MAS - Tyrula, LLC - GS35F246GA

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES

SPECIAL ITEM NUMBER (SIN) 54151S INFORMATION TECHNOLOGY (IT)

PROFESSIONAL SERVICES

FPDS Code D302: IT and Telecom – Systems Development (Systems Development Services)

FPDS Code D306: IT and Telecom – Systems Analysis (System Analysis Services)

FPDS Code D307: IT and Telecom – IT Strategy and Architecture (Automated Information

Systems Services)

FPDS Code D308: IT and Telecom – Programming (Programming Services)

FPDS Code D311: IT and Telecom – Data Conversion (Data conversion services)

FPDS Code D316: IT and Telecom – Telecommunications Network Management (IT Network

Management Services)

FPDS Code D399: IT and Telecom – Other IT and Telecommunications (Other Information

Technology Services Not Elsewhere classified)

SPECIAL ITEM NUMBER (SIN) 54151HEAL – HEALTH IT SERVICES

FPDS Code D302: IT and Telecom – Systems Development (Systems Development Services)

FPDS Code D306: IT and Telecom – Systems Analysis (System Analysis Services)

FPDS Code D307: IT and Telecom – IT Strategy and Architecture (Automated Information

Systems Services)

FPDS Code D308: IT and Telecom – Programming (Programming Services)

FPDS Code D311: IT and Telecom – Data Conversion (Data conversion services)

FPDS Code D316: IT and Telecom – Telecommunications Network Management (IT Network

Management Services)

FPDS Code D399: IT and Telecom – Other IT and Telecommunications (Other Information

Technology Services Not Elsewhere classified)

SPECIAL ITEM NUMBER (SIN) 511210 – TERM SOFTWARE LICENSE

FPDS Code 7030: Information Technology Software

SPECIAL ITEM NUMBER (SIN) 54151ECOM – ELECTRONIC COMMERCE

FPDS Code 7030: Information Technology Software

Tyrula LLC (Small, 8(a), Economically Disadvantage, Woman and Minority

Owned Business) 1451 Dolley Madison Blvd Suite 330 McLean VA 22101 www.tyrula.com (703) 244-2767

Contract number: GS35F246GA For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov.

Contract Number: GS35F246GA, dated February 16 2017

SIN 54151S: IT Services, 54151HEAL: Healthcare IT Services, 511210: Term Software License www.tyrula.com (703) 244-2767 Page 2 of 47

Contract period: February 16, 2017 through February 15, 2027

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.

http://www.tyrula.com/ www.tyrula.com (703) 244-2767 Page 3 of 47

Table of Contents

Table of Contents

Customer Information

Terms and Conditions Applicable to IT Services (SIN 54151S)

Terms and Conditions Applicable to IT Services (SIN 54151HEAL)

Terms and Conditions Applicable to Term Software Licenses (SIN 511210)

Blanket Purchase Agreement(BPA) in format suggested by GSA

BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE

BLANKET PURCHASE AGREEMENT

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

Labor Category Rates

SPECIAL ITEM NUMBER (SIN) 54151S INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES

SPECIAL ITEM NUMBER (SIN) 54151HEAL – HEALTHCARE IT SERVICES

Labor Category Descriptions

SPECIAL ITEM NUMBER (SIN) 54151S INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES

SPECIAL ITEM NUMBER (SIN) 54151HEAL – HEALTHCARE IT SERVICES

Term Software License

SPECIAL ITEM NUMBER (SIN) 511210 – TERM SOFTWARE LICENSE

Electronic Commerce

SPECIAL ITEM NUMBER (SIN) 54151ECOM – ELECTRONIC COMMERCE

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Customer Information

1a. Table of awarded special item number(s): SIN 54151S, SIN 54151HEAL, SIN 511210

1b. 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 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. Not

Applicable

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided.

*Please see Labor Category Rates section for pricing and section Labor Category Descriptions for labor category descriptions, functional requirements, and minimum experience and education.

2. Maximum order. $500,000

3. Minimum order. $100

4. Geographic coverage (delivery area). Worldwide

5. Point(s) of production (city, county, and State or foreign country). 1451 Dolley Madison Blvd, Suite 330 Mclean VA 22101 U.S.A.

6. Discount from list prices or statement of net price. The prices included herein are net prices

7. Quantity discounts.

• SIN 511210:

o 0.5% for orders above $150,000 and below $500,000 for a one year software license subscription.

o 0.75% for orders above $500,000 for a one year software license subscription.

• SIN 54151S:

o 0.5% on monthly invoices of above $50,000 but below $100,000.

o 0.75% on monthly invoices above $100,000.

• SIN 54151HEAL:

o 0.5% on monthly invoices of above $100,000 but below $300,000.

o 0.75% on monthly invoices above $300,000.

• SIN 54151ECOM

o 0.5% on monthly invoices of above $100,000 but below $300,000.

www.tyrula.com (703) 244-2767 Page 5 of 47 o 0.75% on monthly invoices above $300,000.

8. Prompt payment terms. Discount of 0.15% for payments made on or before Net 10 days

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold. The Government Purchase Card will be accepted at or below the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: (703) 709-5100, (888) 4TYRULA (89-7852)

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold. The Government Purchase Card will be accepted above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: (703) 709-5100, (888) 4TYRULA (89-7852)

10. Foreign items (list items by country of origin). Not Applicable

11a. Time of delivery. 30 days after receipt of order.

11b. Expedited Delivery. Contact Contractor at (703) 709-5100, (888) 4TYRULA (89-7852) if expedited delivery is required.

11c. Overnight and 2-day delivery. Contact Contractor at (703) 709-5100, (888) 4TYRULA (89-

7852)

11d. Urgent Requirements. Contact Contractor at (703) 709-5100, (888) 4TYRULA (89-7852)

12. F.O.B. point(s). Destination

13a. Ordering address.

1451 Dolley Madison Blvd

Suite 330

McLean VA 22101 USA

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

Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address.

1451 Dolley Madison Blvd

Suite 330 www.tyrula.com (703) 244-2767 Page 6 of 47

McLean VA 22101 USA

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

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance: (703) 709-5100, (888) 4TYRULA (89-7852)

15. Warranty provision. 30 days warranty.

16. Export packing charges, if applicable. Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level). Not Applicable

18. Terms and conditions of rental, maintenance, and repair (if applicable). Not Applicable

19. Terms and conditions of installation (if applicable). Not Applicable

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Not Applicable

20a. Terms and conditions for any other services (if applicable). Not Applicable

21. List of service and distribution points (if applicable). Not Applicable

22. List of participating dealers (if applicable). Not Applicable

23. Preventive maintenance (if applicable). Not Applicable

24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). Not Applicable

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/.

Not Applicable

25. Data Universal Number System (DUNS) number. 019155865

26. Notification regarding registration in Central Contractor Registration (CCR) database. Tyrula

LLC is registered in the System for Award Management at www.sam.gov.

http://www.section508.gov/ www.tyrula.com (703) 244-2767 Page 7 of 47

Terms and Conditions Applicable to IT Services (SIN 54151S)

1. SCOPE

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

Information Technology Professional Services apply exclusively to IT

Professional Services within the scope of this 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 I-FSS-60 Performance Incentives (April 2000)

a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase

Agreements under this contract.

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

Agreements.

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

3. ORDER

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

Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

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

4. PERFORMANCE OF SERVICES

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

www.tyrula.com (703) 244-2767 Page 8 of 47

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.

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 www.tyrula.com (703) 244-2767 Page 9 of 47 terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

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

6. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR

52.212-4 CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR

2009)

(ALTERNATE I OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-

Materials and Labor-Hour Contracts orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

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

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

9. INDEPENDENT CONTRACTOR

All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

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.

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

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT

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

12. PAYMENTS

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

Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4

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

Time-and-Materials and Labor- Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE

I – OCT 2008) (DEVIATION I –

FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007)

Time-and Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition.

As prescribed in 16.601(e)(3), insert the following provision:

a. The Government contemplates award of a Time-and-Materials or Labor-

Hour type of contract resulting from this solicitation.

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

(1) The offeror;

(2) Subcontractors; and/or

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

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering www.tyrula.com (703) 244-2767 Page 11 of 47 activity upon request.

14. INCIDENTAL SUPPORT COSTS

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

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor receive, from the ordering activity's

Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING

a. The Contractor shall provide a description of each type of IT Service offered under Special Item Numbers 54151S IT Professional 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 Professional Services shall be in accordance with the

Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices, minimum general experience and minimum education. (See page 25 for prices).

c. The following is an example of the manner in which the description of a commercial job title should be presented:

EXAMPLE: Commercial Job Title: System Engineer

Minimum/General Experience: Three (3) years of technical experience which applies to systems analysis and design techniques for complex computer systems.

Requires competence in all phases of systems analysis techniques, concepts and methods; also requires knowledge of available hardware, system software, input/output devices, structure and management practices.

Functional Responsibility: Guides users in formulating requirements, advises alternative approaches, conducts feasibility studies.

Minimum Education: Bachelor’s Degree in Computer Science

(See page 27 for Labor Category Descriptions) www.tyrula.com (703) 244-2767 Page 12 of 47

Terms and Conditions Applicable to IT Services (SIN 54151HEAL)

Vendor suitability for offering services through the new Health IT SIN must be in accordance with the following laws and standards when applicable to the specific task orders, including but not limited to:

• Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH)

• The Health Insurance Portability and Accountability Act of 1996 (HIPAA)

• National Institute of Standards and Technology (NIST) Federal Information

Processing Standards (FIPS) and Special Publications

• Federal Information Security Management Act (FISMA) of 2002

1. SCOPE

a. The labor categories, prices, terms and conditions stated under Special Item

Number 54151HEAL Health Information Technology Services apply exclusively to Health IT Services within the scope of this Information Technology Schedule.

a. This SIN is limited to Health IT Services only. Software and hardware products are out of scope. Hardware and software can be acquired through different Special

Item Numbers on IT Schedule 70 (e.g. 511210, 132-33, 132-8).

b. This SIN provides ordering activities with access to Health IT services.

c. Health IT Services provided under this SIN shall comply with all Healthcare certifications and industry standards as applicable at the task order level.

d. 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. ORDER

a. Agencies may use written orders, Electronic Data Interchange (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.

www.tyrula.com (703) 244-2767 Page 13 of 47

3. PERFORMANCE OF SERVICES

c. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. All Contracts will be fully funded.

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

e. 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.

f. Any Contractor travel required in the performance of Health 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. All travel will be agreed upon with the client prior to the Contractor’s travel.

4. INSPECTION OF SERVICES

In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4

CONTRACT TERMS AND CONDITIONS −COMMERCIAL ITEMS (MAR 2009)

(ALTERNATE I − OCT 2008)(DEVIATION I – FEB 2007) applies to Time-and-

Materials and Labor-Hour Contracts orders placed under this contract.

5. 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.

6. RESPONSIBILITIES OF THE ORDERING ACTIVITY

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

7. INDEPENDENT CONTRACTOR

All Health 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.

8. ORGANIZATIONAL CONFLICTS OF INTEREST

g. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, www.tyrula.com (703) 244-2767 Page 14 of 47 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.

h. 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.

9. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for Health IT

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

10. RESUMES

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

11. INCIDENTAL SUPPORT COSTS

Incidental support costs are not considered part of 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.

12. 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 www.tyrula.com (703) 244-2767 Page 15 of 47 work called for in a task order.

13. DESCRIPTION OF HEALTH IT SERVICES AND PRICING

i. The Contractor shall provide a description of each type of Health IT Service offered under Special Item Numbers 54151HEAL Health IT Services and it 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.

j. Pricing for all Health 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, minimum general experience and minimum education.

(See Page 26 for Pricing).

The following is an example of the manner in which the description of a commercial job title should be presented:

EXAMPLE: Commercial Job Title: Health IT Subject

Matter Expert Minimum Experience: Ten (10) years.

Functional Responsibilities: Significant information technology consulting and clinical information system strategy and implementation experience. Experienced in client engagements representing a wide array of activities, related to professional information technology projects, in a healthcare/clinical environment, including strategic planning related to information technology systems and/or software, governance, process design/ redesign, clinical content development, and communications and training strategies for information technology solutions.

Minimum Education: Medical Doctor or Doctor of Osteopathic Medicine.

(See Page 34 for Labor Category Descriptions) www.tyrula.com (703) 244-2767 Page 16 of 47

Terms and Conditions Applicable to Term Software Licenses (SIN 511210)

1. INSPECTION/ACCEPTANCE

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

2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA)

The Contractor shall provide all Enterprise User License Agreements in an editable

Microsoft Office (Word) format.

3. GUARANTEE/WARRANTY

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

Subject to the conditions and limitations on liability stated herein, Contractor warrants for a period of thirty (30) days from the delivery of the first copy of each Software hereunder that such Software, as delivered, without Government modifications, will materially conform to

Contractor’s then current documentation for such Software. This warranty covers only problems reported to Contractor during the warranty period.

Contractor represents and warrants that it has the full power and authority to enter into this

Agreement and to grant the licenses and rights granted hereunder. Contractor further represents that no malicious code, lockouts, or other devices of such nature is incorporated in the Software supplied to Government under this Agreement and that Contractor will use its reasonable efforts to scan for known viruses in the Software supplied to Government under this Agreement.

ANY LIABILITY OF TYRULA WITH RESPECT TO THE PRODUCT OR THE

PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT

LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT

REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN

CONTRACTOR’S OPINION, IMPRACTICAL, TO REFUND OF THE PRODUCT

LICENSE FEE. EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED “AS

IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION,

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE AND NONINFRINGEMENT. FURTHER, CONTRACTOR DOES NOT

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WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE

USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN

MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR

OTHERWISE.

THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES

SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O). IN

THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES

ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL

ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C.

7101-7109.

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

If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2)

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

4. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1 888 4TYRULA for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from to 9AM to 5 PM EST Monday – Friday excluding federal holidays. .

5. SOFTWARE MAINTENANCE

a. Software maintenance as it is defined: (select software maintenance type) :

(1) X Software Maintenance as a Product (SIN 511210 or SIN 132-33)

Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs

(Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service.

Software Maintenance as a product is billed at the time of purchase.

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(2) Software Maintenance as a Service (SIN 132-34)

Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to- person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31U.S.C. 3324.

Software maintenance as a service is billed in arrears in accordance with

31 U.S.C. 3324.

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.

6. PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN 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 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.

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7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement.

b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.

c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license.

d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period that the software was under a term license within the ordering activity.

8. TERM LICENSE CESSATION

a. After a software product has been on a continuous term license for a period of 180 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.

b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special

Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor.

9. UTILIZATION LIMITATIONS - (SIN 511210, SIN 132-33, AND SIN 132-34)

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

2.101.

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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, 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 www.tyrula.com (703) 244-2767 Page 21 of 47 pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

10. SOFTWARE CONVERSIONS - (SIN 511210 AND SIN 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. Under a term license (511210), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.

11. 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.

12. RIGHT-TO-COPY PRICING

For this contract, no discounted pricing for right to copy is offered hence this is not applicable.

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Terms and Conditions Applicable to Electronic Commerce Services (SIN

54151ECOM)

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Blanket Purchase Agreement(BPA) in format suggested by GSA

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 www.tyrula.com (703) 244-2767 Page 24 of 47

BPA NUMBER______________________

(Insert 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 SCHEDULES / 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;

. (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.

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(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.

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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 Arrangement are subject to terms and conditions or the Federal Supply

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

Contractors. Customers should refer to FAR 9.6 for specific details on Team Arrangements. Here is a general outline on how it works:

• The customer identifies their requirements.

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

• Federal Supply Schedule Contractors may individually submit a Schedules “Team

Solution” to meet the customer’s requirement.

• Customers make a best value selection.

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Labor Category Rates

SPECIAL ITEM NUMBER (SIN) 54151S INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES

Labor

Category

Feb 16 2023-Feb

15 2024

Hourly Rate with

IFF

Feb 16 2024-

Feb 15 2025

Hourly Rate with IFF

Feb 16 2025-

Feb 15 2026

Hourly Rate with IFF

Feb 16 2026-

Feb 15 2027

Hourly Rate with IFF

Business Analyst $101.80 $104.36 $106.97 $109.66

Consultant $102.70 $105.28 $107.92…