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AUTHORIZED FEDERAL SUPPLY SERVICE\
INFORMATION TECHNOLOGY SCHEDULE PRICELIST\
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY\
EQUIPMENT, SOFTWARE AND SERVICES

>  

#### SIN 132-33 - PERPETUAL SOFTWARE LICENSES

> FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE
>
> Microcomputers
>
> Application Software\
> Special Physical, Visual, Speech, and Hearing Aid Software

#### SIN 132-34 - MAINTENANCE OF SOFTWARE

#### SIN 132-51 - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES

> FPDS Code D308 Programming Services\
> FPDS Code D310 IT Backup and Security Services\
> FPDS Code D311 IT Data Conversion Services\
> FPDS Code D317 Automated News Services, Data Services, or Other
> Information Services\
> FPDS Code D399 Other Information Technology Services, Not Elsewhere
> Classified

**Note 1:** All non-professional labor categories must be incidental to
and used solely to support hardware, software and/or professional
services, and cannot be purchased separately.

**Note 2:** Offerors and Agencies are advised that the Group 70
Information Technology Schedule is [not]{.underline} to be used as a
means to procure services which properly fall under the Brooks Act.
These services include, but are not limited to, architectural,
engineering, mapping, cartographic production, remote sensing,
geographic information systems, and related services. FAR 36.6
distinguishes between mapping services of an A/E nature and mapping
services which are not connected nor incidental to the traditionally
accepted A/E Services.

**Note 3:** This solicitation is not intended to solicit for the
reselling of IT Professional Services, except for the provision of
implementation, maintenance, integration, or training services in direct
support of a product. Under such circumstances the services must be
performance by the publisher or manufacturer or one of their authorized
agents.

> OPTIMUS Corporation\
> 4715 Innovation Drive\
> Fort Collins, CO 80525\
> 970-226-3466\
> [www.OPTIMUS-corp.com](http://www.optimus-corp.com/)

 

> Contract Number: **[GS-35F-0028R]{.underline}**
>
> Period Covered by Contract: **[October 15, 2004 to October 14,
> 2009]{.underline}**

General Services Administration\
Federal Supply Service

> Pricelist current through Modification #PO003, dated 01/30/2006.
>
> Products and ordering information in this Authorized FSS Information
> Technology Schedule Pricelist are also available on the GSA Advantage!
> System. Agencies can browse GSA Advantage! by accessing the Federal
> Supply Service s Home Page via the Internet at
> <http://www.fss.gsa.gov/>
>
>  
>
>  
>
>  
>
>  

**[TABLE OF CONTENTS]{.underline}**

 

> [INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM
> NUMBERS](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459464)
>
> [TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES
> (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER
> 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY
> SOFTWARE](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459465)
>
> [GSA PRICING SIN
> 132-33](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459466)
>
> [GSA PRICING SIN
> 132-34](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459467)
>
> [TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT)
> PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER
> 132-51)](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459468)
>
> [GSA LABOR CATEGORY PRICING SIN
> 132-51](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459469)
>
> [LABOR CATEGORY DESCRIPTIONS SIN
> 132-51](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459470)
>
> [GSA PRODUCTION SERVICES PRICING SIN
> 132-51](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459471)
>
> [GSA SERVICE BUREAU COOPERATIVE SERVICES PRICING SIN
> 132-51](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459472)
>
> [USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT
> PROGRAMS](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459473)
>
> [BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY
> SCHEDULE](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459474)
>
> [BASIC GUIDELINES FOR USING CONTRACTOR TEAM
> ARRANGEMENTS](https://www.gsaadvantage.gov/ref_text/GS35F0028R/GS35F0028R_online.htm#__RefHeading___Toc93459475)
>
>  

 

 

 

 

### INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

 

SPECIAL NOTICE TO AGENCIES: Small Business Participation

> SBA strongly supports the participation of small business concerns in
> the Federal Supply Schedules Program. To enhance Small Business
> Participation SBA policy allows agencies to include in their
> procurement base and goals, the dollar value of orders expected to be
> placed against the Federal Supply Schedules, and to report
> accomplishments against these goals.
>
> For orders exceeding the micropurchase threshold, FAR 8.404 requires
> agencies to consider the catalogs/pricelists of at least three
> schedule contractors or consider reasonably available information by
> using the GSA Advantage!on-line shopping service
> ([www.fss.gsa.gov](http://www.fss.gsa.gov/) ). The
> catalogs/pricelists, GSA Advantage!and the Federal Supply Service Home
> Page ([www.fss.gsa.gov](http://www.fss.gsa.gov/) ) contain information
> on a broad array of products and services offered by small business
> concerns.
>
> This information should be used as a tool to assist ordering
> activities in meeting or exceeding established small business goals.
> It should also be used as a tool to assist in including small, small
> disadvantaged, and women-owned small businesses among those considered
> when selecting pricelists for a best value determination.
>
> For orders exceeding the micropurchase threshold, customers are to
> give preference to small business concerns when two or more items at
> the same delivered price will satisfy their requirement.
>
>  
>
> 1\. Geographic Scope of Contract:
>
> **The geographic scope of the contract is the 48 contiguous state, the
> District of Columbia, Alaska, Hawaii and the Commonwealth of Puerto
> Rico**
>
>  
>
> 2\. Contractor\'s Ordering Address and Payment Information:

**Ordering: OPTIMUS Corporation**

**Attention: Sandra Welsh**

**4715 Innovation Drive**

**Fort Collins , CO 80525**

** **

**Payment: OPTIMUS Corporation**

**Attention: Sandra Welsh**

**4715 Innovation Drive**

> **Fort Collins, CO 80525**
>
> Contractors are required to accept credit cards for payments equal to
> or less than the micro‑purchase threshold for oral or written delivery
> orders. Credit cards **will** be acceptable for payment above the
> micro-purchase threshold. In addition, bank account information for
> wire transfer payments will be shown on the invoice.
>
> The following telephone number(s) can be used by ordering activities
> to obtain technical and/or ordering assistance:

800-351-4381 or 970-674-9784

>  
>
> 3\. LIABILITY FOR INJURY OR DAMAGE
>
> The Contractor shall not be liable for any injury to ordering activity
> personnel or damage to ordering activity property arising from the use
> of equipment maintained by the Contractor, unless such injury or
> damage is due to the fault or negligence of the Contractor.
>
>  
>
> 4\. Statistical Data for Government Ordering Office Completion of
> Standard Form 279:
>
> Block 9: G. Order/Modification Under Federal Schedule\
> Block 16: Data Universal Numbering System (DUNS) Number:
> **[19-467-9155\
> ]{.underline}**Block 30: Type of Contractor - **[B. Other Small
> Business]{.underline}**\
> Block 31: Woman-Owned Small Business - **[No]{.underline}\
> **Block 36: Contractor\'s Taxpayer Identification Number (TIN):
> **[84-1081003]{.underline}**
>
> 4a. CAGE Code: **[0G7E9]{.underline}**\
> 4b. Contractor **[has]{.underline}** registered with the Central
> Contractor Registration Database.
>
>  
>
> 5\. FOB Destination
>
>  
>
> 6\. DELIVERY SCHEDULE
>
> a\. TIME OF DELIVERY: The Contractor shall deliver to destination
> within the number of calendar days after receipt of order (ARO), as
> set forth below:
>
> > SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)
>
> > **132-33** **[7 Business Days]{.underline}**
>
> **132-34 [To be determined between OPTIMUS Corporation and the
> ordering agency. ]{.underline}**
>
> **132-51 [To be determined between OPTIMUS Corporation and the
> ordering agency. ]{.underline}**
>
> ** **
>
> b\. URGENT REQUIREMENTS: When the Federal Supply Schedule contract
> delivery period does not meet the bona fide urgent delivery
> requirements of an ordering activity, ordering activities are
> encouraged, if time permits, to contact the Contractor for the purpose
> of obtaining accelerated delivery. The Contractor shall reply to the
> inquiry within 3 workdays after receipt. (Telephonic replies shall be
> confirmed by the Contractor in writing.) If the Contractor offers an
> accelerated delivery time acceptable to the ordering activity, any
> order(s) placed pursuant to the agreed upon accelerated delivery time
> frame shall be delivered within this shorter delivery time and in
> accordance with all other terms and conditions of the contract.
>
>  
>
> 7\. Discounts: Prices shown are NET Prices; Basic Discounts have been
> deducted.
>
> a\. Prompt Payment: **[.5% - 10 days]{.underline}** from receipt of
> invoice or date of acceptance, whichever is later.\
> b. Quantity: **[None]{.underline}**\
> c. Dollar Volume: **[None]{.underline}**\
> d. Government Educational Institutions: **[Government Educational
> Institutions are offered the same discounts as all other Government
> customers.\
> ]{.underline}**e. Other: **[None]{.underline}**
>
>  
>
> 8\. Trade Agreements Act of 1979, as amended:
>
> All items are U.S. made end products, designated country end products,
> Caribbean Basin country end products, Canadian end products, or
> Mexican end products as defined in the Trade Agreements Act of 1979,
> as amended.
>
>  
>
> 9\. Statement Concerning Availability of Export Packing:: **[Not
> Applicable]{.underline}**
>
>  
>
> 10\. Small Requirements: The minimum dollar value of orders to be
> issued is **[\$100]{.underline}**.
>
>  
>
> 11\. Maximum Order (All dollar amounts are exclusive of any discount
> for prompt payment.)
>
> The Maximum Order value for the following Special Item Numbers (SINs)
> is \$500,000:
>
> > Special Item Number 132-33 - Perpetual Software Licenses\
> > Special Item Number 132-34 - Maintenance of Software\
> > Special Item Number 132-51 - Information Technology (IT)
> > Professional Services
>
> 12\. USE OF FEDERAL SUPPLY SERVICE INFORMATION TECHNOLOGY SCHEDULE
> CONTRACTS. In accordance with FAR 8.404:
>
> **\[NOTE: Special ordering procedures have been established for
> Special Item Numbers (SINs) 132-51 IT\
> Professional Services and 132‑52 EC Services; refer to the terms and
> conditions for those SINs.\]**
>
> Orders placed pursuant to a Multiple Award Schedule (MAS), using the
> procedures in FAR 8.404, are considered to be issued pursuant to full
> and open competition. Therefore, when placing orders under Federal
> Supply Schedules, ordering activities need not seek further
> competition, synopsize the requirement, make a separate determination
> of fair and reasonable pricing, or consider small business set-asides
> in accordance with subpart 19.5. GSA has already determined the prices
> of items under schedule contracts to be fair and reasonable. By
> placing an order against a schedule using the procedures outlined
> below, the ordering activity has concluded that the order represents
> the best value and results in the lowest overall cost alternative
> (considering price, special features, administrative costs, etc.) to
> meet the ordering activity s needs.
>
> a\. Orders placed at or below the micro-purchase threshold. ordering
> activities can place orders at or below the micro-purchase threshold
> with any Federal Supply Schedule Contractor.
>
> b\. Orders exceeding the micro-purchase threshold but not exceeding
> the maximum order threshold. Orders should be placed with the Schedule
> Contractor that can provide the supply or service that represents the
> best value. Before placing an order, ordering activities should
> consider reasonably available information about the supply or service
> offered under MAS contracts by using the GSA Advantage! on-line
> shopping service, or by reviewing the catalogs/pricelists of at least
> three Schedule Contractors and selecting the delivery and other
> options available under the schedule that meets the ordering activity
> s needs. In selecting the supply or service representing the best
> value, the ordering activity may consider\--
>
> \(1\) Special features of the supply or service that are required in
> effective program performance and that are not provided by a
> comparable supply or service;
>
> \(2\) Trade-in considerations;
>
> \(3\) Probable life of the item selected as compared with that of a
> comparable item;
>
> \(4\) Warranty considerations;
>
> \(5\) Maintenance availability;
>
> \(6\) Past performance; and
>
> \(7\) Environmental and energy efficiency considerations.
>
> c\. Orders exceeding the maximum order threshold. Each schedule
> contract has an established maximum order threshold. This threshold
> represents the point where it is advantageous for the ordering
> activity to seek a price reduction. In addition to following the
> procedures in paragraph b, above, and before placing an order that
> exceeds the maximum order threshold, ordering activities shall\--
>
> Review additional Schedule Contractors
>
> \(1\) catalogs/pricelists or use the GSA Advantage! on-line shopping
> service;
>
> \(2\) Based upon the initial evaluation, generally seek price
> reductions from the Schedule Contractor(s) appearing to provide the
> best value (considering price and other factors); and
>
> \(3\) After price reductions have been sought, place the order with
> the Schedule Contractor that provides the best value and results in
> the lowest overall cost alternative. If further price reductions are
> not offered, an order may still be placed, if the ordering activity
> determines that it is appropriate.
>
> NOTE: For orders exceeding the maximum order threshold, the Contractor
> may:
>
> \(1\) Offer a new lower price for this requirement (the Price
> Reductions clause is not applicable to orders placed over the maximum
> order in FAR 52.216-19 Order Limitations);
>
> \(2\) Offer the lowest price available under the contract; or
>
> \(3\) Decline the order (orders must be returned in accordance with
> FAR 52.216-19).
>
> d\. Blanket purchase agreements (BPAs). The establishment of Federal
> Supply Schedule BPAs is permitted when following the ordering
> procedures in FAR 8.404. All schedule contracts contain BPA
> provisions. ordering activities may use BPAs to establish accounts
> with Contractors to fill recurring requirements. BPAs should address
> the frequency of ordering and invoicing, discounts, and delivery
> locations and times.
>
> e\. Price reductions. In addition to the circumstances outlined in
> paragraph c, above, there may be instances when ordering activities
> will find it advantageous to request a price reduction. For example,
> when the ordering activity finds a schedule supply or service
> elsewhere at a lower price or when a BPA is being established to fill
> recurring requirements, requesting a price reduction could be
> advantageous. The potential volume of orders under these agreements,
> regardless of the size of the individual order, may offer the ordering
> activity the opportunity to secure greater discounts. Schedule
> Contractors are not required to pass on to all schedule users a price
> reduction extended only to an individual ordering activity for a
> specific order.
>
> f\. Small business. For orders exceeding the micro-purchase threshold,
> ordering activities should give preference to the items of small
> business concerns when two or more items at the same delivered price
> will satisfy the requirement.
>
> g\. Documentation. Orders should be documented, at a minimum, by
> identifying the Contractor the item was purchased from, the item
> purchased, and the amount paid. If an ordering activity requirement,
> in excess of the micro-purchase threshold, is defined so as to require
> a particular brand name, product, or feature of a product peculiar to
> one manufacturer, thereby precluding consideration of a product
> manufactured by another company, the ordering activity shall include
> an explanation in the file as to why the particular brand name,
> product, or feature is essential to satisfy the ordering activity s
> needs.
>
>  
>
> 13\. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS
> REQUIREMENTS: ordering activities acquiring products from this
> Schedule must comply with the provisions of the Federal Standards
> Program, as appropriate (reference: NIST Federal Standards Index).
> Inquiries to determine whether or not specific products listed herein
> comply with Federal Information Processing Standards (FIPS) or Federal
> Telecommunication Standards (FED-STDS), which are cited by ordering
> activities, shall be responded to promptly by the Contractor.
>
> 13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS
> PUBS): Information Technology products under this Schedule that do not
> conform to Federal Information Processing Standards (FIPS) should not
> be acquired unless a waiver has been granted in accordance with the
> applicable \"FIPS Publication.\" Federal Information Processing
> Standards Publications (FIPS PUBS) are issued by the U.S. Department
> of Commerce, National Institute of Standards and Technology (NIST),
> pursuant to National Security Act. Information concerning their
> availability and applicability should be obtained from the National
> Technical Information Service (NTIS), 5285 Port Royal Road,
> Springfield, Virginia 22161. FIPS PUBS include voluntary standards
> when these are adopted for Federal use. Individual orders for FIPS
> PUBS should be referred to the NTIS Sales Office, and orders for
> subscription service should be referred to the NTIS Subscription
> Officer, both at the above address, or telephone number (703)
> 487-4650.
>
> 13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): Telecommunication
> products under this Schedule that do not conform to Federal
> Telecommunication Standards (FED-STDS) should not be acquired unless a
> waiver has been granted in accordance with the applicable \"FED-STD.\"
> Federal Telecommunication Standards are issued by the U.S. Department
> of Commerce, National Institute of Standards and Technology (NIST),
> pursuant to National Security Act. Ordering information and
> information concerning the availability of FED-STDS should be obtained
> from the GSA, Federal Supply Service, Specification Section, 470 East
> L Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number
> (202)619-8925. Please include a self-addressed mailing label when
> requesting information by mail. Information concerning their
> applicability can be obtained by writing or calling the U.S.
> Department of Commerce, National Institute of Standards and
> Technology, Gaithersburg, MD 20899, telephone number (301)975-2833.
>
>  
>
> 14\. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001)
> **FSS A/L FC 01-5**

\(a\) Security Clearances: The Contractor may be required to
obtain/possess varying levels of security clearances in the performance
of orders issued under this contract. All costs associated with
obtaining/possessing such security clearances should be factored into
the price offered under the Multiple Award Schedule.

\(b\) Travel: The Contractor may be required to travel in performance of
orders issued under this contract. Allowable travel and per diem charges
are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by
the ordering agency or can be priced as a fixed price item on orders
placed under the Multiple Award Schedule. The Industrial Funding Fee
does NOT apply to travel and per diem charges.

\(c\) Certifications, Licenses and Accreditations: As a commercial
practice, the Contractor may be required to obtain/possess any variety
of certifications, licenses and accreditations for specific FSC/service
code classifications offered. All costs associated with obtaining/
possessing such certifications, licenses and accreditations should be
factored into the price offered under the Multiple Award Schedule
program.

\(d\) Insurance: As a commercial practice, the Contractor may be
required to obtain/possess insurance coverage for specific FSC/service
code classifications offered. All costs associated with
obtaining/possessing such insurance should be factored into the price
offered under the Multiple Award Schedule program.

\(e\) Personnel: The Contractor may be required to provide key
personnel, resumes or skill category descriptions in the performance of
orders issued under this contract. Ordering activities may require
agency approval of additions or replacements to key personnel.

\(f\) Organizational Conflicts of Interest: Where there may be an
organizational conflict of interest as determined by the ordering
agency, the Contractor s participation in such order may be restricted
in accordance with FAR Part 9.5.

\(g\) Documentation/Standards: The Contractor may be requested to
provide products or services in accordance with rules, regulations, OMB
orders, standards and documentation as specified by the agency s order.

\(h\) Data/Deliverable Requirements: Any required data/deliverables at
the ordering level will be as specified or negotiated in the agency s
order.

\(i\) Government-Furnished Property: As specified by the agency s order,
the Government may provide property, equipment, materials or resources
as necessary.

> \(j\) Availability of Funds: Many Government agencies operating funds
> are appropriated for a specific fiscal year. Funds may not be
> presently available for any orders placed under the contract or any
> option year. The Government s obligation on orders placed under this
> contract is contingent upon the availability of appropriated funds
> from which payment for ordering purposes can be made. No legal
> liability on the part of the Government for any payment may arise
> until funds are available to the ordering Contracting Officer.
>
>  
>
> 15\. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: Any ordering
> activity, with respect to any one or more delivery orders placed by it
> under this contract, may exercise the same rights of termination as
> might the GSA Contracting Officer under provisions of FAR 52.212-4,
> paragraphs (l) Termination for the ordering activity s convenience,
> and (m) Termination for Cause (See C.1.)
>
>  
>
> 16\. GSA Advantage!
>
> GSA Advantage! is an on-line, interactive electronic information and
> ordering system that provides on-line access to vendors\' schedule
> prices with ordering information. GSA Advantage! will allow the user
> to perform various searches across all contracts including, but not
> limited to:
>
> \(1\) Manufacturer;\
> (2) Manufacturer\'s Part Number; and\
> (3) Product categories.
>
> Agencies can browse GSA Advantage! by accessing the Internet World
> Wide Web utilizing a browser (ex.: NetScape). The Internet address is
> <http://www.gsaadvantage.gov/>.
>
>  
>
> 17\. PURCHASE OF OPEN MARKET ITEMS
>
> NOTE: Open Market Items are also known as incidental items,
> noncontract items, non-Schedule items, and items not on a Federal
> Supply Schedule contract.
>
> For administrative convenience, an ordering activity contracting
> officer may add items not on the Federal Supply Multiple Award
> Schedule (MAS) \-- referred to as open market items \-- to a Federal
> Supply Schedule blanket purchase agreement (BPA) or an individual task
> or delivery order, **only if**-
>
> \(1\) All applicable acquisition regulations pertaining to the
> purchase of the items not on the Federal Supply Schedule have been
> followed (e.g., publicizing (Part 5), competition requirements (Part
> 6), acquisition of commercial items (Part 12), contracting methods
> (Parts 13, 14, and 15), and small business programs (Part 19));
>
> \(2\) The ordering activity contracting officer has determined the
> price for the items not on the Federal Supply Schedule is fair and
> reasonable;
>
> \(3\) The items are clearly labeled on the order as items not on the
> Federal Supply Schedule; and
>
> \(4\) All clauses applicable to items not on the Federal Supply
> Schedule are included in the order.
>
>  
>
> 18\. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS
>
> a\. For the purpose of this contract, commitments, warranties and
> representations include, in addition to those agreed to for the entire
> schedule contract:
>
> \(1\) Time of delivery/installation quotations for individual orders;
>
> \(2\) Technical representations and/or warranties of products
> concerning performance, total system performance and/or configuration,
> physical, design and/or functional characteristics and capabilities of
> a product/equipment/ service/software package submitted in response to
> requirements which result in orders under this schedule contract.
>
> \(3\) Any representations and/or warranties concerning the products
> made in any literature, description, drawings and/or specifications
> furnished by the Contractor.
>
> b\. The above is not intended to encompass items not currently covered
> by the GSA Schedule contract.
>
>  
>
> 19\. OVERSEAS ACTIVITIES
>
> The terms and conditions of this contract shall apply to all orders
> for installation, maintenance and repair of equipment in areas listed
> in the pricelist outside the 48 contiguous states and the District of
> Columbia, except as indicated below:
>
> Upon request of the Contractor, the ordering activity may provide the
> Contractor with logistics support, as available, in accordance with
> all applicable ordering activity regulations. Such ordering activity
> support will be provided on a reimbursable basis, and will only be
> provided to the Contractor\'s technical personnel whose services are
> exclusively required for the fulfillment of the terms and conditions
> of this contract.
>
>  
>
> 20\. BLANKET PURCHASE AGREEMENTS (BPAs)
>
> Federal Acquisition Regulation (FAR) 13.303-1(a) defines Blanket
> Purchase Agreements (BPAs) as a simplified method of filling
> anticipated repetitive needs for supplies or services by establishing
> charge accounts with qualified sources of supply. The use of Blanket
> Purchase Agreements under the Federal Supply Schedule Program is
> authorized in accordance with FAR 13.303-2(c)(3), which reads, in
> part, as follows:
>
> BPAs may be established with Federal Supply Schedule Contractors, if
> not inconsistent with the terms of the applicable schedule contract.
>
> Federal Supply Schedule contracts contain BPA provisions to enable
> schedule users to maximize their administrative and purchasing
> savings. This feature permits schedule users to set up accounts with
> Schedule Contractors to fill recurring requirements. These accounts
> establish a period for the BPA and generally address issues such as
> the frequency of
>
> ordering and invoicing, authorized callers, discounts, delivery
> locations and times. Agencies may qualify for the best quantity/volume
> discounts available under the contract, based on the potential volume
> of business that may be generated through such an agreement,
> regardless of the size of the individual orders. In addition, agencies
> may be able to secure a discount higher than that available in the
> contract based on the aggregate volume of business possible under a
> BPA. Finally, Contractors may be open to a progressive type of
> discounting where the discount would increase once the sales
> accumulated under the BPA reach certain prescribed levels. Use of a
> BPA may be particularly useful with the new Maximum Order feature. See
> the Suggested Format, contained in this Schedule Pricelist, for
> customers to consider when using this purchasing tool.
>
> ** **
>
> 21\. CONTRACTOR TEAM ARRANGEMENTS

Contractors participating in contractor team arrangements must abide by
all terms and conditions of their respective contracts. This includes
compliance with Clauses 552.238-74, Contractor s Reports of Sales and
552.238-76, Industrial Funding Fee, i.e., each contractor (team member)
must report sales and remit the IFF for all products and services
provided under its individual contract.

 

22.                 INSTALLATION, DEINSTALLATION, REINSTALLATION

The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in
excess of \$2,000 to which the United States or the District of Columbia
is a party for construction, alteration, or repair (including painting
and decorating) of public buildings or public works with the United
States, shall contain a clause that no laborer or mechanic employed
directly upon the site of the work shall received less than the
prevailing wage rates as determined by the Secretary of Labor. The
requirements of the Davis-Bacon Act do not apply if the construction
work is incidental to the furnishing of supplies, equipment, or
services. For example, the requirements do not apply to simple
installation or alteration of a public building or public work that is
incidental to furnishing supplies or equipment under a supply contract.
However, if the construction, alteration or repair is segregable and
exceeds \$2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will
be responsible for proper administration and enforcement of the Federal
labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon
wage determination will be issued by the ordering activity at the time a
request for quotations is made for applicable construction classified
installation, deinstallation, and reinstallation services under SIN
132-8.

 

23\. SECTION 508 COMPLIANCE.

If applicable, Section 508 compliance information on the supplies and
services in this contract are available in Electronic and Information
Technology (EIT) at the following:

**[OPTIMUS Corporation (OPTIMUS) is currently in the process of
developing Section 508 compliant software. OPTIMUS continuously works
with our government clients to assure all of their needs and issues are
addressed in regard to compliancy. OPTIMUS anticipates its software will
take advantage of accessibility features offered by its clients internal
Operating Systems.]{.underline}**

**[Inserts for OPTIMUS CD/DVD clients are currently Section 508
compliant.]{.underline}**

The EIT standard can be found at:
[www.Section508.gov/](http://www.section508.gov/).

 

24\. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under
Federal Supply Schedules, on behalf of an ordering activity, shall
follow the terms of the applicable schedule and authorization and
include with each order

> \(a\) A copy of the authorization from the ordering activity with whom
> the contractor has the prime contract (unless a copy was previously
> furnished to the Federal Supply Schedule contractor); and
>
> \(b\) The following statement:
>
> This order is placed under written authorization from \_\_\_\_\_\_\_
> dated \_\_\_\_\_\_\_. In the event of any inconsistency between the
> terms and conditions of this order and those of your Federal Supply
> Schedule contract, the latter will govern.
>
>  

25\. INSURANCE WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR
52.228-5)28.310

\(a\) The Contractor shall, at its own expense, provide and maintain
during the entire performance of this contract, at least the kinds and
minimum amounts of insurance required in the Schedule or elsewhere in
the contract.

\(b\) Before commencing work under this contract, the Contractor shall
notify the Contracting Officer in writing that the required insurance
has been obtained. The policies evidencing required insurance shall
contain an endorsement to the effect that any cancellation or any
material change adversely affecting the Government\'s interest shall not
be effective

> \(1\) For such period as the laws of the State in which this contract
> is to be performed prescribe; or
>
> \(2\) Until 30 days after the insurer or the Contractor gives written
> notice to the Contracting Officer, whichever period is longer.

\(c\) The Contractor shall insert the substance of this clause,
including this paragraph (c), in subcontracts under this contract that
require work on a Government installation and shall require
subcontractors to provide and maintain the insurance required in the
Schedule or elsewhere in the contract. The Contractor shall maintain a
copy of all subcontractors\' proofs of required insurance, and shall
make copies available to the Contracting Officer upon request.

AUTHORIZED FEDERAL SUPPLY SERVICE\
INFORMATION TECHNOLOGY SCHEDULE PRICELIST\
GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY\
EQUIPMENT, SOFTWARE AND SERVICES

### TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE

> 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 postacceptance rights
> (1) within a reasonable time after the defect was discovered or should
> have been discovered; and (2) before any substantial change occurs in
> the condition of the software, unless the change is due to the defect
> in the software.
>
> 2\. GUARANTEE/WARRANTY
>
> a\. Unless specified otherwise in this contract, the Contractor's
> standard commercial guarantee/warranty as stated in the contract's
> commercial pricelist will apply to this contract.

1.  **[Performance.]{.smallcaps}** For a period of ninety (90) days
    after the Effective Date (the "Software Warranty Period"), OPTIMUS
    warrants that the Software, when used as permitted under this
    Agreement and in accordance with the instructions in the
    Documentation (including use on a computer hardware and operating
    system platform supported by OPTIMUS), will operate substantially as
    described in the Documentation. OPTIMUS does not warrant the
    Licensee's use of the Software will meet licensee's requirements or
    be error-free or uninterrupted. OPTIMUS will, at its own expense and
    as its sole obligation and Licensee's exclusive remedy for any
    breach of this warranty, use commercially reasonable efforts (in
    accordance with the Maintenance and Support Schedule) to correct any
    reproducible error in the Software reported to OPTIMUS by Licensee
    during the Software Warranty Period or, if OPTIMUS determines that
    it is unable to correct the error, OPTIMUS will refund to Licensee
    all License Fees actually paid, in which case this Agreement and
    Licensee's right to use the Software will be terminated. The
    Software warranty period is limited to ninety (90) days and shall
    not be interpreted as perpetual.

2.  [**Exclusions.**]{.smallcaps} The limited warranty set forth in
    Section 2.a. 1.1 above shall not apply to the extent that the defect
    or malfunction occurs because (a) the affected Software has not been
    used in accordance with the Documentation or OPTIMUS'
    instructions; (b) the affected Software has been altered or modified
    by Licensee; or (c) of the malfunctioning of Licensee's or a third
    party's hardware or software, which materially affects the Software.
    OPTIMUS shall not be required to respond to a warranty claim
    hereunder to the extent that Licensee has not timely paid amounts
    due and owing to OPTIMUS under this Agreement.

3.  **[Disclaimers.]{.smallcaps}** Unless otherwise specifically set
    forth in the documentation, OPTIMUS does not warrant the performance
    of any software not provided by OPTIMUS, including Licensee's
    application pacjages which interact with the software or other
    commercially developed packages which may interact with the
    software. The computer system on which the software will reside will
    be supplied by Licensee at its sole expanse. Any warranties for said
    computer system or service bureau will be provided by the
    corresponding computer manufacturer and OPTIMUS shall have no
    responsibility or liability with respect to the same.

> 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 **[800-351-4381 or
> 970-674-9784]{.underline}** for the purpose of providing user
> assistance and guidance in the implementation of the software. The
> technical support number is available from **[7:00 AM to 5:00 PM
> (MST)]{.underline}**.
>
> 4\. SOFTWARE MAINTENANCE
>
> a\. Software maintenance service shall include the following:

**[3.0 Maintenance.]{.smallcaps}** Subject to Customer's payment of the
License Fees and/or the respective Annual Software Maintenance Fees,
beginning upon the Effective Date and/or the applicable Maintenance
Term, OPTIMUS will provide maintenance upgrades for the then-current
generally available release of the Software as follows.

**3.1 Errors.** Upon notification by Customer (pursuant to Section 2.a
1.1) of a failure of the Software to perform substantially in accordance
with the Documentation when operated according to the Documentation,
which failure can be reproduced at OPTIMUS' facility or via remote
access to the Customer's facility (an "**Error**") OPTIMUS shall use
reasonable commercial efforts to correct the Error or to provide the
Customer with a work-around. Should an acceptable work-around not be
available, OPTIMUS will use its reasonable commercial efforts to provide
a patch to correct the Error.

**3.2 Upgrades**. OPTIMUS will provide Customer with any generally
available upgrades for the Software.

> 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 MAINTENANCE (132‑34)
>
> a\. The Contractor shall honor orders for periods for the duration of
> the contract period or a lessor period of time.
>
> b\. 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 maintenance, the period of the 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
> maintenance orders citing the new appropriation shall be required, if
> the 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
> maintenance is to be terminated at that time. Orders for the
> continuation of maintenance will be required if the maintenance is to
> be continued during the subsequent period.
>
> 6\. UTILIZATION LIMITATIONS ‑ (132‑33 AND 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 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.
>
> 7\. SOFTWARE CONVERSIONS ‑ (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. The purchase price of the new software shall be reduced by
> the amount that was paid to purchase the earlier version.
>
> 8\. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

[OptiSeries™]{.smallcaps}

  -----------------------------------------------------------------------
  OptiSeries™ is one of the most comprehensive, component based,
  Electronic Document Presentment (EDP), data distribution and archiving
  solutions available today. OptiSeries™ simplifies the task of
  electronically distributing and accessing large quantities of critical
  business documents and data views such as statements, invoices, and
  reports.

  ![](media/image2.png){width="0.20833333333333334in"
  height="0.20833333333333334in"}

  The indexing, searching and retrieval capabilities are industry leading
  and enable documents to be delivered in the format of your choice, when
  you need it, where you need it, via the Internet, CD, DVD or output to
  another application. Regardless of your output needs, OptiSeries™ makes
  the transition seamless. OptiSeries™ is a set of purpose-built,
  component based, tools that are the underlying foundations of all
  OPTIMUS solutions. The component based technology has made it easier
  for OPTIMUS to select the correct pieces to address the varied
  requirements within the chosen markets. OPTIMUS software partners
  utilize OptiSeries™ within their own applications to expand their
  solutions while Service Bureaus choose the components they need to
  increase their capabilities to match those of their clients needs.
  OptiSeries™ filters legacy data, transforms it, indexes it and then
  compresses it for electronic distribution. By simplifying the
  distribution and access to critical business information, OptiSeries™
  helps you free valuable resources to focus on other critical corporate
  issues.
  -----------------------------------------------------------------------

+-----------------------------------------------------------------------+
| [OptiAuthor™]{.smallcaps}                                             |
|                                                                       |
| OptiAuthor™ is the heart of the OptiSeries™ of products, using a GUI  |
| methodology for job setup. OptiAuthor™ allows you to index your       |
| documents in any way you choose. Each document can be                 |
| crossed-referenced in multiple ways to simplify document retrieval    |
| and the entire process, once setup, can run unattended.               |
+-----------------------------------------------------------------------+
| +------------------------------------------------------------------+  |
| | -   Converts and indexes documents unattended                    |  |
| |                                                                  |  |
| | -   Creates an indexed, Web-ready relational database easily     |  |
| |     presented by custom applications, portals, or the standard   |  |
| |     OPTIMUS browser-based search and retrieval application       |  |
| |                                                                  |  |
| | -   Outputs indexed database to web or CD/DVD or hand-held       |  |
| |     devices                                                      |  |
| |                                                                  |  |
| | -   Accepts data streams from a mainframe, midrange or network   |  |
| |                                                                  |  |
| | -   Accepts virtually any image format - TIFF, JPEG, GIF, BMP    |  |
| |                                                                  |  |
| | -   Uses a familiar Windows-based interface for job setup        |  |
| |                                                                  |  |
| | -   Provides a job tracking log for billing and production       |  |
| |     information                                                  |  |
| |                                                                  |  |
| | -   Initiates data compression to maximize disc space            |  |
| |                                                                  |  |
| | -   Supports encryption and password protection for controlled   |  |
| |     access to confidential files                                 |  |
| +------------------------------------------------------------------+  |
+-----------------------------------------------------------------------+
| [OptiMaster]{.smallcaps}                                              |
+-----------------------------------------------------------------------+
| OptiMaster automates the CD production process within your existing   |
| operating environment. Working in conjunction with OptiAuthor™,       |
| OptiMaster automatically formats your files for CD production,        |
| produces the CDs and labels all of the disks. The routine runs        |
| unattended-no operator intervention required. All you see at the end  |
| of the day is a stack of CDs, each with correct files and labels,     |
| ready for shipping. OptiMaster will even generate mailing labels for  |
| you.                                                                  |
+-----------------------------------------------------------------------+
| +------------------------------------------------------------------+  |
| | -   Writes and labels hundreds of CDs without operator           |  |
| |     intervention                                                 |  |
| |                                                                  |  |
| | -   Labels CDs with text, graphics or both                       |  |
| |                                                                  |  |
| | -   Generates mailing labels for postal packaging                |  |
| |                                                                  |  |
| | -   Provides status screens to monitor progress of each job      |  |
| +------------------------------------------------------------------+  |
+-----------------------------------------------------------------------+

+-------------------------------------------------------------------+---+
| **[OptiMedia™\                                                    |   |
| ]{.smallcaps}**OptiMedia™ is the enterprise version of            |   |
| OptiMaster. It has been developed to provide a variety of         |   |
| packaging and media-related options to enterprise users. It       |   |
| extends the capability of OptiMaster, which is purely CD/DVD      |   |
| oriented, to work with databases and provide other media          |   |
| packages, such as hand-helds and USB drives (flash memory). The   |   |
| component is written in Java as a web service for enterprise      |   |
| deployments and is compatible with both the latest version of     |   |
| OptiAuthor™ and OptiCore™.                                        |   |
+-------------------------------------------------------------------+---+
| -   Compresses and optimizes the database and related indexing    |   |
|     data for each particular media                                |   |
|                                                                   |   |
| -   Packages appropriate search/retrieval application based on    |   |
|     media type                                                    |   |
|                                                                   |   |
| -   Manages encryption of the delivery package for secure         |   |
|     delivery to the media                                         |   |
|                                                                   |   |
| -   Manages database packaging for web and intranet deployment    |   |
|                                                                   |   |
| -   Writes and labels hundreds of CDs or DVDs without operator    |   |
|     intervention                                                  |   |
|                                                                   |   |
| -   Checks media output for integrity                             |   |
|                                                                   |   |
| -   Generates mailing labels for postal packaging                 |   |
|                                                                   |   |
| -   Provides status screens to monitor progress of each job       |   |
|                                                                   |   |
| -   Tracks shipping status for popular overnight shippers         |   |
+-------------------------------------------------------------------+---+

+-----------------------------------------------------------------------+
| **[OptiCore™\                                                         |
| ]{.smallcaps}**OptiCore™ is OPTIMUS' newest component, targeted for   |
| service bureaus and high volume in-house developers and integrators.  |
| OptiCore™ is an enterprise component, built as a web service in Java, |
| which combines the capabilities of Production Automator, DataSet      |
| Merge, with a more generic indexing engine management. OptiCore™      |
| allows different indexing and search engines to index the combined    |
| data sources and to be packaged with the eventual output dataset. The |
| component allows for integration of a complete, full-text capability  |
+-----------------------------------------------------------------------+
| -   Manages the input of data from many sources -- print streams,     |
|     images repositories, content management                           |
|                                                                       |
| -   Packages data into one coherent data package, based on relational |
|     data schema                                                       |
|                                                                       |
| -   Automates job initiation and processing                           |
|                                                                       |
| -   Provides UI for multiple job setup and management dashboard       |
|                                                                       |
| -   Extracts and merges multiple datasets or data subsets into a      |
|     coherent package                                                  |
|                                                                       |
| -   Indexes datasets and integrates indexes into the data package     |
|                                                                       |
| -   Optionally manages full text index with the data package          |
|                                                                       |
| -   Manages authorization and authentication of data package          |
+-----------------------------------------------------------------------+

**[General Requirements]{.smallcaps}**

OptiSeries™ was initially developed using Microsoft's new .NET
development environment. The newer modules (OptiCore™, OptiMedia™) are
programmed in Java for the J2EE environment to ensure enterprise
scalability. Both sets of products assure compatibility with future
Microsoft system requirements and capabilities going forward. The Java
based components will run in either Microsoft or Unix based platforms
with the appropriate Java Runtime Envionment.

Microsoft has published the following requirements to run .NET software.

[**Operating Systems**:]{.underline} .NET software should run on Windows
98 (or 98 Second Edition), Millenium Edition (ME), NT4 with Service Pack
6a or later, Windows 2000 and Windows XP. It's also scheduled to be
compatible with Microsoft's future .NET Server family. Using any of
these systems, it's important to have the latest Microsoft critical
updates (and Service Packs where applicable) installed, especially for
NT and 2000. These updates are easily acquired online from
[www.windowsupdate.microsoft.com](http://www.windowsupdate.microsoft.com/)
and they ensure the systems stability, compatibility with new software
and features, and the security the user's computer.

For agencies that centrally manage the configuration of all users'
computers, it may be possible to download a single critical update
package from Microsoft, or even to order it on CD; system administrators
can, check the update site for more information.

Microsoft also requires the Internet Explorer (IE) version 5.01 or later
to run .NET software. As with the operating systems themselves, IE can
be updated from Microsoft's update site.

The OptiSeries™ installer checks for the currency of the operating
system and IE and, if it finds either lacking, it will exit and notify
the user of what needs updating. The same can be said of the .NET
installer (which may be invoked during Run-from-CD as well as being
included in the OptiSeries™ installer; see below).

For the Java based componenets, any operating sytem platform capable of
running a Java Runtime Version 1.5 or higher will be able to host
OptiCore™ or OptiMedia™.

> [Hardware]{.underline}: Microsoft calls for at least a 90 MHz CPU and
> 96 MB of RAM to run a .NET client application like OptiSeries™. While
> testing indicates it is possible to run OptiSeries™ with less than
> this, performance is very poor and stability weak in such cases. We
> recommend the Microsoft figures as an ABSOLUTE minimum, and 128 MB is
> probably a little more realistic as minimum on-board memory.
>
> Hardware requirements for any of the OPTIMUS Java components are
> aligned with the J2EE specifications (Version 1.4).
>
> 11\. RIGHT‑TO‑COPY PRICING
>
> There is no charge for provisional copies subject to the following:

Licensee may reproduce the Software solely as necessary to exercise the
foregoing rights and may make up to two (2) copies of the Software for
backup or archival purposes. At no time will Licensee permit the
Software to be used in excess of the foregoing license grant. Licensee
will keep records regarding each copy of the Software made by Licensee,
including without limitation and as applicable, the facility in which
and server on which the copy is located. On Licensor's reasonable
written request, Licensee shall furnish Licensor with a signed statement
listing the location and designated CPU or server information for any
computer system(s) on which the Software is being run.

> **[GSA Pricing SIN 132-33]{.smallcaps}**
>
> **[OptiSeries™ Software and Upgrade Pricing]{.smallcaps}**

  ------------- ----------------- ----------------------- ------------- -------------
  SIN           Item              Description             GSA Price     Software
                                                                        Upgrade

  OptiSeries™                                                           

  132-33        OptiAuthor™       Per Server, with 1 to 2 \$31,736.25   \$10,155.60
                                  CPUs                                  

  132-33        OptiMaster        Per Server, with 1 to 2 \$13,601.25   \$4,352.40
                                  CPUs                                  

  132-33        OptiCore™         Per Server, with 1 to 2 \$27,202.50   \$8,704.80
                                  CPUs                                  

  132-33        OptiMedia™        Per Server, with 1 to 2 \$18,135.00   \$5,803.20
                                  CPUs                                  

  OptiSeries™                                                           
  Additions                                                             

  132-33        Additional CPU    Per CPU                 \$4,533.75    \$1,450.80
                License for                                             
                Server for                                              
                OptiAuthor™ and                                         
                OptiCore™                                               

  132-33        Additional CPU    Per CPU                 \$2,266.88    \$725.40
                License for                                             
                Server for                                              
                OptiMaster and                                          
                OptiMedia™                                              
  ------------- ----------------- ----------------------- ------------- -------------

  --------- ------------------- -------------------------- ---------------
            OptiSeries™ Options                            

  132-33    Full Text Indexing  Per License for            \$9,067.50
                                OptiAuthor™ and OptiCore™  

                                                           
  --------- ------------------- -------------------------- ---------------

> **GSA Pricing SIN 132-34**

  ---------------------- --------------- ---------------------------------
  OptiSeries™            Price (US\$)    Descriptions
  Subscription based                     
  Fees                                   

  ---------------------- --------------- ---------------------------------

+---+-----+----------------+---------------------+--------------------+---+
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| c |     |                |                     |                    |   |
| t |     |                |                     |                    |   |
| i |     |                |                     |                    |   |
| v |     |                |                     |                    |   |
| e |     |                |                     |                    |   |
| o |     |                |                     |                    |   |
| f |     |                |                     |                    |   |
| w |     |                |                     |                    |   |
| h |     |                |                     |                    |   |
| e |     |                |                     |                    |   |
| t |     |                |                     |                    |   |
| h |     |                |                     |                    |   |
| e |     |                |                     |                    |   |
| r |     |                |                     |                    |   |
| s |     |                |                     |                    |   |
| u |     |                |                     |                    |   |
| c |     |                |                     |                    |   |
| h |     |                |                     |                    |   |
| u |     |                |                     |                    |   |
| s |     |                |                     |                    |   |
| e |     |                |                     |                    |   |
| i |     |                |                     |                    |   |
| s |     |                |                     |                    |   |
| c |     |                |                     |                    |   |
| o |     |                |                     |                    |   |
| n |     |                |                     |                    |   |
| c |     |                |                     |                    |   |
| u |     |                |                     |                    |   |
| r |     |                |                     |                    |   |
| r |     |                |                     |                    |   |
| e |     |                |                     |                    |   |
| n |     |                |                     |                    |   |
| t |     |                |                     |                    |   |
| . |     |                |                     |                    |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | OptiAuthor™    |                     | Based on           |   |
| 3 |     | Subscription   |                     | Individual User    |   |
| 2 |     |                |                     | Count:             |   |
| - |     |                |                     |                    |   |
| 3 |     |                |                     | minimum purchase   |   |
| 4 |     |                |                     | 1,000 authorized   |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$7.48 per user     | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 2.72 per user    | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.36 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.68 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | OptiMaster     |                     | Based on           |   |
| 3 |     | Subscription   |                     | Individual User    |   |
| 2 |     |                |                     | Count:             |   |
| - |     |                |                     |                    |   |
| 3 |     |                |                     | minimum purchase   |   |
| 4 |     |                |                     | 1,000 authorized   |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 2.94 per user    | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.36 per user    | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.45 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.23 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | Combined       |                     | Based on           |   |
| 3 |     | OptiAuthor™ +  |                     | Individual User    |   |
| 2 |     | OptiMaster     |                     | Count: minimum     |   |
| - |     | Subscription   |                     | purchase 1,000     |   |
| 3 |     |                |                     | authorized users   |   |
| 4 |     |                |                     |                    |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 9.52 per user    | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 3.63 per user    | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 2.04 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.13 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | OptiCore™      |                     | Based on           |   |
| 3 |     | Subscription   |                     | Individual User    |   |
| 2 |     |                |                     | Count: minimum     |   |
| - |     |                |                     | purchase 1,000     |   |
| 3 |     |                |                     | authorized users   |   |
| 4 |     |                |                     |                    |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 6.80 per user    | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 2.26 per user    | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.36 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.68 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | OptiMedia™     |                     | Based on           |   |
| 3 |     | Subscription   |                     | Individual User    |   |
| 2 |     |                |                     | Count:             |   |
| - |     |                |                     |                    |   |
| 3 |     |                |                     | minimum purchase   |   |
| 4 |     |                |                     | 1,000 authorized   |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 3.85 per user    | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.81 per user    | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.45 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.23 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
| 1 |     | Combined       |                     | Based on           |   |
| 3 |     | OptiCore™ +    |                     | Individual User    |   |
| 2 |     | OptiMedia™     |                     | Count: minimum     |   |
| - |     | Subscription   |                     | purchase 1,000     |   |
| 3 |     |                |                     | authorized users   |   |
| 4 |     |                |                     |                    |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 9.52 per user    | Up to 1,000 users  |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 4.08per user     | Up to 10,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 2.27 per user    | Up to 50,000 users |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 1.36 per user    | Up to 100,000      |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   |     |                | \$ 0.91 per user    | More than 100,000  |   |
|   |     |                |                     | users              |   |
+---+-----+----------------+---------------------+--------------------+---+
|   | -   |                |                     |                    |   |
|   |   P |                |                     |                    |   |
|   | ric |                |                     |                    |   |
|   | ing |                |                     |                    |   |
|   |     |                |                     |                    |   |
|   |  in |                |                     |                    |   |
|   | clu |                |                     |                    |   |
|   | des |                |                     |                    |   |
|   |     |                |                     |                    |   |
|   |   I |                |                     |                    |   |
|   | FF. |                |                     |                    |   |
|   |     |                |                     |                    |   |
+---+-----+----------------+---------------------+--------------------+---+

+-----------------------------------+-----------------------------------+
|                                   | One Year                          |
|                                   |                                   |
|                                   | [Subscription]{.underline}        |
+-----------------------------------+-----------------------------------+
| Right to use                      | For all media and production      |
|                                   | output                            |
+-----------------------------------+-----------------------------------+
| Call Response Time\*              | 4-24 hours                        |
+-----------------------------------+-----------------------------------+
| Minor Enhancements\*              | Included                          |
+-----------------------------------+-----------------------------------+
| Bug Fixes\*                       | Included                          |
+-----------------------------------+-----------------------------------+
| Upgrades                          | Included                          |
+-----------------------------------+-----------------------------------+
| New Product Releases              | Not Included                      |
+-----------------------------------+-----------------------------------+

> \* Call response time for Subscription products are during 7am to 5pm
>
> \* Minor Enhancements and Bug Fixes include software bugs, corrections
> to documentation, and minor changes to features and functionality.

### 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 apply exclusively
> to IT Services within the scope of this Information Technology
> Schedule.
>
> b\. The Contractor shall provide services at the Contractor's facility
> and/or at the ordering activity location, as agreed to by the
> Contractor and the ordering activity.
>
> 2\. PERFORMANCE INCENTIVES
>
> a\. Performance incentives 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\. ORDERING PROCEDURES FOR SERVICES (REQUIRING A STATEMENT OF WORK)\
> (G-FCI-920) (MAR 2003)
>
> FAR 8.402 contemplates that GSA may occasionally find it necessary to
> establish special ordering procedures for individual Federal Supply
> Schedules or for some Special Item Numbers (SINs) within a Schedule.
> GSA has established special ordering procedures for services that
> require a Statement of Work. These special ordering procedures take
> precedence over the procedures in FAR 8.404 (b)(2) through (b)(3).
>
> When ordering services over \$100,000, Department of Defense (DOD)
> ordering offices and non-DOD agencies placing orders on behalf of the
> DOD must follow the policies and procedures in the Defense Federal
> Acquisition Regulation Supplement (DFARS) 208.404-70 -- Additional
> ordering procedures for services. When DFARS 208.404-70 is applicable
> and there is a conflict between the ordering procedures contained in
> this clause and the additional ordering procedures for services in
> DFARS 208.404-70, the DFARS procedures take precedence. GSA has
> determined that the prices for services contained in the contractor's
> price list applicable to this Schedule are fair and reasonable.
> However, the ordering activity using this contract is responsible for
> considering the level of effort and mix of labor proposed to perform a
> specific task being ordered and for making a determination that the
> total firm-fixed price or ceiling price is fair and reasonable.
>
> \(a\) When ordering services, ordering activities shall---
>
> \(1\) Prepare a Request (Request for Quote or other communication
> tool):
>
> \(i\) A statement of work (a performance-based statement of work is
> preferred) that outlines, at a minimum, the work to be performed,
> location of work, period of performance, deliverable schedule,
> applicable standards, acceptance criteria, and any special
> requirements (i.e., security clearances, travel, special knowledge,
> etc.) should be prepared.
>
> \(ii\) The request should include the statement of work and request
> the contractors to submit either a firm-fixed price or a ceiling price
> to provide the services outlined in the statement of work. A
> firm-fixed price order shall be requested, unless the ordering
> activity makes a determination that it is not possible at the time of
> placing the order to estimate accurately the extent or duration of the
> work or to anticipate cost with any reasonable degree of confidence.
> When such a determination is made, a labor hour or time-and-materials
> proposal may be requested. The firm-fixed price shall be based on the
> rates in the schedule contract and shall consider the mix of labor
> categories and level of effort required to perform the services
>
> described in the statement of work. The firm-fixed price of the order
> should also include any travel costs or other incidental costs related
> to performance of the services ordered, unless the order provides for
> reimbursement of travel costs at the rates provided in the Federal
> Travel or Joint Travel Regulations. A ceiling price must be
> established for labor-hour and time-and-materials orders.
>
> \(iii\) The request may ask the contractors, if necessary or
> appropriate, to submit a project plan for performing the task, and
> information on the contractor's experience and/or past performance
> performing similar tasks.
>
> \(iv\) The request shall notify the contractors what basis will be
> used for selecting the contractor to receive the order. The notice
> shall include the basis for determining whether the contractors are
> technically qualified and provide an explanation regarding the
> intended use of any experience and/or past performance information in
> determining technical qualification of responses. If consideration
> will be limited to schedule contractors who are small business
> concerns as permitted by paragraph (2) below, the request shall notify
> the contractors that will be the case.
>
> \(2\) Transmit the Request to Contractors:
>
> Based upon an initial evaluation of catalogs and price lists, the
> ordering activity should identify the contractors that appear to offer
> the best value (considering the scope of services offered, pricing and
> other factors such as contractors' locations, as appropriate) and
> transmit the request as follows:
>
> NOTE: When buying IT professional services under SIN 132---51 ONLY,
> the ordering office, at its discretion, may limit consideration to
> those schedule contractors that are small business concerns. This
> limitation is not applicable when buying supplies and/or services
> under other SINs as well as SIN 132-51. The limitation may only be
> used when at least three (3) small businesses that appear to offer
> services that will meet the agency's needs are available, if the order
> is estimated to exceed the micro-purchase threshold.
>
> \(i\) The request should be provided to at least three (3) contractors
> if the proposed order is estimated to exceed the micro-purchase
> threshold, but not exceed the maximum order threshold.
>
> \(ii\) For proposed orders exceeding the maximum order threshold, the
> request should be provided to additional contractors that offer
> services that will meet the ordering activity's needs.
>
> \(iii\) In addition, the request shall be provided to any contractor
> who specifically requests a copy of the request for the proposed
> order.
>
> \(iv\) Ordering activities should strive to minimize the contractors'
> costs associated with responding to requests for quotes for specific
> orders. Requests should be tailored to the minimum level necessary for
> adequate evaluation and selection for order placement. Oral
> presentations should be considered, when possible.
>
> \(3\) Evaluate Responses and Select the Contractor to Receive the
> Order:
>
> After responses have been evaluated against the factors identified in
> the request, the order should be placed with the schedule contractor
> that represents the best value. (See FAR 8.404)
>
> \(b\) The establishment of Federal Supply Schedule Blanket Purchase
> Agreements (BPAs) for recurring services is permitted when the
> procedures outlined herein are followed. All BPAs for services must
> define the services that may be ordered under the BPA, along with
> delivery or performance time frames, billing procedures, etc. The
> potential volume of orders under BPAs, regardless of the size of
> individual orders, may offer the ordering activity the opportunity to
> secure volume discounts. When establishing BPAs, ordering activities
> shall---
>
> \(1\) Inform contractors in the request (based on the ordering
> activity's requirement) if a single BPA or multiple BPAs will be
> established, and indicate the basis that will be used for selecting
> the contractors to be awarded the BPAs.
>
> \(i\) SINGLE BPA: Generally, a single BPA should be established when
> the ordering activity can define the tasks to be ordered under the BPA
> and establish a firm-fixed price or ceiling price for individual tasks
> or services to be ordered. When this occurs, authorized users may
> place the order directly under the established BPA when the need for
> service arises. The schedule contractor that represents the best value
> should be awarded the BPA. (See FAR 8.404)
>
> \(ii\) MULTIPLE BPAs: When the ordering activity determines multiple
> BPAs are needed to meet its requirements, the ordering activity should
> determine which contractors can meet any technical qualifications
> before establishing the BPAs. When establishing the BPAs, the
> procedures in (a)(2) above must be followed. The procedures at (a)(2)
> do not apply to orders issued under multiple BPAs. Authorized users
> must transmit the request for quote for an order to all BPA holders
> and then place the order with the Schedule contractor that represents
> the best value.
>
> \(2\) Review BPAs Periodically: Such reviews shall be conducted at
> least annually. The purpose of the review is to determine whether the
> BPA still represents the best value. (See FAR 8.404)
>
> \(c\) The ordering activity should give preference to small business
> concerns when two or more contractors can provide the services at the
> same firm-fixed price or ceiling price.
>
> \(d\) When the ordering activity's requirement involves both products
> as well as executive, administrative and/or professional, services,
> the ordering activity should total the prices for the products and the
> firm-fixed price for the services and select the contractor that
> represents the best value. (See FAR 8.404)
>
> \(e\) The ordering activity, at a minimum, should document orders by
> identifying the contractor from which the services were purchased, the
> services purchased, and the amount paid. If other than a firm-fixed
> price order is placed, such documentation should include the basis for
> the determination to use a labor-hour or time-and-materials order. For
> ordering activity requirements in excess of the micro-purchase
> threshold, the order file should document the evaluation of Schedule
> contractors' quotes that formed the basis for the selection of the
> contractor that received the order and the rationale for any
> trade-offs made in making the selection.
>
> 4\. ORDER
>
> a\. Agencies may use written orders, EDI orders, blanket purchase
> agreements, individual purchase orders, or task orders for ordering
> services under this contract. Blanket Purchase Agreements shall not
> extend beyond the end of the contract period; all services and
> delivery shall be made and the contract terms and conditions shall
> continue in effect until the completion of the order. Orders for tasks
> which extend beyond the fiscal year for which funds are available
> shall include FAR 52.232-19 Availability of Funds for the Next Fiscal
> Year. The purchase order shall specify the availability of funds and
> the period for which funds are available.
>
> b\. All task orders are subject to the terms and conditions of the
> contract. In the event of conflict between a task order and the
> contract, the contract will take precedence.
>
> 5\. PERFORMANCE OF SERVICES
>
> a\. The Contractor shall commence performance of services on the date
> agreed to by the Contractor and the ordering activity.
>
> b\. The 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.
>
> 6\. INSPECTION OF SERVICES
>
> The Inspection of Services--Fixed Price (AUG 1996) 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)
> 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
> Rights in Data -- General, may apply.
>
> 8\. RESPONSIBILITIES OF THE ORDERING ACTIVITY
>
> Subject to security regulations, the ordering activity shall permit
> Contractor access to all facilities necessary to perform the requisite
> IT Services.
>
> 9\. INDEPENDENT CONTRACTOR
>
> All IT Services performed by the Contractor under the terms of this
> contract shall be as an independent Contractor, and not as an agent or
> employee of the ordering activity.
>
> 10\. ORGANIZATIONAL CONFLICTS OF INTEREST
>
> a\. Definitions.
>
> "Contractor" means the person, firm, unincorporated association, joint
> venture, partnership, or corporation that is a party to this contract.
>
> "Contractor and its affiliates" and "Contractor or its affiliates"
> refers to the Contractor, its chief executives, directors, officers,
> subsidiaries, affiliates, subcontractors at any tier, and consultants
> and any joint venture involving the Contractor, any entity into or
> with which the Contractor subsequently merges or affiliates, or any
> other successor or assignee of the Contractor.
>
> An "Organizational 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 I (APR
> 1984) 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 (DEC
> 2002) applies to labor‑hour orders placed under this contract.
>
> 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
>
> Provided are descriptions of each type of IT Service offered under
> Special Item Number 132-51.
>
> **[Labor Category Pricing]{.smallcaps}**

+--------------------------------------+-------------------------------+
| > **[Labor Category]{.smallcaps}**   | > **[GSA Hourly               |
|                                      | > Rate]{.smallcaps}**         |
+--------------------------------------+-------------------------------+
| Senior Software Engineer             | \$126.69                      |
+--------------------------------------+-------------------------------+
| Software Engineer                    | \$92.91                       |
+--------------------------------------+-------------------------------+
| Project Management                   | \$161.42                      |
+--------------------------------------+-------------------------------+
| Quality Assurance/Testing Engineer   | \$92.91                       |
+--------------------------------------+-------------------------------+
| Technical Writer                     | \$80.71                       |
+--------------------------------------+-------------------------------+

-   Pricing includes IFF.

> Labor Category Descriptions

  ------------------- ----------------------------- ------------- -----------------------
                      Job Description               Minimum       Minimum Work Experience
                                                    Education     

  Senior Software     Under general direction,      Bachelor's    5 years programming or
  Engineer            formulates/defines system     degree in     systems analysis
                      scope and objectives. Devises Math or       experience.
                      or modifies procedures to     Computer      
                      solve complex problems        Science or    
                      considering computer          formal        
                      equipment capacity and        technical     
                      limitations, operating time   educational   
                      and form of desired results.  equivalent.   
                      Prepares detailed                           
                      specifications from which                   
                      programs will be written.                   
                      Designs, codes, tests, debugs               
                      documents and maintains those               
                      programs.                                   

  Software Engineer   Under general supervision,    Bachelor's    2 years programming or
                      formulates and defines system degree in     systems analysis
                      scope and objectives through  Math or       experience.
                      research and fact-finding to  Computer      
                      develop or modify moderately  Science or    
                      complex problems. Prepares    formal        
                      detailed specifications from  technical     
                      which programs will be        educational   
                      written. Designs, codes,      equivalent.   
                      tests, debugs documents and                 
                      maintains those programs.                   

  Project Manager     Member of development team    Bachelor's    8 years project
                      designing highly complex      degree in     management experience.
                      software systems for large    Math or       
                      client applications. Designs  Computer      
                      and develops new software     Science or    
                      products or major             formal        
                      enhancements to existing      technical     
                      software. Acts as high level  educational   
                      technical expert, addressing  equivalent.   
                      problems of system                          
                      integration, compatibility,                 
                      multiple platforms.                         
                      Responsible for project                     
                      completion. May advise on                   
                      feasibility of potential                    
                      future projects to                          
                      management.                                 

  Quality             Develops and implements       Bachelor's    4 years quality
  Assurance/Testing   quality assurance standards,  degree in     assurance and testing
  Engineer            processes, and controls.      Math or       experience.
                      Develops methods for          Computer      
                      inspection, testing,          Science or    
                      sampling, and training.       formal        
                      Evaluates production          technical     
                      capabilities and recommends   educational   
                      improvements. May assist in   equivalent.   
                      developing quality assurance                
                      policies and procedures.                    
                      Develops test plans, final                  
                      testing of error correction.                

  Technical Writer    Under general supervision, is Associate's   3 years technical
                      responsible for the           degree in     writing/documentation
                      preparation of operation and  Business,     experience.
                      maintenance manuals and       Technical     
                      technical publications.       Writing or    
                      Gathers technical             English.      
                      information, prepares                       
                      moderately complex written                  
                      text and coordinates layout                 
                      and manual organization.                    
                      Researches available                        
                      engineering/development                     
                      information such as drawings,               
                      design reports, equipment and               
                      test specifications.                        
                      Understands user's level of                 
                      proficiency and prepares                    
                      documents accordingly,                      
                      following standard guidelines               
                      for technical publications.                 
  ------------------- ----------------------------- ------------- -----------------------

> **[Production Services]{.smallcaps}**

  ----------- -------------- ------------------- ------------ ------------
              GSA Price                                       

                                                              

              2 Day          3 Day Turnaround    4 Day        5 Day
              Turnaround                         Turnaround   Turnaround

  Monthly     Price per page Price per page      Price per    Price per
  Page Volume                                    page         page

              Production                                      
              Scheduled for                                   
              1st -- 14th of                                  
              the Month                                       

  1 --        0.00789        0.00716             0.00653      0.00589
  500,000                                                     

  500,001 --  0.00753        0.00680             0.00617      0.00562
  1,000,000                                                   

  1,000,001   0.00716        0.00644             0.00589      0.00535
  --                                                          
  2,500,000                                                   

  2,500,001   0.00689        0.00617             0.00562      0.00508
  --                                                          
  5,000,000                                                   

  5,000,001   0.00662        0.00589             0.00535      0.00481
  -- above                                                    

              Production                                      
              Scheduled for                                   
              15th -- 31st                                    
              of the Month                                    

  1 --        0.00544        0.00490             0.00453      0.00408
  500,000                                                     

  500,001 --  0.00517        0.00472             0.00426      0.00390
  1,000,000                                                   

  1,000,001   0.00499        0.00453             0.00408      0.00372
  --                                                          
  2,500,000                                                   

  2,500,001   0.00481        0.00435             0.00390      0.00354
  --                                                          
  5,000,000                                                   

  5,000,001   0.00453        0.00408             0.00363      0.00335
  -- above                                                    
  ----------- -------------- ------------------- ------------ ------------

-   Pricing includes IFF.

> **[OPTIMUS Production Services]{.smallcaps}**

  -----------------------------------------------------------------------
  OPTIMUS is one of the world's foremost Application Service Providers
  (ASP) of computer output to CD/DVD and the Web. Every month we process
  tens of millions of images to CD-ROM, DVD and the Web. OPTIMUS has
  helped thousands of employees at scores of companies increase their
  productivity, improve their customer service and enhance their customer
  retention rates.

  OPTIMUS' Production Services Group (PSG) replaces the cumbersome and
  expensive archival of microfiche and paper with the speed and
  convenience of CD/DVD and optional Web viewing systems, giving you a
  better way to manage your clients\' documents.

  PSG consultants will work with you to make sure that your exact
  requirements are met and that outsourcing is the appropriate solution
  for you. The solution for each company is dependent upon multiple
  issues; what works for one organization may not work for others. Our
  experienced consultants will work with you to determine your exact
  needs and then recommend the appropriate solution for you.

  -----------------------------------------------------------------------

> **[Service Bureau Cooperative Services]{.smallcaps}**

  ------------------------------------ ----------------------------------
                                       

                                       

                                       GSA Price

  Initial Setup Fee                    \$9,369.75

  0 -- 500,000                         0.00281

  500,001 - 5,000,000                  0.00187

  5,000,001 - 10,000,000               0.00094

  10,000,000 - above                   0.00070
  ------------------------------------ ----------------------------------

-   Pricing includes IFF.

[Service Bureau Cooperative Services]{.smallcaps}

> Produce customers' work at any stage including document indexing,
> compression and preparation, print datastream conversion and CD\\DVD
> production using our OPTIMUS Software system. Multiple clients can be
> supported while maintaining security and integrity between these
> entities and their associated documents. Special pricing will meet the
> Service Bureau business model. On special request, a comprehensive
> marketing and technical support plan will assist the Service Bureau in
> growing their own business.

### USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS

PREAMBLE

> **OPTIMUS Corporation** provides commercial products and services to
> ordering activities. We are committed to promoting participation of
> small, small disadvantaged and women-owned small businesses in our
> contracts. We pledge to provide opportunities to the small business
> community through reselling opportunities, mentor-protégé programs,
> joint ventures, teaming arrangements, and subcontracting.

COMMITMENT

> To actively seek and partner with small businesses.
>
> To identify, qualify, mentor and develop small, small disadvantaged
> and women-owned small businesses by purchasing from these businesses
> whenever practical.
>
> To develop and promote company policy initiatives that demonstrate our
> support for awarding contracts and subcontracts to small business
> concerns.
>
> To undertake significant efforts to determine the potential of small,
> small disadvantaged and women-owned small business to supply products
> and services to our company.
>
> To insure procurement opportunities are designed to permit the maximum
> possible participation of small, small disadvantaged, and women-owned
> small businesses.
>
> To attend business opportunity workshops, minority business enterprise
> seminars, trade fairs, procurement conferences, etc., to identify and
> increase small businesses with whom to partner.
>
> To publicize in our marketing publications our interest in meeting
> small businesses that may be interested in subcontracting
> opportunities.
>
> We signify our commitment to work in partnership with small, small
> disadvantaged and women-owned small businesses to promote and increase
> their participation in ordering activity contracts. To accelerate
> potential opportunities please contact:
>
> > **Mr. Richard Hessdorfer**
>
> > **970- 226-8206 (phone)**
>
> > **970-226-3464 (fax)**
>
> > **richardh@OPTIMUS-corp.com**

BEST VALUE\
BLANKET PURCHASE AGREEMENT\
FEDERAL SUPPLY SCHEDULE

> (Insert Customer Name)
>
> In the spirit of the Federal Acquisition Streamlining Act [(ordering
> activity)]{.underline} and **[OPTIMUS Corporation]{.underline}** enter
> into a cooperative agreement to further reduce the administrative
> costs of acquiring commercial items from the General Services
> Administration (GSA) Federal Supply Schedule Contract(s)
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.
>
> Federal Supply Schedule contract BPAs eliminate contracting and open
> market costs such as: search for sources; the development of technical
> documents, solicitations and the evaluation of offers. Teaming
> Arrangements are permitted with Federal Supply Schedule Contractors in
> accordance with Federal Acquisition Regulation (FAR) 9.6.
>
> This BPA will further decrease costs, reduce paperwork, and save time
> by eliminating the need for repetitive, individual purchases from the
> schedule contract. The end result is to create a purchasing mechanism
> for the ordering activity that works better and costs less.
>
> Signatures
>
> Ordering Activity Date OPTIMUS Corporation Date
>
> BPA NUMBER\_\_\_\_\_\_\_\_\_\_\_\_\_

(CUSTOMER NAME)\
BLANKET PURCHASE AGREEMENT

> Pursuant to GSA Federal Supply Schedule Contract
> Number(s)\_\_\_\_\_\_\_\_\_\_\_\_, Blanket Purchase Agreements, the
> Contractor agrees to the following terms of a Blanket Purchase
> Agreement (BPA) EXCLUSIVELY WITH (ordering activity):
>
> \(1\) The following contract items can be ordered under this BPA. All
> orders placed against this BPA are subject to the terms and conditions
> of the contract, except as noted below:
>
> > MODEL NUMBER/PART NUMBER \*SPECIAL BPA DISCOUNT/PRICE\
> > \
> > [\
> > ]{.underline} [\
> > ]{.underline}
>
> \(2\) Delivery:
>
> > DESTINATION DELIVERY SCHEDULES / DATES\
> > \
> > [\
> > ]{.underline} [\
> > ]{.underline}
>
> \(3\) The ordering activity estimates, but does not guarantee, that
> the volume of purchases through this agreement will be
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.
>
> \(4\) This BPA does not obligate any funds.
>
> \(5\) This BPA expires on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ or at the
> end of the contract period, whichever is earlier.
>
> \(6\) The following office(s) is hereby authorized to place orders
> under this BPA:
>
> > OFFICE POINT OF CONTACT\
> > \
> > [\
> > ]{.underline} [\
> > ]{.underline}
>
> \(7\) Orders will be placed against this BPA via Electronic Data
> Interchange (EDI), FAX, or paper.
>
> \(8\) Unless otherwise agreed to, all deliveries under this BPA must
> be accompanied by delivery tickets or sales slips that must contain
> the following information as a minimum:
>
> \(a\) Name of Contractor;
>
> \(b\) Contract Number;
>
> \(c\) BPA Number;
>
> \(d\) Model Number or National Stock Number (NSN);
>
> \(e\) Purchase Order Number;
>
> \(f\) Date of Purchase;
>
> \(g\) Quantity, Unit Price, and Extension of Each Item (unit prices
> and extensions need not be shown when incompatible with the use of
> automated systems; provided, that the invoice is itemized to show the
> information); and
>
> \(h\) Date of Shipment.
>
> \(9\) The requirements of a proper invoice are specified in the
> Federal Supply Schedule contract. Invoices will be submitted to the
> address specified within the purchase order transmission issued
> against this BPA.
>
> \(10\) The terms and conditions included in this BPA apply to all
> purchases made pursuant to it. In the event of an inconsistency
> between the provisions of this BPA and the Contractor's invoice, the
> provisions of this BPA will take precedence.

BASIC GUIDELINES FOR USING\
"CONTRACTOR TEAM ARRANGEMENTS"

> Federal Supply Schedule Contractors may use "Contractor Team
> Arrangements" (see FAR 9.6) to provide solutions when responding to a
> ordering activity requirements.
>
> These Team Arrangements can be included under a Blanket Purchase
> Agreement (BPA). BPAs are permitted under all Federal Supply Schedule
> contracts.
>
> Orders under a Team Arrangement are subject to terms and conditions or
> the Federal Supply Schedule Contract.
>
> Participation in a Team Arrangement is limited to Federal Supply
> Schedule Contractors.
>
> Customers should refer to FAR 9.6 for specific details on Team
> Arrangements.
>
> Here is a general outline on how it works:

-   The customer identifies their requirements.

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-   Federal Supply Schedule Contractors may individually meet the
    > customers needs, or -

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-   Federal Supply Schedule Contractors may individually submit a
    > Schedules "Team Solution" to meet the customer's requirement.

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-   Customers make a best value selection.