HomeMy WebLinkAboutItem 06 Telestaff Fire Department Scheduling System AGENDA ITEM SUMMARY Meeting Date: 7/2/2012
Meeting Type:Regular Meeting
Staff Contact/Dept.: Rod Lathrop/IT
Staff Phone No: X1025
Estimated Time: Consent Calendar
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Financially Responsible
and Stable Government
Services
ITEM TITLE: TELESTAFF FIRE DEPARTMENT SCHEDULING SYSTEM
ACTION
REQUESTED:
Approve the City Manager to Sign a Contract with Kronos TeleStaff for fire
department scheduling.
ISSUE
STATEMENT:
Springfield Fire & Life Safety uses a combination of manual processes,
spreadsheets and word documents to schedule sworn personnel. Eugene Fire &
EMS uses an aging homegrown scheduling product called e-Log, which cannot
feasibly be extended to schedule for both fire departments. Scheduling sworn
personnel is particularly inefficient when responding to sick leave and vacation
requests. There are complex contract rules that govern precisely how personnel are
called upon to fill shift vacancies. The TeleStaff product automates this process and
will save significant hours of staff time.
ATTACHMENTS: ATT1: Contract-immixTechnology, Inc rev 3.pdf
ATT2: TeleStaff Project Charter June 2012.docx
ATT3: June 2012 Fire TeleStaff IGA.docx
DISCUSSION/
FINANCIAL
IMPACT:
Kronos TeleStaff is the industry standard fire department scheduling solution.
TeleStaff is being acquired using the General Services Administration Federal
Acquisition Service (GSA), resulting in discounted software costs and eliminating
the expense and effort associated with a Request For Proposals process. Project
costs including server, telecommunications hardware, software and services are
estimated at $63,700. Springfield IT will install and host TeleStaff; Eugene
Fire/EMS will pay $42,679 (67%, their partner share) of all project costs through an
Intergovernmental Agreement. Springfield will pay $21,021 (33%) from funding
set aside for Fire Merger activities. Ongoing costs starting in Year 2 including
vendor maintenance/licensing and hardware replacement reserves will be $13,613
($9,121 Eugene and $4,492 Springfield). Both Fire Departments will then be able to
schedule resources in a seamless integrated manner. Fire Chief Randy Groves has
identified TeleStaff as his top IT priority to improve productivity and potentially
reduce overtime costs when filling vacancies.
C775 immixTechnology, Inc.
Page 1 of 9
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
(Type 3: For Personal Services Contracts Requiring Professional Liability Insurance)
Contract #775
Dated: July 2, 2012
Parties: City of Springfield (“CITY”)
A municipal corporation of the State of Oregon
and
immixTechnology. Inc. (“Independent Contractor”)
Additional Independent Contractor Information:
A. Type of Entity: Sole Proprietorship Partners Limited Liability Company S Corporation
B. Address: 8444 Westpark Drive, Suite 200, McLean, VA 22102
C. Telephone: 703.752.0610//703.663.1920
D. Fax No: 703.752.0611
E. SSN or Fed. I.D. No: N/A
F. Professional License(s) No: N/A
G. Oregon Agency Issuing License: N/a
H. Foreign Contractor Yes No
(Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B(11).
CITY Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Payment by CITY. CITY shall pay Independent Contractor according to the sum and schedule
described in Attachment 1 Sales Quote # QUO-294929-J2F7H1 attached hereto and incorporated
herein by this reference and in an amount not to exceed $53,638.62. Invoice to be paid on net 30 day
terms upon acceptance of software or services. Invoice to be sent to Rod Lathrop, IT Director, City of
Springfield, 225 5th Street, Springfield, OR 97477.
All travel related expenses must be pre-approved in writing by CITY and are a pass through without
markup. Independent Contractor must use CITY travel reimbursement rates. CITY follows GSA Per
Diem rates that can be found at the following URL http://www.gsa.gov/portal/category/100120.
Authorized expenses to be reimbursed by the CITY include: transportation to and from destination
(coach fare or less), lodging, meals, local transportation at destination, and miscellaneous incidental
expenses required to transact CITY business. The CITY does not reimburse for alcohol, in room
movies, laundry, dry cleaning, room service additional charges for in room meal delivery, or health
AIS 07022012ATTACHMENT 1, Page 1 of 85
C775 immixTechnology, Inc.
Page 2 of 9
club costs. Lastly, copies of all receipts must accompany invoice for all pre-approved reimbursable
expenses.
2. Goods and Services to be Delivered and Performed by Independent Contractor. Independent
Contractor shall delivery the TeleStaff software, Platinum Support and perform the professional
services for configuration and deployment described in Attachment 1.
3. Term. Full use licenses are perpetual, maintenance and support are one year terms.
4. Sourcing. Cooperative Purchase Agreement off the GSA Schedule #: GS-35F-0265X Attachment 2
attached hereto and incorporated herein by this reference.
5. Independent Contractor Status. By its execution of this Agreement, Independent Contractor
certifies its status as an “Independent Contractor” as that term is used under the laws of the State of
Oregon, and that all performance of any labor or services required to be performed by Independent
Contractor under the terms of this Agreement shall be performed in accordance with the standards
set forth in ORS 670.600, and as more specifically set forth on Exhibit “A” attached hereto and
incorporated herein by this reference.
6. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent Contractor
shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited
to ORS 279B.220, ORS 279B.225, ORS 279B.230, and ORS 279B.235, and as more fully set forth
on Exhibits “A” and “B” attached hereto and incorporated herein by this reference.
7. Work Performed. The work to be performed by Independent Contractor includes services generally
performed by Independent Contractor in his/her/its usual line of business.
8. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and
local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not
limited to income tax, payroll tax, social security and self-employment tax. CITY shall not withhold,
pay, or in any other manner be responsible for payment of any taxes on behalf of Independent
Contractor.
9. Reimbursement Of Expenses. Independent Contractor shall not be entitled to reimbursement by
CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing.
10. Materials and Supplies. Independent Contractor shall supply all materials and supplies needed to
perform the services required unless otherwise agreed in writing.
11. No Authority To Bind CITY. Independent Contractor shall have no authority to enter into contracts
on behalf of CITY, it’s officers, agents and employees. This Agreement shall not create a partnership
or joint venture of any sort between the parties.
12. Federal Employment Status. In the event payment made pursuant to this Agreement is to be
charged against federal funds, Independent Contractor hereby certifies that it is not currently
employed by the Federal Government and the amount charged does not exceed Independent
Contractor’s normal charge for the type of services provided
13. Indemnification and Hold Harmless. The Independent Contractor shall assume all responsibilities
for the work, and bear all losses and damages directly or indirectly resulting to the Independent
Contractor, the City, or to others on account of the character or performance of the work, unforeseen
difficulties, accidents, or any other cause whatsoever. The Independent Contractor shall assume
defense of, indemnify and save harmless the City, its officials, agents, and employees from all claims,
liability, loss, damage and injury of every kind, nature and description, directly or indirectly resulting
from activities in the performance of the Contract, the ownership, maintenance or use of motor
AIS 07022012ATTACHMENT 1, Page 2 of 85
C775 immixTechnology, Inc.
Page 3 of 9
vehicles in connection therewith, or the acts, omissions, operations, or conduct of the Independent
Contractor or any Subcontractor under the Contract or any way arising out of the Contract,
irrespective of whether any act, omission or conduct of the City connected with the Contract is a
condition or contributory cause of the claim, liability loss, damage or injury and irrespective or
whether act, omission, or conduct of the Independent Contractor or Subcontractor is merely a
condition rather than a cause of a claim, liability, loss damage or injury. The Independent Contractor
shall not be liable for nor be required to defend or indemnify, the City relative to claims for damage or
damages resulting solely from acts or omissions of the City, its officials, agents or employees. The
absence of or inadequacy of the liability insurance required in section 14 below shall not negate
Independent Contractor’s obligations in this paragraph.
See GSA Schedule Page 4 of 56 #3 and Page 15 of 56 #9.
14. Insurance.
14.1. General Insurance. The Independent Contractor shall maintain in force for the duration of this
agreement a Commercial General Liability insurance policy written on an occurrence basis
with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily
injury or property damage. The policy will contain a “per project” aggregate endorsement.
Automobile Liability (owned, non-owned and hired) insurance with limits not less than
$1,000,000 per occurrence shall be maintained. The City, its employees, officials and agents
will be named as an Additional Insured where operations are being conducted related to this
contract, on the General Liability policy as respects to work or services performed under this
agreement to the extent that the death or bodily injury to persons or damage to property arises
out of the fault of the Independent Contractor or the fault of the Independent Contractor’s
agents, representatives or subcontractors. This insurance will be primary over any insurance
the City may carry on its own.
14.2. Professional Liability. Independent Contractor shall maintain in force during the duration of
this Agreement (and, if it is a claims made policy, for a year following completion of the
project) a professional liability policy, approved by the City’s Risk Manager as to terms,
conditions and limits.
14.3 Workers’ Compensation. Independent Contractor shall provide and maintain workers’
compensation coverage for its employees, officers, agents, or partners, as required by
applicable workers’ compensation laws. If Independent Contractor is exempt from coverage, a
written statement signed by Contractor so stating the reason for the exemption shall be provided
to the City.
14.4 Evidence of Insurance Coverage. Evidence of the required insurance coverages issued by an
insurance company satisfactory to the City shall be provided to the City by way of a City
approved certificate of insurance before any work or services commence.
14.5 Notice of Cancellation or Material Change in Coverage. The certificate of insurance shall
contain a requirement that the Insurance company notify the City 30 days prior to any
cancellation or material change in coverage. If the approved insurance company will not
provide this 30 day notice, the Contractor shall provide written notice to the City contract
manager within 2 days after the Contractor becomes aware that their coverage has been
canceled or has been materially changed. The Contractor shall either fax 541-726-3782 said
notice or email it directly to Bob Duey (rduey@springfield-or.gov), Finance Director at the City.
Regardless of what circumstances caused Contractors insurance coverage to cease or be
modified, it is the contractor’s responsibility to notify the City. Failure to maintain proper
insurance or provide notice of cancellation or modification shall be grounds for immediate
termination of this contract.________(Contractor initials)
14.6 Equipment and Material. The Independent Contractor shall be responsible for any loss,
damage, or destruction of its own property, equipment, and materials used in conjunction with
the work.
14.7 Subcontractors. The Independent Contractor shall require all subcontractors to provide and
maintain general liability, auto liability, professional liability (as applicable), and workers’
compensation insurance with coverage’s equivalent to those required of the general contractor in
AIS 07022012ATTACHMENT 1, Page 3 of 85
C775 immixTechnology, Inc.
Page 4 of 9
this contract. The Independent Contractor shall require certificates of insurance from all
subcontractors as evidence of coverage.
14.8 Exception or Waivers. Any exception or waiver of these requirements shall be subject to review
and approval from the City’s Risk Manager.
15. Termination. The performance of work under this Agreement may be terminated by CITY, in whole
or in part, whenever for any reason CITY shall determine that such termination is in the best interest
of CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice
of Termination specifying the extent to which performance of the work under the Agreement is
terminated and the date on which such termination is effective. Upon delivery to the Independent
Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY
shall, by agreement, make an appropriate written modification to this Agreement governing
completion of portions of the independent Contractor’s work and payment therefore by CITY.
16. Rights In Data. All original written material, including programs, card decks, tapes, listings, and
other documentation originated and prepared for CITY pursuant to this Agreement, shall become
exclusively the property of CITY. The ideas, concepts, know-how, or techniques developed during
the course of this Agreement by Independent Contractor personnel can by used by either party in any
way it may deem appropriate. Material already in Independent Contractor’s possession,
independently developed by Independent Contractor outside the scope of this Agreement, or rightfully
obtained by Independent Contractor from third parties, shall belong Independent Contractor. This
agreement shall not preclude Independent Contractor from developing materials which are
competitive, irrespective of their similarity to materials which might be delivered to CITY pursuant to
this Agreement. Independent Contractor shall not, however, use any written materials developed
under this Agreement in developing materials for others, except as provided in this section.
17. Confidentiality. During the course of performance hereunder, Independent Contractor or its agent,
employees, or contractors, may receive confidential information. Independent Contractor agrees to
use its best efforts to maintain the confidentiality of such information and to inform each agent and
employee performing services of the confidentiality obligation that pertains to such information.
18. Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer, subcontract or
sublet rights, or delegate responsibilities under this agreement, in whole or in part, without the prior
written approval of CITY. No such written approval shall relieve Independent Contractor of any
obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of
Independent Contractor. Independent Contractor shall remain liable as between the original parties
to this Agreement as if no such assignment had occurred.
19. Successors In Interest. The provisions of this Agreement shall be binding upon and shall inure to
the benefit of the parties to this Agreement and their respective successors and assigns.
20. Compliance With All Government Regulations. Independent Contractor shall comply with all
Federal, State and local laws, codes, regulations and ordinances applicable to the work performed
under this Agreement. Failure to comply with such requirements shall constitute a breach of contract
and shall be grounds for termination of this Agreement. Damages or costs resulting from
noncompliance shall be the sole responsibility of Independent Contractor.
21. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce any
provision of this Agreement, Independent Contractor shall pay such additional sums as the Court may
adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal.
See GSA Schedule Dispute Clause.
AIS 07022012ATTACHMENT 1, Page 4 of 85
C775 immixTechnology, Inc.
Page 5 of 9
22. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default caused
by fire, riot, acts of God and/or war which is beyond that party’s reasonable control. CITY may
terminate this Agreement upon written notice after determining such delay or default will
unreasonably prevent successful performance of the Agreement.
23. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or suit
against CITY on account of any alleged patent or copyright infringement arising out of the
performance of this Agreement or out of the use of any material furnished or work or services
performed hereunder, Independent Contractor shall defend CITY against any such suit or claim and
hold CITY harmless from any and all expenses, court costs, and attorney’s fees in connection with
such claim or suit.
24. Severability. If any provision of this Agreement is declared by a court to be illegal or in conflict with
any law, the validity of the remaining terms and provisions shall not be affected; and the rights and
obligations of the parties shall be construed and enforced as if the Agreement did not contain the
particular provision held to be invalid.
25. Access To Records. CITY and its duly authorized representatives shall have access to books,
documents, papers and records of Independent Contractor which are directly pertinent to this
Agreement for the purpose of making audit, examination, excerpts and transcripts.
26. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or
relinquishment by CITY of the right to such performance in the future nor of the right to enforce any
other provision of this Agreement.
27. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever, without prior written approval of CITY, No modification of this
Agreement shall bind either party unless reduced to writing and subscribed by both parties, or
ordered by a Court.
28. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal
and State civil rights and rehabilitation statutes, rules and regulations.
29. Dual Payment. Independent Contractor shall not be compensated for work performed under this
contract from any CITY agency other than the agency which is a party to this contract.
30. Remedies. This Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon, and any litigation arising out of this Agreement shall be conducted in the courts of
the State of Oregon, County of Lane.
31. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire Agreement
and supersedes all prior and contemporaneous oral or written communications between the parties,
their agents and representatives. There are no representations, promises, terms, conditions or
obligations other than those contained herein.
IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first
set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
AIS 07022012ATTACHMENT 1, Page 5 of 85
C775 immixTechnology, Inc.
Page 6 of 9
AIS 07022012ATTACHMENT 1, Page 6 of 85
C775 immixTechnology, Inc.
Page 7 of 9
EXHIBIT “A”
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Status
All performance of any labor or services required to be performed by Independent Contractor
shall be performed in accordance with the standards set forth in ORS 670.600 (2005), and as
follows:
A person is customarily engaged in an independently established business if any three of the
following six requirements are met:
1. The person maintains a business location:
a. That is separate from the business or work location of the person for whom the
services are provided; or,
b. That is in a portion of the person’s residence and that portion is used primarily
for the business.
2. The person bears the risk of loss related to the business or the provision of services as
shown by factors such as:
a. The person enters into fixed-price contracts;
b. The person is required to correct defective work;
c. The person warrants the services provided; or,
d. The person negotiates indemnification agreements or purchases liability
insurance, performance bonds or errors and omissions insurance.
4. The person provides contracted services for two or more different persons within a 12-
month period, or the person routinely engages in business advertising, solicitation or
other marketing efforts reasonably calculated to obtain new contracts to provide similar
services.
5. The person makes a significant investment in the business, through means such as:
a. Purchasing tools or equipment necessary to provide the services;
b. Paying for the premises or facilities where the services are provided; or
c. Paying for licenses, certificates or specialized training required to provide the
services.
6. The person has the authority to hire other persons to provide or to assist in providing
the services and has the authority to fire those persons.
AIS 07022012ATTACHMENT 1, Page 7 of 85
C775 immixTechnology, Inc.
Page 8 of 9
EXHIBIT “B”
City of Springfield
Public Contracts
Conformance with Oregon Public Contractors Laws
Pursuant to Oregon law, every public contract shall contain the following conditions:
1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279B.220(1)
2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279B.220(2).
3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279B.220(3).
4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4).
5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle,
compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care
services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279B.230.
7) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279A.055, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or
b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020.
An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.235(1)-(2).
8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3).
9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. Employer shall
give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on
the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the
employees may be required to work. ORS 279B.235(5).
If this agreement is for a public improvement, the contract shall contain the following conditions:
10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279C.505(1)(a).
11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279C.505(1)(b).
12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279C.505(1)(c).
13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(1)(d).
14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2).
AIS 07022012ATTACHMENT 1, Page 8 of 85
C775 immixTechnology, Inc.
Page 9 of 9
15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or
subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or
officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may
be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to
become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make
payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of
payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due
plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a good
faith dispute as defined in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a person
furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the
Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515.
16) The payment of a claim does not relieve the contactor or the contractor’s surety from obligation with respect to any unpaid claims.
ORS 279C.515(4).
17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279C.100, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or,
b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and,
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1).
An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.520(2).
18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279C.520(3).
19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. An employer
shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of
work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week
that the employees may be required to work. ORS 279C.520(5)
20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have
enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural
resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions at
the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under ORS
279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the successful
bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the ordinances,
rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the condition to the
contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard to the condition
encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS 279C.525.
21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care
services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279C.530.
22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal
prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the
specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1).
If this agreement is for demolition, the contract shall also contain the following conditions:
23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.510(1)
AIS 07022012ATTACHMENT 1, Page 9 of 85
Sales Quotation
All Pricing information is confidential
Page 1 of 2
Quote # QUO-294929-J2F7H1
Rod Lathrop
City of Springfield
225 5th Street
Springfield, OR 97477
PH: 541-736-1025
rlathrop@springfield-or.gov
Contract No.: GS-35F-0265X
CAGE Code: 3CA29
DUNS No.: 09-869-2374
TAX ID#: 54-1912608
Terms: NET 30
FOB: Destination
Order/Payment Address:
Quote Number:
QUO-294929-J2F7H1
immixTechnology, Inc.
Quote Date:
6/5/2012
8444 Westpark Drive, Suite 200
Expiration Date:
7/5/2012
McLean, VA 22102
PH: 703-752-0610 FX: 703-752-0613
EFT:BB&T
Routing No. 055003308
immixTechnology, Inc.
Contact:
Witt, Lyn
703-663-1920lwitt@Immixgroup.com
Manufacturer Quote #:
Manufacturer Ref #:
Manufacturer Contact:Patzold, Celeste
800 850 7374 x 1277celeste.patzold@kronos.com
PLEASE REFERENCE THIS QUOTE NUMBER ON ALL PURCHASE ORDERS ISSUED AGAINST THIS QUOTE.
The first year of TeleStaff Platinum Support is provided at no charge for the twelve (12) month period following delivery of the Software. The value of
the first year annual TeleStaff Platinum Support is $7,980.78. Upon expiration of the first 12 months of support, a renewal will be generated per the
terms of the agreement.
The first year of Web Access is provided at no charge for the twelve (12) month period following delivery of the Software. The value of the first year
annual Web Access is $3,900.40. Upon expiration of the first 12 months of Web Access, a renewal will be generated per the terms of the agreement.
Notwithstanding anything to the contrary contained in the GSA Contract agreement between Customer and immix Technology Inc, for the professional
services set forth on this Order Form and further described in the Kronos Statement of Work (the “SOW”), immix Technology Inc agrees to complete
the services described in the SOW for the fixed fee set forth herein (“Fixed Fee”), unless additional hours are required to complete the services
described in the SOW due to a change in the scope of the project, Customer’s delay in fulfilling its obligations, or as a result of a change in the
complexity of the original scope of services based on information unknown at the time the parties entered into the SOW. Any such additional hours
shall be agreed upon by the parties pursuant to the Change Order process described in the SOW and the Fixed Fee amount described herein shall be
amended as provided in such Change Order. If immix Technology Inc has not invoiced Customer for the entire Fixed Fee amount as set forth on this
Order Form (or a Change Order, if applicable) prior to completion of the services described in the SOW, upon completion of the services, Immix
Technology Inc will invoice Customer for any remaining fees up to the Fixed Fee amount and Customer shall pay such fees upon the payment terms
agreed upon herein.
MILESTONE PAYMENT SCHEDULE - PAYMENT DUE UPON COMPLETION OF EACH PHASE AS INDICATED IN THE SIGN-OFF SHEET.
MILESTONE 1: BASE DEPLOYMENT - $9,558.08
MILESTONE 2: ADVANCED CONFIGURATION - $10,779.36
Item Part Number Contract Trans
Type Product Description Qty Price Extended
Price
1 8603716-000 GS-35F-0265X LIC TeleStaff Enterprise v2245 $113.1600$27,724.20
2 8603716-000PM GS-35F-0265X MNT Platinum Maintenance TeleStaff Enterprise v2245 $0.0000$0.00
3 8603720-001 GS-35F-0265X LIC Telestaff Gateway Manager v21 $4,041.3000$4,041.30
4 8603720-001PM GS-35F-0265X MNT Platinum Maintenance for Telestaff Gateway
Manager v2
1 $0.0000$0.00
5 8603718-000 GS-35F-0265X LIC Telestaff Web Access - TSG Hosted v2245 $0.0000$0.00
AIS 07022012ATTACHMENT 1, Page 10 of 85
Sales Quotation
All Pricing information is confidential
Page 2 of 2
Quote # QUO-294929-J2F7H1
6 8603718-000PM GS-35F-0265X MNT Platinum Maintenance for Telestaff Web
Access - TSG Hosted v2
245 $0.0000$0.00
7 8603726-001 GS-35F-0265X LIC Telestaff Database Sybase License v2 (Base
Server License)
1 $101.0300$101.03
8 8603726-001 GS-35F-0265X LIC Telestaff Database Sybase License v2 (Base
Server License)
7 $101.0300$707.21
9 3601316-001 GS-35F-0265X LIC Dongle - 3rd Party Syntellect - 4 Port1 $727.4400$727.44
10 9990041-PRO GS-35F-0265X SVC Professional Services - Base Deployment
Telestaff - Milestone 1
1 $9,558.08$9,558.08
11 9990042-PRO GS-35F-0265X SVC Professional Services - Advanced
Configuration Telestaff - Milestone 2
1 $10,779.36$10,779.36
LICENSE$33,301.18
SW MAINTENANCE $0.00
SERVICES$20,337.44
Grand Total$53,638.62
Subject to the Terms and Conditions of GSA MAS Contract Number GS-35F-0265X; See GSA eLibrary:
http://www.gsaelibrary.gsa.gov/ElibMain/home.do
Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided.
All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract
Number or Our Quote Number, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a
Signature of a duly Authorized Representative.
AIS 07022012ATTACHMENT 1, Page 11 of 85
AIS 07022012ATTACHMENT 1, Page 12 of 85
AIS 07022012ATTACHMENT 1, Page 13 of 85
AIS 07022012ATTACHMENT 1, Page 14 of 85
AIS 07022012ATTACHMENT 1, Page 15 of 85
AIS 07022012ATTACHMENT 1, Page 16 of 85
AIS 07022012ATTACHMENT 1, Page 17 of 85
AIS 07022012ATTACHMENT 1, Page 18 of 85
AIS 07022012ATTACHMENT 1, Page 19 of 85
AIS 07022012ATTACHMENT 1, Page 20 of 85
AIS 07022012ATTACHMENT 1, Page 21 of 85
AIS 07022012ATTACHMENT 1, Page 22 of 85
AIS 07022012ATTACHMENT 1, Page 23 of 85
AIS 07022012ATTACHMENT 1, Page 24 of 85
AIS 07022012ATTACHMENT 1, Page 25 of 85
Kronos Milestones Signoff for City of Springfield (1).docx I KRONOS INCORPORATED I Page 1 of 2
PRODUCTION MILESTONE SIGN-OFF
Sign-off on this milestone indicates that the TSG product(s) included in the project phase
has been successfully moved into a production environment and is working according to
the Solution Design documents. The implementation project for the applicable product(s) is
considered complete and the customer is ready to transition to Post Implementation
Support. Implementation projects may be single or multi-phase as determined during the
Plan Phase.
Sign-off of this milestone indicates that the Customer has understood and completed all of
the requirements in readiness for the closure of the Deployment & Advanced Phase of the
Project, or understands the Project impacts of moving forward without completion of the
listed items:
Item # Item Completed (Y/N)
1. Base Deployment
Reasons for Project continuing with incomplete items / Project impacts: (if any)
AIS 07022012ATTACHMENT 1, Page 26 of 85
Kronos Milestones Signoff for City of Springfield (1).docx I KRONOS INCORPORATED I Page 2 of 2
KRONOS Milestone 1 Open Items
ITEMS LISTED AS PENDING ACTION BY THE KRONOS IMPLEMENTATION TEAM ON THE PROJECT
CLOSURE MILESTONE. THESE ITEMS REQUIRE RESOLUTION FOR PROJECT SIGN OFF :
PRODUCTION MILESTONE
Sign-Off
City of Springfield Project Manager
Signature: Date:
City of Springfield Project Lead
Signature: Date:
TSG Project Manager
Signature: Date:
AIS 07022012ATTACHMENT 1, Page 27 of 85
Kronos Milestones Signoff for City of Springfield (2).docx I KRONOS INCORPORATED I Page 1 of 2
PRODUCTION MILESTONE SIGN-OFF
Sign-off on this milestone indicates that the TSG product(s) included in the project phase
has been successfully moved into a production environment and is working according to
the Solution Design documents. The implementation project for the applicable product(s) is
considered complete and the customer is ready to transition to Post Implementation
Support. Implementation projects may be single or multi-phase as determined during the
Plan Phase.
Sign-off of this milestone indicates that the Customer has understood and completed all of
the requirements in readiness for the closure of the Deployment & Advanced Phase of the
Project, or understands the Project impacts of moving forward without completion of the
listed items:
Item # Item Completed (Y/N)
1. Advanced Configuration
Reasons for Project continuing with incomplete items / Project impacts: (if any)
AIS 07022012ATTACHMENT 1, Page 28 of 85
Kronos Milestones Signoff for City of Springfield (2).docx I KRONOS INCORPORATED I Page 2 of 2
KRONOS Milestone 2 Open Items
ITEMS LISTED AS PENDING ACTION BY THE KRONOS IMPLEMENTATION TEAM ON THE PROJECT
CLOSURE MILESTONE. THESE ITEMS REQUIRE RESOLUTION FOR PROJECT SIGN OFF :
PRODUCTION MILESTONE
Sign-Off
City of Springfield Project Manager
Signature: Date:
City of Springfield Project Lead
Signature: Date:
TSG Project Manager
Signature: Date:
AIS 07022012ATTACHMENT 1, Page 29 of 85
Authorized Information Technology
Schedule Pricelist
GS-35F-0265X
AIS 07022012ATTACHMENT 1, Page 30 of 85
AUTHORIZED INFORMATION TECHNOLOGY
SCHEDULE PRICELIST GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY
EQUIPMENT, SOFTWARE AND SERVICES
Special Item Numbers (SIN) Products/Services
132-8 ........................................ Purchase of New Equipment
132-12 ............................................. Equipment Maintenance
132-32 ............................................. Term Software Licenses
132-33 ...................................... Perpetual Software Licenses
132-34 ........................ Maintenance of Software as a Service
132-50 ........................................................ Training Courses
132-52 ................................... Electronic Commerce Services
132-53 ....................................................... Wireless Services
132-62 ............. HSPD-12 Products and Service Components
Note: 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.
SIN 132-8 PURCHASE OF NEW EQUIPMENT
FSC Class 7010 .................................. System Configuration
• End User Computers/Desktop Computers
• Laptop/Portable/Notebook Computers
• Servers
• Optical and Imaging Systems
FSC Class 7025 ............... Input/Output and Storage Devices
• Printers
• Display
• Network Equipment
• Other Communications Equipment
• Storage Devices including Magnetic Storage, Magnetic
Tape Storage and Optical Storage
• Other Input/Output and Storage Devices, Not
Elsewhere Classified
FSC Class 7035 ............................. ADP Support Equipment
• ADP Support Equipment
FSC Class 7042 ... Mini and Micro Computer Control Devices
• Microcomputer Control Devices
FSC Class 5805 .......... Telephone and Telegraph Equipment
• Telephone Equipment
• Audio and Video Teleconferencing Equipment
FSC Class 5810 ............................ Communications Security
Equipment and Components
• Communications Security Equipment
FPDS Code N070 ......................................................... Other
• Installation
• Deinstallation
• Reinstallation
NOTE: Installation must be incidental to, in conjunction with and
in direct support of the products sold under SIN 132-8 of this
contract and cannot be purchased separately. If the construction,
alteration or repair is segregable and exceeds $2,000, then the
requirements of the Davis-Bacon Act apply. In applying the
Davis-Bacon Act, ordering activities are required to incorporate
wage rate determinations into orders, as applicable.
SIN 132-12 - EQUIPMENT MAINTENANCE
FSC/PSC J070 .................................................. Maintenance
FSC/PSC J058 ............................ Maintenance and Repair of
Communication Equipment
SIN 132-32 - TERM SOFTWARE LICENSES
Software maintenance as a product includes the publishing of
bug/defect fixes via patches and updates/upgrades in function
and technology to maintain the operability and usability of the
software product. It may also include other no charge support
that are included in the purchase price of the product in the
commercial marketplace. No charge support includes items such
as user blogs, discussion forums, on-line help libraries and FAQs
(Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for
user’s self diagnostics.
Software maintenance as a product does NOT
NOTE: Offerors are encouraged to identify within their software
items any component interfaces that support open standard
interoperability. An item’s interfaces 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
include the
creation, design, implementation, integration, etc. of a software
package. These examples are considered software maintenance
as a service – which is catagorized under a difference SIN (132-
34).
FSC Class 7030 ................. Information Technology Software
http://www.core.gov.
SIN 132-33 - PERPETUAL SOFTWARE LICENSES
Software maintenance as a product includes the publishing of
bug/defect fixes via patches and updates/upgrades in function
and technology to maintain the operability and usability of the
software product. It may also include other no charge support
that are included in the purchase price of the product in the
commercial marketplace. No charge support includes items such
as user blogs, discussion forums, on-line help libraries and FAQs
(Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for
user’s self diagnostics.
Software maintenance as a product does NOT
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
include the
creation, design, implementation, integration, etc. of a software
package. These examples are considered software maintenance
as a service.
FSC Class 7030 ................. Information Technology Software
http://www.core.gov.
SIN 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.
AIS 07022012ATTACHMENT 1, Page 31 of 85
Software maintenance as a service is billed arrears in
accordance with 31 U.S.C. 3324.
SIN 132-50 - TRAINING COURSES (FPDS Code U012)
SIN 132-52 - ELECTRONIC COMMERCE (EC) SERVICES
FPDS Code D304 ..... Value Added Network Services (VANs)
SIN 132-53 - WIRELESS SERVICES
FPDS Code D304 ...................................... Wireless Services
(Excluding local and long distance voice, data, video, and
dedicated transmission services which are NOT mobile.)
• Paging Services
• Cellular/PCS Voice Services
SIN 132-62 - HSPD-12 PRODUCT AND SERVICE
COMPONENTS (FPDS D399)
Personal Identity Verification (PIV) Credentials and Services.
This facilitates trusted physical and electronic access to
government facilities and networks using smart card technology.
PIV Credentials and Services is a key enabler of identity
assurance for access control and protects Federal facilities and
information systems from unauthorized access, interception, and
tampering.
CONTRACTOR
immixTechnology, Inc.
8444 Westpark Drive
Suite 200
McLean, VA 22102
Phone: 703.752-0610
Email: iTechContracts@immixgroup.com
Contract Number:
GS-35F-0265X
Period Covered by Contract:
March 3, 2011 through March 2, 2016
General Services Administration
Federal Acquisition Service
Products and ordering information in this Authorized Information
Technology Schedule Pricelist are also available on the GSA
Advantage! System (http://www.gsaadvantage.gov).
TABLE OF CONTENTS
INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO
ALL SPECIAL ITEM NUMBERS .......................................... 3
TERMS AND CONDITIONS APPLICABLE T0 PURCHASE OF
GENERAL PURPOSE COMMERCIAL INFORMATION
TECHNOLOGY NEW EQUIPMENT(SPECIAL ITEM NUMBER
132-8) .................................................................................. 9
TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE,
REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR
GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT,
RADIO/TELEPHONE EQUIPMENT, (AFTER EXPIRATION OF
GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN
REQUIRED SERVICE IS NOT COVERED BY
GUARANTEE/WARRANTY PROVISIONS) AND FOR LEASED
EQUIPMENT (SPECIAL ITEM NUMBER 132-12) ............. 11
TERMS AND CONDITIONS APPLICABLE TO TERM
SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32),
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
......................................................................................... 13
TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF
TRAINING COURSES FOR GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT
AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) ..... 17
TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC
COMMERCE (EC) (SPECIAL IDENTIFICATION NUMBER 132-
52) .................................................................................... 18
TERMS AND CONDITIONS APPLICABLE TO WIRELESS
SERVICES (SPECIAL ITEM NUMBER 132-53) ................ 20
TERMS AND CONDITIONS APPLICABLE TO
AUTHENTICATION PRODUCTS AND SERVICES (SPECIAL
ITEM NUMBER 132-62) .................................................... 21
SUGGESTED FORMATS FOR BLANKET PURCHASE
AGREEMENTS ................................................................. 23
BASIC GUIDELINES FOR USING “CONTRACTOR TEAM
ARRANGEMENTS”........................................................... 24
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.
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.gsa.gov/fas) contain information on a broad array of
products and services offered by small business concerns.
This information should be used as a tool to assist ordering
activities in meeting or exceeding established small business
goals. It should also be used as a tool to assist in including small,
small disadvantaged, and women-owned small businesses
among those considered when selecting pricelists for a best
value determination.
For orders exceeding the micropurchase threshold, customers
are to give preference to small business concerns when two or
more items at the same delivered price will satisfy their
requirement.
AIS 07022012ATTACHMENT 1, Page 32 of 85
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.
The Geographic Scope of Contract will be
domestic delivery
703-752-0610 or
only.
2. CONTRACTOR’S ORDERING ADDRESS AND
PAYMENT INFORMATION:
a. 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 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.
b. The following telephone number(s) can be used by ordering
activities to obtain technical and/or ordering assistance:
iTechContracts@immixgroup.com
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 Contract
Block 16: Data Universal Numbering System (DUNS) Number:
098692374
Block 30: Type of Contractor is (B) Other Small Business
Block 31: Woman-Owned Small Business - No
Block 37: Contractor's Taxpayer Identification Number (TIN):
54-1912608
Block 40: Veteran Owned Small Business (VOSB): N/A
4a. CAGE Code: 3CA29
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 thirty (30) calendar days after receipt of order
(ARO), unless set forth otherwise on Attachment B to this
schedule pricelist appended hereto and incorporated herein.
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.
7. DISCOUNTS:
Prices shown are NET Prices; Basic Discounts have been
deducted.
a. PROMPT PAYMENT: 0% - Net 30 days from receipt of
invoice or date of acceptance, whichever is later.
b. QUANTITY. None unless otherwise specified in the
pricelist.
c. DOLLAR VOLUME. None unless otherwise specified
in the pricelist.
d. GOVERNMENT EDUCATIONAL INSTITUTIONS.
Government Educational Institutions are offered the
same discounts as all other Government customers.
e. OTHER. None unless otherwise specified in the
pricelist.
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:
Not available within the scope of this contract.
10. SMALL REQUIREMENTS:
The minimum dollar value of orders to be issued is $100.00.
11. MAXIMUM ORDER (All dollar amounts are
exclusive of any discount for prompt payment.)
a. The Maximum Order value for the following Special
Item Numbers (SINs) is $500,000:
Special Item Number 132-8 - Purchase of Equipment
Special Item Number 132-12 - Equipment Maintenance
Special Item Number 132-32 - Term Software Licenses
Special Item Number 132-33 - Perpetual Software Licenses
Special Item Number 132-34 - Maintenance of Software as a
Service
Special Item Number 132-52 - Electronic Commerce (EC)
Services
Special Item Number 132-53 – Wireless Services
b. The Maximum Order value for the following Special
Item Numbers (SINs) is $25,000:
Special Item Number 132-50 - Training Courses
c. The Maximum Order value for the following Special
Item Numbers (SINs) is $1,000,000:
Special Item Number 132-62 – HSPD-12 Product and Service
Components
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.
AIS 07022012ATTACHMENT 1, Page 33 of 85
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 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.
(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)
AIS 07022012ATTACHMENT 1, Page 34 of 85
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).
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 and maintenance of equipment in areas listed in
the pricelist outside the 48 contiguous states and the District of
Columbia, except as indicated below:
a. In place of an installation or delivery date for products,
a shipping date shall be specified on the order.
b. Point of Exportation for all other overseas locations. In
place of a delivery/installation date for equipment or
software, a shipping date shall be specified on the
order. The Contractor shall pay for shipment to a
CONUS APO/FPO. At the option of the Ordering
Activity, F.O.B. will be Point of Origin, with freight
prepaid and invoiced. Authorization for all shipping,
export, and other charges must be included on the
ordering activity order. All such charges are outside
the scope of this contract.
c. All orders will be accepted on a case-by-case basis for
requirements outside the basic geographic scope of
this contract.
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 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.
AIS 07022012ATTACHMENT 1, Page 35 of 85
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 offered in this contract will be supplied by Contractor
or Manufacturer (see definition below) upon request via email at
the following address: iTechContracts@immixGroup.com
The EIT standard can be found at: www.Section508.gov/.
24. PRIME CONTRACTOR ORDERING FROM FEDERAL
SUPPLY SCHEDULES
Prime Contractors (on cost reimbursement contracts) placing
orders under Federal Supply Schedules, on behalf of an Ordering
Activity, shall follow the terms of the applicable schedule and
authorization and include with each order –
(a) A copy of the authorization from the Ordering Activity
with whom the contractor has the prime contract (unless a copy
was previously furnished to the Federal Supply Schedule
contractor); and
(b) The following statement:
This order is placed under written authorization from _______
dated _______. In the event of any inconsistency between the
terms and conditions of this order and those of your Federal
Supply Schedule contract, the latter will govern.
25. INSURANCE—WORK ON A GOVERNMENT
INSTALLATION (JAN 1997)(FAR 52.228-5)
(a) The Contractor shall, at its own expense, provide and
maintain during the entire performance of this contract, at least
the kinds and minimum amounts of insurance required in the
Schedule or elsewhere in the contract.
(b) Before commencing work under this contract, the
Contractor shall notify the Contracting Officer in writing that the
required insurance has been obtained. The policies evidencing
required insurance shall contain an endorsement to the effect that
any cancellation or any material change adversely affecting the
Government's interest shall not be effective—
(1) For such period as the laws of the State in
which this contract is to be performed prescribe; or
(2) Until 30 days after the insurer or the
Contractor gives written notice to the Contracting Officer,
whichever period is longer.
(c) The Contractor shall insert the substance of this
clause, including this paragraph (c), in subcontracts under this
contract that require work on a Government installation and shall
require subcontractors to provide and maintain the insurance
required in the Schedule or elsewhere in the contract. The
Contractor shall maintain a copy of all subcontractors' proofs of
required insurance, and shall make copies available to the
Contracting Officer upon request.
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)
28. PARTIAL SHIPMENTS
Contractor will attempt to ship all orders complete, however, this
is not always possible. Ordering Activities are advised that partial
shipments may occur and Contractor will invoice partial
shipments separately. The Ordering Activity must pay for each
shipment as invoiced. If the Ordering Activity does not wish to
accept a partial shipment, the agency should specify that the
order is to ship complete on the Agency Purchase Order.
29. INTEGRATION
The Non-Disclosure provisions set forth in Section 9b.(7), the IP
Infringement provisions set forth in Section 9b.(9) and the
Limitation of Liability provisions set forth in Section 3c. of the
Terms and Conditions Applicable to Term Software Licenses
(Special Item Number 132-32), 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 are hereby incorporated into
and made a part of the terms applicable to all SINs.
30. GLOSSARY OF DEFINITIONS
a. “Contractor” means immixTechnology, Inc.
b. “Contractor and its affiliates” and “Contractor or its
affiliates” refers to the Contractor, its chief executives, directors,
officers, subsidiaries, affiliates, subcontractors at any tier, and
consultants and any joint venture involving the Contractor, any
entity into or with which the Contractor subsequently merges or
affiliates, or any other successor or assignee of the Contractor.
c. “Manufacturer” shall mean a manufacturer, supplier or
producer of Equipment (as defined below) or a publisher or
developer of Software or related Training Materials (as defined
below) provided to Contractor through a letter of supply to be
licensed or sold to Ordering Activities under this contract.
d. “Ordering Activity” shall mean, 1) any entity authorized to
use GSA sources of supply and services as set forth in GSA
Directive ADM 4800.2F or such later issued version, and 2) any
entity acting on behalf of an Ordering Activity pursuant to a
properly issued letter of authorization per Section 24 above –
“Prime Contractor Ordering From Federal Supply Schedules”
under Information for Ordering Activities applicable to All Special
Item Numbers.
The parties understand and agree that Contractor acts as a
reseller of all Equipment, Software, Documentation, and services
offered under this contract. With regard to Equipment, Software,
and Documentation, Contractor represents that it has the
requisite right and authority under its reseller agreements with the
Manufacturers to offer the products and grant the rights specified
in this contract, and Manufacturers shall have no privity of
contract with an Ordering Activity hereunder. With regard to
services, while some or all of the services ordered hereunder
may be physically performed by Manufacturer, Service Provider,
or other third-party personnel (as is specified under applicable
SINs) acting under a subcontract or similar arrangement with
31. RESPONSIBILITIES OF CONTRACTOR
AIS 07022012ATTACHMENT 1, Page 36 of 85
Contractor, and while the scope and price of such services are
defined by the applicable provider's policies (such as
Maintenance Services Policies, Electronic Commerce Service
Policies, or Wireless Services plans), Contractor remains solely
responsible to the Ordering Activity for all such performance.
AIS 07022012ATTACHMENT 1, Page 37 of 85
TERMS AND CONDITIONS APPLICABLE T0
PURCHASE OF GENERAL PURPOSE
COMMERCIAL INFORMATION TECHNOLOGY
NEW EQUIPMENT
(SPECIAL ITEM NUMBER 132-8)
1. GLOSSARY OF DEFINITIONS
a. “Documentation” shall mean Manufacturer’s then current
help guides, specifications and operating manuals issued by
Manufacturer and made generally available by Manufacturer for
the Equipment whether on-line or in hard copy.
b. “Equipment” shall mean the computer hardware identified
on Attachment B to this schedule pricelist.
2. MATERIAL AND WORKMANSHIP
All Equipment furnished hereunder must substantially perform the
function for which it is intended as set forth in the accompanying
Documentation.
3. ORDER
Written orders, EDI orders (GSA Advantage! and FACNET),
credit card orders, and orders placed under blanket purchase
agreements (BPA) agreements shall be the basis for purchase in
accordance with the provisions of this contract. If time of delivery
extends beyond the expiration date of the contract, the Contractor
will be obligated to meet the delivery and installation date
specified in the original order.
For credit card orders and BPAs, telephone orders are
permissible.
4. TRANSPORTATION OF EQUIPMENT
FOB DESTINATION. Prices cover Equipment delivery to
destination, for any location within the geographic scope of this
contract.
5. INSTALLATION AND TECHNICAL SERVICES
a. INSTALLATION. When the Equipment provided under
this contract is not normally self-installable, the Contractor its
Manufacturer or other authorized service provider’s technical
personnel shall be available to the Ordering Activity, at the
Ordering Activity's location, to install the Equipment and to train
Ordering Activity personnel in the use and maintenance of the
Equipment. The charges, for such services are listed by
Manufacturer, in the schedule pricelist.
b. OPERATING AND MAINTENANCE MANUALS. The
Contractor or its Manufacturer shall furnish the Ordering Activity
with one (1) copy of all Documentation, which is normally
provided with the Equipment being purchased. For
Documentation only available on-line, Contractor or its
Manufacturer shall provide Ordering Activity access to such
Documentation.
6. INSPECTION/ACCEPTANCE
The Contractor shall only deliver those items ordered that
substantially conform to the requirements of this contract and the
applicable Manufacturer’s Documentation. Therefore, items
delivered shall be deemed accepted upon delivery to Ordering
Activity’s designated receiving facility. The Ordering Activity
reserves the right to inspect or test any equipment that has been
delivered. The Ordering Activity may require repair or
replacement of nonconforming equipment at no increase in
contract price. The ordering activity must exercise its post-
acceptance rights (1) within the applicable warranty period as set
forth below; and (2) before any substantial change occurs in the
condition of the item, unless the change is due to the defect in
the item.
7. WARRANTY
a. Unless specified otherwise in this contract, the
warranties extended to the Ordering Activity for Equipment and
Documentation, and the exclusions and disclaimers applicable to
such warranties, shall be as set forth on Attachment A to this
schedule pricelist (Contractor Supplemental Pricelist Information
and Incorporated Terms). Notwithstanding anything to the
contrary that may be marked on or provided with the Equipment
or Documentation, the parties understand and agree that such
warranties, exclusions and disclaimers follow the applicable
Manufacturer's standard commercial warranties, exclusions and
disclaimers but are provided to the Ordering Activity by the
Contractor, who will be responsible to the Ordering Activity for all
compliance, service and remedies thereunder.
b. Limitation of Liability
i) Exclusion of Consequential Damages. EXCEPT FOR A) A
CLAIM OF IP INFRINGEMENT HEREUNDER, OR B) AS
PROVIDED IN SUBSECTION (c)(iii) BELOW, IN NO EVENT
SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF
PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR
ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
ii) Limitation of Direct Damages. Except for a) a claim of IP
Infringement, hereunder, or b) as provided in subsection (c)(iii)
below, the aggregate and cumulative liability of Contractor for
damages hereunder shall in no event exceed the amount of fees
paid by Ordering Activity under the order giving rise to such
liability, and if such damages relate to particular Equipment such
liability shall be limited to fees paid for the relevant Equipment.
iii) Non-Applicability to Statutory or Regulatory Rights. Nothing
herein shall operate to impair or prejudice the U.S. Government's
right (a) to recover for fraud or crimes arising out of or relating to
this contract under any Federal fraud statute, including without
limitation the False Claims Act (31 USC §§3729 through 3733), or
(b) to express remedies provided under any FAR, GSAR or
Schedule 70 solicitation clauses incorporated into this contract,
including without limitation the GSAR 552.215-72 Price
Adjustment – Failure to Provide Accurate Information (August
1997) or GSAR 552.238-75 Price Reductions (May 2004)
Alternate I (May 2003).
c. Inspection and repair of defective Equipment under this
warranty may be performed, at the option of the Contractor, at a
service facility/plant authorized by the Contractor. The Ordering
Activity may not return defective Equipment to the Contractor, the
Manufacturer or its authorized service provider for repair or
replacement without prior consultation and instruction.
8. PURCHASE PRICE FOR ORDERED EQUIPMENT
The purchase price that the Ordering Activity will be charged will
be the Ordering Activity purchase price in effect at the time of
order placement (which shall not exceed the price agreed to at
the time of award of the GSA Schedule contract, as may be
revised from time to time through a contract modification agreed
to and issued by the GSA Schedule contracting officer), or the
Ordering Activity purchase price in effect on the installation date
(or delivery date when installation is not applicable), whichever is
less. Provided, however, that the Ordering Activity shall only be
AIS 07022012ATTACHMENT 1, Page 38 of 85
entitled to a lower price if the installation date is no longer than
thirty (30) days after the date of order placement.
9. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws, ordinances, and
regulations (Federal, State, City or otherwise) covering work of
this character, and shall include all costs, if any, of such
compliance in the prices quoted in this offer.
10. TRADE-IN OF INFORMATION TECHNOLOGY
EQUIPMENT
When an Ordering Activity determines that Information
Technology Equipment will be replaced, the Ordering Activity
shall follow the contracting policies and procedures in the Federal
Acquisition Regulation (FAR), the policies and procedures
regarding disposition of information technology excess personal
property in the Federal Property Management Regulations
(FPMR) (41 CFR 101-43.6), and the policies and procedures on
exchange/sale contained in the FPMR (41 CFR part 101-46).
AIS 07022012ATTACHMENT 1, Page 39 of 85
TERMS AND CONDITIONS APPLICABLE TO
MAINTENANCE, REPAIR SERVICE AND REPAIR
PARTS/SPARE PARTS FOR GOVERNMENT-
OWNED GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT,
RADIO/TELEPHONE EQUIPMENT, (AFTER
EXPIRATION OF GUARANTEE/WARRANTY
PROVISIONS AND/OR WHEN REQUIRED SERVICE
IS NOT COVERED BY GUARANTEE/WARRANTY
PROVISIONS) AND FOR LEASED EQUIPMENT
(SPECIAL ITEM NUMBER 132-12)
1. GLOSSARY OF DEFINITIONS
a. “Documentation” shall mean Manufacturer’s then current
help guides, specifications and operating manuals issued by
Manufacturer and made generally available by Manufacturer for
the Equipment whether on-line or in hard copy.
b. “Maintenance Services” shall mean the services provided
by Contractor through an applicable Manufacturer under this
contract in accordance with the Manufacturer’s then current
Maintenance Services Policy.
c. “Maintenance Services Policy” shall mean the
commercial terms describing a Manufacturer’s standard
maintenance and support offerings, policies and procedures for
its Equipment, a copy of which is set forth in Attachment A to this
schedule pricelist.
d. “Equipment” shall mean the computer hardware identified
on Attachment B to this schedule pricelist.
2. SERVICE AREAS
a. The types/levels of maintenance, geographic scope
of availability, and applicable rates vary by Manufacturer and are
generally set forth in an applicable Manufacturer’s Maintenance
Services Policy. If any additional charge is to apply because of
distance from the Contractor’s service locations, the mileage rate
or other distance factor shall be negotiated at the Task Order
level.
b. When repair services cannot be performed at the
Ordering Activity installation site, the repair services will be
performed at the Contractor's, Manufacturer’s or authorized
service provider’s plant(s).
3. MAINTENANCE ORDER
a. Agencies may use written orders, EDI orders, credit
card orders, or BPAs, for ordering maintenance under this
contract. The Contractor shall confirm orders within fifteen (15)
calendar days from the date of receipt, except that confirmation
of orders shall be considered automatic for renewals for
maintenance (Special Item Number 132-12). Automatic
acceptance of order renewals for maintenance service shall apply
for machines which may have been discontinued from use for
temporary periods of time not longer than 120 calendar days. If
the order is not confirmed by the Contractor as prescribed by this
paragraph, the order shall be considered to be confirmed by the
Contractor.
b. The Contractor shall honor orders for Maintenance
Services for the duration of the contract period or a lessor period
of time, for the Equipment shown in the schedule pricelist.
Maintenance Services shall commence on a mutually agreed
upon date, which will be written into the maintenance order.
Maintenance orders shall not be made effective before the
expiration of any applicable maintenance and parts
guarantee/warranty period associated with the purchase of
Equipment. Orders for Maintenance Service shall not extend
beyond the end of the contract period.
c. Maintenance Services may be discontinued by the
Ordering Activity on thirty (30) calendar days written notice, or
shorter notice when agreed to by the Contractor; such notice to
become effective thirty (30) calendar days from the date on the
notification. However, the Ordering Activity may extend the
original discontinuance date upon written notice to the Contractor,
provided that such notice is furnished at least ten (10) calendar
days prior to the original discontinuance date.
d. Annual Funding. When annually appropriated funds
are cited on a maintenance order, the period of maintenance
shall automatically expire on September 30th of the contract
period, or at the end of the contract period, whichever occurs first.
Renewal of a maintenance order citing the new appropriation
shall be required, if maintenance is to continue during any
remainder of the contract period.
e. 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.
f. Ordering Activities should notify the Contractor in
writing thirty (30) calendar days prior to the expiration of
Maintenance Services, if maintenance is to be terminated at that
time. Orders for continued maintenance will be required if
maintenance is to be continued during the subsequent period.
4. REPAIR SERVICE AND REPAIR PARTS/SPARE
PARTS ORDERS
Repair service and repair parts/spare parts orders are not
available under the scope of this schedule contract.
5. LOSS OR DAMAGE
a. When the Contractor, through the Manufacturer, or its
authorized service provider removes equipment to its
establishment for repairs, the Contractor shall be responsible for
any damage or loss, from the time the Equipment is removed
from the Ordering Activity installation, until the equipment is
returned to such installation.
b. When Equipment is returned by Ordering Activity to the
Contractor through the Manufacturer’s or its authorized service
provider’s facility for repairs, the Ordering Activity shall be
responsible for any loss or damage to the Equipment being
returned by the Ordering Activity for repair. Contractor shall only
be responsible for any loss or damage while the Equipment is at
the Contractor’s or its Manufacturer’s or authorized service
provider’s facility and until it is returned to the Ordering Activity’s
location.
6. SCOPE
a. In exchange for the applicable fees, the Contractor,
through the Manufacturer or its authorized service provider shall
provide Maintenance Services for all Equipment listed herein, as
requested by the Ordering Activity during the contract term.
Repair service and repair parts/spare parts shall apply exclusively
to the Equipment types/models within the scope of this
Information Technology Schedule.
AIS 07022012ATTACHMENT 1, Page 40 of 85
b. Equipment placed under Maintenance Service shall be
in good operating condition.
(1) In order to determine that the Equipment is in good
operating condition, the Equipment shall be subject to inspection
by the Contractor through the Manufacturer or its authorized
service provider without charge to the Ordering Activity.
(2) Costs of any repairs performed for the purpose of
placing the Equipment in good operating condition shall be borne
by the Contractor, provided the Equipment was under the
Contractor's guarantee/warranty or maintenance responsibility
prior to the effective date of the maintenance order.
(3) If the Equipment was not under the Contractor's
responsibility, the costs necessary to place the Equipment in
proper operating condition shall be borne by the Ordering Activity,
in accordance with the provisions of Special Item Number 132-12
(or outside the scope of this contract).
(4) Contractor shall have no obligation to provide
Maintenance Services for Equipment that has been modified by
Ordering Activity, is in disrepair or subject to any other exclusions
as set out in Manufacturer’s Maintenance Services Policy.
7. RESPONSIBILITIES OF THE ORDERING ACTIVITY
a. Ordering Activity personnel shall not perform
maintenance or attempt repairs to Equipment while such
Equipment is under the purview of a maintenance order, unless
agreed to by the Contractor. The Ordering Activity will follow
Contractor’s designated procedures when returning Equipment to
Contractor’s, Manufacturer’s or its authorized service provider’s
facility for repairs.
b. Subject to security regulations, the Ordering Activity
shall permit access to the Equipment, which is to be maintained
or repaired by Contractor, Manufacturer or its authorized service
provider .
c. If the Ordering Activity desires a factory
authorized/certified service personnel then this should be clearly
stated in the task or delivery order.
8. RESPONSIBILITIES OF THE CONTRACTOR
a. For Equipment not covered by a maintenance contract or
warranty, the Contractor, through the Manufacturer’s or its
authorized service provider’s repair service personnel shall
complete repairs as soon as reasonably possible after notification
by the Ordering Activity that service is required.
b. If the Ordering Activity task or delivery order specifies
factory authorized/certified service personnel then the Contractor
is obligated to provide such factory authorized/certified service
personnel for the Equipment to be repaired or serviced, unless
otherwise agreed to in advance between the Ordering Activity and
the Contractor.
9. MAINTENANCE RATE PROVISIONS
a. For Equipment under monthly Maintenance Services,
the Contractor shall bear all costs of maintenance, including
labor, parts, and such other expenses as are necessary to keep
the Equipment in good operating condition, provided that the
required repairs are not occasioned by fault or negligence of the
Ordering Activity.
b. REGULAR HOURS. The basic monthly rate for each
make and model of Equipment shall entitle the Ordering Activity
to the Maintenance Services as set forth in the applicable
Manufacturer’s Maintenance Services Policy.
c. AFTER HOURS. Should the Ordering Activity require
that maintenance be performed outside of Regular Hours,
charges for such maintenance, if any, will be specified in the
pricelist or in the applicable Manufacturer’s Maintenance Services
Policy. Periods of less than one hour will be prorated to the
nearest quarter hour.
d. TRAVEL AND TRANSPORTATION. If any charge is to
apply, over and above the regular maintenance rates, because of
the distance between the Ordering Activity location and the
Contractor’s service area, the charge will be negotiated at the
Task Order level.
e. QUANTITY DISCOUNTS. Quantity discounts from
listed Maintenance Services rates for multiple Equipment owned
and/or leased by a Ordering Activity are not provided under this
schedule contract unless otherwise specified by a Manufacturer
in the pricelist.
10. REPAIR SERVICE RATE PROVISIONS
Repair service rate fees and provisions for Equipment not under
monthly Maintenance Services are not available under the scope
of this schedule contract.
11. REPAIR PARTS/SPARE PARTS RATE PROVISIONS
Repair parts/spare parts rate provisions after the expiration of the
guarantee/warranty provisions are not available under the scope
of this schedule contract.
12. GUARANTEE/WARRANTY—REPAIR SERVICE AND
REPAIR PARTS/SPARE PARTS
Guarantee/warranty-repair parts/spare parts after the expiration of
the guarantee/warranty provisions are not available under the
scope of this schedule contract.
13. INVOICES AND PAYMENTS
Invoices for Maintenance Services 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.
Payment for Maintenance Services of less than one month's
duration shall be prorated at 1/30th of the monthly rate for each
calendar day.
AIS 07022012ATTACHMENT 1, Page 41 of 85
TERMS AND CONDITIONS APPLICABLE TO TERM
SOFTWARE LICENSES (SPECIAL ITEM NUMBER
132-32), 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. GLOSSARY OF DEFINITIONS
a. “Documentation” shall mean Manufacturer’s then current
help guides, and manuals issued by Manufacturer and made
generally available by Manufacturer for the Software whether on-
line or in hard copy. Documentation shall include any updated
Documentation that Manufacturer provides with any updates.
b. “Maintenance Services” shall mean the Software
maintenance and support services provided by Contractor
through an applicable Manufacturer under this contract in
accordance with the Manufacturer’s then current Maintenance
Services Policy.
c. “Maintenance Services Policy” shall mean the
commercial terms describing a Manufacturer’s standard Software
maintenance and support offerings, policies and procedures, a
copy of which is located on Attachment A to this schedule
pricelist.
d. “Software” shall mean (i) the version of the computer
program identified on Attachment B and (ii) updates to such
programs.
2. INSPECTION/ACCEPTANCE
The Contractor shall only deliver those items ordered that
substantially conform to the requirements of this contract and the
Software’s Documentation. Therefore, items delivered shall be
deemed accepted upon delivery. The Ordering Activity reserves
the right to inspect or test any Software that has been delivered.
The Ordering Activity may require repair or replacement of
nonconforming Software at no increase in contract price. The
Ordering Activity must exercise its post-acceptance rights (1)
within the warranty period as set forth below; and (2) before any
substantial change occurs in the condition of the Software, unless
the change is due to the defect in the Software.
3. GUARANTEE/WARRANTY
a. Unless specified otherwise in this contract, the
warranties extended to the Ordering Activity for Software and
Documentation, and the exclusions and disclaimers applicable to
such warranties, shall be as set forth on Attachment A to this
schedule pricelist (Contractor Supplemental Pricelist Information
and Incorporated Terms). Notwithstanding anything to the
contrary that may be marked on or provided with the Software or
Documentation, the parties understand and agree that such
warranties, exclusions and disclaimers follow the applicable
Manufacturer's standard commercial warranties, exclusions and
disclaimers but are provided to the Ordering Activity by the
Contractor, who will be responsible to the Ordering Activity for all
compliance, service and remedies thereunder.
b. Limitation of Liability.
i) Exclusion of Consequential Damages. EXCEPT FOR A) A
CLAIM OF IP INFRINGMENT HEREUNDER, OR B) AS
PROVIDED IN (c)(iii) BELOW, IN NO EVENT SHALL
CONTRACTOR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF
PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR
ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES provided however,
that in the event Ordering Activity makes unauthorized copies of
the Software, Contractor shall be entitled to recover the full
amount of any license fees that would relate to such copies.
ii) Limitation of Direct Damages. Except for a) a claim of IP
Infringement hereunder, or b) as provided in (c)(iii) below, the
aggregate and cumulative liability of Contractor and licensors for
damages hereunder shall in no event exceed the amount of fees
paid by Ordering Activity under the order giving rise to such
liability, and if such damages relate to particular Software or
Maintenance Services, such liability shall be limited to fees paid
for the relevant Software or Maintenance Services giving rise to
the liability.
iii) Non-Applicability to Statutory or Regulatory Rights. Nothing
herein shall operate to impair or prejudice the U.S. Government's
right (a) to recover for fraud or crimes arising out of or relating to
this contract under any Federal fraud statute, including without
limitation the False Claims Act (31 USC §§3729 through 3733), or
(b) to express remedies provided under any FAR, GSAR or
Schedule 70 solicitation clauses incorporated into this contract,
including without limitation the GSAR 552.215-72 Price
Adjustment – Failure to Provide Accurate Information (August
1997) or GSAR 552.238-75 Price Reductions (May 2004)
Alternate I (May 2003).
4. TECHNICAL SERVICES
A hot line technical support number for the purpose of providing
user assistance and guidance to the Ordering Activity in the
implementation of the Software may be provided as part of
Maintenance Services.
5. SOFTWARE MAINTENANCE
a. Software maintenance as it is defined:
1. Software Maintenance as a Product (SIN 132-32 or SIN 132-
33)
Software maintenance as a product includes the publishing of
bug/defect fixes via patches and updates/upgrades in function
and technology to maintain the operability and usability of the
software product. It may also include other no charge support
that is included in the purchase price of the product in the
commercial marketplace. No charge support includes items such
as user blogs, discussion forums, on-line help libraries and FAQs
(Frequently Asked Questions), hosted chat rooms, and limited
telephone, email and/or web-based general technical support for
user’s self diagnostics.
Software maintenance as a product does NOT
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
include the
creation, design, implementation, integration, etc. of a software
package. These examples are considered software maintenance
as a service.
Software Maintenance as a product is billed at the time of
purchase.
2. Software Maintenance as a Service (SIN 132-34)
AIS 07022012ATTACHMENT 1, Page 42 of 85
charged commercially. Software maintenance as a service is
billed arrears in accordance with 31 U.S.C. 3324.
Software maintenance as a service is billed in arrears in
accordance with 31 U.S.C. 3324.
b. If purchased by Ordering Activity, Contractor, through
the applicable Manufacturer, shall provide Maintenance Services
for the Software pursuant to the applicable Manufacturer’s then
current Maintenance Services Policy. Fees or rates for such
Maintenance Services are set forth in Attachment B.
c. 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) for Maintenance as a Service.
PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE
SHOWN ON THE INVOICE.
6. PERIODS OF TERM LICENSES (SIN 132-32) AND
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. Term licenses and/or 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 term licenses and/or maintenance, the
period of the term licenses and/or 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 term licenses and/or maintenance orders citing the new
appropriation shall be required, if the term licenses and/or
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 term licenses and/or maintenance is to be terminated at
that time. Orders for the continuation of term licenses and/or
maintenance will be required if the term licenses and/or
maintenance is to be continued during the subsequent period.
7. CONVERSION FROM TERM LICENSE TO
PERPETUAL LICENSE
Conversion from term licenses to perpetual licenses for any or all
Software is not available under the scope of this contract.
Outside the scope of this contract, the Ordering Activity may
contact the Manufacturer directly to discuss the permissibility,
costs and operation of such conversion(s). Contractor agrees to
reasonably assist Ordering Activity in this regard.
8. TERM LICENSE CESSATION
If a term Software license granted hereunder terminates for any
reason, Ordering Activity shall (i) cease using the applicable
Software, Documentation, and related Confidential Information,
and (ii) certify to Contractor within thirty (30) days after
termination that Ordering Activity has destroyed, or has returned
to Contractor or its Manufacturer the Software, Documentation,
related Confidential Information of Contractor and all copies
thereof, whether or not modified or merged into other materials.
9. UTILIZATION LIMITATIONS - (SIN 132-32, 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 shall be subject to
the following:
(1) Title to and ownership of the Software and
Documentation shall remain with the Contractor or its
Manufacturer or licensors, unless otherwise specified. Contractor
and its Manufacturers reserve all rights in and to the Software
and Documentation not expressly granted to Ordering Activity
herein.
(2) United States Government Legends. The Software,
Documentation and any other technical data provided hereunder
is commercial in nature and developed solely at private expense.
The Software is delivered as “Commercial Computer Software”
as defined in DFARS 252.227-7014 (June 1995) or as a
“Commercial Item” as defined in FAR 2.101(a) and as such is
provided with only such rights as are provided in Manufacturer’s
standard commercial license for the Software. Technical data is
provided with limited rights only as provided in DFAR 252.227-
7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is
applicable.
Contractor grants Ordering Activity only those utilization rights
(and reserves the same utilization limitations) as specified in the
applicable Manufacturer’s commercial license terms, a
description of which is set forth on Attachment A to this schedule
pricelist and incorporated herein.
Notwithstanding the forgoing, Contractor acknowledges and
agrees that Ordering Activity shall have the minimum restricted
rights as set forth in b(4) below.
(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; and to copy computer Software
for safekeeping (archive) or backup purposes; to modify the
software and documentation or combine it with other software,
AIS 07022012ATTACHMENT 1, Page 43 of 85
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) The Software and Documentation hereunder is offered by
the Contractor under licenses customarily provided to the public.
The Contractor does not furnish technical information related to
commercial computer Software (or commercial computer
software Documentation) that is not customarily provided to the
public. Further, the Contractor does not relinquish rights to use,
modify, reproduce, release, perform, display, or disclose
commercial computer Software (or commercial computer
Software Documentation) except as mutually agreed to by the
parties. See 48 CFR 12.212.
(7) Nondisclosure. Ordering Activity may have access to
information that is confidential to Contractor or its Manufacturers
(“Confidential Information”). Confidential Information shall include
any information that is clearly identified in writing at the time of
disclosure as confidential as well as any information that, based
on the circumstances under which it was disclosed, a reasonable
person would believe to be confidential. Contractor’s Confidential
Information shall include, but not be limited to, the Software,
Documentation, all materials provided to Ordering Activity in the
course of performing Maintenance Services hereunder, formulas,
methods, know how, processes, designs, new products,
developmental work, marketing requirements, marketing plans,
customer names, prospective customer names, and the terms
and pricing hereunder, regardless of whether such information is
identified as confidential. Confidential Information includes all
information received from third parties that Contractor is obligated
to treat as confidential.
Confidential Information shall not include information that (i) is or
becomes a part of the public domain through no act or omission
of the other party; (ii) was in the other party’s lawful possession
prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party; (iii) is
lawfully disclosed to the other party by a third party without
restriction on disclosure; (iv) is independently developed by the
other party without use of or reference to the other party’s
Confidential Information In addition, if Ordering Activity
recommends to Contractor additional features, functionality, or
performance or if Contractor retains generalized information
hereunder that Contractor or its Manufacturer subsequently
incorporates into its product or service offerings, then with
respect to such recommendations and information, Ordering
Activity hereby (a) grants Contractor a worldwide, non-exclusive,
royalty-free, perpetual right and license to use and incorporate
such recommendations and such information into such offerings,
and (b) acknowledges that all right and title to such offerings
incorporating such recommendations and information shall be the
sole and exclusive property of Contractor or its Manufacturer and
all such recommendations and information shall be free from any
confidentiality restrictions that might otherwise be imposed upon
Contractor pursuant to this section.
Further, this section will not be construed to prohibit disclosure of
Confidential Information to the extent that such disclosure is
required by law or valid order of a court or other governmental
authority.
Ordering Activity shall not disclose the results of any performance
tests of the Software to any third party without Contractor’s prior
written approval. Ordering Activity agrees to hold Confidential
Information in confidence and to take all reasonable steps to
ensure that Confidential Information is not disclosed or distributed
by its employees or agents in breach of these Terms and
Conditions. Ordering Activity acknowledges and agrees that, due
to the unique nature of Confidential Information, there can be no
adequate remedy at law for breach of this section, and that such
breach would cause irreparable harm to Contractor; therefore,
Contractor shall be entitled to seek immediate injunctive relief, in
addition to whatever remedies it might have at law or under these
terms and conditions.
(8) Verification. At Contractor’s written request, but not more
frequently than annually, Ordering Activity shall furnish Contractor
with a document signed by Ordering Activity’s authorized
representative verifying that the Software is being used pursuant
to the provisions of this contract. To the extent permitted by and
subject to an Ordering Activity’s security requirements (including,
but not limited to, use of cleared personnel, badging and other
requirements). Contractor reserves the right to audit Ordering
Activity’s use of the Software no more than once annually at
Contractor’s expense. Contractor shall schedule any audit at
least thirty (30) days in advance. Any such audit shall be
conducted during regular business hour at Ordering Activity’s
facilities and shall not unreasonably interfere with Ordering
Activity’s business.
(9) Intellectual Property Infringement. If a third party makes a
claim against Ordering Activity that the Software directly infringes
any patent, copyright, or trademark or misappropriate any trade
secret (“IP Claim”); Contractor will (i) assist in defending Ordering
Activity against the IP Claim at Contractor’s cost and expense,
and (ii) pay all costs, damages and expenses (including
reasonable legal fees) finally awarded against Ordering Activity
by a court of competent jurisdiction or agreed to in a written
settlement agreement signed by Contractor arising out of such IP
Claim; provided that: (i) Ordering Activity promptly notifies
Contractor in writing no later than sixty (60) days after Ordering
Activity’s receipt of notification of a potential claim and (ii)
Ordering Activity provides Contractor, at Contractor’s request and
expense, with the assistance, information and authority
necessary to perform Contractor’s obligations under this Section.
Notwithstanding the foregoing, Contractor shall have no liability
for any claim of infringement based on (a) the use of a
superseded or altered release of the Software if the infringement
would have been avoided by the use of a current unaltered
release of the Software, (b) the modification of the Software,
(c) the use of the Software other than in accordance with the
Documentation or this contract, or (d) any materials or
information provided to Contractor by Ordering Activity, for which
Ordering Activity shall be solely responsible.
If the Software is held to infringe or are believed by Contractor to
infringe, Contractor shall have the option, at its expense, to
(a) replace or modify the Software to be non-infringing, or
(b) obtain for Ordering Activity a license to continue using the
Software. If it is not commercially reasonable to perform either of
the foregoing options, then Contractor may terminate the
Program license for the infringing Software and refund the license
fees paid for the Software upon return of the Software by
Ordering Activity. This section states Contractor’s entire liability
and Ordering Activity’s exclusive remedy for any claim of
infringement.
(10) Delivery. All Software and Documentation provided by
Contractor hereunder shall be deemed to be delivered by
Contractor: 1) Upon physical delivery, or 2) Once the Software is
made available to Ordering Activity via electronic download by
provision of a license key, link to a website, FTP site or similar
site from which the Ordering Activity can electronically download
or otherwise access the Software and Documentation.
AIS 07022012ATTACHMENT 1, Page 44 of 85
10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN
132-33)
Conversion from one version of the Software to another such as
the result of a change in operating system, or from one computer
system to another is not available under the scope of the
contract.
Outside the scope of this contract, the Ordering Activity may
contact the Manufacturer directly to discuss the permissibility,
costs and operation of such conversion(s). Contractor agrees to
reasonably assist Ordering Activity in this regard.
11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY
For information concerning supported hardware or compatibility
requirements the Ordering Activity is advised to contact the
Contractor or the applicable Manufacturer.
12. RIGHT-TO-COPY PRICING
Right-to-copy license pricing is not available under the scope of
this contract unless specifically specified in the pricelist. The
Ordering Activity must contact the Manufacturer directly to
discuss the applicability and associated costs of right-to-copy
pricing.
AIS 07022012ATTACHMENT 1, Page 45 of 85
TERMS AND CONDITIONS APPLICABLE TO
PURCHASE OF TRAINING COURSES FOR
GENERAL PURPOSE COMMERCIAL
INFORMATION TECHNOLOGY EQUIPMENT AND
SOFTWARE (SPECIAL ITEM NUMBER 132-50)
1. GLOSSARY OF DEFINITIONS
a. “Training Materials” shall mean the, manuals, handbooks,
texts, handouts, etc. normally provided with course offerings.
b. “Training Catalog” shall mean the document setting out a
description of the training services and courses offered along with
the related policies and procedures in regard to such training.
2. SCOPE
a. The Contractor through the Manufacturer 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
or Manufacturer’s facility and/or at the Ordering Activity's location,
as agreed to by the Contractor and the Ordering Activity.
3. 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.
4. TIME OF DELIVERY
The Contractor or its Manufacturer shall conduct training on the
date (time, day, month, and year) agreed to by the Contractor
and the Ordering Activity.
5. CANCELLATION AND RESCHEDULING
a. Terms and conditions governing a Manufacturer’s
cancellation and rescheduling policies are as set forth in the
applicable Manufacturer’s Training Catalog.
b. The Ordering Activity reserves the right to substitute
one student for another up to the first day of class.
c. In the event the Contractor is unable to conduct training
on the date agreed to by the Contractor and the Ordering Activity,
Contractor must notify the Ordering Activity at least seventy-two
(72) hours before the scheduled training date.
6. FOLLOW-UP SUPPORT
Follow-up support to training courses is not available under the
scope of this schedule contract unless expressly set forth in an
applicable Manufacturer’s Training Catalog and, in that case,
follow-support shall be provided as stated therein.
7. PRICE FOR TRAINING
The price that the Ordering Activity will be charged will be the
Ordering Activity training price in effect at the time of order
placement, or the Ordering Activity price in effect at the time the
training course is conducted, whichever is less.
8. INVOICES AND PAYMENT
Invoices for training shall be submitted by the Contractor after
Ordering Activity completion of the training course. Charges for
training must be paid in arrears (31 U.S.C. 3324). PROMPT
PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN
ON THE INVOICE.
9. FORMAT AND CONTENT OF TRAINING
a. The Contractor or its Manufacturer shall provide the
Training Materials normally provided with course offerings.
Unless stated otherwise in an applicable Manufacturer’s Training
Catalog, such documentation will become the property of the
student upon completion of the training class, provided, however,
Contractor and or its Manufacturer shall retain all right, title and
interest to the intellectual property rights contained therein (e.g.,
copyrights) and provided further, however, that such Training
Materials shall be considered the Confidential Information of
Manufacturer and subject to the non-disclosure provisions set
forth above in the terms applicable to SINs 132-32, 132-33 and
132-34 .
b. For hands-on training courses, there must be a one-to-
one assignment of IT equipment to students.
c. The Contractor shall provide each student with a
Certificate of Training at the completion of each training course.
d. The Training Catalog shall provide most of the following
information for each training course offered:
(1) The course title and a brief description of the course
content, to include the course format (e.g., lecture, discussion,
hands-on training);
(2) The length of the course;
(3) Mandatory and desirable prerequisites for student
enrollment;
(4) The minimum and maximum number of students per
class;
(5) The locations where the course is offered;
(6) Class schedules; and
(7) Price (per student, per class (if applicable)).
e. For those courses conducted at the Ordering Activity’s
location, instructor travel charges (if applicable), including
mileage and daily living expenses (e.g., per diem charges) are
governed by Pub. L. 99-234 and FAR Part 31.205-46, and are
reimbursable by the ordering activity on orders placed under the
Multiple Award Schedule, as applicable, in effect on the date(s)
the travel is performed. Contractors cannot use GSA city pair
contracts. The Industrial Funding Fee does NOT apply to travel
and per diem charges.
f. For Online Training Courses, a copy of all training
material must be available for electronic download by the
students.
10. “NO CHARGE” TRAINING
“No charge” training is not available under the scope of this
schedule contract.
AIS 07022012ATTACHMENT 1, Page 46 of 85
TERMS AND CONDITIONS APPLICABLE TO
ELECTRONIC COMMERCE (EC) (SPECIAL
IDENTIFICATION NUMBER 132-52)
1. GLOSSARY OF DEFINITIONS
a. “Service Provider” shall mean a provider of the Electronic
Commerce Services offered to Contractor through a letter of
supply to be sold to Ordering Activities under this contract.
b. “Statement of Work” shall mean the mutually agreed upon
document between Contractor and Ordering Activity setting forth
the description of services to be performed including milestones,
any specifications and evaluation criteria.
2. SCOPE
a. The prices, terms and conditions stated under Special
Item Number 132-52 Electronic Commerce (EC) Services apply
exclusively to EC Services within the scope of this Information
Technology Schedule.
b. The Contractor, through Service Provider, shall provide
services at a location, as agreed to by the Contractor and the
Ordering Activity.
3. PERFORMANCE INCENTIVES I-FSS-60
Performance Incentives (April 2000)
a. Performance incentives may be agreed upon between
the Contractor and the Ordering Activity on individual fixed price
orders or Blanket Purchase Agreements under this contract.
b. The Ordering Activity must establish a maximum
performance incentive price for the services and/or total solutions
on individual orders or Blanket Purchase Agreements.
c. Incentives should be designed to relate results
achieved by the contractor to specified targets. To the maximum
extent practicable, Ordering Activities shall consider establishing
incentives where performance is critical to the Ordering Activity’s
mission and incentives are likely to motivate the contractor.
Incentives shall be based on objectively measurable tasks.
4. ORDER
a. Agencies may use written orders, EDI orders, blanket
purchase agreements, individual purchase orders, or task orders
for ordering services under this contract. Blanket Purchase
Agreements shall not extend beyond the end of the contract
period; all services and delivery shall be made and the contract
terms and conditions shall continue in effect until the completion
of the order. Orders for tasks which extend beyond the fiscal
year for which funds are available shall include FAR 52.232-19
(Deviation – May 2003) Availability of Funds for the Next Fiscal
Year. The purchase order shall specify the availability of funds
and the period for which funds are available.
b. All task orders are subject to the terms and conditions
of the contract. In the event of conflict between a task order and
the contract, the contract will take precedence.
5. PERFORMANCE OF SERVICES
a. The Contractor shall commence performance of
services on the date agreed to by the Contractor and the
Ordering Activity.
b. The Ordering Activity should include the criteria for
satisfactory completion for each task in the Statement of Work or
Delivery Order. Services shall be completed in a good and
workmanlike manner.
c. Any Contractor travel required in the performance of
EC Services must comply with the Federal Travel Regulation or
Joint Travel Regulations, as applicable, in effect on the date(s)
the travel is performed. Established Federal Government per
diem rates will apply to all Contractor travel. Contractors cannot
use GSA city pair contracts.
6. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)
a. The Contracting Officer may, at any time, by written
order to the Contractor, require the Contractor to stop all, or any
part, of the work called for by this contract for a period of 90 days
after the order is delivered to the Contractor, and for any further
period to which the parties may agree. The order shall be
specifically identified as a stop-work order issued under this
clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps
to minimize the incurrence of costs allocable to the work covered
by the order during the period of work stoppage. Within a period
of 90 days after a stop-work is delivered to the Contractor, or
within any extension of that period to which the parties shall have
agreed, the Contracting Officer shall either-
i) Cancel the stop-work order; or
ii) Terminate the work covered by the order as provided in the
Default, or the Termination for Convenience of the Government,
clause of this contract.
b. If a stop-work order issued under this clause is canceled or
the period of the order or any extension thereof expires, the
Contractor shall resume work. The Contracting Officer shall make
an equitable adjustment in the delivery schedule or contract price,
or both, and the contract shall be modified, in writing, accordingly,
if-
c. The stop-work order results in an increase in the time
required for, or in the Contractor's cost properly allocable to, the
performance of any part of this contract; and
d. The Contractor asserts its right to the adjustment within 30
days after the end of the period of work stoppage; provided, that,
if the Contracting Officer decides the facts justify the action, the
Contracting Officer may receive and act upon the claim submitted
at any time before final payment under this contract.
e. If a stop-work order is not canceled and the work
covered by the order is terminated for the convenience of the
Government, the Contracting Officer shall allow reasonable costs
resulting from the stop-work order in arriving at the termination
settlement.
7. INSPECTION OF SERVICES
The Inspection of Services–Fixed Price (AUG 1996) (Deviation –
May 2003) clause at FAR 52.246-4 applies to firm-fixed price
orders placed under this contract. The Inspection–
Time-and-Materials and Labor-Hour (MAY 2001) (Deviation –
May 2003) clause at FAR 52.246-6 applies to time-and-materials
and labor-hour orders placed under this contract.
8. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all laws, ordinances, and
regulations (Federal, State, City, or otherwise) covering work of
this character. If the end product (i.e., deliverable) of a
Statement of Work is custom developed software, then FAR
52.227-14 (Deviation – May 2003) Rights in Data – General, may
apply.
9. RESPONSIBILITIES OF THE ORDERING ACTIVITY
Subject to security regulations, the Ordering Activity shall permit
Contractor access to all facilities necessary to perform the
AIS 07022012ATTACHMENT 1, Page 47 of 85
requisite EC Services.
10. INDEPENDENT CONTRACTOR
All EC Services performed by the Contractor under the terms of
this contract shall be as an independent Contractor, and not as
an agent or employee of the Ordering Activity.
11. ORGANIZATIONAL CONFLICTS OF INTEREST
a. Definitions.
An “Organizational conflict of interest” exists when the nature of
the work to be performed under a proposed Ordering Activity
contract, without some restriction on ordering activities by the
Contractor and its affiliates, may either (i) result in an unfair
competitive advantage to the Contractor or its affiliates or (ii)
impair the Contractor’s or its affiliates’ objectivity in performing
contract work.
b. To avoid an organizational or financial conflict of
interest and to avoid prejudicing the best interests of the Ordering
Activity, ordering activities may place restrictions on the
Contractors, its affiliates, chief executives, directors, subsidiaries
and subcontractors at any tier when placing orders against
schedule contracts. Such restrictions shall be consistent with
FAR 9.505 and shall be designed to avoid, neutralize, or mitigate
organizational conflicts of interest that might otherwise exist in
situations related to individual orders placed against the schedule
contract. Examples of situations, which may require restrictions,
are provided at FAR 9.508.
12. INVOICES
The Contractor, upon completion of the work ordered, shall
submit invoices for EC services. Progress payments may be
authorized by the Ordering Activity on individual orders if
appropriate. Progress payments shall be based upon completion
of defined milestones or interim products. Invoices shall be
submitted monthly for recurring services performed during the
preceding month.
13. PAYMENTS
a. For firm-fixed price orders the Ordering Activity shall
pay the Contractor, upon submission of proper invoices or
vouchers, the prices stipulated in this contract for service
rendered and accepted. Progress payments shall be made only
when authorized by the order. For time-and-materials orders, the
Payments under Time-and-Materials and Labor-Hour Contracts at
FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008)
(DEVIATION I – FEB 2007) applies to time-and-materials orders
placed under this contract. For labor-hour orders, the Payment
under Time-and-Materials and Labor-Hour Contracts at FAR
52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION
I – FEB 2007) applies to labor-hour orders placed under this
contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour
Proposal Requirements—Commercial Item Acquisition. As
prescribed in 16.601(e)(3), insert the following provision:
b. The Government contemplates award of a Time-and-
Materials or Labor-Hour type of contract resulting from this
solicitation.
c. The offeror must specify fixed hourly rates in its offer
that include wages, overhead, general and administrative
expenses, and profit. The offeror must specify whether the fixed
hourly rate for each labor category applies to labor performed
by—
i) The offeror;
ii) Subcontractors; and/or
iii) Divisions, subsidiaries, or affiliates of the
offeror under a common control.
14. INCIDENTAL SUPPORT COSTS
Incidental support costs are available outside the scope of this
contract. The costs will be negotiated separately with the
Ordering Activity in accordance with the guidelines set forth in the
FAR.
15. APPROVAL OF SUBCONTRACTS
The Ordering Activity understands that Contractor, as an
authorized reseller, will ultimately subcontract or furnish any of
the work called for in a task order or Statement of Work through
an applicable Service Provider.
16. DESCRIPTION OF ELECTRONIC COMMERCE (EC)
SERVICES AND PRICING
a. A description of each type of EC Service offered under
Special Item Numbers 132-52 E-Commerce is set forth in
Attachment A. Services and rates should be presented in the
same manner as the Contractor sells to its commercial
customers and other Ordering Activity customers.
b. Pricing for all EC Services shall be in accordance with
the Contractor’s customary commercial practices; e.g., hourly
rates, monthly rates, term rates, unit prices and/or fixed prices.
AIS 07022012ATTACHMENT 1, Page 48 of 85
TERMS AND CONDITIONS APPLICABLE TO
WIRELESS SERVICES (SPECIAL ITEM NUMBER
132-53)
1. GLOSSARY OF DEFINITIONS
a. “Service Provider” shall mean a provider of the Wireless
Services offered to Contractor through a letter of supply to be
sold to Ordering Activities under this contract.
2. ACCEPTANCE TESTING
The Contractor shall provide acceptance test plans and
procedures for ordering activity approval. The Contractor shall
perform acceptance testing of the systems for ordering activity
approval in accordance with the approved test procedures.
3. EQUIPMENT
The Contractor shall make available cellular voice and data
devices. The cellular devices offered shall be compatible with the
cellular access standards employed within the geographical
scope of contract.
The Contractor shall provide programming of any cellular
telephone device, including Contractor-provided and ordering
activity-furnished devices, that conforms to the cellular service
furnished by the Contractor.
4. WARRANTY
The Contractor shall provide a warranty covering each
Contractor-provided device. The minimum duration of the
warranty shall be the duration of the manufacturer’s commercial
warranty.
The warranty shall commence upon the later of the following:
a. Activation of the user’s service
b. Installation/delivery of the equipment
The Contractor, by repair or replacement of the defective item,
shall use reasonable commercial efforts to complete all warranty
services promptly upon notification of the defect. Warranty
service shall be deemed complete when the user has possession
of the repaired or replaced item. If the Contractor renders
warranty service by replacement, the user shall return the
defective item(s) to the Contractor as soon as possible but not
later than ten (10) working days after notification.
5. MANAGEMENT AND OPERATIONS PRICING
The Contractor shall provide management and operations pricing
on a uniform basis. All management and operations
requirements for which pricing elements are not specified shall be
provided as part of the basic service.
6. TRAINING
The Contractor shall provide normal commercial installation,
operation, maintenance, and engineering interface training on the
system at the prices specified in Attachment B.
7. MONTHLY REPORTS
In accordance with commercial practices, the Contractor may
furnish the Ordering Activity/user with a monthly summary
Ordering Activity report.
8. WIRELESS SERVICE PLAN
The wireless service plans offered by Contractor hereunder are
listed by applicable Service Provider in Attachment A.
AIS 07022012ATTACHMENT 1, Page 49 of 85
TERMS AND CONDITIONS APPLICABLE TO
AUTHENTICATION PRODUCTS AND SERVICES
(SPECIAL ITEM NUMBER 132-62)
1. GLOSSARY OF DEFINITIONS
a. “Service Provider” shall mean a manufacturer or provider
of the Authentication Products and Services offered to Contractor
through a letter of supply to be sold to Ordering Activities under
this contract.
b. “Statement of Work” shall mean the mutually agreed upon
document between Contractor and Ordering Activity setting forth
the description of services to be performed including milestones,
any specifications and evaluation criteria.
2. ORDER
a. Agencies may use written orders, EDI orders, blanket
purchase agreements, individual purchase orders, or task orders
for ordering authentication products and services under this
contract. Blanket Purchase Agreements shall not extend beyond
the end of the contract period; all services and delivery shall be
made and the contract terms and conditions shall continue in
effect until the completion of the order. Orders for tasks which
extend beyond the fiscal year for which funds are available shall
include FAR 52.232-19 (Deviation – May 2003) Availability of
Funds for the Next Fiscal Year. The purchase order shall specify
the availability of funds and the period for which funds are
available.
b. All task orders are subject to the terms and conditions
of the contract. In the event of conflict between a task order and
the contract, the contract will take precedence.
c. When placing an order, Ordering Activities may deal
directly with the Contractor or Ordering Activities may send the
requirement to the Program Management Office to receive
assisted services for a fee.
3. PERFORMANCE OF SERVICES
a. The Contractor shall commence performance of
services on the date agreed to by the Contractor and the
Ordering Activity.
b. The Contractor agrees to render services only during
normal working hours, unless otherwise agreed to by the
Contractor and the Ordering Activity.
c. The Ordering Activity should include the criteria for
satisfactory completion for each task in the Statement of Work or
Delivery Order. Services shall be completed in a good and
workmanlike manner.
d. Any Contractor travel required in the performance of
the Services under SINs 132-60 A-E, 132-61 and 132-62 must
comply with the Federal Travel Regulation or Joint Travel
Regulations, as applicable, in effect on the date(s) the travel is
performed. Established Federal Government per diem rates will
apply to all Contractor travel. Contractors cannot use GSA city
pair contracts.
4. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)
a. The Contracting Officer may, at any time, by written
order to the Contractor, require the Contractor to stop all, or any
part, of the work called for by this contract for a period of 90 days
after the order is delivered to the Contractor, and for any further
period to which the parties may agree. The order shall be
specifically identified as a stop-work order issued under this
clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps
to minimize the incurrence of costs allocable to the work covered
by the order during the period of work stoppage. Within a period
of 90 days after a stop-work is delivered to the Contractor, or
within any extension of that period to which the parties shall have
agreed, the Contracting Officer shall either-
(1) Cancel the stop-work order; or
(2) Terminate the work covered by the order as
provided in the Default, or the Termination for
Convenience of the Government, clause of this
contract.
b. If a stop-work order issued under this clause is
canceled or the period of the order or any extension thereof
expires, the Contractor shall resume work. The Contracting
Officer shall make an equitable adjustment in the delivery
schedule or contract price, or both, and the contract shall be
modified, in writing, accordingly, if-
(1) The stop-work order results in an increase in
the time required for, or in the Contractor's cost
properly allocable to, the performance of any part of
this contract; and
(2) The Contractor asserts its right to the
adjustment within 30 days after the end of the period of
work stoppage; provided that if the Contracting Officer
decides the facts justify the action, the Contracting
Officer may receive and act upon the claim submitted
at any time before final payment under this contract.
c. If a stop-work order is not canceled and the work
covered by the order is terminated for the convenience of the
Government, the Contracting Officer shall allow reasonable costs
resulting from the stop-work order in arriving at the termination
settlement.
d. If a stop-work order is not canceled and the work
covered by the order is terminated for default, the Contracting
Officer shall allow, by equitable adjustment or otherwise,
reasonable costs resulting from the stop-work order.
5. INSPECTION OF SERVICES
The Inspection of Services–Fixed Price (AUG 1996) (Deviation –
May 2003) clause at FAR 52.246-4 applies to firm-fixed price
orders placed under this contract. The Inspection–
Time-and-Materials and Labor-Hour (MAY 2001) (Deviation –
May 2003) clause at FAR 52.246-6 applies to time-and-materials
and labor-hour orders placed under this contract.
6. RESPONSIBILITIES OF THE ORDERING ACTIVITY
Subject to security regulations, the Ordering Activity shall permit
Contractor access to all facilities necessary to perform the
requisite services.
7. INDEPENDENT CONTRACTOR
All services performed by the Contractor under the terms of this
contract shall be an independent Contractor, and not as an agent
or employee of the Ordering Activity.
8. ORGANIZATIONAL CONFLICTS OF INTEREST
a. Definitions. An “Organizational conflict of interest”
exists when the nature of the work to be performed under a
proposed Ordering Activity contract, without some restriction on
Ordering Activities by the Contractor and its affiliates, may either
(i) result in an unfair competitive advantage to the Contractor or
its affiliates or (ii) impair the Contractor’s or its affiliates’
objectivity in performing contract work.
AIS 07022012ATTACHMENT 1, Page 50 of 85
b. To avoid an organizational or financial conflict of
interest and to avoid prejudicing the best interests of the Ordering
Activity, Ordering Activities may place restrictions on the
Contractors, its affiliates, chief executives, directors, subsidiaries
and subcontractors at any tier when placing orders against
schedule contracts. Such restrictions shall be consistent with
FAR 9.505 and shall be designed to avoid, neutralize, or mitigate
organizational conflicts of interest that might otherwise exist in
situations related to individual orders placed against the schedule
contract. Examples of situations, which may require restrictions,
are provided at FAR 9.508.
9. INVOICES
The Contractor, upon completion of the work ordered, shall
submit invoices for products and/or services. Progress payments
may be authorized by the Ordering Activity on individual orders if
appropriate. Progress payments shall be based upon completion
of defined milestones or interim products. Invoices shall be
submitted monthly for recurring services performed during the
preceding month.
10. PAYMENTS
For firm-fixed price orders the Ordering Activity shall pay the
Contractor, upon submission of proper invoices or vouchers, the
prices stipulated in this contract for service rendered and
accepted. Progress payments shall be made only when
authorized by the order. For time-and-materials orders, the
Payments under Time-and-Materials and Labor-Hour Contracts at
FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008)
(DEVIATION I – FEB 2007) applies to time-and-materials orders
placed under this contract. For labor-hour orders, the Payment
under Time-and-Materials and Labor-Hour Contracts at FAR
52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION
I – FEB 2007) applies to labor-hour orders placed under this
contract.
11. INCIDENTAL SUPPORT COSTS
Incidental support costs are available outside the scope of this
contract. The costs will be negotiated separately with the
Ordering Activity in accordance with the guidelines set forth in the
FAR.
12. APPROVAL OF SUBCONTRACTS
The Ordering Activity understands that Contractor, as an
authorized reseller, will ultimately subcontract or furnish any of
the work called for in a task order or Statement of Work through
an applicable Service Provider.
13. DESCRIPTION OF AUTHENTICATION PRODUCTS,
SERVICES AND PRICING
a. A description of each type of Authentication Product
and Service offered under these Special Item Numbers is set
forth in Attachment B. Services and rates should be presented in
the same manner as the Contractor sells to its commercial
customers and other Ordering Activity customers.
b. Pricing for all Authentication Products and Services
shall be in accordance with the Contractor’s customary
commercial practices; e.g., hourly rates, monthly rates, term
rates, unit prices and/or fixed prices.
c. Supplemental pricelist information and terms for
Authentication Products and Services are set forth in Attachment
A.
AIS 07022012ATTACHMENT 1, Page 51 of 85
USA COMMITMENT TO PROMOTE
SMALL BUSINESS PARTICIPATION
PROCUREMENT PROGRAMS
PREAMBLE
(Name of Company) provides commercial products and services
to ordering activities. We are committed to promoting
participation of small, small disadvantaged and women-owned
small businesses in our contracts. We pledge to provide
opportunities to the small business community through reselling
opportunities, mentor-protégé programs, joint ventures, teaming
arrangements, and subcontracting.
COMMITMENT
To actively seek and partner with small businesses.
To identify, qualify, mentor and develop small, small
disadvantaged and women-owned small businesses by
purchasing from these businesses whenever practical.
To develop and promote company policy initiatives that
demonstrate our support for awarding contracts and subcontracts
to small business concerns.
To undertake significant efforts to determine the potential of
small, small disadvantaged and women-owned small business to
supply products and services to our company.
To insure procurement opportunities are designed to permit the
maximum possible participation of small, small disadvantaged,
and women-owned small businesses.
To attend business opportunity workshops, minority business
enterprise seminars, trade fairs, procurement conferences, etc.,
to identify and increase small businesses with whom to partner.
To publicize in our marketing publications our interest in meeting
small businesses that may be interested in subcontracting
opportunities.
We signify our commitment to work in partnership with small,
small disadvantaged and women-owned small businesses to
promote and increase their participation in ordering activity
contracts.
SUGGESTED FORMATS FOR BLANKET
PURCHASE AGREEMENTS
BEST VALUE
BLANKET PURCHASE AGREEMENT
FEDERAL SUPPLY SCHEDULE
(Insert Customer Name)
In the spirit of the Federal Acquisition Streamlining Act (ordering
activity) and (Contractor) enter into a cooperative agreement to
further reduce the administrative costs of acquiring commercial
items from the General Services Administration (GSA) Federal
Supply Schedule Contract(s) ____________________.
Federal Supply Schedule contract BPAs eliminate contracting
and open market costs such as: search for sources; the
development of technical documents, solicitations and the
evaluation of offers. Teaming Arrangements are permitted with
Federal Supply Schedule Contractors in accordance with Federal
Acquisition Regulation (FAR) 9.6.
This BPA will further decrease costs, reduce paperwork, and
save time by eliminating the need for repetitive, individual
purchases from the schedule contract. The end result is to
create a purchasing mechanism for the ordering activity that
works better and costs less.
Signatures
Ordering Activity Date
Contractor Date
BPA NUMBER_____________
(CUSTOMER NAME)
BLANKET PURCHASE AGREEMENT
Pursuant to GSA Federal Supply Schedule Contract
Number(s)____________, Blanket Purchase Agreements, the
Contractor agrees to the following terms of a Blanket Purchase
Agreement (BPA) EXCLUSIVELY WITH (ordering activity):
(1) The following contract items can be ordered under this
BPA. All orders placed against this BPA are subject to the terms
and conditions of the contract, except as noted below:
MODEL NUMBER/PART NUMBER
*SPECIAL BPA DISCOUNT/PRICE
(2) Delivery:
DESTINATION
DELIVERY SCHEDULES / DATES
(3) The ordering activity estimates, but does not
guarantee, that the volume of purchases through this agreement
will be _________________________.
(4) This BPA does not obligate any funds.
(5) This BPA expires on _________________ or at the end
of the contract period, whichever is earlier.
(6) The following office(s) is hereby authorized to place
orders under this BPA:
OFFICE
AIS 07022012ATTACHMENT 1, Page 52 of 85
POINT OF CONTACT
(7) Orders will be placed against this BPA via Electronic
Data Interchange (EDI), FAX, or paper.
(8) Unless otherwise agreed to, all deliveries under this
BPA must be accompanied by delivery tickets or sales slips that
must contain the following information as a minimum:
(a) Name of Contractor;
(b) Contract Number;
(c) BPA Number;
(d) Model Number or National Stock Number (NSN);
(e) Purchase Order Number;
(f) Date of Purchase;
(g) Quantity, Unit Price, and Extension of Each Item (unit
prices and extensions need not be shown when incompatible with
the use of automated systems; provided, that the invoice is
itemized to show the information); and
(h) Date of Shipment.
(9) The requirements of a proper invoice are specified in
the Federal Supply Schedule contract. Invoices will be submitted
to the address specified within the purchase order transmission
issued against this BPA.
(10) The terms and conditions included in this BPA apply to
all purchases made pursuant to it. In the event of an
inconsistency between the provisions of this BPA and the
Contractor’s invoice, the provisions of this BPA will take
precedence.
BASIC GUIDELINES FOR USING
“CONTRACTOR TEAM ARRANGEMENTS”
Federal Supply Schedule Contractors may use “Contractor Team
Arrangements” (see FAR 9.6) to provide solutions when
responding to a ordering activity requirements.
These Team Arrangements can be included under a Blanket
Purchase Agreement (BPA). BPAs are permitted under all
Federal Supply Schedule contracts.
Orders under a Team Arrangement are subject to terms and
conditions or the Federal Supply Schedule Contract.
Participation in a Team Arrangement is limited to Federal Supply
Schedule Contractors.
Customers should refer to FAR 9.6 for specific details on Team
Arrangements.
Here is a general outline on how it works:
• The customer identifies their requirements.
• Federal Supply Schedule Contractors may individually meet
the customers needs, or -
• Federal Supply Schedule Contractors may individually
submit a Schedules “Team Solution” to meet the customer’s
requirement.
• Customers make a best value selection.
AIS 07022012ATTACHMENT 1, Page 53 of 85
ATTACHMENT A
CONRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
INSTRUCTIONS: Select the Manufacturer whose supplemental pricelist information and terms you want to view.
MANUFACTURER NAME MANUFACTURER NAME
8x8, INC. MEDIASOLV
ACCESS DATA MERU NETWORKS
ALTOBRIDGE MIRROR IMAGE
ANAKAM MOBILE ARMOR
APPASSURE MSC SOFTWARE
APPROVA NAPERSOFT
BANTU NETLIB
BEYONDTRUST NETUITIVE
BIT9 NETWITNESS
BIVIO NETWORKS NEXIDIA
BOMGAR CORPORATION NORTH VECTOR
BT AMERICAS NUIX
CA OCEUS NETWORKS
CLOAKWARE ON24, INC.
CONVERGYS ORACLE AMERICA, INC.
CORETRACE OSI SOFT
DAON OVERSIGHT SYSTEMS
DASSAULT SYSTEMES PEGASYSTEMS
DATAGUISE PIER SYSTEMS
DECISION LENS PLANVIEW, INC.
EGENERA POWERSTEERING SOFTWARE
ELECTRIC CLOUD PRAGMA SYSTEMS
EMC CORPORATION PROGRESS SOFTWARE
EXTERRO PTC
FAST SEARCH & TRANSFER Q-MATIC
FIDELIS SECURITY SYSTEMS QUALYS
FORCE 10 NETWORKS RALLY SOFTWARE
FORESCOUT TECHNOLOGIES REDSEAL SYSTEMS
FREEDOM SCIENTIFIC RES SOFTWARE
GIESECKE & DEVRIENT SCALITY
GUIDANCE SOFTWARE SECURELOGIX
HANDYSOFT SERENA SOFTWARE
HBGARY SERVIGISTICS
HEWLETT-PACKARD SOFTWARE AG USA
IBM TIBCO SOFTWARE
INFORMATION BUILDERS TOP LAYER NETWORKS
INFORVISTA TRIUMFANT
INNOVATIVE IDEAS TRUSTWAVE
ITKO WORKSOFT
KLAS LTD ZEBRA ENTERPRISE
KRONOS ZYLAB NORTH AMERICA
MARKLOGIC CORP. ZYRION
AIS 07022012ATTACHMENT 1, Page 54 of 85
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
KRONOS
KRONOS LICENSE, WARRANTY AND SUPPORT TERMS
SOFTWARE LICENSE AND SERVICES TERMS
Ordering Activity and Contractor agree that the terms and conditions set forth in this Software License and Services Terms (“Terms”) shall
apply to all Kronos Incorporated (“Manufacturer”) Equipment, Software, Professional and Educational Services, Support, and such other
Contractor offerings as may be provided to Ordering Activity. Services may be provided directly by Contractor or by Contractor through
Manufacturer.
GENERAL LICENSE TERMS
Contractor owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed
to a third party without Contractor’s written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying
of such Software is prohibited by law, including United States and foreign copyright law. The price Ordering Activity pays for a copy of the
Software constitutes a license fee that entitles Ordering Activity to use the Software as set forth below. Contractor grants to Ordering Activity a
non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by
Contractor by written notice to Ordering Activity upon any material breach of this Attachment A by Ordering Activity which remains uncured for
a period of thirty (30) days after such written notice from Contractor. Upon such termination of this license by Contractor, Ordering Activity will
have no further right to use the Software and will return the Software media to Contractor and destroy all copies of the Software (and related
documentation) in Ordering Activity’s possession or control. This license is subject to all of the terms and conditions set forth in these Terms.
FEE BASED LIMITATIONS
Ordering Activity recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by
Ordering Activity. Limitations, which are applicable to an applicable order, may include the number of employees, simultaneous or active
users, Software product modules, Software features, computer model and serial number, and/or the number of telephone lines or terminals to
which the Software is permitted to be connected. Ordering Activity agrees to: i) use the Software only for the number of employees,
simultaneous or active users, computer model and serial number, and/or terminals permitted by the applicable license fee; ii) use only the
product modules and/or features permitted by the applicable license fees; and iii) use the Software only in support of Ordering Activity’s own
business. Ordering Activity agrees not to increase the number of employees, simultaneous or active users, terminals, products modules,
features, or to upgrade the model, as applicable, unless and until Ordering Activity pays the applicable fee for such increase/upgrade.
Ordering Activity may not relicense or sublicense the Software to, or otherwise permit use of the Software (including timesharing or networking
use) by any third party. Ordering Activity may not provide service bureau or other data processing services that make use of the Software
without the express prior written consent of Contractor.
OBJECT CODE ONLY
Ordering Activity may use the computer programs included in the Software (the “Programs”) in object code form only, and shall not reverse
compile, disassemble or otherwise convert the Programs into uncompiled or unassembled code.
PERMITTED COPIES
Ordering Activity may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery
and testing purposes only, except for additional copies of the Teletime Software (which must be purchased separately). All copies of the
Programs or any part thereof, whether in printed or machine readable form and whether on storage media or otherwise, are subject to all the
terms of this license, and all copies of the Programs or any part of the Programs shall include the copyright and proprietary rights notices
contained in the Programs as delivered to the Ordering Activity.
UPDATES
In the event that Contractor supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the
Software (collectively referred to as “Updates”), such Updates shall be part of the Software and the provisions of this license shall apply to
such Updates and to the Software as modified thereby.
FIRMWARE
Ordering Activity may not download firmware updates for the Contractor Equipment unless Ordering Activity is maintaining such Equipment
under a support plan with Contractor.
TRAINING POINTS
Ordering Activity agrees to purchase the quantity of Contractor "training points" applicable to an order at the rate quoted ("Training Points").
Purchased Training Points may be redeemed for an equivalent value of instructor-led training sessions offered by Contractor. Available
instructor-led sessions are listed at http://customer.Contractor.com and each session has the Training Points value indicated. Training Points
may be redeemed at any time within 12 months of the date of the applicable Order Form, at which time they shall expire. Training Points may
not be exchanged for other Contractor products and/or services. Contractor will invoice Ordering Activity for the Training Points identified in
the Order Form upon execution of such Order Form with payment due upon the payment terms indicated in such Order Form.
LIMITED WARRANTY
Contractor warrants that all Contractor Equipment and Software media shall be free from defects in materials and workmanship, for a period of
ninety (90) days from delivery. In the event of a breach of this warranty, Ordering Activity’s exclusive remedy shall be Contractor’s repair or
AIS 07022012ATTACHMENT 1, Page 55 of 85
replacement of the deficient Equipment and/or Software media, at Contractor’s option, provided that Ordering Activity’s use, installation and
maintenance thereof have conformed to the meet the Contractor specifications ("Specifications"). This warranty is extended to Ordering
Activity only and shall not apply to any Equipment (or parts thereof) or Software media in the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of
any Contractor components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other
than normal and intended use;
(b) failure of Ordering Activity to provide and maintain a suitable installation environment, as specified in the Specifications; or
(c) malfunctions resulting from the use of badges or supplies not approved by Contractor.
PROFFESSIONAL AND EDUCATIONAL SERVICES
Warranty
Contractor warrants that all professional and educational services performed under this Attachment A shall be performed in a professional and
competent manner. In the event that Contractor breaches this warranty, and Ordering Activity so notifies Contractor within 30 days of receipt
of invoice for the applicable services, the Ordering Activity’s remedy shall be Contractor’s re-performance of the services which were deficient
in a manner so as to conform to the foregoing warranty, at no additional cost to Ordering Activity.
Contractor professional and educational services terms
The following terms and conditions shall apply to Contractor’s provision of Professional and/or Educational Services purchased by Ordering
Activity:
a. Professional Services:
• Contractor will provide Ordering Activity with a Professional Services Estimate or Statement of Work that outlines the project deliverables
and provides an estimate for the project scope and cost required to complete the engagement, based upon preliminary information provided
by Ordering Activity.
• Contractor and Ordering Activity agree that given the use of estimated times; the Assess Phase of the engagement will be used to
determine whether modifications to project scope and cost are required.
• Any such modification to project scope and cost will be supported through the generation of a Contractor Change Order that is signed by
the Ordering Activity (see Change Order Process below).
• The original project scope and cost of an engagement will apply until, and if, the Ordering Activity signs a Change Order.
• The Professional Services Estimate or Statement of Work is valid for one year from the date of signature.
• Contractor will invoice the Ordering Activity on a monthly basis for all Professional Services provided during the previous month.
• Professional Services work will be conducted during normal business hours, 8:00 AM – 5:00 PM, Monday through Friday.
• All Professional Services work scheduled to start outside of normal business hours will be billed in full at a premium rate described below.
For work to be performed After Hours, on Holidays, or on Weekends, an approved Change Order will be required prior to scheduling (see
Change Order Process below). Ordering Activity will be charged as follows:
(i) All Professional Services will be scheduled and billed in 4 hour increments with a minimum charge of 4 hours.
(ii) After Hours
(a) All scheduled work will be billed at 1.5 times the current contract rate by role.
(b) After Hours are 5:00 PM – 8:00 AM, Monday through Thursday.
(iii) Weekend
(a) All scheduled work will be billed at 2.0 times the current contract rate by role.
(b) Weekend is 5:00 PM Friday– 8:00 AM Monday.
(iv) Holiday
(a) All scheduled work will be billed at 2.0 times the current contract rate by role.
(b) Holiday is recognized Contractor Holiday (see below).
(v) Onsite Support requiring Travel:
(a) All travel time (portal to portal) will be billed at the current contract rate by role.
(b) Expense reimbursement is pursuant to the Attachment A covering such Professional Services between the Ordering Activity and
Contractor.
• Contractor requires notification for the cancellation or rescheduling of Contractor personnel. Ordering Activity will be charged for failure to
meet the following notification requirements:
(i) 2 business days prior to scheduled work — 50% of planned charges are invoiced for scheduled work.
(ii) 1 business day prior to scheduled work — 100% of planned charges are invoiced for scheduled work.
• In providing Professional Services, Contractor recognizes the following holidays:
(i) New Year's Day
AIS 07022012ATTACHMENT 1, Page 56 of 85
(ii) President's Day
(iii) Memorial Day
(iv) Independence Day
(v) Labor Day
(vi) Thanksgiving Day and the day after
(vii) Christmas Day
• Change Order Process:
(i) All changes to the original, signed Professional Services Estimate or Statement of Work will be initiated by the Contractor Project
Manager and reflected through the use of a Change Order, approved and signed by the Ordering Activity.
(ii) A change of project scope and cost, resulting in a Change Order, could result from: an increase or change to project deliverables,
customer allocated time, customer scheduling changes, technology limitations.
(iii) The last authorized Professional Services Estimate or Statement of Work, including any previously approved Change Orders, will prevail
until amended by a subsequent approved Change Order.
(iv) Unless otherwise addressed within these policies, the hourly rate(s) quoted within a Change Order for work to be performed within
normal business hours will be consistent with that contained within the original Professional Service Estimate or Statement of Work, if such
Change Order is executed during the course of the original engagement, or within one (1) year of the signing of the original Professional
Services Estimate or Statement of Work, whichever is earlier.
(v) In instances where specialized resources are requested, but not contained within the original Professional Services Estimate or
Statement of Work, the quoted rate will be established at Contractor' then current rate for such requested services.
• Travel
(i) Travel expenses will be charged pursuant to the Attachment A covering such Professional Services between the Ordering Activity and
Contractor.
(ii) In certain instances specialized resources may be used that require the payment of airfare, lodging and related travel expenses. Ordering
Activity shall be made aware of any such instance during the sales or Change Order process.
(iii) Ordering Activity is responsible for travel costs for employees attending training at a Contractor location.
b. Educational Services:
• All Instructor-led Educational Services classes will be held at a Contractor facility, or via the Contractor Virtual Classroom (if offered in that
modality), unless Ordering Activity has purchased onsite location training.
•. Contractor requires notification of cancellation from an Instructor-led class. Ordering Activity will be charged for training upon failure to
meet the following notification requirements:
(i) For any PUBLIC course held in the traditional classroom or in the virtual classroom:
Attendees must cancel at least five business days before the class start date to avoid cancellation fees (equal to the cost of the
course). Student substitutions can be made at any time as long as prerequisites have been met.
(ii) For any PRIVATE course held at a customer site, in the traditional classroom, or in the virtual classroom:
Attendees must cancel at least ten business days before the class start date to avoid cancellation fees (equal to the cost of the
course). Student substitutions can be made at any time as long as prerequisites have been met.
• Contractor reserves the right to cancel classes up to five business days before the scheduled start date for public courses held in a
Contractor Traditional Classroom (KTC) and up to two business days before the scheduled start date for public courses held in a
Contractor Virtual Classroom (KVC) due to lack of enrollment or any other unforeseen circumstances.
• Educational Services purchases are valid for one (1) year from the date of signature. Educational Service purchased but not used within
this one-year period will expire.
• All training course delivery scheduled to start outside of normal business hours will be billed in full at a premium rate described below.
Ordering Activity will be charged as follows:
(i) After Hours
There will be a 1.5 times premium in either per student public or per class private day rates.
After Hours are 5:00 PM – 8:00 AM, Monday through Thursday.
(ii) Weekend
There will be a 2.0 times premium in either per student public or per class private day rates.
Weekend is 5:00 PM Friday – 8:00 AM Monday.
(iii) Holiday
There will be a 2.0 times premium in either per student public or per class private day rates.
Holiday is recognized Contractor Holiday (see above).
•
Travel
(i) Travel expenses will be charged pursuant to the Attachment A covering such Professional Services between the customer and
Contractor.
AIS 07022012ATTACHMENT 1, Page 57 of 85
(ii) In certain instances specialized resources may be used that require the payment of airfare, lodging and related travel expenses.
Ordering Activity shall be made aware of any such instance during the sales or Change Order process.
(iii) Ordering Activity is responsible for travel costs for employees attending training at a Contractor location.
• Ordering Activity is responsible for travel and related costs for a Contractor trainer providing instruction at the Ordering Activity location.
• Additional Terms Applicable to Educational Services:
(i) Contractor personnel working at the Ordering Activity site shall have access to necessary infrastructure (servers, network, etc.).
(ii) In instances where Contractor personnel are working remotely access will be granted through the use of industry standard tools (DTS,
GoToMyPC, PCAnywhere, etc.).
(iii) Ordering Activity agrees to not hire any Contractor employee who has performed services under the Attachment A for a period of one-
year after the completion of such services.
(iv) All required system administration, maintenance, backups, tuning, etc., is the responsibility of the Ordering Activity.
(v) Ordering Activity Data: To perform the implementation and to provide support after completion, Contractor may need to access and
retain information regarding your employees and business organization. Contractor will take all reasonable steps to limit and safeguard the
security of this information. We may make recommendations to enhance your organization's procedures for securing your data — these
recommendations are intended to enhance the security of any sensitive information that is provided to us. However, there are no
guarantees that they will ensure the security of your information, nor should Contractor' actions be viewed as the only safeguards
necessary. The security of your data is ultimately your responsibility.
SOFTWARE AND EQUIPMENT SUPPORT SERVICES
Software support options
Ordering Activity may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus)
support (“Service Type”), each providing different service coverage periods and/or service offerings, as specified herein (“Service Offerings”)
and in the Contractor Support Service Policies (defined below). Ordering Activity must purchase the same Service Type for all of the Software
specified on the Order Form, (however, if Ordering Activity is purchasing support services for Visionware Software, Ordering Activity may only
purchase Gold Service Type for the Visionware Software). All Updates shall be provided via remote access.
GOLD SERVICE OFFERINGS Ordering Activity shall be entitled to receive:
(i) Updates for the Software (not including any Software for which Contractor charges a separate license fee), provided that Ordering
Activity’s operating system and equipment meet minimum system configuration requirements, as reasonably determined by Contractor.
If Ordering Activity requests Contractor to install such Updates or to provide retraining, Ordering Activity agrees to pay Contractor for
such installation or retraining at Contractor’ then-current time and materials rate.
(ii) Telephone and/or electronic access to the Contractor Global Support Center for the logging of requests for service during the Service
Coverage Period. The Service Coverage Period for the Gold Service Offering is 8:00 a.m. to 8:00 p.m., local time, Monday through
Friday, excluding Contractor holidays.
(iii) Web-based support including access to Software documentation, FAQ’s, access to Contractor knowledge base, Ordering Activity
forums, and e-case management. Such offerings are subject to modification by Contractor.
(iv) Web-based remote diagnostic technical assistance which may be utilized by Contractor to resolve Software functional problems and
user problems during the Service Coverage Period.
(v) Access to specialized content as and when made available by Contractor such as technical advisories, learning quick tips, brown bag
seminars, technical insider tips, SHRM e-Learning, HR Payroll Answerforce and service case studies.
PLATINUM AND PLUS SERVICE OFFERINGS:
Platinum: In addition to the Service Offerings specified for the Gold Service Offering above, the Service Coverage Period for the Platinum
Service Offering is 24 hours a day, seven days a week, 365 days a year.
Plus option: In addition to the Service Offerings specified for the Gold Service Offering above, Ordering Activities purchasing the Plus option
shall receive the services of a dedicated, but not exclusive, Contractor Technical Account Manager (“TAM”) for one production instance of the
Software. Ordering Activities purchasing the Gold-Plus option shall designate up to one primary and one secondary backup technical contacts
(“Technical Contacts”) to be the sole contacts with the TAM, while Ordering Activities purchasing the Platinum-Plus option shall designate up
to two primary and three secondary backup Technical Contacts. Upon request, Ordering Activity may designate additional and/or backup
Technical Contacts. Ordering Activity is required to place all primary Technical Contacts through Contractor product training for the Software
covered under this Attachment A at Ordering Activity’s expense.
Ordering Activity purchasing the Platinum-Plus option shall also receive a one day per year visit to be performed at the Ordering Activity
location where the Software is installed. During this onsite visit, Contractor shall work with Ordering Activity to identify ways to help Ordering
Activity increase functionality or maximize utilization of the Software in Ordering Activity’s specific environment. Ordering Activity must be
utilizing the then-current version of the Software. Travel and expenses are not included and shall be paid by Ordering Activity.
ADDITION OF SOFTWARE
Additional Software purchased by Ordering Activity during the initial or any renewal term shall be added to this Attachment A at the same
support option as the then current Software support coverage in place under these terms. Ordering Activity agrees to pay the charges for such
addition, and any such addition shall be automatically renewed as provided in these terms.
AIS 07022012ATTACHMENT 1, Page 58 of 85
RESPONSIBILITIES OF ORDERING ACTIVITY
Ordering Activity agrees (i) to provide Contractor personnel with full, free and safe access to Software for purposes of support, including use of
Contractor’ standard remote access technology, if required; (ii) to maintain and operate the Software in an environment and according to
procedures which conform to the Specifications; and (iii) not to allow support of the Software by anyone other than Contractor without prior
written authorization from Contractor. Failure to utilize Contractor’ remote access technology may delay Contractor’ response and/or resolution
to Ordering Activity’s reported Software problem. If Ordering Activity requires the use of a specific remote access technology not specified by
Contractor, then Ordering Activity must purchase the Plus option to receive support and provide Contractor personnel with full, free and safe
access to the remote access hardware and/or software.
DEPOT SUPPORT SERVICES
In the event Ordering Activity elects to purchase depot equipment repair support services ("Depot Support Services") for Ordering Activity's
Contractor Equipment ("Product(s)") in locations within the United States, Canada, and Puerto Rico, Contractor shall provide such services
pursuant to the following terms and conditions:
DEPOT SUPPORT SERVICE. Upon the failure of an installed Product, Ordering Activity shall notify Contractor of such failure and Contractor
will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those
failures determined by Contractor to be Product related shall be dispatched to a Manufacturer Depot Repair Center, and Ordering Activity will
be provided with an RMA for the failed Product if Ordering Activity is to return the failed Product to Contractor, as reasonably determined by
Contractor. Ordering Activity must return the failed product with the supplied Return Material Authorization Number (RMA).
(i) Depot Exchange: Contractor will provide a replacement for the failed Product at the FRU or subassembly level on an "advanced
exchange" basis, utilizing a carrier of Contractor' choice. Replacement Product will be shipped the same day, for next business day
delivery to Ordering Activity's location. REPLACEMENT PRODUCT(S) MAY BE NEW OR RECONDITIONED. Ordering Activity
shall specify the address to which the Product is to be shipped. All shipments will include the Contractor provided RMA designating
the applicable Manufacturer Depot Repair Center, as the recipient. Ordering Activity, upon receipt of the replacement Product from
Contractor, shall package the defective Product in the materials provided by Contractor, with the RMA supplied and promptly return
failed Products directly to Contractor using the carrier specified by Contractor.
(ii) Depot Repair: It is Ordering Activity's obligation to purchase and retain, at Ordering Activity's location and at Ordering Activity's
sole risk and expense, a sufficient number of spare products ("Spare Products") to allow Ordering Activity to replace failed Products
at all Ordering Activity locations. Upon failure of an installed Product, Ordering Activity shall install a Spare Product to replace the
failed Product. Ordering Activity shall also specify the address to which the repaired Product should be return shipped. Ordering
Activity shall then return the failed Product, with the required RMA, to the applicable Manufacturer Depot Repair Center. Ordering
Activity shall make every reasonable effort to return the failed Product using the same packing materials in which the original
Product was sent. Upon receipt of the failed Product, Contractor shall repair the failed Product and ship it, within ten (10) business
days after receipt, to Ordering Activity. Contractor shall ship the repaired Product by regular surface transportation to Ordering
Activity.
RESPONSIBILITIES OF CUSTOMER. Ordering Activity agrees that it shall return failed Products promptly as the failures occur and that it
shall not hold failed Products and send failed Product to Contractor in "batches" which shall result in a longer turnaround time and surcharge
to Ordering Activity. In addition, Ordering Activity agrees to:
(i) Maintain the Products in an environment conforming to Contractor' published specifications for such Products;
(ii) Deinstall all failed Products and install all replacement Products in accordance with Contractor' published installation guidelines;
(iii) Ensure that the Product(s) are returned to Contractor properly packaged; and
(iv) Obtain an RMA before returning any Product to Contractor and place the RMA clearly and conspicuously on the outside of the
shipping package. Ordering Activity may only return the specific Product authorized by Contractor when issuing the RMA.
SUPPORT EXCLUSIONS
Depot Support Service does not include the replacement of "consumables". In addition, Depot Support Service does not include the repair of
damages, and Ordering Activity will not attempt to return damaged Product, resulting from:
(i) Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning, transportation, or
any act of God;
(ii) Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published
installation guidelines) including, but not limited to, adequate electrical power;
(iii) Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other failure
to use Products in accordance with published specifications;
(iv) Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories or
supplies not approved by Contractor;
(v) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
AIS 07022012ATTACHMENT 1, Page 59 of 85
(vi) Ordering Activity's repair, attempted repair or modification of the Products.
Professional services provided by Contractor in connection with the installation of any Software or firmware upgrades, if available, and if
requested by Ordering Activity are not covered by Depot Support Services. Firmware (including equipment service packs) which may be
available to resolve a Product issue is not installed by the Manufacturer Depot Repair Center but is available for download at Contractor'
customer web site provided Ordering Activity is maintaining the Product under an annual Depot Support Services plan with Contractor.
WARRANTY AND DISCLAIMERS. Contractor warrants that all repairs performed under this Attachment A shall be performed in a
professional and competent manner. ALL OTHER WARRANTIES FOR THE REPAIR SERVICES PROVIDED HEREUNDER, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXCLUDED BY
ATTACHMENT A OF THE PARTIES.
REMEDY. The remedy of Ordering Activity and sole liability of Contractor shall be replacement of the repaired Product.
EXTENDED SUPPORT PROGRAM (DELL SERVERS)
An Ordering Activity purchasing the Extended Support Program for its Dell servers purchased from Contractor shall receive a specialized,
bundled set of Contractor Support Services. Because of the specialized nature of these services, the following terms and conditions shall
apply to the Extended Support Program.
Payroll Tax Process and Reporting Services (Only available in the United States)
(i) Ordering Activity understands that Empower shall supply the Payroll Tax Processing Services to Ordering Activity using Ordering Activity's
data, and that Ordering Activity is required to transmit accurate data to Empower, and review all draft returns provided to Ordering Activity by
Empower, in a timely fashion in accordance with any applicable Empower terms set forth in an order.
(ii) Ordering Activity understands and acknowledges that all Services (including support services) rendered by Contractor and Empower will be
based upon information furnished by Ordering Activity. Assuming the receipt from Ordering Activity of accurate information, timely-submitted
and correct data, and, if applicable, timely funding of payroll tax liabilities by Ordering Activity, Empower assumes full responsibility to Ordering
Activity for the accurate and timely payment of applicable liabilities to the proper taxing authorities, in the manner prescribed by those
agencies. Should Empower fail to comply due to its negligence, Empower shall be responsible for any related penalties which may result,
provided Empower has the authority to negotiate those penalties at its own expense.
Dell Ready to Run Program
(i) The Dell hardware products with which the Software is bundled ("Dell Products") are subject to Dell's U.S. Terms and Conditions of Sale
("Dell Terms and Conditions"), a copy of which shall be provided by Dell directly to Ordering Activity. The only warranty applicable to Dell
Products, if any, is limited to the warranty stated in the Dell Terms and Conditions. Contractor reserves the right to substitute a Dell Product
with another Dell Product of equal or greater functionality if the Dell Product ordered by Ordering Activity is unavailable.
(ii) Contractor is not responsible for support of the Dell Products and shall not be liable for any costs, damages or expenses resulting from
problems with the Dell Products. Ordering Activity is to contact Dell for any problems or questions with the Dell Products.
(iii) The Dell Return Policy, as described in the Dell Terms and Conditions, is not available on Dell Products purchased through the Program.
All other Dell Terms and Conditions shall apply as described therein.
(iv) The Dell Products are sized by Contractor based on the employee capacity of the Software licensed by Ordering Activity. In the event that
Ordering Activity purchases additional license capacity of the Software or adds other applications to be run on the Dell Products, it may
become necessary for Ordering Activity to purchase additional Dell Products in order to maintain the increased server load.
(v) If Ordering Activity is sublicensing Microsoft SQL Server software as part of the Program, the following additional terms shall apply: The
Microsoft SQL Server software being sublicensed hereunder ("SQL") as part of the Contractor Software is standard edition ("Runtime-
Restricted Use") software; as such, SQL may only be used to run the Software. SQL may not be used either (i) to develop and/or (ii) in
conjunction with, new applications, databases or tables other than those contained in the Software. The foregoing, however, does not prohibit
Ordering Activity from using a tool to run queries or reports from existing tables, and/or from using a development environment or workbench,
which is part of the Software to configure or extend such Software. Notwithstanding any provision of the Attachment A, Ordering Activity may
only transfer SQL as part of the Software. Ordering Activity also agrees to use the Microsoft SQL Server software only on the servers,
processors or other electronic devices which the Software is permitted to be connected.
Dell Extended Support Program.
ADDITIONAL SERVICE OFFERINGS PROVIDED UNDER EXTENDED SUPPORT PROGRAM
Services Description
Upgrades Installation of every other software point release is included. Contractor will perform the technical work
required to upgrade your software. New feature configuration, project management, testing, and training
are not included and can be ordered separately.
Database Monitoring and Contractor is responsible for monitoring and managing performance of the DBMS. This includes running all
AIS 07022012ATTACHMENT 1, Page 60 of 85
Performance Tuning maintenance scripts such as updating statistics, free space, indexes and database integrity checks as
described in Contractor Best Practices.
Contractor Application Service
Packs and Legislative Updates
Service packs and legislative updates are provided and installed as required to repair reported product
issues. Modifications to product or report customizations impacted by Service packs or legislative updates
are not included and can be ordered separately.
Backup & Restore Assistance Data backup configuration planning assistance. Ordering Activity is required to perform data backups.
Contractor is not responsible for data loss.
DEFAULT
Ordering Activity shall have the right to terminate Contractor support services in the event that Contractor is in breach of the support services
warranty set forth below and such breach is not cured within fifteen (15) days after written notice specifying the nature of the breach. In the
event of such termination, Contractor shall refund to Ordering Activity on a pro-rata basis those pre-paid annual support fees associated with
the unused portion of the support term. Contractor reserves the right to terminate or suspend support service in the event the Ordering Activity
is in default under this Attachment A with Contractor and such default is not corrected within fifteen (15) days after written notice.
WARRANTY
Contractor warrants that all support services shall be performed in a professional and competent manner.
CONTRACTOR SOFTWARE SUPPORT SERVICE POLICIES
The following Contractor Support Services Policies shall apply to all Software Support Services purchased by Ordering Activity:
a. Product Coverage.
(i) For each installation, Ordering Activity’s must purchase the same software support service type for all software and must purchase the
same equipment support service type for all equipment.
(ii) Workforce Central suite
Contractor only provides service packs for the current release and the two immediately prior releases of the Software. Contractor currently
come out with new releases every eighteen months. Resolution of an issue may require that you upgrade to the current release of the
Software. Workforce HR and Workforce Payroll are exceptions to the rule. Contractor provides service packs for the current release and the
immediately prior release of the Software only for Workforce HR and Workforce Payroll.
(iii) Contractor iSeries Central suite
Contractor only provides service packs for the current release and the two immediately prior releases of the Software. Resolution of an issue
may require that you upgrade to the current release of the Software.
(iv) Timekeeper Central
Contractor only provides "defect repairs" for the current release of the Software.
(v) Contractor defines Version, Release, and Service Pack as follows:
(a) Version: A software product upgrade that includes major new features or functionality.
(b) Release: A software product upgrade that includes minor new features or functionality.
(c) Service Pack: One or more defect repairs bundled into a single update. Service packs are cumulative - Service Pack N will, at
minimum, include all of the changes delivered in Service Pack N-1.
(d) The software product hierarchy is: Version . Release . Service Pack
b. Support Exclusions.
(i) Support service does not include service to the Software resulting from, or associated with:
(a) Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind, lightning and transportation,
or any act of God; or
(b) Ordering Activity's failure to continually provide a suitable installation environment as specified in Contractor' specifications; or
(c) Ordering Activity's improper use, management or supervision of the Software or other failure to use the Software in accordance with
Contractor' specifications; or
(d) Ordering Activity's repair, attempted repair or modification of the Software without prior authorization from Contractor; or
(e) Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of accessories or
supplies not approved by Contractor; or
(f) Ordering Activity's computer or operating system malfunctions; or
(g) Services required for application programs and/or conversions from products or software not supplied by Contractor; or
(h) Reprogramming, including reconfiguration of the Software or the rebuilding of Ordering Activity's database.
AIS 07022012ATTACHMENT 1, Page 61 of 85
(ii) In addition to the Support exclusions above the following Services are NOT covered and are subject to the applicable Contractor Service
rates:
(a) Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay Rules, Accrual Rules,
Profiles, and Fields
(b) Creating New Schedules
(c) Terminal Programming and Cold Start
(d) Pay Period Changes
(e) Programming, modifying, implementing, training or troubleshooting the following:
1. Data integration interfaces (i.e. Connect, Integration Manager)
2. Custom Reports
3. Custom Application extensions
(f) Editing Process Manager templates and creating new templates
(g) Installing or reinstalling Applications such as, but not limited to,
1. Adding a Workstation
2. Moving the Application
3. Reinstalling following a Hard Drive Crash
(h) Database Administration Maintenance or Services such as, but not limited to,
1. Database maintenance scripts
2. Writing or customizing database scripts for data reporting and/or retrieval
3. Performance Tuning
4. Sizing
5. Disaster Recovery
6. Database backup strategy and/or setup
(i) Establishing a Non-Production Environment such as, but not limited to,
1. Test environments, i.e., application servers, database servers
2. K-Demo
(j) Troubleshooting Environmental Issues such as, but not limited to,
1. Operating System
2. Network Issues
3. Firewalls
4. Servers
5. Workstations
6. Single Sign On
(k) Custom Reports or Custom Application Extensions
(l) Implementation or configuration services related to upgrading product such as, but not limited to,
1. Software implementation
2. Porting custom software (i.e., reports)
3. Change management
4. Training
5. New functionality deployment
6. Application interfaces
(m) Service to Contractor custom software is not provided, unless otherwise specified on the applicable Order Form for such custom
software.
(n) Importing new data i.e. from acquisitions or purchasing of another company.
(o) Load balancing configuration
(p) Virtual server configuration
Support Discontinuance – End of Life
Contractor may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the anniversary date of the relevant
support Attachment A, whichever is longer. If such support is discontinued during the initial or any renewal term of the relevant support
Attachment A, the remaining value of the Attachment A will be left as a credit on the account to be applied against any future invoices.
Reinstatement of Support Services.
In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity did not originally purchase
Software or Equipment support services and wishes to reinstate or procure such services, Ordering Activity must pay (i) the support services
fees at list price for such lapsed or un-procured time period for when the products were not on support; and (ii) the annual support services at
the then current list price for the applicable product(s), plus twenty per cent (20%) of the support services fees.
Service Coverage Period:
8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding Contractor holidays, with access to Contractor's technical support
staff - Silver Support.
The availability of Silver support for new purchases was discontinued on July 1, 2007, and for Silver support Attachment A renewals on
May 1, 2008.
AIS 07022012ATTACHMENT 1, Page 62 of 85
8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding Contractor holidays, with access to Contractor's technical support
staff - Gold or Gold Plus Support.
24 hours a day, seven days a week, 365 days a year, with access to Contractor's technical support staff - Platinum or Platinum Plus
Support
Priority Based Support
Contractor provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first. Contractor Global
Support has set up the following guidelines to assess the priority of each service request:
High Priority: A critical customer issue with no available workaround where the system or a module may be down, experiencing major
system degradation, data corruption or other related factors resulting in the customer not being able to process their payroll such as:
• Unable to sign-off Time Cards
• Totals are not accurate
• Unable to collect punches from terminals
• Unable to access a critical application function such as scheduling
No workaround is available.
Medium Priority: A serious customer issue which impacts ability to utilize the product effectively such as:
• Intermittent or inconsistent functionality results or data accuracy - accrual balances not matching pay codes but
balances are accurate
• Data display inaccuracies or inconsistencies across multiple tasks
• System performance is inconsistent or fluctuates
A workaround is available.
Low Priority: Non-critical problem generally Use and Usability issues and or "how to" questions such as:
• How do I set up a holiday pay rule?
• How do I run a report?
• How often should database maintenance be executed?
A workaround is available on the customer portal.
Response Time.
Response Time shall mean from the time the case priority is set by Contractor' Support Center until a Contractor support representative
contacts the Ordering Activity to begin service. Contractor utilizes a priority based support focus. Customers with the most critical request will
be serviced in accordance with the following guidelines:
Priority Gold Platinum
High 2 hours 1 hour
Medium 4 hours 4 hours
Low 8 hours 8 hours
All response times are business hours.
The above are only guidelines and may be modified, for a particular incident, based on joint agreement A between Ordering Activity and
Contractor, e.g., if a Gold support customer's case is logged at 4:55 p.m., local time, with a "Medium Priority" designation, Contractor would
respond before 8:55 a.m., local time, the next business day (Monday - Friday for Gold Support customers).
Critical Outages.
Contractor Global Support will provide continuous effort on all high priority events through either bug identification, the development of a
workaround or problem resolution. If this effort goes beyond normal hours, the case may be passed to the after hours team or to the mission
critical support engineer on duty. On-going continuous effort may also be dependent on Ordering Activity's ability to provide a
resource to work with the Contractor Global Support engineer during this period. Support outside the scope of the services
Attachment A is billable.
Technical Escalation.
Contractor’s case resolution process is a team-based approach structured around specific products of the Application suite and staffed by
Support Engineers covering the full spectrum of skill sets and technical expertise. The Teams are empowered to dynamically apply the
appropriate resources to a case based on severity and complexity to ensure the fastest resolution time possible. The teams are also
AIS 07022012ATTACHMENT 1, Page 63 of 85
integrated with the Development Engineering staff and engage their assistance and technical guidance when necessary and/or directly
escalate depending on case severity and time to resolve considerations. For situations that contain multiple cases an Account Manager may
be assigned to act as a single point of contact and communication regarding case resolution status, action plan development, resource
integration and implementation co-ordination. The Account Manager remains engaged until the situation has been successfully remediated.
Management Escalation.
Ordering Activity may, at any time, ask to speak to a Contractor manager if they experience dissatisfaction with the level of service received
with respect to a specific case or service in general. To contact a Contractor Global Support manager, please telephone your Contractor
Support Services center and ask to speak to a manager.
Software Support Services and Features
Contractor provides different levels of support offerings through our Platinum Plus, Platinum, Gold Plus, and Gold support services.
Platinum Plus Support Service.
Platinum Plus Support customers have access to the same features as the Platinum Support customers and access to the Technical Account
Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast knowledge of Contractor products and services to
provide you with proactive, consultative expertise. For Platinum Plus customers, a TAM is available 24 hours per day, 7 days per week.
Platinum Plus customers can designate 5 named contacts, and also enjoy one on-site visit per year.
Platinum Support Service.
Platinum Support customers have access to the same service features as Gold Support customers and the following additional entitlements:
• 24 x 7 x 365 telephone access to Contractor Global Support
• Access to Senior Support Engineers
• Response time of 1 hour or less for High, 4 hours or less for Medium, and 1 business day or less for Low Priority calls.
Platinum Support customers also have the option of upgrading to Platinum Plus.
Gold Plus Support Service.
Gold Plus Support customers have access to the same features as the Gold Support customers and access to the Technical Account
Manager (TAM). The TAM is a seasoned service professional that will draw upon a vast knowledge of Contractor products and services to
provide you with proactive, consultative expertise. For Gold Plus customers, a TAM is available from 8:00 a.m.-8:00 p.m., local time, Monday-
Friday. Gold Plus customers can designate 2 named contacts.
Gold Support Service.
Gold Support offers a very well-rounded support program. Included is free access to Contractor Global Support from 8:00 a.m. to 8:00 p.m.
local time, as well as the following entitlements noted below. Gold Support customers also have the option of upgrading to Gold Plus.
(i) SuperSearch (Available to all Support Attachment A customers).
The Search engine searches the following data sources* and includes Basic and Advanced filters to search by product.
• Knowledge base
• Documentation (Manuals and User Guides)
• Service packs
• Ordering Activity forums
• Technical Advisories and Technical Insiders
• Frequently asked questions (FAQs)
*Access to data sources is limited by type of support service.
(ii) Technical Advisories (Available to all Support Attachment A customers)
Contractor Global Support Center personnel are a valuable source of knowledge and experience. Ordering Activity has access to the same
vast repositories of information that they use. Ordering Activity has access to these technical alerts located on the Contractor customer portal.
(iii) Service Case Studies (Available to Gold and Platinum level customers)
An in-depth understanding of technology and how Contractor applications incorporate that technology.
(iv) Learning Quick Tips (Available to Gold and Platinum level customers)
AIS 07022012ATTACHMENT 1, Page 64 of 85
Web-based, self-paced recorded training modules for Ordering Activity’s Contractor application. These training recordings are short in duration
and are available anytime and anywhere via the internet.
(v) Technical Insider (Available to Gold and Platinum level customers)
The Technical Insider offers best practices, procedures, and tools and is available through Contractor’s customer portal.
(vi) Brown Bag Sessions (Available to Gold and Platinum level customers)
Training over the Internet on a variety of topics pertaining to the Contractor system. Contractor Global Support offers these Brown Bag
workshops in a structured online format without costly travel or interruption to schedule. These sessions are one hour in length and are FREE
for all Contractor customers with Gold or Platinum support agreements.
(vii) HR and Payroll Answerforce (Available to Gold and Platinum level customers)
HR and Payroll Answerforce enables Ordering Activity to facilitate communication between employees, managers and HR professionals. It
provides managers and employees with current HR information they need to make effective decisions. Experience an award-winning user
interface which delivers up-to-date human resources, employee benefits, compensation, employment and regulatory information directly to
desktop.
(viii) SHRM e-Learning (Available to Gold and Platinum level customers)
SHRM e-Learning is an online educational environment that delivers just-in-time training to HR professionals through a series of HR-related
mini-courses. SHRMe-Learning courses are facilitated by leading industry experts and presentations range from 60 to 90 minutes in length.
(ix) Interactive Forms (Available to Platinum level customers)
Instant access to a comprehensive and easy-to-use library of HR and Employment & Payroll Tax forms and instructions. Ordering Activity can
access, fill out, save, print, and maintain over 730 HR forms and 2500 Payroll forms.
(x) Service Packs (Available to all Support Agreement customers)
Contractor Support Services entitles all Ordering Activities who purchase a support agreement to the latest available product version
upgrades, updates and enhancements, and documentation released during the agreement period, available on CD or downloadable from the
Contractor customer portal. Protecting Ordering Activity’s investment is where Contractor’s coverage begins as an Ordering Activity embarks
on its journey to increased knowledge and improved business performance. This service feature entitles Ordering Activity to the latest
available product releases, updates/patches and legislative updates for the Workforce Payroll™ module. For many products, the latest support
releases (service packs) or legislative updates are posted on the customer portal for Ordering Activity to download and install. Ordering
Activity must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal.
(xi) Knowledge Base (Available to all Support Agreement customers)
Accessed by our customers thousands of times per month, this online database currently contains thousands of answers to questions about
Contractor products. Type in a question and the knowledge base suggests a solution. It is tightly integrated with Contractor’s Global Support
case management system and captures the real-world experience of its support engineers. The knowledge base is constantly updated. When
Contractor’s support engineers encounter and resolve new situations, they can automatically submit new solutions to the knowledge base.
(xii) Frequently Asked Questions (Available to all Support Services customers)
Conveniently organized and continuously populated from the knowledge base, FAQs truly represent those issues that customers ask about
most. Before querying the knowledge base, try the FAQs to find your answers or get ahead of issues you may not be aware of.
(xiii) eCase management (Available to all Support Agreement customers)
For Ordering Activity’s convenience, Contractor gives Ordering Activity direct access to Contractor’s electronic case management system.
Ordering Activity may make its own notes to help explain what it is encountering. Ordering Activity’s case is formally assigned a number and
subject to all the normal tracking and routing mechanisms. Cases are reviewed Monday-Friday, during the business hours of the applicable
Contractor support center, excluding Contractor holidays. Should Ordering Activity require assistance outside the described hours, it may
telephone its Contractor support center.
(xiv) Documentation (Available to all Support Agreement customers)
Online access to documentation for most of Contractor' products, for example:
• Installation guides
• Configuration guides
• Database administrators guides
AIS 07022012ATTACHMENT 1, Page 65 of 85
• User guides
• System administrators guides
• Database views reference guides.
(xv) Customer Forums (Available to all Support Agreement customers)
Customer forums provide a unique opportunity to connect with other Contractor customers and to benefit from their real-world experiences.
Organized by product platform and using threaded messaging, the Forums allow Ordering Activity to post questions to other forum visitors —
or provide advice to someone else's query. A chance to go beyond simple product "how to," many customers have commented on how the
forums have helped them gain a broader understanding of how to leverage their Contractor applications.
(xvi) Remote Support (Available to all Support Agreement customers)
A web-based screen-sharing application that enables Contractor to support Ordering Activity by empowering Contractor support
representatives to remotely view Ordering Activity’s user’s computer. By connecting through the Internet or via intranets and extranets, support
representatives will work in real time with Ordering Activity’s users and quickly escalate to desktop sharing, which features mutual mouse and
keyboard control and whiteboard capability.
Per-event Software Service.
Ordering Activities seeking support outside their service coverage period or Services that are not covered by your Support service or Ordering
Activities without a Support Agreement on Active Product will be charged at the current Contractor hourly rate.
Software/Equipment
Phone Support
Day and Time (local time) Minimum hours
Monday-Friday
8:00 a.m.-5:00 p.m. 2
Monday-Thursday
5:01 p.m.-7:59 a.m. 4
Friday-Monday
5:01 p.m.-7:59 a.m. 8
Conditions:
1. Time billed is minimum billable hours and then one hour increments.
2. The 8:00 a.m.- 5:00 p.m. minimum billable hours apply to software support calls received prior to 5:00 p.m. local time Monday-Friday.
3. The response time for customers without a support agreement is within two business days.
4. Customers with a Support Agreement receive a 50 percent reduction from the minimum amount of hours.
5. Per-event rates are not discountable.
CONTRACTOR EQUIPMENT / HARDWARE SUPPORT SERVICE POLICIES
The following Contractor Support Services Policies shall apply to all Equipment / Hardware Support Services purchased by Ordering Activity:
Depot Exchange Service.
The premium hardware service option: Contractor ships a replacement unit on an advance exchange basis by next-business day delivery
where available if request is received prior to 2:00 p.m. Contractor recommends that Depot Exchange customers procure the appropriate
number of spare units to maintain adequate coverage while a unit is out of service.
How it works:
• Ordering Activity contacts Contractor to troubleshoot the problem. If unable to resolve the issue, Ordering Activity is issued a Return
Material Authorization (RMA) Case number to return the unit to Contractor for repair.
• Ordering Activity installs its own spare unit from its inventory.
• Contractor ships a replacement unit on an advance exchange basis by next-business day delivery where available if request is
received prior to 2:00 p.m.
• Upon receipt of replacement, Ordering Activity sends the terminal needing service back to the Contractor Equipment Services
Center.
AIS 07022012ATTACHMENT 1, Page 66 of 85
Availability: Currently ONLY available in Australia, Canada, China, Mexico, New Zealand, and United States.
Conditions:
• Batching (defined as 2 or more terminals) voids the turn-around time.
• Ordering Activity will be charged Contractor' current time and materials rate for the installation (professional services) of any
software or firmware upgrades, if available, and if requested.
• Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT
include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:
1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning,
transportation, or any act of God;
2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor's published
installation guidelines) including, but not limited to, adequate electrical power;
3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other
failure to use Products in accordance with Contractor' published specifications;
4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories
or supplies not approved by Contractor;
5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
6. Ordering Activity's repair, attempted repair or modification of the Products.
• Terminals are warranted for 90 days from date of shipment.
This service includes access to equipment service packs / firmware updates available on the Contractor customer portal. Ordering Activity
must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal.
Depot Exchange Service.
This service was designed for those Ordering Activities who keep their own inventory of spare terminals and options.
How it works:
• Ordering Activity contacts Contractor to troubleshoot the problem. If unable to resolve the issue, Ordering Activity is issued a Return
Material Authorization (RMA) Case number to return the unit to Contractor for repair.
• Ordering Activity installs its spare unit from its inventory.
• Ordering Activity sends the terminal needing service back to the Contractor Equipment Services Center.
• Upon receipt of product, Contractor shall repair the product within ten (10) business days and return to you by regular surface
transportation.
Availability:NOT available in Australia, China and New Zealand.
Conditions:
• Batching (defined as 2 or more terminals) voids the turn-around time.
• Ordering Activity will be charged Contractor's current time and materials rate for the installation (professional services) of any
software or firmware upgrades, if available, and if requested.
• Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT
include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:
1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning,
transportation, or any act of God;
2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published
installation guidelines) including, but not limited to, adequate electrical power;
3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other
failure to use Products in accordance with Contractor' published specifications;
4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories
or supplies not approved by Contractor;
5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
6. Ordering Activity's repair, attempted repair or modification of the Products.
• Repairs are warranted for 90 days from date of shipment.
This service includes access to equipment service packs / firmware updates available on the Contractor customer portal. Ordering Activity
must sign up for email alerts to get notified of the release of new service packs on the Contractor customer portal.
Per-event Repair Service
Per-event rates apply to Ordering Activities without an equipment support agreement. The Contractor Equipment Services center will attempt
to repair any repairable defective item within 15 business days after receipt at the current Per-event pricing. The product will be returned by
regular surface transportation.
How it works:
• Ordering Activity contacts Contractor to get a Return Material Authorization (RMA) Case number to return the unit to Contractor for
repair.
AIS 07022012ATTACHMENT 1, Page 67 of 85
• Ordering Activity installs it spare unit from its inventory
• Ordering Activity sends the terminal needing service back to the Contractor Equipment Services Center.
• Upon receipt of product, Contractor shall repair the product within fifteen (15) business days and return to the customer by regular
surface transportation.
Conditions:
• Batching (defined as 2 or more terminals) voids the turn-around time.
• Ordering Activity will be charged Contractor's current time and materials rate for the installation (professional services) of any
software or firmware upgrades, if available, and if requested.
• Equipment Support Services do NOT include the replacement of "consumables." In addition, Depot Support Services do NOT
include the repair of damages, and Ordering Activity will not attempt to return damaged Product, resulting from:
1. Any cause external to the Products including, but not limited to, electrical work, fire, flood, water, wind, lightning,
transportation, or any act of God;
2. Ordering Activity's failure to continually provide a suitable installation environment (as indicated in Contractor' published
installation guidelines) including, but not limited to, adequate electrical power;
3. Ordering Activity's improper use, relocation, packaging, refinishing, management or supervision of the Product(s) or other
failure to use Products in accordance with Contractor' published specifications;
4. Ordering Activity's use of the Products for purposes other than those for which they are designed or the use of accessories
or supplies not approved by Contractor;
5. Government imposed sanctions, rules, regulations or laws preventing the shipment of the Products; or
6. Ordering Activity's repair, attempted repair or modification of the Products.
• Repairs are warranted for 90 days from date of shipment.
This service does NOT include access to equipment service packs / firmware updates.
KNOWLEDGEPASS EDUCATION SUBSCRIPTION
The following terms shall apply to Ordering Activity’s purchase of the Contractor KnowledgePass Education Subscription if specified on the
Order Form:
(a) Scope: The KnowledgePass Education Subscription is only available to Ordering Activities who are licensing Contractor’s Workforce
Central Software products and who are maintaining such products under a support plan with Contractor. The KnowledgePass Education
Subscription provides access via the internet to certain educational offerings provided by Contractor (the “KnowledgePass Content”),
including:
i. Hands-on Guided Practices ;
ii. Tutorials;
iii. Concept movies;
iv. Job Aids in *pdf form;
v. Training Kits (downloadable zip files of modifiable learning content);
vi. Information Webinars; and
vii. Train-the-Trainer Resource Center (which is only available to customers who purchase one of Contractor’ Train-the Trainer
Programs) which includes:
· Instructor Guide
· Student Guide
· Job Aids
· Database files
The content of these offerings are subject to change by Contractor without notice.
(b) Term of Subscription: The KnowledgePass Education Subscription shall run co-terminously with Ordering Activity’s Software Support, and
shall renew for additional one (1) year terms provided Ordering Activity renews its KnowledgePass Education Subscription as provided below.
(c) Payment: Ordering Activity shall pay the annual subscription charge for the initial term of the KnowledgePass Education Subscription in
accordance with the payment terms on the Order Form. Contractor will send Ordering Activity a renewal invoice for renewal of the
KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the then current term. KnowledgePass Education
Subscription shall renew for an additional one (1) year term if Ordering Activity pays such invoice before the end of the initial term or any
renewal term.
(d) Limitations: Ordering Activity recognizes and agrees that the KnowledgePass Content is copyrighted by Contractor. Ordering Activity is
permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Ordering Activity’s internal use and may not disclose
such KnowledgePass Content to any third party other than Ordering Activity’s employees. Ordering Activity may not edit, modify, revise,
amend, change, alter, customize or vary the KnowledgePass Content without the written consent of Contractor, provided that Ordering
Activity may download and modify contents of Training Kits solely for Ordering Activity’s internal use.
(e) Train-the-Trainer Program (TTT): Certification under the Train-the-Trainer Program is valid only for the point release of the Software for
which the TTT Program is taken, and covers only the Ordering Activity employee who completes the TTT Program.
AIS 07022012ATTACHMENT 1, Page 68 of 85
KRONOS WEBTA SUPPORT POLICIES AND SERVICES
• The current Gold Support standard policies and maintenance services for the Kronos webTA family of products are listed below unless
the Ordering Activity has different agreements in their existing contracts governing their maintenance support services. In the absence of
a specific maintenance support services contract between Contractor and the Ordering Activity the maintenance support services listed in
this document prevail.
• Kronos webTA customers are only eligible to receive Gold Support. Kronos Gold Plus, Platinum and Plus Programs are not available
under webTA support and maintenance agreements.
Product Coverage
For each product installation in the Kronos webTA family of products, Ordering Activity’s must purchase the same software support service
type for all Kronos webTA software products. The Kronos webTA family of products is sold to entities within the U.S. Federal Government.
The Supported Product List for the Kronos webTA family of products is as follows:
• Kronos webTA – time, attendance & leave management
• Kronos webLM – labor, project & activities tracking & costing
• Kronos webTA Services – interoperability, interfacing, SOA, API
• Kronos webTA Mobile – mobile access to webTA & webLM
• Kronos webTA Mobile Supervisor – mobile access to webTA & webLM
• Kronos webTA Report Server – web based reporting server
• Kronos webTA Reports – web based webTA reporting, analytics, OLAP
• Kronos webTA Smart-time – suggestion based time, attendance & leave
• Kronos webTA Console – dash board information views
• Kronos webTA Guide – service enabled on line training module
Kronos webTA Family of Products
Contractor through Kronos only provides maintenance service support for the current version (for example, 4.x.x) and the immediate prior
supported version and release (for example, 3.8.x) of the Software for a maximum of 24 months. Resolution of an issue may require that a
customer upgrade to the current release or version of the Software.
Contractor through Kronos defines Version, Release, and Service Pack as follows –
• Version: A software product upgrade that includes major new features or functionality.
• Release: A software product upgrade that includes minor new features or functionality.
• Service Pack: One or more defect repairs bundled into a single update. Service Packs are cumulative - Service Pack “N” will, at
minimum, include all of the changes delivered in Service Pack N-1.
Note: the software product hierarchy is: Version, Release, Service Pack
Support Exclusions
Support service does not include service to the Software resulting from, or associated with:
1. Any cause external to the Software including, but not limited to, electrical work, fire, flood, water, wind, lightning and transportation, or
any act of God; or
2. Ordering Activity's failure to continually provide a suitable installation environment as specified in Kronos' specifications; or
3. Ordering Activity's improper use, management or supervision of the Software or other failure to use the Software in accordance with
Kronos' specifications; or
4. Ordering Activity's repair, attempted repair or modification of the Software without prior authorization from Contractor; or
5. Ordering Activity's use of the Software for purposes other than those for which they are designed or the use of accessories or supplies
not approved by Contractor; or
6. Ordering Activity's computer or operating system malfunctions; or
7. Services required for application programs and/or conversions from products or software not supplied by Contractor through Kronos; or
8. If a client alters the database in any manner on their own without partnering with Contractor then the maintenance support and warranties
are no longer valid; or
9. Re-programming, including reconfiguration of the Software or the rebuilding of Ordering Activity's database.
10. Contractor through Kronos will support or implement Software under the currently supported releases of 3rd party vendor infrastructure
products (database, operating, and application software) only.
In addition to the Support exclusions above the following Services are NOT covered by your Kronos Support Service Agreement and are
subject to the current Kronos Professional Service rates.
1. Configuration Changes, Reprogramming, New Programming such as, but not limited to, Work Rules, Pay Rules, Accrual Rules, Profiles,
pay plans, work schedules, accounting structures, workflows, role definitions, and interfaces . Creating New Business Rules
a. Terminal Programming and Cold Start
b. Pay Period Changes
2. IT related maintenance
a. Unsupported Operating System, Database, or Software
b. Database Software upgrades
c. Middleware upgrades
d. Performance related issues caused by non application events
AIS 07022012ATTACHMENT 1, Page 69 of 85
e. SSO Requirements
f. Load Balancing
g. Monitor/management tools
h. Internet security consulting/firewall integration
i. API/XML consulting
j. Web Services consulting
k. IT process review (backup, refresh, etc.)
l. VMWare (Virtual Machine)
m. All hardware (other than Kronos hardware)
3. Programming, modifying, implementing, training or troubleshooting the following:
a. Data integration interfaces
b. Custom Reports
c. Custom Application extensions
4. Editing templates and creating new templates
5. Installing or reinstalling Applications such as, but not limited to:
a. Adding a workstation
b. Moving the Kronos application
c. Reinstalling following a hard drive crash
d. System Restoration after hardware failure
e. Virus Protection and Spyware
6. Database Administration Maintenance or Services such as, but not limited to:
a. Database maintenance scripts
b. Writing or customizing database scripts for data reporting and/or retrieval
c. Performance Tuning
d. Sizing
e. Load balancing
f. Data warehouse, data mart, cloud computing, data mashing consulting
g. Disaster Recovery (other catastrophic failure)
h. Database backup strategy and/or setup
7. Establishing a Non-Production Environment such as, but not limited to:
a. Test environments, i.e., application servers, database servers
b. Demonstration environment
c. Training environment
8. Troubleshooting Environmental Issues such as, but not limited to:
a. Operating System
b. Network Issues
c. Firewalls
d. Servers
e. Workstations
f. Alternate sign on processes, such as single sign on or eAuthentication
9. Custom Reports or Custom Application Extensions
10. Implementation or configuration services related to upgrading product such as, but not limited to:
a. Software implementation
b. Porting custom software (i.e., reports)
c. Change management
d. Training
e. New functionality deployment
f. Application interfaces
11. Service to Kronos modified software is not provided, unless otherwise specified on the applicable Statement of Work and Purchase Order
for such modified software.
12. Importing new data or developing additional interfaces
13. Load balancing configuration
14. Virtual server configuration
Support Discontinuance - End of Service Life
Contractor through Kronos may discontinue support for the Software upon 30 days written notice to Ordering Activity, or at the anniversary
date of the relevant support agreement, whichever is longer. If such support is discontinued during the initial or any renewal term of the
relevant support agreement, the remaining value of the agreement will be left as a credit on the account to be applied against any future
invoices.
Contractor through Kronos would no longer provide any type of support for the discontinued Software - no calls accepted, and no patches, bug
fixes or changes in any form will occur no matter the Ordering Activity issue. The Ordering Activity is eligible to receive the next version or
release of the Software as long as they are current on their maintenance support services payment and their current Software is not yet
discontinued.
If the Ordering Activity’s current Software has been discontinued and the client is current on their maintenance, but the Ordering Activity has
not upgraded to the new version or release by the date of discontinuance of support, then the Ordering Activity will have to purchase new
AIS 07022012ATTACHMENT 1, Page 70 of 85
licenses of the Software. Contractor through Kronos would provide a credit toward the purchase new licenses by the unused portion of their
maintenance payment.
If the Ordering Activity does not remain current on their maintenance support services before the discontinuance of support, then they will not
receive the next version or release of the Software until they reinstate their licenses of the Software. The Ordering Activity must become
current on their maintenance and upgrade to the new version or release before the discontinuance of support date to avoid having to purchase
new licenses of the Software.
If the Ordering Activity did not remain current on their maintenance support services and did not become current on their maintenance
supports services before the discontinuance of support, then they will not receive the next version or release of the Software until they
purchase new licenses of the Software.
Reinstatement of Support Services
In the event that Ordering Activity allows Software or Equipment support services to lapse or if Ordering Activity did not originally purchase
Software or Equipment support services and wishes to reinstate or procure such services, Ordering Activity must pay the list price for the
Support service for such lapsed or un-procured time period, plus a twenty per cent (20%) reinstatement fee in addition to the current support
fee for the support option being purchased by Ordering Activity.
Gold Support Service Coverage Period
Contractor through Kronos provides maintenance support services to their customers during regular business hours. Regular business hours
are defined as weekdays, Monday through Friday, between 9 a.m. and 5 p.m. Eastern Time, except on Kronos holidays and Federal holidays.
Non-business hours support is available with a 3-day notice from the customer that they will need non-business hours support. Non-business
hours are defined as weekday support between the hours of 5 p.m. and 9 a.m. Eastern Time, during any 24-hour period of a Kronos holiday,
Federal holiday and on weekends. Non-business support will include additional services fees above the then current annual maintenance fee.
Contractor through Kronos will provide on-call Tier 2 and Tier 3 help desk support to diagnose and correct Kronos webTA system problems
and bug fixes to the initial configured as tested, accepted, and deployed baseline release. The primary means of support is a 24-hour web
interface to a sophisticated request tracking system. Support requests can be submitted at https://kronosfederal.com/support or by calling our
toll-free number. Support requests are automatically forwarded to the appropriate support staff.
Priority Based Support
Contractor through Kronos provides support on a "priority" basis. As such, customers with the most critical request(s) will be serviced first.
Kronos webTA Support has set up the following guidelines to assess the priority of each service request:
1. High Priority: These items are further defined as either a Blocker issue or a Critical issue and can be marked as such in the ticketing
system. A critical customer issue with no available workaround where the system or a module may be down, experiencing major system
degradation, data corruption or other related factors resulting in the customer not being able to process their payroll such as:
a. Blocker Issues
i. Production is down and unable to sign-off Time Cards
ii. Actual totals are not accurate
iii. Unable to access a critical application function
iv. No workaround is available.
b. Critical Issues
i. Crashes of the system
ii. Loss of data
iii. Severe memory leak
2. Medium Priority: An issue to be marked as Major in the ticketing system. This is a serious customer issue which impacts ability to utilize
the product effectively such as:
a. Intermittent or inconsistent functionality results or data accuracy
b. Data display inaccuracies or inconsistencies
c. System performance is inconsistent or fluctuates
d. A workaround is available.
3. Low Priority: Non-critical problems that are marked as either Minor or Trivial and are generally Use and Usability issues and or "how to"
questions such as:
a. Minor Issues
i. How do I set up a holiday pay rule?
ii. How do I run a report?
iii. How often should database maintenance be executed?
iv. A workaround is available on the customer portal.
b. Trivial Issues
i. Misspells
ii. Misaligned text
iii. Other cosmetic problems
AIS 07022012ATTACHMENT 1, Page 71 of 85
Response Time
Response time shall mean from the time the case priority is set by Kronos' webTA Support Center until a Kronos support representative
contacts the Ordering Activity to begin service. Contractor through Kronos utilizes a priority based support focus. Ordering Activity’s will be
serviced during regular business hours in accordance with the following guidelines:
1. High Priority – 1 hour
2. Medium Priority – 4 hours
3. Low Priority – 8 hours
4. All response times are business hours.
Critical Outages
Kronos Support will provide continuous effort on all high priority events through either bug identification, the development of a workaround or
problem resolution. If this effort goes beyond regular hours, the case may be passed to a non-business hour’s team or to the mission critical
support engineer on duty. On-going continuous effort may also be dependent on the customer's ability to provide a resource to work with the
Kronos Support engineer during this period. Support outside the scope of the services agreement is billable.
AIS 07022012ATTACHMENT 1, Page 72 of 85
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
MARKLOGIC CORPORATION
MARKLOGIC LICENSE, WARRANTY AND SUPPORT TERMS
1. DEFINITIONS
“Applications” means applications that interact and operate with the Software, according to any restrictions specified in the Order Document,
developed in accordance with the Documentation; provided, that such applications do not expose generic database functionality provided by
the Software nor allow users to further develop such applications.
“Customer Technology” means any Intellectual Property which is owned or licensed by Ordering Activity prior to the Effective Date or which
is developed by Ordering Activity outside the scope and unrelated to the subject matter of this Attachment A. Customer Technology expressly
excludes Developed Materials and Work Product.
“Developed Materials” means any Intellectual Property created or developed solely or primarily by MarkLogic, its employees, agents or
contractors, other than Work Product.
“Documentation” means any user instructions, release notes, manuals or other materials, and on-line help files in the form generally made
available by MarkLogic regarding the use of the Software.
“Equipment” means a single Ordering Activity computer system or virtual computer system at Ordering Activity’s facilities running the
Software, which meet the restrictions specified on the applicable Order Document, if any.
“Error” means a material failure of Software to conform to its functional specifications described in the Documentation.
“Error Correction” means any bug fixes, modifications, additions, or routines intended to correct the practical adverse effect of an Error.
“Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), copyrights, rights in database,
moral rights, trademarks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or
jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
“Intellectual Property” means technology, inventions, know-how, show-how, designs, formulae, processes, techniques, trade secrets, ideas,
artwork, software, works of authorship, and any document or other materials embodying any of the foregoing, whether or not any of the same
are patentable or copyrightable, and related documentation.
“License Keys” means the license key or keys provided to Ordering Activity by MarkLogic hereunder to enable the Software.
“License Period” means the period for which the license is granted to Ordering Activity for each Software, as set forth in an Order Document.
“Order Document” means the document executed by the Parties specifically referencing this Schedule Contract pursuant to which Ordering
Activity orders and Contractor accepts to supply Software licenses and/or Support, under the terms and conditions of this Attachment A.
“Software” means the computer software programs in object code format specified in the Order Document, the License Keys,
Documentation, copies thereof and, if Ordering Activity has purchased Support, Updates.
“Statement of Work” means the document executed by the Parties specifically referencing this Attachment A pursuant to which Ordering
Activity orders and Contractor through MarkLogic supplies Services, as ultimately described in the Statement of Work
“Support” means the technical support services and Updates for the level of support services specified in the Order Document.
“Territory” means the certain geographic areas, specified in the Order Document, in which the Software may be used.
“Updates” means Error Corrections, updates, modifications or enhancements to the Software developed after the effective date of the Order
Document, which MarkLogic makes generally available under the Support level ordered by Ordering Activity in the applicable Order
Document. Updates expressly exclude new products for which MarkLogic generally charges a separate license fee.
“Work Product” means any Intellectual Property created or developed by MarkLogic, its employees, agents or contractors on behalf of, and
that is specified in the applicable Statement of Work as a deliverable to, Ordering Activity in the course of providing Services.
2. SOFTWARE LICENSE
Grant. Subject to the terms and conditions of this Attachment A, including but not limited to payment of the applicable fees and the Software
use rights, rules and definitions described in the applicable Order Document, Contractor grants to Ordering Activity a limited, nonexclusive,
nontransferable license in the Territory and for the License Period to (a) install, run and use the Software on the Equipment solely for Ordering
AIS 07022012ATTACHMENT 1, Page 73 of 85
Activity’s own internal business operations and solely as enabled by the License Keys, and (b) use the Documentation in connection with such
use of the Software.
Additional Licenses. Ordering Activity may expand the license granted under this Attachment A, or otherwise change the scope of the
license granted under an Order Document, upon Contractor’s receipt and acceptance of a new Order Document specifying the foregoing, and
upon Ordering Activity’s payment of additional license fees for such expanded scope as set forth in Contractor’s then-current GSA price list.
Copies. Except as otherwise set forth in an Order Document and except for archival or backup copies of the Software, Ordering Activity may
not make copies of the Software. Notwithstanding the foregoing and except as otherwise set forth in an Order Document, in no event shall the
Software be installed on Equipment that is immediately available for production processing in the event of a disaster or failure of the primary
production Equipment running the Software.
License Restrictions. Ordering Activity shall not itself, or through any affiliate, employee, consultant, contractor, agent or other third party:
a. sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Software, or MarkLogic’s Confidential
Information;
b. use the Software to provide training or other professional services to third parties;
c. decipher decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source
code, algorithms, tags, specifications, architectures, structures or other elements of the Software, including the License Keys, or
MarkLogic’s Confidential Information, in whole or in part, for competitive purposes or otherwise;
d. allow access, provide, divulge or make available the Software or MarkLogic’s Confidential Information to any user other than
Ordering Activity’s employees and independent contractors who have a need for such access and who shall be bound by a written
nondisclosure agreement applicable to the Software with provisions that are no less restrictive than the terms of this Attachment A;
e. write or develop any derivative software or any other software program based upon the Software, the Documentation or any
Confidential Information, except that Ordering Activity may develop its own Applications independently;
f. modify, adapt, translate or otherwise make any changes to the Software or any part thereof, including the License Keys;
g. create license keys or other programs or functionality that enable access to the Software, reverse engineer or otherwise attempt to
discover or decipher the License Keys, distribute the License Keys to third parties, or cause such third parties to create, use, or
distribute the License Keys, knowingly or otherwise;
h. use the Software or MarkLogic’s Confidential Information to provide processing services to third parties, or otherwise use the
Software on a ‘service bureau’ basis or outsource any of its operations utilizing any Software to any third party (which shall include,
without limitation, the operation or maintenance of any environment on which any Software is installed). “Outsource” used in this
section shall mean any arrangement by which a third party performs any of Ordering Activity’s internal business operations on
Ordering Activity’s behalf;
i. otherwise use or copy the Software except as expressly permitted herein;
j. disclose or publish, without Contractor’s express prior written consent, performance or capacity statistics or the results of any
benchmark test performed on Software; or
k. use any name, mark or designation of MarkLogic, any of its affiliates or licensors or their respective products or services, unless
expressly permitted herein or by Contractor in writing.
Delivery. Contractor through MarkLogic will promptly make available to Ordering Activity, within 10 days after execution and receipt by
Contractor of (i) the applicable Order Document and (ii) a purchase order from Ordering Activity, if applicable, License Keys as specified in the
applicable Order Document, a downloadable machine-readable copy of the Software and a downloadable machine-readable copy of the
Documentation. Ordering Activity will be solely responsible for installation and implementation of the Software.
3. SERVICES
Support. If ordered, Support is provided on an annual basis under MarkLogic’s Support policies in effect at the time the services are provided
for the level of services ordered. Ordering Activity may access such policies as set forth in Exhibit A of this Attachment A. When ordered,
Support must be ordered for all copies of the Software. The Support fee is as set forth in the applicable Order Document.
4. WARRANTIES AND DISCLAIMERS
Software. Contractor warrants that the Software, as updated and used in accordance with the Documentation and this Agreement, will
perform in substantial accordance with the Documentation for a period of 90 days after the effective date of the applicable Order Document for
such Software. As Customer's exclusive remedy for any claim under the warranty in this Section, Customer shall promptly notify MarkLogic in
writing of its claim and, provided that such claim is determined by MarkLogic to be MarkLogic’s responsibility, MarkLogic shall, within 30 days
of its receipt of Customer's written notice, (i) use commercially reasonable efforts to correct any Error in the Software or (ii) provide Customer
with a plan reasonably acceptable to Customer for correcting any such Error. The preceding warranty cure shall constitute MarkLogic’s entire
liability and Customer's exclusive remedy for cure of the warranty set forth in this Section.
Requirements. The warranties set forth above are made to and for the benefit of Ordering Activity only. The Software warranty shall apply
only if (i) the Software has been properly installed and used at all times in accordance with this Attachment A and the Documentation; (ii) no
modification, alteration or addition has been made to the Software by persons other than Contractor through MarkLogic or MarkLogic’s
authorized representative; and (iii) a defect in or malfunction of the Software has not been caused by Ordering Activity, Equipment, Ordering
Activity’s other equipment or software, including, without limitation, Applications, or third party software or equipment.
Disclaimer. Ordering Activity acknowledges that no employee, agent, representative or affiliate of Contractor has authority to bind Contractor
to any oral representations or warranties concerning the Software, or any other product or service provided to Ordering Activity hereunder,
AIS 07022012ATTACHMENT 1, Page 74 of 85
including any Work Product. Any written representation or warranty not expressly contained in this Attachment A is expressly disclaimed and
is not enforceable. Except as set forth in this Section, Contractor makes no warranties, whether express, implied, or statutory regarding or
relating to the Software, Services, Support, Developed Materials, Work Product or any other materials or services provided to Ordering Activity
hereunder. CONTRACTOR HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE, SERVICES, SUPPORT, DEVELOPED MATERIALS, WORK
PRODUCT AND OTHER MATERIALS PROVIDED TO ORDERING ACTIVITY HEREUNDER. CONTRACTOR DOES NOT REPRESENT OR
WARRANT THAT THE SOFTWARE, SERVICES, SUPPORT, DEVELOPED MATERIALS, WORK PRODUCT OR ANY OTHER MATERIALS
PROVIDED BY CONTRACTOR WILL BE ERROR-FREE, PERFORM IN AN UNINTERRUPTED MANNER, OR THAT CONTRACTOR WILL
CORRECT ALL ERRORS.
5. OWNERSHIP/CONFIDENTIALITY
Ownership. Ordering Activity acknowledges that MarkLogic retains ownership of the Software and all Intellectual Property Rights in, to and/or
embodied in or associated with the Software, Support and Services provided by MarkLogic hereunder, and all copies and derivative works
thereof (whether developed by MarkLogic, Ordering Activity or a third party), other than Applications independently developed by Ordering
Activity. Ordering Activity acknowledges that no source code of the Software will be provided to Ordering Activity. MarkLogic shall retain all
rights, title and interest in and to any and all Developed Materials used or in any manner employed by MarkLogic in the provision of services
and any and all Work Product. Contractor grants Ordering Activity, upon full payment of the applicable Services fees and charges, a personal,
nonexclusive, non-transferable, worldwide, royalty-free license to, use, execute, reproduce, display, perform and internally distribute the Work
Product and prepare for internal use only derivative works based upon the Work Product. Additionally, to the extent Developed Materials may
be included with or embodied in any deliverable(s) delivered hereunder, Contractor grants Ordering Activity, upon full payment of the
applicable fees and charges, a personal, nonexclusive, non-transferable, worldwide, royalty-free license to, during the License Period, use,
execute, reproduce, display, perform, and internally distribute the Developed Materials and prepare for internal use only derivative works
based upon such Developed Materials in each case solely in conjunction with the deliverable(s) provided in connection with the Order
Document. Ordering Activity acknowledges that MarkLogic may create original works for third parties that may appear similar to a deliverable
provided hereunder, including any Work Product. Ordering Activity agrees that, so long as such original work does not embody and is not
created with reference to any of Ordering Activity’s Confidential Information or any portion of the Customer Technology, MarkLogic will not be
prevented from independently creating original, but similar, works for the benefit of third parties. Except as expressly set forth in this Section,
the license restrictions set forth herein apply to Work Product and Developed Materials. All rights not expressly granted in this Attachment A
are reserved by Contractor.
Confidentiality. By virtue of this Attachment A, each Party may be exposed to or be provided with certain confidential and proprietary
information of the other Party, including, but not limited to, information designated as confidential in writing and information, which ought to be
in good faith considered confidential and proprietary to the disclosing Party (“Confidential Information”). Notwithstanding the foregoing, the
following are Confidential Information of Contractor: all trade secrets, software, including, without limitation, the Software, Developed Materials
and Work Product, source code, object code, specifications, as well as results of testing and benchmarking of the Software or other services,
product roadmap, data and other information of Contractor through MarkLogic and its licensors relating to or embodied in the Software,
Developed Materials or Work Product. Each Party will protect the other's Confidential Information from unauthorized dissemination and use
with the same degree of care that each such Party uses to protect its own non-public and confidential information, but in no event less than a
commercially reasonable degree of care. Neither Party will use the other's Confidential Information for purposes other than those necessary to
directly further the purposes of this Attachment A. Neither Party will disclose to third parties the other's Confidential Information without prior
written consent of such other Party. Information shall not be considered Confidential Information to the extent, but only to the extent, that the
receiving Party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving
Party; (ii) was in the receiving Party's possession before receipt from the disclosing Party; (iii) is lawfully obtained from a third party who has
the right to make such disclosure; (iv) has been independently developed by the receiving Party without use of or reference to any Confidential
Information of the disclosing Party; or (v) is required to be disclosed by law provided the receiving Party has promptly notified the disclosing
Party of such requirement and allowed the disclosing Party a reasonable time to oppose such requirement.
EXHIBIT A – MAINTENANCE AND SUPPORT OFFERINGS
HOW TO CONTACT US
To contact MarkLogic Technical Support, please use one of the following methods:
• Email – support@marklogic.com
• Web – https://help.marklogic.com
• Phone – 650-655-2300
Contractor through MarkLogic recommends that all support requests be submitted via either email or web, to enhance the process of
reporting, tracking and resolving issues.
HOW TO RECEIVE SUPPORT SERVICES
As a customer, Ordering Activity can receive MarkLogic support services as soon as:
• The MarkLogic software products are properly licensed by Ordering Activity and Ordering Activity have a valid contract with
Contractor, and
• You have registered with MarkLogic support.
Support services are provided for issues (including problems created by you) that are demonstrable or reproducible in the currently supported
release(s) of a MarkLogic licensed product, running unaltered, and on an appropriate hardware and operating system configuration, as
specified in the product documentation.
AIS 07022012ATTACHMENT 1, Page 75 of 85
REGISTERING WITH MARKLOGIC SUPPORT
Customer Support Contact
Unless Ordering Activity contract with Contractor provides otherwise, you can designate up to two support contacts within your organization.
The role of the customer support contact is to serve as the first level of support for Ordering Activity, to log technical support issues for
Ordering Activity, and to contact MarkLogic support in case of a technical problem.
Registering your Customer Support Contacts
Phone MarkLogic support to register Ordering Activity support contacts, with the following information: contact name, email address,
telephone number and work address.
SUPPORT PLAN FEATURES
Software Updates
"Update" means a subsequent release of the software which Contractor through MarkLogic generally makes available for licensed installations
to its supported customers at no additional license fee, provided Ordering Activity have purchased maintenance and support services for such
licenses for the relevant time period. Updates do not include any release, option, or future software that MarkLogic licenses separately.
Software Updates is the base level for all MarkLogic support services and consists of:
• Major, minor, and service releases
• Patches
• Documentation updates
• Bug fix information
Updates are provided when available, and Contractor through MarkLogic is under no obligation to develop any future software or functionality.
Ordering Activity support contacts are notified when updates become available. Contractor through MarkLogic will provide download
information; Ordering Activity is responsible for downloading and installing the updates.
Technical Support
Technical Support consists of assistance with unlimited support requests and includes email and telephone support during standard business
hours. Contractor through MarkLogic’s standard business hours are 9 a.m. to 5 p.m., except for holidays observed by MarkLogic. Holidays are
posted on the support site.
Support requests for severity 1 issues (as defined below) should be submitted at any hour via email to urgent@marklogic.com or by calling our
urgent support telephone number: 650-655-2303.
Contractor through MarkLogic is not obligated to provide other support services or levels, including support directly to end users or customers
of our customers or any other third party.
WHAT TO DO PRIOR TO LOGGING A SERVICE REQUEST
Before contacting MarkLogic Support, please follow the general checklist provided below:
• Ensure that Ordering Activity have been registered as a customer support contact.
• Review the product documentation, including troubleshooting instructions.
• Ensure that Ordering Activity have a supported system configuration.
• Document all pertinent information regarding your deployment: Product name and version, hardware and operating system,
description of the problem (including error messages, and the circumstances under which problem occurred, including the events
and actions leading up to the problem
• Prepare a minimum reproducible case. When submitting a service request, your support contact should have a baseline
understanding of the problem you are encountering and an ability to reproduce the problem in order to assist MarkLogic in
diagnosing and triaging the problem.
UNDERSTANDING CASE PRIORITY AND RESPONSE TIME TARGETS
Ordering Activity and the MarkLogic support engineer will work together to assign the appropriate priority level to Ordering Activity’s service
request. The MarkLogic support engineer will classify Ordering Activity’s support need and the problem severity according to the following
criteria.
Case Priority Problem Severity Response Goals
1 – Severe
The system or major application is down or seriously
impacted, or data is lost or destroyed, and there is no
reasonable workaround currently available (system crashes
or panics, corrupted data).
MarkLogic responds within 1 hour.
2 - High MarkLogic responds within 4 business
AIS 07022012ATTACHMENT 1, Page 76 of 85
The system or application is moderately affected. There is no
workaround currently available or the workaround is
cumbersome to use.
hours.
3 - Medium
The system or application issue is not critical: no data has
been lost, and the system has not failed. The issue has been
identified and does not hinder normal operation, or the
situation may be temporarily circumvented using an available
workaround.
MarkLogic responds within 1 business
day.
4 – Low
Non-critical issues, general questions, enhancement
requests.
MarkLogic responds within 3 business
days.
Response time is the time it takes to answer the initial contact on a service request, and assumes the support request was properly filed
through documented procedures. Response time is not a resolution goal and should not be interpreted as a guarantee of service.
TECHNICAL SUPPORT LIFE CYCLE
Product Release Numbering
Contractor through MarkLogic uses a three-place numbering scheme to designate released versions of software. The format is VV.RR-MM,
where V indicates the version, R indicates the release level, and MM indicates the maintenance level. An example would be Version 3.0-1
(abbreviated 3.0-1).
A major release indicates major enhancements to product functionality. A change in the VV number denotes a major release, e.g. 3.0-1.
A minor release is provided to introduce enhanced functionality on a smaller scale. A change in the RR number denotes a minor release, e.g.
3.1-1.
A service release is produced to roll out resolutions to a number of problems that have been identified in the product. A change in the MM
numbering denotes a service release, e.g. 3.1-2.
Maintenance and Assistance Support
Maintenance Support includes Software Updates as defined previously.
Assistance Support includes assistance and workarounds for resolving known problems. As a product enters Assistance Support phase, the
following guidelines apply:
• New enhancements and error corrections will not be made to the version/release.
• Contractor through MarkLogic will direct customers to existing fixes/patches and workarounds applicable to the reported case.
• Contractor through MarkLogic may direct customers to upgrade to a more current version/release of the product.
Support Cycle
When a major release is made available, Contractor through MarkLogic will continue to provide Maintenance Support for the prior major
release for a period of at least 365 days from the declared production date of the new major release. After this period, MarkLogic will provide
Assistance Support for a period of at least an additional 180 days.
When a minor release is made available, Contractor through MarkLogic will continue to provide Maintenance Support for the prior minor
release for a period of 365 days from the declared production date of the new minor release. After this period, MarkLogic will provide
Assistance Support for a period of at least an additional 180 days.
Contractor through MarkLogic will only provide maintenance support for the last two minor releases at any given time. For example, if
MarkLogic has released versions 3.0, 3.1 and 3.2, it will only provide maintenance support for 3.1 and 3.2.
When a service release is made available, Contractor through MarkLogic will continue to provide Assistance Support for the prior service
release for a period of 90 days from the declared production date of the new service release.
The support cycle described above is based on a major and minor release frequency that results in an average minor release lifespan of 18 –
24 months.
End of Life
In an effort to continuously enhance and improve our product offering, it may become necessary as a part of MarkLogic's product lifecycle to
declare that a particular product or product configuration (eg. a particular operating system release) is at the “end of life” stage and therefore,
Contractor through MarkLogic reserves the right to desupport that product or product configuration. End-of-Life Notices generally are available
12 months in advance of the desupport date.
Desupport Notices are provided to Ordering Activity by either mail or e-mail. Desupport Notices contain desupport dates, information about
availability of Maintenance Support and Assistance Support, and information about migration paths for certain features. Desupport Notices are
subject to change. MarkLogic will provide updated Desupport Notices as necessary.
AIS 07022012ATTACHMENT 1, Page 77 of 85
ORDERING ACTIVITY’S RESPONSIBILITIES
As a customer of MarkLogic’s support services, Ordering Activity have the following responsibilities:
• Ordering Activity will provide Contractor through MarkLogic with access to Ordering Activity personnel and equipment during normal
business hours. This access must include the ability to log in to the equipment on which the software is operating and to obtain the
same access as the highest privilege level.
• Ordering Activity will provide supervision, control and management of the use of the software. In addition, Ordering Activity will
implement procedures for the protection of information and the implementation of backup facilities in the event of errors of
malfunction of the software or equipment. Contractor through MarkLogic will not be responsible for any loss of information or data
while performing maintenance.
• Ordering Activity will document and promptly report to Contractor through MarkLogic any errors or malfunctions of the software, and
will freely provide MarkLogic with all relevant and requested information regarding such errors or malfunctions. Ordering Activity will
take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such
procedures have been received from MarkLogic.
• Ordering Activity will maintain a current backup copy of all software and data.
• Ordering Activity will properly train your personnel in the use and application of the software and the equipment on which it is used.
Should Ordering Activity opt to not fully meet or perform your responsibilities as outlined above, Contractor through MarkLogic's ability to
provide Ordering Activity with full and complete support under these policies will be significantly impaired. In this situation, MarkLogic's
obligation will be to use its good faith reasonable efforts to provide the services described in this handbook.
SUPPORT TERMS
Support Period
Technical Support is effective upon the effective date of the order document. Unless otherwise stated in the order document, MarkLogic
technical support reflects a 12 month support period (the "support period"). Contractor through MarkLogic is not obligated to provide technical
support beyond the end of the support period.
Matching Service Levels
When acquiring technical support, all licenses must be supported under the same technical support service level. Ordering Activity may not
support a subset of licenses.
Exclusions
Support does not include events arising from the following:
• Accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or
humidity control; failure of rotation media not furnished by Contractor through MarkLogic; operation of the software with other media
not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use.
• Improper installation by Ordering Activity or use of the software that deviates from any operating procedures established by
Contractor through MarkLogic in the applicable documentation.
• Software that does not incorporate all of the required Major, Minor, and Service Releases, Patches and other release(s) provided by
Contractor through MarkLogic.
• Modification, alteration or addition or attempted modification, alteration or addition of the software undertaken by persons other than
Contractor through MarkLogic or MarkLogic’s authorized representatives.
• Software, hardware or technology of any third party other than Contractor through MarkLogic (including those of the Ordering
Activity).
MarkLogic Server ships with sample applications in installation directories named Samples or samples. These sample applications are
collectively called Sample Software. Contractor through MarkLogic is under no obligation to support Sample Software and it is offered "as is"
without a warranty expressed or implied. MarkLogic is not responsible for the maintenance of Sample Software. MarkLogic does not
guarantee the publication or availability of any Sample Software within or between major, minor and service releases. MarkLogic is not
responsible for any consequences resulting from the use of Sample Software. Sample Software is employed solely at the customer’s risk and
should be thoroughly tested before use in a production system.
AIS 07022012ATTACHMENT 1, Page 78 of 85
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
MEDIASOLV SOLUTIONS CORPORATION
MEDIASOLV SOLUTIONS CORPORATION (“MEDIASOLV”) LICENSE, WARRANTY AND SUPPORT TERMS
1. Scope. Contractor agrees: to sell to Ordering Activity the System; to grant to Ordering Activity a nonexclusive, nontransferable,
non-sublicensable license to use the proprietary software ("Software") and the licensed supporting materials; and to deliver certain Services.
The system includes the licenses, the computer programs, data, and related documentation, including any programs or data embedded in the
Software which are owned or marketed by parties other than Contractor (“Third Party Software”). The license granted is a license to use the
number of copies of object/executable code versions of the Software for so long as Ordering Activity has paid the required fees. The Software
shall be used only on the computer hardware and operating system as the system that Ordering Activity will use to operate the Software (the
“Equipment”) at the site where the Equipment is physically located (the “Equipment Site”); Ordering Activity agrees to notify Contractor in
writing of any change in the Equipment Site and such change shall be effective upon Contractor’s express written permission. Throughout the
term of the license, Ordering Activity shall have the right to use the Software solely for Ordering Activity’s intended purpose in its business.
Ordering Activity may use the Software only for the purpose of servicing, maintaining and accessing its own business records. Ordering
Activity may not use the Software for any other purpose or to provide data processing services for any third party or other affiliate of Ordering
Activity. Ordering Activity may not copy the Software except as necessary to use the Software on the Equipment. Ordering Activty may make
one (1) archival backup copy of the Software licensed. If the Equipment is temporarily inoperable, Ordering Activity may use up to the
authorized number of copies of the Software on a backup machine until the Equipment is repaired. All MediaSolv and third party trademark
and copyright notices must be included on any copies made. Upon termination, Ordering Activity agrees to destroy all copies of the Software
and documentation made by Ordering Activity and to return the original version of the Software, documentation and any media provided
therewith. Ordering Activity shall keep confidential the contents of the Software and documentation, and shall not directly or indirectly rent,
lease, distribute, port, copy, trace, translate, reverse engineer, disassemble, decompile, modify or create derivative works based on the
Software or documentation, or cause or permit any other party to do so.
2. Title; Reserved Rights. Contractor reserves all right, title and interest in and to the Software and documentation (including, but not
limited to, originals, translations, compilations and partial copies, if any) and, except for the limited license rights to the Software and
documentation granted herein, Ordering Activity acquires no rights in or to the Software or the documentation.
3. Warranty.
A. Software. Contractor warrants that the Software shall operate substantially in accordance with Contractor's then-current
published specifications.
B. Services. Contractor warrants that its’ Software Support and Maintenance Plan and consulting services will be performed
in a manner consistent with generally accepted industry standards.
C. Remedy. This warranty shall be valid for one (1) year from the performance of services. Ordering Activity’s remedy, and
Contractor’s liability for services that do not conform to this warranty, shall be the re-performance of services.
CONTRACTOR DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SOFTWARE WILL MEET ORDERING ACTIVITY'S
REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR FREE, THAT IT WILL OPERATE UNINTERRUPTEDLY, THAT IT WILL
OPERATE IN COMBINATION WITH OTHER SOFTWARE (EXCEPT AS PERMITTED BY CONTRACTOR'S THEN-CURRENT PUBLISHED
SPECIFICATIONS) OR THAT ALL DEFECTS ARE CORRECTABLE. ORAL STATEMENTS MADE BY ANY OF THE PARTIES MAY NOT
BE RELIED UPON AND ARE NOT A PART OF THIS ATTACHMENT A. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE WITH QUIET ENJOYMENT, ACCURACY OF THE
DATA AND NON-INFRINGEMENT.
4. Support and Maintenance. Upon acceptance and installation, Ordering Activity shall automatically be enrolled in MediaSolv’s
Support and Maintenance Plan ("Plan") which entitles designated employees of Ordering Activity ("Designated Contacts") to support, software
maintenance, and updates as set forth below and in the company’s published material related thereto. Ordering Activity’s length of enrollment
in the Plan shall be twelve (12) months.
A. Support. "Support" shall mean that Contractor through MediaSolv shall provide to Designated Contacts reasonable
technical telephone consultation relating to the operation of Software.
B. Maintenance. "Maintenance" shall mean that Contractor through MediaSolv shall use best efforts to correct defects in
the System within a reasonable period of time or to replace Ordering Activity's copy of Software with another copy of Software in
MediaSolv’s sole discretion.
C. Updates. If Ordering Activity subscribes to the Plan during any period when Contractor through MediaSolv makes
changes to the Software or documentation such as corrections, enhancements, and releases of the Software or documentation
made generally available to MediaSolv’s customers subscribing to the Plan (“Updates”), the Updates shall be provided solely in
accordance with the Plan. MediaSolv shall have no obligation to revise or update the Software or to support any version of the
AIS 07022012ATTACHMENT 1, Page 79 of 85
Software other than the then-current version and the immediately previous version. New products or new versions of any products
are considered upgrades (“Upgrades”). Upgrades are not included in the Plan.
D. Waiver of Contractor’s Obligations. Contractor through MediaSolv shall have no obligation to provide Support,
Maintenance or Updates for Software to Ordering Activity if: (1) the Software was not used in accordance with MediaSolv’s then-
current published specifications; (2) the Software was altered, modified or converted by Ordering Activity without MediaSolv's prior
written consent; (3) the Equipment malfunctioned and the malfunction caused a defect in the Software; or (4) any other cause within
the control of Ordering Activity caused a defect in the Software.
AIS 07022012ATTACHMENT 1, Page 80 of 85
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
MERU NETWORKS
MERU NETWORKS LICENSE, WARRANTY AND SUPPORT TERMS
LICENSE RIGHTS AND OBLIGATIONS
License, not Sale, of Software. As used in this Attachment, “Software” means any and all computer software, any printed or electronic
documentation (“Documentation”), or other code, whether on disk, in read-only memory, or on any other media, and whether embedded in
the Hardware or provided on a stand-alone basis (subject to the terms in Attachment A applicable to Third Party Software). Ordering
Activity acknowledges and agrees that, notwithstanding the use of the terms “purchase” and “sell” in this Attachment, title to Software
provided to Ordering Activity does not pass to Ordering Activity or any third party. As between Contractor and Ordering Activity, subject to
the limited right to use the Software provided herein, Contractor owns all rights, title and interest in and to the Software, including, without
limitation, all intellectual property and proprietary rights therein. Ordering Activity acknowledges and agrees that the Software is copyrighted
and contains materials (including, without limitation, the specific design and structure of individual programs, trade secret, and performance
of the Software) that are protected by copyright, trademark, trade secret and other laws and international treaties relating to proprietary rights.
Permitted Software Uses. Subject to the terms and conditions of this Attachment, Contractor grants Ordering Activity a non-exclusive, non-
transferable, limited right and license, for Ordering Activity’s own internal business or personal purposes, (i) to access and use the Software
solely as embedded in the Hardware on which the Software has been installed and in accordance with the Documentation for the Software, or
(ii) if the Software is provided to Ordering Activity on a stand-alone basis, to install, execute and use the Software only on or in connection with
Hardware which is designed for operation in conjunction with the Software and in accordance with the Documentation for the Software.
Except with respect to embedded Software, if Contractor has not provided a back-up copy of the Software to Ordering Activity, Ordering
Activity may make one copy of the Software in machine-readable form for backup purposes only and such copy of the Software shall be
subject to the terms of this Attachment. The backup copy must include all copyright and other proprietary information and notices contained
on the original Software.
Third Party Software. Contractor may provide to Ordering Activity certain third-party standalone software products, whether Contractor-
branded or third party-branded software products (“Third Party Software”), and Ordering Activity’s use of the Third Party Software may be
subject to separate licensing agreements (“Third Party Licenses”) that are either included with such software or its documentation, or
otherwise made available by Contractor. By acknowledging Ordering Activity’s acceptance of the terms of this Attachment, Ordering
Activity agrees that Ordering Activity will review these Third Party Licenses (if any) and agree to comply with them. In the event of a conflict
between a term of this Attachment and a term of a Third Party License, the terms of the Third Party License controls with respect to the
applicable Third Party Software only. If Ordering Activity is not provided a separate Third Party License in connection with Third Party
Software as set forth in this Section, Ordering Activity’s Use of such Third Party Software shall be subject to the terms and restrictions in this
Attachment (including, without limitation, Section 2.4 below).
Hardware. Ordering Activity acknowledges and agrees that Contractor retains ownership of any and all copyright, mask work, patent, trade
secret or other intellectual property rights in and to the Hardware. The Hardware is offered for sale and is sold by Contractor is subject in every
case to the conditions that such sale does not convey any license expressly or by implication, to reproduce or manufacture the Hardware or
any part thereof nor to analyze or attempt to duplicate, in whole or in part, the structure, composition or functions of, or otherwise reverse
engineer the Hardware or any part thereof.
Restrictions on Use. Ordering Activity shall not, nor shall Ordering Activity permit any third party to: (a) decompile, reverse engineer,
disassemble, or otherwise attempt to derive the source code of the Software; (b) modify, translate or create derivative works of the Software;
(c) rent, lease, loan, distribute, assign or transfer the Software unless expressly permitted in writing by Contractor; (d) remove, deface or
obscure any of Contractor’s or its suppliers’ proprietary rights notices on or in the Product or on output generated by the Product; or (e)
publish or otherwise disclose to any third party the results of any benchmark tests run on the Software.
Software Keys. If a software key is required in order to unlock and activate Ordering Activity’s Product (“Key”), Contractor will, within a
reasonable time following Contractor’s receipt of all requested information, send Ordering Activity via email, the Key(s) necessary for
Ordering Activity to use the Product. Ordering Activity agree to (a) not tamper with the Product in any way that would circumvent the
requirement for a Key; (b) use the Key provided by Contractor only to activate the Product for which it was issued and for no other purpose;
and (c) maintain the confidentiality of the Keys with respect to the Product.
LIMITED PRODUCT WARRANTY
One-Year Limited Hardware Warranty: Contractor warrants to Ordering Activity that for one (1) year following the date of shipment of the
Hardware by Contractor or Manufacturer to Ordering Activity, the Hardware (other than Third Party Products as described below) will be free
from defects in materials and workmanship (the “Hardware Warranty Period”). This Hardware warranty extends only to the original user of the
Hardware. As Ordering Activity’s remedy for any alleged breach of the Hardware warranty, subject to Ordering Activity’s compliance with the
return procedures set forth in Section 2.5 below, Contractor will, at its sole option, (i) either repair or replace Hardware that Contractor
determines to be in breach of the Hardware warranty; or (ii) should Contractor be unable to repair or replace the Hardware, Contractor will
refund to Ordering Activity the purchase price of the Hardware. If during the first thirty (30) days of the Hardware Warranty Period, the
Hardware fails to operate (i.e., fails to substantially conform to the original specifications in the applicable Documentation), provided that
you give notice of such failure to Contractor and return the Hardware during such thirty-day period in compliance with the return procedures
AIS 07022012ATTACHMENT 1, Page 81 of 85
set forth in Section 2.5 below, Contractor will replace the Hardware with new Hardware. Otherwise, replacement Hardware under this
Hardware warranty may be remanufactured. Hardware replaced or repaired pursuant to this Hardware warranty will be warranted for the
remainder of the original Hardware Warranty Period, or for thirty (30) days from delivery of such repaired or replacement Hardware, whichever
is longer.
90-day Limited Software Warranty: Contractor warrants to Ordering Activity that for ninety (90) days following the date of shipment of the
Software by Contractor to Ordering Activity (the “Software Warranty Period”), when properly installed and used, (a) the media on which the
Software is provided will be free from defects in materials or workmanship; and (b) the Software will substantially conform to the original
specifications in the applicable Documentation. Ordering Activity’s remedy for any alleged breach of the Software warranty, subject to
Ordering Activity’s compliance with the terms in Section 2.5 below, and provided that Contractor is able to reproduce the defect, Contractor
will, at its sole option, (i) either repair or replace the Software that Contractor determines to be in breach of the Software warranty; or (ii)
should Contractor be unable to repair or replace the Software, Contractor will refund to Ordering Activity the purchase price of the Software
(or if embedded in Hardware, of the Hardware).
Exclusions. The warranty on the Product shall not apply to defects or damage resulting from the following: (a) Alteration or modification of the
Product in any way by anyone other than Contractor; (b) Abuse, negligence or misapplication (including, without limitation, improper or
inadequate maintenance or calibration), relocation of the Products (including, without limitation, damage caused by use of other than
Contractor shipping containers), or use of the Products other than as specified in this Limited Product Warranty or the applicable Product
Documentation (including without limitation incompatible operating environments and systems), or improper site preparation or
maintenance; (c) Accidents, acts of nature or other causes beyond the control of Contractor; (d) Breakdowns, fluctuations, or interruptions in
electric power or the telecommunications or cable network; (c) Use of the Product with software, interfacing, parts or supplies not supplied by
Contractor; or (d) Failure of the Products to interoperate with any other software or equipment, except to the extent that such interoperability
is expressly mandated in the applicable Documentation. The warranty on the Product does not apply if the Product is sold, or in the case of
Software, licensed, at no charge for evaluation or demonstration purposes, in which case such Products are provided “AS-IS”.
Ordering Activity understands and acknowledges that the Products may generate, use or radiate radio frequency energy and may interfere
with radio communications and/or radio and television receptions if not used and/or installed in accordance with the Documentation for such
Products. WHILE CONTRACTOR USES COMMERCIALLY REASONABLE EFFORTS TO ENSURE COMPLIANCE OF THE PRODUCTS WITH
WORLDWIDE RULES AND REGULATIONS APPLICABLE TO THE PRODUCTS AND PROTECT AGAINST HARMFUL
INTERFERENCES, ORDERING ACTIVITY ACKNOWLEDGES AND AGREES THAT INTERFERENCES WITH RADIO
COMMUNICATIONS AND/OR RADIO AND TELEVISION RECEPTIONS MAY OCCUR AND THAT CONTRACTOR WILL NOT BE LIABLE
FOR ANY DAMAGES OR INCONVENIENCE BASED ON SUCH INTERFERENCES.
Third Party Products. The Limited Warranties in Section 2.1 above are exclusive of hardware manufactured by third parties or Third Party
Software (collectively, “Third Party Products”). If such third party manufacturer or licensor provides a separate warranty with respect to the
Third Party Product, such warranty will be included in the packaging of the Product.
Return procedures. To obtain warranty service, Ordering Activity must comply with the requirements in this Section 2.5. If Ordering
Activity purchased the Product from Contractor, Ordering Activity must, during the applicable Warranty Period: (a) notify Contractor of the
alleged breach of warranty and obtain a return materials authorization (“RMA”) from Contractor by contacting support@merunetworks.com,
and (b) deliver the Product alleged to be in breach of warranty in accordance with the instructions provided by Contractor. Ordering Activity
agrees to obtain adequate insurance to cover loss or damage to the Product during shipment. Ordering Activity agrees to bear the cost of
returning the Product to Contractor and Ordering Activity assumes the risk of any loss or damage to the Product while in-transit to
Contractor. Contractor is responsible for the cost of the return shipment to Ordering Activity if the Product is defective. Returned products
which are found by Contractor to be not defective, returned out-of-warranty or otherwise ineligible for warranty service will be shipped back to
Ordering Activity at Ordering Activity’s expense. All replaced parts, whether under warranty or not, are the property of Contractor.
Warranty limitations. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN
OR ORAL, IS EXPRESSED OR IMPLIED BY CONTRACTOR, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THERE ARE NO OTHER
WARRANTIES RESPECTING THE PRODUCT AND DOCUMENTATION AND SERVICES PROVIDED UNDER THIS ATTACHMENT,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE (EVEN IF CONTRACTOR HAS BEEN INFORMED OF SUCH PURPOSE), TITLE OR AGAINST INFRINGEMENT OF THIRD
PARTY RIGHTS. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED
WARRANTY SHALL BE LIMITED IN DURATION TO THE HARDWARE AND SOFTWARE WARRANTY PERIODS DESCRIBED ABOVE. NO
AGENT OF CONTRACTOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF CONTRACTOR. IF ANY
RESELLER OR DISTRIBUTOR ALTERS OR EXCEEDS THE WARRANTY OBLIGATIONS SET FORTH HEREIN, SUCH RESELLER OR
DISTRIBUTOR SHALL BE SOLELY RESPONSIBLE FOR SUCH ALTERED OR EXTENDED WARRANTY OBLIGATIONS.
CONTRACTOR SPECIFICALLY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR OPERATE WITHOUT
INTERRUPTION. Contractor expressly disclaims any warranty or obligation to support the Product for all operating environments – for
example, as illustration and not limitation, Contractor does not warrant or ensure interoperability of the Product with future
telecommunication systems or other future software or hardware.
Hazardous Activities Disclaimer. ORDERING ACTIVITY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PRODUCTS HAVE
NOT BEEN DESIGNED, TESTED, OR MANUFACTURED FOR USE OR RESALE IN APPLICATIONS WHERE THE FAILURE, MALFUNCTION,
OR ANY INACCURACY OF THE PRODUCTS CARRIES A RISK OF DEATH OR SERIOUS PHYSICAL OR ENVIRONMENTAL HARM,
INCLUDING, BUT NOT LIMITED TO, USE IN NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION, EMERGENCY
SYSTEMS, LIFE SUPPORT SYSTEMS OR OTHER MEDICAL PURPOSES OR OTHER APPLICATIONS WITH A SIMILAR DEGREE OF
POTENTIAL HAZARD.
AIS 07022012ATTACHMENT 1, Page 82 of 85
Support – MeruAssure. The then-current terms and conditions for MeruAssure are available upon request from Contractor (“MeruAssure
Terms of Service”). If Ordering Activity purchases MeruAssure from Contractor, Ordering Activity will be required to agree to the
MeruAssure Terms of Service.
AIS 07022012ATTACHMENT 1, Page 83 of 85
ATTACHMENT A
CONTRACTOR SUPPLEMENTAL PRICELIST INFORMATION AND TERMS
MINCOM, INC.
MINCOM, INC. LICENSE, WARRANTY AND SUPPORT TERMS
Section 2 - DEFINITIONS. AS USED IN THIS ATTACHMENT A OR AN APPLICABLE OFFICIAL ORDER:
2.1 “Confidential Information” means all information (in whatever format) designated as such by either Party, together with the Software,
Source Code and such information which relates to the business, affairs, customers, products, developments, and trade secrets.
2.2 “Customer Contract” means the contract formed in accordance with clause 2.
2.3 “Designated System” means the server, operating system and database the Software is licensed to be used on as identified in the relevant
Official Order.
2.4 “Documentation” means the user manuals provided to Ordering Activity with the Software.
2.5 “Fees” means Software Fees and Service Fees, and includes out of pocket expenses.
2.6 “Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights,
and any other proprietary rights.
2.7 “Mincom Group” means the group of companies controlled by Mincom Pty Ltd ABN 29 010 087 608 irrespective of whether the control is direct
or indirect (including through subsidiaries of Mincom Limited) and whether it is because of control of shares, votes at general meetings of
shareholders, votes at meetings of directors or the appointment or removal of directors or otherwise.
2.8 “Services” means services and assistance including Support Services, provided to Ordering Activity pursuant to a Customer Contract for
Services executed by the parties.
2.9 “Site” means the location as identified in the relevant Customer Contract where Ordering Activity is authorized to use the Software.
2.10 “Software Fees” means the total fee for the Software in the Software Official Order.
2.11 “Software” means the software program(s) identified in a Customer Contract (including all modules of the software program(s) listed in an
Official Order for Software), and any modified, updated, or enhanced versions of such program(s) that Mincom may provide to Ordering
Activity pursuant to a Customer Contract for Software executed by the parties.
2.12 “Service Fees” means the fees for the provision of Services in the applicable Customer Contract for Services.
2.13 “Source Code” means the human-readable version of a software program that can be compiled into executable code excluding the
source code for any Software (or portion of the Software) not owned by Mincom.
2.14 “Support Services” means Mincom’s standard support and maintenance services for the Software (including the provision of Updates and
Upgrades), as amended from time to time, that may be acquired by the Ordering Activity pursuant to a Customer Contract.
2.15 “Update” means a subsequent release, correction or revision of the Software which Mincom makes generally available to its customers
as part of the Support Services.
2.16 “Upgrade” means a subsequent release of the Software containing improvements or additional functionality, which Mincom makes
generally available to its customers as part of the Support Services.
2.17 “Usage Report” means a report of Ordering Activity’s usage of the Software, including details of the current license restriction (for
example, the number of Maximum Concurrent Users or Named Users), in a form to be agreed upon by the parties.
Section 3 - INCORPORATION OF TERMS AND CONDITIONS. THE TERMS AND CONDITIONS IN THIS ATTACHMENT A ARE
INCORPORATED INTO EACH OFFICIAL ORDER EXECUTED BY THE PARTIES AND THEY SHALL TOGETHER FORM A SEPARATE
CONTRACT (THE CUSTOMER CONTRACT). IN THE EVENT OF ANY EXPRESS CONFLICT BETWEEN ANY TERMS OF A CUSTOMER
CONTRACT AND THIS ATTACHMENT A, THE TERMS OF THE CUSTOMER CONTRACT WILL GOVERN TO THE EXTENT OF THE
INCONSISTENCY.
Section 4 - LICENSE GRANT. IF THE PARTIES HAVE EXECUTED A CUSTOMER CONTRACT FOR SOFTWARE, CONTRACTOR
GRANTS TO ORDERING ACTIVITY A NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE THE SOFTWARE SOLELY FOR
ORDERING ACTIVITY’S INTERNAL BUSINESS PURPOSES, DURING THE TERM, ON THE DESIGNATED SYSTEM, AT THE SITE, IN
ACCORDANCE WITH THE DOCUMENTATION AND THE RESTRICTIONS IN THE CUSTOMER CONTRACT. ORDERING ACTIVITY MAY
MAKE A REASONABLE NUMBER OF COPIES OF THE SOFTWARE SOLELY FOR BACKUP OR ARCHIVAL PURPOSES. THIS
SOFTWARE AND ALL COPIES SHALL BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE RELEVANT CUSTOMER
AIS 07022012ATTACHMENT 1, Page 84 of 85
ATTACHMENT B
GOVERNMENT PRICE LIST
INSTRUCTIONS:
To view the Government Price List for this contract, please follow the below URL:
www.immixTechnology.com
Then select the URL for GS-35F-0265X, and then the specific manufacturer. The Government Price List for that manufacturer is found under
the “Contract Vehicles, Pricelists & Terms” section.
AIS 07022012ATTACHMENT 1, Page 85 of 85
Fire Departments
TeleStaff Scheduling
Solution
July 2
2012
Project Charter
ATTACHMENT 2, Page 1 of 10
CO NTENTS
1. Project Overview ............................................................................................................................................................. 1
2. Project Definition ............................................................................................................................................................ 1
2.1. Scope ....................................................................................................................................................................... 1
2.2. Objectives ................................................................................................................................................................ 1
2.3. Deliverables ............................................................................................................................................................. 2
2.4. Known project requirements .................................................................................................................................. 2
3. Project Plan ..................................................................................................................................................................... 3
3.1. Milestones ............................................................................................................................................................... 3
3.2. Quality Assurance (Q/A) Plan .................................................................................................................................. 4
3.3. Timing ...................................................................................................................................................................... 4
3.3.1. Business Drivers .................................................................................................................................................. 4
3.3.2. Timing Constraints .............................................................................................................................................. 4
4. Project Considerations .................................................................................................................................................... 5
4.1. Known Risks ............................................................................................................................................................ 5
4.2. Issues ....................................................................................................................................................................... 5
4.3. Assumptions ............................................................................................................................................................ 5
4.4. Constraints .............................................................................................................................................................. 5
5. Project Organization ....................................................................................................................................................... 5
5.1. Customers ............................................................................................................................................................... 6
5.2. Stakeholders............................................................................................................................................................ 6
5.3. Roles ........................................................................................................................................................................ 6
5.4. Responsibilities ....................................................................................................................................................... 6
5.5. Additional Resource Needs ..................................................................................................................................... 7
6. Financial Plan .................................................................................................................................................................. 8
ATTACHMENT 2, Page 2 of 10
Fire Departments Scheduling System
Page | 1
1. PR OJECT OV ERVIEW
Obtain and implement the TeleStaff scheduling system to meet Eugene and Springfield Fire Department needs for
scheduling and staffing sworn personnel meeting federal, state, and local requirements. The system should enhance
productivity with automated position, shift, and vacation bidding that frees supervisors’ time and improves
employee satisfaction. Scheduling capabilities will be available across the City’s Wide Area Network, over the
Internet, and through use of automated Telephony.
2. PR OJECT DE FINITION
2.1. Scope
This project is for the Springfield and Eugene Fire Departments to obtain and implement the
TeleStaff scheduling system, which encompasses these functional areas:
· Automates the scheduling and staffing of sworn personnel
· Control labor costs by allocating overtime fairly; creating schedules based on demand and employee
preferences; and reducing overtime staffing through scheduling access to all qualified resources in both
Fire Departments
· Minimize compliance risk with a fully automated scheduling solution that conforms to
all scheduling rules, labor laws and union contracts
· Interfaces to existing Time Entry systems
· Interface to FireHouse Records Management System
The scope will also include technical items such as:
· Robust security by group and user
· Ability to separate data by department and/or battalion
· Extend scheduling capabilities across the Wide Area Network, over the Internet, and
through use of automated Telephony
· Hardware will be hosted in the Springfield Justice Center Server Room
Project scope includes Springfield IT project management through Go-Live including contract
management, acquisition, development of an IGA for the Fire Departments to cost-share
project expenses, hardware acquisition, technical services and configuration. The scope does
not include: e-Log functionality such as logistics support, or an interface to the e-Log program.
The working application will be turned over to Fire Departments staff including dedicated DAT
resources for ongoing usage including system administration. Springfield IT will continue to
apply scheduled vendor software upgrades and maintain TeleStaff hardware post-Go-Live
including web components and Telephony.
2.2. Objectives
2.2.1. Business Objectives
To meet Federal, State, Local and Union scheduling requirements with improved efficiencies,
and including integration to existing Time Entry and the planned FireHouse RMS systems.
ATTACHMENT 2, Page 3 of 10
Fire Departments Scheduling System
Page | 2
2.2.2. Technology Objectives
· A user-friendly GUI (graphic user interface)
· Availability through multiple entry points including wide area network, the Internet, and
automated Telephony
· Configurable permissions/security settings
· Security meets or exceeds industry standards
2.3. Deliverables
Deliverable Description Priority
(H/M/L)
Executed contract with TeleStaff GSA schedule H
Project implementation plan H
Hardware – Server, Telephony H
Interfaces developed, as needed Time Entry (2), FireHouse H
System documentation H
Training H
2.4. Known project requirements
Requirement Required/Desired/Optional
Technical:
Runs on Window 7 and XP desktops Required
Ability to separate data by department and/or
battalion for data entry and reporting
Required
Business:
Accommodates Federal, State, Local and Union
hiring/staffing guidelines
Required
Integrates with both City Time Entry systems Required
Integrates with FireHouse RMS Required
System must have a web-based graphical user
interface
Desired
System should allow multiple users to access the
system at the same time
Required
The system must allow user-defined and editable
business rules to govern leave policies, set
schedules, set staffing levels, fill vacancies,
handle off-duty work schedules, call out for
specialty units, and other types of circumstances
that might affect staffing and scheduling.
Required
ATTACHMENT 2, Page 4 of 10
Fire Departments Scheduling System
Page | 3
Required/Desired/Optional
Requirement Required/Desired/Optional
Business (continued): Business (continued):
The system must allow the Cities to create and
edit business rules to govern all scheduling and
leave issues applicable to full and part-time
personnel and civilian personnel in multiple
collective bargaining contracts.
Required
The system must provide a means to update and
modify existing business rules, collective
bargaining rules, and operating protocols and to
schedule its implementation based on a date and
time and set of criteria.
Required
System must allow each employee to query their
current schedule, their most recent past
schedule, and any future schedule.
Required
System should create customizable working
assignments and schedules up to a year in
advance or more
Required
System must accommodate user-defined
rotational assignments
Required
System must accommodate multiple and user-
defined shift definitions
Required
Schedules can be of any making including
straight tours, variable hours, differing on/off by
time period, and any blend or form.
Required
Assignments can be based on skills, job
classification, rank, seniority, seniority within a
set of skills or within a job classification, or based
on an override of criteria for which an exception
need be marked on the record.
Required
System must be capable of allowing users to
electronically submit requests for use of accrued
leave including anticipated accruals for vacation
and holiday as well as notice of availability of
special assignment and overtime availability.
Required
Easy-to-use “help” feature for end users Required
3. PR OJECT PL ANNING
3.1. Milestones
ATTACHMENT 2, Page 5 of 10
Fire Departments Scheduling System
Page | 4
Milestones Target Date (if known)
Requirements gathering and current system use Completed
Project Charter finalized by Fire Departments June 25, 2012
Develop IGA with Eugene June 25, 2012
Secure Contract Authorization from Springfield Council July 2, 2012
Project Kick-Off July, 2012
Procure Hardware August, 2012
Project work plan August, 2012
Configuring hardware components including Telephony and
Web Access
September, 2012
Define staffing processes & configure TeleStaff system
including Interfaces
October, 2012
Fire Testing November, 2012
End User Training December, 2012
Project Go-Live & Transition administration to Fire
Departments & DAT
January 1, 2013
Project close February 1, 2013
3.2. Quality Assurance (Q/A) Plan
Process Description
Quality Management Extensive Fire testing prior to End User Training
Change Management Significant scope changes will be taken to the Project Sponsor for
approval
Risk Management Informal monitoring for awareness of noted risks.
Notification to stakeholder group if risks will cause delays.
Acceptance Management Stakeholder group approval of all deliverables.
3.3. Timing
3.3.1. Business Drivers
Driver Description
Separate, key interfaces with Time Entry systems (2) and FireHouse RMS
Rules-driven hiring/staffing
Operational efficiency
3.3.2. Timing Constraints
Constraint Description
Coordinate with existing schedules
Coordinate with proposed changes to Union contracts
Need to Go-Live on schedule – January 1st, 2013
ATTACHMENT 2, Page 6 of 10
Fire Departments Scheduling System
Page | 5
4. PR OJECT CO NSIDERATIONS
4.1. Known Risks
Risk Description Likelihood
(H/M/L)
Impact
(H/M/L)
Mitigating Actions
Key personnel will be
unavailable for required
work
H H Project Sponsor needs to make the TeleStaff project a
priority for key Fire personnel
Inadequate support staff H H Fire DATs must be engaged in project and prepare to
take over operational and administrative support after
project Go-Live
Training retention L H Classroom training near go-live date plus easy-to-use
help feature built into system
Rejection by end users L H Union representatives will fill key roles in the project as
we develop the business functionality
4.2. Issues
Issue Description Priority (H/M/L) Resolution Actions
Complex Time Entry interfaces will require
participation by IT/ISD/Payroll experts
H Project Sponsor will assist Project Manager
in helping all stakeholders and resources
understand their project roles and priorities
4.3. Assumptions
Issue Description Priority (H/M/L) Resolution Actions
Springfield IT will complete hardware
acquisition, installation and configuration on
schedule
H
Although this is a Springfield project, Eugene
is a key stakeholder and will participate fully
in requirements gathering, configuration,
interfaces and training
H
4.4. Constraints
Constraint Description
Funding
Staff resources
5. PR OJECT OR GANIZATION
ATTACHMENT 2, Page 7 of 10
Fire Departments Scheduling System
Page | 6
5.1. Customers
Customer
Eugene Fire & EMS
Springfield Fire & Life Safety
5.2. Stakeholders
Stakeholder Interested In…
Fire Departments Fully operational, integrated scheduling system
IT/ISD Functional system including hardware and interfaces
HR Compliance with Federal, State and Union staffing requirements
Finance/Payroll Time Entry Interfaces
5.3. Roles
Role Organization Resource Name Status
Executive Sponsor Fire/EMS Chief Groves
Project Sponsor Fire/EMS Randy DeWitt Assigned
Project Lead Fire/EMS & ISD Lance Lighty Assigned
Project Manager Springfield IT Rod Lathrop, Paula Guthrie Assigned
Technical Team Fire/EMS Sven Wahlroos, Kevin Sundholm,
Shannon Lighty, Kevin Gray
Assigned
Technical Team ISD Charlie Solomon, Steve Chipman, Jeff
Ozvold
Assigned
Technical Team Springfield IT Shawn Zweibohmer Assigned
Subject Matter Experts HR, Finance TBD; Payroll & Contract Experts
Functional Users/Testing Fire/EMS TBD
5.4. Responsibilities
Executive Sponsor
o A high-level business executive who supports and mandates the implementation of
TeleStaff
o A champion for TeleStaff who creates an environment conducive to change through on-
going communications to the Project Team and the user community
Project Sponsor
o Selects the Project Lead and ensures that this is a dedicated resource for the duration of the
project
ATTACHMENT 2, Page 8 of 10
Fire Departments Scheduling System
Page | 7
o Selects the Project Team and assigns resources as needed for the duration of the project
o Assigns resources to ensure on-going administration and maintenance of TeleStaff once the
implementation project is completed
o Has high-level decision-making authority
o Is the escalation path for issues, concerns, or questions from the PM, Project Lead, Project
Team, and user community
o Has responsibility to sign off on project milestones
o Implements Change Management
o Provides project updates to Command Staff
Project Lead
o Ensures accountability for on-time deliverables as per the project plan
o Owns the daily project management task and is responsible for managing the project and
keeping it on track
o Coordinates the project team and ensures tasks are completed on time
o Allocates resources to the project team per the project plan (subject matter experts)
o Works closely with the PM – daily or weekly as required per project phase
o Escalates to the sponsor on a timely basis, when necessary
o Attends configuration training
Project Manager
o Provides project management support
o Schedules status meetings
o Provides expertise on data collection, staffing rules, configuration, and application set-up
o Owns and manages the project plan and updates it on a weekly basis to reflect an accurate
schedule
o Communicating project plan updates to the project team
o Provides expert advice and support on all matters pertaining to data collection
o Creates the initial TeleStaff database
o Leads the database review and configuration training
o Prepares the project team to successfully use TeleStaff to build the daily roster, for work
codes, and to access the calendar
Technical Team
o Staffing expert representation
o Payroll representation
o IT representation
o Union representation
o Test system for data accuracy
5.5. Additional Resource Needs
Resource / Role Low (1-2 ppl) Medium (3-4 ppl) High (5 or more ppl)
Other add’l resources - TBD
ATTACHMENT 2, Page 9 of 10
Fire Departments Scheduling System
Page | 8
6. FI NANCIAL PL AN
Summarize the projected budget:
$62,700 – Total Project Implementation Cost Including 1st Year Maintenance
· $42,647 Eugene
· $21,021 Springfield
$13,613 – Ongoing Cost Including Hardware Replacement & Annual Maintenance
· $9,121 Eugene
· $4,492 Springfield
Executive Approval:
________________________________ _____________________________
Randall B. Groves Date
Fire Chief
Eugene Fire & EMS
Springfield Fire & Life Safety
ATTACHMENT 2, Page 10 of 10
CITY OF SPRINGFIELD
INTERGOVERNMENTAL AGREEMENT
Contract #783
BETWEEN: The City of Springfield (City), a unit of local government of the state of Oregon
AND: The City of Eugene (Agency), a unit of local government of the state of Oregon
EFFECTIVE DATE: July 2, 2012
RECITALS
A. ORS 190.010 provides that units of local government may enter into agreements for the performance of any
and all functions and activities that any party to the agreement, its officers, or agents have the authority to
perform.
B. Provision of services for the remuneration specified in this contract will mutually benefit the parties to it.
C. City and Agency desire to enter into a contract where in City will provide the services described in this
contract on the terms and conditions set forth herein and in ATT1 Contract-immixTechnology, Inc rev 3.pdf
D. (attached hereto and incorporated herein by reference).
AGREEMENT
1. Services to be Provided. City agrees to provide services to the Agency as described in ATT1 Contract-
immixTechnology, Inc rev 3.pdf at a cost not to exceed $60,000 in Year 1 and $10,000 annually thereafter.
City will not invoice Agency for any City staff costs or hardware hosting costs associated with this
Agreement. Specific project costs related to the TeleStaff Implementation Project including vendor services
and travel, software licenses and hardware will be shared between City and Agency using the existing
partner shares of 67% (Agency) and 33% (City).
2. Contract Duration. This agreement shall be in effect from effective date shown above to June 30, 2013
and may be renewed annually.
3. Termination. Upon seven days' prior written notice delivered to the persons designated in paragraph 4,
either party, without cause, may terminate its participation in this contract.
4. Contract Administration. Each party designates the following as its representative for purposes of
administering this contract. Either party may change its designated representative by giving written notice to
the other as provided in paragraph 12.
__________________________________________________________________________________________
C783 Intergovernmental Agreement Page 1 of 2
ATTACHMENT 3
Agency: Randy DeWitt, Fire and EMS
City: Rod Lathrop, Information Technology
__________________________________________________________________________________________
C783 Intergovernmental Agreement Page 2 of 2
ATTACHMENT 3
5. Records/Inspection. City and Agency shall each maintain records of its costs and expenses under this
contract for a period of not less than three full fiscal years following City’s completion of this contract. Upon
reasonable advance notice, either party or its authorized representatives may from time to time inspect,
audit, and make copies of the other party's records.
6. Indemnification. To the extent allowed by the Oregon Constitution and the Oregon Revised Statutes, each
of the parties hereto agrees to defend, indemnify, and save the other harmless from any claims, liability or
damages including attorney fees arising out of any error, omission or act of negligence on the part of the
indemnifying party, its officers, agents, or employees in the performance of this agreement.
7. Status. In providing the services specified in this agreement (and any associated services) both parties are
public bodies and maintain their public body status as specified in ORS 30.260. Both parties understand
and acknowledge that each retains all immunities and privileges granted them by the Oregon Tort Claims
Act (ORS 30.260 through 30.295) and any and all other statutory rights granted as a result of their status as
local public bodies.
8. Workers Compensation Insurance. City and Agency are subject employers that will comply with ORS
656.017.
9. Subcontracting. City intends to implement the TeleStaff Scheduling System with the assistance of
TeleStaff technical and project management resources. City shall require any subcontractor to agree, as to
the portion subcontracted, to comply with all obligations of City specified in this contract. Notwithstanding
the City’s use of a subcontractor, City shall remain obligated for full performance of this contract and Agency
shall incur no obligation to any subcontractor.
10. Assignment. Neither party shall assign this contract in whole or in part, or any right or obligation
hereunder, without the other party's written approval.
11. Compliance With Laws. City shall comply with all applicable federal, state, and local laws, rules,
ordinances, and regulations at all times and in the performance of the work.
12. Notices. Any notices permitted or required by this contract shall be deemed given when personally
delivered or upon deposit in the United State mail, postage fully prepaid, certified, return receipt requested,,
addressed to the representative designated in paragraph 4. Either party may change its address by notice
given to the other in accordance with this paragraph.
13. Integration. This contract embodies the entire agreement of the parties. There are no promises, terms,
conditions or obligations other than those contained herein. This contact shall supersede all prior
communications, representations or agreements, either oral or written, between the parties. This contract
shall not be amended except in writing, signed by both parties.
14. Interpretation. This contract shall be governed by and interpreted in accordance with the laws of the state
of Oregon.
15. Signatures.
CITY OF SPRINGFIELD:
By: ____________________________________ (signature)
Name: _________________________________
Title: __________________________________
AGENCY:
By: ____________________________________ (signature)
Name: __________________________________
Title: ___________________________________