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Home My WebLink AboutContract 42206 CITY SECRETARY CONTRACT NO, CU0 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and STRICKLAND CONSULTING, INC, a Maryland corporation and acting by and through Susan Davidson, its duly authorized President, each individually referred to as a "party"and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A-Statement of Work plus any amendments to the Statement of Work 3. Exhibit B-Network Access Agreement 4. Exhibit C-GSA Agreement GS-35F-0540M All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Engineering services to assist the City of Fort Worth (CFW) to upgrade the current VMware Virtual Infrastructure 3 environment to VMware vSphere (Virtual Infrastructure 4). Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement("Effective Date")and shall continue in full force and effect until completion of all services contemplated herein but no later than December 2, 2011, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $25,087.68 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "A," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other pa nptice of termination. Professional Services Agreement OFFICIAL RECORD Strickland Consulting, Inc LFT. SECRETARY Page 1 of 12 ��.�.�y �� Revised June 4,2010 03-> 1 -1 1 A11 :_`,7 1 iJ 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent, Professional Services Agreement Strickland Consulting, Inc Page 2 of 12 Revised June 4, 2010 representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co- employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. Professional Services Agreement Strickland Consulting,Inc Page 3 of 12 Revised June 4,2010 9. ASSIGNMENT AND SUBCONTRACTING Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned (c) Worker's Compensation-Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability(E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information Professional Services Agreement Strickland Consulting, Inc Page 4 of 12 Revised June 4, 2010 (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Professional Services Agreement Strickland Consulting, Inc Page 5 of 12 Revised June 4,2010 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Strickland Consulting, Inc Attn: Karen Montgomery,Assistant City Manager Attn: Susan Davidson 1000 Throckmorton 19206 Ranworth Drive Fort Worth TX 76102-6311 Germantown MD 20874 Facsimile: (817) 392-8654 Facsimile: 301-540-8606 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Professional Services Agreement Strickland Consulting.Inc Page 6 of 12 Revised June 4, 2010 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 27. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "B" and incorporated herein for all purposes. 28. IMMIGRATION NATIONALITY ACT. Professional Services Agreement Strickland Consulting,Inc Page 7 of 12 Revised June 4,2010 The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Strickland Consulting,Inc Page 8 of 12 Revised June 4, 2010 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of C c,l��20 . STRICKLAND CONSULTING INC.: ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name.-3L4-,5 t4,� Title: BY Date: S I fit' c7 t Karen L. Montgomery Assistant City Manager �} ATTEST: Date: � �-7 . �� ATT 0 0 oO�oIJ�� By: a o° o dd Marty Hendrix TS 0 �, City Secretary v o o ,y0 U YY '00 00o TAy 0000000 ze APPROVED AS TO FORM AND LEGALITY:--- - a� ja MP MalesNq B. Farmer Assistant City Attorney CONTRACT ��AUTHORIZATION: Date Approved: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement Strickland Consulting,Inc Page 9 of 12 Revised June 4,2010 EXHIBIT A STATEMENT OF WORK Professional Services Agreement Strickland Consulting. Inc Page 2 of 11 Revised June 4, 2010 ickland resulting, Inc. 19206 Ranworth Drive Germantown, MD 20874 June 1, 2011 City of Fort Worth IT Solutions Department 1000 Throckmorton St. Fort Worth, TX 76102 Subject: VMware vSphere Upgrade Proposal Thank you for the opportunity to present our VMware vSphere Upgrade proposal. Included in the proposal is pricing for engineering services to assist the City of Fort Worth to upgrade the current VMware Virtual Infrastructure 3 environment to VMware vSphere (Virtual Infrastructure 4). Strickland Consulting is fully committed to ensuring the success of this project. If we can provide additional information, please do not hesitate to contact me at 301-540- 4688. My e-mail address is susan.davidson@strickland-inc.com. Sincerely, �54,4' 44, Susan Davidson President Phone: 301-540-4688 Fax: 240-401-0279 1[nsulting, ckland Proposal Inc. VMware vSphere Upgrade Proposal Strickland Consulting, Inc. 19206 Ranworth Drive Germantown, MD, 20874 Phone: 301-540-4688 City of Fort Worth Fax: 301-540-8606 E-mail: info@strickland-inc.com IT Solutions Department Website: www.strickland-inc.com 1000 Throckmorton Street Fort Worth, TX 76102 Contents PROPOSAL................................................2 VMWARE VSPHERE UPGRADE PROPOSAL................................................2 INTRODUCTION ........................................3 COMPANY BACKGROUND.......................3 SCOPE OF WORK.....................................4 DELIVERABLES........................................5 ASSUMPTIONS..........................................6 PROJECT SCHEDULE ..............................7 PRICING...................................................10 ADMINISTRATIVE INFORMATION..........11 VMware vSphere Upgrade Introduction Strickland Consulting offers this proposal to provide engineering services to assist the City of Fort Worth(CFW) to upgrade the current VMware Virtual Infrastructure 3 environment to VMware vSphere(Virtual Infrastructure 4). The upgrade process will include the migration of nine(9) ESX 3.5 hosts to ESXi 4.1 U1. VMware is transitioning away from the classic VMware ESX hypervisor architecture, which is based on a Console Operating System(COS), in favor of its newer, lightweight hypervisor architecture, also referred to as VMware ESXi. VMware is encouraging all its customers to migrate to ESXi, as all future releases will be concentrated on ESXi. (httv://www vmware com/products/vsphere/esxi-and-esx/upgrade html). This proposal will assist the CFW to migrate nine(9)ESX 3.5 hosts to the most current release to date (version ESXi 4.1 Update 1). Company Background Strickland Consulting, Inc. is a small, woman-owned business that was incorporated in Maryland in 1999. Strickland Consulting specializes in Virtual Infrastructure(VI) services for disaster recovery, virtual desktop computing, server consolidation, and the virtualization of test/development environments. We are a certified, VMware Enterprise Solutions Provider and Enterprise reseller. We also represent several "best of breed" virtual infrastructure solutions that assess, streamline, enhance and manage virtual environments. We are also a NetIQ "go to"Consulting Partner, and a Microsoft Partner. Strickland Consulting is dedicated to providing customers with seamless deployments, comprehensive knowledge transfers and constantly strives to provide customers with the best business value, technology fit and financial return possible. All materials and information contained in this document are proprietary to Strickland Consulting.Inc.and are to be treated confidentially by all recipients. Acceptance of delivery of this document constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this document may be reproduced or transmitted in anv form or b_v an_y means without Strickland's expressed written consent. Page 3 of 12 VMware vSphere Upgrade Scope of Work This section outlines Strickland Consulting's engineering services offered under this proposal. • Provide knowledge transfer and guidance in best practices for migrating from ESX 3.5 toESXi 4.1. o Provide briefing on differences between ESX and ESXi hypervisor architecture. o Provide briefing on management of ESXi using remote command line interface(vCLI), Direct Console User Interface(DCUI), and Tech Support Mode. • Assist the CFW in preparing project documentation for the Change Control Board. • Provide: o Test Plan o Implementation Plan o Validation Plan o Back Out Plan The CFW's two test ESX 3.5 hosts will be used to develop the step-by- step migration procedures and the project documentation listed above. • Assist the CFW to upgrade VMware licenses from ESX 3.5 to ESX 4.1. • Provide engineering services to migrate nine(9)ESX 3.5 hosts to ESXi 4.1 update 1. o Migrate five(5)production ESX 3.5 hosts o Migrate two (2) test ESX 3.5 hosts o Migrate two (2)Virtual Desktop Infrastructure(VDI)hosts o Ensure each ESX 4.1 host is licensed under the new vCenter 4.1 license server • Provide engineering services to upgrade vCenter 2.x to vCenter 4.1 Update 1. o vCenter 4.1 will require the Windows 2008 R2 x64 operating system (supplied by the CFW). This is expected to run as a virtual machine. o Install VMware vSphere Command Line Interface (vSphere CLI) on the vCenter server. o Install VMware vSphere Management Assistant(vMA) virtual appliance on an ESXi 4.1 host. 411 materials and in/ormation contained in this document are proprietan to Strickland Consulting.Inc.and are to be treated con/identiall,v by all recipients. Acceptance of delirery o(this document constitutes acknowledgment of the con/idendal relationship under which disclosure and delirery are made. No part o_(this document may he reproduced or transmitted in anv/orm or b_t an_t' means without Strickland's expressed written consent. Page 4 of 12 VMware vSphere Upgrade • Provide engineering services to install and configure Dell OpenManage agents on each ESXi 4.1 host. Install and configure the Server Administrator Web Server on a proxy management station(virtual machine) supplied by the CFW. • Provide engineering services to upgrade VMware tools in the virtual machines. o Use vCenter Update Manager to perform the VMware Tools upgrade in the virtual machines. This will require a reboot of the virtual machines. • Provide engineering services to upgrade the virtual machines to version 7. o Use vCenter Update Manager to perform the virtual machine upgrades to version 7. This will require a reboot of the virtual machines. Participation of the Strickland Consulting engineer in the upgrade of the VMware tools and the virtual machine hardware version will be limited to time available. The engineer will assist the CFW staff in upgrading a small group of virtual machines (up to 15) and will ensure that the upgrade procedure is understood by the CFW staff. This task is repetitive in nature and the CFW will be able to complete the virtual machine upgrade process on their own. Deliverables • One(1)vCenter 2.x upgraded to vCenter 4.1 Update 1 • Nine(9) ESX 3.5 hosts migrated to ESXi 4.1 update 1 o Dell OpenManage agents on each ESXi 4.1 host • One(1) Dell Server Administrator Web Server on a proxy management station (virtual machine) supplied by the CFW • The following project documentation for CFW's change control process: o Test Plan o Implementation Plan o Validation Plan o Back Out Plan • Up to 15 virtual machines upgraded with current VMware tools and upgraded to virtual hardware version 7 • 72 hours of onsite engineering services performed by a VMware vSphere Certified Professional. • 32 hours of offsite services for document preparation and pre-site visit planning. This also includes Web conference calls and desktop sharing to review the CFW's current virtual infrastructure environment. .411 materials and information contained in this document are proprietari to Strickland Consulting.Inc.and are to be treated conlidenualh by all recipients. Acceptance of delivery of this document constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this document ma_v he reproduced or transmitted in anv form or by anv means without Strickland's expressed written consent. Page 5 of 12 VMware vSphere Upgrade Assumptions • CFW staff will participate in the project by attending meetings, conference calls, Web conference calls, and will provide details regarding the existing virtual infrastructure and firewall configuration. • No hardware or software is included in this proposal. This proposal is for professional services only. • The CFW will provision 5 test virtual machines hosted on the two ESX 3.5 test servers, which will then be used to perform a test migration. These virtual machines can be deleted after use. • The CFW will provision one production Windows 2008 R2 server to be used for hosting vCenter 4.1. • The CFW will provision one production Windows 2003 R2 server to be used for hosting the Dell Server Administrator Web Server on a proxy management station. all materials and information contained in this document are proprietary to Strickland Consulting, Inc, and are to he treated conlidentialh by all recipients Icceptance of delivery o/this document constitutes acknoH ledgment of the conlidential relationship under which disclosure and delivers are made. :Vo part of this document mar he reproduced or transmitted in any form or by an_v means without Strickland's expressed written consent Page 6 of 12 VMware vSphere Upgrade Project Schedule This section offers a schedule for the VMware vSphere Upgrade Project. Week 1 Pre-Site Visit Planning— 16 hours • Citrix GoToMeeting conference call and desktop sharing to review and document the current virtual infrastructure environment and ESX configuration. • Produce the following draft versions of the project documentation for the ESXi migration: o Test Plan o Implementation Plan o Validation Plan o Back Out Plan • Produce final project documentation for upgrading vCenter 2.x to vCenter 4.2 o Test Plan o Implementation Plan o Validation Plan o Back Out Plan • Schedule documentation delivery date in order to coincide with the CFW's Configuration Control Board meeting in order to garner approval for the upgrade of vCenter 2.x to vCenter 4.1 during Week 1 of the site visit. • Week 1 site visit schedule: o Schedule downtime for two (2) test ESX 3.5 servers o Schedule downtime for one(1)production vCenter 2.x server • Schedule Week 2 site visit to occur after necessary approvals of CFW Configuration Control Board • Schedule downtime for five(5)production ESX 3.5 hosts during Week 2 site visit • Schedule downtime for two(2) ESX 3.5 hosts used for virtual desktop infrastructure during Week 2 site visit • Schedule downtime for 15 virtual machines for VMware tools upgrade and virtual machine hardware version upgrade during Week 2 site visit I//materials and information contained in this document are proprietari to Strickland ConsultingInc and are to he treated confidentiall,i hi all recipients :icceptance of delivers of this document constitutes acknowledgment of the conlidential relationship under which disclosure and delivers are made. No part of this document mai be reproduced or transmitted in ani form or bi an v means without Strickland's expressed written consent. Page 7 of 12 VMware vSphere Upgrade Week 1 Onsite Visit— 36 hours • Provide knowledge transfer and guidance in best practices for migrating from ESX 3.5 to ESX 4.1 o Provide briefing on differences between ESX and ESXi hypervisor architecture o Provide briefing on management of ESXi using remote command line interface(vCLI), Direct Console User Interface(DCUI), and Tech Support Mode • Upgrade vCenter 2.x to vCenter 4.1 during scheduled downtime o The CFW will supply a Windows 2008 R2 virtual machine to host vCenter 4.1 o Install VMware vSphere Command Line Interface(vSphere CLI) on the vCenter server o Install VMware vSphere Management Assistant(vMA) virtual appliance on an ESXi 4.1 host o Install new VMware ESXi 4.x licenses in the vCenter license repository o Maintain the current vCenter 2.x F1exNet license server hosting ESX 3.5 licenses • Upgrade two (2)test ESX 3.5 hosts to ESXi 4.1 o Install Dell OpenManage agents on each ESXi 4.1 host o Document procedure • Install one(1)Dell Server Administrator Web Server on a proxy management station(virtual machine) supplied by the CFW • Upgrade the VMware tools on five(5)test virtual machines o Document procedure • Upgrade five(5) test virtual machines to hardware version 7 o Document procedure Week 2 Pre-Site Visit Planning— 16 hours • Produce final project documentation for migrating ESX 3.5 hosts to ESXi 4.1 hosts: o Test Plan o Implementation Plan o Validation Plan o Back Out Plan • Gain approval of CFW Configuration Control Board for the ESXi migration All materials and information contained in this document are proprietarc to Strickland Consulting.Inc and are to be treated conlidentialh he all recipients. Acceptance oldeliverr olthis document constitutes acknowledgment olthe conlidential relationship under which disclosure and delivery are made. Vo part of this document may he reproduced or transmitted in anti form or by an means without Strickland's expressed written consent. Page 8 of 12 VMware vSphere Upgrade • Confirm Week 2 site visit schedule • Confirm ESX host schedule downtime • Confirm scheduled downtime (multiple reboots) for 15 production virtual machines to upgrade VMware tools and virtual machine hardware to version 7 Week 2 Site Visit- 36 hours • Perform migration from ESX 3.5 to ESM 4.1 for o Five(5)production ESX 3.5 hosts and o Two (2)ESX 3.5 hosts used for virtual desktop infrastructure • Perform 15 virtual machine upgrades to include o Upgrade VMware tools o Upgrade virtual machine hardware to version 7 All materials and information contained in this document are proprietary to Strickland Consulting.Inc.and are to he treated conlidennalli by all recipients. -acceptance o/delirerr of this document constitutes acknov+ledgment of the conlidential relationship under which disclosure and delirert are made. No part o/this document maihe reproduced or transmitted in ant form or by an means without Strickland's expressed written consent Page 9 of 12 VMware vSphere Upgrade Pricing This is an engineering services proposal only. No hardware or software is included in this proposal. Pricing for this proposal is included in the attached Strickland Consulting GSA quote. Payment is due 30 days from receipt of the invoice. Availability of personnel will be confirmed at award based on a mutually agreeable schedule. This proposal is valid for 120 days from the date on this cover letter. Expenses assume a minimum 21 day advance for airfare purchases. Any additional fees associated with CFW initiated changes to already confirmed schedules will be the responsibility of the CFW. Actual travel receipts will be provided for hotel charges, airfare, rental car, etc. Other miscellaneous travel expenses where no receipt is available (e.g. mileage)will be noted on the expense report. Spot Labor Resource(Subject Matter Expert) I Hours 16/5/2011-6/6/2012 GSA Hourly Rate Discount Totals VMware vSphere Upgrade VMware vSphere Upgrade(ES)a migration) Pre-site Visit Planning 16; Week 1 Onsite Visit 36 Pre-site Visit Planning 161 'Week 2 Onsite Visit 36 Labor Sub Total104 $ 211.03 ' $ (12.11) $ 20,687.68 GSA contract GS35FO540M' Onsite week 1travel expenses not to exceed $ 2,200.00 Onsite week 2 travel expenses not to exceed $ 2,200.00' Travel receipts will be provided. Once a start date has been confirmed, the cost of any customer initiated changes will be the customer's responsibility. Estimated Travel Expenses Sub Total $ 4,400.00 Not To Exceed Grand Total': $ 25,087.68 Ill materials and information contained in this document are proprietarc to Strickland Consulting.Inc and are to he seated conlidentialh by all recipients. Acceptance of deliver of this document constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this document may he reproduced or transmitted in ani,form or h_v an v means without Strickland's expressed written consent. Page 10 of 12 VMware vSphere Upgrade Administrative Information Customer Location City of Fort Worth IT Solutions Department 1000 Throckmorton St. Fort Worth, TX 76102 Customer Point of Contact Stephen Doss Enterprise Systems and Services — Platform Technologies IT Solutions City of Fort Worth, TX (817) 392-8894 stephen.do ssA fortworthgov.org Consultant Contact Information The following individuals are authorized to conduct negotiations and bind Strickland Consulting, Inc. in all contractual matters: Name Tifle Voice Fax E-mail President 301-5404688 301-540-8606 Susan.davidson@strickland-inc.com Vice President 240-401-7944 301-540-8606 jim.stansbury@strickland-inc.com Chief Technology Officer All correspondence to Strickland Consulting should be addressed to the above listed individual(s) and/or sent to the following address. Strickland Consulting,Inc. 19206 Ranworth Drive Germantown,MD, 20874 info@strickland-inc.com www.strickland-inc.com Phone: 301-540-4688 Fax: 301-540-8606 .411 materials and information contained in this document are proprietary to Strickland Consulting,Inc.and are to he treated eonfidentialh br all recipients. Acceptance of delivers of this document constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. :No part of this document may be reproduced or transmitted in an_r form or by an V means without Strickland's expressed written consent. Page I I of 12 VMware vSphere Upgrade Additional Corporate Information EIN: 36-4324915 (Tax ID Number) DUNS: 024761665 CAGE Code: 1 WUC3 GSA Contract Number: GS-35F-0540M GSA Contract Period: June 5,2002 through June 6,2012 Registered with CCR Certified by the Small Business Administration as a woman-owned,small business. 411 materials and information contained in this document are proprietary to Strickland Consulting.Inc.and are to he treated conlidentialh hr all recipients. Acceptance of delivery o/this document,onstitutes acknowledgment of the confidential relationship under which disclosure and deliven-are made, No part at this document may he reproduced or transmitted in an_v form or by an v means without Strickland's expressed written consent. Page 12 of 12 EXHIBIT B NETWORK ACCESS AGREEMENT Professional Services Agreement Strickland Consulting, Inc Page 3 of 11 Revised June 41 2010 NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Strickland Consulting, Inc with its principal location at 19206 Ranworth Drive, Germantown, MD 20874, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide engineering services. In order to provide the necessary support, Contractor needs access to City's Network and 15 Virtual Servers. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing Engineering Services to assist with upgrading the current VMware Virtual Infrastucture environment from 3 to 4. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. Vendor Network Access Agreement Rev. 12/21/2010 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Richt to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and Vendor Network Access Agreement 2 Strickland Consulting, Inc Rev. 12/21/2010 appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 1s. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. ACCEPTED AND AGREED: CITY OF F T WORTH: Strickland Consulting, Inc: By: By:2L Karen L Montomery Name: c Assistant City Manage .o. Date: /�I + A`� O�aoop.rlc�A $ l 4 1L�i p't47ooQoo`�Y� ATT T: pp o A �►0�¢ rp c,�d O By. p M O arty Hendrix U o �} c� City Secretary ��a o7�UG0�06 le. AV APPROVED AS OR ND LEGALITY: 44 ► i OFFICIAL. RECORD Vendor Network Access Agreement 3 CITY SECRETARY Strickland Consulting, Inc FT WOR'"HI TXV. 12/21/2010 Assistant City Attorney M&C: none required Vendor Network Access Agreement 4 Strickland Consulting, Inc Rev. 12/21/20 10 EXHIBIT C GSA AGREEMENT GS-35F-0540M Professional Services Agreement Strickland Consulting, Inc Page 4 of 12 Revised June 4, 2010 General Services Administration Federal Supply Service Authorized Federal Supply Schedule Price List On-line access to contract ordering information,terms and conditions,up-to-date pricing,and the opinion to create an electronic delivery order are available through GSA Advantage!,a menu-driven database system. The Internet address for GSA Advantage is:gsaadvantage.gov. Schedule Title: General Purpose Commercial Information Technology Equipment,Software,and Services FSC Group: 70 Contract Number: GS-35F-0540M For more information on ordering from Federal Supply Schedules click on FSS Schedules at fss.gsa.gov Contract Period: June 7, 2007 through June 6, 2012 Strickland Consulting, Inc. 19206 Ranworth Drive Germantown, MD 20874-6184 Tel: (301) 540-4688 Fax: (301) 540-8606 htto://www.strickland-inc.com Contract Administrator Susan Davidson 19206 Ranworth Drive Germantown, MD 20874-6184 Tel: (301) 540-4688 Fax: (301) 540-8606 Email: susan.davidsonLstrickland-inc.com Business Size: Woman Owned Small Business 1 Customer Information Page la. SIN Item Description 132-32, 132-32RC Term Software Licenses 132-33, 132-33RC Perpetual Software Licenses 132-34, 132-34RC Maintenance as a Service 152-51, 152-51 RC Information Technology Services 1 b.See attachment 1 for pricing. 1 c. Products/Services: See attachment 1 2. Maximum order: $500,000 3. Minimum order: $100.00 4. Geographic coverage (delivery area): Covers the 48 contiguous states and the District of Columbia, Alaska, Hawaii, the Commonwealth of Puerto Rico, and authorized GSA Schedule users located outside the Continental U. S. (overseas via APO/FPO) 5.Point(s)of production(city,county,and state,or foreign country): Software Products-included in Pricelist IT Services-Germantown, MD 6. Discount from list prices or statement of net prices: Prices include discount 7. Quantity discounts: As shown in pricing structure below 8. Prompt Payment terms: Net 30 days 9a. Notification whether Government purchase cards are accepted at or below the micro- purchase threshold. Yes 9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase threshold. Yes 10. Foreign items: Not Applicable 1 1 a.Time of Delivery. 30 Days Delivered (after receipt of order). By schedule as applicable. 11 b. Expedited delivery: Printed items available for expedited delivery, contact Susan Davidson for details. 11 c. Overnight and 2-day delivery: Overnight delivery is available. 11d. Urgent Requirements: See contract clause I-FSS-14-B. Agencies can contact the contact for Contract Administration to obtain faster delivery 12. F.O.B point(s): Destination 13a. Ordering address(es): Susan Davidson 19206 Ranworth Drive Germantown, MD 20874-6184 Tel: (301) 540-4688 2 Fax: (301) 540-8606 Email: susan.davidson@strickland-inc.com 13b. Ordering Procedures: For supplies and services, the ordering procedures, information on blanket purchase agreements (BPA's), and a sample BPA can be found at the GSA/FSS schedule homepage (fss.gsa.gov/schedules). 14. Payment address(es): Susan Davidson 19206 Ranworth Drive Germantown, MD 20874-6184 Tel: (301) 540-4688 Fax: (301) 540-8606 Email: susan.davidson@strickland-inc.com 15. Warranty provision: Standard Commercial 16. Export packing charges: Not applicable 17.Terms and conditions of Government purchase card acceptance (any thresholds above the micro purchase level): Yes 18.Terms and conditions of rental, maintenance, and repair: See Pricelist 19.Terms and conditions of installation: Not applicable 20.Terms and conditions of repair parts: Not applicable 20a.Terms and conditions for any other services: Not applicable 21. List of services and distribution points: Not applicable 22. List of participating dealers: Not applicable 23. Preventative maintenance: Not applicable 24a.Special attributes such as environmental attributes: Not applicable 24b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details and be found: Not Applicable 25. Data Universal Number System (DUNS) number: 02-4761665 26. Notification regarding registration in Central Contract Registration (CCR) database: Cage Code Established- 12/17/2002 3 Attachment I Software Products Labor Category Descriptions and Pricelist for SIN 132-32, 132-32RC — Term Software Licenses SIN 132-33, 132-33RC — Perpetual Software Licenses SIN 132-34, 132-34RC —Maintenance as a Service SIN 132-51, 132-51RC — Information Technology Services 4 Strickland Consulting, Inc. GSA Contract: GS-35F-0540M Summary: Founded in 1999, Strickland Consulting, Inc. is a woman-owned, small business headquartered in Maryland. Our primary customer base is Federal, State and local government agencies. We are an IT services company and COTS reseller specializing in the use of virtualization technologies. Areas of expertise include the application of virtualization technology solutions for the assessment and management of virtual and physical infrastructures; capacity planning; disaster recovery and business continuity; virtual desktop computing; server consolidation; server migrations; storage; and test and development environments. Strickland Consulting, Inc. is dedicated to providing result-oriented, customer-focused solutions. Customer services are offered and engagements carried out based upon a value management framework that assesses successful progress along three dimensions: business value, technology fit,and financial return. Strickland partners with manufacturers of "best of breed" virtualization solutions. Our staff holds advanced design, architecture, configuration and implementation certifications from these companies. Our partners include: CiRBA is capacity management analytics software that enables organizations to determine optimal workload placements and resource allocations for physical and virtual infrastructures. DataCore storage virtualization software provides a simple, high availability solution to VMware shared storage requirements. It makes non-disruptive, metro-wide, workload migration, failover and load balancing practical, while yielding the fastest performance and fullest utilization of disks. DynamicOps Virtual Resource Manager (VRM) software provides an automated service delivery and management platform for virtual infrastructures. VRM automates the planning, deployment, and ongoing management of virtual servers and desktops, from creation to retirement. Using VRM, virtual machines can be delivered and managed independent of the hypervisor, connection broker, and image deployment technology through a single console. Ongoing management, tracking and reporting facilitates capacity planning, chargeback and limits virtual machine sprawl by identifying rogue, inactive, and obsolete virtual machines. Equall-ogic storage solutions offer flexible, highly available, tiered iSCSi SAN infrastructures that can be set up and maintained suing iSCSI disk arrays. These solutions provide a variety of reasonably priced and easily deployed storage capacities and performance metrics for VMware virtual infrastructures. PlateSpin software solutions for workload management analyze and plan successful data center initiatives, relocate server workloads between physical and virtual hosts, and protect or recover physical and virtual server workloads. 5 Vizioncore software solutions provide management tools that safeguard and optimize virtual infrastructure environments. These solutions provide hot image backup-ups, advanced host level replication, scalable and enterprise-class performance monitoring, automatic storage allocation and alignment of virtual machines. VMware virtualization solutions allow multiple virtual machines to run on a single physical machine, sharing the resources of that single computer across multiple environments. Different virtual machines can run different operating systems and multiple applications on the same physical computer. Software Products and Services on GSA Contract Software products are offered on our GSA Contract from the following partners: QRBA CiRBA is capacity management analytics software that enables organizations to determine optimal workload placements and resource allocations for physical and virtual infrastructures. DynamicOps DynamicOps Virtual Resource Manager (VRM) software provides an automated service delivery and management platform for virtual infrastructures. VRM automates the planning, deployment, and ongoing management of virtual servers and desktops, from creation to retirement. Using VRM, virtual machines can be delivered and managed independent of the hypervisor, connection broker, and image deployment technology through a single console. Ongoing management, tracking and reporting facilitates capacity planning, chargeback and limits virtual machine sprawl by identifying rogue, inactive, and obsolete virtual machines. Services Strickland Consulting, Inc. also specializes in virtual infrastructure services for the assessment and management of virtual and physical infrastructures; capacity planning; disaster recovery and business continuity; virtual desktop computing; server consolidation; server migrations; storage; and test and development environments. 6 10 AvA IJ 1 x. W ��-u] 2 S _ �.., �„� r zw" 3 .,.�-� f 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance 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. 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. 3. TECHNICAL SERVICES The Contractor,without additional charge to the ordering activity,shall provide a hot line technical support number (301)540-4688 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 9:00 AM_to_5:00 PM,Eastern Time. 4. SOFTWARE MAINTENANCE a. Software maintenance as it is defined:(select software maintenance type) 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs,discussion forums,on-line help libraries and FAQs(Frequently Asked Questions), hosted chat rooms,and limited telephone,email and/or web-based general technical support for user's self diagnostics. 7 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(SIN 132-34) Software maintenance as a service creates,designs,implements,and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate:telephone support,on-line technical support,customized support,and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C.3324. b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis,after the completion of such period. Maintenance charges must be paid in arrears(31 U.S.C.3324). PROMPT PAYMENT DISCOUNT,IF APPLICABLE,SHALL BE SHOWN ON THE INVOICE. 5. PERIODS OF TERM LICENSES(SIN 132-32)AND MAINTENANCE(SIN 132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty(30)calendar days written notice to the Contractor. C. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance,the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period,or at the end of the contract period,whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required,if the term licenses and/or maintenance is to be continued during any remainder of the contract period. d. Cross-Year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for funds in excess of a 12 month(fiscal year)period,the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period,notwithstanding the intervening fiscal years. e. Ordering activities should notify the Contractor in writing thirty(30)calendar days prior to the expiration of an order,if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. 6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish,within ten(10) calendar days,for each software product that is contemplated for conversion,the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement. b. Conversion credits which are provided shall,within the limits specified,continue to accrue from one contract period to the next,provided the software remains on a term license within the ordering activity. C. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license,or the perpetual license price prevailing at the time of conversion 8 from a term license to a perpetual license,whichever is the less,minus an amount equal to TBD %of all term license payments during the period that the software was under a term license within the ordering activity. 7. TERM LICENSE CESSATION a. After a software product has been on a continuous term license for a period of * months,a fully paid-up,non-exclusive,perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year;it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract,until a fully paid-up perpetual license accrues to the ordering activity. However,should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied,the perpetual license accrual shall be forfeited. *Not Applicable—is not offered b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued,at the prices and terms of Special Item Number 132-34,if the licensee elects to order such services. Title to the software shall remain with the Contractor. 8. UTILIZATION LIMITATIONS-(SIN 132-32,SIN 132-33,AND SIN 132-34) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity,commercial computer software and related documentation 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 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 9 the software and documentation or combine it with other software,provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Software"may be marked with the Contractor's standard commercial restricted rights legend,but the schedule contract and schedule pricelist,including this clause, "Utilization Limitations"are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 9. SOFTWARE CONVERSIONS-(SIN 132-32 AND SIN 132-33) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system,or from one computer system to another. Under a perpetual license(132-33),the purchase price of the new software shall be reduced by the 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. 10. 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. 11. RIGHT-TO-COPY PRICING The Contractor shall insert the discounted pricing for right-to-copy licenses. Not Applicable 10 Software Product Descriptions and Price SPECIAL ITEM NUMBER 132-32 - TERM SOFTWARE LICENSES SIN 132-32: - GRBA Term Software Licenses Mfg. Mfg. Product Description MSRP/MLP GSA Price Country of Warranty Part No. Origin Term License:X-86 CiRBA 1-CiRBA- Term License for 25 to 49 Targets. One year $331.94 $284.29 Canada 30 days 25-x86 term,support&maintenance included. CiRBA 1-CiRBA- Term License for 50 to 99 Targets. One year $247.63 $212.08 Canada 30 days 50-x86 term,support&maintenance included. CiRBA 1-CiRBA- Term License for 100 to 249 Targets. One $247.63 $212.08 Canada 30 days 100-x86 year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 250 to 499 Targets. One $138.09 $118.27 Canada 30 days 250-x86 year term,support&maintenance included. CiRBA I-CiRBA- Term License for 500 to 999 Targets. One $102.90 $88.13 Canada 30 days 500-x86 year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 1000 to 1999 Targets. One $77.01 $65.95 Canada 30 days 1000-x86 year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 2000 to 3999 Targets. One $59.75 $51.17 Canada 30 days 2000-x86 year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 4000 to 7999 Targets. One $48.40 $41.45 Canada 30 days 4000-x86 year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 8000 to 15,999 targets. One $35.28 $30.22 Canada 30 days 8000-x86 year term,support&maintenance included. CiRBA I-CiRBA- Term License for 16,000 Targets&up. One $31.75 $27.19 Canada 30 days 16000-x86 year term,support&maintenance included. Term License:UNIX CiRBA I-CiRBA- Term License for 25 to 49 Targets. One year $474.20 $406.12 Canada 30 days 25-unix term,support&maintenance included. CiRBA 1-CiRBA- Term License for 50 to 99 Targets. One year $353.75 $302.97 Canada 30 days 50-unix term,support&maintenance included. CiRBA 1-CiRBA- Term License for 100 to 249 Targets. One $353.75 $302.97 Canada 30 days 100-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 250 to 499 Targets. One $197.27 $168.95 Canada 30 days 250-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 500 to 999 Targets. One $147.00 $125.90 Canada 30 days 500-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 1000 to 1999 Targets. One $110.01 $94.22 Canada 30 days 1000-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 2000 to 3999 Targets. One $85.36 $73.11 Canada 30 days 2000-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 4000 to 7999 Targets. One $69.14 $59.21 Canada 30 days 4000-unix year term,support&maintenance included. CiRBA 1-CiRBA- Term License for 8000 to 15,999 targets. One $50.40 $43.16 Canada 30 days 8000-unix year term,support&maintenance included. CiRBA I-CiRBA- Term License for 16,000 Targets&up. One $45.36 $38.85 Canada 30 days 16000-x86 year term,support&maintenance included. 11 Note: The following are the additional Terms and Conditions for CiRBA Software Products:: 1.A minimum order quantity of 25 Targets is required for initial and subsequent license purchase orders. 2.Perpetual license fees do not include maintenance and support. 3.Maintenance fees include all maintenance,product upgrades, and standard telephone and email support (8 am- 8 pm EST,Monday to Friday,excluding statutory Canadian holidays). 24X7 access to the support area of the support.cirba.com website is included. 4.Maintenance period begins on date of software delivery. 5.A license key is required for each unique Target for which data is collected and/or analyzed. 12 SIN 132-32: -DynamicOps Term Software Licenses Mfg. Mfg. a.Product Name MSRP/MLP GSA Price Country of Warranty Part No. origin b.Product Description Virtual Resource Manager,Server Edition-Per Socket DynamicOps VRMx-SE- a.VRM Server Edition-Non Volume $1,495.00 $1,174.93 United 30 days U001 States b.Per Socket License,Requires AMS DynamicOps VRMx-SE- a.VRM Server Edition-250 Min Qty $1,345.00 $1,057.05 United 30 days U250 States b.Per Socket License,Min Qty- Requires AMS DynamicOps VRMx-SE- a.VRM Server Edition-500 Min Qty $1,275.00 $1,002.03 United 30 days U500 States b.Per Socket License,Min Qty- Requires AMS DynamicOps VRMx-SE- a.VRM Server Edition-1000 Min Qty $1,195.00 $939.16 United 30 days U1000 States b.Per Socket License,Min Qty- Requires AMS Virtual Resource Manager,Desktop-Per User DynamicOps VRMx-DE- a.VRM Desktop Edition-Non Volume $75.00 $58.94 United 30 days U001 States b.Per User License, Requires AMS DynamicOps VRMx-DE- a.VRM Desktop Edition-500 Min Qty $68.00 $53.44 United 30 days U500 States b.Per Socket License,Min Qty- Requires AMS DynamicOps VRMx-DE- a.VRM Desktop Edition-1000 Min Qty $64.00 $50.30 United 30 days U1000 States b.Per Socket License,Min Qty- Requires AMS DynamicOps VRMx-DE- a.VRM Desktop Edition-2500 Min Qty $60.00 $47.15 United 30 days SU2500 States b.Per Socket License,Min Qty- Requires AMS * Annual Maintenance& Support is required when initial licenses are purchased(year one). Licenses that are not current require and upgrade prior to adding new maintenance(year two forward). AMS includes upgrades,software patches,and unlimited regular technical support throughout the term of the maintenance. 13 SPECIAL ITEM NUMBER 132-33 - PERPETUAL SOFTWARE LICENSES SIN 132-33: -ORBA Perpetual Software Licenses Mfg. Mfg. Product Description MSRP/MLP GSA Price Country of Warranty Part No. pain Perpetual License:X-86 CiRBA P-CiRBA- Perpetual License for 25 to 49 Targets $794.68 $680.59 Canada 30 days 25-x86 CiRBA P-CiRBA- Perpetual License for 50 to 99 Targets $594.84 $509.44 Canada 30 days 50-x86 CiRBA P-CiRBA- Perpetual License for 100 to 249 Targets $594.84 $509.44 Canada 30 days 100-x86 CiRBA P-CiRBA- Perpetual License for 250 to 499 Targets $347.38 $297.51 Canada 30 days 250-x86 CiRBA P-CiRBA- Perpetual License for 500 to 999 Targets $270.70 $231.84 Canada 30 days 500-x86 CiRBA P-CiRBA- Perpetual License for 1000 to 1999 Targets $211.45 $181.09 Canada 30 days 1000-x86 CiRBA P-CiRBA- Perpetual License for 2000 to 3999 Targets $164.97 $141.29 Canada 30 days 2000-x86 CiRBA P-CiRBA- Perpetual License for 4000 to 7999 Targets $133.63 $114.45 Canada 30 days 4000-x86 CiRBA P-CiRBA- Perpetual License for 8000 to 15,999 targets $97.42 $83.43 Canada 30 days 8000-x86 CiRBA P-CiRBA- Perpetual License for 16,000 Targets and up $87.67 $75.08 Canada 30 days 16000-x86 Perpetual License:UNIX CiRBA P-CiRBA- Perpetual License for 25 to 49 Targets $1,135.24 $972.26 Canada 30 days 25-unix CiRBA P-CiRBA- Perpetual License for 50 to 99 Targets $849.76 $727.77 Canada 30 days 50-unix CiRBA P-CiRBA- Perpetual License for 100 to 249 Targets $849.76 $727.77 Canada 30 days 100-unix CiRBA P-CiRBA- Perpetual License for 250 to 499 Targets $496.25 $425.01 Canada 30 days 250-unix CiRBA P-CiRBA- Perpetual License for 500 to 999 Targets $386.71 $331.19 Canada 30 days 500-unix CiRBA P-CiRBA- Perpetual License for 1000 to 1999 Targets $302.07 $258.70 Canada 30 days 1000-unix CiRBA P-CiRBA- Perpetual License for 2000 to 3999 Targets $235.68 $201.85 Canada 30 days 2000-unix CiRBA P-CiRBA- Perpetual License for 4000 to 7999 Targets $190.90 $163.49 Canada 30 days 4000-unix CiRBA P-CiRBA- Perpetual License for 8000 to 15,999 targets $139.17 $119.19 Canada 30 days 8000-unix CiRBA P-CiRBA- Perpetual License for 16,000 Targets and up $125.25 $107.27 Canada 30 days 16000-unix 14 SPECIAL ITEM NUMBER 132-34 - MAINTENANCE AS A SERVICE ORBA Products SIN 132-34: - GRBA Software Support and Support Renewals: X-86 Mfg. Mfg.Part No Product Description MSRP/MLP GSA Country Warranty Price of Origin New/Renewal Standard Support:X-86 CiRBA P-CiRBA-25- New/renewal Standard(12X5)Annual $174.83 $149.73 Canada 30 days Maintenance-x86 Maintenance and Support for 25 to 49 Targets CiRBA P-CiRBA-50- New/renewal Standard(12X5)Annual $130.86 $112.07 Canada 30 days Maintenance-x86 Maintenance and Support for 50 to 99 Targets CiRBA P-CiRBA-100- New/renewal Standard(12X5)Annual $130.86 $112.07 Canada 30 days Maintenance-x86 Maintenance and Support for 100 to 249 Targets CiRBA P-CiRBA-250- New/renewal Standard(12X5)Annual $76.42 $65.45 Canada 30 days Maintenance-x86 Maintenance and Support for 250 to 499 Targets CiRBA P-CiRBA-500- New/renewal Standard(12X5)Annual $59.55 $51.00 Canada 30 days Maintenance-x86 Maintenance and Support for 500 to 999 Targets CiRBA P-CiRBA-1000- New/renewal Standard(12X5)Annual $46.52 $39.84 Canada 30 days Maintenance-x86 Maintenance and Support for 1000 to 1999 Targets CiRBA P-CiRBA-2000- New/renewal Standard(12X5)Annual $36.29 $31.08 Canada 30 days Maintenance-x86 Maintenance and Support for 2000 to 3999 Targets CiRBA P-CiRBA4000- New/renewal Standard(12X5)Annual $29.40 $25.18 Canada 30 days Maintenance-x86 Maintenance and Support for 4000 to 7999 Targets CiRBA P-CiRBA-8000- New/renewal Standard(12X5)Annual $21.43 $18.35 Canada 30 days Maintenance-x86 Maintenance and Support for 8000 to 15,999 Targets CiRBA P-CiRBA-16000- New/renewal Standard(12X5)Annual $19.29 $16.52 Canada 30 days Maintenance-x86 Maintenance and Support for 16,000 Targets and up and up 15 Mfg. Mfg.Part No Product Description MSRP/MLP GSA Country Warranty Price of Origin New/Renewal Urgent(24X7) Support: X-86 CiRBA P-CiRBA-25- New/renewal 24X7 Annual Maintenance $254.30 $217.79 Canada 30 days Urgent Support- and Urgent Issue Support for 25 to 49 x86 Targets CiRBA P-CiRBA-50- New/renewal 24X7 Annual Maintenance $19035 $163.02 Canada 30 days Urgent Support- and Urgent Issue Support for 50 to 99 x86 Targets CiRBA P-CiRBA-100- New/renewal 124X7 Annual Maintenance $190.35 $163.02 Canada 30 days Urgent Support- and Urgent Issue Support for 100 to 249 x86 Targets CiRBA P-CiRBA-250- New/renewal 24X7 Annual Maintenance $111.16 $95.20 Canada 30 days Urgent Support- and Urgent Issue Support for 250 to 499 x86 Targets CiRBA P-CiRBA-500- New/renewal 24X7 Annual Maintenance $86.62 $74.18 Canada 30 days Urgent Support- and Urgent Issue Support for 500 to 999 x86 Targets CiRBA P-CiRBA-1000- New/renewal 24X7 Annual Maintenance $67.67 $57.96 Canada 30 days Urgent Support- and Urgent Issue Support for 1000 to 1999 x86 Targets CiRBA P-CiRBA-2000- New/renewal 24X7 Annual Maintenance $52.79 $45.21 Canada 30 days Urgent Support- and Urgent Issue Support for 2000 to 3999 x86 Targets CiRBA P-CiRBA-4000- New/renewal 24X7 Annual Maintenance $42.76 $36.62 Canada 30 days Urgent Support- and Urgent Issue Support for 4000 to 7999 x86 Targets CiRBA P-CiRBA-8000- New/renewal 24X7 Annual Maintenance $31.17 $26.70 Canada 30 days Urgent Support- and Urgent Issue Support for 8000 to x86 15,999 Targets CiRBA P-CiRBA-16000- New/renewal 24X7 Annual Maintenance $28.05 $24.02 Canadaj 30 days Urgent Support- and Urgent Issue Support for 16,000 x86 Targets and up 16 Mfg. Mfg.Part No Product Description MSRP/MLP GSA Country Warranty Price of Origin New/Renewal Upgrade from Standard to Urgent(24X7) Support: X-86 CiRBA P-CiRBA-25-Standard- Annual Maintenance Upgrade from $79.47 $68.06 Canada 30 days to Urgent Support Standard to 240 Urgent Issue Support for Upgrade-x86 25 to 49 Targets CiRBA P-CiRBA-50-Standard- Annual Maintenance Upgrade from $59.49 $50.95 Canada 30 days to-Urgent Support Standard to 240 Urgent Issue Support for Upgrade-x86 50 to 99 Targets CiRBA P-CiRBA-100- Annual Maintenance Upgrade from $59.49 $50.95 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 100 to 249 Targets CiRBA P-CiRBA-250- Annual Maintenance Upgrade from $34.74 $29.75 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 250 to 499 Targets CiRBA P-CiRBA-500- Annual Maintenance Upgrade from $63.81 $54.65 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 500 to 999 Targets CiRBA P-CiRBA-1000- Annual Maintenance Upgrade from $21.15 $18.11 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 1000 to 1999 CiRBA P-CiRBA-2000- Annual Maintenance Upgrade from $16.50 $14.13 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 2000 to 3999 Targets CiRBA P-CiRBA-4000- Annual Maintenance Upgrade from $13.36 $11.44 Canada 30 days Standard-to-Urgent Standard to 24x7 Urgent Issue Support for Support Upgrade-x86 4000 to 7999 Targets P-CiRBA-8000- Annual Maintenance Upgrade from $9.74 $8.34 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 8000 to 15999 Targets P-CiRBA-16000- Annual Maintenance Upgrade from $8.76 $7.50 Canada 30 days Standard-to-Urgent Standard to 240 Urgent Issue Support for Support Upgrade-x86 16000 Targets and up 17 SIN 132-34: - ORBA Software Support and Support Renewals: UNIX Mfg. Mfg.Part No Product Description MSRP/MLP GSA Country Warranty Price of Origin New/Renewal Standard Support:UNIX CiRBA P-CiRBA-25- New/renewal Standard(12X5)Annual $249.75 $213.90 Canada 30 days Maintenance- Maintenance UNIX and Support for 25 to 49 Targets CiRBA P-CIRBA-50- New/renewal Standard(12X5)Annual $186.95 $160.11 Canada 30 days Maintenance- Maintenance UNIX and Support for 50 to 99 Targets CiRBA P-CiRBA-100- New/renewal Standard(12X5)Annual $186.95 $160.11 Canada 30 days Maintenance- Maintenance UNIX and Support for 100 to 249 Targets CiRBA P-CiRBA-250- New/renewal Standard(12X5)Annual $109.18 $93.51 Canada 30 days Maintenance- Maintenance UNIX and Support for 250 to 499 Targets CiRBA P-CiRBA-500- New/renewal Standard(12X5)Annual $85.08 $72.87 Canada 30 days Maintenance- Maintenance UNIX and Support for 500 to 999 Targets CiRBA P-CiRBA-1000- New/renewal Standard(12X5)Annual $66.46 $56.92 Canada 30 days Maintenance- Maintenance and Support for 1000 to 1999 UNIX Targets CiRBA P-CiRBA-2000- New/renewal Standard(12X5)Annual $51.85 $44.41 Canada 30 days Maintenance- Maintenance and Support for 2000 to 3999 UNIX Targets CiRBA P-CiRBA-4000- New/renewal Standard(12X5)Annual $42.00 $35.97 Canada 30 days Maintenance- Maintenance and Support for 4000 to 7999 UNIX Targets CiRBA P-CiRBA-8000- New/renewal Standard(12X5)Annual $30.62 $26.22 Canada 30 days Maintenance- Maintenance UNIX and Support for 8000 to 15,999 Targets CiRBA P-CiRBA-16000- New/renewal Standard(12X5)Annual $27.56 $23.60 Canada T7 Maintenance- Maintenance UNIX and Support for 16,000 Targets and up 18 Mfg. Mfg.Part No Product Description MSRP/MI.P GSA Country Warranty Price of Origin New/Renewal Urgent(24X7) Support: UNIX CiRBA P-CiRBA-25- New/renewal 24X7 Annual Maintenance $363.28 $311.13 Canada 30 days Urgent Support- and Urgent Issue Support for 25 to 49 UNIX Targets CiRBA P-CiRBA-50- New/renewal 24X7 Annual Maintenance $271.92 $232.88 Canada 30 days Urgent Support- and Urgent Issue Support for 50 to 99 UNIX Targets CiRBA P-CiRBA-100- New/renewal 124X7 Annual Maintenance $271.92 $232.88 Canada 30 days Urgent Support- and Urgent Issue Support for 100 to 249 UNIX Targets CiRBA P-CiRBA-250- New/renewal 24X7 Annual Maintenance $158.80 $136.00 Canada 30 days Urgent Support- and Urgent Issue Support for 250 to 499 UNIX Targets CiRBA P-CiRBA-500- New/renewal 24X7 Annual Maintenance $123.75 $105.98 Canada 30 days Urgent Support- and Urgent Issue Support for 500 to 999 UNIX Targets CiRBA P-CiRBA-1000- New/renewal 24X7 Annual Maintenance $96.66 $82.78 Canada 30 days Urgent Support- and Urgent Issue Support for 1000 to 1999 UNIX Targets CiRBA P-CiRBA-2000- New/renewal 24X7 Annual Maintenance $75.42 $64.59 Canada 30 days Urgent Support- and Urgent Issue Support for 2000 to 3999 UNIX Targets CiRBA P-CiRBA-4000- New/renewal 24X7 Annual Maintenance $61.09 $5232 Canada 30 days Urgent Support- and Urgent Issue Support for 4000 to 7999 UNIX Targets CiRBA P-CiRBA-8000- New/renewal 24X7 Annual Maintenance $44.53 $38.14 Canada 30 days Urgent Support- and Urgent Issue Support for 8000 to UNIX 15,999 Targets CiRBA P-CiRBA-16000- New/renewal 24X7 Annual Maintenance $40.08 $34.33 Canada 30 days Urgent Support- and Urgent Issue Support for 16,000 UNIX Targets and up 19 Mfg. Mfg.Part No Product Description MSRP/MLP I GSA Country Warranty Price of Origin New/Renewal Upgrade from Standard to Urgent(24X7) Support: UNIX CiRBA P-CiRBA-25-Standard- Annual Maintenance Upgrade from Standard $113.53 $97.23 Canada 30 days to-Urgent Support to 240 Urgent Issue Support for 25 to 49 Upgrade-UNIX Targets CiRBA P-CiRBA-50-Standard- Annual Maintenance Upgrade from Standard $84.97 $72.77 Canada 30 days to-Urgent Support to 240 Urgent Issue Support for 50 to 99 Upgrade-UNIX Targets CiRBA P-CiRBA-100-Standard- Annual Maintenance Upgrade from Standard $84.97 $72.77 Canada 30 days to-Urgent Support to 240 Urgent Issue Support for 100 to 249 Upgrade-UNIX Targets CiRBA P-CiRBA-250-Standard- Annual Maintenance Upgrade from Standard $49.62 $42.50 Canada 30 days to-Urgent Support to 240 Urgent Issue Support for 250 to 499 Upgrade-UNIX Targets CiRBA P-CiRBA-500-Standard- Annual Maintenance Upgrade from Standard $38.67 $33.12 Canada 30 days to-Urgent Support to 240 Urgent Issue Support for 500 to 999 Upgrade-UNIX Targets CiRBA P-CiRBA-1000- Annual Maintenance Upgrade from Standard $30.20 $25.86 Canada 30 days Standard-to- to 240 Urgent Issue Support for 1000 to UrgentSupportUpgrade- 1999 UNIX CiRBA P-CiRBA-2000- Annual Maintenance Upgrade from Standard $23.57 $20.19 Canada 30 days Standard-to-Urgent to 240 Urgent Issue Support for 2000 to Support Upgrade-UNIX 3999 Targets CiRBA P-CiRBA-4000- Annual Maintenance Upgrade from Standard $19.09 $16.35 Canada 30 days Standard-to-Urgent to 240 Urgent Issue Support for 4000 to Support Upgrade-UNIX 7999 Targets CiRBA P-CiRBA-8000- Annual Maintenance Upgrade from Standard $13.91 $11.91 Canada 30 days Standard-to-Urgent to 240 Urgent Issue Support for 8000 to Support Upgrade-UNIX 15999 Targets CiRBA P-CiRBA-16000- Annual Maintenance Upgrade from Standard $12.52 $10.72 Canada 30 days Standard-to-Urgent to 240 Urgent Issue Support for 16000 Support Upgrade-UNIX Targets and up 20 SIN 132-34: - DynamicOps Products Software Maintenance and Support Mfg. Mfg. a.Product Name MSRP/MLP I GSA Country Warranty Part No. b.Product Description Price of Origin Virtual Resource Manager,Server Edition-Per Socket(Support Licenses) DynamicOps AMS-SE-0001-G a.VRM Standard Level AMS-Non Volume $299.00 $286.20 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U250-G VRM Standard Level AMS-250 Min Qty. $269.00 $257.49 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U500-G VRM Standard Level AMS-500 Min Qty. $255.00 $244.09 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U1000-G VRM Standard Level AMS-1000 Min Qty $239.00 $228.77 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U001-P VRM Premium Level AMS-Non Volume $374.00 $357.99 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U250-P VRM Premium Level AMS-250 Min Qty $337.00 $322.58 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U500-P VRM Premium Level AMS-500 Min Qty $319.00 $305.35 United 30 days b.Server Annual Maintenance&Support- States 20%License DynamicOps AMS-SE-U1000-P VRM Premium Level AMS-1000 Min Qty $299.00 $286.20 United 30 days b.Server Annual Maintenance&Support- States 20%License Virtual Resource Manager,Desktop Edition-Per User DynamicOps AMS-DE-U001-G a.VRM Standard Level AMS-Non Volume $15.00 $14.36 United 30 days b.Desktop Annual Maintenance&Support- States 20%License DynamicOps AMS-DE-U500-G VRM Standard Level AMS-500 Min Qty $14.00 $13.40 United 30 days b.Desktop Annual Maintenance&Support- States 20%License DynamicOps AMS-DE-U1000-G VRM Standard Level AMS-1000 Min Qty $13.00 $12.44 United 30 days b.Desktop Annual Maintenance&Support- States 20%License DynamicOps AMS-DE-U2500-G VRM Standard Level AMS-2500 $12.00 $11.49 United 30 days b.Desktop Annual Maintenance&Support- States 201/.License DynamicOps AMS-DE-U001-P VRM Premium Level AMS-Non Volume $19.00 $18.19 United 30 days b.Desktop Annual Maintenance&Support- States 201/o License DynamicOps AMS-DE-U500-P VRM Premium Level AMS-500 Min Qty $17.00 $16.27 United 30 days b.Desktop Annual Maintenance&Support- States 201/o License DynamicOps AMS-DE-U1000-P VRM Premium Level AMS-1000 Min Qty $16.00 $15.32 United 30 days b.Desktop Annuall Maintenanceenance& States Support-20%License DynamicOps AMS-DE-U2500-P VRM Premium Level AMS=2500 Min Qty $15.00 $14.36 United 30 days b.Desktop Annual Maintenance&Support- States 20%License 21 DynamicOas Product Training Mfg. Mfg. a.Product Name MSRP/MLP GSA Price Country Warranty Part No. of Origin b.Product Description DynamicOps SVC-PS-QS DynamicOps QuickStart Program $3,000.00 $2,357.73 United 30 days 2 days onsite(install,configure,train); States travel and expenses in addition to this pricing DynamicOps EDU-VRMA-CL VRM Admin-Classroom Training $2,500.00 $1,964.77 United 30 days 2-Day Program-Registration required States DynamicOps EDU-VRMCE-CL VRM Certified Engineer-Classroom $4,000.00 $3,143.63 United 30 days Training States 3-Day Program-Registration Required DynamicOps EDU-VRMAT-OS VRM Authorized Trainer-Classroom $7,000.00 $5,501.36 United 30 days Training States 5-Day Program-Registration Required 22 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY(IT) PROFESSIONAL SERVICES(SPECIAL ITEM NUMBER 132-51) 1. SCOPE a. The prices,terms and conditions stated under Special Item Number 132-51 Information Technology Professional 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 may 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)Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract,the contract will take precedence. 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 Government 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 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 23 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- (]) Cancel the stop-work order;or (2) Terminate the work covered by the order as provided in the Default,or the Termination for Convenience of the Government,clause of this contract. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires,the Contractor shall resume work.The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price,or both,and the contract shall be modified,in writing,accordingly,if- (1) The stop-work order results in an increase in the time required for,or in the Contractor's cost properly allocable to,the performance of any part of this contract;and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage;provided that,if the Contracting Officer decides the facts justify the action,the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government,the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default,the Contracting Officer shall allow,by equitable adjustment or otherwise,reasonable costs resulting from the stop-work order. 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—Time-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. 24 An"Organizational conflict of interest"exists when the nature of the work to be performed under a proposed ordering activity contract,without some restriction on ordering activities by the Contractor and its affiliates,may either(i)result in an unfair competitive advantage to the Contractor or its affiliates or(ii)impair the Contractor's or its affiliates'objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity,ordering activities may place restrictions on the Contractors,its affiliates,chief executives, directors,subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid,neutralize,or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations,which may require restrictions,are provided at FAR 9.508. 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-Materials and Labor-Hour Contracts 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),(Alternate II—Feb 2002)(Deviation—May 2003))applies to labor-hour orders placed under this contract.52.216-3 1(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. DESCRIPTION OF IT SERVICES AND PRICING a. Labor Category descriptions offered under Special Item Numbers 132-51. b. Pricelist for Labor Category descriptions offered under Special Item Numbers 132-51. 25 a. Labor Category Descriptions: Commercial Job Title—Subiect Matter Expert(SME) Required Experience: Five years applied experience in specific area of expertise including functional experience with relevant processes and ADP systems and in the support of systems design including the use of appropriate IT technology. Functional Responsibility: Performs analytic work in support of systems engineering efforts in one or more of the following disciplines: communications engineering,electronic engineering,communications security,network analysis,interoperability analysis,system standards,military operations(ground,sea,and air),program analysis,program planning,cost analysis.Interact with system users to translate requirements into systems,hardware,and software requirements and design solutions.Introduce innovative approaches and methodologies for processes and support systems.Participate in the development of test strategies.Solves engineering problems(or managing the solution of engineering problems)in the functional area to which assigned. Required Education: Possesses a Bachelor's Degree in electrical or electronic engineering,computer science, computer engineering or other discipline related to area of expertise. An additional four years of relevant experience may be substituted for the Bachelors Degree. Commercial Job Title-Computer Product Specialist I Minimum/General Experience: Ten years experience in ADP systems analysis,design,and or maintenance.Experience shall include a broad range of assignments in technical tasks directly related to contracts in the studies and analysis area of responsibility. Functional Responsibility: Applies knowledge of computer science principles,automated data processing functions,and software languages to develop solutions to satisfy user requirements. Provides direction on complex application problems (involving all phases of system analysis) to provide resolution. Assists users, functional and technical activity personnel in application, definition, and design needs. Oversees and performs the gathering, analysis, and synthesis of information for system definition. Supports the development of test plans,test descriptions,and test procedures and reviews results to ensure compliance with specifications. Develops and maintains user support documentation. Analyzes software maintenance requirements including trouble reporting and change proposal analysis. Proposes economical and efficient solutions as part of developing ADP solutions to user requirements. Acts as team leader, providing guidance to junior level staff. Required Education: Bachelors Degree in computer science, information systems management, mathematics, engineering or related scientific field. Four (4) years of documented relevant experience or an Associates Degree together with two (2) years of documented relevant experience,may be substituted for the Bachelors Degree. Commercial Job Title-Computer Product Specialist II Minimum/General Experience: Six years experience in ADP systems analysis, design,and or maintenance. Experience shall include a broad range of assignments in technical tasks directly related to providing support in the studies and analysis area of responsibility. Functional Responsibility: Applies knowledge of computer science principles, automated data processing functions,and software languages to support development of solutions to satisfy user requirements. Provides support on complex application problems involving all phases of system analysis to provide resolution. Assists users, functional and technical activity personnel in application, definition, and design needs. Supports and performs the gathering,analysis,and synthesis of information for system definition. Supports the development of test plans, test descriptions, and test procedures and reviews results to ensure compliance with specifications. Develops and maintains user support documentation. 26 Analyzes software maintenance requirements including trouble reporting and change proposal analysis. Proposes economical and efficient solutions as part of developing ADP solutions to meet user requirements. Required Education: Bachelors Degree in computer science, information systems management, mathematics, engineering or related scientific field. Two (2) years of documented relevant experience or an Associates Degree together with two (2) years of documented relevant experience may be substituted for the Bachelors Degree. Commercial Job Title-Computer Programmer Minimum/General Experience: Six years experience in ADP systems analysis, design, and or maintenance. Experience includes a broad range of assignments in technical tasks directly related to contracts in the studies and analysis area of responsibility. Functional Responsibility: Applies basic knowledge of programming techniques. Develops program specifications for writing and testing programs. Develops, modifies and maintains assigned software according to specifications. Develops test data, performs thorough testing and corrects faulty code to ensure compliance with specifications. Documents programs according to Government standards and procedures. Required Education: Bachelors Degree in computer science,information systems management,mathematics,engineering,or related field. An additional four years of relevant experience may be substituted for the Bachelors Degree. Commercial Job Title-Technical Writer Minimum/General Experience: Eight (8) years experience in a position requiring development of structured written materials, procedures, and visual aids. Functional Responsibility: Prepares, in clear and concise language, technical documents such as procedure manuals, service manuals, operational specifications, bulletins, and related technical publications concerned with the installation, operation, and maintenance of electronic, electrical, mechanical, and other equipment. Acquires or verifies knowledge of subject by interviewing workers engaged in developing new products and services or in making improvements, observing methods of production, referring to blueprints, schematics, engineering drawings,trade and engineering journals,manuals,or similar publications. Required Education: Bachelor's degree in relevant technical or academic field. Experience may be substituted at the rate of two years of directly related experience for each year of education. Commercial Job Title-Technical Assistant Required Experience: Two years experience in the support of office operations for technical task planning,including the use of appropriate desktop technology. Functional Responsibility: Provides technical task planning,project administrative services and applies appropriate technology to support task implementation. Provides graphics and editorial support plus desktop publishing services for technical documentation. Required Education: Associates of Arts degree. An additional two years of relevant experience may be substituted for the Associates of Arts degree. 27 b. Pricelist for Labor Categories (automatic 3% increase per year) The listed Rates are effective from June 05, 2011 to June 06, 2012. Labor Category 2011/2012 GSA Hourly Rate Subject Matter Expert(SME) $211.03 Computer Product Specialist I $156.47 Computer Product Specialist 11 $125.17 Computer Programmer $93.88 Technical Writer $62.59 Technical Assistant $52.16 28