N66001-19-A-0120 P00017 Conformed.pdf

Ordering Inst rument :

gs-35f-0119y

25. T OT AL

CARAHSOFT TECHNOLOGY CORP.

DUNS: 088365767

11493 SUNSET HILLS RD

RESTON VA 20190-5230

CODE 1P3C5

17. ACCOUNT ING AND APPROPRIAT ION DAT A/ LOCAL USE

36. I cert ify this account is correct and proper for payment .

6. ISSUED BY CODE

9. CONT RACT OR

CODE

18. IT EM NO. 19. SCHEDULE OF SUPPLIES/ SERVICES

26. QUANT IT Y IN COLUMN 20 HAS BEEN

SIGNAT URE OF AUT HORIZED GOVT . REP.DAT E

DAT E SIGNAT URE AND T IT LE OF CERT IFYING OFFICER

INSPECT ED RECEIVED ACCEPT ED, AND CONFORMS T O T HE

CONT RACT EXCEPT AS NOT ED

37. RECEIVED AT 38. RECEIVED BY 39. DAT E RECEIVED

(YYYYMMMDD)

N6600119A0120

1. CONTRACT/P URCH. ORDER/

AGREEMENT NO.

* If quantity accepted by the Government is same as quantity accepted below quantity ordered and encircle.

DELIVERY/16.

14. SHIP T O

N66001

DD Form 1155, JAN 1998 (EG) PREVIOUS EDIT ION MAY BE USED.

SEE SCHEDULE

2. DELIVERY ORDER/ CALL NO.

17PAGE 1 OF

5. P RIORITY

CODE

8. DELIVERY FOB

DEST

OT HER

(See Schedule if other)

MARK IF BUSINESS IS11.

SMALL

SMALL

DISADVANTAGED

WOMEN-OWNED

MARK ALL

PACKAGES AND

PAPERS WITH

IDENTIFICATIO N

NUMBERS IN

BLO CKS 1 AND 2.

23. AMOUNT

27. SHIP NO. 28. DO VOUCHER NO.

PART IAL

FINAL

32. PAID BY 33. AMOUNT VERIFIED

CORRECT FOR

31. PAYMENT

COMPLET E

34. CHECK NUMBER

PART IAL

FINAL 35. BILL OF LADING NO.

40. T OT AL

CONT AINERS

41. S/R ACCOUNT NO. 42. S/R VOUCHER NO.

ORDER FOR SUPPLIES OR SERVICES

3. DATE OF ORDER/CALL

2019 Sep 06

4. REQ./ P URCH. REQUEST NO.

SEE ITEM 6

FACILIT Y 10. DELIVER TO FOB POINT BY (Date)

SEE SCHEDULE

12. DISCOUNT TERMS

13. MAIL INVOICES T O T HE ADDRESS IN BLOCK

See Item 15

15. PAYMENT WILL BE MADE BY CODE

This delivery order/call is issued on another Govt. agency or in accordance with and subject to terms and conditions of above numbered contract.

T YPE CALL

OF PURCHASE

ORDER

SEE SCHEDULE

X

7. ADMINIST ERED BY

NAVAL INFORMATION WARFARE CENTER PACIFIC

DENNIS J. FELLIN, CODE 22550

DENNIS.FELLIN@NAVY.MIL

53560 HULL STREET

SAN DIEGO CA 92152-5001

24. UNITED STATES OF AMERICA

TEL: 619-553-4523

EMAIL: spencer.sessions@navy.mil

CONTRACTING / ORDERING OFFICER

quantity ordered, indicate by X. If different, enter actual

BY: SPENCER SESSIONS

1If this box is marked, supplier must sign Acceptance and return the following number of copies:X

NAME OF CONT RACT OR SIGNAT URE T YPED NAME AND T IT LE

(YYYYMMMDD)

DAT E SIGNED

ACCEPT ANCE. T HE CONT RACT OR HEREBY ACCEPT S T HE OFFER REPRESENT ED BY T HE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT T O ALL OF T HE T ERMS

AND CONDIT IONS SET FORT H, AND AGREES T O PERFORM T HE SAME.

Reference your quote dated

Furnish the following on terms specified herein. REF:

20. QUANT IT Y

ORDERED/

ACCEPT ED*

21. UNIT 22. UNIT PRICE

DIFFERENCES

29.

30.

INIT IALS

N6600119A0120 P00017

Section SF 30 - BLOCK 14 CONTINUATION PAGE

REVISE BPA T&CS

Department of Defense (DoD) Enterprise Software Initiative (ESI)

BLANKET PURCHASE AGREEMENT

GENERAL TERMS AND CONDITIONS

N66001-19-A-0120 Carahsoft Technology Corp.

1. Introduction/Recitals

1.1. Federal Acquisition Streamlining Act

1.1.1. In the spirit of the Federal Acquisition Streamlining Act, the Naval Information Warfare Center pacific (NIWC PAC), on behalf of the U.S. Department of Defense (DoD) Enterprise Software Initiative (ESI) (referred to hereafter as the “Government” or “DoD”) and Carahsoft Technology Corporation (the “Contractor”) enter into this Blanket Purchase Agreement, which includes all Attachments (collectively referred to as the “BPA”) as of the Effective Date as identified on the DD1055.

1.2. GSA Multiple Award Schedule Contract

1.2.1. General Services Administration (GSA) Multiple Award Schedule (MAS) Contract BPAs reduce contracting and open market costs such as: search for sources, development of technical documents, solicitations, and the evaluation of offers.

1.2.2. This BPA is issued to reduce the administrative costs of acquiring commercial products and services from the GSA MAS Contract(s) 47QSWA18D008F.

1.2.3. All Orders placed against this BPA are subject to the terms and conditions of the MAS Contract.

1.3. DoD ESI

1.3.1. The DoD ESI is a joint DoD initiative designed to develop and implement a DoD enterprise procurement process. This DoD ESI BPA is issued in accordance with the policy and guidelines provided in the Defense Federal Acquisition Regulation Supplement (DFARS) Section 208.74.

1.4. Scope:

The products and services of the Software Publishers as outlined in Attachment 2.

1.5. Term

1.5.1. Subject to the provisions detailed at 1.5.4, this BPA shall commence on the Effective Date and shall continue in force for period of ten (10) years after such date, unless otherwise modified or terminated as provided herein and is contingent on maintaining or renewing a GSA MAS Schedule and a Letter of Supply from the OEM (if applicable).

1.5.2. This BPA includes a five year (5) base ordering period, with 1 option period (5 years), extending to the end of the BPA.

The term of the proposed BPAs will be as follows:

BPA Base Period: Ordering Period 09/06/2019 – 07/14/2024 BPA Option 1: Ordering Period 07/15/2024 – 07/14/2029

1.5.3. This BPA expires upon completion of all Orders issued within the specified BPA ordering periods, inclusive of any exercised BPA option periods.

1.5.4. On-Ramp & Off-Ramp Procedures

1.5.4.1. On-Ramp: The Government reserves the right to reopen competition at any time during the term of the BPA based on its assessment of the marketplace. When an on-ramp is used, the Government will advertise the reopening of the competition on GSA eBuy, and awardees shall meet the criteria established in the initial solicitation.

Existing BPA holders will not be required to resubmit quotes. The evaluation and selection of awardees for any on-ramp will be the same as the evaluation and award criteria used for the initial BPA award(s). New awardees will be expected to compete with the existing Contractors for Orders. All BPAs awarded as an on-ramp will have the same Period of Performance (POP) as the earliest awarded BPA for the

OEM or category, regardless of the BPA effective start date. This may result in a shorter base period or option period for the on-ramped BPA in order to achieve co-termination.

For example:

Scenario: Company X is awarded a BPA on 01 Jan 2025 with a 60-month base period. Company Y is “on-ramped” 01 Mar 2025 with a base period of 58 months.

On 01 Jan 2030, both companies will be eligible to have Option One exercised and remain co-termed for the remainder of the BPA ordering period.

1.5.4.2. Off-ramp: If at any point during the period of performance the Contractor decides that it no longer prefers to participate in this DoD ESI BPA Agreement, the Contractor may submit a request to the Contracting Officer to suspend the BPA. The PCO may at his or her sole discretion, accept the request to cease active participation in the BPA. If a Contractor receives this permission and is currently under contract to perform under any Order, the Contractor will be required to continue to perform under the terms of the specific Order. This provision is independent of any other action permitted under the contract terms and conditions.

2. List of Attachments to the BPA

2.1. All attachments to this BPA will be deemed a part of this BPA and are incorporated by reference.

Definitions and terms will be common throughout the document and Attachments.

2.2. The parties agree the Attachments listed in Section 2.3 apply to all Orders placed under this BPA and are binding terms and conditions.

2.3. The Attachments are set forth as follows:

ATTACHMENT # TITLE

1 Applicable Federal Acquisition Regulation (FAR) and DFARS Clauses 2 Discount Table 2a Thales Discount Table 2b ZSCALER Discount Table 2c DATALOCKER Discount Table 2d Reserved 2e Reserved 2f MICROFOCUS GVMNT SOLS Discount Table 2g BEYOND TRUST Discount Table 2h Reserved 2i Reserved 2j NUTANIX Discount Table 2k RECORDED FUTURE Discount Table 2l IVANTI Discount Table 2m SERVICENOW Discount Table 2n VERITAS Discount Table 3 Software License Agreement 3a Thales Software License Agreement 3b ZSCALER Software License Agreement 3c DATALOCKER Software License Agreement 3d Reserved 3e Reserved 3f MICROFOCUS GVMNT SOLS Software License Agreement 3g BEYOND TRUST Software License Agreement 3h Reserved 3i Reserved 3j NUTANIX Software License Agreement

3k RECORDED FUTURE Software License Agreement 3l IVANTI Software License Agreement 3m SERVICENOW Software License Agreement & Generative AI Addendum 3n VERITAS Software License Agreement 4 Ordering Guide 5 Glossary 6 Report of Sales Format 7 Fees and Payments 8 Product and Services Price List Template

3. Obligation

3.1. Extent of Obligation

3.1.1. The Government estimates, but does not guarantee, that the volume of purchases through this BPA will be $820.45M. The Government is obligated only to the extent of authorized purchases actually made under this BPA.

3.2. Funds Obligation

3.2.1. This BPA does not obligate any funds. Funds will only be obligated on each Order.

4. Authorized Users

4.1. DoD or Agencies

4.1.1. This BPA is open for ordering by the “DoD Departments and Agencies” as defined by the Title 48 Code of Federal Regulations, Section 202.101; the Intelligence Community1; the US Coast Guard; or a DoD contractor working in support of the DoD mission authorized to purchase on behalf of the DoD pursuant to FAR 51 (hereinafter “Licensee” or “DoD” are synonymous) . A Reseller is an authorized reseller of Licensor’s products. The terms and conditions of this Agreement apply to any purchase of Licensor’s products or services by the Licensee made under the Reseller’s Blanket Purchase Agreement and GSA Contract underlying this Agreement, without further need for execution.

4.2. GSA, Other Ordering Organizations, and Organizations

4.2.1. GSA or other applicable ordering agencies /organizations, ordering on behalf of the DoD and/or Foreign Military Sales (FMS), are authorized to place Orders under this BPA and must comply with DFARS 208.74.

4.2.2. Government contractors performing work for a DoD Component (as defined above) may place Orders under this BPA on behalf of and for the benefit of the DoD entity if authorized by their cognizant Contracting Officer in accordance with the requirements of FAR 51 and/or DFARS 251 as appropriate.

5. Ordering Period and Survival

5.1. Ordering Period

5.1.1. If Orders issued within the BPA Ordering Period(s) include options, the order options may be exercised after the BPA ordering end date(s) provided that:

5.1.1.1. The initial order that includes the option was issued during the BPA ordering period(s), and does not exceed 60 months past the expiration date of the BPA;

1 The Intelligence Community is a federation of Executive branch intelligence agencies and Organizations that are comprised of 17 member organizations https://www.dni.gov/index.php/what-we-do/members-of-the-ic Office of the Director of National Intelligence (ODNI) is authorized to procure IT through the DoD ESI per the Memorandum of Agreement, dated 15 May 2008. https://dodcio.defense.gov/portals/0/documents/net-centric-moa.pdf.

5.1.1.2. The Ordering Office determines that the underlying GSA Schedule is still valid at the time the order option is exercised and still includes the applicable products, and

5.1.1.3. The Ordering Office satisfies all other applicable regulations for exercise of options.

5.2. GSA Federal Supply Schedule Succession

5.2.1. This BPA is based on the Contractor’s current GSA schedule contract number as referenced in section 1.2.2. In the event the current GSA schedule contract is canceled or expires and a new GSA schedule contract is awarded, this BPA shall transfer to the new GSA schedule contract to the extent the new schedule contract includes the same or substantially the same scope and items as the canceled or expired GSA contract.

5.3. Acquisitions and Mergers

5.3.1. This BPA shall survive unto Contractor, its Successors, rights and assignments. The terms and conditions in this BPA shall survive the acquisition or merger of Contractor by or with another entity. Contractor shall ensure these survivorship terms are included in any such merger or acquisition agreement, including a duty on the part of the surviving entity to abide by the terms of this BPA.

6. Organization of this BPA

6.1. BPA Structure

6.1.1. This BPA is organized in two major segments:

6.1.1.1. The general terms and conditions; and

6.1.1.2. Attachments, which are binding agreements entered into and made effective at the time of the award of this BPA.

6.2. Order of Precedence

6.2.1. The Order of Precedence for resolving any inconsistency between this BPA and the GSA contract terms shall be as specified in the GSA contract’s Commercial Items clause, FAR 52.212-4 and the General Services Administration Acquisition Regulation (GSAR) clause 552.212-4 Contract Terms and Conditions—Commercial Items (FAR DEVIATION).

6.2.2. The provisions of FAR 52.212-4 and GSAR 552.212-4, as required by Federal law, shall prevail over any terms of the commercial license or any additional negotiated terms at the order level.

6.2.3. In the event of any inconsistency between the general terms and conditions of this BPA and the terms and conditions of any Attachment to this BPA, the general terms and conditions shall take precedence over the terms and conditions of any Attachment. The “Order of Precedence” for resolving any inconsistency between this BPA and all attachments shall be as set forth in the Order of Precedence below:

1. Attachment #1 - FAR and DFARS clauses

2. Attachment #2 – Discount Table

3. Attachment #3 – DoD ESI Master License Agreement

4. Attachment #4 – Ordering Guide

5. Attachment #5 - Glossary

6. Attachment #6 - Report of Sales Format

7. Attachment #7 - Fees and Payments

8. Attachment #8 - Product and Services Price List Template

6.2.4. All Orders placed against this BPA shall hereby incorporate the terms and conditions of this BPA, including all Attachments. In the event of a conflict between an ordering document or Contractor’s license, support, maintenance or services agreement, the Order of Precedence provisions of FAR 52.212-4(s) and GSAR 552.212-4(s) control.

6.2.5. Additional terms and conditions contained in quotes or invoices shall not apply if the terms are more restrictive than those in the BPA.

6.3. Glossary

6.3.1 A glossary of all terms is contained in Attachment 5.

7. Product and Service Offerings

7.1. Catalog

7.1.1. The Contractor shall make available the products and services available to authorized users of this BPA via its GSA MAS contract for the categories outlined in Attachment 2.

7.1.2. The Master License Agreement, attached as Attachment 3, shall be subject to the terms of the Order of Precedence, govern the grant, provision and use of all software, hardware and services licensed to and ordered by the DoD pursuant to this BPA.

7.2. Technology Refreshment

7.2.1. The Contractor shall reflect the changes made to its GSA MAS for the products and services available under this BPA by submitting a proposal reflecting these changes in the format prescribed in Attachment 8 to the BPA’s Software Product Manager. These changes shall include products and services added, discontinued, updated, improved, and/or replaced. These changes may also have price changes to existing products and services. This submission shall include a copy of the applicable modification (SF30) to the GSA MAS. Discounts shall be construed in accordance with the discounts outlined in Attachment 2 and the Annual Review clause (8.2). Improvement of products includes new software releases, updates, and upgrades, which may include additional features and functionality, and successor or upgrade products. Improvement of services may include additional types of implementation, consulting, training or other related services to ensure software viability.

7.2.2. Technology refreshments shall not occur more than once quarterly and will not require a formal modification to the BPA. However, the Contractor may make more than one submission (described in 7.2.1) during a quarter. Once approved in writing by the Contracting Officer (i.e. via email), the refreshed Product and Price list shall be posted to the DoD ESI webpage.

7.2.3. In the event the Contractor’s catalog changes are not updated to the ESI website within 5 business days of submission, the ordering office is authorized to issue an Order under this BPA for items listed on the Contractor’s GSA MAS catalog provided the required items are within the scope of this BPA. Scope is determined by the Ordering Contracting Officer. The Contractor shall quote their applicable BPA discounted price at the same or greater discount level as outlined in Attachment 2.

8. Pricing Terms

8.1. Pricing

8.1.1. Discounts against the reseller’s GSA prices for commercial products and services are specified in BPA Attachment 2 – Discount Table. For reference purposes, a Products and Services Price List showing these discounts applied against the reseller’s current GSA catalog is available on the DoD ESI website. The Contractor shall not quote discounts below those listed in this Attachment 2.

8.2. Annual Reivew

8.2.1. This BPA will be reviewed annually to ensure that it still represents “best value” as described in FAR 8.405-3(e). This will include a review of prices paid under the BPA and other historical purchase data to determine: a) if the BPA still represents the best value per FAR 8.404(d)); and b) if the discount percentages outlined in Attachment 2 merit revision.

This analysis shall take take into account the structure, volume, and scope of the purchases used for comparison.

8.3. Additional Price and Discount Terms

8.3.1. The government may secure additional discounts at the time of placing an order.

Additional spot discounts are authorized and encouraged.

8.3.2. Contractor may provide additional discounts for volume-based or transaction-based discounts.

8.4. GSA Program Extension

8.4.1. The Office of Management and Budget (OMB) Federal Wide category management as well as DoD ESI and the GSA Software Purchase Agreements initiative are working to maximize cost savings and achieve the best practices for acquiring commercial products and services. If during the BPA Ordering Period, the OEM enters into a government-wide agreement with another organization (such as GSA), which includes pricing for the specific products or services under similar terms and conditions as those licensed by this DoD ESI BPA, the Contractor will increase the discounts in Attachment 2 (if an increase is applicable) for the remaining BPA Ordering Period to match the new prices and fees. If applicable, this BPA may be designated for expanded ordering as described in 4.3

NOTE: This scenario does not refer to the award of Government wide Acquisition Contracts (GWAC) under the authority of section 5112(e) of the Clinger-Cohen Act (40 U.S.C. 11302(e)

8.4.2. Future Initiatives: The Office of Management and Budget (OMB) is leading the Federal Wide Category Management effort by collaborating with agencies such as DoD and GSA to maximize cost savings and implement the best practices for acquiring commercial products and services. If during the BPA Ordering Period such an initiative comes to fruition, the government reserves the right to expand the scope, the pricing and terms and conditions of this BPA to include these authorized customers. NOTE: This scenario does not apply to the award of Government Wide Acquisition Contracts (GWAC) under the Clinger-Cohen Act (40 U.S.C. 11302(e) section 5112 (e).

9. Product and Pricing Data Submission

9.1. Data Submission Format

9.1.1. Contractor shall submit and keep current all products, service and pricing data in the format described in Attachment 8 (as amended from time to time) for publication in all web and other methods for public and private display and access.

10. Ordering

10.1. Ordering Guide

10.1.1. Attachment 4 contains the ordering process and instructions that shall be followed by Ordering Offices and Contractor.

10.1.2. The Contractor shall post the Ordering Guide on its web site.

10.1.3. The Contractor shall immediately notify the Contracting Officer in the event of any changes to Contractor POC information, Contractor physical address, Contractor web address, or any other relevant information in the Ordering Guide.

10.1.4. This guide shall be continuously updated as required and shall not require formal modification to the BPA.

10.2. Applicability of FAR and DFARS Provisions

10.2.1. Orders issued against this BPA are subject to the FAR clauses included in the underlying GSA Schedule.

10.2.2. Orders issued against this BPA are subject to the FAR and DFARS clauses as indicated in Attachment 1. Additional FAR and DFARS clauses may apply at the Order Level.

10.2.3. The DFARS clauses listed in Attachment 1 are those in effect as of the effective date of this BPA. Ordering Offices are responsible for incorporating the most current or superseding version of the applicable DFARS clauses in the Order if required.

10.2.4. Ordering Offices will include applicable end user component (local requirements) FAR supplement requirements, as required, for incorporation in the Delivery Order.

10.3. Web Sites and Electronic Ordering

10.3.1. This BPA will be posted to the DoD ESI website http://www.esi.mil . The Government may also post this BPA to other federal government or DoD web sites, some of which may be publicly accessible.

10.3.2. During the BPA term, the Government may incorporate future electronic ordering improvements/capabilities. The Contractor shall partner with the Government to ensure any required electronic-commerce (EC) capabilities are implemented where applicable and accept and respond to secure on-line Orders and customer requests consistent with the BPA terms.

10.3.3. On-line ordering may also be accomplished through DoD controlled web sites.

10.3.4. The Contractor shall maintain coordinated and integrated hypertext links to the DoD ESI web site from their World Wide Web site(s).

10.3.5. This BPA may also be loaded into publicly accessible electronic catalog systems of other DoD agencies.

10.4. Suspension

10.4.1. There may be occasions where the Government may suspend ordering (by catalog line item and may include the entire BPA) or cancel the BPA for cause. Reasons for suspension or cancellation can include but are not limited to delinquent sales report submission, failure to submit quotes on RFQs, and non-compliance to BPA terms and conditions. If a suspension is announced, the Contractor shall adhere to this suspension by not accepting/processing Orders for the suspended item(s).

10.5. Dealer Relationship

10.5.1. If a dealer is named and listed below and authorized by the BPA Holder’s GSA Contract, the authorized dealer may act as an agent of this BPA. The responsibilities of the authorized dealer under this BPA are as follows:

10.5.1.1. Respond to RFQs on behalf of BPA holder, issue quotes, and receive Orders.

10.5.1.2. Submit invoices for payment adhering to GSAR Clause 552.238-85.

10.5.1.3. Report all sales to BPA holder.

10.5.2. List of Authorized Dealers:

2a SAFENET 2b ZSCALER 2c

DATALOCKER

2d Reserved 2e Reserved

WWT WWT CDWG NONE NONE

Epoch Red River Connection IronBow Three Wire

Systems New Tech

CMA Technologies Clearshark Norseman Dell FCN Thundercat

2f MICRO FOCUS

GVMNT

SOLUTIONS

2g BEYOND

TRUST

2h Reserved 2i Reserved 2j NUTANIX

OSI Federal Technologies, Inc.

Three Wire Systems

NONE FCN

Merito Guidepoint M2 Technology Inc

Blue Tech Inc. Clearshark Flywheel Data Integration Technologies Group, Inc. (ITG)

WWT N2grate

Enterprise Integration Red River Storagehawk Sterling Computers CounterTrade Products Distributed Technology Group (DTG)

2k RECORDED

FUTURE

2l IVANTI 2m

SERVICENOW

2n VERITAS

Blackwood August Schell Enterprise

NONE ThunderCat

August Schell FlyCast Partners TVAR FCN M2 Technology Gen3i Norseman Insight Public

Sector Red River

Thundercat Empower CDWG

10.5.3. The terms and conditions of this BPA and the underlying GSA Schedule contract shall also apply to the dealer.

10.5.3.1 All dealers must reference this BPA number on all quotes and invoices and related materials.

10.5.4. The responsibilities of the BPA Holder under this Dealer Relationship are as follows:

10.5.4.1. BPA holder will be responsible for ensuring all sales executed by the authorized

Dealer are tracked and reported in accordance with 11.3 and 11.6.

10.5.5. Authorized dealers can only be revised bi-annually, or at the discretion of the DOD ESI contracting officer. Revisions to dealers can be submitted electronically. All dealer revisions must be approved by the contracting officer or contracting specialist listed on the DOD ESI web site. Dealer revisions must be submitted by 01 June and/or by 01 December of the calendar year. Dealer updates in BPA Attachment 4 - Ordering Guide will not require modifications. The Ordering Guide will be updated by the 30th day of that calendar month to reflect dealer revisions.

11. Invoicing and Payment

11.1. Invoice

11.1.1. The proper invoice requirements will be specified in the Order. Invoices will be submitted to the address specified within the Order issued against this BPA.

11.1.2. The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence (see Section 6.2.5).

11.2. Report of Sales

11.2.1. The Contractor shall provide a Report of Sales, Attachment 6, to the SPM and the PCO in electronic format within thirty (30) days following completion of the quarterly reporting period (March 31, June 30, September 30 and December 31) or as otherwise requested by the SPM. The report shall be submitted in the standard format shown in Attachment 6. Sales reports are required in those instances where no sales are recorded during the reporting period. The reporting of a sale occurs upon invoicing for that product or service.

11.2.2. Upon acceptance of the Contractor’s Report of Sales, a report approval will be provided to the Contractor. The Contractor must remit the ACT fees in accordance with Attachment 7 within 30 days of report approval.

11.3. Fees and Payments

11.3.1. The Contractor shall pay the ACT fees as described in Attachment 7 within 30 days after notification of approval from the applicable SPM or PCO for the sales report required pursuant to section 11.2.

11.3.2. Attachment 7 will be updated as required concerning Points of Contact and related information and shall not require formal modification to the BPA. All changes to Attachment 7 will be reviewed and approved by the applicable SPM or PCO.

11.3.3. The ACT fee is 0.6% and is assessed on all sales executed against the BPA, including, but not limited to: all software license types, software subscriptions, software maintenance as a product, software maintenance as a service, purchase of new hardware equipment, maintenance of equipment, repair services or spare parts, cloud computing services, continuous diagnostics and mitigation tools, training courses and information technology professional services.

11.4. Centralized Administration

11.4.1. The Contractor must provide a Program Manager for centralized administration to support this BPA. The Program Manager, at a minimum, is required to participate in periodic Program Management Reviews (PMRs) which may require travel to a Government named site. Additional functions would include customer service, educating the sales force, and submission of monthly/quarterly reports and approved fee payments.

11.5. Records

11.5.1. The Contractor shall maintain archival copies of all Orders for the term of the BPA in accordance with FAR Subpart 4.7 requirements. Copies shall be made available to the Government upon request.

11.6. Program Management Reviews (PMR)

11.6.1. The Contractor shall participate in regular reviews of the progress of the BPA.

Reviews shall be held at least twice annually as scheduled by the SPM. During these reviews the Contractor shall report on status of BPA sales, sales leakage, marketing and any outstanding issues concerning the BPA, among other things. PMR agenda and presentation format shall be provided by the SPM to Contractor prior to each PMR.

All travel and PMR associated expenses are the responsibility of the Contractor.

11.7. Sales Leakage Prevention

11.7.1. The DoD ESI Program goals can only be realized if the Government and the Contractor direct all authorized customer sales through the DoD ESI vehicles. Sales leakage is the sale of BPA products executed outside the BPA. The Contractor shall ensure that all sales personnel are aware of the DoD ESI Program and enforce the policy that this BPA is mandatory for consideration in accordance with DFARS Subpart 208.74 for the products within it. Within sixty (60) days of the effective BPA date, Contractor shall submit its plan of action and processes required to minimize/prevent sales leakage throughout the BPA Ordering period.

11.7.2. The Contractor shall establish a process to regularly audit sales to Government buyers, determine if sales outside the DoD ESI vehicle are occurring, and take corrective action to properly direct further sales through the DoD ESI vehicle. Audit results will be presented as a PMR agenda item and otherwise (i.e., quarterly) as predetermined by the Government.

11.8. Marketing and Promotion

11.8.1. The Contractor shall dedicate reasonable resources to this effort and market and advertise this BPA, to include advertising the availability and benefits of this BPA on the Contractor’s web site, advertising this BPA at relevant trade shows, participation in DoD Component sponsored events, and promotion through news media geared to Government/DoD IT personnel and leadership.

11.8.2. The Contractor may obtain standardized DoD ESI marketing materials by requesting them from the SPM.

11.8.3. The Contractor’s use of the DoD ESI logo, seal or emblem shall be limited to materials describing the products and services which are specifically made available under this BPA. DoD ESI reserves the right to review any materials that contain the DoD ESI brand prior to use by the Contractor, and, at a minimum, requires the Contractor to follow these guidelines:

11.8.3.1. Use Only the Approved Master Artwork. Do not alter or distort the appearance of the logo in anyway, for example, by adding new design elements or colors or changing the font. The logo must always look sharp, clean, and well produced.

11.8.3.2. Allow A Minimum Clear Space Around the DoD ESI Logo. Always allow for a clear space around the logo and never violate the clear space with any graphic elements, words or charts.

11.8.3.3. Maintain Legibility. Never reproduce the logo in a manner that causes the logo to become illegible or blurry, which may happen if the logo is reproduced too small.

11.8.4. All materials made available for public view must include the following statement:

“The DoD ESI logo/marking is used with permission. DoD ESI procedures are explained in DFARS 208.74 and DoD CIO Guidance and Policy memorandum No.

12-8430 dated July 26, 2000.”

12. Indemnity/Liquidated Damages/Infringement Claims

12.1. Indemnity

12.1.1. To the maximum extent permitted by law, Contractor will indemnify, protect and hold harmless DoD and their respective officers, directors, employees, agents, and Affiliates from and against any and all claims, losses, liens, demands, attorneys' fees, damages, liabilities, costs, expenses, obligations, causes of action, or suits, (collectively “Claims”) by a third party, that are caused by or arise out of: i) any wrongful act or omission, whether active or passive, and whether actual or alleged, or willful misconduct of the Contractor or its employees, subcontractors or agents; and

ii) property loss, damage, personal injury or death, caused by the Contractor, or any of the Contractor’s employees, subcontractors or agents.

12.2. Liquidated Damages

12.2.1. Liquided damages may be assessed in accordance with FAR Subpart 11.5 – Liquidated Damages, as specified in a Sales or Order.

12.3. Infringement

12.3.1. Claims of infringement are handled in accordance with DFARS 227.70, and the Master License Agreement, Attachment 3.

12.4. Settlement Authority for Claims

12.4.1. Under any circumstances related to claims, damages and/or indemnification, the Department of Justice, unless otherwise permitted by law, is the settlement authority for any Claim against the government.

13. Personal Data and Personally Identifiable Information (PII)

13.1. Compliance with Privacy Act

13.1.1. Contractor must comply with the Personally Identifiable Information requirements as set forth in the Privacy Act of 1974, Public Law 93-579, as amended, including all policies and directives issued there under including, for example, DFARS Subpart 224.1, Protection of Privacy, which may be amended from time to time or superseded.

14. Termination

14.1. Effect of Termination

14.1.1. Effect of Termination by Government. The Contractor shall continue to perform the Orders prior to termination executed under the BPA. The Government shall have the right to continue use of any Products that were purchased by an Order issued prior to the termination of the BPA.

14.2. Surviving Provisions

14.2.1. The following sections shall survive the termination or expiration of this BPA:

Section 12 (Indemnity), Section 13 (Personal Data and Personally Identifiable Information), Section 14.1 (Effect of Termination), Section 14.2 (Surviving provisions), Section 16 (General Provisions) and any software licenses acquired pursuant to this BPA where usage rights extend beyond the expiration or termination date of this BPA.

15. Relationship of the Parties

15.1.1. Each party will act solely as an independent Contractor. Nothing contained herein will be construed to create the relationship of principal and agent, employer and employee, partners or joint venture. Neither party assumes any liability for personal injury or property damage arising out of the other party’s performance of this BPA or Orders. The Contractor will be responsible for all obligations in this BPA whether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges under Orders executed under this BPA.

16. General Provisions

16.1. Headings

16.1.1. The section captions and headings used in this BPA are for reference only and are not to be construed in any way as terms or be used to interpret the provisions of this BPA.

16.2. Notices

16.2.1. All notices required under this BPA will be in writing and will be sent to the Government PCO and the Contractor’s designated Program Manager for this BPA at the address set forth in the SF 1449 or DD Form 1155, unless otherwise agreed to by the parties in writing. Notices are considered to be "issued" when copies are either deposited in the mail, transmitted by facsimile, or sent by other electronic commerce methods, such as email.

16.3. Reference to Days

16.3.1. All references in this BPA to “days” will, unless otherwise specified, mean calendar days.

16.4. Severability

16.4.1. If any term or provision of this BPA is held to be illegal or unenforceable, the validity or enforceability of the remainder of this BPA shall not be affected. In such event, the parties will negotiate a valid, enforceable substitute provision that most nearly achieves the parties’ original intent in entering into this BPA or provide an equitable adjustment in the event no such provision can be added.

16.5. Waiver

16.5.1. Neither party's failure to exercise, or a delay in exercising, any of its rights under this BPA shall constitute or be deemed to constitute a waiver, forfeiture, or modification of such rights or any others. Waiver of a breach of this BPA shall not be deemed a waiver of any future breach. Any waiver must be in writing and signed by each party's representative.

16.6. Dispute Resolution

16.6.1. In the event of disagreement with respect to any aspect of this BPA, the parties agree to discuss in good-faith to reach an amicable resolution, and to escalate such resolution process to the appropriate members of their respective management organization who have the power and authority to achieve a successful resolution.

16.7. Confidential or Propriety Information

16.7.1. The Discount Table (Attachment 2), the Master License Agreement and any Addendums, (Attachment 3) and any prices paid data shall not be deemed “confidential or “proprietary” information notwithstanding any marking to that effect.

The Freedom of Information Act (FOIA) governs what information must be disclosed and what information may be withheld by the Government.

16.8. Hardware

16.8.1. All hardware provided under this agreement will be new and non-refurbished gear and must be purchased through OEM authorized channels. The contractor certifies it is authorized by the manufacturer to sell the product(s) and that it will provide documentation identifying the OEM and reseller’s own supply chain for the product(s) at the order level as required in the solicitation provisions.

16.8.2. The contractor assumes responsibility for authenticity. Costs of counterfeit parts are unallowable unless the conditions set forth in DFARS 231.205-71(b) are met. If the end customer is an SAP (Special Access Program) or classified DoD program, equipment returns are not required due to security reasons and fees shall not be assessed in response.

16.8.3. The Government has the right to transfer OEM branded hardware assets covered under this agreement between agencies, and shall have the rights to transfer hardware assets to any DoD Enrollee, DoD Agency, or Government agency, or authorized government contractor.

16.8.4. Trade Agreements Act (19 U.S.C. & 2501-2581) (TAA Compliance) Reseller shall designate that all hardware is labeled as “TAA Compliant, “Not TAA Compliant” or “Not Applicable” for each quoted line item.

16.9. Professional Services

16.9.1. The OEM may subcontract Services to be performed, to a qualified third party only with the explicit written acceptance by the Order level Contracting Officer. Any 2nd tier subcontracting of Services by the OEM must be acknowledged in the Customer’s Order.

16.9.2. Contractor personnel shall comply with all local security requirements including entry and exit control for personnel and property at the government facility. DOD local commands will provide DD254 and Common Access Card (CAC) for personnel who require onsite access.

16.9.3. Contractor employees shall be required to comply with all Government security regulations and requirements. Initial and periodic safety and security training and briefings will be provided by Government security personnel. Failure to comply with Government security regulations and requirements shall require the company to provide the Government with a written remediation/corrective action plan;

furthermore, failure to comply with such require-ments can be cause for removal and the contractor will not be able to provide service on this contract/order.

16.9.4. Contractor employees with an incident report in Joint Personnel Adjudication System (JPAS) who have had their access to classified suspended will not be permitted to fill positions requiring access to classified information on a DON contract/order.

16.9.5. The Contractor shall not divulge any information, classified or unclassified, about DoD files, data processing activities or functions, user identifications, passwords, or any other knowledge that may be gained, to anyone who is not authorized to have access to such information. The Contractor shall observe and comply with the security provisions in effect at the DoD facility. Identification shall be worn and displayed as required.

16.9.6. The DOD retains the right to request removal of contractor personnel regardless of prior clearance or adjudication status, whose actions, while assigned to this contract, clearly conflict with the interest of the Government.

16.10. Entire Agreement

16.10.1. This BPA, the underlying GSA MAS Contract, together with all Attachments and individual Orders issued against the BPA, constitutes the entire agreement between DoD and Contractor and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written, regarding the subject matter of this BPA. No modifications to the terms of this BPA shall be valid unless in writing and authorized, in accordance with FAR Part 43.

Section B - Supplies or Services and Prices

BPA Master Dollar Limit: $820,000,000.00 BPA Call Limit: $820,000,000.00

Period of Performance: 06-Sep-2019 to 14-Jul-2029

PSC Codes:

7F20 DF01 DF10 U012