MAS - Unison Virtual Acquisition Office LLC - GS35F131GA

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

GS-35F-131GA

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

MULTIPLE AWARD SCHEDULE

Unison Virtual Acquisition Office, LLC

8444 Westpark Dr., Suite 920 McLean, VA 22102

(571) 449-4000

Facsimile: 703.481.3442 www.gotovao.com

SIN 511210 – SOFTWARE LICENSES

SIN 54151S – INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

SIN 54151ECOM – ELECTRONIC COMMERCE (EC) AND SUBSCRIPTION SERVICES

Contract Number: GS-35F-131GA

Period Covered by Contract: December 15, 2021 through December 14, 2026

Terms & Conditions current through Modification #PS-0062 dated January 13, 2026

McLean, VA 22102 Contract@unisonglobal.com

TEL: 571-390-8830

Products and ordering information in this Authorized FSS Information Technology Schedule Terms & Conditions File are available on the GSA Advantage! System. Ordering Activities can browse GSA Advantage! by accessing GSA’s Home Page via Internet at www.gsa.gov

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

CUSTOMER INFORMATION

1. Awarded Special Item Numbers (SIN)

a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

SIN 511210 – Software Licenses SIN 54151S – Information Technology (IT) Professional Services SIN 54151ECOM – Electronic Commerce (EC) and Subscription Services

b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one. Exclusive of any quantity dollar volume, prompt payment or any other concession affecting the price. Those contracts that have unit prices based on the geographic location of the customer should show the range of the lowest price and cite the areas to which the prices apply.

SIN 511210 VAO COR Toolkit Up to 25 PWs: $29,835.95 SIN 54151S Program Support Specialist: $70.78 SIN 54151ECOM Unison Marketplace: N/A

c. A description of all corresponding job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item.

2. Maximum Order

SIN 511210 – Software Licenses $500,000.00 SIN 54151S – Information Technology (IT) Professional Services $500,000.00 SIN 54151ECOM – Electronic Commerce (EC) and Subscription Services N/A

3. Minimum order

SIN 511210 – Software Licenses $100.00 SIN 54151S – Information Technology (IT) Professional Services $100.00 SIN 54151ECOM – Electronic Commerce (EC) and Subscription Services N/A

4. Geographic Coverage (delivery area)

Worldwide

5. Point(s) of Production

6. Discount from List prices

See GSA awarded pricing.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

7. Quantity Discounts

None

8. Prompt Payment Terms

Net 30 days

9. Government Purchase Card

Government purchase card is accepted for purchases at or below $10,000.00.

10. Foreign Items

None

11. Delivery

a. Time of delivery

As negotiated between the Ordering Activity and the Contractor

b. Expedited delivery

c. Urgent requirement.

12. F.O.B. Point(s)

FOB Destination

13. Ordering

a. Address

Contract@unisonglobal.com

b. Procedures

For supplies and services, the ordering procedures, and information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition regulation (FAR) 8.405-3.

14. Payment Address accountspayable@unisonglobal.com

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

15. Warranty provision

See page #6, Section 2.

16. Export Packing Charges

Not applicable

17. Terms and conditions of Government purchase acceptance (any thresholds above the micro-purchase level)

See Sections 2. and 3. above

18. Terms and conditions of rental, maintenance, and repair

19. Terms and conditions of installation

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list price

20. Terms and conditions for any other services

21. List of service distributions points (if applicable)

22. List of participating dealers (if applicable)

23. Preventative maintenance (if applicable)

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants)

24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov

25. Unique Entity Identifier number

NND1JNX2JBJ1

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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

Active in SAM

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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. 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.

Unison Virtual Acquisition Office, LLC represents and warrants that it has the right to grant the license and that Subscriber’s use of VAO in accordance with the terms of this Agreement will not infringe the intellectual property rights of any third party.

Unison represents and warrants that it will use commercially reasonable efforts to operate and maintain the VAO databases and the server on which VAO resides to provide availability of VAO during business hours, subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of data and downtime related to equipment or services outside of control of the Licensor.

Unison shall use commercially reasonable efforts to scan for known viruses, unauthorized code, and disabling mechanisms (“viruses”) in VAO as it resides on the Unison server but does not guarantee that VAO will be free of all such viruses.

VAO and information contained therein (“information”) provided by Unison include original works of Unison as well as information obtained by Unison from third parties and aggregated by Unison. Unison believes the sources of the information to be reliable, but it makes no warranties regarding accuracy, reliability, completeness, contemporaneousness, or otherwise.

Further, access to the VAO relies on the performance of subscriber’s system and telecommunications providers outside the control of Unison.

Unison makes no warranty that: (a) VAO will meet subscriber’s requirements; or (b) the results that may be obtained from the use of the information or VAO will be accurate or reliable. Except as set forth in this section, Unison disclaims all representations and warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy. Unison is not responsible for any decision made or action taken by subscriber in reliance on the information provided through VAO.

VAO is sold on an annual term basis, and the annual term price includes access to the service purchased and maintenance of the VAO databases and server on which VAO resides. To the extent that new features are added to VAO during the term of the order, the term fee paid by the subscriber will not cover access to or the maintenance of those new features not included in the term order.

Unison represents and warrants that it will use commercially reasonable efforts to operate and maintain the VAO databases and the server on which VAO resides to provide availability of VAO during business hours, subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of data, and downtime related to equipment or services outside of control of the Licensor.

Limitation of liability: In no event shall Unison be liable for any direct, indirect, incidental, special or consequential damages, whether in contract, tort or otherwise, arising from subscriber’s access to VAO or use of VAO. Unison’s maximum liability under this agreement shall be limited to a refund of any amounts paid by subscriber for VAO during the one-month period prior to the date the claim.

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 1-844-826-2576 and email VAOCustomerCare@gotovao.com for the purpose of providing user assistance. The technical support is available from Monday through Friday (excluding federal holidays) from 8:30AM EST to 5:00PM EST.

TERMS AND CONDITIONS APPLICABLE TO

TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210),

OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

All normal maintenance necessary to ensure continuing operational status.

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 (511210)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lesser 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 term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or 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 term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (511210)

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

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

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

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

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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 - (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.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

9. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses. This is not available in accordance with the End User License Agreement.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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

a. When using a performance-based statement of work, performance incentives may be agreed upon between the Contractor and the ordering office on individual fixed price orders or Blanket Purchase Agreements, for fixed price tasks, under this contract in accordance with this clause.

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

c. To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency’s mission and incentives are likely to motivate the contractor.

Incentives shall be based on objectively measurable tasks.

d. The above procedures do not apply to Time and Material or Labor Hour orders.

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 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.

TERMS AND CONDITIONS APPLICABLE TO INFORMATION

TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM

NUMBER 54151S)

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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, clauses 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) 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 (May 2014) 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/EC Services.

9. INDEPENDENT CONTRACTOR: All IT/EC 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.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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.

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/EC 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 52.232-7 (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 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 SERVICES, LABOR CATEGORY DESCRIPTIONS AND PRICING:

See description of offer at the end of the IT Schedule Terms & Conditions and GSA Advantage! for pricing.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 54151ECOM Electronic Commerce (EC) and Subscription Services apply exclusively to EC Services within the scope of this Information Technology Schedule.

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 the 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. 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 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.

c. Any Contractor travel required in the performance of EC 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.

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-

TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE

(EC) AND SUBSCRIPTION SERVICES (SIN 54151ECOM)

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

(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 552.212-4 CONTRACT TERMS AND CONDITIONS–COMMERCIAL ITEMS (JAN 2017) (DEVIATION – FEB 2007)(DEVIATION - FEB 2018) for Firm-Fixed Price orders; or GSAR 552.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION - FEB 2007) for Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data

– General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

9. INDEPENDENT CONTRACTOR

All EC 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, Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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 EC Services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted.

Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and- Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:

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

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

(1) The offeror;

(2) Subcontractors; and/or

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

13. RESUMES

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

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AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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

15. APPROVAL OF SUBCONTRACTS

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

16. DESCRIPTION OF ELECTRONIC COMMERCE (EC) AND SUBSCRIPTION SERVICES AND PRICING

a. The Contractor shall provide a description of each type of EC Service offered under Special Item Numbers

54151ECOM E-Commerce. Services and rates should be presented in the same manner as the Contractor sells to its commercial customers and other ordering activity customers. Please submit a description of all corresponding commercial EC Services to be provided.

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

Brief Description of Item

Unison Marketplace electronic commerce services, which includes online reverse auction or Reverse eAuction services provides buyers with a complete, online, dynamic procurement process. The Unison Marketplace® Reverse eAuction service is a commercially available online procurement service that allows sellers of commercial items to the government to compete against each other on the Internet in real time and in an open and interactive environment that safeguards each seller’s identity and pricing. Through this service, the Contractor provides users with access to the online community of buyers and sellers located at www.UnisonMarketplace.com and provides buyers with associated onsite and remote support services required to facilitate dynamic competitive acquisition. The Contractor’s Reverse eAuction service operates by enabling buyers to publicize, or post, specifications for commercial items required by an agency and then to notify potential sellers of the opportunity. Once notified, sellers are able to submit bids through the Contractor’s Reverse eAuction system. Throughout this process, the Contractor maintains the confidentiality of competing seller identities and pricing data, promoting active, real-time competition among sellers by informing bidders only whether they are in the LEAD or LAG position. The LEAD/LAG notifications, while protecting process integrity, are sufficient to encourage significant competition among sellers, which are able to re-bid at any time during the Reverse eAuction process in order to obtain the LEAD position. Buyers may select any of the participating sellers in accordance with the terms of the Reverse eAuction and the buyer’s acquisition regulations. Once the buyer selects a seller, the Contractor notifies both the selected seller and the other unselected sellers of the decision. If a selected seller’s post-award performance is less than satisfactory, buyers may also submit through the Contractor’s Reverse eAuction system Seller Notes, which may be viewed by other buyers.

Negotiated Unit Price (NET PRICE) for the Product or Service

Once the buyer: i) determines that the results of the Unison Marketplace® Reverse eAuction have met the competition, savings and other buyer generated criteria for the procurement and ii) selects a winning seller from those results, the buyer issues an order to the selected seller for delivery of the commercial items. When the buyer receives the procured items, it pays to the selected seller the total bid amount. Contractor then collects from the selected seller the transactional fee, which consists of not more than three point nine-three (3.93) percent of the transaction. The buyer reserves the right to pay the transactional fee directly to Unison Marketplace.

Unison Marketplace will adjust its fee downward to address situations in which the buyer has met its competition and other procurement goals through Unison Marketplace but the fee has caused the selected seller’s bid to exceed a target price based on an actual market research quote or official published contract price. In such cases, Unison Marketplace will attempt to contact the buyer through the buyer’s preferred form of communication (email, telephone, or both) to confirm that the target price was based on an actual market research quote or official published contract price. Upon receipt of such confirmation from the buyer, Unison Marketplace will reduce or remove its fee so that the awarded price will not exceed the target price. In situations where the buyer awards above the target price, the target price will be void and Unison Marketplace reserves the right to collect their full fee.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

Discounts:

Dollar Volume Discount: Discounts: For all Unison Marketplace buys with a selected bid amount, exclusive of the Unison Marketplace fee, of more than $461,832.06, the maximum transactional fee will be 3.93% for the first $461,832.06 and 0% for any amount over $461,832.06.

Schedule Price Discount: Upon notification from a seller that the inclusion of the Unison Marketplace fee has caused the seller’s bid to exceed that seller’s GSA schedule contract price, Unison Marketplace will reduce or remove its fee so that the seller’s bid will not exceed the seller’s schedule price.

Institutions: Shall receive the same discounts, terms and conditions as all other Government customers.

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

PREAMBLE

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

COMMITMENT

To actively seek and partner with small businesses.

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

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

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

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

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

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

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact

Reid Jackson, President and CEO

TEL: 703-481-3699

FAX: 703-481-3442

Reid.Jackson@unisonglobal.com

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

SUGGESTED Blanket Purchase Agreement (BPA) format in the proposed FSS IT Schedule Pricelist.

BEST VALUE

BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

(Insert Customer Name)

In the spirit of the Federal Acquisition Streamlining Act (Ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) .

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

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

Signatures

ORDERING ACTIVITY DATE CONTRACTOR DATE

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

BPA NUMBER

(CUSTOMER NAME) BLANKET PURCHASE AGREEMENT

Pursuant to GSA Federal Supply Schedule Contract Number(s) , Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (Ordering Activity):

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

MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION DELIVERY SCHEDULE/DATES

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

(4) This BPA does not obligate any funds.

(5) This BPA 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;

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AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

(f) Date of Purchase;

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

(h) Date of Shipment.

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

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

Unison Virtual Acquisition Office, LLC | GSA Schedule GS-35F-131GA | Through Modification PS-0062 | 571-390-8830 | www.gotovao.com

AUTHORIZED FEDERAL SUPPLY SERVICE TERMS & CONDITIONS

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 an ordering activity requirements.

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

Orders under a Team…