Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Mainline Information Systems Inc; 2014-02-25;
AGREEMENT FOR SAN AND TAPE LIBRARY INSTALLATION AND CONFIGURATION SERVICES (MAINLINE INFORMATION SYSTEMS, INC.) THIS AGREEMENT is made and entered into as of the day of FcJoHrc/Ckv^ 2014, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Mainline Information Systems, Inc., a Florida corporation ("CONTRACTOR"). RECITALS A. City requires the professional services of a storage and backup consultant that is experienced in deploying IBM SAN and Tape Library systems. B. Contractor has the necessary experience in providing professional services and advice related to IBM SAN and Tape Library systems. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. City has elected to use Contractor's Government Services Administration schedule GS- 35F-0216L ("GSA") to govern performance of professional services and wishes to supplement the terms of the GSA with the terms contained herein. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's and the GSA's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term ol this Agreement will be effective for a period of three months from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional three (3) month period or parts thereof in an amount not to exceed ten thousand dollars ($10,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed twenty nine thousand and seventeen dollars and sixty cents ($29,017.60). Travel & Lodging expenses for this engagement will not exceed two thousand dollars ($2,000.00). The combined total payable for Page 1 of 23 this Agreement will not exceed thirty one thousand and seventeen Dollars and sixty cents ($31,017.60) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CITY shall be invoiced monthly in arrears for actual hours worked not to exceed hourly estimates set forth in the SOW or a subsequently executed Project Change Request ("PCR"). Payment shall be due net thirty (30) days from the date of CONTRACTOR'S invoice. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". CITY will have a ten (10) calendar day period to evaluate the deliverables identified in Exhibit A beginning on the date of. receipt by City of each deliverable ("Acceptance Period") to determine whether deliverables comply with the terms of Exhibit A. In the event City does not notify Contractor of rejection of deliverables within the Acceptance Period, City is deemed to have accepted the deliverables. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or Its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7- SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Page 2 of 23 Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose.acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:Vir'. OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 7^^^ I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. Page 3 of 23 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insLirance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Upon reasonable prior written notice, Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Any such audit shall occur at the City's sole expense. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Page 4 of 23 Contractor agrees that ail copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Randall R. Lagman Name Title Manager, IT Operations Title Corporate Counsel Department Information Technology Address 1700 Summit Lake Drive City of Carlsbad Tallahassee, FL 32317 Address 1635 Faraday Ave Phone No. 850.219.5000 Carlsbad, CA 92028 Email Phone No. 760-602-2789 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Cierk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to Page 5 of 23 writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate 'this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or Services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage ' fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information, tf City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an Page 6 of 23 administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with the GSA, SOW, and any other written, document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. Preprinted purchase order terms and conditions shall have no force or effect. In case of conflict, the terms of the GSA shall supersede this Agreement Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Page 7 of 23 FLORIDA SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT FSG»>.2S State of Florida County of } I .«>e«lEx^ KtM GARNER \ Rotary PuWc • State Ol Florida •1 My CofRHi. Eifrires Dec 15.2016 ^^^^ Connnission # EE 829882 '^'S^^ SoflftdTHnMigh National Notary Asm' 'm The foregoing instrument was acknowledged before me this i^fcday of F^^/LiO^ ^/*/ . —_ Day Monlh ^ Year by {'xyOA s^o(m\aL^ Name ot Person Acknowledging who is personally known to me or who has produced Type of Identilicalion as identification. , Notary Public Name ot Notary Typed, Printed or Stamped Commission No. OPTIONAL Thougt) the information in ttiis section is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Number of Pages: Signer(s) Other Than Named Above: ©2000 National Notary Association • 9350 De Soto Ave., RO. Box 2402 * Ctiatswortti, CA 91313-2402 • www.NationalNotary.org Prod. No. 5181 Reorder: Call Toll-Free 1-800-B76-6827 FLORIDA SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT State of Florida County of 10^ } KIM GARNER \ Notary Pubttc - Sttte of Rorida I My Comm. Expires Dec 15.2016 Commissioo # EE 829862 BraMTtow^ii^onat Notary Assn. The foregoing instrument was acknowledged before me this day of Day Month] Year by 0eht!h ^ Name of Person Acknowledging who is personally known to me or who has produced Type of Identification as identificati . Notary Public Name of Notary Typed, Printed or Stamped Commission No. Eg 6(g:a OPTIONAL Though the information in this section is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: RIGhfT THUMBPRim" OF SIGNER Top of thumb fiere Number of Pages: Signer(s) Other Than Named Above: 12000 National Notary Association • 9350 De Soto Ave.. P.O. Box 2402 • Chatsworlh, CA 91313-2402 • www.NationalNotary.org Prod. No. 5181 Reorder: Call Toil-Free 1-800-876-6827 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) (sign here) Cw-^cj...L pro (print name/title) ^f$^,City Manager er Mayor gcBivioion Director^ as aiithnriaod by thau^ Manager ^^\^^\^SBAO'''/ ATTEST: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-PresidentCFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREW5^ City Attorney Page 8 of 23 EXHIBIT A: Statement of Work Purpose The purpose of this Statement of Work ("SOW") is to define the roles and responsibilities of both parties, and the scope of this engagement. This SOW is by and between City of Carlsbad ("CITY") and Mainline Information Systems, Inc. ("CONTRACTOR"), and is subject to the terms and conditions of GSA Schedule # GS-35F-0216L, attached hereto as Exhibit 0, as supplemented by CITY'S supplemental terms and conditions attached above (collectively, the "Agreement"). CONTRACTOR'S ability to perform the services and the pricing contained herein are contingent upon CITY complying with additional provisions set forth within Exhibits B and C. Management CONTRACTOR will assign a Project Manager ("PM") for the duration of this engagement. The CONTRACTOR PM will work remotely with CITY'S designated Point of Contact ("POC") to setup the project with CONTRACTOR, to include engaging the resource(s) for the CITYS POC. The PM will work with THE CITY to establish a framework for communications and reporting related to procedural and contractual activities; limited to any documentation or deliverables listed in this SOW and any changes to scope requiring a Project Change Request ("PCR"). The CONTRACTOR PM will serve as an escalation point for both parties to report any issues that could impact successful delivery of this SOW. For a description of CONTRACTOR'S escalation and change control process related to this SOW, please see Exhibit B. Scope of Services to be performed TS3310 Installation Item Code: MPSTS3310 Quantity: One (1) TS3310 Description: Provide Implementation of one (1) functioning TS3310 Tape Library with two (2) tape drives, connected to and configured to communicate via the new IBM 2498-B24 Fibre Channel switch, and ready for configuration as a tape library resource on CITY's new STORServer, CONTRACTOR Responsibilities 1. Physically install the TS3310 into the designated rack. 2. Power up unit and verify picker arm operation. 3. Install network connection and configure CITY provided IP address for the TS3310 4. Upgrade the library and tape drive firmware if required. 5. Install fibre channel cables for the installed tape drives. 6. Ensure the appropriate zoning from the tape drives to the hosts is performed. Page 9 of 23 7. Assist CITY in installing the appropriate tape device driver on CITY'S host for the TS3310 library. 8. Configure tape library and two (2) tape drives for use within TSM if required. 9. Tape library configured to communicate with the Security Key Lifecycle Manager servers (both primary and secondary), and to use encryption keys managed by those servers. 10. Verify all Tape Library functions are confirmed operational and ready for use. 11. Provide knowledge transfer throughout the engagement. 12. Provide documentation. Assumptions • CITY has adequate cabinet space to install the TS3310 and power available. • CITY has the proper cabling or SAN switch ports to connect the tape devices to the hosts. V7000 Implementation Services Item Code: MPSV7000 Quantity: One(l)v7000 Description: Provide Implementation of one (1) functioning y7000 Storage Array, with all storage that was purchased with the SAN installed and configured for use, connected to and configured to communicate via both the CITY'S existing lOGigE network and the new IBM 2498-B24 Fibre Channel switch. CONTRACTOR Responsibilities 1. Conduct a planning session to discuss the following topics: a. Description: Planning session will be a two (2) hour white boarding session. Host requirements Storage performance requirements Copy Services Implementation requirements Data Migration requirements 2. Physically install the v7000 into the designated rack. 3. Configure the v7000 controller with the CITY provided IP address. 4. Perform a firmware upgrade to the latest recommended level. 5. Configure the disk pools with appropriate number of drives. 6. Define the appropriate zoning required to present (5) hosts to the v7000. 7. Create up to five (5) host definitions on the v7000 * B. Install the required SDDDSM/MPIO drivers for up to five (5) hosts.* 9. Create up to ten (10) volumes for each host and perform mapping for each.* 10. Storage volumes and connections configured and confirmed operational for up to ten (10) server volumes.* 11. Verify each host can access the v7000 provided volumes.* 12. Create up to two (2) Flash Copy pairs and perform synchronization for each.* Page 10 of 23 13. Setup of Remote Mirroring of a volume from the source v7000 to the target v3700.* 14. Confirm ability to migrate at least one complete volume in CITY's VMware environment.* 15. Test data migrations within a VMware environment. 16. Perform knowledge transfer throughout the engagement: a. This task assumes basic informal knowledge transfer will be performed as tasks are accomplished. This will be provided to one (1) - three (3) CITY staff at the time the task is performed. CONTRACTOR will provide print-screen printout on a best effort basis. 17. Provide documentation. *A Project Manager (PM) will be assigned. This is billed for hours worked. We have a specified allotment of hours projected. If additional volumes or hosts take us beyond our projected hourly estimates, a PCR may need to be executed. Assumptions • There is no external storage virtualization included in this implementation of the v7000 • There are no migration services included in this implementation of the v7000 V3700 Implementation Services Item Code: MPSV3700 Quantity: One (1) v3700 Description: Provide Implementation of one (1) functioning v3700 Storage Array, with all storage that was purchased with the SAN installed and configured for use, connected to and configured to communicate via the CITY's existing lOGigE network. CONTRACTOR Responsibilities 1. Conduct a planning session to discuss the following topics: a. Description: Planning session will be a two (2) hour white boarding session o Host requirements o Storage performance requirements o Copy Services o Implementation requirements o Data Migration requirements 2. Physically install the v3700 into the designated rack. 3. Configure the v3700 controller with the CITY provided IP address. . 4. Perform a firmware upgrade to the latest recommended level. 5. Configure the disk pools with appropnate number of drives. 6. Define the appropriate zoning required to present (5) hosts to the v3700. 7. Create up to five (5) host definitions on the v3700 8. Install the required SDDDSM/MPIO drivers for up to five (5) hosts.* 9. Create up to five (5) volumes for each host and perform mapping for each.* Page 11 of 23 10. Storage volumes and connections configured and confirmed operational for up to five (5) server volumes. 11. Verify each host can access the v3700 provided volumes. 12. Create up to two (2) Flash Copy pairs and perform synchronization for each.* 13. Remote mirroring configured and confirmed operational between the V3700 and the V7000 SANs 14. Perform knowledge transfer throughout the engagement. a. This task assumes basic informal knowledge transfer will be performed as tasks are accomplished. This will be provided to one (1) - three (3) CITY staff at the time the task is performed. CONTRACTOR will provide print-screen printout on a best effort basis. 15. Provide documentation. * A Project Manager (PM) will be assigned. This is billed for hours worked. We have a specified allotment of hours projected. If additional volumes or hosts take us beyond our projected hourly estimates, a PCR may need to be executed. Assumptions • There will be no migration services included in this implementation of the v3700. Security Key Lifecycle Manager (SKLM) Implementation Services Item Code: MPSSKLM Quantity: One (1) SKLM, up to two (2) Servers. Description: Provide two (2) functioning SKLM servers, configured to work as primary and secondary in a combined key management solution. CONTRACTOR Responsibilities 1. Install SKLM on two (2) servers (primary and secondary) and patch to the latest level. 2. Install and configure CITY owned certificates to SKLM if available, otherwise create self-signed . certificates. '3. Create keystore and initial range of keys generated. 4. Connect to the TS3310 Tape Library, and confirm operational. 5. Configure the library to use LME (library managed encryption). 6. Verify functionality. 7. Backup the configuration to a secure location. 8. Restore the backup configuration to the secondary SKLM server. 9. Update the library to point to the secondary SKLM server. 10. Re-verify functionality. 11. Provide knowledge transfer on operating SKLM. a. This task assumes basic informal knowledge transferwill be performed as tasks are accomplished. This will be provided to one (1) - three (3) CITY staff at the time the task is performed. CONTRACTOR will provide print-screen printout on a best effort basis. Page 12 of 23 12. Provide document of installation configuration, port numbers, and initial passwords. IBM 2498-B24 Switch Implementation Services Item Code: MPSBROCADE Quantity: Two (2) 2498-B24 Description: Implement two (2) 2498-B24 Switches, configured to work in CITY IP structure and environment. CONTRACTOR Responsibilities 1. Conduct a planning session to discuss the following topics: a. Description: Planning session will be a two (2) hour white boarding session SAN design Power requirements IP requirements Cable requirements Host requirements 2. Perform power up on the SAN Switch 3. Configure IP addresses that were provided by CITY 4. Install any purchased license on the switch 5. Upgrade the switch firmware to the latest level 6. Install up to sixteen (16) fiber cables and attach to a storage device or host 7. Connect up to two (2) 2498-B24 Fibre Channel switches to up to sixteen (16) hosts, to include CITY's new V70b0 SAN, plus all existing CITY hosts that were connected to the Fibre Channel switches that, these new switches are replacing. 8. Create appropriate aliases 9. Create appropriate zones 10. Ensure device connectivity 11. Backup the SAN Switch configurations 12. Provide CITY with SAN and zoning information documents 13. Provide knowledge transfer training delivered, per the CONTRACTOR Responsibilities section above for the 2498-B24 Fibre Switch systems. a. This task assumes basic informal knowledge transfer will be performed as tasks are accorriplished. This will be provided to one (1) - three (3) CITY staff at the time the task is performed. CONTRACTOR will provide print-screen printout on a best effort basis. 14. Provide documentation on Fibre Channel switch systems' configuration. Assumptions I • There is adequate rack space and power for the IBM 2498-B24 switch installation • No SAN migration services are included in the configuration and services of the IBM 2498-B24 switch Page 13 of 23 Completion Criteria CONTRACTOR has provided the hourly estimates herein in good faith based on CONTRACTOR'S skills and experience in performing similar services. CONTRACTOR shall use best efforts to complete all deliverables listed below within the hours allotted; however, in the event tasks are not complete when estimated hours are expended, a PCR will be needed to add additional hours. Provided CITY has not increased or modified the technical scope of this SOW, the combined value of all PCRs relating to completion of these deliverables shall not exceed 15% (fifteen percent) of the total value of the services portion of this SOW. Prioritized Deliverables by System IBM 249B-B24 Switch Implementation Services Deliverables • Two (2) functioning 2498-824 Fibre Channel switches, configured to work in CITY's IP structure and environment • Connections of both 2498-B24 Fibre Channel switches to up to sixteen (16) hosts, to include CITY's new TS3310 tape library and V7000 SAN, plus all existing CITY hosts that were connected to the Fibre Channel switches that these new switches are replacing • Documentation on Fibre Channel switch systems' configuration • Staff training delivered, per the CONTRACTOR Responsibilities section above for the 2498-B24 Fibre Switch systems IBM TS3310 Tape Library Installation Services Deliverables • One (1) functioning TS3310 tape library with two (2) tape drives, connected to and configured to communicate via the new IBM 2498-B24 Fibre Channel switch, and ready for configuration as a tape library resource on our new STORServer • All Tape Library functions confirmed operational and ready for use V7000 SAN Implementation Services Deliverables • One (1) functioning V7000 SAN, with all storage that was purchased with the SAN installed and configured for use, connected to and configured to communicate via both the CITY's existing lOGigE network and the new IBM 2498-B24 Fibre Channel switch • Storage volumes and connections configured and confirmed operational for up to ten (10) server volumes • Confirmed ability to migrate at least one complete volume in CITY's VMware environment • Staff training delivered, per the CONTRACTOR Responsibilities section above for the V7000 IBM V3700 SAN Implementation Sen/ices Deliverables Page 14 of 23 • One (1) functioning V3700 SAN, with all storage that was purchased with the SAN installed and configured for use, connected to and configured to communicate via the CITY's existing lOGigE network • Storage volumes and connections configured and confirmed operational for up to five (5) server volumes • Remote mirroring configured and confirmed operational between the V3700 and the V7000 SANs • Staff training delivered, per the CONTRACTOR Responsibilities section above for the V3700 IBM Security Key Lifecycle Manager (SKLM) Implementation Services Deliverables Two (2) functioning Security Key Lifecycle Manager servers, configured to work as primary and secondary in a combined key management solution Created keystore and initial range of keys generated Connection to the TS3310 Tape Library, and confirmed operational TS3310 Tape library configured to communicate with the Security Key Lifecycle Manager servers (both primary ahd secondary), and to use encryption keys managed by those servers Documentation of installation configuration, port numbers; and initial passwords Staff training delivered, per the CONTRACTOR Responsibilities section above for the Security Key Lifecycle Manager system Services as described in this SOW will be considered complete when: • All Deliverables in the above Prioritized Deliverables By System list have been completed by CONTRACTOR and accepted by CITY pursuant to Section 5 of the Agreement, within the total labor hours allotted in this SOW or a mutually executed PCR, if necessary to complete the above-listed Deliverables, or • The project is terminated under the applicable provisions of the Agreement. Upon completion of the project, CITY may be requested to sign a Project Acceptance Document, if CONTRACTOR determines there is a need for additional clarification of the scope and acceptance of services provided to CITY. A sample Project Acceptance Document is attached hereto as Exhibit C. Page 15 of 23 Pricing & Terms 29877-12032013 Product Code MPSSTl MPST&L Product Name Qty MPS Storage Implementation; Labor 160 hours Category - Advanced Technology Systems / Applications Engineer. MPS Estimated Travel and Living 4 trips Expenses, not to exceed $2,000 for up to one (1) consultant, for up to four (4) trips onsite, for up to five (5) consecutive days.* Estimated Grand Total Unit Sales Extended Sales $181.36 $2,000.00 $29,017.60 $2,000.00 $31,017,60 *Travel and Living Expenses will be billed separately to CITY at actual cost, estimated at $2,000, which has "been estimated to cover up to four (4) trips to CITY's locations within a thirty (30) mile radius of Carlsbad, California. Additional travel may require a PCR. Work is assumed to be performed during standard business hours (Monday - Friday, 8:00 AM - 5:00 PM). CITY will be invoiced monthly for actual hours worked, not to exceed hourly quotes set forth herein or via mutually executed PCRs to this SOW. Labor has been estimated at one hundred and sixty (160) hours utilizing the rate of $181.36 for the labor category of Advanced Technology Systems/Applications Engineer pursuant to GSA Schedule number GS-35F-0216L. Page 16 of 23 storage Implementation Sen/ices Approvals 29877-12032013 This SOW is subject to the terms and conditions of the Agreement. If CITY does not execute an agreement with CONTRACTOR prior to, or simultaneous with, the execution of this SOW, then CITY agrees and acknowledges that this SOW shall be subject to CONTRACTOR'S standard terms and conditions. Both parties warrant and represent that they have authority to execute this SOW on behalf of their company and bind them to the obligations. Price is valid for 60 days and subject to applicable taxes. Scheduling a start date of services perform resources will commence within 14 days of all contracts and PO (if applicable) being signed by CITY. In the event CITY is PO driven, then please return a copy of your PO along with this signed SOW. IN WITNESS HEREOF, CITY, and CONTRACTOR have caused this Attachment to be executed by their duly authorized signatures. MAINLINE INFORMATI9N SYSTEMS, INC. BY: NAME: TITLE: DATE: (AUTHORIZED SIGNATURE) (PRINTED) (AUTHORIZED SIGNATURE) NAM (PRINTED) TITLE: DATE: Please Return Entire Document (All Pages) to: Services Contracts Administrator MAINLINE INFORMATION SYSTEMS, INC. 1700 Summit Lake Drive Tallahassee, FL 32317 Fax: 888-242-9497 Email; Services@Mainline.com Website; www.mainline.com Page 17 of 23 EXHIBIT B: Change Control Procedure Changes required to a SOW could result in corresponding changes to the price, estimated completion dates, responsibilities of parties, scope of services, or other provisions of the project. Any change to this SOW in either scope or deliverables shall be submitted in writing via the PCR Form (Attachment A) to CONTRACTOR. PCRs will adhere to the following procedure: 1. Either the CITY or CONTRACTOR may initiate a change request by submitting a written PCR Form to the CONTRACTOR POC and the CITY POC. 2. CONTRACTOR will be responsible for logging and tracking PCRs. The CONTRACTOR POC will forward the PCR to the project team for review if applicable. 3. Upon completion of the evaluation by CONTRACTOR and the project team and prior to performing any work, the CONTRACTOR POC will submit the written results to the CITY. These results must include any impact on cost, schedule, performance, and a recommended method for implementation, testing and acceptance by CITY. 4. Jf CITY POC agrees in writing to the impact that such change will have on the cost, schedule, performance, and any other issue raised by the CONTRACTOR evaluation, the project will be adjusted to accommodate the PCR and CONTRACTOR shall proceed to perform the change. Payment of the cost of the change, as specified in the PCR shall be paid in accordance with the SOW between CITY and CONTRACTOR. CONTRACTOR'S formal escalation process is diagrammed below: Mninlino Sorvices PrBctice Manager Mainlina Point of Contact (POC) Page 18 of 23 CITY Responsibilities To ensure the success of this engagement, CITY will assign resources to fulfill the following responsibilities. Assign an individual to act as the POC between CONTRACTOR and the CITY for the duration of this engagement. He/she will have the authority to act forthe CITY in "all aspects of the contract. This individual will: 1. Obtain and Provide applicable information, data, decisions, and approvals as required by CONTRACTOR to perform the Services, within two (2) business days of a CONTRACTOR request. 2. Assist in the development of installation and project plans as appropriate. 3. Provide access to and information for the systems required to fulfill this engagement. 4. Where applicable, ensure all necessary hardware is onsite and satisfy all environmental requirements prior to CONTRACTOR technical personnel's arrival. 5. Where applicable, CITY will ensure that all hardware and software related to this engagement are at current or supported maintenance levels. , 6. Prior to making your facilities, software, hardware, networks or other similar resources available to CONTRACTOR, promptly obtain any licenses or approvals necessary for CONTRACTOR or its subcontractors to use, access and modify such resources to the extent necessary for CONTRACTOR to perform the Services, including the development of any Materials. CONTRACTOR will be relieved of its obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects CONTRACTOR'S ability to perform its obligations. If a third party asserts a claim against CONTRACTOR as a result of your failure to promptly obtain these licenses or approvals, you agree to reimburse CONTRACTOR for any costs or damages that CONTRACTOR may reasonably incur in connect with such claim. 7. Be responsible for the content of any database, system or server, the selection and implementation of control on its access and use, backup and recovery of the security of the stored data on same. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel. 8. Participate in meetings, as required, and ensure the completion of any CITY action items coming out of these meetings. 9. Have authorization to sign project status reports and approve change requests related to this engagement. 10. Have authorization to review and approve all deliverables. ll! Assign CITY resources as appropriate to work with CONTRACTOR throughout this engagement. 12. Determine the priorities if multiple tasks are assigned to CONTRACTOR personnel. 13. At project completion, provide CITY sign-off of Project Acceptance Documentation. Page 19 of 23 CITY is responsible to provide an environmentally safe working environment, commensurate with the number of on-site CONTRACTOR consultants. The work area will include: Computer workstations Software/tools Network access Telephones Desks Other general office equipment (as provided to their own staff) as and when needed to facilitate project completion by CONTRACTOR personnel Printing and reproduction facilities for project staff while working on CITY premises All building and system access items, such as user ids and passwords, and access badges in a timely manner Failure of CITY to provide for any of the preceding requirements may invoke the Change Control Procedure, and may result in additional time or cost requirements. CITY shall be liable for any delays to the delivery schedule specified in this SOW caused by the CITY, its vendor(s), or resulting from CITY's failure to fulfill any of its obligations. CONTRACTOR may charge CITY for any additional charges or losses incurred by CONTRACTOR as a result of such delays. CONTRACTOR may adjust the affected delivery schedule accordingly. Security Disclaimer As a matter of security best practice, CONTRACTOR does not and will not maintain a record of any administrative passwords used in the engagement. CITY acknowledges sole responsibility for ongoing maintenance and record-keeping requirements for these accounts. Page 20 of 23 Attachment A - Project Change Request (PCR) Form Detailed description of proposed change: Document Description A Project Change Request is initiated due to a deviation from the original project scope, cost or schedule, as defined in the statement of work, subsequent change order(s) or PCRs. Client Name MSR# Project Name Project Sponsor Services Practice Manager(s) PCR# PCR Create Date PCR Exp. Date Project Manager(s) Requestor(s) Justification for proposed change: Impact of Change Request: Scope Cost/Travel & Living Terms Schedule It is understood and agreed that all services provided in accordance with this PCR are subject to the terms and conditions of the AGREEMENT FOR SAN AND TAPE LIBRARY INSTALLATION AND CONFIGURATION SERVICES currently in effect between CITY OF CARLSBAD ("CITY") and Mainline Information Systems, Inc., ("CONTRACTOR"), effective ("Agreement"). For the avoidance of doubt, this PCR modifies the scope, cost, or schedule of the Statement of Work, MSR # 29877-12032013, effective . Payment forthe above charge shall be paid pursuant to the terms of the Agreement. Page 21 of 23 EXHIBIT C: Proiect Acceptance CITY acknowledges that the execution of this document represents acceptance of the MAINLINE INFQRfvlATION SYSTEMS INC. services described in this Statement of Work (SOW) and, if any, all Changes and Revisions to the original SOW for the MAINLINE INFORMATION SYSTEMS INC. project listed above. Furthermore, you acknowledge that MAINLINE INFORMATION SYSTEMS INC. has completed all tasks as assigned and the deliverables requested, and authorize the processing and payment of the final invoice for these services. Thank you for doing business with MAINLINE INFORMATION SYSTEMS, INC. It has been our pleasure to serve you, BY; (AUTHORIZED SIGNATURE) NAME: . r'<r>r\ DATE: Page 22 of 23 EXHIBIT D: GSA Contract GS-35F-0216L Page 23 of 23 Mainline NFORMATION SYSTEMS U.S. General Services Administration AUTHORIZED FEDERAL ACQUISITION SERVICE INFORMATION TECHNOLOGY SCHEDULE PRICELIST GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE AND SERVICES Special Item No. 132-3 Leasing of Product Special Item No. 132-8 Purchase of Equipment Special Item No. 132-12 Maintenance, Repair Service and Repair Parts/Spare Parts Special Item No. 132-32 Term Software License Special Item No. 132-33 Perpetual Software Licenses Special Item No. 132-34 Maintenance of Software Special Item No. 132-50 Training Courses Special Item No. 132-51 Information Technology Professional Services Note; Contractor has been awarded alt SlNs under the Cooperative Purchasing and Disaster Recovery Programs. Mainline Information Systems, Inc. 1700 Summit Lake Drive Tallahassee, Florida 32317 (850) 219-5000 or 1 -800-811 -4429 v^wv.mainline.com Contract Number: GS-35F-0216L Period Covered by Contract: February 7, 2001 through February 6,2016 General Services Administration Federal Acquisition Service Pricelist current through Modification PO-0356. dated December 18, 2013 Products and ordering information in this Authorized FAS Infonnation Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service's Home Page via the Internet at http://www.gsa.gov/fas. Please contact Mainline for current prices for System z products. SIN 132-3 LEASING OF PRODUCT SIN 132-8 PURCHASE OF EQUIPMENT FSC CLASS 7010 - SYSTEM CONFIGURATION Professional Workstations Servers Large Scale Computers Other Systems Configuration Equipment, Not Elsewhere Classified FSC CLASS 7025 - INPUT/OUTPUT AND STORAGE DEVICES Printers Network Equipment Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Disk Storage Other Input/Output and Storage Devices, Not Elsewhere Classified - Installation (FPDS Code N070) for Equipment Offered - Deinstaliation {FPDS N070) - Reinstallation (FPDS N070) 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. SIN 132-12 - MAINTENANCE OF EQUIPMENT, REPAIR SERVICE, AND REPAIR PARTS/SPARE PARTS (FPDS Code J070 - Maintenance and Repair Scrvice)(Rcpair Parts/Spare Parts - See FSC Class for basic equipment) - Maintenance - Repair Service - Repair Parts/Spare Parts SIN 132-32 - TERM SOFTWARE LICENSES FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Large Scale Computers -Operating System Software SIN 132-33 - PERPETUAL SOFTWARE LICENSES FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Large Scale Computers -Operating System Software SIN 132-34 - MAINTENANCE OF SOFTWARE SIN 132-50 - TRAINING COURSES FOR INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (FPDS Code U012) SIN 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES FPDS Code D301 IT Facility Operation and Maintenance FPDS Code D302 IT Systems Development Services FPDS Code D306 IT Systems Analysis Services FPDS Code D307 Automated Information Systems Design and Integration Services FPDS Code D308 Programming Services FPDS Code D310 IT Backup and Security Services FPDS Code D311 IT Data Conversion Services FPDS Code D399 Other Information Technology Services, Not Elsewhere Classified Note 1: Alt non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot t>e purchased separately. Note 2: Ofterors and ordering activities are advised that the Group 70 - Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. ITiese services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes^ between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services. Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performed by the publisher or manufacturer or one of their authorized agents. TABLE OF CONTENTS INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS 4 TERMS AND CONDITIONS APPLICABLE TO LEASING OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLGY PRODUCTS (SPECIAL ITEM NUMBER 132-3) 11 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (SPECIAL ITEM NUMBER 132-8) 18 TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE, REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS FOR GOVERNMENT-OWNED GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT (AFTER EXPIRATION OF GUARANTEE/WARRANTY PROVISIONS AND/OR WHEN REQUIRED SERVICE IS NOT COVERED BY GUARANTEE/WARRANTY PROVISIONS)(SPECiAL ITEM NUMBER 132-12) 21 TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 24 TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF TRAINING COURSES FOR GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT AND SOFTWARE (SPECIAL ITEM NUMBER 132-50) 27 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51) 29 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS 32 BLANKET PURCHASE AGREEMENT (BPA) 33 BPA FORMAT GUIDELINES 34 CONTRACTOR TEAM ARRANGEMENTS 35 MAINLINE INFORMATION SYSTEMS, INC.'S INFORMATION TECHNOLOGY LABOR CATEGORY DESCRIPTIONS AND RATES 36 MAINLINE INFORMATION SYSTEMS, INC.'S AUTHORIZED GSA PRICING 39 INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS SPECIAL NOTICE TO AGENCIES: Small Busmess Participation SB A strongly supports the participation of small business concerns in the Federal Supply Schedules Program. To enhance Smal! Business Participation SB A policy allows agencies to include in their procurement base and goals, ihe dollar value of orders expected to be placed against the Federal Supply Schedules, and lo report accomplishments against these goals. For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the calalogs/pricelisls of at least three schedule conlractors or consider reasonably available information by using the GSA Advantage! ™on-line shopping service (www.gsa.gov/fas). The catalogs/pricelists, GSA Advantage!^'^and the Federal Acquisition Service Home Page (mv%v.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 io assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool lo assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelisls for a best value determination. For orders exceeding the micropurchase threshold, customers are lo give preference to small business concerns when two or more items al the same delivered price will satisfy their requirement. 1. GEOGRAPHIC SCOPE OF CONTRACT Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories. Offerors are requested to check one of the following boxes: [ ] The Geographic Scope of Contract will be domestic and overseas delivery, [ ] The Geographic Scope of Contract will be overseas delivery only. [X] The Geographic Scope of Contract will be domestic delivery only. 2. CONTRACTOR'S ORDERING ADDRESS AND PAYMENT INFORMATION Mainline Information Systems, Inc. 1700 Summit Lake Drive Tallahassee, Florida 32317 CONTRACTOR'S PAYM ENT ADDRESS: Mainline Information Systems, Inc. Dept. # 1659 P.O.Box 11407 Birmingham, AL 35246-1659 The following telephone number can be used by ordering activities to obtain technical and/or ordering assistance: (850)219-5183 Contractors are required to accept credit cards for payments equal to or less than the micro-purchase threshold for oral or written delivery orders. Credit cards will be accepted for payment over the micro-purchase threshold on a case by case basis. In addition, bank account Information for wire transfer payments will be shown on the invoice. 3. LIABILITV 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. Mainline Information Systems, Inc. GS-35F-02I6L Page 4 (850)219-5000 4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279 Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 62-691-6779 Block 30: Type of Contractor - C- Large Business Block 31: Woman-Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 59-2960721 4. a Contractor has registered with the Central Contractor Registration Database. CAGE Code: 043Z0 5. FOB DESTINATION 6. DELIVERY SCHEDULE a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below: SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO) 132-8 • 30 Days 132-32 30 Days 132-33 30 Days b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the Inquiry within 3 workdays af^er 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: None -Net 30 days from receipt of invoice or date of acceptance, whichever Is later. b. Quantity: None c. Dollar Volume: None d. Government Educational Institutions: None 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 applicable 10. SMALL REQUIREMENTS The minimum dollar value of orders to be Issued is $ 100. 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 (SlNs) Is $500,000: Special Item Number 132-3 - Leasing of Product Special Item Number 132-8 - Purchase of Equipment Special Item Number 132-12 - Maintenance of Equipment Special Item Number 132-32 - Term Software Licenses Special Item Number 132-33 - Perpetual Software Licenses Special Item Number 132-34 - Maintenance of Software Special Item Number 132-51 - Information Technology (IT) Professional Services Mainline Information Systems, Inc. GS-35F-0216L Page 5 (850)219-5000 b. The Maximum Order value for the following Special Item Number (SIN) is $25,000: Special Item Number 132-50 - Training Courses 12. ORDERING PROCEEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work. 13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS 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) Infonnation 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 "FfPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are Issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NTST), pursuant to National Security Act. Information conceming their availability and applicability should be obtained from the National Technical Infomiation 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 shoiild 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 conceming 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 requesfing Information by mail. Information conceming their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833. 14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored Into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are govemed 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 MuUiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges. (NOTE: Refer to FAR Part 31.205-46 Travel Costs, for allowable costs that pertain io official company business travel in regards to this contract.) (c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classificafions 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. Mainline Information Systems, Inc. GS-35F-02I6L Page 6 (850) 219-5000 (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. (1) 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 Govemment 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 govemed by labor laws (usually assessed a time and a half of the labor rate). 15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES Any ordering acfivity, 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 (I) Termination for the ordering activity's convenience, and (m) Termination for Cause (See C. 1.) 16. GSA Advantage! GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts Including, but not limited to: (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..gsa.gov/fas/. 17. PURCHASE OF OPEN MARKET ITEMS NOTE: Open Market items are also known as incidental Items, noncontract items, non-Schedule items, and Items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f). Mainline Information Systems, Inc. GS-35F-02I6L Page 7 (850) 219-5000 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 mcluded 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 conceming the products made in any literature, description, drawings and/or specifications fumished by the Contractor. b. The above Is not intended to encompass items not currently covered by the GSA Schedule contract. 19. OVERSEAS ACTIVITIES The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: None Upon request of the Contractor, the 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 effecfiveness of the BPA(s). Ordering acfivities 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, alterafion, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or Mainline Information Systems, Inc. GS~35F-02I6L Page 8 (850f2I9-5000 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 fumishing supplies or equipment under a supply contract. However, If the construction, alteration or repair Is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be Issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstaliation, and reinstallation services under SIN 132-8. 23. SECTION 508 COMPLIANCE If applicable, Section 508 compliance Information on the supplies and services In this contract are available in Electronic and Information Technology (EIT) at the following: www.malnllne.com The EIT standard can be found at: www.Sectlon5Q8.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 authorlzafion and include with each order (a) A copy of the authorization fi-om the ordering activity with whom the contractor has the prime contract (unless a copy was previously ftimished 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 govem." 25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN I997)(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 Govemment 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 Govemment 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.eov. Mainline Information Systems, Inc. GS-35F-02I6L Page 9 (850) 219-5000 27. ADVANCE PAYMENTS A payment under this contract to provide a service or deh'ver an article for the United States Govemment 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) Mainline Information Systems, Inc. GS-35F-0216L Page 10 (850) 219-5000 LEASE TYPES The ordering activity will consider proposals for the following lease types: a. Lease to Ownership, b. Lease with Option to Own, and c. Step Lease. Orders for leased products must specify the leasing type. OPTION 1 1. STATEMENT a. It is understood by all parties to this contract that orders issued under this SIN shall constitute a lease arrangement. Unless the ordering activity Intends to obligate other than annual appropriations to fund the lease, the base period of the lease is from the date of the product acceptance through September 30 of the fiscal year in which the order Is placed. b. Agencies are advised to follow the guidance provided In Federal Acquisition Regulation (FAR) Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering into any lease arrangement. 2. FUNDING AND PERIODS OF LEASING ARRANGEMENTS a. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies: (1) The base period of an order for any lease executed by the ordering activity shall be for the duration of the fiscal year. All ordering activity renewal options under the lease shall be specified In the delivery order. All orders for leasing shall remain In effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is eariier, unless the ordering activity exercises its rights hereunder to acquire title to the product prior to the planned expiration date or unless the ordering activity exercise its right to terminate under FAR 52.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year's funds or to otherwise commit the ordering activity to a renewal. (2) All orders for leasing shall automatically terminate on September 30, unless the ordering activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such orders of the ordering activity's Intent to renew. Such notice to renew shall not bind the ordering activity. The ordering activity has the option to renew each year at the original rate in effect at the time the order Is placed. This rate applies for the duration of the order. If the ordering activity exercises Its option to renew, the renewal order, shall be issued within 15 days after funds become available for obligation by the ordering activity, or as specified In the initial order. No termination fees shall apply if the ordering activity does not exercise an option. b. Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority to cross fiscal years with annual appropriations, the ordering activity may place an order under this option to lease product for a period up to the expiration of Its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years. 3. DISCONTINUANCE AND TERMINATION Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products leased under this agreement, at any fime during a fiscal year In accordance with the termination provisions contained in FAR 52.212-4. (I) Termination for the ordering activity's convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option. Mainline Information Systems, Inc. GS-35F-02I6L Page II (850)219-5000 *^L*-^**:^!*:^L*t****if******:^**:tf*it*!^**^.*:t ************************* OPTION 2 To the extent an Offeror wishes to propose altemative lease terms and conditions that provide for lower discounts/prices based on the ordering activity's stated Intent to fulfill the projected term of a lease including option years, while at the same time Including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity's financial obligation including any potential charges for early end of the lease. 1. LEASING PRICE LIST NOTICE Contractors must include the following notice in their contract price list for SIN 132-3: "The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease." 2. STATEMENT OF ORDERING ACTIVITY INTENT (a) The ordering acfivity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the "Lease Term"). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified In the order. Each lease hereunder shall be Initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction. (b) Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request Information fi-om the ordering activity conceming the essenfial use of the products. 3. LEASE TERM (a) The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product's published specifications and statement of work. Acceptance shall be in accordance whh the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor. (b) Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR 32.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for inhial base periods and opfion periods that cross fiscal years as long as the inifial base period or each option period does not exceed a 12 month period. Defense agencies must also consider DOD FAR supplement (DEAR) 232.703-3(b) in determining whether to use cross fiscal year funding. This cross fiscal year authority does not apply to multi-year leases. (c) The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the inifial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any eariier expiration date specified in the delivery order, or unfil the ordering activity exercises its rights hereunder to acquire title to the product prior to such expirafion date. The ordering activity, at hs discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SfN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an prder-by-order basis. (d) Where an ordering activity's specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering acfivity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstance. Mainline Information Systems, Inc. GS'35F-0216L . Page 12 (850) 219-5000 4. LEASE TERMINATION (a) The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity's representation of Its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein. (I) The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity's contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience In accordance with FAR 52.212-4 paragraphs (I) and (m). (ii) The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order's Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified In the delivery order or in the lease agreement. (b) Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity's contracting office responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (I), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year's payment obligations less payments made to date of termination plus the Termination Celling (c) Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds In an amount sufficient to make all payment for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity's contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph If (a) It no longer has a bona fide need for the product or functionally similar product; or (b) there Is a continuing need, but adequate funds have not been made available to the ordering activity In an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non- appropriation shall be provided to the Contractor upon request. (d) Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or Interest expense beyond the date of temilnation. In accordance with the bona fide needs mie, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration pf the lease term. (e) At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section. ************************************************************************************** LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE AGREEMENTS 1. ORDERING PROCEDURES (a) When an ordering activity expresses an interest In leasing a product(s), the ordering activity will provide the following information to the prospective Contractor: (I) Which product(s) is (are) required, (il) The required delivery date. (Hi) The proposed lease plan and term of the lease, (iv) Where the product will be located. Mainline Information Systems, Inc. GS-35F-02I6L Page 13 (850) 219-5000 (v) Description of the intended use of the product. (vi) Source and type of appropriations to be used. (b) The Contractor will respond with: (I) Whether the Contractor can provide the required product. (ii) The esfimated residual value of the product (Lease with Option to Own and Step Lease only), (ill) The monthly payment based on the rate. (iv) • The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items In accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment. (v) A confirmation of the availability of the product on the required delivery date, (vl) Extent of warranty coverage. If any, of the leased products. (vii) The length of time the quote is valid. (c) The ordering activity may Issue a delivery order to the Contractor based on the Information set forth in the Contractor's quote. In the event that the ordering activity does not issued a delivery order within the validity period stated In the Contractor's quote letter, the quote shall expire. 2. ASSIGNMENT OF CLAIMS GSAR 552.232-23, Assignment of Claims, is Incorporated herein by reference as part of these lease provisions. The ordering activity's contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.804-5. The extent of the assignee's protection Is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803. 3. PEACEFUL POSSESSION AND UNRESTRICTED USE In recognition of the types of products available for lease and the potential adverse Impact to the ordering activity's mission, the ordering activity's quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or In the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering acfivity, and will not change the ordering activity's duties or increase the burdens or risks imposed on the ordering activity. 4. COMMENCEMENT OF LEASE:The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified In the order. 5. INSTALLATION AND MAINTENANCE a. Installafion and Maintenance, when applicable, normally are not Included In the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor's schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is In effect for the Lease term for all products leased. b. When Installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated In this contract apply. The rates and terms and condhions in effect at the time the order Is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties. 6. MONTHLY PAYMENTS a. Prior to the placement of an order under this Special item Number, the ordering activity and the Contractor must agree on'a "base value" for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Opfion to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculafion of the original lease payment, lease Mainline Information Systems, Inc. GS-35F-0216L Page 14 (850)219-5000 extension payments, and the purchase option price. b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: 7.63Vo over the rate for the three year (or other term) Treasury Bill (T- bill) at the most current U. S. Treasury auction. The lease payment may be calculated by using a programmed business calculator or by using "rate" functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel). c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 6.b. above. d. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less. NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamoritized principle. The methodology for determining lump sum payments may be identified in the pricelist. e. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment. 7. LEASE END/DISCONTINUANCE OPTIONS a. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non- Appropriation, the ordering activity will retum the Product to the Contractor unless the ordering activity by 30 days written notice elects either: (i) to purchase the product for the residual value of the product, or (li) to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease arid new lease payments shall be computed. b. Relocation - The ordering acfivity may relocate products to another location within the ordering activity wilh prior written notice. No other transfer, including sublease. Is permitted, ordering activity shall not assign, transfer or otherwise dispose of any products, or any Interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or it's assigns. c. Retums: (i) Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment In accordance with manufacturer's specifications and retum the products to Contractor at the location specified by Contractor In the continental US, in the same condhion as when delivered, ordinary wear and tear excepted. Any expenses necessary to retum the products to good working order shall be at ordering activity's expense. (ii) The Contractor shall conduct a fimely Inspection of the returned products and within 45 days of the retum, assert a claim if the condition of the product exceeds normal wear and tear. (ill) Product will be retumed in accordance with the terms of the contract and in accordance with Contractor instruction. . (iv) With respect to software, the ordering activity shall state in writing to the Contractor that it has: (1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) retumed all software documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the retumed software. Mainline Information Systems, Inc. GS-35F-02I6L Page 15 (850) 219-5000 8. UPGRADES AND ADDITIONS: a. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions: (1) can be removed without causing material damage to the product; (2) do not reduce the value of the product; and (3) are obtained from or approved by the Contractor, and are not subject to the Interest of any third party other than the Contractor. b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which: (1) were not leased from the Contractor, and (2) are readily removable without causing material damage or impairment of the Intended functio'n, use, or value of the product, and restore the product to its original configuration. c. Any additions that are not so removable will become the Contractor's property (lien free). d. Leases of addhions and upgrades must be co-terminus with that of the product. 9. RISK OF LOSS OR DAMAGE The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation. 10. TITLE During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided In this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and sofhvare licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided In the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity's encumbered license rights In the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until It has made all lease payments for the full Lease Term In the case of an Lease To Ownership or has otherwise paid the applicable purchase option price. n. TAXES The lease payments, purchase opfion prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product fumished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 (Deviation - May 2003), State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax. 12. OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5) (a) The Govemment may purchase the equipment provided on a lease or rental basis under this contract. The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto. (b) Except for final payment and transfer of title to the Govemment, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day Immediately preceding the effective date of purchase specified in the unilateral modification required In paragraph (a) of this clause. (c) The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required In paragraph (a) of this clause, on the basis of the purchase price set forth In the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract. Mainline Information Systems, Inc. GS-3SF-0216L Page 16 (850) 219-5000 (d) The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Govemment contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be "confinuous rental." Mainline Information Systems, Inc. GS-35F-02I6L Poge 17 (850) 219-5000 [(SBEeMlllItTtEMtlVilIMBE-RTO MATERIAL AND WORKMANSHIP All equipment fumished hereunder must satisfactorily perform the function for which it is intended. 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 Installafion date specified in the original order. For credit card orders and BPAs, telephone orders are permissible. TRANSPORTATION OF EQUIPMENT FOB DESTINATION. Prices cover equipment delivery to destination, for any location within the geographic scope of this contract. INSTALLATION AND TECHNICAL SERVICES a. INSTALLATION. When the equipment provided under this contract is not normally self-Installable, the Contractor'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, if any, for such services are listed In the price schedule. b. 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 direcdy 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 fumishing 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 fumishing supplies or equipment under a supply contract. However, if the construction, aheration or repair Is segregable' and exceeds $2,000, then the requirements of the Davis- Bacon Act applies. The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations Is made for applicable constmction classified installation, deinstaliation, and relnstallafion services under SIN 132-8. c. ^ OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided with the equipment being purchased. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to Inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment al no Increase in contract price. The ordering activity must exercise Its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change Is due to the defect In the item. Mainline Information Systems, Inc. (850) 219-5000 GS-35F-0216L Page 18 6. WARRANTY a. Unless specified otherwise In this contract, the Contractor's standard commercial warranty as stated In the contract's commercial pricelist will apply to this contract. The following warranty shall apply to the machines described herein, except when such machines are relocated outside of the United States to a location where IBM Is not providing maintenance or installation services for such machines under this Contract. IBM warrants that each IBM machine or model upgrade Is free from defects in materials and workmanship and conforms to Its specifications. The warranty period for a Machine is a specified, fixed period commencing on its Date of Installation. During the warranty period, IBM provides repair and exchange at no additional charge. If a machine does not function as warranted during the warranty period, and IBM is unable to either I) make it function as warranted or 2) replace it with one that is at least functionally equivalent, the Ordering Acfivity may return the machine to IBM for a refund. Any such replacement machine shall have the remaining unexpired warranty, if any, of the replaced machine. The duration of the warranty period for each machine, including all features installed thereon, and field installable model conversions is a specified fixed period, as shown in the Appendix, commencing on its Date of installation. During the warranty period, IBM wilt provide warranty service under the type of service designated for the Machine and will manage and install engineering changes that apply lo the Machine. For IBM to provide warranty service for a feature, conversion, or upgrade, IBM may require that the Machine on which it is installed be (1) for certain machines, the designated, serial-numbered Machine and (2) at an engineering change level compatible with the feature, conversion, or upgrade. Many of these transactions involve the removal of parts and their retum lo IBM. The Ordering Acfivity represents that all removed parts are genuine and unaltered. A part that replaces a removed part will assume the warranty service status of the replaced part. If, fiowever, the Ordering Activity wishes to retain replaced parts for security purposes, the Ordering Activity agrees lo pay IBM's then current purchase price for any retained parts. Warranty service provided under this Contract does not assure uninterrupted operation of the machines. IBM, may, at its option, store on the Ordering Activity's premises, maintenance equipment and/or parts thai IBM deems necessary to fulfill this warranty. Personnel shall have full and free access to the machines to provide service thereon. The Ordering Activity shal! promptly inform IBM of any change in the machines' location during the warranty period. Programming designated by IBM for use with a machine and for which programming services are available will conform to IBM's official published specifications when shipped to the Ordering Activity If properly used on such machine. Thereafter, IBM will provide programming services for the duration of their availability. IBM will determine such duration. IBM will fumish the specificafions upon request. All programming for which no programming services are available distributed on an 'AS IS" basis without warranty. IBS/1 shall nol be responsible for failure to provide service or parts due to causes beyond its control or required to adjust or repair any machine or part if il would be Impractical lo do so because of alterations made by or on behalf of the Ordering Activity in the machine, or Its connection by mechanical or electrical means to another machine or device. This Warranty shall apply only to the Ordering Activity as original purchaser. • To ensure continuity of service upon expiration of the warranty period, users should include provisions for maintenance service under Special Item 132-12 of this contract, in their order. Phone numbers for placing warranty service calls are: Telephone: 1-888-426-4343 Fax: 1-888-520-0533 IBM Express Services Inside Sales 3200 Windy Hill Rd Atlanta, GA 30339 Mainline Information Systems, Inc. GS-35F-0216L Page 19 (850)219-5000 • b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. d. If Inspection and repair of defective equipment under this warranty will be performed at the Conlractor's plant, the address Is as follows: 7. 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, or the ordering activity purchase price in effect on the installation date (or delivery date when Installation is not applicable), whichever is less. 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, and shall include all costs. If any, of such compliance in the prices quoted in this offer. 9. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT When an ordering activity determines that Informafion Technology equipment vrill be replaced, the ordering activity shall follow the contracting policies and procedures In the Federal Acquisifion 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). Mainline Information Systems, Inc. GS-35F-0216L Page 20 (850)219-5000 SERVICE AREAS Maintenance and repair will be performed atthe Ordering Activity Installation site. Please call 1-850-219-5183 for assistance. 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 for the duration of the contract period or a lessor period of time, for the equipment shown in the pricelist. Maintenance service 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 may be discontinued by the Ordering Activity on thirty (30) calendar days written nofice, 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 fumished 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 office's specific appropriation authority provides for ftinds in excess of a 12 month, fiscal year period, the ordering office may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the Intervening fiscal years. f. Ordering offices should notify the Contractor in writing thirty (30) calendar days prior to the expiration of maintenance service. 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. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS a. Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements (BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this contract. Orders for repair service shall not extend beyond the end of the contract period. b. When repair service is ordered, only one chargeable repairman shall be dispatched to perform repair service, unless the ordering office agrees, in advance, that addifional repair personnel are required to effect repairs. Mainline Information Systems, Inc. (850)219-5000 GS.35F-0216L Page 21 4. LOSS OR DAMAGE When the Contractor removes equipment to his establishment for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment Is removed from the Ordering Activity installafion, until the equipment is returned to such installation. 5. SCOPE a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the Ordering Activity agency during the contract term. 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, 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, if 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 are to be bome by the Ordering Activity, in accordance with the provisions of Special Item Number 132-12 (or outside the scope of this contract). 6. 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. b. Subject to security regulations, the Ordering Activity shall permit access to the equipment which Is to be maintained or repaired. 7. RESPONSIBILITIES OF THE CONTRACTOR For equipment not covered by a maintenance contract or warranty, the Contractor's repair service personnel shall complete repairs as soon as possible after notification by the Ordering Activity that service is required. 8. MAINTENANCE RATE PROVISIONS a. 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 maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the Ordering Activity location. c. 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 (in accordance with the Joint Travel Regulations or Federal Travel Regulations, as applicable). 9. REPAIR PARTS/SPARE PARTS RATE PROVISIONS All parts, fumished as spares or as repair parts In connection with the repair of equipment, unless otherwise indicated in this Pricelist, shall be new, standard parts manufactured by the equipment manufacturer. All parts shall be fiimished at prices indicated In IBM's then current commercial pricelist. 10. GUARANTEEAVARRANTY—REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS a. REPAIR SERVICE All repair work will be guaranteed/warranted for a period of thirty days from the time of the repair. b. REPAIR PARTS/SPARE PARTS All parts, furnished either as spares or repairs parts will be guaranteed/warranted for a period of ninety days from the date of installation on the machine(s). The Ordering Activity shall pay for all parts fumished at the prices in effect at the time of the order. Mainline Information Systems, Inc. GS-35F-0216L Page 22 (850)219-5000 II. INVOICES AND PAYMENTS a. Maintenance Service (1) Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. (2) Payment for maintenance service of less than one month's duration shall be prorated at l/30th of the monthly rate for each calendar day. b. Repair Service and Repair Parts/Spare Parts Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of work. Payment under blanket purchase agreements will be made quarterly or monthly, except where cash payment procedures are used. Invoices shall be submitted separately to each Ordering Activity office ordering services under the contract. The cost of repair parts shall be shown as a separate item on the Invoice, and shall be priced in accordance with paragraph #9, above. PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Mainline Information Systems, Inc. GS-35F-0216L Page 23 (850)219-5000 HirfE'M™ WRROSEGQMMERGIAIMNF.ORMM'I^^ 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconfomiing software at no increase In contract price. The ordering activity must exercise Its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs In the condition of the software, unless the change Is due to the defect in the software. 2. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract, the Contractor's standard commercial guarantee/warranty as stated in the contract's commercial pricelist will apply to this contract. Through IBM, All software fumished pursuant to the terms of this contract will be unconditionally guaranteed for defects in the software or the disk for a period of one (1) year, beginning on the first day of acceptance. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. c. Limitation of Liability. Except as otherwise provided by an express or Implied warranty, the Confractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies In accepted Items. 3. TECHNICAL SERVICES The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number 1-800-426-7378 for the purpose of providing user assistance and guidance In the Implementation of the software. The technical support number is available from 8 A.M to 5 P.M., Monday through Friday. 4. SOFTWARE MAINTENANCE a. Software maintenance as It Is defined: (select software maintence type): X 1. Software Maintenance as a Product Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in ftincllon and technology to maintain the operability and usability of the software product. Tt 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 fomms, 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 include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. X 2. Software Maintenance as a Service Software maintenance as a service creates, designs, implements, and/or Integrates customized changes to software that solve one or more problems and Is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. Mainline Information Systems, Inc. GS-35F-0216L Page 24 (850) 219-5000 b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 5. PERIODS OF TERM LICENSES (132-32) AND MAINTENANCE (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 lo be temiinated 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. 6. UTILIZATION LIMITATIONS - (132-32,132-33, AND 132-34) a. Software acquisition is limited lo commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified. (2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation In connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as Is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's"permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with Mainline Information Systems, Inc. GS-35F-0216L Page 25 (850) 219-5000 the computer for which it is acquired at any other facility to which that computer may be transferred, or In cases of disaster recovery, the ordering activity has the right to transfer the software to another site If the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is Inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, Including this clause, "Utilization Limitations" are the only goveming terms and conditions, and shall take precedence and supersede any different or additional terms and conditions Included In the standard commercial legend. 7. SOFTWARE CONVERSIONS - (132-32 AND 132-33) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another Is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version. 8. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor shall Include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered. 9. RIGHT-TO-COPY PRICING The Contractor does not offer right-to-copy licenses. Mainline Information Systems, Inc. GS-35F-0216L Page 26 (850) 219-5000 r(SBEei^lil?T»EMMt^MBERfl'^^^^ SCOPE a. The Contractor shall provide training courses normally available to commercial customers, which wil! permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor shall provide training at the Contractor's facility and/or at the ordering activity's location, as agreed to by the Contractor and the ordering activity. 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. TIME OF DELIVERY The Contractor shall conduct training on the date (time, day; month, and year) agreed to by the Contractor and the ordering activity. CANCELLATION AND RESCHEDULING a. The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class. b. In the event the ordering activity falls to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge. c. The ordering activity reserves the right to substitute one student for another up to the first day of class. d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering acfivity at least seventy-two (72) hours before the scheduled training date. FOLLOW-UP SUPPORT The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact the Contractor's Instructors for refresher assistance and answers to related course curriculum questions. 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. 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). PROIVTPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Mainline Information Systems, Inc. (850)219-5000 GS-35F-0216L Page 27 8. FORMAT AND CONTENT OF TRAINING a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class. b. **If applicable** 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 Contractor shall provide the following Informafion 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 dally living expenses (e.g., per diem charges) are govemed 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 perfomied. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges. Mainline Information Systems, Inc. GS-35F-0216L Page 28 (850)219-5000 1. SCOPE a. The prices, terms and conditions stated under Special Item Number 132-51 information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor's facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 2. PERFORMANCE INCENTIVES a. Performance Incentives m&y be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract In accordance with this clause. b. The ordering activity must establish a maximum performance incentive price for these 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. 3. 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) Avallabllity 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. 4. 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 IT 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 Govemment per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 5. 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 Mainline Information Systems, Inc. GS-35F-0216L Page 29 (850) 219-5000 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 Govemment, 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 properiy 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 resuUing 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. 6. 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-Tlme-and-Materials and Labor-Hour (JAN 1986) (Deviation - May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract. 7. 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 of a task order is software, then FAR 52.227-14 (Deviation - May 2003) Rights in Data - General, may apply. 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Services. 9. INDEPENDENT CONTRACTOR All IT 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. 10. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. "Contractor" means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract. "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. An "Organizational confiict 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 (1) 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. Mainline Information Systems, Inc. GS-35F-0216L Page 30 (850) 219-5000 b. To avoid an organizational or financial confiict 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 shal! 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. 11. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices for IT 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. 12. 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-Materlals and Labor-Hour Conttacts at FAR 52.232-7 (DEC 2002), (Alternate II - Feb 2002) (Deviation - May 2003) 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 52.232-7 (DEC 2002), (Altemate II - Feb 2002) (Deviation - May 2003)) 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: (a) The Government contemplates award of a TIme-and-Materials or Labor-Hour type of contract resulting from this solicitation. (b) 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— (1) The offeror; (2) Subcontractors; and/or (3) Divisions, subsidiaries, or affiliates of the offeror under a common control. 13. RESUMES Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 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 may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for In a task order. 16. SUBSTITUTIONS Mainline Information Systems, Inc. reserves the right to make the following substitutions in the education and/or experience requirements of any of the service skill categories set forth herein. 1. One year of experience Is the equivalent of one year of education. 2. One year of education is the equivalent of one year of experience. 3. Certification related to the technology is equivalent to two years of experience or education requirement. 17. DESCRIPTION OF IT SERVICES AND PRICING Please refer to the labor category descriptions and pricing incorporated into this GSA Pricelist. Mainline Information Systems, Inc. GS-35F-02I6L Page 31 (850)219-5000 PREAMBLE Mainline information Systems, Inc. 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-prot^g^ 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 idenfify 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. To accelerate potential opportunities please contact Rob Butler Phone: (850)219-5183 Fax: (800) 766-7294 rob.butler(a)mainlinc.com Mainline Information Systems, Inc. (850) 219-5000 GS-35F-0216L Page 32 THE FOLLOWING ISA SUGGESTED BLANKET PURCHASE AGREEMENT (BPA) FORMA T 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 repethlve, 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 . Confractor Date Mainline Information Systems, Inc. GS-35F-0216L Page 33 (850) 219-5000 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 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 temis 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. Mainline Information Systems, Inc. GS-35F-0216L Page 34 (850) 219-5000 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. Mainline Information Systems, Inc. GS-35F-0216L Page 35 (850)219-5000 fHAINLINE INFOimA TION SYSTEf^Sy INC INFORfMA TION TECHNOLOGY LABOR CATEGORY DESCRIPTIONS AND RATES Job Title; Senior Systems/Applications Engineer GSA Rate: $142.41 Minimum / General Experience: • Knows one or more Technologies. Examples include, but are not limited to: OS/390, VSE, VM, Linux, MS, AIX, Solaris, OS/400, or Cisco. • Has knowledge of Hardware Platforms and Operating Platforms, such as, but not limited to: Storage, Server Consolidation; Virtualization, Systems Administration, or COOP/Dlsaster Recovery. • Knows Sub System or Software Products. Examples Include, but are not limited to: CICS, DB2, IMS DB or DC, MISERIES, WEBSPHERE, Tivoli, Rational, VMware, or Persystent. Functional Responsibility: Perform Senior Systems/Applications Engineer activities, as it relates to: Operating System/Network Software installation. Customization, Migration and Implementation. Sub System/Application Software Installation, Customization, Migrafion and fmpiementation. Performance Tuning and Capacity Planning. Senior Systems/Applications Engineer Staff Augmentation. Software Product Installation, Customization, Migrafion, Conversion and Implementation. Technical Team Lead in areas of Technical Expertise. Perform the Senior Systems/Applications Engineer activities as It associates with Software/Hardware Installation/Replacement. Education and Experience: • 5 years of experience in the field • Certification In applicable Technology • Associates Degree Job Title: Systems/Applications Engineer GSA Rate: $132.92 Minimum / General Experience: • Knows one or more Technologies. Examples Include, but are not limited to: OS/390, VSE, VM, Linux, MS, AIX, Solaris, OS/400, or Cisco. • Has knowledge of Hardware Platforms and Operafing Platforms, such as, but not limited to: Storage, Server Consolidation, Virtualization, or COOP/Dlsaster Recovery. • Knows Sub System or Software Products. Examples include, but are not limited to: CICS, DB2, IMS DB or DC, MQSERIES, WEBSPHERE, Tivoli, Rational, VMware, or Persystent. Functional Responsibility: Perform Systems/Applications Engineer acfivities, as it relates to: Operating System/Network Software Installation, Customization, Migration and Implementation. Sub System/Application Software Installation, Customization, Migration and Implementation. Performance Tuning and Capacity Planning. Systems/Applications Engineer Staff Augmentation. Software Product Installation, Customization, Migration, Conversion and Implementation. Perform the Systems/Applications Engineer activities as It associates with Software/Hardware installation/Replacement. Education and Experience: • 2 years of experience in the field • Certification In applicable Technology • Associates Degree Mainline Information Systems, Inc. GS-35F-0216L Page 36 (850) 219-5000 Job Title: Advanced Architect GSA Rate: $253.02 Minimum / General Experience: • Knows one or more Operating Systems. Examples Include, but are not limited to: OS/390, VSE, VM, Linux on the 390, i5/0S (OS/400), Linux, AIX, Microsoft Windows 2000, Windows Server 2003, Windows NT, or Solaris. • Has detailed knowledge of IBM or third party Vendor Utilities necessary to perform the task assigned. • Knows Architectural Operating Systems Constructs and related processes. • Knows applicable IBM or third party System Software Products. Functional Responsibility: Perform Advanced Architect activities, as it relates to: • Assessment, Design and Integrafion of Business and Enterprise Systems or Network Architectures. • High Availability and Redundant Data Storage Customization, Migration and Implementation. • Operating System, Network and Application Security assessments. • Program Management of Operating Systems Installation, Customization, Migration and implementation. • Technical Lead for Complex System Software Installafion, Customization, Migration and Implementation. • Assess, Analyze, Design, and Implements Processes for Operating Systems Asset Management, Performance Monitoring, and Quality Assurance. • Performance Optimization and Capacity Planning. Education and Experience: • 10 years of experience in the field • Master's Degree In Computer Science, Information Systems, or related field Job Title: Senior Risk Assessment Consultant GSA Rate: $204.03 Minimum / General Experience: • Knows Network Operating Architectures and Security Infrasfructure. • Understands High Availability, Redundant Data Storage strategies, and Data Recovery. • Knows the Risk Management practices and strategies set forth by the Project Management Institute (PMI) and the PMBOK (Project Management Book of Knowledge) as It relates to Information Technology. • Has knowledge of IBM and other third party Security Products. • Knows one or more Operating Systems. Examples include, but are not limited to; OS/390, VSE, VM, Linux on the 390, i5/0S (OS/400), Linux, AIX, Microsoft Windows 2000, Windows Server 2003, Windows NT, or Solaris. Functional Responsibility: Perform Senior Risk Assessment Consultant activities, as It relates to: • Assessment, Design and Integration of Business and Enterprise Systems, Network Architectures, Data Backup and Recovery, and Business Continuity. • Defines System Performance Measurements and Risk Mitigation strategies for IT and Network Infrastructure, and Business Applications. • Establishes Risk Management Policies and Procedures, Priorities, and Guidelines on Risk Limits. • Conducts Performance Reviews Involving Operating System, Network and Application Interfaces. • Provides Project/Program Management activities for complex Operating Systems Installation, Customization, Migrafion and Implementation. • Project Manager Role In at least three successful projects. • Assess, Analyze, Design, and Implements Processes for Performance Monitoring and Quality Assurance. Education and Experience: • 7 years of experience in the field • Certificatlon(s) In applicable Technology • BS/MS in Computer Science, Information Systems or related field Mainline Information Systems, Inc. GS-35F-0216L Page 37 (850) 219-5000 Job Title: Advanced Technology Systems/Applications Engineer GSA Rate: $181.36 Minimum / General Experience: \ Develops Applications in at least two of the following disciplines: Systems Analysis, Systems Programming, Application Programming, and Equipment Analysis. Performs Leadership Role on Small to Medium size teams responsible for the Application or System Integration of Advanced Technologies, Including Intemet Protocols or Web-Based Technologies. Performs Network Management functions related to the Operation, Performance or Availability of Data Communications Networks. Has advanced knowledge of Network Operafing Systems. Has knowledge of one or more Hardware Platforms and Operating Platforms, such as, but not limited to: Storage, Server Consolidation, Network Infrastriicture, Virtualization, Systems Administration, or COOP/Disaster Recovery. Knows one or more Technologies. Examples include, but are not limited to: OS/390, VSE, VM, Linux, MS, AIX, Solaris, OS/400, Cisco lOS, HTML, CGI applications, PERL or Javascript, or Java. Knows Sub System or Software Products. Examples include, but are not limited to: CICS, DB2, IMS DB or DC, MQSERIES, WEBSPHERE, Tivoli, Rational, VMware, or Persystent. Functional Responsibility: Perform Advanced Technology Systems/Applications Engineer acfivities, as h relates to: • Translates Application and Systems Requirements into Web-Based Solutions using available technology. • Applies New and Emerging Technologies to the Software Development process. • Technical Team Lead in areas of Technical Expertise. • Operating System/Network Software installation, Customization, Migration and Implementation. • Sub System/Application Software Installation, Customization, Migration and Implementation. • Performance Tuning and Capacity Planning. • Software Product Installation, Customization, Migration, Conversion and Implementation. • Perform the Advanced Technology Systems/Applications Engineer activities as it associates with Software/Hardware Installation/Replacement. Education and Experience: • 5 years of experience in the field • Certification(s) in applicable Technology • BS/MS in Computer Science, Information Systems or related field Mainline Information Systems, Inc. GS-35F-0216L Page 38 (850) 219-5000 MAINLINE INFORM A TION SYSTEMS, INC. 'S AUTHORIZED GSA SCHEDULE CONTRACT PRICING ISIN rRjrSlfoEeriesl 132-34 Mainline Information Systems, Inc. < 100 MIPS (per month) $2,267.00 132-34 Mainline Infomiation Systems, inc. 101 -300 MIPS (per month) $3,627.20 132-34 Mainline Information Systems, inc. 301 MIPS - 600 MIPS (per month) $4,987.41 Hill 111 hflgrffeifci ^(lljlfs/images iuntiiflitj6h<aln.ftTTTT^.fSTgf>,iiuaj:HTOfTnRT;^ fsysteni?) 132-34 Mainline information Systems, Inc. 1 Year (Annual Price per IFL) $5,894.21 132-34 Mainline Information Systems, Inc. 3 Years (Annual Price per IFL) $9,974.81 Mainline Information Systems, Inc. (850)219-5000 GS-35F-0216L Page 39