Federal Supply Schedule GS35F5054H

AUTHORIZED

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SPECIAL ITEM NUMBER 132-33 - PERPETUAL SOFTWARE LICENSES

FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE

Large Scale Computers

Application Software Electronic Commerce (EC) Software

Microcomputers Application Software Electronic Commerce (EC) Software

NOTE: 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.

SPECIAL ITEM NUMBER 132-34 - MAINTENANCE OF SOFTWARE AS A SERVICE

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 31 U.S.C. 3324.

SPECIAL ITEM NUMBER 132-50 - TRAINING COURSES (FPDS Code U012)

SPECIAL ITEM NUMBER 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D311 IT Data Conversion Services

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

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

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

http://www.core.gov/

Software AG, Inc.

11700 Plaza America Drive, Suite 700

Reston, VA 20190 703-860-5050 phone www.softwareagusa.com

Contract Number: GS-35F-5054H

Period Covered by Contract:

OCTOBER 1, 1997 thru SEPTEMBER 30, 2012

General Services Administration

Federal Acquisition Service

Pricelist current through Modification #FX-73, dated July 29, 2009.

Products and ordering information in this Authorized FAS Information Technology Schedule Pricelist are also available on the GSA Advantage! System (http://www.gsaadvantage.gov).

http://www.softwareagusa.com/

SOFTWARE AG, INC.

TABLE OF CONTENTS

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

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

SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL

PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM

NUMBER 132-50)

SIN 132-50 TRAINING PRICE LIST

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL

SERVICES (SPECIAL ITEM NUMBER 132-51)

SIN 132-51 IT PROFESSIONAL SERVICES PRICE LIST

USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS ... 41

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INFORMATION FOR ORDERING ACTIVITIES

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 Acquisition Service. 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.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage!™ and the Federal Acquisition Service Home Page (www.fss.gsa.gov) 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.

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

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

Orders:

Software AG, Inc.

Attn: Federal Orders 11700 Plaza America Drive Suite 700 Reston, VA 20190 703-860-5050

Remittance:

Software AG, Inc.

PO Box 910600 Dallas, TX 75391-0600 703-860-5050

Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor and the ordering agency may agree to use the credit card for

GS-35F-5054H www.softwareagusa.com Page 2 dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). 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:

Ordering Assistance: 703-860-5050

Technical Assistance: 800-525-7859

3. LIABILITY FOR INJURY OR DAMAGE

The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity 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: 173885450 Block 30: Type of Contractor - C. Large Business Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 54-0943991

4a. CAGE Code: OJMA1

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_________ _30__ Days 132-34_________ _30__ Days 132-50_________ _30__ Days 132-51_________ _30__ Days

b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities 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 activity, 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.

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7. DISCOUNTS:

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

a. Prompt Payment: 2% - 20 days from receipt of invoice or date of acceptance, whichever is later.

Does not apply to credit card payments or payments for maintenance, training, or professional services.

b. Quantity – N/A, except as set forth in the pricelist

c. Dollar Volume – N/A, except as set forth in the pricelist

d. Government Educational Institutions – Same as offered to other Educational Institutions with same restrictions, but with GSA Schedule Discount applied.

e. Other – None – except see “Price Discounts: under Terms and Conditions Applicable to Software and Maintenance

8. TRADE AGREEMENTS ACT OF 1979, AS AMENDED:

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:

None

10. SMALL REQUIREMENTS:

The minimum dollar value of orders to be issued is $10.

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 as a Service Special Item Number 132-51 - Information Technology Professional Services

b. The Maximum Order value for the following Special Item Numbers (SINs) is $25,000:

Special Item Number 132-50 - Training Courses

12. ORDERING PROCEDURES 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:

Ordering activities 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

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Telecommunication Standards (FED-STDS), which are cited by ordering activities, 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 2003)

(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 reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.

(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.

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(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.

(k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule), the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

Any ordering activity, 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 ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

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:

(1) Manufacturer;

(2) Manufacturer's Part Number; and

(3) Product categories.

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

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

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 8.402(f).

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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:

Orders restricted to USA (including America Samoa, Guam, Puerto Rico and U.S. Virgin Islands)

Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, as available, in accordance with all applicable ordering activity regulations. Such ordering activity 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, Industrial Funding Fee and Sales

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Reporting, 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 ordering 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 or 132-9.

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.softwareagusa.com/legal/508

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 http://www.softwareagusa.com/legal/508 http://www.section508.gov/

GS-35F-5054H www.softwareagusa.com Page 8 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.

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

SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION

TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

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

2. GUARANTEE/WARRANTY

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

Software AG represents and warrants that each Product furnished to the government by Software AG will substantially conform in all material respects to the Product’s documentation. This warranty shall remain in effect for ninety (90) days from the date of installation or, in the event that the Government installs the Products, the date of the Government’s receipt thereof (“Warranty Period”). This warranty shall be null and void unless the Product: (i) has been strictly maintained in accordance with the Software AG’s standards, (ii) has been properly used by the Government; and (iii) has not been modified. This warranty shall not apply to any Products that have been used in combination with any other product in a combination not provided by or approved in writing by Software AG. The Government shall notify Software AG of any alleged warranty breach in writing as soon as reasonably possible. Software AG’s sole responsibility under this warranty, and the Government’s sole remedy, shall be for Software AG to expend commercially reasonable efforts to correct the Product in question. In the event that the Government notifies Software AG that a Product fails to meet any warranty herin and Software AG thereafter determines that the Product in question is in compliance with the applicable warranty, the Government shall reimburse Software AG for all labor and costs associated with the investigation and resolution of the purported failure, at Software AG’s then GSA Schedule professional services rates.

THE GOVERNMENT HEREBY EXPRESSLY AGREES THAT THE FOREGOING EXPRESS

WARRANTY IS THE ONLY WARRANTY MADE BY SOFTWARE AG WITH RESPECT TO THE PRODUCTS

AND THE PROVISIONS OF ANY TECHNICAL SERVICES OR OTHER SERVICES. SOFTWARE AG AND ITS LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

MERCHANTABLILITY OR FITNESS FOR A PARTICULAR PURPOSE.

b. 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 (800.525.7859) for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available:

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6 a.m. to 6 p.m. U.S. Mountain Standard Time, Monday through Friday (except holidays and scheduled down times). Emergency requests can be handled 24 hours a day, seven days a week.

4. SOFTWARE MAINTENANCE

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

X_______ 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 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.

5. PERIODS OF 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. Maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.

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

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

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

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

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

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

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(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.

(6) FAR Clause 52.227-19 COMMERCIAL COMPUTER SOFTWARE – RESTRICTED RIGHTS (JUNE 1987) is incorporated by reference as part of this pricelist.

(7) Software licenses are also by installation location, by operating system, and by licensing metric (e.g. number of processors, servers, users, developers, app-servers, etc.) as designated in the pricelist under SIN 132-33 and 132-34.

9. SOFTWARE CONVERSIONS - (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

GS-35F-5054H www.softwareagusa.com Page 12 amount that was paid to purchase the earlier version. To do a software conversion, the particular software must be on Maintenance.

10. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The latest descriptions of the software nad related maintenance may be found at www.softwareagusa.com. The software offered hereunder may be used in the operating system environments designated in the pricelist. Product documentation accompanying the software will be in electronic form and will consiste of Product Release Notes, Installation Instructions, and User Manuals. Such electronic documentation may be purchased separately for a fee as set forth in the pricelist.

11. RIGHT-TO-COPY PRICING

Right-to-copy pricing is not offered hereunder, except for Workstation-based software. For Workstation software ordered on a per-user basis in quantities greater than ten (10) units, Contractor shall ship ten (10) full Workstation Software Product kits and the Customer shall have the right to install such Software on multiple Workstations. Pricing for this volume installation is set forth in the pricelist. For orders which require shipment greater than ten (10) Workstation Software Product kits, the single user license price shall apply and no volume discounts shall be applicable.

12. CONSOLIDATION OF DATA CENTERS

In the event two agencies or departments who hold separate licenses for Software AG Products consolidate or otherwise combine or merge data centers or reduce the number of CPU’s on which Software AG Products are running, each separate license holder must separately license and maintain their Software AG license on the new CPU. For example, if two agencies or departments merge or consolidate data centers for which separate licenses were held by the respective agencies or departments prior to such consolidation, each entity which held the license prior to the consolidation must continue to hold and maintain that license separately.

The licenses and maintenance held by each agency or department must be for the CPU on which the software resides and no license for any logical partition of such may be granted. No time sharing or partitioning is authorized under this Contract.

13. MSU AND PARALLEL SYSPLEX LICENSES

Measured Service Units (MSU’s) are a rating of computer capacity and speed, similar to MIPS. Software AG determines the MSU rating of ach machine using information principally from the machine manufacturer. A Parallel Sysplex is a configuration of multiple machines acting as a single logical machine. Parallel Sysplex configurations must use MSU-based pricing, which is set forth in the pricelist. Parallel Sysplex licenses must be licensed at the MVS/ESA or higher level of functionality. No secondary license, second site license or production license discounts apply to MSU-based pricing. If a customer has multiple machines in a single data center, the aggregate of all the MSU’s of all the machines where the Products are allowed to execute form the base configuration to which capacity may be added. In a Parallel Sysplex configuration, the aggregate of all the MSU’s in the Sysplex where the Products are allowed to execute form the base configuration. MSU licenses may not be partitioned or taken below the Central Electronic Complex (CEC) level. Customers may not change from group-based pricing to MSU-based pricing without changing the configuration of the machine(s) involved. When changing from group pricing to MSU pricing, a credit will be given for the maximum number of MSU’s in the group of the currently-licensed machine. The maximum number of MSU’s shall be determined by the maximum number of MSUs in the Mainframe Hardware Groups located in the pricelist under SIN 132-33 Mainframe Hardware Models. Maintenance for MSU licenses less than or equal to 80 MSUs will be calculated using the Group based maintenance rates under SIN 132-34 for the number of MSU’s licensed, as set forth under SIN 132-33. For example, a license for 36 MSU’s would translate to a Group 70 machine. Annual maintenance for the 36 MSU license will be calculated using the rates set forth under SIN 132-34 for a Group 70 license. Software AG utilizes http://www.softwareagusa.com/

GS-35F-5054H www.softwareagusa.com Page 13 a 6 MIPs to 1 MSU ratio when converting licenses based on MIPs to licenses based on MSUs. Maintenance for MSU licenses greater than 80 MSUs will follow the MSU formula for maintenance found in the pricelist under SIN 132-34.

14. LOGICAL PARTITIONS.

Software AG does not have logical partition (LPAR) pricing for its Group-based or its MSU-based mainframe licenses.

15. CONVERSION OF GROUP-BASED PRICING TO USER-BASED PRICING

On the DEC/Open VMS operating system, licenses currently held on a CPU-specific license can be converted to user-based licenses. On the UNIX operating system, licenses currently held on a CPU-Group-and-users-specific license shall be converted to user-based licenses. The licenses may be converted either to named user licenses or concurrent user licenses. To convert to a named user license, the fee paid by the customer for the group based license shall be divided by the sum of the single user license fees for named users for those Products. To calculate the initial number of concurrent users, the license fee paid by the customer for the group based license shall be divided by the sum of the single user license fees for concurrent users for those products.

All license fees applicable to this conversion are set forth under SIN 132-33. Maintenance on those licenses will then be calculated using the rates set forth under SIN 132-34.

16. CONTRACTOR LIABILITY

Software AG shall not be liable for any injury to Government personnel or damage to Government property arising from the use of the software provide by Software AG unless such injury or damage is due to the fault or negligence of Software AG. Furthermore, Software AG liability arising out of this Contract, and the Government’s sole and exclusive remedy for any damages arising out of its use of the product, shall be limited to the Government’s direct damages, but in no event, shall the liability exceed the amount of payments made by the Government to Software AG pursuant to this Contract in the twelve (12) month period immediately preceding such event. The Government further agrees that Software AG shall not be liable for any damages incurred by the Government or any other person as a result of the Government’s use or misuse of product even if Software AG had been advised of the possibility of such damages. Software AG shall not be liable for any consequential, special or incidental damages or any other claim or demand by or against the Government. The parties acknowledge that the foregoing limitation of liability shall control over any inconsistent provision of this Contract.

Software AG will not be liable for delays or failures in performance due to causes beyond its control or for damages caused by the Government’s failure to perform their responsibilities.

17. PRICE DISCOUNTS: LICENSE (132-33) AND MAINTENANCE (132-34)

Note: Basic License Fees by product, operating system and hardware group are included under SIN 132-33.

Discounts may not be accumulated, except for a Beta Site discount. If more than one discount is potentially applicable, only the highest may be given.

a. Education Discounts.

(1) Administrative Copy. A 15.3% discount for software products will be given to bona fide government education institutions. Bona fide educational institutions are defined as service academies and war colleges. This discount does not apply to Maintenance Services (132-34).

(2) Academic/Instructional-Use Copy. A free license of ADABAS, NATURAL and PREDICT will be granted for academic/instructional use at bona fide educational institutions. Maintenance must be paid for the first year. Software AG software products must appear in course curriculum. Software AG reserves the right to audit academic computer usage.

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b. Execute Only copies

The Execute Only pricing is a 50% discount by mainframe hardware group if the product is licensed within 12 months of initial purchase date. Maintenance is discounted 50% by mainframe hardware group. This discount does not apply to licenses that are not mainframe hardware group-based.

Execute Only copies are not used for development applications and a developmental copy must have been acquired. The development copy must be used on the same or higher hardware group CPU. An Execute Only Copy is not installed or supported by Software AG; training and documentation is available at the prices listed herein.

The only products eligible for Execute Only pricing are ADABAS and NATURAL.

c. Secondary License.

A second or more cop(ies) on one or more mainframe CPU’s in the same physical location and under the same technical management and control will be discounted 50% by hardware group for license purchases and maintenance. This discount does not apply to licenses that are not mainframe hardware group-based.

Documentation will not be provided for the secondary license.

d. Prompt Payment Discount.

Invoices for product purchases paid within 20 days of date of invoice will be discounted 2%.

Maintenance, Documentation and Services are not subject to prompt payment discount. Credit Card Orders are excluded from this discount.

e. Limited Use/Restricted License Discount.

A Limited Use License is used whenever a Product is included in a product solution due to technical requirements and only a few capabilities of the Product are used. A Restricted License (sometimes known as Application Specific or Single Application License) limits the use of the Product to a defined application, even though the full functionality of the Product is available for use. The granting of a Limited Use/Restricted License

vs. a full use license (both sets are subject to the Utilization Limitations) is at the sole discretion of Software AG.

The level of discount on license and/or maintenance fee will vary based on the applicable limitation/restriction.

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TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF

TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL

INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE

(SPECIAL ITEM NUMBER 132-50)

1. SCOPE

a. The Contractor shall provide training courses normally available to commercial customers, which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation.

b. The Contractor shall provide training at the Contractor's facility and/or at the ordering activity's location, as agreed to by the Contractor and the ordering activity.

2. ORDER

Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this contract. Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY

The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity.

4. CANCELLATION AND RESCHEDULING

a. The ordering activity will notify the Contractor at least ten (10) days before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class.

b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge.

c. The ordering activity reserves the right to substitute one student for another up to the first day of class.

d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT

The Contractor agrees to provide each student with reasonable telephone support for the purpose of seeking clarification only on the course materials for a period of thirty (30) days from the completion of the training course.

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6. PRICE FOR TRAINING

The price that the ordering activity will be charged will be the ordering activity…