Vermont State’s Attorneys and Sheriffs Case Management System

1 Department of Buildings and General Services Agency of Administration Office of Purchasing & Contracting 133 State Street, 5th Floor | Montpelier VT 05633-8000 802-828-2211 phone |802-828-2222 fax http://bgs.vermont.gov/purchasing SEALED BID REQUEST FOR PROPOSAL Vermont State’s Attorneys and Sheriffs Case Management System ISSUE DATE January 3, 2023 BIDDERS CONFERENCE January 11, 2023– 1:00 PM (EST) QUESTIONS DUE January 25, 2023 – 4:30 PM (EST) RFP RESPONSES DUE BY February 10, 2023 – 4:30 PM (EST) PLEASE BE ADVISED THAT ALL NOTIFICATIONS, RELEASES, AND ADDENDUMS ASSOCIATED WITH THIS RFP WILL BE POSTED AT: http://www.bgs.state.vt.us/pca/bids/bids.php THE STATE WILL MAKE NO ATTEMPT TO CONTACT INTERESTED PARTIES WITH UPDATED INFORMATION. IT IS THE RESPONSIBILITY OF EACH BIDDER TO PERIODICALLY CHECK THE ABOVE

WEBPAGE FOR ANY AND ALL NOTIFICATIONS, RELEASES, AND ADDENDUMS ASSOCIATED WITH THIS RFP. STATE CONTACT: Stephen Fazekas TELEPHONE: (802) 279-7075 EMAIL: stephen.fazekas@vermont.gov FAX: (802) 828-2222 http://bgs.vermont.gov/purchasing http://www.bgs.state.vt.us/pca/bids/bids.php mailto:stephen.fazekas@vermont.gov Revised July 28, 2022 Page 2 of 43 1. OVERVIEW: 1.1. SCOPE AND BACKGROUND: Through this Request for Proposal (RFP) the Department of State’s Attorneys and Sheriffs (SAS) (also hereinafter the “State”) is seeking to establish contracts with one or more companies that can provide software as a service web-based cloud-hosted case management system (CMS). 1.1.1. Our Mission Statement The over-arching duty of SAS remains the assurance that all Vermonters have equal protection under the law. SAS is obligated to provide effective prosecution with diligence, promptness, and a commitment to upholding the law. 1.1.2. Locations There are fourteen State’s Attorney’s offices throughout the state, one in each county. In addition, the Executive Director’s Office is located in the state capitol, Montpelier. 1.1.3. Additional Staffing The Executive Director’s Office handles administration, human resources, IT, Appellate and TSRP attorneys. 1.1.4. Existing CMS Currently, SAS’s CMS is JustWare (Journal Technologies Inc. – JTI). SAS began project work on JustWare in 2013. The technology used to implement JustWare is now considered relatively dated, although it is based on .NET framework, a SQL database backend, and SQL Server Reporting Services reporting functionality. JustWare is considered a customizable/configurable CMS. Hosting and support through Journal Technologies has been unavailable since July 2021. 1.2. CONTRACT PERIOD: Any Contract(s) arising from this RFP will be for the period of implementation services, an initial period of five years of maintenance and operations, with five additional optional annual renewals for maintenance and operations, for a total of ten years of maintenance and operations. The State anticipates the start date for the contract will be May 1, 2023. 1.3. SINGLE POINT OF CONTACT: All communications concerning this RFP are to be addressed in writing to the State Contact listed on the front page of this RFP. Actual or attempted contact with any other individual from the State concerning this RFP is strictly prohibited and may result in disqualification. 1.4. BIDDERS’ CONFERENCE: A non-mandatory bidders’ conference will be held remotely at the date and time indicated on the front page of this RFP. 1.4.1. If there is a remote bidders’ conference, and call-in information is not provided on the front page of the RFP, all potential bidders may send an email to the State Contact with Bidder’s firm and contact info and shall then be provided call-in details. 1.5. QUESTION AND ANSWER PERIOD: Any bidder requiring clarification of any section of this RFP or wishing to comment on any requirement of the RFP must submit specific questions in writing no later than the deadline for question indicated on the first page of this RFP. Questions may be emailed to the point of contact on the front page of this RFP. Questions or comments not raised in writing on or before the last day of the question period are thereafter waived. At the close of the question period a copy of all questions or comments and the State's responses will be posted on the State’s web site http://www.bgs.state.vt.us/pca/bids/bids.php . Every effort will be made to post this information as soon as possible after the question period ends, contingent on the number and complexity of the questions. 1.6. CHANGES TO THIS RFP: Any modifications to this RFP will be made in writing by the State through the issuance of an Addendum to this RFP and posted online at http://www.bgs.state.vt.us/pca/bids/bids.php . Modifications from any other source are not to be considered. 1.7. SOURCE OF FUNDS: Socioeconomic affirmative steps under 2 C.F.R. § 200.321 If using applicable federal funds Socioeconomic affirmative steps under 2 C.F.R. § 200.321 affirmative steps must include at least the following six steps: http://www.bgs.state.vt.us/pca/bids/bids.php http://www.bgs.state.vt.us/pca/bids/bids.php Revised July 28, 2022 Page 3 of 43 1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and 6. Requiring the prime/general contractor, if subcontracts are to be let, to take the same affirmative steps as listed in numbers 1 through 5. If a bidder requires assistance in preparing their proposal or needs guidance on socioeconomic certifications, the bidder may contact the Procurement Technical Assistance Center (PTAC). PTAC specializes in helping small businesses navigate the documentation associated with State and Federal procurement. Their website is: https://accd.vermont.gov/economic-development/programs/ptac 2. DETAILED REQUIREMENTS/DESIRED OUTCOMES: 2.1. Background: The SAS provides the following information as context for the size and dimension of existing CMS platforms used. SAS expects that a vendor’s Solution will perform differently from SAS’s existing platforms, so these statistics are provided as reference points only for considerations of complexity and potential pricing. Vendors will not respond specifically to information in this section, but rather to detailed requirements contained in the Bidder’s Response Form. 2.1.1. Current System, Users, and Records Volume: SAS currently uses JustWare for case management and document management. There are currently 147 users. The total volume of CMS stored case- related files is approximately 2 TB. The documents that are stored now are mostly case-generated and/or case-related Word and PDF files. Other files such as video and audio files are stored on a local file server in each office. SAS prefers to store all case-related files either in the CMS or a connected Office 365 document management Solution, dependent on cost. An additional 37 TB of files exist on local servers. SAS expects that most cases will be migrated to the new CMS. 2.1.2. Logical Architecture: The SAS is providing a diagram of its logical architecture as an Attachment to this RFP. 2.2. The State of Vermont seeks to achieve the following Business Value(s): 2.2.1. Customer Service Improvement: Clients will be better served with a system that is readily configurable, secure, and includes the appropriate native interfaces to the Judiciary/Courts CMS. 2.2.2. Risk Reduction: The current SAS criminal CMS has been unsupported as of June 30, 2021, including security patches. JTI is not supporting the system. SAS has secured a short-term agreement with another vendor for basic support while SAS and the Vermont Agency of Digital Services (ADS) evaluate the best whole-system option for a criminal CMS. 2.2.3. Compliance: The current version is unsupported, and the security of the application and supporting operating system will degrade. A new CMS will allow the SAS to maintain compliance with existing and new State and Federal standards and requirements. 2.3. Functional and Non-Functional Requirements: 2.3.1. The State’s Functional and Non-Functional Requirements are provided in the attached State of Vermont Bidder Response Form. 2.3.2. The Non-Functional Requirements include requirements for the following: https://accd.vermont.gov/economic-development/programs/ptac Revised July 28, 2022 Page 4 of 43 2.3.2.1. Hosting 2.3.2.2. Application Solution 2.3.2.3. Security 2.3.2.4. Other Non-Functional Requirements contained in Bidder Response Form Section 4.4 2.3.2.5. Data Compliance: Solutions must adhere to applicable State and Federal standards, policies, and laws. The Bidder Response Form includes a table of data types and their applicable State and Federal standards, policies, and laws. The boxes in the table that are checked are the ones that are applicable to this procurement. 3. GENERAL REQUIREMENTS: 3.1. PRICING: Bidders must price the terms of this solicitation at their best pricing. Any and all costs that Bidder wishes the State to consider must be submitted for consideration. If applicable, all equipment pricing is to include F.O.B. delivery to the ordering facility. No request for extra delivery cost will be honored. All equipment shall be delivered assembled, serviced, and ready for immediate use, unless otherwise requested by the State. 3.1.1. Prices and/or rates shall remain firm for the initial term of the contract. The pricing policy submitted by Bidder must (i) be clearly structured, accountable, and auditable and (ii) cover the full spectrum of materials and/or services required. 3.1.2. Cooperative Agreements: Bidders that have been awarded similar contracts through a competitive bidding process with another state and/or cooperative are welcome to submit the pricing in response to this solicitation. 3.1.3. Retainage: In the discretion of the State, a contract resulting from this RFP will provide that the State withhold 10% of the total amount payable for some or all deliverables, such retainage to be payable upon satisfactory completion and State acceptance in accordance with the terms and conditions of the contract. 3.2. STATEMENT OF RIGHTS: The State shall have the authority to evaluate Responses and select the Bidder(s) as may be determined to be in the best interest of the State and consistent with the goals and performance requirements outlined in this RFP. The State of Vermont reserves the right to obtain clarification or additional information necessary to properly evaluate a proposal. Failure of bidder to respond to a request for additional information or clarification could result in rejection of that bidder's proposal. To secure a project that is deemed to be in the best interest of the State, the State reserves the right to accept or reject any and all bids, in whole or in part, with or without cause, and to waive technicalities in submissions. The State also reserves the right to make purchases outside of the awarded contracts where it is deemed in the best interest of the State. 3.2.1. Best and Final Offer (BAFO): At any time after submission of Responses and prior to the final selection of Bidder(s) for Contract negotiation or execution, the State may invite Bidder(s) to provide a BAFO. The state reserves the right to request BAFOs from only those Bidders that meet the minimum qualification requirements and/or have not been eliminated from consideration during the evaluation process. 3.3. WORKER CLASSIFICATION COMPLIANCE REQUIREMENTS: In accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54), Bidders must comply with the following provisions and requirements. 3.3.1. Self-Reporting: For bid amounts exceeding $250,000.00, Bidder shall complete the appropriate section in the attached Certificate of Compliance for purposes of self-reporting information relating to past violations, convictions, suspensions, and any other information related to past performance relative to coding and classification of workers. The State is requiring information on any violations that occurred in the previous 12 months. 3.3.2. Subcontractor Reporting: For bid amounts exceeding $250,000.00, Bidders are hereby notified that upon award of contract, and prior to contract execution, the State shall be provided with a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested Revised July 28, 2022 Page 5 of 43 information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). This requirement does not apply to subcontractors providing supplies only and no labor to the overall contract or project. This list MUST be updated and provided to the State as additional subcontractors are hired. A sample form is available online at http://bgs.vermont.gov/purchasing-contracting/forms. The subcontractor reporting form is not required to be submitted with the bid response. 3.4. EXECUTIVE ORDER 05-16: CLIMATE CHANGE CONSIDERATIONS IN STATE PROCUREMENTS: For bid amounts exceeding $25,000.00 Bidders are requested to complete the Climate Change Considerations in State Procurements Certification, which is included in the Certificate of Compliance for this RFP. After consideration of all relevant factors, a bidder that demonstrates business practices that promote clean energy and address climate change as identified in the Certification, shall be given favorable consideration in the competitive bidding process. Such favorable consideration shall be consistent with and not supersede any preference given to resident bidders of the State and/or products raised or manufactured in the State, as explained in the Method of Award section. But, such favorable consideration shall not be employed if prohibited by law or other relevant authority or agreement. 3.5. METHOD OF AWARD: Awards will be made in the best interest of the State. The State may award one or more contracts and reserves the right to make additional awards to other compliant bidders at any time if such award is deemed to be in the best interest of the State. All other considerations being equal, preference will be given first to resident bidders of the state and/or to products raised or manufactured in the state, and then to bidders who have practices that promote clean energy and address climate change, as identified in the applicable Certificate of Compliance. 3.5.1. Evaluation Criteria: Consideration shall be given to the Bidder’s project approach and methodology, qualifications and experience, ability to provide the services within the defined timeline, cost, and/or success in completing similar projects, as applicable, and to the extent specified below. Evaluation Factors Total Points for This Factor Vendor Profile: Experience, Financial Strength, References (Bidder Response Form Part 1) 25% Vendor Proposal/Solution, Response to the State’s Functional and Non- Functional Requirements, Maintenance and Support Services, and Vendor Demonstration (Bidder Response Form Parts 2-4 and 7; RFP 3.9) 40% Implementation Services, Project Management Approach, and Technical Services (Bidder Response Form Parts 5 and 6) 10% Pricing, total cost, flexible pricing model, flexible terms, etc. (Bidder Response Form Part 8) 25% Acceptance of State Terms and Conditions Pass/Fail Adherence to Mandatory Bidding Requirements Pass/Fail 3.6. CONTRACT NEGOTIATION: Upon completion of the evaluation process, the State may select one or more bidders with which to negotiate a contract, based on the evaluation findings and other criteria deemed relevant for ensuring that the decision made is in the best interest of the State. In the event State is not successful in negotiating a contract with a selected bidder, the State reserves the option of negotiating with another bidder, or to end the proposal process entirely. 3.7. COST OF PREPARATION: Bidder shall be solely responsible for all expenses incurred in the preparation of a response to this RFP and shall be responsible for all expenses associated with any presentations or demonstrations associated with this request and/or any proposals made. Revised July 28, 2022 Page 6 of 43 3.8. CONTRACT TERMS: The selected bidder(s) will be expected to sign a contract with the State, including the Standard Contract Form and Attachment C as attached to this RFP for reference. If IT Attachment D is included in this RFP, terms may be modified based upon the Solution proposed by the Bidder, subject to approval by ADS. 3.8.1. Business Registration: To be awarded a contract by the State of Vermont a bidder (except an individual doing business in his/her own name) must be registered with the Vermont Secretary of State’s office https://sos.vermont.gov/corporations/registration/and must obtain a Contractor’s Business Account Number issued by the Vermont Department of Taxes http://tax.vermont.gov/ . 3.8.2. The contract will obligate the bidder to provide the services and/or products identified in its bid, at the prices listed. 3.8.3. Payment Terms: Percentage discounts may be offered for prompt payments of invoices; however, such discounts must be in effect for a period of 30 days or more in order to be considered in making awards. 3.8.4. Quality: If applicable, all products provided under a contract with the State will be new and unused, unless otherwise stated. Factory seconds or remanufactured products will not be accepted unless specifically requested by the purchasing agency. All products provided by the contractor must meet all federal, state, and local standards for quality and safety requirements. Products not meeting these standards will be deemed unacceptable and returned to the contractor for credit at no charge to the State. 3.9. DEMONSTRATION: An in-person or webinar demonstration by the Bidder may be required by the State if it will help the State’s evaluation process. The State will factor information presented during demonstrations into the evaluation. Bidder will be responsible for all costs associated with the providing the demonstration. 3.10. INDEPENDENT REVIEW: Certain State information technology projects require independent expert review as described under 3 V.S.A. § 3303(d). Such review, if applicable, will inform the State’s decision to award any contract(s) resulting from this RFP 4. CONTENT AND FORMAT OF RESPONSES: The content and format requirements listed below are the minimum requirements for State evaluation. These requirements are not intended to limit the content of a Bidder’s proposal. Bidders may include additional information or offer alternative solutions for the State’s consideration. However, the State discourages overly lengthy and costly proposals, and Bidders are advised to include only such information in their response as may be relevant to the requirements of this RFP. 4.1. BID CONTENT: The bid should include a Cover Letter, the Bidder Response Form, and the attachments listed and provided in the Bidder Response Form. 4.2. COVER LETTER: 4.2.1. Confidentiality: To the extent your bid contains information you consider to be proprietary and confidential, you must comply with the following requirements concerning the contents of your cover letter and the submission of a redacted copy of your bid (or affected portions thereof). 4.2.2. All responses to this RFP will become part of the contract file and will become a matter of public record under the State’s Public Records Act, 1 V.S.A. § 315 et seq. (the “Public Records Act”). If your response must include material that you consider to be proprietary and confidential under the Public Records Act, your cover letter must clearly identify each page or section of your response that you consider proprietary and confidential. Your cover letter must also include a written explanation for each marked section explaining why such material should be considered exempt from public disclosure in the event of a public records request, pursuant to 1 V.S.A. § 317(c), including the prospective harm to the competitive position of the bidder if the identified material were to be released. Additionally, you must include a redacted copy of your response for portions that are considered proprietary and confidential. Redactions must be limited so that the reviewer may understand the nature of the information being withheld. It is typically inappropriate to redact entire pages, or to redact the titles/captions of tables and figures. Under no circumstances may your entire response be marked confidential, and the State reserves the right to disqualify responses so marked. https://sos.vermont.gov/corporations/registration/ http://tax.vermont.gov/ Revised July 28, 2022 Page 7 of 43 4.2.3. Exceptions to Contract Terms and Conditions: If a Bidder wishes to propose an exception to any terms and conditions set forth in the Standard Contract Form and its attachments, such exceptions must be included in Part 9 of the Bidder Response Form. Failure to note exceptions when responding to the RFP will be deemed to be acceptance of the State contract terms and conditions. If exceptions are not noted in the response to this RFP but raised during contract negotiations, the State reserves the right to cancel the negotiation if deemed to be in the best interests of the State. Note that exceptions to contract terms may cause rejection of the proposal. 4.3. TECHNICAL RESPONSE: In response to this RFP, a Bidder shall: 4.3.1. Provide details concerning your form of business organization, company size and resources. 4.3.2. Describe your capabilities and particular experience relevant to the RFP requirements. 4.3.3. Identify the names of all subcontractors you intend to use, the portions of the work the subcontractors will perform, and address the background and experience of the subcontractor(s), as per RFP section 4.3.2 above. 4.4. REFERENCES: Provide the names, addresses, and phone numbers of at least three companies with whom you have transacted similar business in the last 12 months. You must include contact names who can talk knowledgeably about performance. 4.5. REPORTING REQUIREMENTS: Not applicable. 4.6. PRICE SCHEDULE: Bidders shall submit their pricing information in Part 8 of the Bidder Response Form. 4.7. CERTIFICATE OF COMPLIANCE: This form must be completed and submitted as part of the response for the proposal to be considered valid. 4.8. STATE OF VERMONT BIDDER RESPONSE FORM: This form must be completed and submitted as part of the response for the proposal to be considered valid. The State of Vermont Bidder Response Form provides a standard format and content for bidder proposals. This form includes the information required in the above RFP sections 4.2.3 through 4.7. 4.8.1. Note: In addition to completing the State of Vermont Bidder Response Form, Bidders are required to provide the specific attachments that are described within the Bidder Response Form. 5. SUBMISSION INSTRUCTIONS: 5.1. CLOSING DATE: Bids must be received by the State by the due date specified on the front page of this RFP. Late bids will not be considered. 5.1.1. The State may, for cause, issue an addendum to change the date and/or time when bids are due. If a change is made, the State will inform all bidders by posting at the webpage indicated on the front page of this RFP. 5.1.2. There will not be a public bid opening. However, the State will record the name, city, and state for any and all bids received by the due date. This information will be posted as promptly as possible following the due date online at: https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 . Bidders are hereby notified to review the information posted after the bid opening deadline to confirm receipt of bid by the State. Any bidder that submitted a bid, and is not listed on the bid tabulation sheet, shall promptly notify the State Contact listed on the front page of this RFP. Should a bidder fail to notify the State Contact listed on the front page of this RFP within two weeks of posting the bid tabulation sheet, the State shall not be required to consider the bid. 5.2. STATE SECURITY PROCEDURES: Please be advised extra time will be needed when visiting and/or delivering information to State of Vermont offices. All individuals visiting State offices must present a valid government issued photo ID when entering the facility. 5.2.1. State office buildings may be locked or otherwise closed to the public. Any delay caused by State Security Procedures will be at the bidder’s own risk. 5.3. BID DELIVERY INSTRUCTIONS: 5.3.1. ELECTRONIC: Only electronic bids will be accepted. https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 Revised July 28, 2022 Page 8 of 43 5.3.1.1. EMAIL BIDS: Emailed bids will be accepted. Bids will be accepted via email submission to SOV.ThePathForward@vermont.gov. Bids may consist of several emails containing all components of the bid. There is an attachment size limit of 40 MB. 6. BID SUBMISSION CHECKLIST: ✓ Cover Letter ✓ State of Vermont Bidder Response Form and Attachments o Technical Response (included in Bidder Response Form) o References (included in Bidder Response Form) o Price Schedule (included in Bidder Response Form) o Certificate of Compliance (included in Bidder Response Form) ✓ Redacted portions of Bidder Response Form, if applicable 7. ATTACHMENTS: 7.1. Worker Classification Compliance Requirement; Subcontractor Reporting Form 7.2. State of Vermont Bidder Response Form 7.3. Standard State Contract with its associated attachments, including but not limited to, Attachment C: Standard State Provisions for Contracts and Grants (December 15, 2017) 7.4. SAS Logical Architecture mailto:SOV.ThePathForward@vermont.gov Revised July 28, 2022 Page 9 of 43 RFP: DATE: Subcontractor Reporting Form This form must be completed in its entirety and submitted prior to contract execution and updated as necessary and provided to the State as additional subcontractors are hired. The Department of Buildings and General Services in accordance with Act 54, Section 32 of the Acts of 2009 and for total project costs exceeding $250,000.00 requires bidders to comply with the following provisions and requirements. Contractor is required to provide a list of subcontractors on the job along with lists of subcontractor’s subcontractors and by whom those subcontractors are insured for workers’ compensation purposes. Include additional pages if necessary. This is not a requirement for subcontractor’s providing supplies only and no labor to the overall contract or project. Subcontractor Insured By Subcontractor’s Sub Insured By Date: Name of Company: Contact Name: Address: Title: Phone Number: Email: Fax Number: By: Name: Failure to adhere to Act 54, Section 32 of the Acts of 2009 and submit Subcontractor Reporting: Worker Classification Compliance Requirement will constitute non-compliance and may result in cancellation of contract and/or forfeiture of future bidding privileges until resolved. Send Completed Form to: Office of Purchasing & Contracting 133 State Street, 5th Floor Montpelier, VT 05633-8000 Revised July 28, 2022 Page 10 of 43 State of Vermont Bidder Response Form Please download and complete the Bidder Response Form from the link found below the link to the RFP on http://www.bgs.state.vt.us/pca/bids/bids.php. http://www.bgs.state.vt.us/pca/bids/bids.php Revised July 28, 2022 Page 11 of 43 State of Vermont Standard Contract for Services and its associated Attachments STANDARD CONTRACT FOR TECHNOLOGY SERVICES 1. Parties. This is a contract for services between the State of Vermont, Department of State’s Attorneys and Sheriffs (hereinafter called “State”), and _____________, with a principal place of business in _____________, (hereinafter called “Contractor”). Contractor’s form of business organization is _____________. It is Contractor’s responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter. The subject matter of this contract is services generally on the subject of implementation, hosting, maintenance and operations of the State’s case management system. Detailed services to be provided by Contractor are described in Attachment A. 3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $________.00. 4. Contract Term. The period of Contractor’s performance shall begin on _____________, 20__ and end on _____________, 20__. 5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations. 6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at least thirty (30) days in advance. In such event, Contractor shall be paid under the terms of this contract for all services provided to and accepted by the State prior to the effective date of termination. 8. Attachments. This contract consists of ___ pages including the following attachments which are incorporated herein: Attachment A – Statement of Work o Exhibit 1 – State Functional and Technical Requirements o Exhibit 2 – Contractor’s Proposal including the proposed Preliminary Implementation Master Schedule (IMS) o Exhibit 3 – State Third Party Software o Exhibit 4 – Contractor Software Attachment B – Payment Provisions Attachment C – “Standard State Provisions for Contracts and Grants” a preprinted form (revision date 12/15/2017) Attachment D – Other Terms and Conditions for Information Technology Contracts Attachment __ – Contractor’s [License] Agreement Attachment __ – [Maintenance and Support/Service Level Terms] Attachment G - State of Vermont – Federal Terms Supplement (non-construction) Revised July 28, 2022 Page 12 of 43 9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: 1) Standard Contract 2) Attachment D Other Terms and Conditions for Information Technology Contracts 3) Attachment C (Standard State Provisions for Contracts and Grants) 4) Attachment G State of Vermont – Federal Terms Supplement (non-construction) 5) Attachment A with Exhibits 6) Attachment B 7) List other attachments as applicable WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT By the State of Vermont: By the Contractor: Date: Date: Signature: Signature: Name: Name: Title: Title: Revised July 28, 2022 Page 13 of 43 ATTACHMENT A SPECIFICATIONS OF WORK TO BE PERFORMED 1. PURPOSE This Contract sets forth the terms and conditions under which Contractor agrees to provide to the State with a web-based, Contractor-supported case management system (the “Solution”). The Solution shall ________________________________. The Contractor shall provide implementation services, project and operations management, and support and maintenance (individually and collectively referred to herein as the “Services”), as necessary for the State’s productive use of the Solution as further set forth in this Contract. This Contract specifies the obligations of each party with additional provisions detailed in the attached Attachments and Exhibits. 2. EXISTING SYSTEMS Interfaces with existing systems are listed in Exhibit 1 State Functional and Technical Requirements. 3. OBJECTIVE This Contract identifies the tasks required by each party to implement and support the Solution through the following major activities: development of project management planning documentation; solution gap analysis, installation and environmental setup, configuration and customization, interface design and development, data migration, integration and testing; deployment and training; operations, support, and maintenance services, all as detailed herein. The project will be executed in phases as described herein. The successful outcome of the project is defined by the following: • completed in accordance with this Contract and applicable project management planning documentation; • resolution of all material functional and operational deficiencies prior to deployment in the production environment; • completed within budget; • configured to meet all specified requirements and needs of the State; • the Solution meets and adheres to all requirements and time frames set forth in service level terms set forth herein; • the Solution is fully documented, including but not limited to requirements specifications, architecture, design, configuration, operational environment and user manuals; and • trained State staff and stakeholders. 4. PERIOD OF INSTALLATION AND IMPLEMENTATION AND TRAINING The period of installation and implementation and training shall not exceed ________________________ months from the date of this Contract. Support and maintenance shall begin upon Solution deployment and shall continue through the Contract Term as the same may be extended by the parties. Revised July 28, 2022 Page 14 of 43 5. DEFINITIONS Capitalized terms used in this Contract not specifically defined in the text shall have the following meanings: (a) “Certificate of Acceptance” means written certification, delivered to Contractor and signed by an authorized representative of the State, stating that any Defects in a particular Phase or the Solution discovered after implementation and testing have been corrected as required under this Contract, and that the Phase complies in all material respects with all of the applicable Requirements. (b) “Certificate of Completion” means written certification, delivered to the State and signed by an authorized representative of Contractor, stating that any Defects in a particular Phase or the Solution discovered after implementation, testing and Acceptance have been corrected as required under this Contract, and that the Phase or Solution complies in all material respects with all of the applicable Solution Requirements. The State must provide written acceptance to Contractor of any and all Certificates of Completion for them to become effective. (c) “Contractor Personnel” means and refers to Contractor’s employees and employees of Contractor’s permitted subcontractors or permitted agents assigned by Contractor to perform Services under this Contract. (d) “Defect” means any failure by the Solution or any Phase or component thereof to conform in any material respect with applicable Requirements. (e) “Defect Correction” means either a modification or addition that, when made or added to the Solution, establishes material conformity of the Solution to the applicable Requirements, or a procedure or routine that, when observed in the regular operation of the Solution, eliminates the practical adverse effect on the State of such nonconformity. (f) “Documentation” means any and all descriptions and specifications of the Requirements included herein or created or developed hereunder, operational, functional and supervisory reference guides, manuals and instructive materials, in whatever form and regardless of the media on which it may be contained, stored or transmitted, which is developed, prepared, used or otherwise available from Contractor and/or Contractor’s suppliers, in connection with and applicable to the provision, use, operation and support of the Services hereunder. Documentation shall be sufficient to enable State personnel to understand, operate, use, access, support, maintain, update and modify Services, notwithstanding that Contractor is or may be responsible for any or all of the foregoing obligations. Documentation shall also include all standards applicable to the Services, including those applicable to: (i) Contractor for its own comparable items or services; (ii) the State for its own comparable items or services; and (iii) such standards and guidelines as the parties mutually agree apply to the Services involved. (g) “Final Acceptance” means the issuance of Certificate of Acceptance executed by the State which specifies the mutually agreed upon Go Live Date for the Solution. (h) “Facilities” means the physical premises, locations and operations owned or leased by the State (a “State Facility”) or the Contractor (a “Contractor Facility”), and from or through which the Contractor and/or its permitted contractors will provide any Services. Revised July 28, 2022 Page 15 of 43 (i) “Go Live Date.” The date that all or any part of the entire Solution is first available for use by the State in an operational, non-test environment, utilizing actual production data. (j) “Phases.” A particular portion of the Solution, as set forth in the Implementation Master Schedule or as may be modified in accordance with this Contract. Unless modified by written agreement of the parties, the project Phases are Initiation, Gap Analysis, Implementation, Testing, Training, Legacy Data Migration, Deployment, Post-Implementation Support/Warranty. (k) “Requirements” means the State’s baseline Functional and Technical Requirements attached as Exhibit 1 to Attachment A of this Contract. (l) “Service Level” means the specific level of performance Contractor is required to comply with and adhere to in providing the Services in conformity with the Requirements, consistent with the criteria and parameters specified in this Contract. Service Level Terms are set forth in Attachment __ to this Contract. 6. PROJECT MANAGEMENT The scope of work as detailed below describes the services, deliverables and key assumptions. Contractor will develop an overall project schedule that details the tasks, timelines, and deliverables for the fully integrated solution. 6.1 CONTRACTOR PROJECT MANAGEMENT AND SUPPORT 6.1.1 CONTRACTOR’S PROJECT MANAGER Contractor will designate an individual to serve as the “Contractor Project Manager” who will: (i) be a senior employee within Contractor’s organization, with the information, authority and resources available to properly discharge the responsibilities required hereunder; (ii) serve as primary point of contact and the single-point of accountability and responsibility for all Contract-related questions and issues and the provision of Services by Contractor; (iii) have day-to-day responsibility for, and authority to manage, State customer satisfaction; (iv) devote full time and dedicated efforts to managing and coordinating the Services; and (v) be located at State Facilities or such other appropriate location as Contractor and the State may mutually agree. Contractor’s Project Manager shall be responsible for all tasks necessary to manage, oversee, and ensure success of the project. These tasks include documenting requirements, developing and updating project plans, assigning staff, scheduling meetings, developing and publishing status reports, addressing project issues, risks, and change orders, and preparing presentations for the State. Contractor’s project manager shall be responsible for the successful delivery of all Contractor tasks and subtasks defined in the Project Management Plan (as defined herein). Progress will be monitored and plans adjusted, as necessary, in project status meetings. The Project Management Plan deliverables (for both State and Contractor tasks) shall be updated by the Contractor, subject to review and approval of the State, and reports printed for each status meeting. Revised July 28, 2022 Page 16 of 43 Contractor’s project manager shall be responsible for developing and implementing the following project management documentation: Deliverable Description Update Frequency Project Charter The Project Charter provides basic information about the project. It includes a: Scope Statement (what’s in and out of scope); list of Project Deliverables; high level Project Timeline; Key Roles & Responsibilities; known Risks, Assumptions and/or Constraints. It should be signed off on by the State. Once unless there are changes Project Management Plan The Project Management Plan will dictate specifics on how the Contractor Project Manager will administer the project and will include the following documentation: 1. Change Management Plan (will dictate how changes will be handled including any Service level terms on over/under estimates) 2. Communication Management Plan (will dictate what will be communicated, to who, and how often) 3. Requirements Management Plan (will dictate the approach that the requirements will be gathered, approved, and maintained) 4. Human Resources Management Plan (will dictate what resources will be assigned to the project, for how long, under what allocation, who they report to, and how to handle changes to the resource plan) 5. Procurement Management Plan (will dictate how the vendor(s) will interact with the project and expectations regarding vendor relations with State resources) 6. Quality Management Plan (will dictate the quality controls over the work being done on the project as well as determine Key Performance Indicators – this document is not limited to deliverables) 7. Risk and Issues Management Plan (will dictate how risks and issues will be managed over the course of the project) 8. Scope Management Plan (will dictate how the scope will be maintained to prevent “scope creep”) Formal Acceptance Criteria Criteria that establishes what the acceptance and rejection criteria of each document on this list. Formal Acceptance Sign Off Obtain sign-off at the completion of each project deliverable as defined by the formal acceptance criteria. Change Requests Formal document which outlines any changes to the Revised July 28, 2022 Page 17 of 43 Deliverable Description Update Frequency Contract scope, schedule, budget, and resources. Change Requests Log Tracks the specific change requests approved and their impact to the project scope, budget and schedule. Budget Log Outlines original Contract costs by deliverable with billed and paid-to-date information. Risk Log A log of all risks (opened or closed) that could impact the project. Risks should be outlined by their impact and their potential to occur. All risks should have an owner. Issue/Action Items/Decision Log A Log of open and resolved/completed Issues. Issues should be outlined by their impact, owner, date of occurrence, and remediation strategy. Decision Log A log of all decisions made over the course of the project. Decisions should have a date and name of decider. Requirements Documents Finalized list of the project requirements to be approved by the State. The approach is dictated by the Requirements Management Plan (see Project Management Plan), and can include: • Stated requirements document (SRD): The SRD contains current state process flows, user stories, and business rules and states the business need at a high level. • Business requirements document (BRD): The BRD contains a medium level of requirements as well as required metrics of project success. • Functional requirements document (FRD): The FRD contains detailed requirements that can be handed off to the Contractor for execution. Test Plans A description of the testing approach, participants, sequence of testing and testing preparations. Once Test Cases & Results The specific test cases to be tested and the testing results. Test Cases tie back to the project requirements (to ensure each one has been met). Create once then update with Results Implementation Master Schedule (IMS) The IMS outlines how the project will go-live and will include a mini-project plan for the exact events that need to occur assigned to the resources that need to do them and the time frame for when they need to get done. (See Section 4.4 for more detail.) Once per implementation Project Status Reports Provides an update on the project health, accomplishments, upcoming tasks, risks and significant issues. The Status Report and the project color being report shall be developed in consultation with the State business lead and State project manager, as set forth in greater detail in Section 4.2.2. Weekly Project Phase Audit/Gate At the end of each Phase, the Contractor Project Manager shall submit an audit of all deliverables and milestones Once per phase Revised July 28, 2022 Page 18 of 43 Deliverable Description Update Frequency Check achieved during the Phase to the State Project manager for review. Meeting Agenda/ Minutes All scheduled meetings will have an agenda and minutes. The minutes shall contain risk issues, action items, and decision logs. Minutes shall be transcribed over to the main logs. Per occurrence End of Project Metrics These are metrics that reflect how well the project was performed. Metrics will be outlined in the Quality Management Plan. Lessons Learned A compilation of the lessons learned having 20/20 hindsight. Lessons learned shall be delivered in an Excel template and collected from each of the State and Contractor project team members to get a full 360 degree view of the project in retrospect. Once Closeout Report This report will include all the lessons learned, project metrics, and a summary of the project’s implementation and outcome in operation. Once Contractor shall use State templates for the foregoing, unless otherwise approved by the State. The State Project Manager shall be responsible for the review and acceptance of project management documentation. Contractor’s project manager shall assist the State’s project manager (upon request) in creating materials for periodic presentations to State project sponsors and key stakeholders. Contractor’s project manager may be required to present information to, and answer questions from, State stakeholders at these presentations. 6.1.2 PROJECT MANAGEMENT AND SUPPORT The Contractor will apply PMI (Project Management Institute’s PMBOK) principles to ensure on-time and within-budget delivery of the Solution, while meeting all of the Requirements in this Contract. The State will approve all project management methods and tools used during the project. These project management methods and tools are considered project deliverables. 6.1.3 KEY PROJECT STAFF Contractor will perform and support the Services consistent with this Contract and the Solution Requirements. Contractor Personnel will be properly educated, trained and qualified for the Services they are to perform and Contractor will put appropriate training in place to meet initial and ongoing training requirements of Contractor Personnel assigned to perform Services. (a) Contractor shall be responsible, at its own cost and expense, for any and all recruitment, hiring, Contractor-specific training, education and orientation for all Contractor Personnel assigned or to be assigned to perform Services or support the Requirements. (b) All Contractor Personnel, in addition to any Contractor security policies and procedures, shall be Revised July 28, 2022 Page 19 of 43 required to comply with the security requirements in this Contract (c) Contractor shall conduct its hiring process in compliance with all applicable Federal and State laws to include, but not be limited to, anti-discrimination laws. (i) Eligibility for Employment: Contractor shall verify that all prospective employees are eligible for employment in the United States. (ii) Criminal Records: Contractor or an agent of Contractor shall perform criminal background checks on all prospective employees utilizing a national criminal database acceptable to the State. Before any Contractor Personnel begin work on the Services x) such background check shall have returned a “no record” result or, y) to the extent that the result revealed that a felony record or records exist for a given individual, the associated conviction(s) shall be unrelated to the work to be performed as specified under the Equal Employment Opportunities Commission’s EEOC Enforcement Guidance regarding the employment of convicted felons issued April 25, 2012. Contractor shall provide the State with notice of proposed Contractor Personnel with felony or misdemeanor convictions that involve a crime against a person; a crime involving the use or misuse of computer network; a crime involving weapons, explosives or arson; a crime involving trade secret/proprietary information; a crime involving theft, dishonesty, embezzlement, breach of fiduciary duty, identity theft, or other financial-related crimes; a felony conviction for drug possession; or a crime involving the distribution or trafficking of illegal drugs and/or controlled substances. (d) All Contractor Personnel providing or assigned to provide Services or otherwise in a position to obtain or have access to State Information, shall execute a non-disclosure agreement in a form acceptable to the State. (e) The timing for transfer, reassignment or replacement of Contractor Personnel will be coordinated with requirements for timing and other elements of the Services so as to maintain continuity in the performance of the Services and avoid interruption or disruption to the Services or any failures to maintain Service Levels. Contractor shall assign the following Contractor staff (“Key Project Staff”), to meet the Requirements of this Contract: [INSERT] Contractor will cause the Contractor Personnel filling the Key Project Staff positions to devote full time and dedicated effort to the provision of the Services and the achievement of Service Levels required for the Services, unless a lesser allocation during certain Project Phases may be agreed in writing. 6.1.4 KEY PROJECT STAFF CHANGES Contractor shall not change the project assignment of ___________________, __________________, and _________________ for the period of project implementation. Contractor shall not change other members of Key Project Staff without providing the State written justification, a comprehensive transition plan and Revised July 28, 2022 Page 20 of 43 obtaining prior written approval of the State. State approvals for replacement of Key Project Staff will not be unreasonably withheld. The replacement of Key Project Staff shall have comparable or greater skills and applied experience than being replaced and be subject to reference and background checks described above. If Contractor removes Key Project Staff for any reason without the State’s approval, Contractor agrees to replace the new Key Project Staff member if performance is unacceptable to State and provide the first thirty (30) days of a replacement resource with equivalent skill at no charge. Notwithstanding the foregoing, the State acknowledges that Key Project Staff may become unavailable due to termination of employment for any reason, through disability or death, illness, or through leave of absence such as FMLA or National Guard duty for example. In such circumstances, Contractor shall promptly notify the State in writing of the impending or actual departure of any Key Personnel and of the qualifications and identity of proposed replacement Key Project Staff. The State has the right to reasonably disapprove of any replacement Key Project Staff. 6.1.5 CONTROL OF CONTRACTOR PERSONNEL Contractor shall be fully responsible for the management, compensation, and performance of all Contractor Personnel, and the filing of any and all returns and reports and the withholding and/or payment of all applicable federal, State, and local wage tax, or employment-related taxes, including, but not limited to, income taxes, gross receipt taxes, taxes measured by income, social security taxes, and unemployment taxes for Contractor and Contractor's employees. Notwithstanding the foregoing, Contractor's employees shall adhere to the State’s policies and procedures, of which Contractor is made aware while on State Premises, and shall behave and perform in a professional manner. The State, may, in its reasonable discretion, require Contractor to replace any Contractor Personnel, including but not limited to Key Project Staff, working hereunder who does not adhere to, behave, and perform consistent with the State’s policies and procedures, or otherwise engages in unprofessional or unethical conduct, or abuses any illegal substance or alcohol, or engages in illegal activities or consistently underperforms. The State shall provide written notice to Contractor of the requirement of replacement, or with whom there are irresolvable personality conflicts. Contractor shall use reasonable efforts to promptly and expeditiously replace Key Project Staff and replace all other personnel within fifteen (15) business days of receipt of the written notice unless otherwise mutually agreed. The State’s right to request replacement of Contractor personnel hereunder relates solely to the removal of individuals from work on this Contract with the State and does not create an employment relationship. Nothing in this Contract authorizes the State to direct the Contractor’s termination of the employment of any individual. 6.1.6 CONTRACTOR THIRD PARTY CONTRACTS The State acknowledges and understands that Contractor will enter into third party contracts with the following Contractor subcontractors: (i) ___________________ for ___________________; (ii) ___________________ for ___________________; and (iii) ___________________ for the performance of Services hereunder. Contractor shall deliver a copy of all such third party contracts to the State for review upon request. The State hereby consents to the use by Contractor of these subcontractors, provided however that any such consent is not deemed acceptance of the terms of any subcontracts by the State. 6.2 PROJECT PLANNING Revised July 28, 2022 Page 21 of 43 The State and Contractor Project Managers will arrange for kickoff dates and procedures for managing the project – such as reporting status and resolving issues. This will provide an opportunity to introduce all key members of the project teams and walk through the project management plan and key milestones. 6.2.1 MEETING PROTOCOLS For regular weekly project status meetings, Contractor’s Project Manager shall provide a meeting agenda and any handouts at least one business day in advance of the scheduled meeting. 6.2.2 PROJECT DOCUMENT STORAGE The Contractor will establish a SharePoint site, or some other collaboration mechanism, that is accessible to the Contractor and the State. This will provide a common area for Contractor’s project documents, artifacts, and deliverables. Access to all SharePoint sites (or other medium of collaboration) and all project material contained therein shall be delivered to the State upon completion of the project. 6.2.3 STATUS REPORTS Contractor’s Project Manager shall provide project documentation and collaboration to meet the State’s vendor reporting requirements. If requested, the Contractor shall use the State’s Status Report template. If no template is provided to the Contractor, the status information shall include, at a minimum: all planned tasks accomplished for the reporting period planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the Master Project Work Plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. For all project services performed on a time and materials basis, as provided herein, the Contractor shall also provide details on staff hours, cost per activity, all expenditures and a summary of services performed for the reporting period. The State Project Manager and Contractor’s Project Manager will come to agreement on the exact format of the project documentation and collaboration reports, at or before the project kickoff meeting. Each report shall include a project dashboard at the top outlining the overall status of the project in terms of the standard triple constraint: cost, time, resources (using a legend or icon of green, yellow, and red based upon the following definitions): • Green – on track to deliver committed scope by committed deadline with committed resources/funding. • Yellow – not on track to deliver committed scope by committed deadline with committed resources/funding, but have a plan to get back to green. • Red – not on track and currently do not have a plan to get back to green. Need project management intervention or assistance. Revised July 28, 2022 Page 22 of 43 In the event of yellow or red overall project status, there should be a specific task(s) and/or issue(s) identified as yellow or red which are the root cause of the overall project status being yellow or red. These items shall be presented in sufficient detail to determine the root-cause. The Status Report shall provide a link to the Risks and Issues Log for more detail. The report shall include a budget section outlining original contract costs by deliverable with billed and paid-to-date information by deliverable and in total. 6.3 IMPLEMENTATION MASTER SCHEDULE The Contractor has compiled a preliminary “baseline” implementation master schedule (“IMS”) using the best available knowledge at the time of Contract signing which is attached to this Attachment A as Exhibit 2. The Contractor shall update the IMS after execution of this Contract during the Project Development as required pursuant to the terms herein (e.g., updated tasks and task descriptions, updated meeting dates, updated resource assignments, updated milestone dates). Any such changes shall be communicated in writing by the Contractor to the State Contract Manager by executing a new or revised IMS or other documentation acceptable to the State. Such changes are subject to State review and approval. The parties shall work together to implement the IMS changes in accordance with the terms of this Contract; provided, however, in no event shall revisions to the IMS be deemed to amend this Contract. Changes to project scope, term or maximum amount shall require a Contract amendment. The IMS is an ongoing tool for anticipating and tracking changes to expectations for all project tasks, deliverables and milestones. The complete IMS is an integrated plan – that is, it includes actions and deliverables from all project areas – both Contractor and State. The complete IMS, which includes the detailed tasks and milestones, shall reside in Microsoft Project (.mpp) format (Version 2007 or higher) and will be shared in the ongoing communication meetings to discuss changes. State shall sign off on all deliverables from each Phase of the IMS before subsequent phase work is initiated. Once sign off is complete, Contractor and State will assess readiness to proceed with next phase. 7. SCOPE OF SERVICES 7.1 DESCRIPTION OF SERVICES Contractor agrees to provide and shall perform the Services described herein in accordance with and subject to the terms and conditions set forth in this Contract. 7.2 PROJECT MAJOR PHASES, WARRANTY, AND OPTIONS The Contractor shall, at a minimum, provide State access to a web-based Solution that meets the tools and functionality requirements of the State set forth in Exhibit 1 to this Attachment A. Contractor shall use system development and configuration control methodologies and the desirable sequence of project major Phases as described herein. Estimated dates in the following table shall be finalized in the IMS as described in Section 6.3, “Implementation Master Schedule.” Revised July 28, 2022 Page 23 of 43 PHASE ESTIMATED DATES PHASE DESCRIPTION Initiation Kickoff meeting, planning and preparation of project management planning documentation. Gap Analysis Contractor performs necessary requirements review to finalize Functional and Technical Requirements and identify gaps between State requirements and Solution capabilities. Implementation Contractor installs and configures the Solution in a Test environment. Testing State subject matter experts perform Solution testing in in a test (not live) environment accordance with Contractor- developed Test plans. Training Contractor performs training of State personnel (train the trainer or train the user). Legacy Data Migration Contractor shall perform all necessary legacy data migrations using State-approved migration plan and data mapping templates. Deployment Contractor implements the tested and State-approved Solution in the production environment for additional State testing and Go-Live. Post- Implementation Support/Warranty Contractor shall be responsible for fixing all Defects found during the Warranty Period. All Defects found within the Warranty Period, shall be corrected by Contractor at no additional cost to the State. 7.3 STATE-CAUSED DELAYS Contractor acknowledges that the State may not be able to meet the time frames specified in an IMS or that the State may determine that it is necessary to delay and/or modify the timing and sequencing of the implementation as provided in the IMS. While the State is committed to the project and shall use reasonable efforts to provide staff and resources necessary to satisfy all such time frames, the State shall not be held responsible or deemed in default for any delays in Solution implementation provided the State uses its reasonable efforts to accomplish its designated responsibilities and obligations as set forth in the IMS. In addition, the State may, at its option, delay implementation and installation of the Solution, or any part thereof. Notwithstanding any provision to the contrary, if the State Significantly Delays implementation of the Solution, either party may make a Change Request in accordance with Section 10, “Change Order Process,” and, if required, an amendment to this Contract. Contractor agrees to adjust the IMS and Payment Milestones deadlines to take into account any State-caused delays; provided, however, that Contractor shall continue to perform any and all activities not affected by such State-caused delay. In the event the State’s adjustment to the IMS causes Contractor scheduling conflicts or personnel unavailability, the State and Contractor shall prepare a revised mutually agreeable IMS which may delay the commencement and completion dates of the project and shall take into consideration the readjusted time frames and any necessary resequencing of the activities. Such readjustment, rescheduling or modification of the Project shall be at no additional cost to the State if the delays are less than or equal to thirty (30) days. For purposes of this Section, a “Significant Delay” shall mean any delay that in itself will cause a slippage Revised July 28, 2022 Page 24 of 43 of thirty (30) calendar days or more in a Go Live date. 7.4 THIRD PARTY RESOURCES From time to time State may request that Contractor obtain and provide to the State, at the State’s expense, third party Resources related to the Services but outside the scope of what Contractor is then obligated to provide hereunder, including the benefit of any volume purchasing discounts, pricing or terms available to the State or its supplier. Contractor shall notify the State at the time of any such request of any relationships Contractor may have with such suppliers that may be of benefit to the State in this respect. To the extent that State may have a more favorable relationship with any third party supplier, upon notice from State, Contractor agrees to consider such Resources from State’s designated supplier. Contractor will not add an administrative fee or other markup to any third party Resources it procures on behalf of or for the benefit of State and the Services provided hereunder. 7.5 STATE THIRD PARTY SOFTWARE A list of all Third Party Software licensed by the State for purposes of Contractor’s performance of the Services is attached to this Attachment A as Exhibit 3. Contractor will assume operational and financial responsibility for such Third Party Software and any related maintenance obligations to the same extent as if Contractor were the licensee of such Third Party Software. Contractor will cease use of such Third Party Software upon expiration or termination of this Contract. 8. ACCEPTANCE 8.1 ACCEPTANCE TESTING BY THE STATE FOLLOWING IMPLEMENTATION After Contractor provides written notice to the State that it has completed a Phase of the Solution, the State shall, in accordance with the Formal Acceptance Criteria agreed by the parties, and with full cooperation and assistance from Contractor, conduct all such inspections and tests of the Phase as the State may deem necessary or appropriate to determine whether any Defects exist in the Phase as implemented and whether the Phase as installed materially complies with all of the Installation Test Specifications and Phase specifications as set forth in the Requirements and detailed IMS. Such inspections and tests shall be over a duration mutually agreed upon by the State and Contractor, per Phase, from the date a notice of completion is issued (the “Acceptance Period”). Contractor shall correct all Defects during the Acceptance Period, demonstrate to the State that correction of such Defects has been made, and after so demonstrating correction, shall issue to the State a written Certificate of Completion indicating that no Defects are known to exist in the Phase and/or Solution. The State shall be deemed to have accepted and approved the particular Phase or Solution only upon the State’s delivery to Contractor of a signed, written Certificate of Acceptance indicating that the Phase or the Solution, as the case may be, as completed, materially performs in accordance with the Requirements. If at the end of the Acceptance Period, the State has not issued a signed Certificate of Acceptance to Contractor for that Phase or the Solution, the State may, in its sole discretion, extend the Acceptance Period; provided, however, that the State shall respond within five (5) business days of a written request by Contractor issued after the end of the original Acceptance Period to provide Contractor with the State’s status of approval or disapproval for that Phase or the Solution. Any rejection must be in writing and specify the reason for the rejection and must be based upon the continued existence of a Defect in the Phase or Solution or failure of the Phase or Solution to materially perform in accordance with the Revised July 28, 2022 Page 25 of 43 Requirements. The Certificate of Acceptance shall not be unreasonably withheld by the State. If a Certificate of Acceptance for a Phase or the Solution is signed and delivered by the State, Contractor shall sign said Certificate, with both parties receiving a copy thereof. 9. THIRD PARTY COOPERATION The State may hire other independent contractors as it may require to assist with the project. Contractor will cooperate with the State and the third party, including provision of: (i) written Documentation requested by the State; (ii) commercially reasonable assistance and support services to such third party; and (iii) reasonable access to Contractor as necessary for such third parties to perform their work. The State shall use reasonable efforts to require such third parties to comply with Contractor’s reasonable requirements regarding confidentiality, operations, standards, and security. Contractor shall support and maintain such third party work product, provided the service provider complies with any Documentation applicable to Contractor in respect of the Services involved. 10. CONTRACT/PROJECT CHANGE ORDER PROCESS For projects involving IT Implementation services, where frequent and/or multiple minor changes to the project schedule or deliverables are anticipated, the following process may be utilized to effectuate such minor changes without undue project delays (“Change Orders”). Changes to a Contract during its term may incur additional costs and possible delays relative to the project schedule, or may result in less cost to the State (for example, the State decides it no longer needs a deliverable in whole or part) or less effort on the part of a selected vendor. A Change Order shall define the effort involved in implementing the change, the total cost or associated savings to the State, of implementing the change, and the effect, if any, of implementing the change on the project schedule. Any change that alters the essential terms of the original contract, including any change that expands or decreases the statement of work, the contract duration, the payment terms and/or the contract maximum amount, shall require a Contract Amendment in accordance with State contracting policies and procedures. Under no circumstances may a Change Order be used where a Contract Amendment is otherwise required pursuant to the Contract Amendments, Approval and Execution process set forth in State Administrative Bulletin 3.5. Change Orders will be developed jointly and every effort will be made to adhere to the approved Project Plan. The Project Manager for the State and the Project Manager for a Contractor will decide whether a Change Order is necessary. If a Change Order is necessary, the Project Manager for requesting party will prepare a Change Order Request detailing the impacts on scope, schedule, deliverables, resources, and cost. The Change Order Request must be submitted to the non-requesting party for review. The non- requesting party will make its best efforts to either approve or deny the Change Order in writing within (10) business days. In no event shall any delay in the approval or denial of a Change Request constitute a deemed approval by the State. The State will not pay for the effort involved in developing a Change Order. The Contractor shall bear the cost of estimating the cost or savings, time, and Contractor resources required to implement all Change Order Requests forthcoming from the State during the course of the Project. All Change Orders that are mutually agreed upon must: Revised July 28, 2022 Page 26 of 43 (a) be in writing and describe, with specific reference to the applicable section(s) of the contract, what is being added, deleted, or otherwise modified; (b) be signed by both the State and the Contractor; (c) include the original contract number and a sequential Change Order number; (d) include Contractor certifications regarding Taxes, Debarment, and Child Support, as detailed in State Administrative Bulletin 3.5, Section XIII(A)(c); and (e) be consolidated into a formal Contract Amendment whenever an amendment would otherwise be required by State Administrative Bulletin 3.5. Revised July 28, 2022 Page 27 of 43 ATTACHMENT B PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products or services actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and b. a current IRS Form W-9 (signed within the last six months). 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. Contractor shall submit detailed invoices itemizing all work performed during the invoice period, including the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment by the State. All invoices must include the Contract # for this contract. 4. Invoices shall be submitted to the State at the following address: State’s Attorneys and Sheriffs, 110 State Street, Montpelier, VT 05633. Invoices may be submitted by email to: albert.coccagna@vermont.gov and barbara.bernardini@vermont.gov. 5. Contractor shall submit invoices to the State upon State Acceptance of a deliverable in accordance with the schedule for delivered products, or rates for services performed set forth below: • Insert Project Payment Schedule here • Retainage will be equal to 10% of each deliverable 6. Expenses: The fee for services shall be inclusive of Contractor expenses. 7. Retainage: In the discretion of the State, a contract resulting from this RFP will provide that the State withhold 10% of the total amount payable for some or all deliverables, such retainage to be payable upon satisfactory completion and State acceptance in accordance with the terms and conditions of the contract. mailto:albert.coccagna@vermont.gov mailto:barbara.bernardini@vermont.gov Revised July 28, 2022 Page 28 of 43 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 15, 2017 “Attachment C: Standard State Provisions for Contracts and Grants” (revision version dated December 15, 2017) constitutes part of this Agreement and is hereby incorporated by reference as if fully set forth herein and shall apply to the purchase of all goods and/or services by the State under this Agreement. A copy of this document is available online at: https://bgs.vermont.gov/purchasing- contracting/forms. https://bgs.vermont.gov/purchasing-contracting/forms https://bgs.vermont.gov/purchasing-contracting/forms Revised July 28, 2022 Page 29 of 43 ATTACHMENT D INFORMATION TECHNOLOGY SYSTEM IMPLEMENTATION TERMS AND CONDITIONS (rev. 07/14/2022) 1. MODIFICATIONS TO CONTRACTOR DOCUMENTS The parties specifically agree that the Contractor Documents are hereby modified and superseded by Attachment C and this Attachment D. “Contractor Documents” shall mean one or more document, agreement or other instrument required by Contractor in connection with the performance of the products and services being purchased by the State, regardless of format, including the license agreement, end user license agreement or similar document, any hyperlinks to documents contained in the Contractor Documents, agreement or other instrument and any other paper or “shrinkwrap,” “clickwrap,” “browsewrap” or other electronic version thereof. 2. NO SUBSEQUENT, UNILATERAL MODIFICATION OF TERMS BY CONTRACTOR Notwithstanding any other provision or other unilateral license terms which may be issued by Contractor during the Term of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of an order for the products and services being purchased by the State, as applicable, the components of which are licensed under the Contractor Documents, or the fact that such other agreement may be affixed to or accompany the products and services being purchased by the State, as applicable, upon delivery, the terms and conditions set forth herein shall supersede and govern licensing and delivery of all products and services hereunder. 3. TERM OF CONTRACTOR’S DOCUMENTS; PAYMENT TERMS Contractor acknowledges and agrees that, to the extent a Contractor Document provides for alternate term or termination provisions, including automatic renewals, such sections shall be waived and shall have no force and effect. All Contractor Documents shall run concurrently with the term of this Contract; provided, however, to the extent the State has purchased a perpetual license to use the Contractor’s software, hardware or other services, such license shall remain in place unless expressly terminated in accordance with the terms of this Contract. Contractor acknowledges and agrees that, to the extent a Contractor Document provides for payment terms which differ from the payment terms set forth in Attachment B, such sections shall be waived and shall have no force and effect and the terms in Attachment B shall govern. 4. OWNERSHIP AND LICENSE IN DELIVERABLES 4.1 Contractor Intellectual Property As between the parties, and subject to the terms and conditions of this Contract, Contractor and its third-party suppliers will retain ownership of all intellectual property rights in the [System], and any and all derivative works made to the [System] or any part thereof, as well as all Work Product provided to the State (“Contractor Proprietary Technology”). The State acquires no rights to Contractor Proprietary Technology except for the licensed interests granted under this Contract. The term “Work Product” means all other materials, reports, manuals, visual aids, documentation, ideas, concepts, techniques, inventions, processes, or works of authorship developed, provided or created by Revised July 28, 2022 Page 30 of 43 Contractor or its employees or contractors during the course of performing work for the State (excluding any State Data or derivative works thereof and excluding any output from the [System] generated by the State’s use of the [System], including without limitation, reports, graphs, charts and modified State Data, but expressly including any form templates of such reports, graphs or charts by themselves that do not include the State Data). Title, ownership rights, and all Intellectual Property Rights in and to the [System] will remain the sole property of Contractor or its suppliers. The State acknowledges that the source code is not covered by any license hereunder and will not be provided by Contractor. Except as set forth in this Contract, no right or implied license or right of any kind is granted to the State regarding the [System] or any part thereof. Nothing in this Contract confers upon either party any right to use the other party's trade names and trademarks, except for permitted license use in accordance with this Contract. All use of such marks by either party will inure to the benefit of the owner of such marks, use of which will be subject to specifications controlled by the owner. 4.2 State Intellectual Property; User Name The State shall retain all right, title and interest in and to (i) all content and all property, data and information furnished by or on behalf of the State or any agency, commission or board thereof, and to all information that is created under this Contract, including, but not limited to, all data that is generated under this Contract as a result of the use by Contractor, the State or any third party of any technology systems or knowledge bases that are developed for the State and used by Contractor hereunder, and all other rights, tangible or intangible; and (ii) all State trademarks, trade names, logos and other State identifiers, Internet uniform resource locators, State user name or names, Internet addresses and email addresses obtained or developed pursuant to this Contract (collectively, “State Intellectual Property”). Contractor may not collect, access or use State Intellectual Property for any purpose other than as specified in this Contract. Upon expiration or termination of this Contract, Contractor shall return or destroy all State Intellectual Property and all copies thereof, and Contractor shall have no further right or license to such State Intellectual Property. Contractor acquires no rights or licenses, including, without limitation, intellectual property rights or licenses, to use State Intellectual Property for its own purposes. In no event shall the Contractor claim any security interest in State Intellectual Property. 5. CONFIDENTIALITY AND NON-DISCLOSURE; SECURITY BREACH REPORTING 5.1 For purposes of this Contract, confidential information will not include information or material which (a) enters the public domain (other than as a result of a breach of this Contract); (b) was in the receiving party’s possession prior to its receipt from the disclosing party; (c) is independently developed by the receiving party without the use of confidential information; (d) is obtained by the receiving party from a third party under no obligation of confidentiality to the disclosing party; or (e) is not exempt from disclosure under applicable State law. 5.2 Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, Revised July 28, 2022 Page 31 of 43 pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it. The State shall immediately notify Contractor of any request made under the Access to Public Records Act, or any request or demand by any court, governmental agency or other person asserting a demand or request for Contractor information. Contractor may, in its discretion, seek an appropriate protective order, or otherwise defend any right it may have to maintain the confidentiality of such information under applicable State law within three business days of the State’s receipt of any such request. Contractor agrees that it will not make any claim against the State if the State makes available to the public any information in accordance with the Access to Public Records Act or in response to a binding order from a court or governmental body or agency compelling its production. Contractor shall indemnify the State for any costs or expenses incurred by the State, including, but not limited to, attorneys’ fees awarded in accordance with 1 V.S.A. § 320, in connection with any action brought in connection with Contractor’s attempts to prevent or unreasonably delay public disclosure of Contractor’s information if a final decision of a court of competent jurisdiction determines that the State improperly withheld such information and that the improper withholding was based on Contractor’s attempts to prevent public disclosure of Contractor’s information. The State agrees that (a) it will use the Contractor information only as may be necessary in the course of performing duties, receiving services or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of Contractor information as it provides to protect its own similar confidential and proprietary information; (c) except as required by the Access to Records Act, it will not disclose such information orally or in writing to any third party unless that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the Contractor’s information; and (e) it will not otherwise appropriate such information to its own use or to the use of any other person or entity. Contractor may affix an appropriate legend to Contractor information that is provided under this Contract to reflect the Contractor’s determination that any such information is a trade secret, proprietary information or financial information at time of delivery or disclosure. 5.3 Confidentiality of State Information In performance of this Contract, and any exhibit or schedule hereunder, the Contractor acknowledges that certain State Data (as defined below), to which the Contractor may have access may contain individual federal tax information, personal protected health information and other individually identifiable information protected by State or federal law or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“State Data”). State Data shall not be stored, accessed from, or transferred to any location outside the United States. Unless otherwise instructed by the State, Contractor agrees to keep confidential all State Data. The Contractor agrees that (a) it will use the State Data only as may be necessary in the course of performing duties or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of State Data as it provides to protect its own similar confidential and proprietary information; (c) it will not publish, reproduce, or otherwise divulge any State Data in whole or in part, in any manner or form orally or in writing to any third party unless it has received written approval from the State and that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the State’s information; and (e) it will Revised July 28, 2022 Page 32 of 43 not otherwise appropriate such information to its own use or to the use of any other person or entity. Contractor will take reasonable measures as are necessary to restrict access to State Data in the Contractor’s possession to only those employees on its staff who must have the information on a “need to know” basis. The Contractor shall not retain any State Data except to the extent required to perform the services under this Contract. Contractor shall not access State user accounts or State Data, except in the course of data center operations, response to service or technical issues, as required by the express terms of this Contract, or at State’s written request. Contractor may not share State Data with its parent company or other affiliate without State’s express written consent. The Contractor shall promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for State Data to which the Contractor or any third party hosting service of the Contractor may have access, so that the State may seek an appropriate protective order. 6. SECURITY OF STATE INFORMATION 6.1 Security Standards To the extent the Contractor or its subcontractors, affiliates or agents handles, collects, stores, disseminates or otherwise deals with State Data, the Contractor represents and warrants that it has implemented and it shall maintain during the term of this Contract the highest industry standard administrative, technical, and physical safeguards and controls consistent with NIST Special Publication 800-53 (version 4 or higher) and Federal Information Processing Standards Publication 200 and designed to (i) ensure the security and confidentiality of State Data; (ii) protect against any anticipated security threats or hazards to the security or integrity of the State Data; and (iii) protect against unauthorized access to or use of State Data. Such measures shall include at a minimum: (1) access controls on information systems, including controls to authenticate and permit access to State Data only to authorized individuals and controls to prevent the Contractor employees from providing State Data to unauthorized individuals who may seek to obtain this information (whether through fraudulent means or otherwise); (2) industry-standard firewall protection; (3) encryption of electronic State Data while in transit from the Contractor networks to external networks; (4) measures to store in a secure fashion all State Data which shall include, but not be limited to, encryption at rest and multiple levels of authentication; (5) dual control procedures, segregation of duties, and pre- employment criminal background checks for employees with responsibilities for or access to State Data; (6) measures to ensure that the State Data shall not be altered or corrupted without the prior written consent of the State; (7) measures to protect against destruction, loss or damage of State Data due to potential environmental hazards, such as fire and water damage; (8) staff training to implement the information security measures; and (9) monitoring of the security of any portions of the Contractor systems that are used in the provision of the services against intrusion on a twenty-four (24) hour a day basis. 6.2 Security Breach Notice and Reporting The Contractor shall have policies and procedures in place for the effective management of Security Breaches, as defined below, which shall be made available to the State upon request. In the event of any actual security breach or reasonable belief of an actual security breach the Contractor either suffers or learns of that either compromises or could compromise State Data (a Revised July 28, 2022 Page 33 of 43 “Security Breach”), the Contractor shall notify the State within 24 hours of its discovery. Contractor shall immediately determine the nature and extent of the Security Breach, contain the incident by stopping the unauthorized practice, recover records, shut down the system that was breached, revoke access and/or correct weaknesses in physical security. Contractor shall report to the State: (i) the nature of the Security Breach; (ii) the State Data used or disclosed; (iii) who made the unauthorized use or received the unauthorized disclosure; (iv) what the Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and (v) what corrective action the Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. The Contractor shall provide such other information, including a written report, as reasonably requested by the State. Contractor shall analyze and document the incident and provide all notices required by applicable law. In accordance with Section 9 V.S.A. §2435(b)(3), the Contractor shall notify the Office of the Attorney General, or, if applicable, Vermont Department of Financial Regulation (“DFR”), within fourteen (14) business days of the Contractor’s discovery of the Security Breach. The notice shall provide a preliminary description of the breach. The foregoing notice requirement shall be included in the subcontracts of any of Contractor’s subcontractors, affiliates or agents which may be “data collectors” hereunder. The Contractor agrees to fully cooperate with the State and assume responsibility at its own expense for the following, to be determined in the sole discretion of the State: (i) notice to affected consumers if the State determines it to be appropriate under the circumstances of any particular Security Breach, in a form recommended by the AGO; and (ii) investigation and remediation associated with a Security Breach, including but not limited to, outside investigation, forensics, counsel, crisis management and credit monitoring, in the sole determination of the State. The Contractor agrees to comply with all applicable laws, as such laws may be amended from time to time (including, but not limited to, Chapter 62 of Title 9 of the Vermont Statutes and all applicable State and federal laws, rules or regulations) that require notification in the event of unauthorized release of personally-identifiable information or other event requiring notification. In addition to any other indemnification obligations in this Contract, the Contractor shall fully indemnify and save harmless the State from any costs, loss or damage to the State resulting from a Security Breach or the unauthorized disclosure of State Data by the Contractor, its officers, agents, employees, and subcontractors. 6.3 Security Policies To the extent the Contractor or its subcontractors, affiliates or agents handles, collects, stores, disseminates or otherwise deals with State Data, the Contractor will have an information security policy that protects its systems and processes and media that may contain State Data from internal and external security threats and State Data from unauthorized disclosure, and will have provided a copy of such policy to the State. The Contractor shall provide the State with not less than thirty (30) days advance written notice of any material amendment or modification of such policies. 6.4 Operations Security To the extent the Contractor or its subcontractors, affiliates or agents handles, collects, stores, disseminates or otherwise deals with State Data, the Contractor shall cause an SSAE 18 SOC 2 Type 2 audit report to be conducted annually. The audit results and the Contractor’s plan for addressing or resolution of the audit results shall be shared with the State within sixty (60) days of the Contractor's Revised July 28, 2022 Page 34 of 43 receipt of the audit results. Further, on an annual basis, within 90 days of the end of the Contractor’s fiscal year, the Contractor shall transmit its annual audited financial statements to the State. 6.5 Redundant Backup The Contractor shall maintain a fully redundant backup data center geographically separated from its main data center that maintains near realtime replication of data from the main data center. The Contractor’s backup policies shall be made available to the State upon request. The Contractor shall provide the State with not less than thirty (30) days advance written notice of any material amendment or modification of such policies. 6.6 Vulnerability Testing The Contractor shall run quarterly vulnerability assessments and promptly report results to the State. Contractor shall remediate all critical issues within 90 days, all medium issues within 120 days and low issues within 180 days. Contractor shall obtain written State approval for any exceptions. Once remediation is complete, Contractor shall re-perform the test. 7. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES 7.1 General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no outstanding litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the Deliverables as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the Deliverables or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. 7.2 Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. Revised July 28, 2022 Page