER STUDENT: $544.08

CourseMill Web-based Training DESCRIPTION: The CourseMill Training class is an instructor-led and hands-on training that covers both the Administrative and Instructor functionality. The objectives include: system overview; database layouts; Log-in procedures; defining organizations/administrators/instructors; running reports; student registration; and general ‘table’ maintenance.

LENGTH OF COURSE: 3 -4 Hours

MANDATORY/DESIRABLE PREREQUISITES: No Prerequisites

LOCATIONS CLASS(ES) OFFERED: Via the Web (hosted by Trivantis)

MINIMUM/MAXIMUM LEARNERS: 1 minimum / maximum 10

CLASS SCHEDULE: Agreeable date and time between Trivantis and “client”

GSA PRICE PER STUDENT: $493.75

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Job Title: Project Manager

Minimum General Experience:

One (1) year of Project Management experience managing simple to complex e-Learning projects fulfilling a wide range of Client requirements and specifications. This position requires competence in all aspects e-leaning production from understanding Client needs as well as the principles of instructional design, graphic design and Flash and Multimedia production.

Functional Responsibility:

A Trivantis Project Manager will deliver an e-learning product that fits the Client’s budget, timeframe, branding and educational requirements. The Project Manager will be responsible for the planning, coordination and controlling of the project from inception to completion, while acting as the Client’s single point of contact throughout the project. (Also contributes to the Quality Assurance process we use to check all aspects of course content and functionality.)

Minimum Education:

Bachelors Degree

Job Title: Instructional Designer

One (1) year of Instructional Design experience transforming raw content into an interactive and engaging e-learning course while fulfilling a wide range of Client requirements and specifications. This position requires competence in applying proven instructional design theory and an ability to understand client needs as well as principles of graphic design and Flash and Multimedia production.

Functional Responsibility:

A Trivantis Instructional Designer will apply instructional learning theory to the organization and design of a Client’s e-learning course. Using systematic methodology and instructional theory, the Instructional Designer is responsible for transforming the Client’s educational objectives into rich learning materials appropriate for online learning. (Also contributes to the Quality Assurance process we use to check all aspects of course content and functionality.)

Bachelors Degree

TRIVANTIS CORPORATION’S

LABOR CATEGORY DESCRIPTIONS

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Job Title: Graphic Designer

Two (2) years of Graphic Design experience with transforming flat storyboards of content into colorful and engaging e-learning courses while fulfilling a wide range of Client requirements and specifications. This position requires competence in developing dynamic Graphic User Interfaces (GUI) as well as all of the graphics, images, photos, text layout and course functionality that brings learning content “alive” and enhances the user’s experience.

Functional Responsibility:

A Trivantis Graphic Designer will work with Project Managers and Instructional Designers to define a Client’s branding requirements while taking the responsible for the overall design, look and feel of the e-learning course. They will design content specific graphics and illustrations to visually demonstrate learning material. Trivantis Graphic Designers also work with images, photos, and text layout of e-learning material, while also checking the courses for proper functionality. The Graphic Designer will also optimize all content and media for web delivery. (Also contributes to the Quality Assurance process we use to check all aspects of course content and functionality.)

Associates Degree

Job Title: Flash Developer

Two (2) years of Flash animation experience with transforming flat storyboards of content into interactive and engaging e-learning exercises that help Client’s achieve their required learning outcomes. This position requires competence in developing animations that bring the content “alive” as well as enhance the user’s experience.

Functional Responsibility:

A Trivantis Flash Animation Developer will develop animations and interactive exercises for e-learning products to emphasize and enhance learning material.