Loading...
HomeMy WebLinkAboutBack-Up - GSA ContractYARDI SYSTEMS, INC. The Global Leader in Asset and Property Management Software 430 South Fairview Avenue Santa Barbara, CA 93117 Phone: 805.699.2040 Fax: 805.699.2041 www.yardi.com Contract Number: GS-35F-0731P Business Size: Large Business Contract Period: August 11, 2014 through August 10, 2019 Modification: PO-0010, 8/10/2014, PO-0015, 10/2/2014; PO-0016, 9/17/2014; PA-0020, 10/23/2014; PO-0021, 10/29/2014 General Services Administration - Federal Acquisition Service Authorized Federal Supply Schedule PRICELIST Schedule Contract 70 - General Purpose Commercial Information Technology Equipment, Software & Services SIN 132-32 TERM SOFTWARE LICENSES SIN 132-32STLOC, SIN 132-32RC FSC Class: 7030 - Information Technology Software SIN 132-34 MAINTENANCE OF SOFTWARE SIN 132-34STLOC, SIN 132-34RC SIN 132-51 INFORMATION TECHNOLOGY PROFESSIONAL SERVICES SIN 132-51STLOC, SIN 132-51 RC FPDS Code: D306 ADP Systems Analysis Services FPDS Code: D308 Programming Services FPDS Code: D311 ADP Data Conversion Services FPDS Code: D399 Other Information Technology Services, Not Elsewhere Classified Note 1: All non-professional labor categories must be incidental to and used solely to support hardware, software and/or professional services, and cannot be purchased separately. Note 2: Offerors and Agencies are advised that the Group 70 — Information Technology Schedule is not to be used as a means to procure services which properly fall under the Brooks Act. These services include, but are not limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services. FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services. Note 3: This solicitation is not intended to solicit for the reselling of IT Professional Services, except for the provision of implementation, maintenance, integration, or training services in direct support of a product. Under such circumstances the services must be performance by the publisher or manufacturer or one of their authorized agents. Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service's Home Page via the Internet at http://www.fss.gsa.gov/ TABLE OF CONTENTS Information for Ordering Activities 2 About Yardi Systems 10 SINs 132-32,132-34 Terms & Conditions 11 Pricing 132-32 15 Pricing 132-34 18 SIN 132-51 Terms & Conditions 21 Description of IT Services 24 Pricing 25 Labor Category Descriptions 26 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS 30 BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE 31 BASIC GUIDELINES FOR USING CONTRACTOR TEAM ARRANGEMENTS 34 ATTACHMENT - SAAS SUBSCRIPTION AGREEMENT INFORMATION FOR ALL ORDERING ACTIVITIES (Applicable to all Special Item Numbers) SPECIAL NOTICE TO AGENCIES: Small Business Participation SBA strongly supports the participation of small business concerns in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals. For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage!TM on-line shopping service (www.fss.gsa.gov). The catalogs/pricelists, GSA Advantage!TM and the Federal Acquisition Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns. This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women -owned small businesses among those considered when selecting pricelists for a best value determination. For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement. 1. GEOGRAPHIC SCOPE OF CONTRACT Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities. Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories. Offerors are requested to check one of the following boxes: [ ] The Geographic Scope of Contract will be domestic and overseas delivery. [ ] The Geographic Scope of Contract will be overseas delivery only. [ X] The Geographic Scope of Contract will be domestic delivery only. 2. YARDI SYSTEMS ORDERING ADDRESS AND PAYMENT INFORMATION ORDERING INFORMATION: a. For mailed orders, the postal mailing address where written orders will be received is as follows: YARDI SYSTEMS, INC. ATTN: Daniel Campbell, Vice President, Government Services 430 South Fairview Avenue Santa Barbara, CA 93117 b. For orders by facsimile transmission, the point of contact is: Daniel Campbell, Director of Military Housing Fax Number: (805) 699-2041 Yardi Systems, Inc. is required to accept the Government purchase card for payments equal to or less than the micro -purchase threshold for oral or written delivery orders. Government purchase cards will be acceptable for payment above the micro -purchase threshold. In 2 addition, bank account information for wire transfer payments will be shown on the invoice. The following telephone number(s) can be used by ordering agencies to obtain technical and/or ordering assistance: TECHNICAL AND/OR ORDERING ASSISTANCE: Daniel Campbell, Vice President, Government Services Telephone: 805.699.2040 x1430 3. LIABILITY FOR INJURY OR DAMAGE The Contractor shall not be liable for any injury to Government personnel or damage to Government property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor. 4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: Block 9: G. Order/Modification Under Federal Schedule Block 16: Data Universal Numbering System (DUNS) Number: 12-097-5172 Block 30: Type of Contractor — C. Large Business Block 31: Woman -Owned Small Business - No Block 36: Contractor's Taxpayer Identification Number (TIN): 77-0049051 4a. CAGE Code: 3H4X5 4b. CENTRAL CONTRACTOR REGISTRATION Yardi Systems, Inc. has registered with the Central Contractor Registration Database. 5. FOB Destination It is expected that all Information Technology Professional Services described herein will be performed either at a Yardi Systems, Inc. facility or at a government -designated facility. Place of performance shall be designated on the purchase order or in the Statement of Work. 6. DELIVERY SCHEDULE a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below: SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO) SIN 132-32 SIN 132-34 SIN 132-51 *10 business days Not Applicable As negotiated between contractor and ordering agency • *Delivery time for off -the -shelf software products. Customized software delivery will be determined between contractor and ordering agency based on agency requirements. • *Expedited delivery time for off -the -shelf software products is 2 business days for SIN 132-32. Customized software expedited delivery will be determined between contractor and ordering agency based on agency requirements. b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering agency, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract. 3 7. DISCOUNTS Prices shown are NET Prices; Basic Discounts have been deducted. a. Prompt Payment: 2%, Net 10 b.Quantity: See discount on licenses sold. c.Dollar Volume: Yardi Systems, Inc. reserves the right to offer discounts in those cases where the value of an order exceeds $500,000 for SINs 132-32, 132-34 and 132-51 or when business conditions warrant. d.Government Educational Institutions: Government Educational Institutions are offered the same discounts as all other Government customers. 8. TRADE AGREEMENT ACT OF 1979, AS AMENDED All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended. 9. STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING Not applicable for services offered under Special Item Numbers 132-32, 132-33, and 132-34. 10. SMALL REQUIREMENTS The minimum dollar value of orders to be issued is $100. 11. MAXIMUM ORDER THRESHOLD The Maximum Order value for the following SINs is: Special Item Number 132-32 Term Software Licenses $500,000 Special Item Number 132-34 Maintenance of Software $500,000 Special Item Number 132-51 Information Technology Professional Services $500,000 12. USE OF FEDERAL ACQUISITION SERVICE INFORMATION TECHNOLOGY SCHEDULE CONTRACTS In accordance with FAR 8.404: Special ordering procedures have been established for Special Item Numbers (SINs) 132-51 IT Professional Services; refer to the terms and conditions applicable to Information Technology (IT) Professional Services (SIN 132-51). Orders placed pursuant to a Multiple Award Schedule (MAS), using the procedures in FAR 8.404, are considered to be issued pursuant to full and open competition. Therefore, when placing orders under Federal Supply Schedules, ordering offices need not seek further competition, synopsize the requirement, make a separate determination of fair and reasonable pricing, or consider small business set -asides in accordance with subpart 19.5. GSA has already determined the prices of items under schedule contracts to be fair and reasonable. By placing an order against a schedule using the procedures outlined below, the ordering office has concluded that the order represents the best value and results in the lowest overall cost alternative (considering price, special features, administrative costs, etc.) to meet the Government's needs. a. Orders placed at or below the micro -purchase threshold. Ordering offices can place orders at or below the micro -purchase threshold with any Federal Supply Schedule Contractor. b. Orders exceeding the micro -purchase threshold but not exceeding the maximum order threshold. Orders should be placed with the Schedule Contractor that can provide the supply or service that represents the best value. Before placing an order, ordering offices should consider reasonably available information about the supply or service offered under MAS contracts by using the "GSA Advantage!" on-line shopping service, or by reviewing the catalogs/pricelists of at least three Schedule Contractors and selecting the delivery and other options available under the schedule that meets the agency's needs. In selecting the supply or service representing the best value, the ordering office may consider-- (1) Special features of the supply or service that are required in effective program performance and that are not provided by a comparable supply or service; (2) Trade-in considerations; (3) Probable life of the item selected as compared with that of a comparable item; (4) Warranty considerations; (5) Maintenance availability; 4 (6) Past performance; and (7) Environmental and energy efficiency considerations. c. Orders exceeding the maximum order threshold. Each schedule contract has an established maximum order threshold. This threshold represents the point where it is advantageous for the ordering office to seek a price reduction. In addition to following the procedures in paragraph b, above, and before placing an order that exceeds the maximum order threshold, ordering offices shall -- Review additional Schedule Contractors' (1) catalogs/pricelists or use the "GSA Advantage!" on-line shopping service; (2) Based upon the initial evaluation, generally seek price reductions from the Schedule Contractor(s) appearing to provide the best value (considering price and other factors); and (3) After price reductions have been sought, place the order with the Schedule Contractor that provides the best value and results in the lowest overall cost alternative. If further price reductions are not offered, an order may still be placed, if the ordering office determines that it is appropriate. NOTE: For orders exceeding the maximum order threshold, the Contractor may: (1) Offer a new lower price for this requirement (the Price Reductions clause is not applicable to orders placed over the maximum order in FAR 52.216-19 Order Limitations); (2) Offer the lowest price available under the contract; or (3) Decline the order (orders must be returned in accordance with FAR 52.216-19). d. Blanket purchase agreements (BPAs). The establishment of Federal Supply Schedule BPAs is permitted when following the ordering procedures in FAR 8.404. All schedule contracts contain BPA provisions. Ordering offices may use BPAs to establish accounts with Contractors to fill recurring requirements. BPAs should address the frequency of ordering and invoicing, discounts, and delivery locations and times. e. Price reductions. In addition to the circumstances outlined in paragraph c, above, there may be instances when ordering offices will find it advantageous to request a price reduction. For example, when the ordering office finds a schedule supply or service elsewhere at a lower price or when a BPA is being established to fill recurring requirements, requesting a price reduction could be advantageous. The potential volume of orders under these agreements, regardless of the size of the individual order, may offer the ordering office the opportunity to secure greater discounts. Schedule Contractors are not required to pass on to all schedule users a price reduction extended only to an individual agency for a specific order. f. Small business. For orders exceeding the micro -purchase threshold, ordering offices should give preference to the items of small business concerns when two or more items at the same delivered price will satisfy the requirement. g. Documentation. Orders should be documented, at a minimum, by identifying the Contractor the item was purchased from, the item purchased, and the amount paid. If an agency requirement in excess of the micro -purchase threshold is defined so as to require a particular brand name, product, or feature of a product peculiar to one manufacturer, thereby precluding consideration of a product manufactured by another company, the ordering office shall include an explanation in the file as to why the particular brand name, product, or feature is essential to satisfy the agency's needs. 13. FEDERAL INFORMATION TECHNOLOGY/ TELECOMMUNICATION STANDARDS REQUIREMENTS Federal departments and agencies acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering offices, shall be responded to promptly by the Contractor. 13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS) Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been 5 granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NISI), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650. 13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS) Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED -STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301) 975-2833. 14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2001) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. The Industrial Funding Fee does NOT apply to travel and per diem charges. (c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. (e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel. (f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor's participation in such order may be restricted in accordance with FAR Part 9.5. 6 (g) Documentation/Standards: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency's order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency's order. (I) Government -Furnished Property: As specified by the agency's order, the Government may provide property, equipment, materials or resources as necessary. (j) Availability of Funds: Many Government agencies' operating funds are appropriated for specific fiscal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government's obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. 15. CONTRACT ADMINISTRATION FOR ORDERING OFFICES Any ordering office, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (I) Termination for the Government's convenience, and (m) Termination for Cause (See C.1.) 16. GSA Advantage! GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to: (1) Manufacturer; (2) Manufacturer's Part Number; and (3) Product categories. Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.: NetScape). The Internet address is htto://www,fss,gsa.gov/. 17. PURCHASE OF OPEN MARKET ITEMS NOTE: Open Market Items are also known as incidental items, noncontract items, non- Schedule items, and items not on a Federal Supply Schedule contract. For administrative convenience, an ordering office contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if- (1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19)); (2) The ordering office -contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable; (3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and (4) All clauses applicable to items not on the Federal Supply Schedule are included in the order. 18. CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract: (1) Time of delivery/installation quotations for individual orders; 7 (2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract. (3) Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor. b. The above is not intended to encompass items not currently covered by the GSA Schedule contract. 19. OVERSEAS ACTIVITIES The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below: Upon request of the Contractor, the Government may provide the Contractor with logistics support, as available, in accordance with all applicable Government regulations. Such Government support will be provided on a reimbursable basis, and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract. 20. BLANKET PURCHASE AGREEMENTS (BPAs) Federal Acquisition Regulation (FAR) 13.303-1(a) defines Blanket Purchase Agreements (BPAs) as "...a simplified method of filling anticipated repetitive needs for supplies or services by establishing 'charge accounts' with qualified sources of supply." The use of Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accordance with FAR 13.303-2(c)(3), which reads, in part, as follows: "BPAs may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of he applicable schedule contract." Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and purchasing savings. This feature permits schedule users to set up "accounts" with Schedule Contractors to fill recurring requirements. These accounts establish a period for the BPA and generally address issues such as the frequency of ordering and invoicing, authorized callers, discounts, delivery locations and times. Agencies may qualify for the best quantity/volume discounts available under the contract, based on the potential volume of business that may be generated through such an agreement, regardless of the size of the individual orders. In addition, agencies may be able to secure a discount higher than that available in the contract based on the aggregate volume of business possible under a BPA. Finally, Contractors may be open to a progressive type of discounting where the discount would increase once the sales accumulated under the BPA reach certain prescribed levels. Use of a BPA may be particularly useful with the new Maximum Order feature. 21. CONTRACTOR TEAM ARRANGEMENTS Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Contractor's Reports of Sales and 552.238-76, Industrial Funding Fee, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract. 22. INSTALLATION, DEINSTALLATION, REINSTALLATION The Davis -Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis -Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public 8 work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis -Bacon Act applies. The requisitioning activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis - Bacon Act. The proper Davis -Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8. 23. SECTION 508 COMPLIANCE If applicable, Section 508 compliance information on the supplies and services in this contract are available in Electronic and Information Technology (EIT). Yardi Systems, Inc. is not a Section 508 compliant company at this time. The EIT standard can be found at: www.Section508.00v/. 24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLY SCHEDULES Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of a Federal Agency, shall follow the terms of the applicable schedule and authorization and include with each order - (a) A copy of the authorization from the Agency with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement: This order is placed under written authorization from dated . In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern. 25. INSURANCE —WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective— (1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. (c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request. 26. SOFTWARE INTEROPERABILITY. Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a Government agency -sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.clov. 27. ADVANCE PAYMENTS A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre -payment is not authorized or allowed under this contract. (31 U.S.C. 3324) 9 ABOUT YARDI SYSTEMS, INC. Our Company Mr. Anant Yardi founded Yardi Systems, Inc. in 1982 to provide PC -based solutions for the real estate industry. The company has grown dramatically over the last three decades to become a leading provider of high-performance, mobile, and Web -based real estate technology. Today we employ over 3,600 dedicated professionals in 35 offices throughout North America, Europe, the Middle East, Asia, and Australia. Our headquarters are located in Santa Barbara, California. After working for nearly a decade with federal, state, and local governments, Yardi created the Government Services Group (GSG), based in Santa Barbara, to focus exclusively on the needs of governments worldwide. With a strong client base, Government Services Group is poised to provide leading -edge technology and services across a number of governmental disciplines. Throughout its history, Yardi has consistently introduced solutions that use the newest technologies. In recent years, we have developed and released a suite of portal solutions and mobile applications, streamlined our SaaS hosting platform, and added browser - independent capabilities to our flagship Yardi Voyager suite. We adapt quickly to the changing market using our specialized experience and our clients' input collected through regular focus groups and client conferences. Our Philosophy Key to our longevity and stature in the industry is the importance Yardi places on relationships - both outside and inside the company. This means listening to our clients and employees and actively seeking their feedback in designing, developing, and supporting our products. We view every client affiliation as a long-term relationship, one in which our goal is to ensure the ongoing satisfaction and goodwill of our clients by providing them with unparalleled products and service. We regard our employees as our most valuable asset. Without the commitment, enthusiasm, and expertise of our employees, Yardi would not be the industry leader it is today. With this in mind, Yardi has created an environment for its employees that empowers, encourages, and challenges them to work to their highest potential so that we can provide our clients with the superior products and service they deserve and expect from us. Our Regard for Community Yardi considers itself an integral part of the communities in which it operates and, by extension, the larger global community. As such, we believe it is vitally important to contribute to the health and well-being of those communities, whether by volunteering time and energy to worthwhile causes or financially supporting humanitarian goals. 10 TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32), PERPETUAL SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software. 2. GUARANTEE/WARRANTY a. Unless specified otherwise in this contract, the Contractor's standard commercial guarantee/warranty as stated in the Yardi Systems' commercial software license and service agreement will apply to this contract. Limited Warranty from Yardi Software License and Service Agreement During the term of the Agreement, Licensor (Yardi Systems, Inc.) warrants that the License Program will perform as specified in the Licensed Program Documentation (user manuals) regarding the Licensed Programs agreed to with ordering agency. At any time during the first ninety (90) days after the effective date of the agreement, Client may elect to return the Licensed Programs and cancel this Agreement, in which event, Licensor will refund to Client all amounts paid by Client to Licensor pursuant to this Agreement less reasonable costs for initial set-up, implementation, training and support of the Licensed Programs. b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. 3. TECHNICAL SERVICES Yardi, without additional charge to the ordering activity, shall provide a hot line technical support number given to the ordering agency at time of purchase for the purpose of providing user set-up assistance and guidance in the implementation of the software. The technical support number 800- 947-2233 is available between 6:00A.M. and 4:00P.M. (Pacific Time) Monday through Friday (excluding holidays). 4. SOFTWARE MAINTENANCE a. Software maintenance as it is defined: (select software maintenance type) : 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that are included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help 11 libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web -based general technical support for user's self diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. X 2. Software Maintenance as a Service (SIN 132-34) Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person -to - person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. Maintenance Support ' Yardi Systems, Inc. shall provide technical support and maintenance for the Licensed Programs through its account managers and technical staff to Client's assigned point of contact for day to day operational inquiries by Client through telephone, fax or e-mail contacts. Product support does not include on -site installation, implementation, training, or testing of the Licensed Programs, nor does it include any data conversion. Support service will use commercially reasonable efforts to address and solve Client's issues but cannot guarantee satisfaction in every case. Software Upgrades Yardi Systems, Inc. shall provide to Client, and Client shall install, current versions of the Licensed Programs, which may include corrections, enhancement, and improvements. Yardi Systems shall not be required to provide support services or old versions of the Licensed Programs. 5. PERIODS OF TERM LICENSES (132-32) AND MAINTENANCE (132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor. c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period. d. Cross -Year Funding Within Contract Period. Where an ordering activity's specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. 12 e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. 6. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE (Not Applicable) a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (10) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement. b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity. c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period that the software was under a term license within the ordering activity. 7. TERM LICENSE CESSATION (Not Applicable) a. After a software product has been on a continuous term license for a period of months, a fully paid -up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid -up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid -up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual License accrual shall be forfeited. b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number 132-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor. 8. UTILIZATION LIMITATIONS - (132-32, 132-33, AND 132-34) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified. (2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's 13 permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 9. SOFTWARE CONVERSIONS - (132-32 AND 132-33) Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system , or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version. 10. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY See description of Yardi Systems Software Products offered to the government below. 11. RIGHT -TO -COPY PRICING Yardi Systems, Inc. allows Client to make copies of the Licensed Programs and documentation needed for backup or archival purposes, provided, however, that no more copies will be in existence at one time, other than those needed for daily operation and archival purposes, without the prior written consent of Yardi Systems, Inc. Client further agrees that any copies of the Licensed Programs remain the property of Yardi Systems, Inc. Terms and conditions are further defined in Yardi's Software License and Service Agreements. 14 PRICING SIN 132-32 Term Software Licenses Yards Voyager TMPUBLIC HOUSING - Property Management ent and Comp!lance ,Software designed for management of pubik housing properties A highly effective tool for managing a full range of subsidized housing, from conventional Public Housing to Housing Choice Vouchers and other special subsidized programs. Yardi Public Housing Authority modules offer the only one -stop solution for all types of low-income and affordable housing program management, including Project Based Tenant Assistance and Low Income Tax a Credit Compliance. In addition, this program offers full financial transaction processing including p y es, purchasing, AR and cash collections. Regardless of the complexity of your portfolio, Yardi's integrated solution facilitates operations and reduces time and resource requirements by providing a single database with a user-friendly interface including drill -down to a powerful general ledger at the core. PRODUCT/MODULE UNIT BASED PROGRAM Voyager Property Management (includes iWait) Yards # GSA1053 Cloud -Host (ANNUAL LICENSE FEE) $16.72/units ADD -ON MODULES Voyager Affordable (includes Tax Credit and iWait) Voyager Construction (including Grant Management) Voyager Budget and Forecast GSA1031 GSA1040 GSA1035 $3.67/unit Included $3.67/unit Voyager Inspections Mobile Inspections (PHA) GSA1049 GSA1050 Included $1.67/unit ADDITIONAL FEES Additional DUs Start-up Fees GSA2541 GSA1077 S418.14/DU $250.88/DU Notes: 1. Pricing for Property Management module applies to total number of units within a building. Minimum of 1,000 units required. 2. Designated Users (DU)= Total licensed users or operators to use system. Included is 1 DU per 100 units. 3. All pricing includes the .75% Industrial Funding Fee. 15 Yardi Voyager TM MILITARY HOUSING - Property Management Software designed for management of government owned and leased military housing properties Yardi's highly regarded commercial property management software is now customized for managing government owned and leased military housing. Manage occupancy across installations, and view data by several key military attributes, such as service branch, facility pay grade category, service member pay grade, and BAH rate. Service member demographics, such as family members, rank, and disability are all provided, and additional user -defined data fields can be added with little effort. In addition to standard leasing functionality, Yardi also provides functionality for Maintenance and Inspections to manage facilities. A robust military reporting package is included, and user query tools are also available. Military -specific interfaces are available to DFAS, Yardi Wait List, MAC, and DEERS. As with all Yardi modules, this application is web -based. PRODUCT/MODULE Y Yardi # Cloud -Host (ANNUAL LICENSE FEE) UNIT -BASED PROGRAMS Voyager Property Management (Family Housing) GSA1061 $22.06/units Voyager Property Management (Unaccompanied Housing) GSA8237 $22.06/units ADD -ON MODULES Military Waitlist Interface GSA1062 $3.67/unit Military Cafe GSA8270 s7.35/unit Fixed Assets GSA2145 s3.67/unit Inventory Control GSA2146 s7.35/unit ADDITIONAL FEES Start -Up Fees GSA1077 s220.65/DU2 Notes: 1. Pricing for Property Management module applies to total number of units within a building. Minimum of 1,000 units required. 2. Designated Users (DU)= Total licensed users or operators to use system, Included is 1 DU per 100 units. 3. All pricing includes the .75%o Industrial Funding Fee. 16 Yardi Voyager TM COMMERCIAL REAL ESTATE - Property Management and Investment Software designed for management of commercial real estate properties A highly effective tool for managing the full range of commercial real estate assets, from office to warehouse and retail properties. In addition, this program offers full financial transaction processing including payables, purchasing, AR and cash collections. Regardless of the complexity of your portfolio, Yardi's integrated solution facilitates operations and reduces time and resource requirements by providing a single database with user-friendly interface including drill -down to a powerful general ledger at the core. PRODUCT/MODULE Y Yardi # Cloud -Host (ANNUAL LICENSE FEE) DESIGNATED USER BASED PROGRAM Voyager Commercial Property Management GSA2204 $2327.46/unit2 ADD -ON MODULES CheckScan Self Serve(requires online payments) GSA2954 $0.388/trans Online Payments (Requires CommercialCAFE). GSA2956 $0.388/trans P2Pplus Self Service GSA8156 $0.776/trans P2Pplus Full Service GSA8157 $1.74/trans3 Construction GSA1040 $775.82/DU Inventory Control GSA2146 $775.82/DU Fixed Assets GSA2145 $775.82/DU Limited Use Maintenance Users GSA2143 $387.91/DU CommercialCAFE GSA2249 $775.82/property Executive Dashboard GSA1048 $7,758.19/5 DU's Investment Management GSA2326 $5440.81/DU Advanced Accounting GSA2624 $19,295.46/5 DU's Advanced Budgeting ' GSA2168 $1,158.69/DU3 $23,173.80/region4 $5,818.64/1 million square ft Added Regions GSA2332 Orion Document Management (Commercial) GSA8135 ADDITIONAL FEES Start-up Fees GSA1077 $232.75/DU Notes: 1. Pricing for commercial management modules applies to total number of Designated Users (DUs) accessing the system. Minimum of 10 users required for Annual Fee pricing. 2. Designated Users (DU)= Total licensed users or operators to use system. 3. Minimums apply. 4. Regions available are 1) UK/Europe 2) North America 3) Australia 4) Asia 5) South America. 5. All pricing includes the .75% Industrial Funding Fee. 17 PRICING SIN 132-34 Maintenance of Software as a Service Product Support Services: Yardi shall provide technical support and maintenance for the Licensed Programs through its account managers and technical staff to Client's designated contact for day to day operational inquiries by Client through telephone or e-mail contacts. Every client has access to Yardi's dedicated support site, Yardi Client Central. There you will find the latest training videos, documentation, release notes, and technical tips 24 hours a day. Product support does not include on -site installation, implementation, training, or testing of the Licensed Programs, nor does it include any data conversion. These services, if ordered, are specified as Additional Services specified herein below. Total Hours Included: The total amount of support time included in the fees in this Agreement will be calculated at the rate specified in the pricelists. Any annual periods covered by an Agreement shall begin on the Effective Date of the Agreement and shall not include unused support time from prior years. If additional hours of technical support are needed by the Client during each annual period, additional hours may be purchased at the rates specified for Additional Services herein below. Yardi Voyager TM ITEM ANNUAL LICENSE Annual Support & Upgrades Includes .1% on annual software amounts ADDITIONAL SERVICES RATE Implementation, Training, Development/Needs Analysis, Data Conversion Services, Custom Programming/Report Writing $189.41/hour (plus expenses). Phone Support $113.64/hour Notes: 1. Number of annual support hours is based on .1% of the total software costs included in the contract. 2. Annual support & upgrades include license fees, updates/upgrades, designated users and computer hours of software phone support. All calls into phone support will be billable, unless related to a software error or for the purpose of providing user set-up assistance and guidance in the implementation of the software. 3. All pricing includes the .75% Industrial Funding Fee. 18 ADDITIONAL SERVICES IMPLEMENTATION Client shall provide, at the location designated the computer equipment on which the Licensed Programs are to be installed. Client agrees that such computer equipment shall be installed and fully operationsl before beginning installation of the Licensed Programs and that this functionality is the responsibility of the Client. The Licensed Programs shall be installed only at the location specified in the Specific Terms. Client shall grant Yardi accesss to the site and computer equipment as determined and for the period of time required for implementation and/or training and shall give Yardi priority use of such equipment during those periods. Database and network administration will be the responsibility of the client. TRAINING Yardi is committed to meeting each client organization's training needs. We offer a wide variety of cost-effective learning resources, from self-service video tutorials and webinar sessions to follow-up training at client offices and at Yardi user conferences. Hands-on, uninterrupted training for users and IT staff is available to better understand our programs or to help smoothly handle the transition to our product. Onsite training is available or classroom training is held in Santa Barbara, CA, Dallas, TX and Raleigh -Durham, NC. DEVELOPMENT/NEEDS ANALYSIS Yardi formulates/defines system scope and objectives for assigned projects by devising or modifing procedures to solve complex problems considering computer equipment capacity and limitation, operating time and form of desired results. Yardi can prepare detailed specifications from which programs will be written and could be responsible for program design, coding, testing, debugging and documentation. Yardi has full technical knowledge of all phases of applications systems analysis and programming. May be responsible for quality assurance review. Yardi assists clients in selecting the most appropriate equipment and platform for their needs. We tailor an implementation plan to our client's schedule. We help clients establish and meet internal goals to ensure that Yardi's software installation is smooth, efficient, and timely. DATA CONVERSION SERVICES Part of a successful implementation is the proper transfer of data from an old system to a new Yardi system. Yardi's data conversion services help clients streamline the automatic conversion of key data. Yardi provides technical analysis, design and development support for data conversion/electronic data exchange information systems. We utilize national and international protocols and standards to develop electronic data communications capabilities. Yardi also defines and develops supporting technical and operational documentation as well as supporting database systems. Electronic data conversion is available on a pre -scheduled basis. Client will be billed for electronic conversion services, if ordered at the hourly rate specified. Data preparation and post conversion `clean-up' is inherent in any data conversion. Additional costs associated with client's conversion are billable against support hours. Unless otherwise agreed, client shall be solely responsible for data conversion, data entry and verification of data. CUSTOM PROGRAMMING/REPORT WRITING Yardi analyses functional business applications and design specifications for functional activities by developing block diagrams and logic flow charts and then translating the detailed design to the programmer. Yardi maintains current release levels on all related software. We modify existing operating systems software as well as create special purpose software or operating system routines to ensure the efficiency and integrity of the operating systems and applications software. 19 APPLICATION/PHONE SUPPORT At a mutually agreed time, we transfer application support from the implementation project manager to an account manager. Organized in market- and region -specific teams, Yardi account managers work with a single point of contact in the client's organization to deliver an invaluable first -line support. Our standard support plan includes a block of support hours via a toll -free hotline or email from 8 am to 5 pm local time Monday through Friday. Off - hour or extended support can be arranged as needed, although the standard plan addresses most of our clients' needs. HOSTING CONNECTIVITY SUPPORT Yardi clients receive 24/7/365 connectivity support from our dedicated Yardi Cloud Services team. 20 TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51) AND ELECTRONIC COMMERCE (EC) SERVICES (SPECIAL ITEM NUMBER 132-52) 1. SCOPE a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor's facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 2. PERFORMANCE INCENTIVES a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract in accordance with this clause. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity's mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. 3. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-1.9 (Deviation — May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. Alt task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 4. PERFORMANCE OF SERVICES a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity. c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT/EC Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 5. STOP -WORK ORDER (FAR 52.242-15) (AUG 1989) (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop -work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work 21 stoppage. Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either- (1) Cancel the stop -work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop -work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- (1) The stop -work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. (c) If a stop -work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop -work order in arriving at the termination settlement. (d) If a stop -work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop -work order. 6. INSPECTION OF SERVICES The Inspection of Services -Fixed Price (AUG 1996) (Deviation - May 2003) clause at FAR 52.246-4 applies to firm -fixed price orders placed under this contract. The Inspection -Time -and -Materials and Labor -Hour (JAN 1986) (Deviation - May 2003) clause at FAR 52.246-6 applies to time -and -materials and labor -hour orders placed under this contract. 7. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Deviation - May 2003) Rights in Data - General, may apply. 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Services. 9. INDEPENDENT CONTRACTOR All IT Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity. 10. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. "Contractor" means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract. "Contractor and its affiliates" and "Contractor or its affiliates" refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. 22 An "Organizational conflict of interest" exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor's or its affiliates' objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508. 11. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices for IT services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 12. PAYMENTS For firm -fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time -and -materials orders, the Payments under Time -and -Materials and Labor -Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II - Feb 2002) (Deviation - May 2003) applies to time -and -materials orders placed under this contract. For labor -hour orders, the Payment under Time -and -Materials and Labor -Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II - Feb 2002) (Deviation - May 2003)) applies to labor -hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements —Commercial Item Acquisition As prescribed in 16.601(e)(3), insert the following provision: (a) The Government contemplates award of a Time -and -Materials or Labor -Hour type of contract resulting from this solicitation. (b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by— (1) The offeror; (2) Subcontractors; and/or (3) Divisions, subsidiaries, or affiliates of the offeror under a common control. 13. RESUMES Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 14. INCIDENTAL SUPPORT COSTS Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR. 15. APPROVAL OF SUBCONTRACTS The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order. 23 16. DESCRIPTION OF IT SERVICES AND PRICING IT Services, Training & Consulting For every real estate market, Yardi has the industry -leading asset and property management solution. Whether your portfolio is commercial, residential, or mixed —no matter where your properties are located, Yardi offers you superior tools to centralize and manage every aspect of your business with unparalleled efficiency and ease. Client Services Our comprehensive client support program offers a wide variety of services, including professional services, system implementation, training, technical support, custom programming, application hosting, and more services key to maximizing your success. Yardi Hosting Services With Yardi's Application Service Provider (ASP) Hosting Service, your real estate enterprise benefits from the power and performance of our state-of-the-art Voyager suite of products, while relying on Yardi to provide and maintain the IT infrastructure, support services, staff and security necessary to keep your system operating at peak efficiency. Client Central As a Yardi client, have access to interactive case management, knowledge base, online implementation tools and training, product documentation and release notes, Yardi User Forum, general news items, and technical tips 24 hours a day. Professional Services Group Our Professional Services Group can assist you with implementation services, project management, needs analysis, data conversion, customization and tailored training to ensure that you gain maximum value from your Yardi software. Training Services Yardi Systems is committed to meeting the training needs of your business and offers a wide variety of cost-effective learning resources to suit the individual learning needs of your employees. We offer both on -site and online training, classroom training, tailored training manuals, user conferences, and more. Consultants In addition to our own in-house Professional Services Group, Yardi works with many independent consultants all over the world who can also assist you with implementation and a variety of other services for your Yardi software. 24 PRICING SIN 132-51 IT Professional Services Labor Category Price Project Manager $210.82 Consultant III $187.40 Consultant II $168.66 Consultant I $140,55 Tech Support Rep $112.44 Senior Developer $234.24 Developer $187.40 Programmer/Report Writer $187.40 Systems Trainer $187.40 Software Analyst $187.40 25 LABOR CATEGORY DESCRIPTIONS SIN 132-51 IT Professional Services Project Manager Minimum/General Experience: B.S. or B.A. Degree with minimum of 10 years experience in IT business consulting and/or technical related environments. Functional Responsibility: Senior executive responsible for supervision of IT software development, integration, maintenance projects, and/or telecommunications systems. Must be capable of leading projects that involve the successful management of teams composed of data processing and other information management professionals who have been involved in analysis, design, integration, testing, documenting, converting, extending, and implementing automated information and/or telecommunications systems. Performs day-to-day management of overall contract support operations, possibly involving multiple projects and groups of personnel at multiple locations. Organizes, directs, and coordinates the planning and production of all contract support activities. Demonstrates written and oral communication skills. Establishes and alters (as necessary) corporate management structure to direct effective contract support activities. Conducts and or participates in project staff meetings and client meetings to resolve issues staff, tools and methods. Consultant III Minimum/General Experience: B.S. or B.A. Degree with minimum of 10 years experience in IT business consulting and/or technical related environments. Functional Responsibility: Senior consultant responsible for oversight and automation of complex IT business practices within the time frame specified by the customer and that all of the requirements are met. Must be able to assess products and procedures for compliance with government standards, accounting principles, and multitiered system application standards. Must be able to grasp interrelationships between financial management requirements and automation solutions, considering the current system environment and the potential integration of added systems concurrently or later. Prepares milestone status reports and presentations for colleagues, subordinates, and end user representatives. Coordinates all aspects of complex financial application automation, requesting guidance only in extremely difficult situations. Completes objectives Independently within the negotiated budget. Directs the activities of more junior consultants or other staff as necessary on activities related to the application of analytical techniques and methodologies. Demonstrated managerial and supervisory skills. Consultant II Minimum/General Experience: B.S. or B.A. Degree with minimum of 8 years experience in IT business consulting and/or technical related environments. Functional Responsibility: 26 Possesses expert -level knowledge and experience applying analytic methodologies and principles to address client needs. Must be able to clearly define government financial business practices for integration into the government financial business system. Identifies potential problems and solutions through analysis identifying recommended solutions. Must be able to work with functional specialists, automation specialists, contractors, vendors, and customers to effectively automate the customer's requirements into an automated application. Acts as a focal point for coordinating all disciplines in the recommended solution. Must be able to apply state-of-the-art applications that will effectively automate financial/real estate applications in the most effective manner while adhering to the established accounting principles and practices. Works closely with Senior Consultant. Directs the activities of junior staff as necessary. Consultant I Minimum/General Experience: B.S. or B.A. Degree with minimum of 6 years experience in IT business consulting and/or technical related environments. Functional Responsibility: Under general supervision, assists in determining the feasibility of automating government financial business practices. Must be able to define governmental financial business practices and electronic commerce and electronic data interchange (EC/EDI) opportunities and to incorporate the defined processes into an automated solution that includes relational databases and distributed systems. Supports consulting functions including data collection, interviewing, data modeling, project testing, and creation of performance measurements to support project objectives. Must be able to communicate with both IT- and end user individuals. Applies sound accounting and data processing principles while developing automated processes to fit an existing financial/real estate application. Tech Support Rep Minimum/General Experience: Associates Degree with minimum of 3 years of experience providing technical help phone/desk support. Knowledge of accounting or property management preferred. Have a knowledge and understanding of applicable technical concepts and practices. An Associate's Degree or a related Technical Certificate from a Technical School or recognized Vocational Program or two years additional experience in lieu of education. Functional Responsibility: Provide phone technical and operational support to clients using Yardi software. Serve as the point of contact for troubleshooting hardware, software, workstation, network and peripheral problems. Develop and maintain status reports and records. Sr. Developer Minimum/General Experience: B.A. or B.S. with minimum of 5 years experience as a software developer. Knowledge and understanding of applicable technical concepts and practices is required. In lieu of education an additional four years experience is required. Functional Responsibility: Formulates/defines system scope and objectives for assigned projects. Devises or modifies procedures to solve complex problems considering computer equipment capacity and 27 limitation, operating time and form of desired results. Prepares detailed specifications form which programs will be written. May be responsible for program design, coding, testing, debugging and documentation. Has full technical knowledge of all phases of applications systems analysis and programming. May be responsible for quality assurance review. Developer Minimum/General Experience: B.A. or B.S. with minimum of 3 years experience as a software developer. Knowledge and understanding of applicable technical concepts and practices is required. In lieu of education an additional three years experience is required. Functional Responsibility: Analyses functional business applications and design specification for functional activities. Develops block diagrams and logic flow charts. Translates detailed design to programmer. Maintains current release levels on all related software. Maintain backups of all related software. Define and maintain recovery documentation and procedures for all related software. Modify existing software as well as create special purpose software or operating system routines. Ensure the efficiency and integrity of the systems and applications software. Programmer/Report Writer Minimum/General Experience: B.A. or B.S. with minimum of 5 years experience as a software programmer. A knowledge and understanding of applicable technical concepts and practices is required. In lieu of education an additional two years experience is required. Functional Responsibility: Analyses functional business applications and design specification for functional activities. Develops block diagrams and logic flow charts. Translates detailed design to programmer. Maintains current release levels on all related software. Maintain backups of all related software. Define and maintain recovery documentation and procedures for all related software. Modify existing operating systems software as well as create special purpose software or operating system routines. Ensure the efficiency and integrity of the operating systems and applications software. Systems Trainer Minimum/General Experience B.A. or B.S. with minimum of 5 years experience providing training and implementing accounting or property management software. A Bachelor's Degree is required. In lieu of education an additional five years experience is required. Functional Responsibility: Responsible for all activity associated with training and implementation of the Yardi software. May oversee contract fulfillment and service levels of an outstanding training function. Consults with Yardi and client personnel to coordinate activities. Prepares activity and progress reports. 28 Software Analyst Minimum/General Experience: B.A. or B.S. with minimum of 5 years experience providing electronic data conversion/electronic data exchange information systems and associated systems development and operational support. Have a knowledge and understanding of applicable technical concepts and practices. In lieu of education an additional five years of education is required. Functional Responsibility: Provide technical analysis, design and development support for data conversion/electronic data exchange information systems. Utilizes national and international protocols and standards to develop electronic data communications capabilities. Define and develop supporting technical and operational documentation as well as supporting database systems. 29 USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS PREAMBLE Yardi Systems, Inc. provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women -owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor -protege programs, joint ventures, teaming arrangements, and subcontracting. COMMITMENT To actively seek and partner with small businesses. To identify, qualify, mentor and develop small, small disadvantaged and women -owned small businesses by purchasing from these businesses whenever practical. To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns. To undertake significant efforts to determine the potential of small, small disadvantaged and to supply products and services to our company. women -owned small business p y mp To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women -owned small businesses. To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner. To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities. We signify our commitment to work in partnership with small, small disadvantaged and women -owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact ATTN: Alex Schindelbeck, Corporate Counsel, Legal 430 South Fairview Avenue Santa Barbara, CA 93117 Telephone : 800.866.1.124 x1049 Fax Number: (805) 699-2044 30 BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL SUPPLY SCHEDULE Yardi Systems, Inc. In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6. This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less. Signatures Ordering Activity Date Contractor Date 31 BPA NUMBER (CUSTOMER NAME) BLANKET PURCHASE AGREEMENT Pursuant to GSA Federal Supply Schedule Contract Number(s) , Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity): (1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below: MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE (2) Delivery: DESTINATION DELIVERY SCHEDULES / DATES (3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be (4) This BPA does not obligate any funds. (5) This BPA expires on or at the end of the contract period, whichever is earlier. (6) The following office(s) is hereby authorized to place orders under this BPA: OFFICE POINT OF CONTACT (7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper. (8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; (b) Contract Number; (c) BPA Number; (d) Model Number or National Stock Number (NSN); (e) Purchase Order Number; (f) Date of Purchase; 32 (g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and (h) Date of Shipment. (9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence. ****************************************************************** ************************* 33 BASIC GUIDELINES FOR USING"CONTRACTOR TEAM ARRANGEMENTS" Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6) to provide solutions when responding to a ordering activity requirements. These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts. Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract. Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors. Customers should refer to FAR 9.6 for specific details on Team Arrangements. Here is a general outline on how it works: The customer identifies their requirements. Federal Supply Schedule Contractors may individually meet the customers needs, or - Federal Supply Schedule Contractors may individually submit a Schedules "Team Solution" to meet the customer's requirement. • Customers make a best value selection. 34