HC102818R0109.pdf

SEE ADDENDUM

(No Collect Calls)

HC102818R0109 12-Jul-2018

b. TELEPHONE NUMBER

618-229-9231

8. OFFER DUE DATE/LOCAL TIME

10:00 AM 20 Jul 2018

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

HC10289. ISSUED BY

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

MICHAEL F. MORRIS

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

DISA/DITCO-SCOTT-PL83

2300 EAST DRIVE

SCOTT AFB IL 62225-5406

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE H98272 16. ADMINISTERED BY

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

DISA ENTERPRISE SERVICES

1 OVERCASH AVENUE,

LETTERKENNY ARMY DEPOT

CHAMBERSBURG PA 17201-4123

ANGELA COONS

TEL: 717-267-8570 FAX:

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$38,500,000

NAICS:

511210

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

HC102818R0109

Section SF 1449 - CONTINUATION SHEET

508 STANDARDS

The Section 508 Accessibility Standards applied to this requirement are as follows:

Technical Standards

1194.21 - Software Applications and Operating Systems

1194.22 - Web Based Intranet and Internet Information and Applications

1194.23 - Telecommunications Products

1194.24 - Video and Multimedia Products

1194.25 – Self-Contained, Closed Products

1194.26 – Desktop and Portable Computers

1194.41 – Information, Documentation and Support

Functional Performance Criteria

1194.31 – Functional Performance Criteria

Contractors must specifically address any Section 508 compliance exceptions in their quotation submission (by submitting a quote you are accepting the 508 standards).

EXHIBIT A - SOFTWARE LIST

Exhibit A – Software List

SOFTWARE LIST

SAS Product Name Annual Renewal Fee per MIPS

Base SAS

SAS/EIS

SAS/GIS

SAS/GRAPH

SAS/MDDB

SAS/AF

SAS/ASSIST

SAS/CONNECT

SAS/ETS

SAS/FSP

SAS/INSIGHT

SAS/LAB

SAS/Online Tutor

SAS/OR

SAS/QC

SAS/SHARE

SAS/STAT

SAS/TOOLKIT

SAS/ACCESS Interface to ADABAS SAS/ACCESS Interface to

DATACOMB/DB

SAS/ACCESS Interface to DB2 SAS/ACCESS Interface to IDMS/R SAS/ACCESS Interface to IMS-DL/I SAS/ACCESS Interface to ORACLE SAS/ACCESS Interface to PC File Formats

SAS/ACCESS Interface to Teradata SAS/ACCESS Interface to System 2000 SAS/System 2000 SAS/System 2000 CICS Interface SAS/System 2000 Multi-User

SAS/IML

SAS/SESSION for CICS SAS/C Compiler

EXHIBIT B - MANDATORY REQ

Exhibit B – Mandatory Requirements

DISA Statistical Analysis System (SAS) Software Licensing and Software Support with Sub-Capacity Savings Requirements

As of June 20, 2018

1.0 SCOPE

1.1 Background

The Defense Information Systems Agency (DISA) is a combat support agency responsible for planning, engineering, acquiring, fielding, and supporting global net-centric solutions to serve the needs of the President, Vice President, the Secretary of Defense, the Joint Chiefs of Staff, the Combatant Commanders, other Department of Defense (DoD) components and Federal agencies, under all conditions of peace and war. Providing world-class computing services that enable the DoD community to better execute its mission, DISA is recognized as the DoD's number one provider of personnel, payroll, logistics, accounting, and medical records processing. To maintain this status within the DoD, DISA must lead in five (5) areas:

• Speed--deliver IT capabilities and services faster

• Power to the edge--extend services to the edge

• Operational excellence--accelerate operational effectiveness and efficiency

• Sharing and defending information--enable information sharing while staunchly protecting it

• Best value–-ensure customers know and understand the value of DISA capabilities and services

This Exhibit B states DISA’s requirements on:

• DoD software licensing

• Software entitlements

• Software support

• Contract administration

• Information Technology Asset Management (ITAM)

• Software Investment Management (SIM)

• Product media requirements and technical documentation

The requirements stated within provide the governance over the SAS software products to be procured or currently installed and supporting applications transmitted to or processed by DISA.

Consolidating and managing software licenses and support under one Enterprise contract ensures DISA and the DoD avoids duplication of IT assets and functionality, avoids acquisition of excess software capacity, promotes centralized visibility of software assets, and improves inventory configuration management and control. Successful and effective contract management, ITAM, and SIM assists in accomplishing these objectives for DISA and the DoD. DISA leverages these principles to develop agreements beneficial to all parties; providing assured, uninterrupted computing services to the DoD and the war fighter, improving DoD ITAM, and establishes specific terms that allow DISA to maintain compliant and accurate IT asset configurations.

1.2 The contract is an Enterprise contract that is negotiated directly by Defense Information Technology Contracting Organization/DISA with the contractor and contains specific terms and conditions (T’s &C’s) to support the needs of DISA, the DoD, and its customers. This contract has one (1) base year with four (4) one-year options.

Exercise of an option year is dependent upon a Government assessment of their requirement. Exercise of an option must be in the best interest of the Government.

1.3 In accordance with the terms of this contract, the contractor authorizes DISA operation of the software products on all DISA and DISA/contractor-supported platforms. Integration of these products into DISA’s infrastructure will assist supporting systems, networks and applications where DISA has the responsibility for computing services.

1.4 Other than software licensing and support fees agreed upon by DISA and the contractor and/or its authorized reseller(s) and incorporated into the contract, there are no other deliverables or requirements under this contract.

1.5 Upon contract award, all software support on existing DISA contracts associated with the contractor’s products identified in DISA’s Enterprise inventory, as stated in Exhibit C – Active Inventory will be canceled or not renewed, at no cost to the Government, and software support will begin without a break in service under the T’s & C’s of the new contract. If necessary, Software Licensing and Software Support with Sub-Capacity Savings categorization will be redefined in accordance with the T’s & C’s of the new contract.

1.6 The contractor’s software products identified with the new contract, but licensed to other DoD and Federal agencies, may be transferred to DISA and incorporated under the contract to process workloads or mission assignments realigned to DISA. Contractor software products procured through other methods outside of the contract (e.g., other contracts or contracting vehicles, Blanket Purchase Agreements (BPAs), or other Government purchasing methods) and then added to the new contract after contract award may obtain software support in accordance with the T’s & C’s and pricing established in the new contract.

2.0 DoD ENTERPRISE SOFTWARE LICENSING AND SUPPORT WITH SUB-CAPACITY

SAVINGS REQUIREMENTS

DISA’s current software licensing is on a “perpetual” basis. DISA’s payment and the contractor’s acceptance of any “one-time” initial licensing fee provides for indefinite use of the software product. Unless otherwise designated, licenses covered under the contract are perpetual and may be used without contractor provided support.

2.1 The contractor shall ensure that the software products and any product enhancements associated with the products in this contract will support commercially available operating systems, hardware, and processing environment technologies including, but not limited to, 64-bit architecture, Sysplex environments, zSeries/Operating System (z/OS), and z/Virtual Machine (z/VM) and their associated follow-on operating systems software.

2.2 License Terms and Conditions

2.1.1 License Grant. The term of this contract (“Term” or “term”) shall be for the Base Contract Period from October 1, 2018 through September 30, 2019 with four 1- year option periods.

The contractor grants DISA a non-exclusive, non-assignable and non-transferable (except as explicitly permitted in this contract) license to use the Software on Authorized Hardware during the term of the contract. The Software may be accessed by DISA (including DISA employees and DISA contractors while working on behalf of DISA) and by DISA Customers (collectively, “Users”). This license supersedes and replaces the licenses previously granted by Contractor under Contract No. HC1028-14-C-0011 as the same was amended and modified. DISA will install only Software which DISA has received a Product Authorization Code. DISA’s Users may only use the Software while doing work for DISA or the DISA Customer. DISA Customer Users are only permitted to use the Software while doing work for that DISA Customer. The Software may not be used to provide facilities management, application or data service provision, outsourcing, time-sharing, and data or information technology management for entities other than DISA or DISA Customers, provided that for clarification, the foregoing restriction on facilities management does not exclude use of the Software to process data with respect to the real estate facilities by DISA or DISA Customers. In the event that any DISA Customer uses the Software in a manner that is not permitted as described above (in Section 2.1.1), DISA will cooperate with contractor to enforce the applicable license restriction.

2.1.2 License Fees. Upon execution of this contract, contractor shall invoice and DISA shall pay the Annual Renewal Fee per Logical Partition (LPAR) for the Software products currently in DISA’s Enterprise Inventory for the first year of the term. The specific fees per product and LPAR with respect to the Inventory as of October 1, 2018 are set forth in Exhibit A – Software List and is identified therein in the Starting Annual Renewal Fee per LPAR column. Exhibit A – Software List will be updated as described in Section 2.1.2.1.

2.1.2.1 Within fifteen (15) days after the first day of each calendar month during the term of the contract, DISA shall notify Contractor in writing of any changes to the Inventory as of the last day of the previous calendar month, including, but not limited to, any additional hardware and any additional Software products and any changes in the “Millions of Instructions Per Second (MIPS) by Logical Partition (LPAR). Provided that DISA renews its licenses of the Software for each succeeding Option Year pursuant to this contract, the average of the MIPS attributed to each LPAR for all Authorized Hardware each month during the first ten (10) months of the initial year of the license commencing October 1, 2018 plus the last two (2) months of the last year of the prior contract, and during the twelve (12) month period ending with the tenth (10th) month of the year for each succeeding four (4) years of the Agreement (such average for each year is defined as the “Annual Average LPAR MIPS”) shall be deemed to constitute the Baseline LPAR MIPS for the applicable succeeding renewal year, except as follows: During the applicable period as described above (defined as “Annual MIPS Calculation Period”) for which the Annual Average LPAR MIPS has been calculated, if any mainframe machine in the Authorized Hardware is upgraded or downgraded by DISA to a mainframe machine with a higher or lower MIPS rating (such machine upgrade or downgrade being defined as an “Adjustment Event”), the months included in the calculation of the Baseline LPAR MIPS shall only be the months in the applicable Annual MIPS Calculation Period from the occurrence of the applicable Adjustment Event through the last month of the applicable Annual MIPS Calculation Period. In addition, the parties may subsequently agree in writing to further adjustments to the calculation of the Baseline LPAR MIPS as a result of the occurrence of other anomalous events impacting the calculation of the Baseline LPAR MIPS. If a Software product is in active inventory in an LPAR at the end of the applicable Annual MIPS Calculation Period, the Baseline LPAR MIPS shall be deemed to constitute the Baseline MIPS by LPAR for that Software product in that LPAR. If a Software product is not in active inventory in an LPAR at the end of the applicable Annual MIPS Calculation Period, the Baseline MIPS by LPAR for that software product in that LPAR will be zero (0). With respect to the report for the last day of the 10th month, DISA will provide an audit report for the preceding Annual MIPS Calculation Period (as applicable) defined as “Audit Report”. The inventory in Addendum 2 will be updated to produce the Audit Report. At award of this contract, Addendum 2 identifies the inventory in the column titled Product Installed at End of Previous Year, and identifies the fees due at award per Software product and LPAR in the column titled Starting Annual Renewal Fee per LPAR. A Sample Audit Report is provided as Exhibit E – Sample Audit Report hereto.

The Sample Audit Report serves as an example of Annual Average LPAR MIPS, Baseline LPAR MIPS, and Baseline MIPS by LPAR calculations. As shown in the MIPS inventory portion of the Sample Audit Report, the Annual Average LPAR MIPS is calculated by averaging the MIPS each month for each LPAR. In the case of LPAR MFBP, the 12 months of data shown averages to 372.25 MIPS. The MIPS are then rounded to 372 MIPS in accordance with section (2.4.2.1) below. In the case of LPAR MFBP, an Adjustment Event occurred. In February, the capacity of LPAR MFBP was increased. Due to this Adjustment Event, the Baseline LPAR MIPS was calculated by averaging the MIPS each month for only the months March through October. The eight (8) months of data shown averages to 420.75 MIPS. The MIPS are then rounded to 421 MIPS in accordance with section (2.4.2.1) below. In the product inventory portion of the Exhibit D - Sample Audit Report, since Base SAS is present in LPAR MFBP in October, the Baseline MIPS by LPAR for Base SAS in LPAR MFBP is 421 MIPS. Since SAS/AF is not present in LPAR MFBP in October, the Baseline MIPS by LPAR for SAS/AF in LPAR MFBP is 0 MIPS.

2.1.2.2 For each Software product in an LPAR, the average of the MIPS attributed to the LPAR for each month the Software product is installed in the LPAR during the applicable Annual MIPS Calculation Period (such average for each year is defined as the “Annual Average MIPS by LPAR”) shall be deemed to constitute the MIPS by LPAR for that Software product in that LPAR. If the MIPS by LPAR for that Software product in that LPAR exceeds the Baseline MIPS by LPAR for that Software product in that LPAR for that year, contractor shall invoice and DISA shall pay as additional license fees an amount equal to the product obtained by multiplying the Annual Renewal Fee per MIP, discounted by 40%, by the excess number of MIPS derived by subtracting the Baseline MIPS by LPAR for that Software product in that LPAR for that year from the MIPS by LPAR for that Software product in that LPAR for that year.

The Sample Audit Report, at Exhibit E, serves as an example of MIPS by LPAR and additional license fee calculations. As shown in the product inventory portion of the Sample Audit Report, the MIPS by LPAR for Base SAS in LPAR MFAP is calculated by averaging the MIPS of each of the twelve (12) months that Base SAS was present in the LPAR. The twelve (12) months of data shown averages to 108.25 MIPS. The MIPS are then rounded to 108 MIPS in accordance with Section (2.4.2.1) below. In the case of SAS/Graph in LPAR MFCP SAS/Graph was installed in June. Since SAS/Graph was not installed for the entire year, the MIPS by LPAR was calculated by only including the MIPS each month for the months June through October in the twelve (12) month average. The five (5) months of data shown totals to 745 MIPS. The 745 MIPS is divided by twelve (12) to produce a MIPS by LPAR of 62.08 MIPS for SAS/Graph in LPAR MFCP. The MIPS are then rounded to 62 MIPS in accordance with Section (2.4.2.1) below.

To determine additional license fees owed for Base SAS in LPAR MFAP, the Baseline MIPS by LPAR of 100, identified as Previous Baseline MIPS by LPAR in the Sample Audit Report, are subtracted from the MIPS by LPAR of 108.

108 MIPS by LPAR – 100 Baseline MIPS by LPAR = 8 excess MIPS

The eight (8) excess MIPS resulting from the previous calculation (identified as MIPS by LPAR Change in the Sample Audit Report) are multiplied by a sample Annual Renewal Fee Per MIPS for Base SAS of $300.00 discounted by 40% to determine the additional license fees.

8 MIPS * $300.00/MIPS * (1-40%) = $1,440.00

To determine additional license fees owed for SAS/Graph in LPAR MFCP, the Baseline MIPS by LPAR of 0, identified as Previous Baseline MIPS by LPAR in the Sample Audit Report, are subtracted from the MIPS by LPAR of 62.

62 MIPS by LPAR – 0 Baseline MIPS by LPAR = 62 excess MIPS

The 62 excess MIPS resulting from the previous calculation (identified as MIPS by LPAR Change in the Sample Audit Report) are multiplied by a sample Annual Renewal Fee per MIPS for SAS/Graph of $90.00 discounted by 40% to determine the additional license fees.

62 MIPS * $90.00/MIPS * (1-40%) = $3,348.00

2.1.2.3 If the MIPS by LPAR for the Software product in the LPAR for such year (calculated in accordance with Section 2.1.2.2 above) is less than the Baseline MIPS by LPAR for the Software product in that LPAR for that year, contractor shall issue a credit to DISA that may be applied to DISA’s obligations to pay the additional license fees resulting from Section 2.1.2.2 or the Annual Renewal Fee per LPAR for all LPARs and Software Products in the inventory as of the first day of the next annual period during the term of the contract. In the event a credit applies at the expiration of the last year of the term of the contract, the credit may be applied to DISA’s obligations with respect to DISA’s license of the Software under a new contract as described in Section (2.9) below or under a new license pursuant to GSA Contract No. Input on contract award (or its successor) as set forth in Section (2.9) below.

The credit shall be the amount equal to the product of the Annual renewal Fee per MIPS, discounted by 40%, multiplied by the remainder obtained by subtracting the MIPS by LPAR for that Software product in that LPAR for that year from the Baseline MIPS by LPAR for that Software product in that LPAR for that year.

A Sample Audit Report, at Exhibit E, serves as an example of credit calculations. As shown in the product inventory portion of the sample Audit Report, to determine the credit for Base SAS in LPAR MFCP, the MIPS by LPAR for Base SAS in LPAR MFCP of 177 are subtracted from the Baseline MIPS by LPAR of 200 for Base SAS in LPAR MFCP, identified as previous baseline MIPS by LPAR in the Sample Audit Report.

200 Baseline MIPS by LPAR – 177 Annual Average MIPS by LPAR = 23 MIPS

The 23 MIPS resulting from the previous calculation (identified as a negative number under MIPS by LPAR Change in the Sample Audit Report) are multiplied by a sample Annual Renewal Fee Per MIPS for Base SAS of $300.00 discounted by 40% to determine the credit, which is represented by a negative number in the Sample Audit Report.

23 MIPS * $300.00/MIPS * (1-40%) = $4,140.00

To determine the credit for SAS/AF in LPAR MFBP, the MIPS by LPAR for SAS/AF in LPAR MFBP of 74 are subtracted from the Baseline MIPS by LPAR of 250 for SAS/AF in LPAR MFBP, identified as Previous Baseline MIPS by LPAR in the Sample Audit Report

250 Baseline MIPS by LPAR – 74 MIPS by LPAR = 176 excess MIPS

The 176 MIPS resulting from the previous calculations (identified as a negative number under MIPS by LPAR Change in the Sample Audit Report) are multiplied by a sample Annual Renewal Fee Per MIPS for SAS/AF of $180.00 discounted by 40% to determine the credit, which is represented by a negative number in the Sample Audit Report.

176 MIPS * $180.00/MIPS * (1-40%) = $19,008.00

2.1.2.4 With respect to any Software listed in Exhibit A that has not been previously licensed and that is being newly licensed by DISA for use on mainframe machine(s) by DISA, DISA may add such Software to the Inventory during the Term by written modification to this Agreement. The modification shall identify the Software product(s) being newly licensed by DISA, the applicable machine information for all DISA mainframe machines on which the Software will be initially installed including each LPAR and the MIPS by LPAR. Upon receipt of the modification, Contractor shall provide the applicable product authorization code(s) for such newly licensed Software for the remainder of the then current annual license renewal period under this Agreement. The terms of this Agreement shall apply to DISA’s license of that Software including any additional terms pursuant to Section (2.1.2.6) below.

For example, DISA shall include such Software in its reports pursuant to Section (2.1.2.1) commencing with receipt of the product authorization codes from Contractor for such Software. In addition the applicable Annual Renewal Fee Per MIP shall apply to the license of such Software commencing with the first month of DISA’s license of such Software as provided in Section (2.1.2.2 and 2.1.2.3) except that the 40% discount shall not apply to the initial annual period with respect to newly licensed software.

2.1.2.5 In connection with the new licensing by DISA pursuant to Section (2.1.2.4) above of any Software listed in Exhibit A that has not previously been licensed by DISA pursuant to this contract, if any additional terms apply to such Software that are not included in this contract, Contractor shall notify DISA of such terms in connection with the new license of such Software and this contract shall be amended as mutually agreed by Contractor and DISA with respect to the addition of such terms.

2.1.2.6 If DISA desires to add New Software to the Inventory in addition to the Software in Exhibit A, the parties will negotiate in good faith to establish the appropriate pricing and terms for any New Software and amend Exhibit

A accordingly. In that regard, during the term of this Agreement, in the event that DISA desires to license SAS software (other than the Software listed in Exhibit A) that is available under Federal Supply Schedule Contract No.

to be input on contract award held by to be input on contract award, DISA may license such software pursuant to the terms of the GSA Contract by issuing an Order to be input on contract award that incorporates the terms thereof, at the then current initial year fees pursuant to the GSA Contract less a discount of fifteen percent (15%), whether such software is licensed by DISA for use in a mainframe environment or a desktop or server environment. With respect to any such software that is licensed by DISA pursuant to the GSA Contract as set forth above from to be input on contract award, DISA may purchase renewals from to be input on contract award pursuant to the GSA Contract at a discount of fifteen percent (15%) off the then current renewal fees under the GSA Contract during the term of this Agreement. In the event of a license by DISA of any such additional SAS Software not listed in Exhibit A pursuant to the GSA Contract as set forth in this section, at DISA’s request, contractor will negotiate in good faith with DISA with respect to an amendment to the terms of this Agreement in order to permit DISA to renew the applicable license/support of such software under the terms of this Agreement as amended, provided that it is acknowledged that contractor’s royalty and reporting obligations with respect to any third party software included in such additional SAS Software will be required to be addressed in a mutually acceptable manner.

2.1.2.7 In the event that DISA has previously licensed SAS software for use on a desktop or server environment pursuant to the terms of the GSA Contract from to be input on contract award, during the term of this Agreement DISA may purchase maintenance renewal with respect to the licenses of such software from to be input on contract award pursuant to the GSA Contract at a discount of fifteen percent (15%) off the then current and applicable support renewal fees with respect to applicable software licenses.

2.1.2.8 In the event that DISA desires to add Software included in the Inventory to additional DISA mainframe machines during an annual license period pursuant to this contract, DISA shall provide to contractor the machine, make, model, serial number, and software product, and contractor shall then provide the applicable Product Authorization Codes for such software and machine for the remainder of the then current annual license period. The MIPS associated with all such Software and mainframe machines shall be reported by DISA in accordance with Section (2.1.2.1) above.

2.1.2.9 Contractor will invoice the first annual installment of the license fees as set forth in these terms as soon as both parties enter into this contract (but in any event after 30 September 2018). Contractor will invoice the annual installments for the remaining Option Years of the term if exercised by DISA upon receipt of DISA’s order exercising its option for the applicable Option Year.

2.1.2.10 Contractor will invoice the additional license fees or issue a credit pursuant to Sections 2.1.2.2 or 2.1.2.3 upon receipt of the applicable Audit Report issued by DISA pursuant to Section 2.1.2.1.

2.1.2.11 Contractor shall invoice the initial license fee for any newly-licensed Software pursuant to Sections 2.1.2.4 upon receipt of the Audit Report issued by DISA pursuant to Section 2.1.2.1.

2.2 Software Product Authorization Codes

2.2.1 The Contractor will provide one (1) year Product Authorization Codes for each year for DISA’s then current Inventory when it receives DISA’s annual order for the renewal license of the Software.

2.2.2 The contractor shall send all keys to a central email box at: disa.meade.se.list.lob-mainframe-license-keys@mail.mil.

2.3 “Floor” Levels

Due to decreasing IT budgets, increasing audits of funded requirements, and DoD policy, the Contractor shall not impose minimum inventory levels of capacity / units (“floor” levels) to be maintained by DISA and shall not propose defined growth levels or growth percentages of inventory that must be maintained by DISA.

2.4 Calculating DoD Enterprise Software Usage

The contractor shall provide an Enterprise licensing model that clearly states the units of measurement for software usage for both Mainframe and Distributed environments (where applicable) that can be standardized for the life of mailto:disa.meade.se.list.lob-mainframe-license-keys@mail.mil mailto:disa.meade.se.list.lob-mainframe-license-keys@mail.mil the contract. The pricing model(s) and the Contractor’s proposal shall clearly state how inventory units can be increased, decreased, transferred and/or aggregated across the Enterprise.

2.4.1 Mainframe

Mainframe-based software licensing and maintenance support proposed by the contractor shall address the following:

2.4.2 Central Processing Unit (CPU) Rating Standard

DISA and the contractor shall recognize the CPU ratings published by Gartner, Inc. (industry neutral source) as the agreed upon CPU ratings for determining the full processing capacity of DISA’s mainframes. Use of ratings other than Gartner’s must be mutually agreed upon by DISA and the contractor prior to contract award.

In the event Gartner would cease to publish CPU ratings or should a unit of measurement other than those published by Gartner be selected, DISA and the Contractor shall mutually agree to an alternate source from which to obtain CPU ratings.

2.4.2.1 Licensed capacity shall be expressed in Million of Instructions per Second (MIPS) rounded to the nearest whole number. Throughout the life of the contract, when DISA acquires software licensing at a machine’s full capacity rating (see Section 2.5, Mainframe Ratings) or at an aggregated Enterprise level capacity, DISA shall retain software usage rights up to the capacity threshold of MIPS identified in DISA’s Enterprise inventory. When applicable, CPU-based and Logical Partition (LPAR) based capacity pricing models proposed by the Contractor shall be considered equal in terms of the MIPS capacity per software product in DISA’s Enterprise inventory (e.g., 252 CPU-based MIPS is equal to 252 LPAR-based MIPS and vice-versa).

2.4.2.1.1 DISA shall use the report entitled “Monthly Audit Report” for reporting LPAR MIPS capacity. This reports the DISA LPAR Grown MIPS, and is the same report used for the previous contract.

2.4.2.2 Capacity Increases

DISA shall have the right to increase the quantity of MIPS per software product, as in Exhibit C, throughout the life of the contract as business requirements and funding levels dictate. The contractor shall provide clearly stated pricing in the schedule of supplies and services for capacity increases.

2.4.2.3 Capacity Decreases

DISA shall have the right to decrease the quantity of MIPS per software product as reductions in business requirements and funding levels dictate. MIPS capacity removed from production and placed into DISA’s excess / reserve inventory for redeployment later, referred to as a temporary decrease, shall not incur maintenance charges.

2.4.3 Sub-Capacity Pricing / Workload License Charge (WLC) / Variable Workload License Charge (VWLC):

Sub-capacity based licensing, or Workload License Charge (WLC) / Variable Workload License Charge (VWLC), is in effect at all DISA sites and continues to be an evolving software licensing and pricing methodology, similar to the IBM’s sub-capacity licensing plan, which DISA’s Processor Line of Business (LOB), Engineering and ESD Logistics have implemented. DISA will require Contractors who desire to build long-lasting business support relationships with DISA and the DoD to propose methods, tools, and optional pricing models for this emerging methodology. For sub-capacity models, or WLCs / VWLCs, the Contractor shall:

2.4.3.1 Assist DISA in the collection and analysis of workload utilizations associated with the Contractor’s software products, via a Contractor suggested method or software usage tool, or via an industry accepted tool such as the Sub-Capacity Reporting Tool (SCRT) from IBM.

2.4.3.2 Offer recommendations for improving software utilization in order to deploy a sub-capacity model under a controlled scope (initially) to maximize the use of the software product(s) and reduce Enterprise costs.

2.4.3.3 Offer licensing and software support pricing options similar to IBM’s WLC methodology that would satisfy DISA’s requirements for DoD-Enterprise licensing and maintenance support and afford DISA cost savings associated with the sub-capacity utilization of the Contractor’s software products. Sub-capacity software licensing and maintenance costs are based on the defined capacity where products are deployed, which may be less than the full capacity rating of the mainframe.

2.4.3.4 Using established pricing, Contractor shall provide evaluation of impact on the utilization and support costs of the Contractor's software products during the implementation of replacement of z10 Business Class (BC) mainframes with z114 BC mainframes, and possible future upgrades to Enterprise Class or other newly introduced mainframe models.

2.4.3.5 When measuring sub-capacity software usage in terms of Million Service Units (MSU), the Contractor shall provide a clear conversion method for converting Enterprise licensed MIPS of a software product into MSU measurements. The Contractor shall provide examples to support the conversion rate(s) and work with DISA and the COR to validate Enterprise inventory capacity levels.

2.5 Non-Production Software Usage

DISA shall have the right to use the licensed software to perform non-production business operations. There shall be no additional charge for non-production testing or usage of the software products, regardless of the capacity thresholds established in the contract. These non-production business operations are critical to the success of computing services for the DoD and include, but are not limited to, the following areas:

• Quality Assurance / Quality Acceptance (QA) testing

• Release Management Factory (RMF) testing and distribution

• Disaster Recovery / Continuity of Operations (COOP) / Assured Computing Environment (ACE) testing

The following terms shall apply to such use:

DISA may:

(a) Install software support releases on DISA machines designated for CONTINUITY OF OPERATIONS (COOP) and/or utilize LATENT CPU capacity at no additional cost for the purpose of testing, disaster recovery, problem resolution, and to ensure there are no operational delays associated with the transition of the workload from a DISA-managed facility to COOP machines, provided that DISA shall not permit the software installed on such machines to be used for any production use by DISA or any DISA Customer, except as expressly permitted in Section 2.5.3.1 below. DISA may test in this environment four (4) times a year for a period of ninety (90) days each. Should the COOP machines assume production capability, the software products in use will be subject to charges in accordance with the charges charged for Software pursuant to 2.1.2 above.

(b) Authorize software use by a third-party for disaster recovery, and disaster recovery testing or disaster recovery production at no additional cost other than those relating to capacity increases pursuant to Section 2.1 above.

2.5.1 Software versions, releases, and maintenance fixes will be subjected to a centralized installation compatibility assurance checkout on a test domain at a DISA managed / maintained facility. This test domain may or may not be on the same CPU on which the software is licensed. Software subjected to installation compatibility checkout will not be made available for production, development use, or execution on other than the test domain.

2.5.2 Software Copying and Distribution

DISA shall have the right to copy and distribute licensed copies of the Contractor’s software and documentation by means of a distribution process governed by an Enterprise Configuration Management process. These managed processes assist in the adherence to software licensing compliance and usage throughout the Enterprise. This approach saves time and resources normally expended to install software from contractor-provided media (tapes, discs, or cartridges), and provides the contractor with a more efficient way to accommodate DISA’s centralized software distribution requirement.

DISA shall be entitled to all commercially available formats of the contractor’s product documentation. DISA will reproduce all legends, logos, and proprietary notices and ensure that copy quality is maintained.

The following terms apply to such activities:

DISA may distribute Contractor licensed software products and Documentation to the Defense Enterprise Computing Centers (DECCs) via the Defense Information Systems Agency (DISA) Mainframe Line of Business SEL14 Resource Management Factory RMF. The Software Factory is the process for technicians to download software versus installing software from Contractor-provided tapes or cartridges. Contractor products are loaded in the Software Factory domain in a generic install configuration, with minimal site customization. The System Support Office then provides the DECCs with the System Modification Program/Extended work, naming standards/conventions, customization parameters, and more precise installation instructions as related to the DISA operating environment.

The Software Factory is a web-based system using IBM’s Websphere Application Server and operates on a z/OS host at DECC Mechanicsburg. The host may or may not be on the same CPU on which the Contractor Products are licensed. Contractor products loaded in the Software factory are for distribution only and will not be used for production or development.

The Software Factory is secured by specific userid login. Security protocols involve the use of the Resource Access Control Facility security package on the mainframe to grant/restrict access to the area of the Mainframe Line of Business SEL14 RMF which allows DECC technicians to download software. A signed DISA Form 41 must be submitted to Mainframe Line of Business SEL14 and ISV Software Sustainment Branch before any access is granted. The Software Factory operates on secure network and follows MVS Security Technical Implementation Guideline (STIG) and Field Security Office (FSO) guidelines.

Contractor is not required to change the standard media on which Contractor delivers the licensed software to DISA.

To assist DISA in implementing the Software Factory, Contractor may deliver to DISA a tape containing additional Contractor software products that are not currently licensed by DISA pursuant to this contract. Contractor does not represent or warrant that the Software Factory process for distribution of the Software will perform correctly.

DISA shall be entitled to all commercially available formats of the Contractor’s product documentation as follows.

DISA will reproduce all legends, logos, and proprietary notices and ensure that copy quality is maintained.

The Contractor shall provide documentation for Error corrections, updates, revisions, new releases and/or versions and enhancements in electronic format as follows:

• One (1) copy shall be available through Internet access.

Documentation shall be consistent in content and format with the Contractor’s standard commercial practice. Each set of documentation shall be delivered to the Central Site Manager with its associated Software support release and/or software fix/patch consistent with requirements in Section 3.1.5 below and Section 2.2 above. The Central Distribution Site will be responsible for the reproduction and physical distribution of the documentation.

2.5.2.1 Centralized Distribution (Electronic)

DISA shall have the right to distribute licensed products to systems where DISA maintains computing services responsibilities. DISA’s electronic distribution method is governed by an Enterprise configuration management process supported by DISA’s Mainframe Line of Business SEL14 and ISV Software Sustainment Branch, RMF.

2.5.2.2 Centralized Distribution (Physical)

All requests by DISA for physical media (not downloaded or electronically acquired by DISA) of the contractor’s software and/or documentation shall be addressed by the contractor as the centralized physical distribution process, and shipments will be sent directly to the Central Distribution Site(s) as identified below. In emergency situations, DISA will work with the contractor to identify the emergency drop-shipment point and Point of Contact (POC).

DISA OPS DECC Mechanicsburg ATTN: Sheryl Orner 5450 Carlisle Pike, Bldg 309 South Mechanicsburg, PA 17055-0975

2.5.2.3 The contractor’s product shipments shall include the packaging and marking information on the packing slip that shall be affixed to the outside of the shipping container as identified below.

DISA OPS DECC Mechanicsburg ATTN: Sheryl Orner 5450 Carlisle Pike, Bldg 309 South Mechanicsburg, PA 17055-0975

2.5.3 Backup and Disaster Recovery

Software can be copied, installed, and operated for backup, disaster recovery testing (DISA Continuity of Operations (COOP) and Assured Computing Environment (ACE) and disaster recovery purposes.

2.5.3.1 Non-Production Use – Backup and disaster recovery testing (COOP) refers to the use of installed software to perform production environment backup operations and disaster recovery testing (COOP) to ensure installed software is available in the event of a disaster. Backup operations refers to copies of installed software placed on backup machines for use in the event of a disaster. Disaster recovery testing (COOP) occurs periodically to test installed software to ensure it operates in a different environment to ensure it operates in the event of a disaster.

There shall be no additional charges for backup copies or disaster recovery testing (COOP).

2.5.3.2 Production Use – Disaster recovery refers to the temporary or permanent use of installed software in the event of a production outage. A production outage may be due to catastrophic events, power outages, or other unknown events that may cause production disruption. There shall be no additional charges for disaster recovery the first ninety (90) days of production in response to a production outage. If after ninety (90) days, the software is still running in a disaster recovery mode on a backup computer, charges shall be calculated based on the size of the backup environment on which the software is operating and in accordance3 with the terms of this contract.

2.5.4 Product Loan Agreements (PLA)

During the contract period, DISA may request use of a product for demonstration, testing, and/or assessing a product for possible use in the Enterprise. In the event a product not currently licensed is obtained for demonstration, testing, and/or assessing, IAW DISA Acquisition Regulation Supplement, a Product Loan Agreement (PLA) shall be completed. The Contracting Officer is the only DISA official authorized to enter into a PLA.

2.6 “Coupled” and Parallel Processing Environments

The Contractor shall recognize Sysplexing at the operating system level. In cases where DISA leverages “coupled” or parallel processing environments without the installation of the contractor’s software on the “coupled” or parallel machine(s), DISA shall not be charged additional licensing or maintenance support costs. When the contractor’s software products are installed and executed for their specific functional purpose on the “coupled” or parallel processing machines, DISA will be charged accordingly for the products installed and executed in accordance with the pricing model and T’s & C’s of the contract.

2.6.1 For a period not to exceed one hundred twenty (120) days there shall be no additional charges for the software products performing parallel processing at the losing and gaining sites during workload migration, regardless of any capacity / unit thresholds established.

2.7 Entitlements

The Licensee of all software products in the contract is DISA. Software entitlements extend to DISA organizations, DoD customers, Federal government customers, and authorized agents.

2.7.1 The software products maintained under the contract may also be used by DISA contractors under obligation of non-disclosure(s) solely for the benefit of DISA. DISA shall ensure that each person authorized to use the software is informed of, and agrees to conform to the obligations of DISA hereunder.

2.7.2 Licenses can be transferred between CPUs and LPARs, and between systems and facilities where DISA maintains computing services responsibilities.

2.7.3 Should there be a restructuring of DISA or its mission during the life of the contract, the contractor agrees that DISA’s software licenses, capacity levels, usage rights, entitlements and contracts shall transfer to the successor DoD organization(s)/Federal Government agency to which DISA may transfer its responsibilities for computing services for the DoD and the Federal government.

2.7.4 DISA may decide to outsource support and support of its software to a third-party service provider. As part of the outsourcing, DISA may transfer all rights, title, and interests to a Third-Party Service Provider. Contractor agrees DISA may transfer the license entitlements to a Third-Party Provider solely for the purpose of providing services to DISA organizations, DoD Enterprise customers, and Federal government customers.

2.8 Change Management

Installation of software on DISA’s processing environments requires strict adherence to policies of the Release Management Change Advisory Board (RMCAB) process/governance, written notification to the Contracting Officer Representative (COR) of the contract, and incorporation of the software product(s) into the schedule of supplies and services in the contract. If installation occurs without adherence to these policies, DISA shall not be held liable for any costs or actions imposed by the contractor if software products are distributed to DISA or its support centers by the contractor or the contractor’s authorized agents and installed on DISA’s processing environments.

2.9 End of Term Provision

Software Products in active and excess inventory at expiration or termination of the contract shall constitute the inventory of record going forward. At the expiration or termination of the contract, DISA may (a) enter into a new contract for the Annual renewal of its license of the software in the Inventory or mutually agreed terms or (b) enter into a new license of the software in the Inventory pursuant to GSA Contract No. To be entered after award (or its successor) under the terms of the GSA Contract, provided that the Contractor shall charge the then current license renewal fees pursuant to the GSA Contract for the applicable software during the initial year of the license of the software in DISA’s Inventory rather than the initial license fee, and provided further that such fees shall be increased by an additional factor. The additional factor (“Multientity Factor”) that shall be applied shall be the total number of DISA Customers (whether such DISA Customers are US Department of Defense entities, such as, but not limited to the Department of the Army, Department of the Navy, or the Department of Air Force, or other DoD entity or other Federal, state or local government agencies defined as “DISA Customers” above) that are authorized to use the software licensed by DISA pursuant to the GSA Contract as described above. The Multientity Factor shall be applied by multiplying the applicable license fees pursuant to the GSA Contract by the applicable Multientity Factor. DISA shall identify all such entities to Contractor in connection with the commencement of the license of any of the software pursuant to the GSA Contract and shall identify any additional entities during each annual license renewal period thereunder. The applicable fees for an annual license period shall not be reduced in the event that any such entities are reduced during such annual license period, but shall be adjusted as of the commencement of the next annual license renewal period. In the event any additional entities are added during an annual license period, DISA shall promptly notify Contractor and a prorated license fee based upon the application of the additional Multientity Factor shall be applied for the remainder of the then-current annual license period. The Multientity Factor shall also be applied as described above to determine the applicable fees for any machine upgrade and any additional SAS Software added to DISA’s license pursuant to the GSA Contract.

EXAMPLE: Five (5) DISA Customers perform data processing on a given DISA Mainframe Computer.

Of the five (5) customers, only three (3) are authorized to use Base SAS.