MAS - Madison Cloud, Inc. - GS35F421GA

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule Price List

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 for GSA Advantage! is: GSAAdvantage.gov.

MULTIPLE AWARD SCHEDULE

Large Category: Information Technology

Contract number: GS-35F-421GA Last Modification # Q2CTRK2Q dated February 12, 2024

Contract period: May 3, 2017 – May 2, 2027

For more information on ordering from Federal Supply go to this website:

www.gsa.gov/schedules

Madison Cloud, Inc.

13577 Feather Sound Dr, Ste 340

Clearwater, FL 33762 Tel: 540-471-6455

Contract Administrator:

Randall Van Allen Tel: 540-471-6455 randall@madisoncloud.com

Business size. Small Business http://www.gsa.gov/schedules mailto:randall@madisoncloud.com

CUSTOMER INFORMATION:

1a. Table of awarded special item number(s):

SIN: 511210 Software Licenses

SIN 54151 Software Maintenance Services

SIN: OLM Order-Level Materials

1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH Category: (Government net price based on a unit of one)

SIN MODEL # DESCRIPTION CATALOG PRICE

GOVERNMENT PRICE

FOR QTY 1 (with IFF)

511210 TCAP01YP

Cloud Access Plus

– 1Y 1User $241.66 $224.61

For a complete listing of Products offered on GSA by Madison Cloud IT Solutions. Please visit the GSA Advantage website or contact Madison Cloud directly.

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. If hourly rates are not applicable, indicate “Not applicable” for this item. Not Applicable

2. Maximum order. $500,000.00

3. Minimum order. $100.00

4. Geographic coverage (delivery area). All US States, US Territories, and US Government locations.

5. Point(s) of production:

Teradici – CA Accusoft – US

6. Discount from list, prices, or statement of net price. Federal Government price is catalog price minus 7.75% discount.

7. Quantity discounts. 1% additional discount for orders greater than $400,000

8. Prompt payment terms. None

9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold. Government purchase cards are accepted at any amount.

9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold. Government purchase cards are accepted.

10. Foreign items (list items by country of origin): See complete pricelist for country of origin of each item.

11a. Time of delivery: 10 days ARO

11b. Expedited Delivery. All offered items are software and licenses are typically processed immediately and sent electronically within 3-5 business days after receipt of order.

11c. Overnight and 2-day delivery. All offered items are software and licenses are typically processed immediately and sent electronically within 3-5 business days after receipt of order.

11d. Urgent Requirements. The Contractor will note in its price list the Urgent Requirements clause of its contract and advice agencies that they can also contact the Contractor’s representative to affect a faster delivery.

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

13a. Ordering address(es).

Madison Cloud, Inc.

13577 Feather Sound Dr, Ste 340 Clearwater, FL 33762

13b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPAs), and a sample EPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules). Contactor is to simply include this statement as item 13b.

14. Payment address(es)

Madison Cloud, Inc.

13577 Feather Sound Dr, Ste 340 Clearwater, FL 33762

15. Warranty provision. Warranty terms are set by the Manufacturer and vary by item.

16. Export packing charges, if applicable. N/A

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level) Standard terms and conditions on any credit card purchase.

18. Terms and conditions of rental, maintenance, and repair (if applicable) N/A

19. Terms and conditions of installation (if applicable). Items available are self-installable.

20a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). N/A

20b. Terms and conditions for any other services (if applicable) N/A

21. List of service and distribution points (if applicable). N/A

22. List of participating dealers (if applicable). N/A

23. Preventive maintenance (if applicable). N/A

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

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 he found at www.Section508.gov/. 508 Compliance information can be found on each manufacturers website or provided upon request.

25. UEI Number: TGUMJTRW2L43

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

Madison Cloud’s SAM registration is valid through 08/02/2024 (as of 02/07/2024)

TERMS AND CONDITIONS ALL SINS

1) Organizational Conflicts of Interest

a) Definitions.

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

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

An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor's or its affiliates' objectivity in performing contract work.

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

Examples of situations, which may require restrictions, are provided at FAR 9.508

2) Services Performed

a) All 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.

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

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

3) Travel. Any Contractor travel required in the performance of services must comply with the Pub. L. 99-234 and FAR Part 31.205-46, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel.

4) Warranty

a) Unless otherwise specified in the contract, the Contractor's standard commercial warranty applies.

b) The Contractor's commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include Enterprise User License Agreements or Terms of Service (TOS) agreements, if applicable.

c) 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.

TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENCES

(SPECIAL ITEM NUMBER 511210)

511210 Includes both term and perpetual software licenses and maintenance. Includes operating system software, application software, EDI translation and mapping software, enabled email message-based applications, Internet software, database management applications, and other software.

Additional SIN Description: Term Licenses. The word "Term" is defined in this Solicitation as "a limited period of time". Term Software Licenses have a limited duration and are not owned in perpetuity. Unless Offerors provide an option for converting Term licenses into perpetual licenses, users lose the right to use these licenses upon the end of the term period. This SIN is NOT Infrastructure as a Service (IaaS), Platform as a Service (PaaS), or Software as a Service (SaaS) as defined in SIN 518210C - Cloud Computing and Cloud Related IT Professional Services. Term Software Licenses are distinct from Electronic Commerce and Subscription Services (SIN 54151ECOM).

Perpetual Licenses The word "perpetual" is defined in this Solicitation as "continuing forever, everlasting, valid for all time".

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, online help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for users’ self-diagnostics.

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

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance services under SIN 54151 Software Maintenance Services.

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 Manufacturer’s standard commercial guarantee/warranty as stated in the contract’s commercial pricelist will apply to this contract.

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 XXX-XXXX for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00am PST to 5:00pm PST Monday through Friday.

4. SOFTWARE MAINTENANCE

N/A

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

N/A

6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE

N/A

7. TERM LICENSE CESSATION

N/A

8. UTILIZATION LIMITATIONS (SIN 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, 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.

9. SOFTWARE CONVERSIONS (SIN 511210)

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

10. 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.

11. RIGHT TO COPY PRICING: N/A

Offered Software products:

Teradici – EULA available upon request Accusoft – EULA available upon request

TERMS AND CONDITIONS APPLICABLE TO

SOFTWARE MAINTENANCE SERVICES

(SPECIAL ITEM NUMBER 54151)

54151 Software maintenance services 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 services includes person-to-person communications regardless of the medium used to communicate; telephone support, online technical support, customized support, and/or technical expertise which are charged commercially.

USA COMMITMENT TO PROMOTE SMALL BUSINESS

PARTICIPATION PROCUREMENT PROGRAMS

Madison Cloud Inc provides commercial products and services to ordering activities.

We are committed to promoting participation of small, small disadvantaged and women owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT

To actively seek and partner with small businesses.

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

To develop and promote company policy initiatives that demonstrates 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.

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:

(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 whichever is earlier.

or at the end of the contract period,

(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.

(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.

36 S. Charles St Suite 2308 Baltimore, MD 21201 www.madisoncloud.com HUBZone Certified

BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS”

Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see

FAR 9.6) to provide solutions when responding to a customer activity requirement.

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 customer’s 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.

552.238-115 SPECIAL ORDERING PROCEDURES FOR THE

http://www.madisoncloud.com/

ACQUISITION OF ORDER-LEVEL MATERIALS (APR 2022) - SIN OLM

(a) Definition:

“Order-level materials”, as used in this clause, means supplies and/or services acquired in direct support of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS blanket purchase agreement (BPA), when the supplies and/or services are not known at the time of Schedule contract or FSS BPA award. The prices of order-level materials are not established in the FSS contract or FSS BPA.

Order-level materials acquired following the procedures in paragraph (d) of this clause are done so under the authority of the FSS program, pursuant to 41 U.S.C.

152(3), and are not open market items, which are discussed in FAR 8.402(f).

(b) FAR 8.403(b) provides that GSA may establish special ordering procedures for a particular FSS.

(c) The procedures in FAR subpart 8.4 apply to this contract, with the exceptions listed in this clause. If a requirement in this clause is inconsistent with FAR subpart 8.4, this clause takes precedence pursuant to FAR 8.403(b).

(d) Procedures for including order-level materials when placing an individual task or delivery order against an FSS contract or FSS BPA.

(1) The procedures discussed in FAR 8.402(f) do not apply when placing task and delivery orders that include order-level materials.

(2) Order-level materials are included in the definition of the term “material” in FAR clause 52.212-4 Alternate I, and, therefore, all provisions of FAR clause 52.212-4 Alternate I that apply to “materials” also apply to order-level materials.

(3) Order-level materials shall only be acquired in direct support of an individual task or delivery order and not as the primary basis or purpose of the order.

(4) The value of order-level materials in a task or delivery order, or the cumulative value of order-level materials in orders against an FSS BPA awarded under a FSS contract, shall not exceed 33.33%.

(5) All order-level materials shall be placed under the Order-Level Materials SIN.

(6) Prior to the placement of an order that includes order-level materials, the Ordering Activity shall follow the procedures in FAR 8.404(h).

(7) To support the price reasonableness of order-level materials–

(i) The Contractor proposing order-level materials as part of a solution shall obtain a minimum of three quotes for each order-level material above the simplified acquisition threshold.

(A) One of these three quotes may include materials furnished by the Contractor under paragraph (i)(1)(ii)(A) of FAR clause 52.212-4 Alternate I.

(B) If the Contractor cannot obtain three quotes, the Contractor shall maintain documentation of why three quotes could not be obtained to support their determination.

(C) A Contractor with an approved purchasing system, per FAR subpart 44.3, shall instead follow its purchasing system requirement and is exempt from the requirements in paragraphs (d)(7)(i)(A) through (B) of this clause.

(ii) The Ordering Activity Contracting Officer must make a determination that prices for all order-level materials are fair and reasonable. The Ordering Activity Contracting Officer may base this determination on a comparison of the quotes received in response to the task or delivery order solicitation or other relevant pricing information available.

(iii) If indirect costs are approved per paragraph (i)(1)(ii)(D)(2) of FAR clause 52.212-4