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22-179 Carahsoft via General Services Administration (GSA) Cooperative Agreement Terms and Conditions for ACCELA May 20, 2022 City of Cupertino 1300 Torre Avenue Cupertino, CA 95014-3202 Dear Sir or Madam: This letter is to confirm that Carahsoft is the sole source of Accela products and services for resell under the GSA Schedule. Carahsoft has full authority to sell Accela products to federal, state, and local government and healthcare customers in the United States and Canada under the GSA Schedule. Should you have any questions regarding this matter, please do not hesitate to contact me. Sincerely, Aaron Haggarty Chief Legal Officer ahaggarty@accela.com 1 IN PERSON AND TELECONFERENCE MEETING For more information: (408)777-3200 │ www.cupertino.org AGENDA OF THE CUPERTINO CITY COUNCIL Tuesday, June 21, 2022 Televised Study Session (5:30) and Regular Meeting(6:45) CITY COUNCIL DARCY PAUL, MAYOR LIANG CHAO, VICE MAYOR KITTY MOORE, COUNCILMEMBER HUNG WEI, COUNCILMEMBER JON ROBERT WILLEY, COUNCILMEMBER CONDUCT OF BUSINESS The Mayor is the presiding officer of the City Council. Any member of the public may speak on any item on the agenda for up to three minutes. All statements and questions must be addressed to the Mayor. City Council hearings serve as a venue for the discussion of sometimes divergent points of view. Please respect the opinions of others and refrain from cheering or clapping. That may delay the meeting or intimidate other persons wishing to express alternate views. Actions that disrupt the meeting will result in a warning, followed by removal if disruption continues. The proceedings of the meeting are recorded, therefore members of the audience who address the City Council must come to the lectern/microphone, and are requested to complete a Speaker Card and identify themselves. Completion of Speaker Cards and identifying yourself is voluntary and not required to attend the meeting or provide comments. FLOWCHART FOR HEARING ITEMS: Mayor introduces agenda item Councilmembers report any site visits or outside communications. Staff reports and makes recommendation Applicant or Appellant makes presentation (up to 10 mins.) Speakers submit a Request to Speak card, and are allowed up to 3 minutes per individual. Council members may ask questions of speakers. Mayor invites members of the public to speak about the agenda item For appeals of approvals, the applicant may respond to appellants presentation. City Council votes on the agenda item Council holds initial discussions and/or a Councilmember makes a motion and obtains a second. The City Council then discusses and deliberates on the motion(s) and votes. Mayor closes the hearing Councilmembers ask questions. PUBLIC HEARINGS The City Council is required by law to hold public hearings on certain matters prior to making its decision. Notice to interested parties is given by legal advertisement in the local newspaper of general circulation at least 10 calendar days preceding the hearing date. Applications requiring public hearings include change of zoning, variances, use permits, and tentative maps. COUNCIL MEETINGS The City Council regularly meets the first and third Tuesdays of each month. These meetings are held in the Council Chamber of the Cupertino Community Hall, 10350 Torre Avenue, at 6:45 p.m. Closed sessions, when needed, are normally held at 6:00 p.m. Closed sessions cover items such as personnel, litigation, or the sale , purchase, or lease of property. The law requires certain actions taken in closed session to be reported in open session. Urgent business, holidays, or election days may trigger special or adjourned meetings. These meetings will be noticed beforehand. AGENDAS, MINUTES, AND PACKETS AVAILABLE ON THE WEB Agendas, minutes, and packets for current and prior City Council and Planning Commission meetings are available at www.cupertino.org, or you can purchase the items on CD. CITY COUNCIL DECISION IS FINAL Prior to seeking judicial review of any adjudicatory (quasi‐judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to www.http://www.cupertino.org/index.as px?page=125 for a reconsideration petition form. Mayor Invites applicant/appellant to repond to public CITY OF CUPERTINO CITY COUNCIL AGENDA 10350 Torre Avenue, Council Chamber and via Teleconference Tuesday, June 21, 2022 5:30 PM Televised Special Meeting Study Session (5:30) and Regular City Council Meeting (6:45) IN-PERSON AND TELECONFERENCE / PUBLIC PARTICIPATION INFORMATION Members of the public wishing to observe the meeting may do so in one of the following ways: 1) Attend in person at Cupertino Community Hall, 10350 Torre Avenue. 2) Tune to Comcast Channel 26 and AT&T U-Verse Channel 99 on your TV. 3) The meeting will also be streamed live on and online at www.Cupertino.org/youtube and www.Cupertino.org/webcast Members of the public wishing to comment on an item on the agenda may do so in the following ways: 1) Appear in person at Cupertino Community Hall. Members of the audience who address the City Council must come to the lectern/microphone, and are requested to complete a Speaker Card and identify themselves. Completion of Speaker Cards and identifying yourself is voluntary and not required to attend the meeting or provide comments. 2) E-mail comments by 4:30 p.m. on Tuesday, June 21 to the Council at citycouncil@cupertino.org. These e-mail comments will also be forwarded to Councilmembers by the City Clerk’s office before the meeting and posted to the City’s website after the meeting. 3) E-mail comments during the times for public comment during the meeting to the City Clerk at cityclerk@cupertino.org. The City Clerk will read the emails into the record, and display any attachments on the screen, for up to three minutes (subject to the Mayor’s discretion to shorten time for public comments). Members of the public that wish to share a document must email cityclerk@cupertino.org prior to speaking. Members of the public may provide oral public comments during the meeting as follows: Page 1 City Council Agenda June 21, 2022 Oral public comments will be accepted during the meeting. Comments may be made during “oral communications” for matters not on the agenda, and during the public comment period for each agenda item. Teleconferencing Instructions To address the City Council, click on the link below to register in advance and access the meeting: Online Register in advance for this webinar: https://cityofcupertino.zoom.us/webinar/register/WN_2ncWgLsERjSMpG_RP4L3UQ Phone Dial: 669-900-6833 and enter Webinar ID: 913 8537 8659 (Type *9 to raise hand to speak, *6 to unmute yourself). Unregistered participants will be called on by the last four digits of their phone number. Or an H.323/SIP room system: H.323: 162.255.37.11 (US West) 162.255.36.11 (US East) Meeting ID: 913 8537 8659 SIP: 91385378659@zoomcrc.com After registering, you will receive a confirmation email containing information about joining the webinar. Please read the following instructions carefully: 1. You can directly download the teleconference software or connect to the meeting in your internet browser. If you are using your browser, make sure you are using a current and up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers, including Internet Explorer. 2. You will be asked to enter an email address and a name, followed by an email with instructions on how to connect to the meeting. Your email address will not be disclosed to the public. If you wish to make an oral public comment but do not wish to provide your name, you may enter “Cupertino Resident” or similar designation. 3. When the Mayor calls for the item on which you wish to speak, click on “raise hand,” or, Page 2 City Council Agenda June 21, 2022 if you are calling in, press *9. Speakers will be notified shortly before they are called to speak. 4. When called, please limit your remarks to the time allotted and the specific agenda topic. In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this teleconference City Council meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the Council meeting to arrange for assistance. In addition, upon request, in advance, by a person with a disability, City Council meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format. NOTICE AND CALL FOR A SPECIAL MEETING OF THE CUPERTINO CITY COUNCIL NOTICE IS HEREBY GIVEN that a special meeting of the Cupertino City Council is hereby called for Tuesday, June 21, 2022, commencing at 5:30 p.m. in Community Hall Council Chamber, 10350 Torre Avenue, Cupertino, California 95014 and via teleconference. Said special meeting shall be for the purpose of conducting business on the subject matters listed below under the heading, “Special Meeting." SPECIAL MEETING ROLL CALL - 5:30 PM STUDY SESSION 1.Subject: Public Review Draft Climate Action Plan 2.0 Study Session Recommended Action: Provide feedback to staff on the Public Review Draft Climate Action Plan 2.0 Presenter: Andre Duurvoort, Sustainability Division Manager Staff Report A – Public Review Draft Climate Action Plan 2.0 B – Summary Responses from Survey #3 C – Summary from Stakeholder Workshop #3 D – Additional Written Communications Received ADJOURNMENT REGULAR MEETING PLEDGE OF ALLEGIANCE - 6:45 PM ROLL CALL Page 3 City Council Agenda June 21, 2022 CEREMONIAL MATTERS AND PRESENTATIONS - None POSTPONEMENTS AND ORDERS OF THE DAY ORAL COMMUNICATIONS This portion of the meeting is reserved for persons wishing to address the Council on any matter within the jurisdiction of the Council and not on the agenda. The total time for Oral Communications will ordinarily be limited to one hour. Individual speakers are limited to three (3) minutes. As necessary, the Chair may further limit the time allowed to individual speakers, or reschedule remaining comments to the end of the meeting on a first come first heard basis, with priority given to students. In most cases, State law will prohibit the Council from discussing or making any decisions with respect to a matter not listed on the agenda. A councilmember may, however, briefly respond to statements made or questions posed by speakers. A councilmember may also ask a question for clarification, provide a reference for factual information, request staff to report back concerning a matter, or request that an item be added to a future City Council agenda in response to public comment. REPORTS BY COUNCIL AND STAFF 1.Subject: Brief reports on councilmember activities and brief announcements Recommended Action: Receive brief reports on councilmember activities and brief announcements 2.Subject: Report on Committee assignments Recommended Action: Report on Committee assignments 3.Subject: Report on Subcommittee assignments Recommended Action: Report on Subcommittee assignments 4.Subject: City Manager update Recommended Action: Receive City Manager update on City business CONSENT CALENDAR (Items 5 - 17) Unless there are separate discussions and/or actions requested by council, staff or a member of the public, it is requested that items under the Consent Calendar be acted on simultaneously. 5.Subject: Consider approval of the May 31 City Council minutes Recommended Action: Approve the May 31 City Council minutes A - Draft Minutes 6.Subject: Consider approval of the June 1 City Council minutes Recommended Action: Approve the June 1 City Council minutes Page 4 6:50(30) 7:20(5) 7:25(10) 7:35(10) 7:45(5) 7:50(5) City Council Agenda June 21, 2022 A - Draft Minutes 7.Subject: Consider approval of the June 7 City Council minutes Recommended Action: Approve the June 7 City Council minutes A - Draft Minutes 8.Subject: Consider approval of the June 9 (Closed Session) City Council minutes Recommended Action: Approve the June 9 (Closed Session) City Council minutes A - Draft Minutes 9.Subject: Consider approval of the June 9 (Continued from June 7) City Council minutes Recommended Action: Approve the June 9 (Continued from June 7) City Council minutes A - Draft Minutes 10.Subject: Consider accepting Accounts Payable for the period ending May 2, 2022 Recommended Action: Adopt Resolution No. 22-071 accepting Accounts Payable for the period ending May 2, 2022 A - Draft Resolution B - AP Report 11.Subject: Consider accepting Accounts Payable for the period ending May 9, 2022 Recommended Action: Adopt Resolution No. 22-072 accepting Accounts Payable for the period ending May 9, 2022 A - Draft Resolution B - AP Report 12.Subject: Consider accepting Accounts Payable for the period ending May 16, 2022 Recommended Action: Adopt Resolution No. 22-073 accepting Accounts Payable for the period ending May 16, 2022 A - Draft Resolution B - AP Report 13.Subject: Consider accepting Accounts Payable for the period ending May 23, 2022 Recommended Action: Adopt Resolution No. 22-074 accepting Accounts Payable for the period ending May 23, 2022 A - Draft Resolution B - AP Report 14.Subject: Consider accepting Accounts Payable for the period ending May 31, 2022 Recommended Action: Adopt Resolution No. 22-075 accepting Accounts Payable for the period ending May 31, 2022 Page 5 City Council Agenda June 21, 2022 A - Draft Resolution B - AP Report 15.Subject: Consider authorizing the City Manager to execute a services agreement with Carahsoft to renew Accela Permitting, Licensing and Land-use Management System subscription service for the total cost of $1,261,851.26 over five years Recommended Action: Authorize the City Manager to execute a services agreement with Carahsoft to renew Accela Permitting, Licensing and Land-use Management System subscription service for the total cost of $1,261,851.26 over five years Staff Report A - Carahsoft Price Quote Proposal B - General Services Administration (GSA) Cooperative Agreement, Terms and Conditions C - ACCELA General Services Administration (GSA) Sole Source Letter D - Proof of Insurance 16.Subject: Maintenance agreements for the Blackberry Farm Golf Course (Continued from June 7, 2022) Recommended Action: Receive report on the maintenance agreements for the Blackberry Farm Golf Course. Staff Report A - CC Staff Report 01-25-02 B - Letter of Protest from Environmental Golf C - CC Minutes 01-25-02 D - CC Minutes 03-18-02 and Agreement 02-28 Blackberry Farm Golf Course Maintenance, Proj . 2001-08 (includes substitute agreement) E - CC Staff Report 03-15-05 F - CC Minutes 03-15-05 G - CC Minutes 05-03-05 and Agreement 05-061, Professional Turf Management H - BBF Golf Maintenance 2010 Project Manual and Bid Documents I - CC Minutes 03-16-10 and Agreement 10-044 Blackberry Farm Golf Course Maintenance, Professional Turf Management J - BBF Golf Maintenance 2016 Project Manual and Bid Documents K - 15-206 Professional Turf Management; Blackberry Farm Golf Course Maintenance (Original Contract and Amendments 1-5) L - CC Minutes 12-01-15 M - 15-206 Professional Turf Management; Blackberry Farm Golf Course Maintenance (Amendment 6) N - CC Minutes 04-06-21 O - Purchasing Policy 17.Subject: Consider authorizing the City Manager to execute a Funding Agreement between the City of Cupertino and the City of San Jose for a budget allocation of $154,079 to participate in the Stevens Creek Boulevard Vision Study, which includes a 10% contingency Page 6 City Council Agenda June 21, 2022 Recommended Action: 1. Authorize the City Manager to execute a Funding Agreement between the City of Cupertino and City of San Jose for the Stevens Creek Corridor Vision Study; and 2. Adopt Resolution No. 22-076 approving Budget Modification #2122-191 in the amount of $154,079 for the City of Cupertino's contribution toward the Stevens Creek Corridor Vision Study, an amount that includes a 10% contingency (Attachment A) Staff Report A - Draft Resolution B - Draft Funding Agreement C - February 15 City Council Staff Report SECOND READING OF ORDINANCES - None PUBLIC HEARINGS 18.Subject: Brush Abatement Program hearing to consider objections to proposed removal of brush and order abatement of the public nuisance; and consideration of a resolution ordering abatement of potential fire hazard pursuant to Cupertino Municipal Code (Section 16.40.200) regarding Defensible Space (brush) and Resolution No. 22-055 Recommended Action: 1.) Conduct Brush Abatement Program hearing to note objections of property owners having their name on the list of properties that have been non-compliant in removing brush; and 2.) Adopt Resolution 22-077 ordering abatement of public nuisance and potential fire hazard pursuant to Cupertino Municipal Code (Section 16.40.200) regarding Defensible Space (brush) and Resolution No. 22-055 (Attachment A) Presenter: Kirsten Squarcia, City Clerk Staff Report A - Draft Resolution B – Brush Parcel Abatement List C – WUI Letter Sent to All Property Owners D – Follow-up Letter to Non-Compliant Owners E – Brush Hearing Letter Sent to Non-Compliant Owners F – Approved Resolution No. 20-055 ORDINANCES AND ACTION ITEMS 19.Subject: Consider accepting Accounts Payable for the period ending December 20, 2021 (Continued from June 7, 2022) Recommended Action: Adopt Resolution No. 22-015 accepting Accounts Payable for the period ending December 20, 2021 Presenter: Tina Kapoor, Economic Development Manager Page 7 7:55(15) 8:10(45) City Council Agenda June 21, 2022 Staff Report A - Payments to Chamber Jan 2015 - Mar 2022 B - Festivals - City Fees Waived & City Expenses C - Reservations for Meeting Space at City Facilities D - Draft Resolution E - AP Report (Including Chamber Contract Payment) F - I Love Cupertino Invoices 20.Subject: Update on the Status of the Research from the City Council Subcommittee Meetings for the Cupertino Historical Society Recommended Action: Receive an update on the status of the research from the City Council subcommittee meetings for the Cupertino Historical Society and provide direction on next steps Presenter: Rachelle Sander, Assistant Director of Parks and Recreation Staff Report A - 1992-1996 Resolutions and Tenant Agreements B - Comparative Analysis - Santa Clara County Historical Society Relationships C - Historical Funding Report (FY 2017-21) and Proposed FY 2022-23 D - Community Funding Grant Policy 21.Subject: Consider conducting a first reading of an ordinance for amendments to Cupertino Municipal Code Chapter 2.80 and Sections 19.102.040, 19.148.030, 19.148.050, 19.148.060, and 19.148.090 to Adopt a Name Change for the Fine Arts Commission to the Arts and Culture Commission Recommended Action: Conduct the first reading of Ordinance No. 22-2241: “An Ordinance of the City Council of the City of Cupertino Amending Cupertino Municipal Code Chapter 2.80 and Sections 19.102.040, 19.148.030, 19.148.050, 19.148.060, and 19.148.090 to adopt a name change for the Fine Arts Commission to the Arts and Culture Commission" Presenter: Rachelle Sander, Assistant Director of Parks and Recreation Staff Report A - Santa Clara County Comparison B - Outreach Survey Results for Fine Arts Name Change C - Fine Arts Name Change Draft Ordinance - Blackline Version D - Fine Arts Name Change Draft Ordinance - Clean Version 22.Subject: Consider conducting a first reading of an ordinance amending Municipal Code Chapter 2.84: Environmental Review Committee Recommended Action: Conduct the first reading and approve the introduction of Ordinance No. 22-2242: "An Ordinance of the City Council of the City of Cupertino amending Municipal Code Chapter 2.84: Environmental Review Committee" Presenter: Chris Jensen, City Attorney Staff Report A - Draft Ordinance Page 8 8:55(45) 9:40(45) 10:25(20) City Council Agenda June 21, 2022 COUNCIL AND STAFF COMMENTS AND FUTURE AGENDA ITEMS ADJOURNMENT The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law. Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/cityclerk for a reconsideration petition form. In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the meeting to arrange for assistance. In addition, upon request, in advance, by a person with a disability, meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format. Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, Cupertino, California 95014, during normal business hours; and in Council packet archives linked from the agenda/minutes page on the Cupertino web site. IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code section 2.08.100 written communications sent to the Cupertino City Council, Commissioners or City staff concerning a matter on the agenda are included as supplemental material to the agendized item. These written communications are accessible to the public through the City’s website and kept in packet archives. Do not include any personal or private information in written communications to the City that you do not wish to make public, as written communications are considered public records and will be made publicly available on the City website. Page 9 10:45(10) 10:55 THE CITY COUNCIL AND STAFF CITY COUNCIL Cupertino is a General Law city organized under and subject to statutes of the State of California. It is governed by the five‐member City Council with the Mayor as the presiding officer. City Council members are elected at‐large to four‐year, overlapping terms. Each November a mayor and a vice‐mayor are selected by the City Council for a one‐ year term. The City Council receives advice and assistance from eleven advisory bodies, which are appointed by the Council. These are the Audit Committee, Bicycle Pedestrian Commission, Fine Arts Commission, Housing Commission, Library Commission, Parks and Recreation Commission, Planning Commission, Public Safety Commission, Sustainability Commission, Teen Commission, and Technology, Information, and Communications Commission. Council members also serve on a variety of regional bodies, including: ∙ Association of Bay Area Governments ∙ League of California Cities ∙ Santa Clara County (SCC)Cities Association ∙ SCC Emergency Preparedness Council ∙ SCC Library District ∙ SCC Emergency Preparedness Commission ∙ Santa Clara Valley Water Commission and Water District ∙ SCC Transportation Authoritym ∙ West Valley Mayors and Managers STAFF The City Manager and the City Attorney are appointed by the Council. The City Manager is responsible for interpreting and carrying out Council policies and direction, and as the chief administrative officer, the City Manager coordinates the many activities of the city and appoints the professional and technical staff. The City Attorney is the advisor to the City Council as a whole. TYPES OF COUNCIL ACTIONS ORDINANCES Ordinances are the means by which the City enacts its local laws. Unless an urgent situation exists, ordinances will first be presented at a Council meeting as a “first reading." At a subsequent Council meeting, there will be a “second reading and adoption." Ordinances go into effect after a waiting period of thirty days, in most cases, during which time the summary of the ordinance is published in a local newspaper approved for this purpose. RESOLUTIONS Resolutions and minute orders are the means by which the City Council formally adopts policies or approves specific actions. These go into effect when adopted. APPEALS Any interested person, including a Council member, may appeal a Planning Commission or Director of Community Development decision to the City Council. An appeal must be submitted in writing to the City Clerk within 14 calendar days of the mailing of the notice of the decision. RECONSIDERATION Prior to seeking judicial review of any adjudicatory (quasi‐judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to www.http://www.cupertino.org/index.aspx?page=125 for a reconsideration petition form.   COMMUNICATING WITH COUNCIL (408) 777‐3195 (408) 777‐3192 (408) 777‐1398 (408) 777‐3139 (408) 777‐3193 (408)777‐3212 All Council members: Darcy Paul Liang Chao Kitty Moore Hung Wei Jon Robert Willey      Executive Assistant     City Hall citycouncil@cupertino.org DPaul@cupertino.org       LiangChao@cupertino.org         Kmoore@cupertino.org    HWei@cupertino.org    JWilley@cupertino.org       Debran@cupertino.org       www.cupertino.org (408) 777‐CITY Please note: the City Council discourages submission of written materials on the day of the meeting as this does not  provide enough time to give the materials fair evaluation.  If  you must provide written materials on the day of the  meeting, as least one copy must be given to the City Clerk for the permanent record, and ten copies are preferred. NEWS AND NOTICES FROM CITY HALL EMAIL Sign up for e‐notification of agendas, elections, and other news on the city website at www.cupertino.org/notify TELEVISION The City Channel  broadcasts City Council and Planning Commission meetings , as well as agenda previews, public  service announcements, and other programs of community interest, on Channel 26 in Cupertino.   The meetings  are shown at these times: Tuesday    (live) 6:45 p.m. Friday (replay) 10:00 a.m. Thursday  (replay)      7:00 p.m. Saturday   (replay)    9:00 a.m. INTERNET City Council and Planning Commission videos are available on demand at www.cupertino.org.   Select  "I Want  To, View City Council meetings".   News and community information can also be found at: https://www.facebook.com/cityofcupertino/ https://twitter.com/CityofCupertino https://www.instagram.com/cityofcupertino AUDIO Tune into  Radio Cupertino, 1670 AM, for  meeting announcements, public service messages,and emergency  announcements. USEFUL TELEPHONE NUMBERS City of Cupertino  (City Hall) General Information  and Comments (408) 777‐CITY Fire (Emergency) Santa Clara County Fire Dept.  dispatch    911 Fire (Non‐Emergency ) Santa Clara County Fire Dept.(408)378‐4010 Garbage        Recology South Bay (408) 725‐4020 Gas & Electricity Pacific Gas & Electric (PG&E) 1‐800‐743‐5000 Recreation & Community Quinlan Community Center (408) 777‐3120 Services Police (Emergency)Santa Clara County Sheriff  dispatch 911 Police (Non‐Emergency) Santa Clara County Sheriff (408) 868‐6600 Public Health         Santa Clara County Public Health (408) 732‐3720 Sanitary Sewers       Cupertino Sanitary District        (408) 253‐7071 Water San Jose Water       (408) 279‐7900 California Water       (650) 917‐0152 Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 1 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com General Services Administration Federal Supply Service Authorized Federal Supply Schedule Price List Contractor: Carahsoft Technology Corp. 11493 Sunset Hills Rd., Suite 100 Reston, VA 20190 Phone: (703) 871-8500 Fax: (703) 871-8505 www.carahsoft.com Contract Number: GS-35F-0119Y Modification Number: A832 Period Covered by Contract: December 20, 2011 through December 19, 2026 Authorized Special Item Numbers (SINs): Special Item No. 33411: Purchasing of new electronic equipment Special Item No. 511210: Software Publishers Special Item No. 518210C: Cloud and Cloud-Related IT Professional Services Special Item No. 532420L: Leasing of new electronic equipment Special Item No. 541370GEO: Earth Observation Solutions Special Item No. 54151: Software Maintenance Services Special Item No. 541519CDM: Continuous Diagnostics and Mitigation (CDM) Tools Special Item No. 54151ECOM: Electronic Commerce and Subscription Services Special Item No. 54151S: Information Technology Professional Services Special Item No. 561422: Automated Contact Center Solutions (ACCS) Special Item No. 611420: Information Technology Training Special Item No. 811212: Maintenance of Equipment, Repair Services &/or Repair/Spare Parts Special Item No. ANCILLARY: Ancillary Supplies and Services Special Item No. OLM: Order-Level Materials (OLM) Online access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The Internet address for GSA Advantage! Is https://gsaadvantage.gov Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 2 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Table of Contents Contractor Data and Points of Contact _______________________________________________________________________ 4 Contractor’s Point of Contact for Contract Administration ______________________________________________________ 4 Business Size: ________________________________________________________________________________________ 4 DUNs Number: ______________________________________________________________________________________ 4 Ordering Instructions / Terms and Conditions _________________________________________________________________ 4 1a. Authorized Special Item Numbers (SINs) ________________________________________________________________ 4 1b. Lowest Priced Model Number and Price for Each SIN: _____________________________________________________ 4 1c. Hourly Rates ______________________________________________________________________________________ 4 2. Maximum Order ____________________________________________________________________________________ 5 3. Minimum Order ____________________________________________________________________________________ 5 4. Geographic Coverage ________________________________________________________________________________ 5 5. Point(s) of Production ________________________________________________________________________________ 5 6. Discount from Internal Rate ___________________________________________________________________________ 5 7. Quantity Discount ___________________________________________________________________________________ 5 8. Prompt Payment Terms ______________________________________________________________________________ 5 9. Government Purchase Card ___________________________________________________________________________ 6 10. Foreign Items _____________________________________________________________________________________ 6 11a. Time of Delivery __________________________________________________________________________________ 6 11b. Expedited Delivery ________________________________________________________________________________ 6 11c. Overnight and 2-Day Delivery ________________________________________________________________________ 6 11d. Urgent Requirements _______________________________________________________________________________ 7 12. FOB Point________________________________________________________________________________________ 7 13a. Ordering Address _________________________________________________________________________________ 7 13b. Ordering Procedures _______________________________________________________________________________ 7 14. Payment Address ___________________________________________________________________________________ 7 15. Warranty Provision _________________________________________________________________________________ 7 16. Export Packing Charges _____________________________________________________________________________ 7 17. Terms and Conditions of Government Purchase Card Acceptance _____________________________________________ 7 18. Terms and Conditions of Rental, Maintenance, and Repair (if applicable) ________________________________________ 8 19. Terms and Conditions of Installation ___________________________________________________________________ 8 20a. Terms and Conditions of Repair Parts Indicating Date of Parts Price Lists and Any Discounts from List Prices (if available) 8 20b. Terms and Conditions for Any Other Services ___________________________________________________________ 8 21. List of Service and Distribution Points __________________________________________________________________ 8 Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 3 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 22. List of Participating Dealers __________________________________________________________________________ 8 23. List of Approved Manufacturer CSAs ___________________________________________________________________ 8 24a. Preventative Maintenance ___________________________________________________________________________ 8 24b. Special Attributes such as Environmental Attributes (e.g. recycled content, energy efficiency, and/or reduced pollutants) ___ 8 24c. Section 508 Compliance for Electronic and Information Technology __________________________________________ 8 25. Data Universal Number System (DUNS) Number _________________________________________________________ 8 26. Notification Regarding Registration in System for Award Management (SAM) Database_____________________________ 9 27. Labor Category Descriptions and Pricing ________________________________________________________________ 9 28. Non-Defective Product Returns _______________________________________________________________________ 9 Table of Awarded Special Item Numbers (SINs) _______________________________________________________________ 10 Special Item Number Information _______________________________________________________________________ 10 Special Item No. 33411: Purchasing of New Electronic Equipment ______________________________________________ 10 Special Item No. 511210: Software Publishers _______________________________________________________________ 12 Special Item No. 518210C: Cloud and Cloud-Related IT Professional Services ______________________________________ 12 Special Item No. 532420L: Leasing of new electronic equipment ________________________________________________ 23 SIN 532420L Option 1 Lease Terms and Conditions _______________________________________________________ 23 SIN 532420L Option 2 Lease Terms and Conditions _______________________________________________________ 27 Special Item No. 541370GEO: Earth Observation Solutions ___________________________________________________ 32 Special Item No. 54151: Software Maintenance Services _______________________________________________________ 32 Special Item No. 541519CDM: Continuous Diagnostics and Mitigation (CDM) Tools ________________________________ 33 Special Item No. 54151ECOM: Electronic Commerce and Subscription Services ____________________________________ 33 Special Item No. 54151S: Information Technology Professional Services __________________________________________ 33 Special Item No. 561422: Automated Contact Center Solutions (ACCS) ___________________________________________ 36 Special Item No. 611420: Information Technology Training ____________________________________________________ 36 Special Item No. 811212: Maintenance of Equipment, Repair Services and/or Repair/Spare Parts _______________________ 36 SIN 811212 Hardware Maintenance Order Terms ___________________________________________________________ 37 SIN 811212 Hardware Repair Service Order Terms __________________________________________________________ 39 ATTACHMENT I - AUTHORIZED PARTICIPATING DEALERS ___________________________________________ 42 ATTACHMENT II – Contractor Team Arrangements ________________________________________________________ 43 ATTACHMENT III – Commercial Supplier Agreements ______________________________________________________ 44 ATTACHMENT IV A – U.S. Government Adobe FITARA Addendum __________________________________________ 45 ATTACHMENT IV B – U.S. Government Nutanix FITARA Addendum _________________________________________ 48 ATTACHMENT IV C - U.S. Government VERITAS FITARA Addendum _______________________________________ 52 ATTACHMENT V – Approved IT Manufacturers __________________________________________________________ 55 Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 4 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Contractor Data and Points of Contact Contractor’s Point of Contact for Contract Administration Brianna Guest – Contract Manager Carahsoft Technology Corp. 11493 Sunset Hills Rd., Suite 100 Reston, VA 20190 (703) 871-8500 (Main) | (703) 871-8505 (fax) contracts@carahsoft.com Business Size: Other than Small DUNs Number: 088365767 Ordering Instructions / Terms and Conditions 1a. Authorized Special Item Numbers (SINs) Special Item No. 33411: Purchasing of new electronic equipment Special Item No. 511210: Software Publishers Special Item No. 518210C: Cloud and Cloud-Related IT Professional Services Special Item No. 532420L: Leasing of new electronic equipment Special Item No. 541370GEO: Earth Observation Solutions Special Item No. 54151: Software Maintenance Services Special Item No. 541519CDM: Continuous Diagnostics and Mitigation (CDM) Tools Special Item No. 54151ECOM: Electronic Commerce and Subscription Services Special Item No. 54151S: Information Technology Professional Services Special Item No. 561422: Automated Contact Center Solutions (ACCS) Special Item No. 611420: Information Technology Training Special Item No. 811212: Maintenance of Equipment, Repair Services &/or Repair/Spare Parts Special Item No. ANCILLARY: Ancillary Supplies and Services Special Item No. OLM: Order-Level Materials (OLM) 1b. Lowest Priced Model Number and Price for Each SIN: Not applicable. 1c. Hourly Rates See the Terms and Conditions for SIN 54151S on pg. 33, below. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 5 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 2. Maximum Order SIN 33411 $500,000 SIN 511210 $500,000 SIN 518210C $500,000 SIN 532420L $500,000 SIN 541370GEO $1,000,000 SIN 54151 $500,000 SIN 541519CDM $500,000 SIN 54151ECOM $500,000 SIN 54151S $500,000 SIN 564122 $500,000 SIN 611420 $250,000 SIN 811212 $500,000 SIN ANCILLARY $250,000 SIN OLM $250,000 3. Minimum Order $100 4. Geographic Coverage Domestic and Overseas 5. Point(s) of Production Varies by Manufacturer 6. Discount from Internal Rate The GSA Net Price published on GSA Advantage! Reflects the fully burdened price. The negotiated discount has been applied and the Industrial Funding Fee has been added. 7. Quantity Discount Varies by Manufacturer, as reflected on GSA Advantage! 8. Prompt Payment Terms Net 30 Days Information for Ordering Offices: Prompt Payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Percentage-Based Purchasing: The published $0.01 price is not the customers’ final price. The Purchase price of the product is based on a commercial list price that is Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 6 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com determined for the price you paid for the product. Please contact Carahsoft Technology Corp. at (703) 871-8500 or contracts@carahsoft.com for assistance with calculating the purchase price of the software maintenance and additional product information. 9. Government Purchase Card Accepted for sales at or below the micro-purchase threshold. Acceptance for purchases above the micro-purchase threshold will be determined on a procurement-by-procurement basis. 10. Foreign Items None 11a. Time of Delivery SIN 33411: 30 Days after Receipt of Order SIN 511210: 30 Days after Receipt of Order SIN 518210C: 30 Days after Receipt of Order SIN 532420L: 30 Days after Receipt of Order SIN 541370GEO: 30 Days after Receipt of Order SIN 54151: 30 Days after Receipt of Order SIN: 541519CDM: 30 Days after Receipt of Order SIN 54151ECOM: 30 Days after Receipt of Order SIN 54151S: 30 Days after Receipt of Order SIN 561422: 30 Days after Receipt of Order SIN 611420: 30 Days after Receipt of Order SIN 811212: 30 Days after Receipt of Order SIN ANCILLARY: 30 Days after Receipt of Order 11b. Expedited Delivery Please contact the Contractor for availability and rates. 11c. Overnight and 2-Day Delivery Please contact the Contractor for availability and rates. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 7 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 11d. Urgent Requirements Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery. 12. FOB Point Destination 13a. Ordering Address Karina Woods – Operations Manager Carahsoft Technology Corp. 11493 Sunset Hills Rd., Suite 100 Reston, VA 20190 (703) 871-8519 (telephone) (703) 871-8505 (fax) gsaorders@carahsoft.com 13b. Ordering Procedures For supplies and services, the ordering procedures and information on Blanket Purchase Agreements (BPAs) are found in Federal Acquisition Regulation (FAR) 8.405-3. 14. Payment Address Jillian Szczepanek Accounts Receivable Carahsoft Technology Corp. 11493 Sunset Hills Rd., Suite 100 Reston, VA 20190 (703) 871-8614 (telephone) (703) 871-8505 (fax) gsapayments@carahsoft.com 15. Warranty Provision Varies by Manufacturer and Product/Service 16. Export Packing Charges Not applicable 17. Terms and Conditions of Government Purchase Card Acceptance Please contact the Contractor for terms and conditions of acceptance. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 8 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 18. Terms and Conditions of Rental, Maintenance, and Repair (if applicable) Not applicable 19. Terms and Conditions of Installation Not applicable 20a. Terms and Conditions of Repair Parts Indicating Date of Parts Price Lists and Any Discounts from List Prices (if available) Not applicable 20b. Terms and Conditions for Any Other Services Not applicable 21. List of Service and Distribution Points Not applicable 22. List of Participating Dealers The full list of Participating Dealers can be found on the Carahsoft website, https://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule- 70/authorized-dealers 23. List of Approved Manufacturer CSAs https://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule-70/eula2 Additional terms may apply. 24a. Preventative Maintenance None 24b. Special Attributes such as Environmental Attributes (e.g. recycled content, energy efficiency, and/or reduced pollutants) None 24c. Section 508 Compliance for Electronic and Information Technology Varies by Manufacturer 25. Data Universal Number System (DUNS) Number 088365767 Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 9 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 26. Notification Regarding Registration in System for Award Management (SAM) Database Contractor has an Active Registration in the SAM database 27. Labor Category Descriptions and Pricing See the Terms and Conditions for SIN 54151S beginning on page 33 below. 28. Non-Defective Product Returns Products are eligible for return or replacement within 30 days of invoice. New and unopened product return requests received more than 30 days after invoice are considered to be out-of-policy return requests. These types of requests will be considered on a case-by-case basis. Any applicable shipping costs are to be paid by the customer. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 10 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Table of Awarded Special Item Numbers (SINs) Authorized Special Item Numbers (SINs) Title/ Description 33411 Purchasing of new electronic equipment 511210 Software Publishers 518210C Cloud and Cloud-Related IT Professional Services 532420L Leasing of new electronic equipment 541370GEO Earth Observation Solutions 54151 Software Maintenance Services 541519CDM Continuous Diagnostics and Mitigation (CDM) Tools 54151ECOM Electronic Commerce and Subscription Services 54151S Information Technology Professional Services 561422 Automated Contact Center Solutions (ACCS) 611420 Information Technology Training 811212 Maintenance of Equipment, Repair Services and/or Repair/Spare Parts ANCILLARY Ancillary Supplies and Services OLM Order-Level Materials (OLM) Special Item Number Information Special Item No. 33411: Purchasing of New Electronic Equipment Includes desktop, laptop, tablet computers (including rugged), servers, storage equipment, hyperconverged integrated systems, supercomputers, routers, switches and other communications equipment, IT security equipment (hardware based firewalls), audio and video (AV) equipment, public address systems, monitors/displays, sensors and other Internet of Things (IOT) devices, printers and Multi-Function Device (MFD) equipment, broadcast band radio, two-way radio (LMR), microwave radio equipment, satellite communications equipment, radio transmitters/receivers (airborne), radio navigation equipment/antennas, optical/imaging systems, and associated peripherals required for operations (such as controllers, connectors, cables, drivers, adapters, etc., ancillary installation of any equipment purchased. NOTE: Subject to Cooperative Purchasing FSC CLASS 7010 - SYSTEM CONFIGURATION End User Computers/Desktop Computers Professional Workstations Servers Laptop/Portable/Notebook Computers Large Scale Computers Optical and Imaging Systems Other Systems Configuration Equipment, Not Elsewhere Classified FSC CLASS 7025 - INPUT/OUTPUT AND STORAGE DEVICES Printers Display Graphics, including Video Graphics, Light Pens, Digitizers, Scanners, and Touch Screens Network Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 11 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Equipment Other Communications Equipment Optical Recognition Input/Output Devices Storage Devices including Magnetic Storage, Magnetic Tape Storage and Optical Disk Storage Other Input/Output and Storage Devices, Not Elsewhere Classified FSC CLASS 7035 - ADP SUPPORT EQUIPMENT ADP Support Equipment FSC Class 7042 - MINI AND MICRO COMPUTER CONTROL DEVICES Microcomputer Control Devices Telephone Answering and Voice Messaging Systems FSC CLASS 7050 - ADP COMPONENTS ADP Boards FSC CLASS 5995 - CABLE, CORD, AND WIRE ASSEMBLIES: COMMUNICATIONS EQUIPMENT Communications Equipment Cables FSC CLASS 6015 - FIBER OPTIC CABLES Fiber Optic Cables FSC CLASS 6020 - FIBER OPTIC CABLE ASSEMBLES AND HARNESSES Fiber Optic Cable Assemblies and Harnesses FSC CLASS 6145 - WIRE AND CABLE, ELECTRICAL Coaxial Cables FSC Class 5805 - TELEPHONE AND TELEGRAPH EQUIPMENT Telephone Equipment Audio and Video Teleconferencing Equipment FSC CLASS 5810 - COMMUNICATIONS SECURITY EQUIPMENT AND COMPONENTS Communications Security Equipment FSC CLASS 5815 - TELETYPE AND FACSIMILE EQUIPMENT Facsimile Equipment (FAX) FSC CLASS 5820 - RADIO AND TELEVISION COMMUNICATION EQUIPMENT, EXCEPT AIRBORNE Two -Way Radio Transmitters/Receivers/Antennas Broadcast Band Radio Transmitters/Receivers/Antennas Microwave Radio Equipment/Antennas and Waveguides Satellite Communications Equipment FSC CLASS 5821 - RADIO AND TELEVISION COMMUNICATION EQUIPMENT, AIRBORNE Airborne Radio Transmitters/Receivers FSC CLASS 5825 - RADIO NAVIGATION EQUIPMENT, EXCEPT AIRBORNE Radio Navigation Equipment/Antennas FSC CLASS 5826 - RADIO NAVIGATION EQUIPMENT, AIRBORNE Airborne Radio Navigation Equipment Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 12 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com FSC CLASS 5830 - INTERCOMMUNICATION AND PUBLIC ADDRESS SYSTEMS, EXCEPT AIRBORNE Pagers and Public Address Systems (wired and wireless transmissions, including background music systems) FSC CLASS 5841 - RADAR EQUIPMENT, AIRBORNE Airborne Radar Equipment FSC CLASS 5895 - MISCELLANEOUS COMMUNICATION EQUIPMENT Miscellaneous Communications Equipment Installation (FPDS Code N070) for Equipment Offered Deinstallation (FPDS N070) Reinstallation (FPDS N070) Special Item No. 511210: Software Publishers Includes both term and perpetual software licenses and maintenance. NOTE: Subject to Cooperative Purchasing FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE Large Scale Computers - Operating System Software - Application Software - Electronic Commerce (EC) Software - Utility Software - Communications Software - Core Financial Management Software - Ancillary Financial Systems Software - Special Physical, Visual, Speech, and Hearing Aid Software Microcomputers - Software Microcomputers - Operating System Software - Application Software - Electronic Commerce (EC) Software - Utility Software - Communications Software - Core Financial Management Software - Ancillary Financial Systems Software - Special Physical, Visual, Speech, and Hearing Aid Software Special Item No. 518210C: Cloud and Cloud-Related IT Professional Services Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. IT professional services that are focused on providing the types of services that support the Government’s adoption of, migration to or governance/management of Cloud computing. Specific labor categories Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 13 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com and/or fixed price solutions (e.g. migration services, etc.) that support activities associated with assessing Cloud solutions, refactoring workloads for Cloud solutions, migrating legacy or other systems to Cloud solutions, providing management/governance of Cloud solutions, DevOps, developing cloud native applications or other Cloud oriented activities. NOTE: Subject to Cooperative Purchasing FSC/PSC Class D305 IT AND TELECOM- TELEPROCESSING, TIMESHARE, AND CLOUD COMPUTING Cloud Computing Services Table 1: Cloud Computing Services (i.e. IaaS, etc.) SIN Description Sub-Categories ● Commercially available cloud computing services ● Meets the National Institute for Standards and Technology (NIST) definition of Cloud Computing essential characteristics ● Open to all deployment models (private, public, community or hybrid), vendors specify deployment models 1. Software as a Service (SaaS): Consumer uses provider’s applications on cloud infrastructure. Does not manage/control platform or infrastructure. Limited application level configuration may be available. 2. Platform as a Service (PaaS): Consumer deploys applications onto cloud platform service using provider- supplied tools. Has control over deployed applications and some limited platform configuration but does not manage the platform or infrastructure. 3. Infrastructure as a Service (IaaS): Consumer provisions computing resources. Has control over OS, storage, platform, deployed applications and some limited infrastructure configuration, but does not manage the infrastructure. NOTE: Offerors may optionally select the single sub-category that best fits each cloud service offering, per Service Model Guidance, or select no sub-category if the offering does not fit an existing NIST service model. DESCRIPTION OF CLOUD COMPUTING SERVICES (i.e. IaaS, etc.) AND PRICING a) The information provided below is designed to assist Offerors in qualifying cloud computing services and provide complete descriptions. b) In addition to standard pricing requirements, all pricing models must have the core capability to meet the NIST Essential Cloud Characteristics, particularly with respect to on-demand self-service, while allowing alternate variations at the task order level at agency discretion, pursuant to the guidance on NIST Essential Characteristics. Table 2 summarizes the additional Offeror provided description requirements for services proposed under the Cloud Computing Services (i.e IaaS, etc.). All mandatory description requirements must be complete, and adequate according to evaluation criteria. In addition there is one “Optional” reporting descriptions which exists to provide convenient service selection by relevant criteria. Where provided, optional description requirements must be complete and adequate according to evaluation criteria: Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 14 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 1) The NIST Service Model provides sub-categories for the Cloud SIN and is strongly encouraged, but not required. The Service Model based sub-categories provide this SIN with a structure to assist ordering activities in locating and comparing services of interest. Contractors may optionally select the single service model most closely corresponding to the specific service offering. 2) If a sub-category is selected it will be evaluated with respect to the NIST Service Model definitions and guidelines in “Guidance for Contractors". Table 2: Cloud Service Description Requirements # Description Requirement Reporting Type Instructions 1 Provide a brief written description of how the proposed cloud computing services (i.e. IaaS, etc.) satisfies each individual essential NIST Characteristic Mandatory The cloud service must be capable of satisfying each of the five NIST essential Characteristics as outlined in NIST Special Publication 800-145. See ‘GUIDANCE FOR CONTRACTORS: NIST Essential Characteristics’ below in this document for detailed overall direction, as well as guidance on inheriting essential characteristics. The NIST “Measured Service” characteristic requires a minimal “pay as you go” unit of measurement appropriate for the service. In the case of SaaS, the appropriate maximum measured increment of service shall be no more than 30 days per user, or some other equivalent discrete measurement that provides the government with the advantage of frequent (approximately every 30 days) “pay as you go” metering cycles. SaaS products, where consumption is only measured on an annual basis, may better fit under “Term Software License” SIN 132-32. Likewise, offers of any combinations of IaaS, PaaS or any other cloud product services in a bundle or other fashion that do not meet the frequency requirements of approximately 30- day measurement and billing cycles, will not be accepted as complying with the NIST Measured Service characteristic. 2 Select NIST deployment models for the cloud computing service proposed. Mandatory Contractors must select at least one NIST deployment model as outlined in NIST Special Publication 800- 145 describing how the proposed cloud computing service is deployed. Select multiple deployment models if the service is offered in more than one deployment model. See ‘GUIDANCE FOR CONTRACTORS: NIST Deployment Model’ below in this document for detailed direction on how to best categorize a service for the NIST deployment models. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 15 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 3 Optionally select the most appropriate NIST service model that will be the designated sub- category, or may select no sub-category. Optional Contractor may select a single NIST Service model to sub-categorize the service as outlined in NIST Special Publication 800-145. Sub- category selection is optional but recommended. See ‘GUIDANCE FOR CONTRACTORS: NIST Service Model’ below in this document for detailed direction on how to best categorize a service for the NIST IaaS, PaaS, and SaaS service models. 2) GUIDANCE FOR OFFERORS This section offers guidance for interpreting the Contractor Description Requirements in Table 2 (above) including the NIST essential cloud characteristics, service models and deployment models. This section is not a list of requirements. Offeror specific definitions of cloud computing characteristics and models or significant variances from the NIST essential characteristics or models are discouraged and will not be considered in the scope of this SIN or accepted in response to evaluation factors. The only applicable cloud characteristics, service model/subcategories and deployment models for this SIN will be drawn from the NIST 800-145 special publication. Services qualifying for listing as cloud computing services (i.e. IaaS, etc.) under this SIN must substantially satisfy the essential characteristics of cloud computing as documented in the NIST Definition of Cloud Computing SP 800-1451 Offerors must select deployment models corresponding to each way the service can be deployed. Multiple deployment model designations for a single cloud service are permitted but at least one deployment model must be selected. Both Cloud service model (i.e. IaaS, etc.) and deployment model (i.e. public, etc.) designations must accord with NIST definitions. Guidance is offered in this document on making the most appropriate selection a) NIST Essential Characteristics General Guidance NIST’s essential cloud characteristics provide a consistent metric for whether a service is eligible for inclusion in this SIN. It is understood that due to legislative, funding and other constraints that government entities cannot always leverage a cloud service to the extent that all NIST essential characteristics are commercially available. For the purposes of the Cloud SIN, meeting the NIST essential characteristics is determined by whether each essential capability of the commercial service is available for the service, whether or not the Ordering Activity actually requests or implements the capability. The guidance in Table 3 offers examples of how services might or might not be included based on the essential characteristics, and how the Contractor should interpret the characteristics in light of current government contracting processes. Table 3: Guidance on Meeting NIST Essential Characteristics 1 7 http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 16 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Characteristic Capability Guidance On-demand self-service ● Ordering activities can directly provision services without requiring Contractor intervention. ● This characteristic is typically implemented via a service console or programming interface for provisioning Government procurement guidance varies on how to implement on-demand provisioning at this time. Ordering activities may approach on-demand in a variety of ways, including “not-to-exceed” limits, or imposing monthly or other appropriate payment cycles on what are essentially on demand services. Services under this SIN must be capable of true on- demand self-service, and ordering activities and Contractors must negotiate how they implement on demand capabilities in practice at the task order level: ● Ordering activities must specify their procurement approach and requirements for on- demand service ● Contractors must propose how they intend to meet the approach ● Contractors must certify that on-demand self-service is technically available for their service should procurement guidance become available. Broad Network Access ● Ordering activities are able to access services over standard agency networks ● Service can be accessed and provisioned using standard devices such as browsers, tablets and mobile phones ● Broad network access must be available without significant qualification and in relation to the deployment model and security domain of the service ● Contractors must specify any ancillary activities, services or equipment required to access cloud services or integrate cloud with other cloud or non- cloud networks and services. For example, a private cloud might require an Ordering Activity to purchase or provide a dedicated router, etc. which is acceptable but should be indicated by the Contractor. Resource Pooling ● Pooling distinguishes cloud services from simple offsite hosting. ● Ordering activities draw resources from a common pool maintained by the Contractor ● Resources may have general characteristics such as regional location ● The cloud service must draw from a pool of resources and provide an automated means for the Ordering Activity to dynamically allocate them. ● Manual allocation, e.g. manual operations at a physical server farm where Contractor staff configure servers in response to Ordering Activity requests, does not meet this requirement ● Similar concerns apply to software and platform models; automated provisioning from a pool is required ● Ordering activities may request dedicated physical hardware, software or platform resources to access a private cloud deployment service. However the provisioned cloud resources must be drawn from a common pool and automatically allocated on request. Rapid Elasticity ● Rapid provisioning and de- provisioning commensurate with demand ● Rapid elasticity is a specific demand-driven case of self-service ● ‘Rapid’ should be understood as measured in minutes and hours, not days or weeks. ● Elastic capabilities by manual request, e.g. via a console operation or programming interface call, are required. ● Automated elasticity which is driven dynamically by system load, etc. is optional. Contractors must specify whether automated demand-driven elasticity is available and the general mechanisms that drive the capability. Measured Service ● Measured service should be understood as a reporting requirement that enables an Ordering Activity to control their use in cooperation with self service ● Procurement guidance for on-demand self-service applies to measured service as well, i.e. rapid elasticity must be technically available but ordering activities and Contractors may mutually designate other contractual arrangements. ● Regardless of specific contractual arrangements, reporting must indicate actual usage, be continuously available to the Ordering Activity, and provide meaningful metrics appropriate to the service measured ● Contractors must specify that measured service is available and the general sort of metrics and mechanisms available ● The goal of the Measured Service requirement is to ensure Ordering Activities realize the full benefit of “pay as you go” consumption models. Consumption measurements that are not discrete enough or frequent enough (greater than 30 days), will not fulfill this NIST essential characteristic and will not be eligible for inclusion in this SIN. Inheriting Essential Characteristics Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 17 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Cloud Services (i.e. IaaS, etc.) may depend on other cloud services, and cloud service models such as PaaS and SaaS are able to inherit essential characteristics from other cloud services that support them. For example a PaaS platform service can inherit the broad network access made available by the IaaS service it runs on, and in such a situation would be fully compliant with the broad network access essential characteristic. Cloud Services (i.e. IaaS, etc.) inheriting essential characteristics must make the inherited characteristic fully available at their level of delivery to claim the relevant characteristic by inheritance. Inheriting characteristics does not require the inheriting provider to directly bundle or integrate the inherited service, but it does require a reasonable measure of support and identification. For example, the Ordering Activity may acquire an IaaS service from “Provider A” and a PaaS service from “Provider B”. The PaaS service may inherit broad network access from “Provider A” but must identify and support the inherited service as an acceptable IaaS provider. Assessing Broad Network Access Typically broad network access for public deployment models implies high bandwidth access from the public internet for authorized users. In a private cloud deployment internet access might be considered broad access, as might be access through a dedicated shared high bandwidth network connection from the Ordering Activity, in accord with the private nature of the deployment model. Resource Pooling and Private Cloud All cloud resource pools are finite, and only give the appearance of infinite resources when sufficiently large, as is sometimes the case with a public cloud. The resource pool supporting a private cloud is typically smaller with more visible limits. A finite pool of resources purchased as a private cloud service qualifies as resource pooling so long as the resources within the pool can be dynamically allocated to the ultimate users of the resource, even though the pool itself appears finite to the Ordering Activity that procures access to the pool as a source of dynamic service allocation. 1) NIST Service Model The Contractor may optionally document the service model of cloud computing (e.g. IaaS, PaaS, SaaS, or a combination thereof, that most closely describes their offering, using the definitions in The NIST Definition of Cloud Computing SP 800-145. The following guidance is offered for the proper selection of service models. NIST’s service models provide this SIN with a set of consistent sub-categories to assist ordering activities in locating and comparing Cloud services (i.e. IaaS, etc.) of interest. Service model is primarily concerned with the nature of the service offered and the staff and activities most likely to interact with the service. Contractors should select a single service model most closely corresponding to their proposed service based on the guidance below. It is understood that cloud services can technically incorporate multiple service models and the intent is to provide the single best categorization of the service. Contractors should take care to select the NIST service model most closely corresponding to each service offered. Contractors should not invent, proliferate or select multiple cloud service model sub-categories to distinguish their offerings, because ad-hoc categorization prevents consumers from comparing similar offerings. Instead vendors should make full use of the existing NIST categories to the fullest extent possible. For example, in this SIN an offering commercially marketed by a Contractor as “Storage as a Service” would be properly characterized as Infrastructure as a Service (IaaS), storage being a subset of infrastructure. Services commercially marketed as “LAMP as a Service” or “Database as a Service” would be properly characterized under this SIN as Platform as a Service (PaaS), as they deliver two kinds of platform services. Services commercially marketed as “Travel Facilitation as a Service” or “Email as a Service” would be properly characterized as species of Software as a Service (SaaS) for this SIN. However, Contractors can and should include appropriate descriptions (including commercial marketing terms) of the service in the full descriptions of the service’s capabilities. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 18 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com When choosing between equally plausible service model sub-categories, Contractors should consider several factors: a) Visibility to the Ordering Activity. Service model sub-categories in this SIN exist to help Ordering Activities match their requirements with service characteristics. Contractors should select the most intuitive and appropriate service model from the point of view of an Ordering Activity. b) Primary Focus of the Cloud Service (i.e. IaaS, etc.). Services may offer a mix of capabilities that span service models in the strict technical sense. For example, a service may offer both IaaS capabilities for processing and storage, along with some PaaS capabilities for application deployment, or SaaS capabilities for specific applications. In a service mix situation the Contractor should select the service model that is their primary focus. Alternatively contractors may choose to submit multiple service offerings for the SIN, each optionally and separately subcategorized. c) Ordering Activity Role. Contractors should consider the operational role of the Ordering Activity’s primary actual consumer or operator of the service. For example services most often consumed by system managers are likely to fit best as IaaS; services most often consumed by application deployers or developers as PaaS, and services most often consumed by business users as SaaS. d) Lowest Level of Configurability. Contractors can consider IaaS, PaaS and SaaS as an ascending hierarchy of complexity, and select the model with the lowest level of available Ordering Activity interaction. As an example, virtual machines are an IaaS service often bundled with a range of operating systems, which are PaaS services. The Ordering Activity usually has access to configure the lower level IaaS service, and the overall service should be considered IaaS. In cases where the Ordering Activity cannot configure the speed, memory, network configuration, or any other aspect of the IaaS component, consider categorizing as a PaaS service. Cloud management and cloud broker services should be categorized based on their own characteristics and not those of the other cloud services that are their targets. Management and broker services typically fit the SaaS service model, regardless of whether the services they manage are SaaS, PaaS or IaaS. Use Table 3 to determine which service model is appropriate for the cloud management or cloud broker services, or, alternately choose not to select a service model for the service. The guidance in Table 4 offers examples of how services might be properly mapped to NIST service models and how a Contractor should interpret the service model sub-categories. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 19 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Table 4: Guidance on Mapping to NIST Service Models Service Model Guidance Infrastructure as a Service (IaaS) Select an IaaS model for service based equivalents of hardware appliances such as virtual machines, storage devices, routers and other physical devices. ● IaaS services are typically consumed by system or device managers who would configure physical hardware in a non-cloud setting ● The principal customer interaction with an IaaS service is provisioning then configuration, equivalent to procuring and then configuring a physical device. Examples of IaaS services include virtual machines, object storage, disk block storage, network routers and firewalls, software defined networks. Gray areas include services that emulate or act as dedicated appliances and are directly used by applications, such as search appliances, security appliances, etc. To the extent that these services or their emulated devices provide direct capability to an application they might be better classified as Platform services (PaaS). To the extent that they resemble raw hardware and are consumed by other platform services they are better classified as IaaS. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 20 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Platform as a Service (PaaS) Select a PaaS model for service based equivalents of complete or partial software platforms. For the purposes of this classification, consider a platform as a set of software services capable of deploying all or part of an application. ● A complete platform can deploy an entire application. Complete platforms can be proprietary or open source ● Partial platforms can deploy a component of an application which combined with other components make up the entire deployment ● PaaS services are typically consumed by application deployment staff whose responsibility is to take a completed agency application and cause it to run on the designated complete or partial platform service ● The principal customer interaction with a PaaS service is deployment, equivalent to deploying an application or portion of an application on a software platform service. ● A limited range of configuration options for the platform service may be available. Examples of complete PaaS services include: ● A Linux/Apache/MySQL/PHP (LAMP) platform ready to deploy a customer PHP application, ● a Windows .Net platform ready to deploy a .Net application, ● A custom complete platform ready to develop and deploy a customer application in a proprietary language ● A multiple capability platform ready to deploy an arbitrary customer application on a range of underlying software services. The essential characteristic of a complete PaaS is defined by the customer’s ability to deploy a complete custom application directly on the platform. PaaS includes partial services as well as complete platform services. Illustrative examples of individual platform enablers or components include: ● A database service ready to deploy a customer’s tables, views and procedures, ● A queuing service ready to deploy a customer’s message definitions ● A security service ready to deploy a customer’s constraints and target applications for continuous monitoring The essential characteristic of an individual PaaS component is the customer’s ability to deploy their unique structures and/or data onto the component for a partial platform function. Note that both the partial and complete PaaS examples all have two things in common: ● They are software services, which offer significant core functionality out of the box ● They must be configured with customer data and structures to deliver results As noted in IaaS, operating systems represent a gray area in that OS is definitely a platform service, but is typically bundled with IaaS infrastructure. If your service provides an OS but allows for interaction with infrastructure, please sub-categorize it as IaaS. If your service “hides” underlying infrastructure, consider it as PaaS. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 21 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Software as a Service (SaaS) Select a SaaS model for service based equivalents of software applications. ● SaaS services are typically consumed by business or subject-matter staff who would interact directly with the application in a non-cloud setting ● The principal customer interaction with a SaaS service is actual operation and consumption of the application services the SaaS service provides. Some minor configuration may be available, but the scope of the configuration is limited to the scope and then the permissions of the configuring user. For example an agency manager might be able to configure some aspects of the application for their agency but not all agencies. An agency user might be able to configure some aspects for themselves but not everyone in their agency. Typically only the Contractor would be permitted to configure aspects of the software for all users. Examples of SaaS services include email systems, business systems of all sorts such as travel systems, inventory systems, etc., wiki’s, websites or content management systems, management applications that allow a customer to manage other cloud or non-cloud services, and in general any system where customers interact directly for a business purpose. Gray areas include services that customers use to configure other cloud services, such as cloud management software, cloud brokers, etc. In general these sorts of systems should be considered SaaS, per guidance in this document. 2) Deployment Model Deployment models (e.g. private, public, community, or hybrid) are not restricted at the SIN level and any specifications for a deployment model are the responsibility of the Ordering Activity. Multiple deployment model selection is permitted, but at least one model must be selected. The guidance in Table 4 offers examples of how services might be properly mapped to NIST deployment models and how the Contractor should interpret the deployment model characteristics. Contractors should take care to select the range of NIST deployment models most closely corresponding to each service offered. Note that the scope of this SIN does not include hardware or software components used to construct a cloud, only cloud capabilities delivered as a service, as noted in the Scope section. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 22 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Table 5: Guidance for Selecting a Deployment Model Deployment Model Guidance Private Cloud The service is provided exclusively for the benefit of a definable organization and its components; access from outside the organization is prohibited. The actual services may be provided by third parties, and may be physically located as required, but access is strictly defined by membership in the owning organization. Public Cloud The service is provided for general public use and can be accessed by any entity or organization willing to contract for it. Community Cloud The service is provided for the exclusive use of a community with a definable shared boundary such as a mission or interest. As with private cloud, the service may be in any suitable location and administered by a community member or a third party. Hybrid Cloud The service is composed of one or more of the other models. Typically hybrid models include some aspect of transition between the models that make them up, for example a private and public cloud might be designed as a hybrid cloud where events like increased load permit certain specified services in the private cloud to run in a public cloud for extra capacity, e.g. bursting. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 23 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Special Item No. 532420L: Leasing of new electronic equipment Leasing of new electronic equipment. Includes the following lease types: Lease to Ownership, and Lease with Option to Own NOTE: Subject to Cooperative Purchasing FSC/PSC Class W070 LEASE OR RENTAL OF EQUIPMENT- ADP EQUIPMENT/SOFTWARE/SUPPLIERS/SUPPORT EQUIPMENT Lease of Products INFORMATION TECHNOLOGY CATEGORY HARDWARE SUBCATEGORY SIN 532420L Option 1 Lease Terms and Conditions Option 1 Lease Terms and Conditions does not contain a cancellation clause and all leases automatically expire on September 30th or sooner. 52.207-5 Option to Purchase Equipment Feb 1995 52.227-14 Rights in Data-General May 2014 1. STATEMENT a. It is understood by all parties to this contract that orders issued under this SIN shall constitute a lease arrangement. Unless the ordering activity intends to obligate other than annual appropriations to fund the lease, the base period of the lease is from the date of the product acceptance through September 30 of the fiscal year in which the order is placed. b. Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering into any lease arrangement. 2. FUNDING AND PERIODS OF LEASING ARRANGEMENTS a. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies: i. The base period of an order for any lease executed by the ordering activity shall be for the duration of the fiscal year. All ordering activity renewal options under the lease shall be specified in the delivery order. All orders for leasing shall remain in effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the ordering activity exercises its rights hereunder to acquire title to the product prior to the planned expiration date or unless the ordering activity exercises its right to terminate under GSAR 552.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year’s funds or to otherwise commit the ordering activity to a renewal. ii. All orders for leasing shall automatically terminate on September 30, unless the ordering activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such orders of the ordering activity’s intent to renew. Such notice to renew shall not bind the ordering activity. The ordering activity has the option to renew each year at the original rate in effect at the time the order is placed. This rate applies for the duration of the order. If the ordering activity exercises its option to renew, the renewal order shall be issued within 15 days after funds become available for obligation by the Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 24 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com ordering activity, or as specified in the initial order. No termination fees shall apply if the ordering activity does not exercise an option. b. Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority to cross fiscal years with annual appropriations, the ordering activity may place an order under this option to lease product for a period up to the expiration of its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years. 3. DISCONTINUANCE AND TERMINATION Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products leased under this agreement, at any time during a fiscal year in accordance with the termination provisions contained in GSAR 552.212-4(l) Termination for the ordering activity’s convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option. 4. The following terms and conditions may be included. a. ASSIGNMENT OF CLAIMS GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.8. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803. b. PEACEFUL POSSESSION AND UNRESTRICTED USE In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity. c. COMMENCEMENT OF LEASE The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order. d. INSTALLATION AND MAINTENANCE i. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased. ii. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties. e. MONTHLY PAYMENTS: i. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 25 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price. ii. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction. The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets. iii. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 5.b. Above. iv. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to the date of transfer of ownership, whichever is less. v. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. vi. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment. f. LEASE END/DISCONTINUANCE OPTIONS i. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non- Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either: 1. to purchase the product for the residual value of the product, or 2. to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed. ii. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or its assigns. iii. Returns 1. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense. 2. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 26 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 3. Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction. 4. With respect to software, the ordering activity shall state in writing to the Contractor that it has: i. deleted or disabled all files and copies of the software from the equipment on which it was installed; ii. returned all software documentation, training manuals, and physical media on which the software was delivered; and iii. has no ability to use the returned software. g. UPGRADES AND ADDITIONS i. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions: 1. can be removed without causing material damage to the product; 2. do not reduce the value of the product; and 3. are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor. ii. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which: 1. were not leased from the Contractor, and 2. are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration. iii. Any additions that are not so removable will become the Contractor's property (lien free). iv. Leases of additions and upgrades must be co-terminus with that of the product. h. RISK OF LOSS OR DAMAGE The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation. i. TITLE During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of a Lease To Ownership or has otherwise paid the applicable purchase option price. j. TAXES The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 27 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com FAR 52.229-1 State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax. k. ADDITIONAL LEASE TERMS Offeror may propose additional lease terms and conditions for billings, payments, and/or invoices, as long as they are consistent with the terms and conditions specified elsewhere. INFORMATION TECHNOLOGY CATEGORY HARDWARE SUBCATEGORY SIN 532420L Option 2 Lease Terms and Conditions Option 2 Lease Terms and Conditions contains a cancellation clause, in which the fee must be in accordance with applicable legal principles. To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease. 52.207-5 Option to Purchase Equipment Feb 1995 52.227-14 Rights in Data-General May 2014 1. LEASING PRICE LIST NOTICE a. Contractors must include the following notice in their contract price list for SIN 532420L: “The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.” 2. STATEMENT OF ORDERING ACTIVITY INTENT a. The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction. b. Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products. 3. LEASE TERM a. The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 28 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor. b. Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR and/or DFAR 232.703-3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period.. This cross fiscal year authority does not apply to multi-year leases. c. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis. d. Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstances. 4. LEASE TERMINATION a. The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein. i. The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with GSAR 552.212-4 paragraphs (l) and (m). ii. The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement. b. Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity’s contracting office responsible for the delivery order in accordance with GSAR 552.212-4, Contract Terms and Conditions Commercial Items, paragraph (l) Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling. c. Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payments for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 29 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for non- appropriation shall be provided to the Contractor upon request. d. Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term. e. At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section. 4. The following terms and conditions may be included. a. ASSIGNMENT OF CLAIMS GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR 32.8. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803. b. PEACEFUL POSSESSION AND UNRESTRICTED USE In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity. c. COMMENCEMENT OF LEASE The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the contract, or as further specified in the order. d. INSTALLATION AND MAINTENANCE i. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source. The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased. ii. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this contract apply. The rates and terms and conditions in effect at the time the order is Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 30 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties. e. MONTHLY PAYMENTS: i. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price. ii. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction. The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets. iii. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in 5.b. Above. iv. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to the date of transfer of ownership, whichever is less. v. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. vi. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment. f. LEASE END/DISCONTINUANCE OPTIONS i. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non- Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either: 1. to purchase the product for the residual value of the product, or 2. to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed. ii. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien or encumbrance then except those created for the benefit of Contractor or its assigns. iii. Returns 1. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 31 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense. 2. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if the condition of the product exceeds normal wear and tear. 3. Product will be returned in accordance with the terms of the contract and in accordance with Contractor instruction. 4. With respect to software, the ordering activity shall state in writing to the Contractor that it has: i. deleted or disabled all files and copies of the software from the equipment on which it was installed; ii. returned all software documentation, training manuals, and physical media on which the software was delivered; and iii. has no ability to use the returned software. g. UPGRADES AND ADDITIONS i. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions: 1. can be removed without causing material damage to the product; 2. do not reduce the value of the product; and 3. are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor. ii. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which: 1. were not leased from the Contractor, and 2. are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration. iii. Any additions that are not so removable will become the Contractor's property (lien free). iv. Leases of additions and upgrades must be co-terminus with that of the product. h. RISK OF LOSS OR DAMAGE The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation. i. TITLE During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of a Lease To Ownership or has otherwise paid the Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 32 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com applicable purchase option price. j. TAXES The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax. k. ADDITIONAL LEASE TERMS Offeror may propose additional lease terms and conditions for billings, payments, and/or invoices, as long as they are consistent with the terms and conditions specified elsewhere. Special Item No. 541370GEO: Earth Observation Solutions Provides geospatial earth observation technologies, products, and services to include, but not limited to ground, satellite and aerial based sensor data and imagery; worldwide digital transmission, internet, data, and video services and products through various networks, platforms, and applications. Offerings include global coverage, imagery, archive storage and distribution, monitoring, basemaps (mosaics), and earth observation solutions for accurate, mission critical information for uses to include, but not limited to, environmental, agriculture, meteorology, forestry, fish & wildlife habitats, disaster response and recovery, defense, maritime, mapping, humanitarian support, transportation, and public safety. NOTE: Subject to Cooperative Purchasing FSC/PSC Class D304 IT AND TELECOM- TELECOMMUNICATIONS AND TRANSMISSION - IT AND TELECOM-TELECOMMUNICATIONS AND TRANSMISSION FSC/PSC Class D305 IT AND TELECOM- TELEPROCESSING, TIMESHARE, AND CLOUD COMPUTING - IT AND TELECOM- TELEPROCESSING, TIMESHARE, AND CLOUD COMPUTING FSC/PSC Class D317 IT AND TELECOM- WEB-BASED SUBSCRIPTION - Creation/Retrieval of IT Related Data Services - Creation/Retrieval of Other Information Services - Web-Based Subscription FSC/PSC Class D399 IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS - Other IT and Telecommunications Services Special Item No. 54151: Software Maintenance Services Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance services includes person-to-person communications regardless of the medium used to communicate: telephone support, online technical support, customized support, and/or technical Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 33 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com expertise which are charged commercially. NOTE: Subject to Cooperative Purchasing Special Item No. 541519CDM: Continuous Diagnostics and Mitigation (CDM) Tools Includes Department of Homeland Security (DHS) approved hardware and software products. The full complement of CDM Tools SIN products and services includes tools, associated maintenance, and other related activities such as training. The CDM Program is organized by 5 CDM capabilities: 1. Asset Management, 2. Identity and Access Management, 3. Network Security Management, 4. Data Protection Management and, 5. Future Capabilities. NOTE: Subject to Cooperative Purchasing FSC/PSC Class 7030 ADP SOFTWARE - ADP SOFTWARE FSC/PSC Class 7035 ADP SUPPORT EQUIPMENT - ADP SUPPORT EQUIPMENT FSC/PSC Class D319 IT AND TELECOM- ANNUAL SOFTWARE MAINTENANCE SERVICE PLANS - IT AND TELECOM- ANNUAL SOFTWARE MAINTENANCE SERVICE PLANS FSC/PSC Class D399 IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS - OTHER IT AND TELECOM- OTHER IT AND TELECOMMUNICATIONS Special Item No. 54151ECOM: Electronic Commerce and Subscription Services Includes value added network services, e-mail services, Internet access services, electronic subscription services, data transmission services, and emerging electronic commerce technologies. NOTE: Subject to Cooperative Purchasing Special Item No. 54151S: Information Technology Professional Services IT Professional Services and/or labor categories for database planning and design; systems analysis, integration, and design; programming, conversion and implementation support; network services, data/records management, and testing. NOTE: Subject to Cooperative Purchasing Commercial Job Title: Consulting Engineer Minimum/General Experience: Has approximately 5 years of experience. Possesses understanding covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of information systems, programs and equipment. Provides technical assistance to others working on requirements, definition, system requirements analysis, system level design and integration, operations support planning and/or the coordination of the preparation of system development specifications and specialty engineering plans. May be skilled in systems engineering, electrical engineering or industrial engineering activities. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 34 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Functional Responsibility: Working under close supervision, person provides technical or scientific and project support for multiple large-scale projects that cross-cut multiple specialization and product development areas. Applies advanced business and/or technical expertise to assist others with defining, analyzing, validating and documenting complex customer operating environments, states of technology and current engineering processes. Provides advanced technical support to others involved in applying specialized knowledge to complex customer processes and requirements. Supports complex technical investigations through advanced research techniques, analysis or development phases of engineering projects. Works with other engineering disciplines in the development and application of processes to improve quality, reliability, cost customer appeal, and satisfaction. Minimum Education: B.A. or B.S. in Computer Science, Engineering, Mathematics, Economics or Business. Commercial Job Title: Information Architect Minimum/General Experience: Has approximately 2 years of experience with skills covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of multi-tier network configurations for web enabled applications. Possesses a clear understanding of the interrelationships of firewalls, network devices, and servers and clear knowledge of a specific web enabling technology (i.e. Microsoft or Netscape servers). Possesses experience with database and/or email integration, Internet network design (DMZ, routers, switching) and system administration practices. Functional Responsibility: Designs Intranet/Internet/Extranet architectures and develops implementations plans; administration activity; i.e., hardware, security, firewalls. Implements security architecture using LDAP, SSL and firewalls. Installs, configures and maintains all Intranet/Internet/Extranet tools, databases and features; provides support to e-commerce and other systems. Implements server design, development, and operation as well as analyze and develop requirements for hardware sizing/capacity, data validation, security and integration points to other applications. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Project Manager Minimum/General Experience: Has approximately 2 years of experience within information system project oriented environments. Leads planning, scheduling, monitoring, and reporting activities for projects. Facilitates needs assessment and development of recommended project control solutions to be used for planning, scheduling and tracking of each project though integration of various project management tools. Develops project controls and reporting procedures. Assists in the training of the project team on application of the procedures. Analyzes project progress/costs and assists with development and evaluation of alternatives when the project falls behind schedule or exceeds budget. Develops and delivers presentations to customer management. Integrates specific industry methodologies to appropriate project management solutions. Functional Responsibility: Possesses a thorough understanding of the process requirements and provide both technical and management oversight of the project. Responsible for customer satisfaction, serves as the single point of contact, compliance with the Statement of Work, project planning and management, resource allocation, and reporting. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Consulting Engineer Minimum/General Experience: Has approximately 10 years of experience. Possesses understanding covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of information systems, programs and equipment. Provides technical assistance to others working on requirements, definition, system requirements analysis, system level design and integration, operations support planning and/or the coordination of the preparation of system development specifications and specialty engineering plans. May be skilled in systems engineering, electrical engineering or industrial engineering activities. Functional Responsibility: Provides supervision, person provides technical or scientific and project support for multiple large- scale projects that cross-cut multiple specialization and product development areas. Applies advanced business and/or technical expertise to assist others with defining, analyzing, validating and documenting complex customer operating environments, states of technology and current engineering processes. Provides advanced technical support to others involved in applying specialized knowledge to complex customer processes and requirements. Supports complex technical investigations through advanced research techniques, analysis or development phases of engineering projects. Works with other engineering disciplines in the development and application of processes to improve quality, reliability, cost Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 35 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com customer appeal, and satisfaction. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Consulting Engineer Minimum/General Experience: Has approximately 10 years of experience. Possesses understanding covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of information systems, programs and equipment. Provides technical assistance to others working on requirements, definition, system requirements analysis, system level design and integration, operations support planning and/or the coordination of the preparation of system development specifications and specialty engineering plans. May be skilled in systems engineering, electrical engineering or industrial engineering activities. Functional Responsibility: Provides supervision, person provides technical or scientific and project support for multiple large- scale projects that cross-cut multiple specialization and product development areas. Applies advanced business and/or technical expertise to assist others with defining, analyzing, validating and documenting complex customer operating environments, states of technology and current engineering processes. Provides advanced technical support to others involved in applying specialized knowledge to complex customer processes and requirements. Supports complex technical investigations through advanced research techniques, analysis or development phases of engineering projects. Works with other engineering disciplines in the development and application of processes to improve quality, reliability, cost customer appeal, and satisfaction. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Commercial Job Title: Senior Information Architect Minimum/General Experience: Has approximately 7 years of experience with skills covering the planning, research, development, design, testing, evaluation, production, analysis, and implementation of multi-tier network configurations for web enabled applications. Possesses a clear understanding of the interrelationships of firewalls, network devices, and servers and clear knowledge of a specific web enabling technology (i.e. Microsoft or Netscape servers). Possesses experience with database and/or email integration, Internet network design (DMZ, routers, switching) and system administration practices. Functional Responsibility: Provides supervision, person designs Intranet/Internet/Extranet architectures and develops implementations plans; administration activity; i.e., hardware, security, firewalls. Implements security architecture using LDAP, SSL and firewalls. Installs, configures and maintains all Intranet/Internet/Extranet tools, databases and features; provides support to e-commerce and other systems. Implements server design, development, and operation as well as analyze and develop requirements for hardware sizing/capacity, data validation, security and integration points to other applications. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science Commercial Job Title: Senior Project Manager Minimum/General Experience: Has approximately 7 years’ experience within information system project oriented environments. Leads planning, scheduling, monitoring, and reporting activities for projects. Facilitates needs assessment and development of recommended project control solutions to be used for planning, scheduling and tracking of each project though integration of various project management tools. Develops project controls and reporting procedures. Assists in the training of the project team on application of the procedures. Analyzes project progress/costs and assists with development and evaluation of alternatives when the project falls behind schedule or exceeds budget. Develops and delivers presentations to customer management. Integrates specific industry methodologies to appropriate project management solutions. Functional Responsibility: Provides supervision, person possesses a thorough understanding of the process requirements and provide both technical and management oversight of the project. Responsible for customer satisfaction, serves as the single point of contact, compliance with the Statement of Work, project planning and management, resource allocation, and reporting. Minimum Education: B.S. in Engineering, Mathematics, Computer Science, Operations Research, or applied science. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 36 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Labor Categories December 2021 December 2022 December 2022 December 2023 December 2023 December 2024 December 2024 December 2025 December 2025 December 2026 Consulting Engineer $217.67 $222.68 $227.80 $233.04 $238.40 Information Architect $212.74 $217.64 $222.64 $227.76 $233.00 Project Manager $212.74 $217.64 $222.64 $227.76 $233.00 Senior Consulting Engineer $249.99 $255.74 $261.62 $267.64 $273.80 Senior Information Architect $272.23 $278.49 $284.89 $291.45 $298.15 Senior Project Manager $266.63 $272.76 $279.04 $285.46 $292.02 Special Item No. 561422: Automated Contact Center Solutions (ACCS) ACCS is defined as any combination of products, equipment, software and/or services that are required to establish and maintain contact center capabilities managed by the contractor for an agency. These include a wide range of automated and attended managed solutions that allow agencies to respond to inquiries from the public. Permissible offerings under this SIN may include any technologies or services required to deliver and support ACCS to agencies, including but not limited to: • Technology: Automated services to include but not limited to Artificial Intelligence (AI), Chat Bots, Robotic Process Automation, Interactive Voice Response (IVR), Voice/Speech Recognition, Text-to-Speech, Voicemail, Callback, Web Callback, Email Delivery, Hosted Online Ordering, Hosted Email Web Form, Hosted FAQ Service, etc. NOTE: Subject to Cooperative Purchasing Special Item No. 611420: Information Technology Training Includes training on hardware, software, cloud, and other applicable systems. NOTE: Subject to Cooperative Purchasing FSC/PSC Class U012 EDUCATION/TRAINING- INFORMATION TECHNOLOGY/TELECOMMUNICATIONS TRAINING Training Courses for Information Technology Equipment and Software Special Item No. 811212: Maintenance of Equipment, Repair Services and/or Repair/Spare Parts Maintenance, Repair Service, and Repair Parts/Spare Parts for Government-Owned General Purpose Commercial Information Technology Equipment, Radio/Telephone Equipment NOTE: Subject to Cooperative Purchasing FSC/PSC Class J070 - Maintenance and Repair Service)(Repair Parts/Spare Parts - See FSC Class for basic equipment) FSC/PSC Class J058 – Maintenance and Repair of Communication Equipment Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 37 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com INFORMATION TECHNOLOGY CATEGORY HARDWARE SUBCATEGORY SIN 811212 Hardware Maintenance Order Terms 1) Service Areas a) The maintenance and/or repair service rates per the contract are applicable to any ordering activity locations within a ___(**insert miles) mile radius of the Contractor/Original Equipment Manufacturer (OEM) service points.. If any additional charge is to apply because of the greater distance from the Contractor/OEM service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level. b) When maintenance and/or repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below: Address City State Zip Code 2) Loss or Damage When the Contractor moves equipment to its/OEM location for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation. 3) Scope a) The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of the Information Technology Category. b) Equipment placed under maintenance service shall be in good operating condition. i) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity. ii) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor/OEM guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. iii) If the equipment was not under the Contractor/OEM responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of the contract. 4) Responsibilities Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 38 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com a) For equipment not covered by a maintenance contract or warranty, repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification. b) If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor. 5) Maintenance Rate Provisions a) The Contractor shall bear all costs of maintenance, including labor, parts, and such other expenses as are necessary to keep the equipment in good operating condition, provided that the required repairs are not occasioned by fault or negligence of the ordering activity. ii) Regular Hours: The basic monthly rate for each make and model of equipment shall entitle the ordering activity to maintenance service during a mutually agreed upon nine (9) hour principal period of maintenance, Monday through Friday, exclusive of holidays observed at the ordering activity location. iii) After Hours: Should the ordering activity require that maintenance be performed outside of regular hours, charges for such maintenance, if any, will be specified in the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016). Periods of less than one hour will be prorated to the nearest quarter hour. iv) Travel and Transportation: If any charge is to apply, over and above the regular maintenance rates, due to the distance between the ordering activity location and the Contractor/OEM’s service area, the charge will be negotiated at the Task Order level. Yes No Indicate if there will be an additional charge for travel and transportation. b) Quantity Discounts from listed maintenance service rates for multiple equipment owned and/or leased by an ordering activity shall be provided below. Quantity Range Discounts Units % Units % Units % Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 39 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com INFORMATION TECHNOLOGY CATEGORY HARDWARE SUBCATEGORY SIN 811212 Hardware Repair Service Order Terms 1) Service Areas a) The maintenance and/or repair service rates per the contract are applicable to any ordering activity locations within a ____(**insert miles) mile radius of the Contractor/Original Equipment Manufacturer (OEM) service points.. If any additional charge is to apply because of the greater distance from the Contractor/OEM service locations, the mileage rate or other distance factor shall be negotiated at the Task Order level. b) When maintenance and/or repair services cannot be performed at the ordering activity installation site, the repair services will be performed at the Contractor's plant(s) listed below: Address City State Zip Code 2) Loss or Damage When the Contractor moves equipment to its/OEM location for repairs, the Contractor shall be responsible for any damage or loss, from the time the equipment is removed from the ordering activity installation, until the equipment is returned to such installation. 3) Scope a) The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of the Information Technology Category. b) Equipment placed under maintenance and/or service shall be in good operating condition. i) In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity. ii) Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor/OEM guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. iii) If the equipment was not under the Contractor/OEMresponsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of the contract. 4) Responsibilities Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 40 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com a) For equipment not covered by a maintenance contract or warranty, repair service personnel shall complete repairs as soon as possible after notification by the ordering activity that service is required. Within the service areas, this repair service should normally be done within 4 hours after notification. b) If the Ordering Activity task or delivery order specifies a factory authorized/certified service personnel then the Contractor is obligated to provide such a factory authorized/certified service personnel for the equipment to be repaired or serviced, unless otherwise agreed to in advance between the Ordering Activity and the Contractor. 5) Repair Service Rate Provisions a) Charges for repair service will include the labor charge, computed at the rates set forth below, for the time during which repairmen are actually engaged in work, and, when applicable, the charge for travel or transportation. b) Multiple Machines: When repairs are ordered by the ordering activity on two or more machines located in one or more buildings within walking distance of each other, the charges will be computed from the time the repairman commences work on the first machine, until the work is completed on the last machine. The time required to go from one machine to another, or from one building to another, will be considered actual work performance, and chargeable to the ordering activity, provided the time consumed in going between machines (or buildings) is reasonable. c) At the Contractor/OEM’s Facility i) When equipment is returned to the Contractor/OEM’s Facility for adjustments or repairs which are not covered by the guarantee/warranty provision, the cost of transportation, packing, etc.from the ordering activity location to the Contractor's plant, and return to the ordering activity location, shall be borne by the ordering activity. ii) The ordering activity should not return defective equipment to the Contractor/OEM for adjustments and repairs or replacement without prior consultation and instruction. d) At the Ordering Activity Location (Within Established Service Areas) i) When equipment is repaired at the ordering activity location, and repair service rates are established for service areas or zones, the listed rates are applicable to any ordering activity location within such service areas or zones. No extra charge, time, or expense will be allowed for travel or transportation of repairmen or machines to or from the ordering activity office; such overhead is included in the repair service rates. e) At the Ordering Activity Location (Outside Established Service Areas) i) If repairs are to be made at the ordering activity location, and the location is outside the service area terms defined in the GSA Price list. Rates negotiated at the task order will apply. ii) When the overall travel charge computed at the above mileage rate is unreasonable (considering the time required for travel, actual and necessary transportation costs, and the allowable ordering activity per diem rate for each night the repairman is required to remain overnight at the ordering activity location), the ordering activity shall have the option of reimbursing the Contractor for actual costs, provided that the actual costs are reasonable and allowable. The Contractor shall furnish the ordering activity with a report of travel performed and related expenses incurred. The report shall include departure and arrival dates, times, and the applicable mode of travel. f) Labor Rates i) Regular Hours: Contract rates shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the ordering activity location. There shall be no additional charge for repair service, which was requested during regular hours, but performed at the convenience of the Contractor outside the regular hours. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 41 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com ii) After Hours: Should the ordering activity require that service be performed outside of regular hours, charges for such service, if any, will be specified in the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016). Periods of less than one hour will be prorated to the nearest quarter hour. iii) Sundays and Holidays: When the ordering activity requires that repair service be performed on Sundays and Holidays observed at the ordering activity location, the Sundays and Holidays repair service rates shall apply, and will be specified in the GSA Price List (I-FSS-600 CONTRACT PRICE LISTS (OCT 2016). Periods of less than one hour will be prorated to the nearest quarter hour. Repair Service Rates Minimum Charge * - Regular Hours Hourly Rate - After Hours Hourly Rate - Sunday and Holidays Contractor/OEM Facility Ordering Activity Location (Within Established Service Areas) Ordering Activity Location (Outside Established Service Areas) *MINIMUM CHARGES INCLUDE FULL ___ HOURS ON THE JOB 4) Repair Parts/Spare Parts Rate Provision a) All parts, furnished as spares or as repair parts in connection with the repair of equipment, unless otherwise indicated in the GSA Price list shall be new, standard parts manufactured by the OEM. b) All parts shall be furnished at the prices indicated in the Contractor's commercial pricelist dated_____, at a discount of___% from such listed prices. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 42 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Carahsoft certifies that all dealers participating in the performance of this contract have agreed that their performance will be in accordance with all terms and conditions of this GSA Schedule. For the complete listing of authorized participating dealers please see: http://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule-70/authorized-dealers ATTACHMENT I - AUTHORIZED PARTICIPATING DEALERS Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 43 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Schedule Contractors participating in a Contractor Team Arrangement must abide by all terms and conditions of their respective contracts. This includes compliance with Clause 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. For the complete listing of Contractor Team Arrangements, please contact Carahsoft for details. ATTACHMENT II – Contractor Team Arrangements Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 44 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com For the complete list of Commercial Supplier Agreements vetted and approved by GSA for inclusion into the GSA Schedule Contract, please see: http://www.carahsoft.com/buy/gsa-schedule-contracts/gsa-schedule-70/eula2 ATTACHMENT III – Commercial Supplier Agreements Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 45 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS-35F-0119Y between Carahsoft Technology Corporation and the General Services Administration. The Adobe Category Management Offering addresses current OMB Memorandum’s (M-16-04, M-16-12), Circular A-130, OFPP and, GSA Federal Cyber, electronic government and Category Management policy requirements. The Adobe Data Centric Security and Electronic Signature Solutions provide the best-in-class technology to the federal government. Providing a streamlined avenue for agencies to acquire Adobe technology through category management will improve the acquisition and management of the proposed solutions. The Adobe Enterprise Digital Rights Management Bundle provides a DRM solution to documents allowing only people with specific credentials the ability to apply persistent protection to sensitive documents and information. With this level of dynamic protection you can revoke and change permissions within a document regardless of document location and you can protect against potential fraudulent activity. In addition, you can perform certificate based digital signatures on PDF documents when used with Acrobat*. Adobe Consulting Services are required with the purchase of each bundle listed above. The recommended number of hours per bundle are listed below. • 210T-1423-DRM1 – Up to 165 Hours • 210T-1423-DRM2 – Up to 330 Hours • 210T-1423-DRM3 – Up to 330 Hours • 210T-1423-DRM4 – Up to 490 Hours • 210T-1423-DRM5 – Up to 670 Hours Please note: the hours listed above are estimates. Each agency may require more or less hours depending on project scope. All service items are available to the government at the GSA Schedule Price. *Discount Level Detail SKU Description List Price GSA Price Discount Level 1 >$5M Annual Spend* Discount Level 2 >$15M Annual Spend* Discount Level 3 >$20M Annual Spend* 210T-1423-DRM1 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 1: Up to 1,000 Users $405,600.00 $367,623.29 8%15%30% 210T-1423-DRM2 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 2: Up to 5,000 Users $625,600.00 $567,023.29 8%15%30% 210T-1423-DRM3 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 3: Up to 10,000 Users $1,251,200.00 $1,134,046.58 8%15%30% 210T-1423-DRM4 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 4: Up to 25,000 Users $2,777,400.00 $2,517,343.16 8%15%30% 210T-1423-DRM5 Adobe Enterprise Digital Rights Management Bundle 12 Months TERM Tier 5: Up to 50,000 Users $5,554,800.00 $5,034,686.32 8%15%30% ATTACHMENT IV A – U.S. Government Adobe FITARA Addendum Solution 1 Adobe enterprise digital rights Category management Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 46 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following; • Level 1 Discount Level is reached when parent agency reaches annual spend of $5,000,000.00 • Level 2 Discount Level is reached when parent agency reaches annual spend of $15,000,000.00 • Level 3 Discount Level is reached when parent agency reaches annual spend of $20,000,000.00 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period. The 12 month Period, or annual spend, is calculated based on the Adobe Fiscal Year which begins on December 1st. A full listing of eligible parent and sub agencies can be found on OPM.gov located HERE. In addition to the bundle pricing and discounts offered in the chart above, Carahsoft would like to offer the government additional discounts for all Adobe Experience Manager and Analytics software available on the GSA Schedule. Upon the purchase of any bundle listed above the ordering agency will receive 7% off any additional** Adobe Term licenses. The initial period of performance for all eligible Adobe Term Licenses purchased will be 12 months. In the event an ordering organization should require a custom or pro-rated period of performance, we will work with the agency on a per opportunity basis. The additional 7% discount for add on licenses will be offered so long as ordering agency has an active DRM Bundle Term License. We are dedicated to providing the Enterprise Digital Rights Management solution to all federal agencies regardless of agency size. The Adobe team welcomes the opportunity to support any ordering organization that may require less than 1,000 users and custom configurations may be discussed on a per opportunity basis. Discounts cannot be combined with discounts offered on existing BPA’s or contracts that an agency may have in place with Carahsoft or an authorized Adobe/Carahsoft reseller. *Bundle requires supported version of Acrobat to be installed **Additional discounts limited to Adobe Experience Manager and Analytics Software only, excludes services and training. Adobe Digital Rights Management Bundle - Breakout Product Description 1,000 Users Qty 5,000 Users Qty 10,000 Users Qty 25,000 Users Qty 50,000 Users Qty Adobe Experience Manager Forms 6.2 – On Premise Term - Per Core - 12 Months 2 2 4 8 16 Adobe Experience Manager Document Security 6.2 – On Premise Term Minimum 1000 Recipients - Per Recipient - 12 Months 1,000 5,000 10,000 25,000 50,000 Adobe Insight Client License Per Named User (12 Month Term License) 1 1 2 4 8 Adobe Insight Reporting License - Per Server Add On (Min. Insight Purchase Required) (12 Month Term License) 1 1 2 4 8 Adobe Insight Data Transformation Functionality - License - Per Server (12 Month Term License) 1 1 2 4 8 Adobe Insight Sensor License - Per Web Server (Min. Insight Purchase Required) (12 Month Term License) 1 1 2 4 8 Adobe File Server Unit (FSU) License - Per Server (12 Month Term License) 1 1 2 4 8 Adobe Data Processing Unit (DPU) License - Per Server (Up To 500 Gb) (12 Month Term License) 1 1 2 4 8 Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 47 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Adobe Sign Adobe Sign is licensed in two ways: by signature transaction and by seat. The discounts below apply to either licensing model. Pricing for the following Adobe Sign products purchased shall be in accordance with the established GSA price list/rate less the applicable guaranteed minimum discount percentages specified in the table below. Current GSA SKU’s and licensing models for Sign eligible for discounts listed below are; Discounts are offered on a per total order basis as outlined in the table below: Tier Order Transaction Amount Discount from GSA Tier 1 $25,000.00 - $75,000.00 2% Tier 2 $75,000.01 - $125,000.00 4% Tier 3 $125,000.01 - $200,000.00 6% Tier 4 $200,000.01 - $500,000.00 8% Tier 5 $500,000.01 + 10% *Discounts are not cumulative. Discounts cannot be combined with discounts offered on existing BPA’s or contracts that an agency may have in place with Carahsoft or an authorized Adobe/Carahsoft reseller. SKU Description List Price GSA Price 210-7041-ES Adobe Document Cloud for Enterprise - Premium eSign Services P2 - Per Seat - Purchase Min 5 Seats Req (300 Transactions per Seat Included) - 12 Months $540.00 $527.76 SKU Description List Price GSA Price 210-7041-T Adobe Document Cloud for Enterprise - Premium eSign Services P2 - Per Transaction 1-300 Transaction Purchase Req (Existing eSign Account Required) - 12 Month $540.00 $527.76 Licensing Model: Per Seat/User Licensing Model: Per Transaction Solution 2 Adobe Electronic Signatures category management Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 48 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Introduction This Federal Supply Schedule Addendum supplements GSA Federal Supply Schedule Contract Number GS-35F-0119Y between Carahsoft Technology Corporation and the General Services Administration. The Nutanix Hybrid Cloud Infrastructure Category Management Offering addresses requirements of the Data Center Optimization Initiative (DCOI) established in OMB Memorandum M-16-19, and fulfills the data center requirements of the Federal Information Technology Acquisition Reform (FITARA). Federal customers to date have selected configurations of Nutanix software, hardware and maintenance across 42 different configurations and 1,000s of individual part numbers. Our goal here is to offer incentives in the form of solutions of the Nutanix software, hardware and maintenance bought 90% of the time with full capabilities to build a hybrid cloud infrastructure. We also considered which of these configurations purchased line up consistently with what type of deployment, labeling each solution as such. Incentives: To enable agencies to quickly stand up Hybrid Cloud Infrastructure and incent them to leverage lessons learned from other agencies that have built Shared Services with Nutanix. Carahsoft and Nutanix are offering four types of Hybrid Cloud Infrastructure solutions and are described in detail with corresponding incentives offers for each:  Hybrid Cloud Infrastructure Pilot/Micro Agency Solution (Solution 1)  Hybrid Cloud Infrastructure Base Solutions (Solutions 2-4)  Hybrid Cloud Infrastructure Scale out Solutions (Solutions 5-8)  Hybrid Cloud Software Defined Datacenter Solutions (Solutions 9-10) Description: Hybrid Cloud Infrastructure Pilot/Micro Agency Solution Ideal agency investment to prove out Hybrid Cloud infrastructure, train administrators & have an entry point at minimum cost for pilots or micro agencies. Quantity one would be offered per agency/micro agency. Nutanix would also provide specific to workloads: test plans, summary of expected outcomes, federal customer references and a total cost of ownership economic study. 1. Solution 1: Hybrid Cloud Infrastructure Base Solution - Nutanix Initial Pilot/Micro Agency SKU DESCRIPTION LIST PRICE GSA PRICE Offer Price 422-HC-PLT- SLN Solution 1: Hybrid Cloud Infrastructure Base Solution - Nutanix Initial Pilot/Micro Agency $164,960.62 $153,460.85 $81,242.66 Description: Hybrid Cloud Infrastructure Base Solutions Hybrid Cloud Infrastructure Base Solutions with full Nutanix Hybrid Cloud Infrastructure capabilities 75% configured with descriptions that align with initial deployment strategy. Nutanix will offer this cumulative per year volume incentive per agency, starting over annually. Carahsoft will track and report on agency by agency consumption. Nutanix would be ATTACHMENT IV B – U.S. Government Nutanix FITARA Addendum SOLUTION 1 Hybrid Cloud Infrastructure Pilot/Micro Agency Solution SOLUTIONS 2-4 Hybrid Cloud Infrastructure Base Solutions Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 49 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com interested in advice to incent government Shared Service centers. 2. Solution 2: Hybrid Cloud Infrastructure base Solution - Nutanix Enterprise Block 3. Solution 3: Hybrid Cloud Infrastructure base Solution - Nutanix Branch Office Block 4. Solution 4: Hybrid Cloud Infrastructure base Solution - Nutanix High Performance Flash Block Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following;  Level 1 Discount Level is reached when parent agency purchases 1 solution each year  Level 2 Discount Level is reached when parent agency purchases 2-5 total solutions each year  Level 3 Discount Level is reached when parent agency purchases 6-10 total solutions each year  Level 4 Discount Level is reached when parent agency purchases 11-20 total solutions each year  Level 5 Discount Level is reached when parent agency purchases 21-40 total solutions each year  Level 6 Discount Level is reached when parent agency purchases 41-99 total solutions each year  Level 7 Discount Level is reached when parent agency purchases 100+ total solutions each year See Workload Sizing Guide matrix below for the Solution number applied to enterprise workloads that are linear scalable. Therefore, multiples of sizing metrics can be matched to agency requirements per workload type to calculate ROMs. All sizing must be validated by Nutanix SEs, so workload mix on a single Nutanix Hybrid cloud infrastructure is considered. Description: Hybrid Cloud Infrastructure Scale out Solutions Hybrid Cloud Infrastructure Scale out Solutions with full Nutanix hybrid cloud infrastructure capabilities 100% configured with descriptions that align with scale out deployment strategy. Nutanix will offer this cumulative per year volume incentive per agency, starting over annually. Carahsoft will track and report on agency by agency consumption. Nutanix would be interested in advice to incent government Shared Service centers. SOLUTIONS 5-8 Hybrid Cloud Infrastructure Scale out Solutions Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 50 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com 5. Solution 5: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Cold Storage Block 6. Solution 6: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Enterprise Block 7. Solution 7: Hybrid Cloud Infrastructure Scale out Solution - Nutanix Branch Office Block 8. Solution 8: Hybrid Cloud Infrastructure Scale out Solution - Nutanix High Performance Flash Block Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following;  Level 1 Discount Level is reached when parent agency purchases 1 solution each year  Level 2 Discount Level is reached when parent agency purchases 2-5 total solutions each year  Level 3 Discount Level is reached when parent agency purchases 6-10 total solutions each year  Level 4 Discount Level is reached when parent agency purchases 11-20 total solutions each year  Level 5 Discount Level is reached when parent agency purchases 21-40 total solutions each year  Level 6 Discount Level is reached when parent agency purchases 41-99 total solutions each year  Level 7 Discount Level is reached when parent agency purchases 100+ total solutions each year Description: Hybrid Cloud Software defined datacenter Hybrid Cloud Software defined datacenter and Tactical platforms with Nutanix Hybrid Cloud Infrastructure capabilities, applicable to a strategy where it is ideal to source validated and Nutanix supported hardware infrastructure separately from the Nutanix software. Nutanix would consider cumulative per year volume incentive, starting over annually. 9. Solution 9: Hybrid Cloud Software defined datacenter Solution – 4 node software only enterprise 10. Solution 10: Hybrid Cloud Tactical infrastructure software Solution – 8 node software only tactical SOLUTIONS 9-10 Hybrid Cloud Software Defined Datacenter Solutions Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 51 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Discount Level Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following;  Level 1 Discount Level is reached when parent agency reaches annual spend of $500,000.00  Level 2 Discount Level is reached when parent agency reaches annual spend of $1,000,000.00  Level 3 Discount Level is reached when parent agency reaches annual spend of $2,000,000.00  Level 4 Discount Level is reached when parent agency reaches annual spend of $5,000,000.00 Sizing is specific to Nutanix partner hardware platforms and available upon request from Nutanix systems engineers. All Nutanix validated and supported partner hardware platforms build and deploy systems by node count. Eight and four node solutions were selected because that is the full scale out configuration of the individual partner hardware platforms for enterprise and tactical solutions. Nutanix Software capabilities that are included with each of the solutions to enable the Nutanix Hybrid Cloud infrastructure regardless of whether the hardware is procured from Nutanix or separately from a Nutanix certified and supported hardware vendor: Webscale hyper converged architecture, Nutanix Acropolis application mobility fabric, Acropolis distributed storage fabric, PRISM Enterprise management, Acropolis hypervisor, Acropolis file services, Acropolis block services, Acropolis Container services, Nutanix Cloud Connect, Shared Service self-service portal, data locality, data tiering, compression, de- duplication, security hardening, security control monitoring, security control breach automated remediation, NIST security control documentation for ATO, 1 year HW and SW maintenance including all software updates with 24x7x365 phone support - 4 hr response with non-returned disk service. Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 52 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Introduction Veritas Enterprise Data Management empowers government departments, on the federal and local level, to combine key capabilities from a family of solutions that reduces complexity, streamlines operations, and empowers agencies to recognize enormous business value. With Veritas Enterprise Data Management solutions, federal agencies can have the insight and availability they need to understand what information they have, know how to keep it protected, and realize what they should delete. This leads to the best possible return on information (ROI): the ability to gain better visibility and insight into unstructured data and to control, store, and protect citizen information. Carahsoft will provide the following Veritas Enterprise Data Management Solutions through the GSA Schedule at the following discount options. Product Family Description/Business Value 360 DATA MANAGEMENT Veritas 360 Data Management offerings provide data visibility, compliance readiness, business continuity, data protection and recoverability, while maintaining data/workload portability and storage optimization All product SW/HW components are included *See Bundle Information on page DATA INSIGHT Veritas Data Insight helps organizations improve unstructured data governance to reduce costs, reduce risk, and achieve compliance through actionable intelligence into data ownership, usage, and access controls All product SW components EDISCOVERY From ECA and keywords to concepts and TAR, Veritas’ eDiscovery Platform provides the ultimate analysis toolkit for isolating potentially relevant items, revealing context, and prioritizing what’s most important 8100/8200 APPLIANCES, Collector SW all included EV 247 EV 247 frees customers from the overheads of owning, running, or managing email and file archives by leveraging Microsoft Azure cloud platforms, powered by the world’s leading archiving technology. This is a cloud platform, software archiving solution, and managed service all in one All product SW components, cloud storage, and management fees are included INFOSCALE Veritas InfoScale minimizes downtime by providing high availability and disaster recovery over any distance for your critical business services, including individual databases, custom applications, and complex multitier applications across physical and virtual environments All product SW components included SOLUTIONS Enterprise Data Management Solutions ATTACHMENT IV C - U.S. Government VERITAS FITARA Addendum Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 53 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com Enterprise Data Management Platform – Aggregate (Both Product & Services) Agency Spend with Initial Enterprise Support and Service Option from Below Discount Level 1 >$3M Annual Spend* Discount Level 2 >$8M Annual Spend* Discount Level 3 >$15M Annual Spend* 2% 5% 10% One of the following Veritas Consulting Services are strongly recommended with the purchase of each product family listed above. The Service Descriptions and recommended number of hours per family is listed below: Service Option Service Personnel Service Description 1 Business Critical Services Assist (BCS) – Proactive Product Account Management Business Critical Services (BCS) Assist. Provides a designated, accountable Business Critical Coordinator (BCC) to oversee, support delivery, and assist with case management and escalations during local business hours for rapid response, priority queuing, helps ensure preventable issues don’t recur (through quarterly reporting), and that solutions and recommendations are documented for future reference. 2 Remote Product Specialist (RPS) - On- Call, Dedicated Specialist Remote Product Specialists (RPS). Get your mission critical application up and running as quickly as possible in the event of an issue or an unplanned outage. Includes an assigned, advanced level product expert to personalize your support experience and ensure priority call queuing. 3 On-Site Business Critical Engineer (BCE) - On-Site Resource A Business Critical Engineer (BCE). Optimizes the Veritas environment. The BCE can minimize downtime by identifying potential issues before they impact performance and help optimize solutions so that each product feature is used fully to maximize the value from your software investment Recommended Minimum by Discount Level – Services Only Recommended Service Options Aggregate Revenue for Agency Services Discount Level BCS RPS BCE Consultant FTE = 2040 hrs $0 - $8M Discount Level 1 (2%) 1 / per product 1/ per product 500 Hours $8M - $15M Discount Level 2 (5%) 1 / per product 1 / per product 1,020 Hours >$15M Discount Level 3 (10%) 2 / per product 2 / per product 2,040 Hours SUPPORT SKUs for NetBackup For any agency with NetBackup currently installed or with the initial purchase of NetBackup, premier services offerings are available through the following bundles on the Carahsoft GSA. Offered skus are inclusive of Netbackup licensing, estimated service hours below, and either a SW or HW based Netbackup appliance. As a rule of thumb, Veritas and Carahsoft recommend the following estimates of service hours in support of our software installations. These estimates are based on Front End TB count of the backup environment: Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 54 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com • < 100TB – 80 hours • 101-250TB – 120 hours • 250-500TB – 180 hours • > 500TB – 240 hours Please note: the hours listed above are estimates. Each agency may require more or less hours depending on project scope. All service items are available to the government at the full GSA Schedule price. Per Agency Aggregate Spend Detail Aggregate discounts are calculated on a per agency basis. Agencies are eligible for additional discounts based on the following:  Level 1 Discount Level is reached when parent agency reaches annual spend of $3,000,000.00  Level 2 Discount Level is reached when parent agency reaches annual spend of $8,000,000.00  Level 3 Discount Level is reached when parent agency reaches annual spend of $15,000,000.00 Annual spend is calculated based on the total aggregate purchases made by any combination of sub agencies that fall underneath a parent agency in a 12 month period. The 12 month Period, or annual spend, is calculated based on the Veritas Fiscal Year which begins on April 1st. A full listing of eligible parent and sub agencies can be found in the Appendix. The initial period of performance for all support/maintenance contracts that come with eligible Veritas Licenses purchased will be 12 months. In the event an ordering organization should require a custom or pro-rated period of performance, we will work with the agency on a per opportunity basis. We are dedicated to providing the Enterprise Data Management solutions to all federal agencies regardless of agency size. The Veritas team welcomes the opportunity to support any ordering organization that may require less than 1,000 users and custom configurations may be discussed on a per opportunity basis. Discounts cannot be combined with discounts offered on existing Blanket Purchase Agreements or contracts that an agency may have in place with Carahsoft or an authorized Veritas/Carahsoft reseller. For the full pricelist table please use the following link: https://www.carahsoft.com/application/files/4615/4418/8823/VERITAS_TC_TABLE.pdf Carahsoft Technology Corp. MAS Schedule Terms & Conditions Page 55 (703) 871-8500 GS-35F-0119Y contracts@carahsoft.com ATTACHMENT V – Approved IT Manufacturers Approved IT Manufacturers: Please reference GSA eLibrary: https://www.gsaelibrary.gsa.gov/ElibMain/contractorInfo.do?contractNumber=GS-35F- 0119Y&contractorName=CARAHSOFT+TECHNOLOGY+CORPORATION&executeQuery=YES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/13/2022 Marsh &McLennan Agency LLC 5500 Cherokee Avenue,Suite 300 Alexandria VA 22312 800-274-0268 certificates@MarshMMA.com Lloyds Syndicate 2623/623 55555 CARAHTECHN Hartford Casualty Insurance Company 29424CarahsoftTechnologyCorp. FedResults,Inc. 11493 Sunset Hills Road Suite 100 Reston VA 20190 Hartford Fire Insurance Company 19682 970585742 B X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y ENP0651059 4/19/2022 4/19/2023 2,000,000 B 1,000,000 X X X Y Y ENP0651059 4/19/2022 4/19/2023 B X X 5,000,000ENP06510594/19/2022 4/19/2023 5,000,000 A C Cyber Professional Liab Crime Y Y W301BF210101 30TP032740921 8/27/2021 2/6/2022 8/27/2022 2/6/2023 $5,000,000 $5,000,000 Occurrence Aggregate The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers (“Additional Insureds”)are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. City of Cupertino 10300 Torre Ave Cupertino CA 95014 Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 1 of 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT -VIRGINIA This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A.Endorsement -Table of Contents: Coverage:Begins on Page: 1.Employee Benefit Liability Coverage.......................................................................................32.Unintentional Failure to Disclose Hazards..............................................................................83.Damage to Premises Rented to You ........................................................................................84.Supplementary Payments .........................................................................................................95.Medical Payments ......................................................................................................................96.180 Day Coverage for Newly Formed or Acquired Organizations ........................................97.Waiver of Subrogation............................................................................................................108.Automatic Additional Insured -Specified Relationships:..................................................10•Managers or Lessors of Premises;•Lessor of Leased Equipment;•Vendors;•State or Governmental Agency or Subdivision or Political Subdivision -Permits or Authorizations Relating to Premises; and•Mortgagee, Assignee or Receiver9.Property Damage to Borrowed Equipment ..........................................................................1310.Employees as Insureds -Specified Health Care Services and Good SamaritanServices...................................................................................................................................1411.Broadened Notice of Occurrence..........................................................................................1412.Nonowned Aircraft ..................................................................................................................1413.Bodily Injury Redefined ..........................................................................................................1414.Expected or Intended Injury Redefined ................................................................................1415.Former Employees as Insureds ............................................................................................14 B.Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1.Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount:$1,000 3.Damage to Premises Rented to You The lesser of: a.The Each Occurrence Limit shown in the Declarations; or b.$500,000 unless otherwise stated $ 4.Supplementary Payments a.Bail Bonds:$2,500 b.Loss of Earnings: $500 5.Medical Payments Medical Expense Limit:$10,000 9.Property Damage to Borrowed Equipment Each Occurrence Limit:$10,000 Deductible Amount:$250 Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 2 of 14 C.Coverages 1.Employee Benefit Liability Coverage a.The following is added to Section I - Coverages: Employee Benefit Liability Cover- age (1)Insuring Agreement (a)We will pay those sums that the insured becomes legally obligated to pay as damag- es caused by any act, error or omission of the insured, or of any other person for whose acts the insured is legally liable, to which this insurance applies. W e will have the right and duty to defend the insured against any "suit"seeking those damages. However, we will have no duty to defend against any "suit"seeking damages to which this in- surance does not apply. We may,at our discretion, in- vestigate any report of an act, error or omission and settle any claim or "suit"that may result. But: 1)The amount we will pay for damages is limited as described in Section III -Limits of Insur- ance; and 2)Our right and duty to defend ends when we have used up the appli- cable limit of insurance in the payment of judg- ments or settlements. No other obligation or liabil- ity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. (b)This insurance applies to damages only if the act, er- ror or omission, is negligent- ly committed in the "admin- istration"of your "employee benefit program"; and 1)Occurs during the policy period; or 2)Occurred prior to the "first effective date"of this endorsement pro- vided: a)You did not have knowledge of a claim or "suit"on or before the "first ef- fective date"of this endorsement. You will be deemed to have knowledge of a claim or "suit" when any "author- ized representa- tive"; i)Reports all, or any part,of the act, error or omission to us or any other insurer; ii)Receives a written or ver- bal demand or claim for dam- ages because of the act, er- ror or omis- sion; and b)There is no other applicable insur- ance. (2)Exclusions This insurance does not apply to: (a)Bodily Injury, Property Damage or Personal and Advertising Injury "Bodily injury", "property damage"or "personal and advertising injury". (b)Dishonest,Fraudulent, Criminal or Malicious Act Damages arising out of any intentional, dishonest, fraudulent, criminal or mali- cious act, error or omission, committed by any insured, including the willful or reck- less violation of any statute. (c)Failure to Perform a Con- tract Damages arising out of fail- ure of performance of con- tract by any insurer. Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 3 of 14 (d)Insufficiency of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit program". (e)Inadequacy of Perfor- mance of Invest- ment/Advice Given With Respect to Participation Any claim based upon: 1)Failure of any invest- ment to perform; 2)Errors in providing in- formation on past per- formance of investment vehicles; or 3)Advice given to any person with respect to that person's decision to participate or not to par- ticipate in any plan in- cluded in the "employee benefit program". (f)Workers'Compensation and Similar Laws Anyclaim arising out of your failure to comply with the mandatory provisions of any workers'compensation,un- employment compensation insurance, social security or disability benefits law or any similar law. (g)ERISA Damages for which any in- sured is liable because of li- ability imposed on a fiduci- ary by the Employee Re- tirement Income Security Act of 1974, as now or hereafter amended,or by any similar federal, state or local laws. (h)Available Benefits Any claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured,from the applicable funds accrued or other col- lectible insurance. (i)Taxes, Fines or Penalties Taxes, fines or penalties, in- cluding those imposed un- der the Internal Revenue Code or any similar state or local law. (j)Employment-Related Prac- tices Any liability arising out of any: (1)Refusal to employ; (2)Termination of employ- ment; (3)Coercion, demotion, evaluation, reassign- ment, discipline,defa- mation, harassment, humiliation, discrimina- tion or other employ- ment -related practices, acts or omissions; or (4)Consequential liability as a result of (1), (2) or (3)above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the in- jury. (3)Supplementary Payments Section I -Coverages, Sup- plementary Payments -Cover- ages A and B also apply to this Coverage. b.Who is an Insured As respects Employee Benefit Lia- bility Coverage, Section II -Who is an Insured is replaced by the follow- ing: (1)If you are designated in the Dec- larations as: (a)An individual, you and your spouse are insureds, but on- ly with respect to the con- duct of a business of which you are the sole owner. (b)A partnership or joint ven- ture, you are an insured. Your members, your part- Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 4 of 14 ners,and their spouses are also insureds but only with respect to the conduct of your business. (c)A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with respect to their duties as your man- agers. (d)An organization other than a partnership, joint venture or limited liability company,you are an insured. Your "execu- tive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with re- spect to their liability as stockholders. (e)A trust, you are an insured. Your trustees are also in- sureds, but only with respect to their duties as trustees. (2)Each of the following is also an insured: (a)Each of your "employees" who is or was authorized to administer your "employee benefit program"; (b)Any persons, organizations or "employees"having prop- er temporary authorization to administer your "employ- ee benefit program"if you die, but only until your legal representative is appointed; or (c)Your legal representative if you die, but only with re- spect to duties as such. That representative will have all your rights and duties under this Coverage Part. (3)Any organization you newly ac- quire or form, other than a part- nership,joint venture or limited liability company, and over which you maintain ownership or major- ity interest, will qualify as an in- sured if no other similar insur- ance applies to that organization. However, coverage under this provision: (a)Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and (b)Does not apply to any act, error or omission that was committed before you ac- quired or formed the organi- zation. c.Limits of Insurance As respects Employee Benefit Lia- bility Coverage, Section III -Limits Of Insurance is replaced by the fol- lowing: (1)The Limits of Insurance shown in Section B. Limits of Insurance, 1.Employee Benefit Liability Coverage and the rules below fix the most we will pay regardless of the number of: (a)Insureds; (b)Claims made or "suits" brought; (c)Persons or organizations making claims or bringing "suits"; (d)Acts, errors or omissions; or (e)Benefits included in your "employee benefit program". (2)The Aggregate Limit shown in Section B.Limits of Insurance, 1.Employee Benefit Liability Coverage of this endorsement is the most we will pay for all dam- ages because of acts, errors or omissions negligently committed in the "administration"of your "employee benefit program". (3)Subject to the limit described in (2)above, the Each Employee Limit shown in Section B.Limits of Insurance, 1.Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages sus- tained by any one "employee", including damages sustained by such "employee's"dependents and beneficiaries, as a result of: (a)An act, error or omission; or Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 5 of 14 (b)A series of related acts, er- rors or omissions,regard- less of the amount of time that lapses between such acts, errors or omissions; negligently committed in the "administration"of your "employ- ee benefit program". However, the amount paid under this endorsement shall not ex- ceed, and will be subject to the limits and restrictions that apply to the payment of benefits in any plan included in the "employee benefit program." (4)Deductible Amount (a)Our obligation to pay dam- ages on behalf of the in- sured applies only to the amount of damages in ex- cess of the Deductible Amount stated in the Decla- rations as applicable to Each Employee. The limits of insurance shall not be re- duced by the amount of this deductible. (b)The Deductible Amount stated in the Declarations applies to all damages sus- tained by any one "employ- ee", including such "employ- ee's"dependents and bene- ficiaries, because of all acts, errors or omissions to which this insurance applies. (c)The terms of this insurance, including those with respect to: 1)Our right and duty to defend the insured against any "suits" seeking those damag- es; and 2)Your duties, and the du- ties of any other in- volved insured, in the event of an act,error or omission, or claim; apply irrespective of the ap- plication of the Deductible Amount. (d)We may pay any part or all of the Deductible Amount to effect settlement of any claim or "suit"and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the Deductible Amount as we have paid. d.Additional Conditions As respects Employee Benefit Lia- bility Coverage, Section IV -Com- mercial General Liability Condi- tions is amended as follows: (1)Item 2.Duties in the Event of Occurrence,Offense, Claim or Suit is replaced by the following: 2.Duties in the Event of an Act, Error or Omission, or Claim or Suit a.You must see to it that we are notified as soon as practicable of an act, error or omission which may result in a claim. To the extent possible, notice should include: (1)What the act, error or omission was and when it oc- curred; and (2)The names and addresses of any- one who may suf- fer damages as a result of the act, error or omission. b.If a claim is made or "suit"is brought against any insured, you must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practicable. c.You and any other in- volved insured must: (1)Immediately send us copies of any demands, notices, summonses or le- gal papers re- Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 6 of 14 ceived in connec- tion with the claim or "suit"; (2)Authorize us to ob- tain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request,in the en- forcement of any right against any person or organi- zation which may be liable to the in- sured because of an act, error or omission to which this insurance may also apply. d.No insured will, except at that insured's own cost, voluntarily make a payment,assume any obligation, or incur any expense without our consent. (2)Item 5.Other Insurance is re- placed by the following: 5.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is prima- ry except when c.below applies. If this insurance is primary,our obliga- tions are not affected unless any of the other insurance is also prima- ry. Then, we will share with all that other insur- ance by the method de- scribed in b.below. b.Method of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this meth- od also. Under this ap- proach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other in- surance does not permit contribution by equal shares, we will contrib- ute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insur- ers. c.No Coverage This insurance shall not cover any loss for which the insured is entitled to recovery under any other insurance in force previous to the effective date of this Coverage Part. e. Additional Definitions As respects Employee Benefit Lia- bility Coverage, Section V -Defini- tions is amended as follows: (1)The following definitions are added: 1."Administration"means: a.Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b.Interpreting the "em- ployee benefit pro- grams"; c.Handling records in connection with the "employee benefit pro- grams"; or d.Effecting, continuing or terminating any "em- ployee's"participation in any benefit included in Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 7 of 14 the "employee benefit program". However, "administration" does not include: a.Handling payroll deduc- tions; or b.The failure to effect or maintain any insurance or adequate limits of coverage of insurance, including but not limited to unemployment insur- ance, social security benefits,workers'com- pensation and disability benefits. 2."Cafeteria plans"means plans authorized by applica- ble law to allow "employees" to elect to pay for certain benefits with pre-tax dollars. 3."Employee benefit pro- grams"means a program providing some of all of the following benefits to "em- ployees", whether provided through a "cafeteria plan"or otherwise: a.Group life insurance; group accident or health insurance; dental, vision and hearing plans; and flexible spending ac- counts; provided that no one other than an "em- ployee"may subscribe to such benefits and such benefits are made generally available to those "employees"who satisfy the plan's eligibil- ity requirements; b.Profit sharing plans, employee savings plans, employee stock ownership plans, pen- sion plans and stock subscription plans, pro- vided that no one other than an "employee" may subscribe to such benefits and such bene- fits are made generally available to all "employ- ees"who are eligible under the plan for such benefits; c.Unemployment insur- ance, social security benefits, workers'com- pensation and disability benefits; and d.Vacation plans, includ- ing buy and sell pro- grams; leave of ab- sence programs, includ- ing military, maternity, family,and civil leave; tuition assistance plans; transportation and health club subsidies. 4."First effective date"means the date upon which cover- age was first effected in a series of uninterrupted re- newals of insurance cover- age. (2)The following definitions are de- leted in their entirety and re- placed by the following: 8."Employee"means a person actively employed, formerly employed, on leave of ab- sence or disabled,or retired. "Employee"includes a "leased worker". "Employee" does not include a "tempo- rary worker". 21."Suit"means a civil proceed- ing in which money damag- es because of an act,error or omission to which this in- surance applies are alleged. "Suit"includes: a.An arbitration proceed- ing in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; b.Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the in- sured submits with our consent; or c.An appeal of a civil pro- ceeding. Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 8 of 14 2.Unintentional Failure to Disclose Haz- ards Section IV -Commercial General Liabil- ity Conditions, 7.Representations is amended by the addition of the following: Based on our dependence upon your rep- resentations as to existing hazards,if un- intentionally you should fail to disclose all such hazards at the inception date of your policy,we will not reject coverage under this Coverage Part based solely on such failure. 3.Damage to Premises Rented to You a.The last Paragraph of 2. Exclusions under Section I -Coverage A -Bod- ily Injury and Property Damage Li- ability is replaced by the following: Exclusions c.through q.do not apply to "property damage"by fire, explo- sion,lightning, smoke or soot to premises while rented to you or tem- porarily occupied by you with permis- sion of the owner,for which the amount we will pay is limited to the Damage to Premises Rented to You Limit as described in Section III -Limits of Insurance. b.The insurance provided under Sec- tion I -Coverage A -Bodily Injury and Property Damage Liability ap- plies to "property damage"arising out of water damage to premises that are both rented to and occupied by you. (1)As respects W ater Damage Le- gal Liability,as provided in Para- graph 3.b.above: The exclusions under Section I - Coverage A -Bodily Injury and Property Damage Liability,2. Exclusions, other than i. War and the Nuclear Energy Liabil- ity Exclusion (Broad Form),are deleted and the following are added: This insurance does not apply to: (a)"Property damage": (i)Assumed in any con- tract or agreement; or (ii)Caused by or resulting from any of the follow- ing: 1)Wear and tear; 2)Rust or other cor- rosion,decay,de- terioration, hidden or latent defect or any quality in property that caus- es it to damage or destroy itself; 3)Smog; 4)Mechanical break- down, including rupture or bursting caused by centrif- ugal force; 5)Settling,cracking, shrinking or ex- pansion; 6)Nesting or infesta- tion, or discharge or release of waste products or secre- tions, by insects, birds,rodents or other animals; or 7)Presence, growth, proliferation, spread or any ac- tivity of fungus,in- cluding mold or mildew, and any mycotoxins, spores, scents or byproducts pro- duced or released by fungi. (b)"Property damage"caused directly or indirectly by any of the following: (i)Earthquake, volcanic eruption, landslide or any other earth move- ment; (ii)Water that backs up or overflows or is other- wise discharged from a sewer,drain,sump, sump pump or related equipment; (iii)Water under the ground surface pressing on,or flowing or seeping through: 1)Foundations, walls, floors or paved surfaces; 2)Basements, whether paved or not; or Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 9 of 14 3)Doors, windows or other openings. (c)"Property damage"caused by or resulting from water that leaks or flows from plumbing,heating, air condi- tioning, fire protection sys- tems,or other equipment, caused by or resulting from freezing, unless: (i)You did your best to maintain heat in the building or structure; or (ii)You drained the equip- ment and shut off the water supply if the heat was not maintained. (d)"Property damage"to: (i)Plumbing,heating,air conditioning, fire protec- tion systems,or other equipment or applianc- es; or (ii)The interior of any building or structure, or to personal property in the building or structure, caused by or resulting from rain, snow, sleet or ice, whether driven by wind or not. c.Limit of Insurance With respect to the insurance afford- ed in Paragraphs 3.a. and 3.b.above, the Damage to Premises Rented to You Limit as shown in the Declara- tions is amended as follows: (1)Paragraph 6. of Section III - Limits of Insurance is replaced by the following: 6.Subject to Paragraph 5. above,the Damage to Premises Rented to You Limit is the most we will pay under Coverage A -Bodily Injury and Property Dam- age Liability for damages because of "property dam- age"to any one premises: a.W hile rented to you,or temporarily occupied by you with permission of the owner; b.In the case of damage by fire, explosion, light- ning,smoke or soot, while rented to you; or c.In the case of damage by water, while rented to and occupied by you. (2)The most we will pay is limited as described in Section B.Limits of Insurance, 3.Damage to Prem- ises Rented to You of this en- dorsement. 4.Supplementary Payments Under Section I -Supplementary Pay- ments -Coverages A and B: a.Paragraph 2.is replaced by the fol- lowing: Up to the limit shown in Section B. Limits of Insurance, 4.a.Bail Bonds of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage ap- plies. W e do not have to furnish these bonds. b.Paragraph 4.is replaced by the fol- lowing: All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the limit shown in Sec- tion B.Limits of Insurance, 4.b. Loss Of Earnings of this endorsement per day because of time off from work. 5.Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits of Insurance, 5.Medical Pay- ments of this endorsement. 6.180 Day Coverage for Newly Formed or Acquired Organizations Section II -Who is an Insured is amended as follows: Subparagraph a.of Paragraph 3.is re- placed by the following: a.Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 10 of 14 7.Waiver of Subrogation Section IV -Commercial General Liabil- ity Conditions, 9.Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract or agree- ment with that person or organization and included in the "products-completed oper- ations hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Cov- erage Part. The insured must do nothing after a loss to impair our rights. At our re- quest, the insured will bring "suit"or trans- fer those rights to us and help us enforce those rights. 8.Automatic Additional Insured -Speci- fied Relationships a.The following is added to Section II - Who is an Insured: (1)Any person(s)or organization(s) described in Paragraph 8.a.(2)of this endorsement (hereinafter re- ferred to as additional insured) whom you are required to add as an additional insured under this Coverage Part by reason of a written contract,written agree- ment, written permit or written authorization. (2)Only the following persons or or- ganizations are additional in- sureds under this endorsement, and insurance coverage provided to such additional insureds is lim- ited as provided herein: (a)Managers or Lessors of Premises The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 8.a.(1)of this en- dorsement to provide insur- ance, but only with respect to liability arising out of the ownership, maintenance or use of that part of the prem- ises leased to you,subject to the following additional exclusions: This insurance does not ap- ply to: (i)Any "occurrence"which takes place after you cease to be a tenant in that premises; (ii)Structural alterations, new construction or demolition operations performed by or on be- half of such additional insured. (b)Lessor of Leased Equip- ment Any person or organization from whom you lease equipment when you and such person(s) or organiza- tion(s) have agreed per Par- agraph 8.a.(1)of this en- dorsement to provide insur- ance. Such person(s) or or- ganization(s) are insureds only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused, in whole or in part,by your maintenance, operation or use of equipment leased to you by such person(s) or or- ganization(s).A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends.However, this insurance does not ap- ply to any "occurrence" which takes place after the equipment lease expires. (c)Vendors Any person or organization (referred to below as ven- dor) with whom you have agreed per Paragraph 8.a.(1)of this endorsement to provide insurance, but on- ly with respect to "bodily in- jury"or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 11 of 14 (i)The insurance afforded the vendor does not apply to: 1)"Bodily injury"or "property damage" for which the ven- dor is obligated to pay damages by reason of the as- sumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 2)Any express war- ranty unauthorized by you; 3)Any physical or chemical change in the product made intentionally by the vendor; 4)Repackaging, ex- cept when un- packed solely for the purpose of in- spection, demon- stration,testing, or the substitution of parts under in- structions from the manufacturer, and then repackaged in the original con- tainer; 5)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normal- ly undertakes to make in the usual course of busi- ness, in connection with the distribution or sale of the products; 6)Demonstration,in- stallation, servicing or repair opera- tions, except such operations per- formed at the ven- dor's premises in connection with the sale of the product; 7)Products which, af- ter distribution or sale by you, have been labeled or re- labeled or used as a container,part or ingredient of any other thing or sub- stance by or for the vendor; or 8)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omis- sions or those of its employees or anyone else acting on its behalf. How- ever,this exclusion does not apply to: a)The excep- tions contained in Paragraphs (c) (i) 4) or 6) of this en- dorsement;or b)Such inspec- tions, adjust- ments, tests or servicing as the vendor has agreed to make or nor- mally under- takes to make in the usual course of business, in connection with the distri- bution or sale of the prod- ucts. (ii)This insurance does not apply to any insured person or organization: 1)From whom you have acquired such products,or any ingredient, part or container, enter- ing into, accompa- nying or containing such products; or Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 12 of 14 2)When liability in- cluded within the "products- completed opera- tions hazard"has been excluded un- der this Coverage Part with respect to such products. (d)State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations Relating to Premises Any state or governmental agency or subdivision or po- litical subdivision with which you have agreed per Para- graph 8.a.(1)of this en- dorsement to provide insur- ance, subject to the follow- ing additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political sub- division has issued a permit or authorization in connec- tion with premises you own, rent or control and to which this insurance applies: (i)The existence, mainte- nance, repair,construc- tion, erection or removal of advertising signs, awnings, canopies, cel- lar entrances, coal holes, driveways, man- holes, marquees, hoist away openings,side- walk vaults,street ban- ners or decorations and similar exposures; or (ii)The construction, erec- tion or removal of eleva- tors; or (iii)The ownership, mainte- nance or use of any el- evators covered by this insurance. (e)Mortgagee, Assignee or Receiver Any person or organization with whom you have agreed per Paragraph 8.a.(1) of this endorsement to provide in- surance, but only with re- spect to their liability as mortgagee, assignee, or re- ceiver and arising out of the ownership, maintenance,or use of the premises by you. However, this insurance does not apply to structural alterations, new construction and demolition operations performed by or for that per- son or organization. (3)The insurance afforded to addi- tional insureds described in Par- agraph 8.a.(1)of this endorse- ment: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the written contract,written agreement, written permit or written authorization to pro- vide for such additional in- sured; and (c)Does not apply to any per- son, organization,vendor, state, governmental agency or subdivision or political subdivision,specifically named as an additional in- sured under any other provi- sion of, or endorsement added to, this Coverage Part, provided such other provision or endorsement covers the injury or damage for which this insurance ap- plies. b.With respect to the insurance afford- ed to the additional insureds de- scribed in Paragraph 8.a.(1)of this endorsement, the following is added to Section III -Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of in- surance: (1)Required by the written contract, written agreement, written permit or written authorization described in Paragraph 8.a.(1)of this en- dorsement; or (2)Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 13 of 14 This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. c.Section IV -Commercial General Liability Conditions is amended to include the following: Automatic Additional Insured Pro- vision This insurance applies only if the "bodily injury"or "property damage" occurs, or the "personal and advertis- ing injury"offense is committed: (1)During the policy period; and (2)Subsequent to your execution of the written contract or written agreement, or the issuance of a written permit or written authori- zation,described in Paragraph 8.a.(1). d.Section IV -Commercial General Liability Conditions is amended as follows: Condition 5. Other Insurance is amended to include: Primary and Noncontributory In- surance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured per Paragraph 8.a.(1)of this endorsement provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract,agreement, permit or authorization described in 8.a.(2) of this endorsement that this in- surance would be primary and would not seek contribution from any other insurance available to the additional insured. 9.Property Damage to Borrowed Equip- ment a.The following is added to Exclusion 2.j.Damage to Property under Sec- tion I -Coverage A -Bodily Injury and Property Damage Liability: Paragraphs (3)and (4)of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform operations at the time of loss. b.With respect to the insurance provid- ed by this section of the endorse- ment, the following additional provi- sions apply: (1)The Limits of Insurance shown in the Declarations are replaced by the limits designated in Section B.Limits of Insurance, 9. Property Damage to Borrowed Equipment of this endorsement with respect to coverage provid- ed by this endorsement.These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B.Limits of Insurance, 9.Property Damage to Borrowed Equipment of this endorsement fix the most we will pay in any one "occurrence"re- gardless of the number of: (a)Insureds; (b)Claims made or "suits" brought; or (c)Persons or organizations making claims or bringing "suits". (2)Deductible Clause (a)Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible Amount stated in Section B.Limits of Insur- ance, 9.Property Damage to Borrowed Equipment of this endorsement. The limits of insurance will not be re- duced by the application of such Deductible Amount. (b)Section IV -Commercial General Liability Condi- tions,2. Duties in the Event of Occurrence, of- fense,Claim Or Suit,ap- plies to each claim or "suit" irrespective of the amount. (c)We may pay any part or all of the deductible amount to effect settlement of any claim or "suit"and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the deductible amount as has been paid by us. Includes copyrighted material of Insurance GA 210 VA 09 17 Services Office, Inc., with its permission.Page 14 of 14 10.Employees As Insureds -Specified Health Care Services And Good Samar- itan Services Paragraph 2.a.(1)(d)under Section II - Who Is An Insured does not apply to: a.Your "employees"who provide pro- fessional health care services on your behalf as a duly licensed nurse, emergency medical technician or paramedic in the jurisdiction where an "occurrence"or offense to which this insurance applies takes place; or b.Your "employees"or "volunteer work- ers", other than an employed or vol- unteer doctor, providing first aid or good samaritan services during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 11.Broadened Notice Of Occurrence Paragraph a.of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV -Com- mercial General Liability Conditions is replaced by the following: a.You must see to it that we are notified as soon as practicable of an "occur- rence"or an offense which may result in a claim. To the extent possible, no- tice should include: (1)How, when and where the "oc- currence"or offense took place; (2)The names and addresses of any injured persons and wit- nesses; and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. This requirement applies only when the "occurrence"or offense is known to an "authorized representative". 12.Nonowned Aircraft The following is added to Exclusion 2.g. Aircraft, Auto Or Watercraft under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability: This exclusion does not apply to an air- craft you do not own, provided that: a.The pilot in command holds a current effective certificate, issued by a duly constituted authority of the United States of America or Canada, desig- nating that person as a commercial or airline transport pilot; b.The aircraft is rented with a trained, paid crew; and c.The aircraft does not transport per- sons or cargo for a charge. 13.Bodily Injury Redefined Section V -Definitions, 4."Bodily injury" is replaced by the following: 4."Bodily injury"means bodily harm or injury, sickness, disease,disability, humiliation, shock, fright,mental an- guish or mental injury,including care, loss of services or death resulting from any of these at any time. 14.Expected Or Intended Injury Redefined The last sentence of Exclusion 2.a.Ex- pected Or Intended Injury under Sec- tion I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the following: This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect per- sons or property. 15.Former Employees As Insureds The following is added to Paragraph 2. under Section II -Who Is An Insured: 2.Each of the following is also an in- sured: Any of your former "employees", di- rectors, managers, members, part- ners or "executive officers", including but not limited to retired, disabled or those on leave of absence, but only for acts within the scope of their em- ployment by you or for duties related to the conduct of your business. WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 June 13, 2022 City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014 Account Information: Policy Holder Details :CARAHSOFT TECHNOLOGY CORP Contact Us Need Help? Start a live chat online or call us at (866) 467-8730. We’re here weekdays from 8:00 AM to 8:00 PM ET. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AUTOMATIC DATA PROCESSING INS AGCY 76250717 71 HANOVER ROAD FLORHAM PARK NJ 07932 CONTACT NAME: PHONE (A/C, No, Ext): (800) 524-7024 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS RD STE 100 RESTON VA 20190-5230 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 76 WEG ZJ6798 04/19/2022 04/19/2023 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 00 03 13 Printed in U.S.A. Process Date:03/25/22 Policy Expiration Date:04/19/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:76 WEG ZJ6798 Endorsement Number: Effective Date:04/19/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS RD STE 100 RESTON VA 20190 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk