Federal Supply Schedule GS35F4397G

AUTHORIZED FEDERAL ACQUISITION SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SIN 132-33 - PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Microcomputers

Operating System Software Application Software

SIN 132-34 - MAINTENANCE OF SOFTWARE

Heat Software has been awarded all SINs under the Cooperative Purchasing and Disaster Recovery Programs. All SINs are available to state and local.

Heat Software USA Inc.

8415 Explorer Dr. #150

Colorado Springs CO 80920 Phone: (719) 531-5007 www.heatsoftware.com

Contract Number:

GS-35F-4397G

Period Covered by Contract:

April 1, 1997 through March 31, 2017

General Services Administration

Federal Acquisition Service

Pricelist current through Modification PO-0090, September dated April 18, 2016

Products and ordering information in this Authorized FAS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service’s Home Page via the Internet at http://www.gsa.gov/fas/ http://www.heatsoftware.com/ http://www.fss.gsa.gov/

TABLE OF CONTENTS

INFORMATION FOR ORDERING OFFICES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM

NUMBER 132-51)

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS

BLANKET PURCHASE AGREEMENT (BPA)

BPA FORMAT GUIDELINES

CONTRACTOR TEAM ARRANGEMENTS

HEAT SOFTWARE USA INC. AUTHORIZED RESELLERS

HEAT SOFTWARE USA INC.’S INFORMATION TECHNOLOGY LABOR CATEGORY DESCRIPTION AND RATES

HEAT SOFTWARE USA INC.’S AUTHORIZED GSA PRICING

Heat Software USA Inc. GS-35F-4397G Page 4

(719) 531-5007

INFORMATION FOR ORDERING OFFICES

APPLICABLE TO ALL SPECIAL ITEM NUMBERS

SPECIAL NOTICE TO AGENCIES: Small Business Participation

SBA strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! on-line shopping service (www.gsa.gov/fas). The catalogs/pricelists, GSA Advantage! and the Federal Acquisition Service Home Page (www.gsa.gov/fas) contain information on a broad array of products and services offered by small business concerns.

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

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. GEOGRAPHIC SCOPE OF CONTRACT

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

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:

[ ] The Geographic Scope of Contract will be domestic and overseas delivery.

[ ] The Geographic Scope of Contract will be overseas delivery only.

[X] The Geographic Scope of Contract will be domestic delivery only.

2. CONTRACTOR'S ORDERING ADDRESS

Heat Software USA Inc.

1150 Kelly Johnson Blvd.

Colorado Springs, CO 80920-3943 Phone: (719) 531-5007

CONTRACTOR'S PAYMENT ADDRESS

Heat Software USA Inc.

P.O. Box 204375 Dallas, TX 75320-4375

CONTRACTOR'S PAYMENT OVERNIGHT SERVICE

Heat Software USA Inc.

2975 Regent Blvd Lockbox # 204375 Irving, TX 75063

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CONTRACTOR'S PAYMENT VIA WIRE TRANSFER

**All financial institutions or payer route all domestic wire transfers via Fedwire to the following ABA Number:

SIL VLY BK SJ

Routing Number - 121140399 Contractors are required to accept the Government purchase card for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Government purchase cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number can be used by ordering agencies to obtain technical and/or ordering assistance: (800) 776-7889

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to Government personnel or damage to Government property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279

Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 86-705-4462 Block 30: Type of Contractor: Other Small Business Block 31: Woman-Owned Small Business: No Block 36: Contractor's Taxpayer Identification Number (TIN): 84-1256502

4a. CAGE Code: OXJL3 4b. Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

6. DELIVERY SCHEDULE

a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)

132-33 5 – 10 Days 132-34 As negotiated between the contractor and the ordering activity.

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering agency, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS

Prices shown are NET Prices; Basic Discounts have been deducted.

a. Prompt Payment: NONE – NET 30 days from receipt of invoice or date of acceptance, whichever is later

b. Quantity: NONE

c. Dollar Volume: NONE

d. Government Educational Institutions: Offered same discounts as all other Government customers.

e. Other: NONE

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED

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All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING: Not Applicable

10. SMALL REQUIREMENTS: The minimum dollar value of orders to be issued is $100.00.

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.)

a. The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:

Special Item Number 132-33 - Perpetual Software Licenses Special Item Number 132-34 - Maintenance of Software

12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS

Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules.

a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work.

b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS

Federal departments and agencies acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering offices, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS)

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S.

Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS)

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED- STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)

(a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule.

(b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are

Heat Software USA Inc. GS-35F-4397G Page 7 reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain to official company business travel in regards to this contract.)

(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program.

(d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program.

(e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel.

(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5.

(g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order.

(h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order.

(i) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary.

(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year.

The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer.

15. CONTRACT ADMINISTRATION FOR ORDERING OFFICES

Any ordering office, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the Government’s convenience, and (m) Termination for Cause (See C.1.)

16. GSA Advantage!

GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

a. Manufacturer;

b. Manufacturer's Part Number; and

c. Product categories.

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Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.:

NetScape). The Internet address is http://www.gsa.gov/fas/.

17. PURCHASE OF OPEN MARKET ITEMS

NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.401(d).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if-

(1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply

Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));

(2) The ordering activity contracting officer has determined the price for the items not on the Federal

Supply Schedule is fair and reasonable;

(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and

(4) All clauses applicable to items not on the Federal Supply Schedule are included in the order.

18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

(1) Time of delivery/installation quotations for individual orders;

(2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.

(3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor.

b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19. OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

NONE

Upon request of the Contractor, the Government may provide the Contractor with logistics support, as available, in accordance with all applicable Government regulations. Such Government support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)

The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Contractor’s Reports of Sales and

Heat Software USA Inc. GS-35F-4397G Page 9

552.238-76, Industrial Funding Fee, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The requisitioning activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132- 8.

23. SECTION 508 COMPLIANCE

If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT) at the following: www.Heat Software.com The EIT standard can be found at: www.Section508.gov/.

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order –

(a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract

(unless a copy was previously furnished to the Federal Supply Schedule contractor); and

(b) The following statement:

“This order is placed under written authorization from _______ dated _______. In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.”

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

http://www.frontrange.com/ http://www.section508.gov/

Heat Software USA Inc. GS-35F-4397G Page 10

26. SOFTWARE INTEROPERABILITY

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS

A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324) http://www.core.gov/

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TERMS AND CONDITIONS APPLICABLE TO

PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND

MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE

COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract.

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

2. GUARANTEE/WARRANTY

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

♦ All software furnished pursuant to the terms of this contract will be unconditionally guaranteed for defects in the software media for a period of ninety (90) days, beginning on the first day of acceptance;

♦ Time of delivery/installation quotations for individual orders;

♦ Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or function characteristics and capabilities of a product/equipment/service/software package submitted in response to requirements which result in orders under this schedule contract;

♦ Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the contractor.

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 Government for consequential damages resulting from any defect or deficiencies in accepted items.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the Government, shall provide a hot line technical support number

(800) 775-2100 for the purpose of providing user assistance and guidance in the implementation of the software.

The technical support number is available from 6:00am to 6:00pm MST and after hours paging service.

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

The Government shall receive all enhancements and technical phone support from the date of the invoice for a period of twelve (12) months from the date of purchase. The maintenance fee for HEAT products and GoldMine products is 20% of the total published software license fee. The maintenance fee for ITSM products and IPCC products is 20% of the net sales price to the end user.

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 MAINTENANCE (132-34)

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

Heat Software USA Inc. GS-35F-4397G Page 12

b. Maintenance may be discontinued by the Government on thirty (30) calendar days written notice to the Contractor.

c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering office’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering office 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 offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (132-33, AND 132-34)

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

b. When acquired by the Government, 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 agency. An agency is defined as a cabinet level or independent agency. The software may be used by any subdivision of the agency (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 agency's site. This would allow other agencies access to one agency's database. For Government public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user agency 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 agency'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 agency.

(3) Except as is provided in paragraph 8.b(2) above, the Government 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 government who have the Government'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 Government to use software, documentation, or information therein, which the Government may already have or obtains without restrictions.

(4) The Government 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 Government has the right to transfer the software to another site if the Government site for which it is acquired is deemed to be unsafe for Government 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

Heat Software USA Inc. GS-35F-4397G Page 13 hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7. SOFTWARE CONVERSIONS - (132-33)

Full monetary credit will be allowed to the Government when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version.

8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

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

9. RIGHT-TO-COPY PRICING

The Contractor shall insert the discounted pricing for right-to-copy licenses.

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USA COMMITMENT TO PROMOTE

SMALL BUSINESS PARTICIPATION

PROCUREMENT PROGRAMS

PREAMBLE

Heat Software USA Inc., provides commercial products and services to the Federal Government. 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 insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

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

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

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

Ms. Deanne Benn, Paralegal Phone: (719) 532-7447, Fax: (719) 799-1042 E-mail: Deanne.benn@HeatSoftware.com mailto:Deanne.benn@HeatSoftware.com

Heat Software USA Inc. GS-35F-4397G Page 15

**The following is a SUGGESTED Blanket Purchase Agreement (BPA) format.**

BEST VALUE

BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE

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

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

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

Signatures

Agency Date Contractor Date

Heat Software USA Inc. GS-35F-4397G Page 16

BPA NUMBER_____________

(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT

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

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

MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE

(2) Delivery:

DESTINATION DELIVERY SCHEDULES / DATES

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

(4) This BPA does not obligate any funds.

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

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

OFFICE POINT OF CONTACT

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

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

(a) Name of Contractor;

(b) Contract Number;

(c) BPA Number;

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

(e) Purchase Order Number;

(f) Date of Purchase;

(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.

Heat Software USA Inc. GS-35F-4397G Page 17

BASIC GUIDELINES FOR USING

“CONTRACTOR TEAM ARRANGEMENTS”

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

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

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

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

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

Here is a general outline on how it works:

• The customer identifies their requirements

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

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

• Customers make a best value selection

Heat Software USA Inc. GS-35F-4397G Page 18

AUTHORIZED GSA RESELLERS

BAI Systems and Engineering

Attn: Frank A. Ballew, Jr. President

1095 Bay Pointe Crossing

Alpharetta, GA 30005

Phone: 678-624-1783

Fax: 678-624-1785

Email: fballew@baisystems.net

Website: www.baisystems.net

First Direct Corp

Attn: Susie Hansen Marketing &

Sales Coordinator

2345 Route 52

Hopewell Junction, NY 12533

Phone: (845) 221-3800 x 104

Email: susie@1stdirect.com

Website: www.1stdirect.com

Toll Free in USA: (800) 935 - 4386

Canada and Local: (845) 221 – 3800

Kifinti Solutions Inc.

Attn: Jon Camilleri, President & CEO

35 Redstone Path

Toronto, ON M9C 1Y7

Phone: 416-875-5662

Fax: 416-626-8722

Email: jon@kifinti.com mailto:fballew@baisystems.net http://www.baisystems.net/ mailto:susie@1stdirect.com http://www.1stdirect.com/ mailto:jon@kifinti.com

Heat Software USA Inc. GS-35F-4397G Page 19

HEAT SOFTWARE USA INC.’S

AUTHORIZED GSA SCHEDULE CONTRACT PRICING

MFG SIN MFR PART NO. PRODUCT NAME GSA PRICE WARRANTY COO

iHEAT

Heat Software 132-33 iHEAT1 iHEAT Web Access for Heat per User (Only Available to Current Customers)

$288.31 90 DAYS USA

HEAT Service & Support

Heat Software 132-33 HIH01 HEAT Service & Support Software 1 User $2,539.04 90 DAYS USA

Heat Software 132-33 HIH02 HEAT Service & Support Software 2 Users $5,078.09 90 DAYS USA

Heat Software 132-33 HIH03 HEAT Service & Support Software 3 Users $7,617.13 90 DAYS USA

Heat Software 132-33 HIH04 HEAT Service & Support Software 4 Users $10,156.17 90 DAYS USA

Heat Software 132-33 HIH05 HEAT Service & Support Software 5 Users $12,695.21 90 DAYS USA

Heat Software 132-33 HIH06 HEAT Service & Support Software 6 Users $15,234.26 90 DAYS USA

Heat Software 132-33 HIH07 HEAT Service & Support Software 7 Users $17,773.30 90 DAYS USA

Heat Software 132-33 HIH08 HEAT Service & Support Software 8 Users $20,312.34 90 DAYS USA

Heat Software 132-33 HIH09 HEAT Service & Support Software 9 Users $22,851.39 90 DAYS USA

Heat Software 132-33 HIH10 HEAT Service & Support Software 10 Users $25,390.43 90 DAYS USA

Heat Software 132-33 HIH11 HEAT Service & Support Software 11 Users $20,947.10 90 DAYS USA

Heat Software 132-33 HIH12 HEAT Service & Support Software 12 Users $22,851.39 90 DAYS USA

Heat Software 132-33 HIH13 HEAT Service & Support Software 13 Users $24,755.67 90 DAYS USA

Heat Software 132-33 HIH14 HEAT Service & Support Software 14 Users $26,659.95 90 DAYS USA

Heat Software 132-33 HIH15 HEAT Service & Support Software 15 Users $28,564.23 90 DAYS USA

Heat Software 132-33 HIH16 HEAT Service & Support Software 16 Users $30,468.51 90 DAYS USA

Heat Software 132-33 HIH17 HEAT Service & Support Software 17 Users $32,372.80 90 DAYS USA

Heat Software 132-33 HIH18 HEAT Service & Support Software 18 Users $34,277.08 90 DAYS USA

Heat Software 132-33 HIH19 HEAT Service & Support Software 19 Users $36,181.36 90 DAYS USA

Heat Software 132-33 HIH20 HEAT Service & Support Software 20 Users $38,085.64 90 DAYS USA

Heat Software 132-33 HIH21 HEAT Service & Support Software 21 Users $39,989.92 90 DAYS USA

Heat Software 132-33 HIH22 HEAT Service & Support Software 22 Users $41,894.21 90 DAYS USA

Heat Software 132-33 HIH23 HEAT Service & Support Software 23 Users $43,798.49 90 DAYS USA

Heat Software 132-33 HIH24 HEAT Service & Support Software 24 Users $45,702.77 90 DAYS USA

Heat Software 132-33 HIH25 HEAT Service & Support Software 25 Users $47,295.77 90 DAYS USA

Heat Software 132-33 HIH26 HEAT Service & Support Software 26 Users $38,194.46 90 DAYS USA

Heat Software USA Inc. GS-35F-4397G Page 20

Heat Software 132-33 HIH27 HEAT Service & Support Software 27 Users $39,663.48 90 DAYS USA

Heat Software 132-33 HIH28 HEAT Service & Support Software 28 Users $41,132.49 90 DAYS USA

Heat Software 132-33 HIH29 HEAT Service & Support Software 29 Users $42,601.51 90 DAYS USA

Heat Software 132-33 HIH30 HEAT Service & Support Software 30 Users $44,070.53 90 DAYS USA

Heat Software 132-33 HIH31 HEAT Service & Support Software 31 Users $45,539.55 90 DAYS USA

Heat Software 132-33 HIH32 HEAT Service & Support Software 32 Users $47,008.56 90 DAYS USA

Heat Software 132-33 HIH33 HEAT Service & Support Software 33 Users $48,477.58 90 DAYS USA

Heat Software 132-33 HIH34 HEAT Service & Support Software 34 Users $49,946.60 90 DAYS USA

Heat Software 132-33 HIH35 HEAT Service & Support Software 35 Users $51,415.62 90 DAYS USA

Heat Software 132-33 HIH36 HEAT Service & Support Software 36 Users $52,884.63 90 DAYS USA

Heat Software 132-33 HIH37 HEAT Service & Support Software 37 Users $54,353.65 90 DAYS USA

Heat Software 132-33 HIH38 HEAT Service & Support Software 38 Users $55,822.67 90 DAYS USA

Heat Software 132-33 HIH39 HEAT Service & Support Software 39 Users $57,291.69 90 DAYS USA

Heat Software 132-33 HIH40 HEAT Service & Support Software 40 Users $58,760.71 90 DAYS USA

Heat Software 132-33 HIH41 HEAT Service & Support Software 41 Users $60,229.72 90 DAYS USA

Heat Software 132-33 HIH42 HEAT Service & Support Software 42 Users $61,698.74 90 DAYS USA

Heat Software 132-33 HIH43 HEAT Service & Support Software 43 Users $63,167.76 90 DAYS USA

Heat Software 132-33 HIH44 HEAT Service & Support Software 44 Users $64,636.78 90 DAYS USA

Heat Software 132-33 HIH45 HEAT Service & Support Software 45 Users $66,105.79 90 DAYS USA

Heat Software 132-33 HIH46 HEAT Service & Support Software 46 Users $67,574.81 90 DAYS USA

Heat Software 132-33 HIH47 HEAT Service & Support Software 47 Users $69,043.83 90 DAYS USA

Heat Software 132-33 HIH48 HEAT Service & Support Software 48 Users $70,512.85 90 DAYS USA

Heat Software 132-33 HIH49 HEAT Service & Support Software 49 Users $71,981.86 90 DAYS USA

Heat Software 132-33 HIH50 HEAT Service & Support Software 50 Users $73,450.88 90 DAYS USA

Heat Software 132-33 HIH51 HEAT Service & Support Software 51 Users $74,919.90 90 DAYS USA

Heat Software 132-33 HIH52 HEAT Service & Support Software 52 Users $76,388.92 90 DAYS USA

Heat Software 132-33 HIH53 HEAT Service & Support Software 53 Users $77,857.93 90 DAYS USA

Heat Software 132-33 HIH54 HEAT Service & Support Software 54 Users $79,326.95 90 DAYS USA

Heat Software 132-33 HIH55 HEAT Service & Support Software 55 Users $80,795.97 90 DAYS USA

Heat Software 132-33 HIH56 HEAT Service & Support Software 56 Users $82,264.99 90 DAYS USA

Heat Software 132-33 HIH57 HEAT Service & Support Software 57 Users $83,734.01 90 DAYS USA

Heat Software 132-33 HIH58 HEAT Service & Support Software 58 Users $85,203.02 90 DAYS USA

Heat Software USA Inc. GS-35F-4397G Page 21

Heat Software 132-33 HIH59 HEAT Service & Support Software 59 Users $86,672.04 90 DAYS USA

Heat Software 132-33 HIH60 HEAT Service & Support Software 60 Users $88,141.06 90 DAYS USA

Heat Software 132-33 HIH61 HEAT Service & Support Software 61 Users $89,610.08 90 DAYS USA

Heat Software 132-33 HIH62 HEAT Service & Support Software 62 Users $91,079.09 90 DAYS USA

Heat Software 132-33 HIH63 HEAT Service & Support Software 63 Users $92,548.11 90 DAYS USA

Heat Software 132-33 HIH64 HEAT Service & Support Software 64 Users $93,884.42 90 DAYS USA

Heat Software 132-33 HIH65 HEAT Service & Support Software 65 Users $94,882.90 90 DAYS USA

Heat Software 132-33 HIH66 HEAT Service & Support Software 66 Users $95,886.86 90 DAYS USA

Heat Software 132-33 HIH67 HEAT Service & Support Software 67 Users $96,890.83 90 DAYS USA

Heat Software 132-33 HIH68 HEAT Service & Support Software 68 Users $97,889.30 90 DAYS USA

Heat Software 132-33 HIH69 HEAT Service & Support Software 69 Users $98,893.27 90 DAYS USA

Heat Software 132-33 HIH70 HEAT Service & Support Software 70 Users $99,897.23 90 DAYS USA

Heat Software 132-33 HIH71 HEAT Service & Support Software 71 Users $100,895.71 90 DAYS USA

Heat Software 132-33 HIH72 HEAT Service & Support Software 72 Users $101,899.68 90 DAYS USA

Heat Software 132-33 HIH73 HEAT Service & Support Software 73 Users $102,903.64 90 DAYS USA

Heat Software 132-33 HIH74 HEAT Service & Support Software 74 Users $103,902.12 90 DAYS USA

Heat Software 132-33 HIH75 HEAT Service & Support Software 75 Users $104,906.09 90 DAYS USA

Heat Software 132-33 HIH76 HEAT Service & Support Software 76 Users $82,700.25 90 DAYS USA

Heat Software 132-33 HIH77 HEAT Service & Support Software 77 Users $83,788.41 90 DAYS USA

Heat Software 132-33 HIH78 HEAT Service & Support Software 78 Users $84,876.57 90 DAYS USA

Heat Software 132-33 HIH79 HEAT Service & Support Software 79 Users $85,964.74 90 DAYS USA

Heat Software 132-33 HIH80 HEAT Service & Support Software 80 Users $87,052.90 90 DAYS USA

Heat Software 132-33 HIH81 HEAT Service & Support Software 81 Users $88,141.06 90 DAYS USA

Heat Software 132-33 HIH82 HEAT Service & Support Software 82 Users $89,229.22 90 DAYS USA

Heat Software 132-33 HIH83 HEAT Service & Support Software 83 Users $90,317.38 90 DAYS USA

Heat Software 132-33 HIH84 HEAT Service & Support Software 84 Users $91,405.54 90 DAYS USA

Heat Software 132-33 HIH85 HEAT Service & Support Software 85 Users $92,493.70 90 DAYS USA

Heat Software 132-33 HIH86 HEAT Service & Support Software 86 Users $93,581.86 90 DAYS USA

Heat Software 132-33 HIH87 HEAT Service & Support Software 87 Users $94,670.03 90 DAYS USA

Heat Software 132-33 HIH88 HEAT Service & Support Software 88 Users $95,758.19 90 DAYS USA

Heat Software 132-33 HIH89 HEAT Service & Support Software 89 Users $96,846.35 90 DAYS USA

Heat Software 132-33 HIH90 HEAT Service & Support Software 90 Users $97,934.51 90 DAYS USA

Heat Software USA Inc. GS-35F-4397G Page 22

Heat Software 132-33 HIH91 HEAT Service & Support Software 91 Users $99,022.67 90 DAYS USA

Heat Software 132-33 HIH92 HEAT Service & Support Software 92 Users $100,110.83 90 DAYS USA

Heat Software 132-33 HIH93 HEAT Service & Support Software 93 Users $101,198.99 90 DAYS USA

Heat Software 132-33 HIH94 HEAT Service & Support Software 94 Users $102,287.15 90 DAYS USA

Heat Software 132-33 HIH95 HEAT Service & Support Software 95 Users $103,375.31 90 DAYS USA

Heat Software 132-33 HIH96 HEAT Service & Support Software 96 Users $104,463.48 90 DAYS USA

Heat Software 132-33 HIH97 HEAT Service & Support Software 97 Users $105,551.64 90 DAYS USA

Heat Software 132-33 HIH98 HEAT Service & Support Software 98 Users $106,639.80 90 DAYS USA

Heat Software 132-33 HIH99 HEAT Service & Support Software 99 Users $107,727.96 90 DAYS USA

Heat Software 132-33 HIH100 HEAT Service & Support Software 100 Users $108,816.12 90 DAYS USA

Heat Software 132-33 HIH101 HEAT Service & Support Software 101 Users $109,904.28 90 DAYS USA

Heat Software 132-33 HIH102 HEAT Service & Support Software 102 Users $110,992.44 90 DAYS USA

Heat Software 132-33 HIH103 HEAT Service & Support Software 103 Users $112,080.60 90 DAYS USA

Heat Software 132-33 HIH104 HEAT Service & Support Software 104 Users $113,168.77 90 DAYS USA

Heat Software 132-33 HIH105 HEAT Service & Support Software 105 Users $113,168.77 90 DAYS USA

Heat Software 132-33 HIH106 HEAT Service & Support Software 106 Users $115,345.09 90 DAYS USA

Heat Software 132-33 HIH107 HEAT Service & Support Software 107 Users $116,433.25 90 DAYS USA

Heat Software 132-33 HIH108 HEAT Service & Support Software 108 Users $117,521.41 90 DAYS USA

Heat Software 132-33 HIH109 HEAT Service &…