RFP OCS Omnichannel Payment Solution

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 OCS OmniChannel Payment Platform Expected RFP Schedule Summary: ISSUE DATE January 26, 2024, QUESTIONS DUE February 23, 2024, 4:30 pm EST RFP RESPONSES DUE BY April 5, 2024, 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: Roland Ortiz TELEPHONE: (802) 371-8987 E-MAIL: sov.ThePathForward@vermont.gov Use Subject Line: Electronic Payment Platform, Requisition #2024-OCS-OMNICHANNEL-RFP http://bgs.vermont.gov/purchasing http://www.bgs.state.vt.us/pca/bids/bids.php mailto:sov.ThePathForward@vermont.gov 1. OVERVIEW: 1.1. SCOPE AND BACKGROUND: The Agency of Digital Services (ADS), on behalf of the Agency of Human Services (AHS), and the Office of Child Support (OCS), hereinafter the “State” or “OCS” is seeking to establish contracts with one or more companies that can provide an OmniChannel Payment Platform for the Office of Child Support. OCS would like to expand, update, and modernize the current electronic payment options available to their paying customers, on a site that is both easy to use and easy to navigate (for their Payors and their staff), while also reducing operational costs. The scope of this RFP is limited to the electronic payment platform or ePayment Portal only and OCS will not consider information regarding the replacement of their State Disbursement Unit nor their banking and lockbox partners. 1.2. CONTRACT PERIOD: The Contract arising from this RFP will be for an implementation period followed by a 5-year maintenance and operations period with potential for up to two additional 12-month renewal periods. The State anticipates the start date for such Contract will be July 1, 2024. 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 bidders’ conference will not be held. 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 questions indicated on the first page of this RFP. Questions may be e-mailed 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. 2. CURRENT STATE DESCRIPTION: 2.1 Current State Background: The Office of Child Support (OCS) collects and distributes approximately $40 million a year of child support money and serves over 14,000 children. Much of this money is collected and remitted by employers in compliance with income-withholding orders. In other cases, payments are made directly by the parent owing support, known as the Non-Custodial Parent (NCP). Thus, the needs of their payment remitters vary greatly – from global Fortune 500 corporations to seasonal workers without a bank account or smartphone. OCS is interested in an electronic payment solution that offers a wide variety of payment channels, meeting the needs of all customer demographics with user interfaces that appear modern and easy to navigate, which ideally would reduce operational costs and increase child support collections. Data shows that inefficient payment options often lead to customers using methods like checks that delay payments, require time- consuming manual work, slow revenue collection, and increase costs. Self-service payment channels – including payment by interactive voice response (IVR), text, digital wallets, auto-pay, and kiosks at large retailers like Walmart, with efficient user experiences – allow customers to complete payments quickly and easily, driving up usage and adoption. OCS would like to expand, update, and modernize the current electronic payment options available to their paying customers, on a site that is both easy to use and easy to navigate (for their Payors and their staff), while also reducing operational costs. 2.2 Current State Context Diagram of OCS Receipt Options While OCS is looking to update and enhance their existing ePayment Platform option for receiving payments, they wanted to provide a quick overview to show how that one option fits in with the other three ways that they receive payments. The diagram below illustrates all of the various methods in which payments are received by OCS: (1) checks and money orders received by mail; (2) payments made in person at any of their regional office locations; (3) http://www.bgs.state.vt.us/pca/bids/bids.php http://www.bgs.state.vt.us/pca/bids/bids.php payments made via electronic funds transfer (EFT) directly between Payor Banks and SOV Banks 1 and 2, and; (4) electronic payments made through their ePayment Portal. The payment data flows separately and apart from the payment deposits and are broken out in the diagram by color: green arrows indicate payment deposits and blue arrows indicate payment data. Directly following Table 2.2.1 are detailed descriptions for each of the payment options. 2.2.1.1 OCS Check/Money Order by Mail NCPs and Employers can make their payments through check or money order and can submit them to OCS by mail through a PO Box address. The State of Vermont has an existing partnership with TD Bank to handle all OCS payments sent by mail through their Lockbox Services. The Bank 1/Lockbox processes payments each day and deposits the funds into a bank account at TD Bank. They send a payment data report featuring a series of payment batches to the State of Vermont (SOV) each afternoon. The payment data report gets processed each evening and the payments are uploaded into the OCS case management system, ACCESS, where the payments will appear as receipts on each case to which the payments are intended. OCS staff will reconcile the receipts that appear in ACCESS with the bank deposit and will submit daily entries into Vision. Payments made through this mail-in option account for approximately 42% of all payments. 2.2.1.2 OCS In Person Payments Overview NCPs and Employers can make their payments in person at any OCS office location by using Check, Money Order or Cash. Payments are processed internally by OCS staff: payment receipts are manually entered into ACCESS and these funds are deposited by OCS directly to Bank 2. OCS staff will reconcile these in person payment receipts that appear in ACCESS with the bank deposit(s) and will submit daily entries into Vision. Payments made through this in person option account for approximately 2% of all payments. 2.2.1.3 OCS Electronic Funds Transfers (EFT) Overview NCPs and Employers can make their payments through direct bank-to-bank transfers. The EFT payments are received at both Lockbox/Bank 1 and Bank 2 and payment data reports from both banks are sent to SOV each day. The EFT payments get uploaded into ACCESS each evening and appear as receipts on each case to which the payments are intended. OCS staff will reconcile the EFT receipts that appear in ACCESS with the bank deposits and will submit daily entries into Vision. Payments made through this EFT option account for approximately 51% of all payments. 2.2.1.4 OCS ePayment Portal Overview NCPs and Employers can make their payments electronically through the ePayment Portal by using either Credit or Debit Cards or ACH/e-check payments. The ePayment Portal collects payments throughout the day and will send a payment data report to the Bank 1/Lockbox shortly after midnight. The Lockbox/Bank 1 will store the payment data report as a separate and unique payment batch to be included in their daily submission to SOV each afternoon. The actual funding collected through the ePayment Portal gets deposited into the other SOV Bank Partner, Bank 2 - M&T Bank, once the electronic processing is completed. This electronic process takes a few days between payment initiation on the ePayment Portal and final deposit at Bank 2. OCS staff will reconcile the electronic receipts that appear in ACCESS with the ePayment Portal and the bank deposit and will submit daily entries into Vision. Payments made through this ePayment Portal option account for approximately 5% of all payments. The diagram below provides the receipt option path specific to the OCS ePayment Portal. Please note, this is the only payment option that OCS is looking to update and enhance at this time. 2.3 Current State Components for ePayment Portal Any potential new Solution will need to be able to work within the path featured above in Table 2.2.1.4 and each component plays a crucial role with the electronic payments as detailed below: ePayment Portal: Electronic payments can be made through the ePayment Portal at any time, 24 hours each day and 7 days a week. Payment activity data will be sent to their Lockbox partner each business day so that the electronic payment data can be submitted to the State along with the data from the payments processed by the Lockbox each afternoon. The funding for the ePayment Portal payments get processed separately and apart from the payment data, and the funds eventually get deposited into the SOV Bank (M&T Bank). This is the specific payment area in which OCS is looking to expand/replace. Lockbox: Lockbox Services are provided to OCS through an existing State of Vermont Banking Partner, TD Bank. Payment data for these processed payments is captured throughout the day and, once the daily payment processing is complete, the data gets sent to SOV each afternoon. As noted previously, the payment data for the electronic payments made through the OCS ePayment Portal is included in a separate and unique payment batch that is featured in the final data transmission between Bank 1/Lockbox and SOV. The data files then get processed by the State each evening at 6:30 pm at which time the individual payments get applied to the appropriate OCS cases (appearing as receipts) in their mainframe/case management system, ACCESS. ACCESS: The case management system used by OCS is called ACCESS. OCS staff can track all case, court, and payment activities throughout the life cycle of a Child Support case in this system. All payment data that is uploaded in the evenings appear as individual receipts on the identified OCS cases. OCS: OCS staff in the State Disbursement Unit are responsible for ensuring that proper federal guidelines are followed for all payments received and disbursed across all payment platforms. Financial Admin staff conduct daily and monthly reconciliations with all payments (incoming and outgoing) and handle any irregularities and issues through manual entry and intervention. Vision: The Financial Management System used by the State of Vermont is Vision. OCS enters financial information into Vision that reflects all receipts, all disbursements, and the transfer of funds from one account to another. There is no direct link between Vision and ACCESS, so all financial information must be entered manually by OCS staff into Vision each day. Any automatic interface with Vision is unnecessary and is considered to be outside of the scope of this RFP. 2.4 OCS ePayment Portal Summary of Payment Activity – Current State OCS provides the following summary identifying both the average payment amounts and annual quantities of payments broken out by payment type, ACH/e-check and Credit/Debit Card payments, over the past few years: Table 2.4.1 - Summary of ePayment Portal Payments Item Description 2020 2021 2022 2023 ACH/e-check Avg Payment $ amount Qty Payments $379.34 4,308 $391.23 4,886 $387.60 4,726 $346.74 5,229 Credit/Debit Card Avg Payment $ amount Qty Payments $422.10 6,213 $404.56 7,693 $403.71 8,090 $426.73 8,076 Total Quantity of Payment Types combined 10,521 12,579 12,816 13,305 Total $ Collected per year $4,256,266.16 $4,921,290.09 $4,967,446.83 $5,259,362.07 2.5 OCS ePayment Portal Reconciliation Overview – Current State OCS Financial Admin staff (FA III) reconciles the electronic payment activity daily for those processed through ePayment Portal. To do so, OCS must check and compare data from three separate areas: • ePayment Portal/Merchant Services – confirm the daily credit card and ACH payments processed. • Lockbox Data Report – confirm the daily payment activity for the specific cases to which the payments will apply and appear as receipts. • Bank Deposit – confirm the total daily deposits in Bank 2 for credit card and ACH payments processed. FA III staff manually enters the total deposit amount for these electronic payments into the State Financial Management system (Vision) based upon the deposit date; this entry reflects the date that the funds actually arrive in the bank account. The information is gathered across multiple days to ensure that the numbers all match up with one another: • Day One: electronic payment for a case is initiated in ePayment Portal • Day Two am: electronic payment data report is sent to the OCS Lockbox (TD Bank). • Day Two pm: complete payment data report (for ePayment Portal and all payments processed by the Lockbox) is sent to the State; data reports are then processed at 6:30 pm and uploaded to their mainframe/case management system called ACCESS • Day Three: payment receipt data appears in specific OCS cases in ACCESS • Day Four+: electronic payment funds are deposited into the State Credit Card bank account (M&T Bank) FA III staff will compare and reconcile the payment data and funds to ensure that the payment data that appears in ACCESS matches the amount that is initiated through the ePayment Portal and received as a deposit in the Bank. The current ePayment Portal system has some internal coding/programming that can cause rounding issues in some payment allocations. These rounding issues can cause the difference of a penny to be either added to or removed from a receipt in ACCESS, so this reconciliation step is a crucial part of the daily review. 2.6 OCS ePayment Platform Returned/Failed Payments – Current State Electronic payments processed through the OCS ePayment Platform can be returned or rejected by the Bank due to standard ACH return reasons, such as: R01 – Insufficient Funds R02 – Bank Account Closed R03 – No Bank Acct/Unable to Locate Account R04 – Invalid Bank Account Number R08 – Payment Stopped R09 – Uncollected Funds R10 – Customer Advised Not Authorized R20 – Non-Payment Bank Account R29 – Corporate Customer Advises Not Authorized The e-check/ACH payments that are processed through the current ePayment Platform site are not validated or verified in real time, which allows payments to be processed with inaccurate or false bank account data. When the banks discover the issue with inaccurate or false information, the transaction is halted and officially rejected by the bank. Unfortunately, discovery of these types of issues often takes several days following the initial payment process. This means that the payment data has already been transmitted to the Lockbox; payment data has already been uploaded to the mainframe/ ACCESS; the payment has already appeared as a receipt on the individual child support case; and due to strict federal guidelines indicating that payments must be released within 48 hours of receipt, the payment has already been disbursed by OCS to the intended recipient. OCS must then go through a lot of additional work to resolve and attempt to recoup these funds since the deposit never actually happened. While OCS cannot truly avoid the returns for R01-Insufficient funds, they could potentially avoid those other returns such as R02-Bank Account Closed, R03-No Bank Acct/Unable to Locate Account and R04-Invalid Bank Account Number if the e-check/ACH payments were verified and validated in real time. Over the past four years, payment validation would have reduced their electronic payment returns by over 70%. Please see Table 2.6.1 below for details: Table 2.6.1 - Summary of Returned/Rejected ACH Payments – Quantity by Return Reason ePayment Portal Returns/Failed Payments 2020 Qty 2021 Qty 2022 Qty 2023 Qty Total Qty 2020 – 2023 R01-Insufficient Funds 11 8 12 11 42 R02-Closed Bank Account 1 1 1 0 3 R03-No Bank Acct/Unable to Locate Account 25 18 15 9 67 R004-Invalid Bank Account 12 8 14 5 39 Total by Year 49 35 42 25 151 As noted in Table 2.6.1 above, Insufficient Funds returns account for only 42 of 151 returns or 27% of these returns since 2020; leaving 109 of 151 or 73% of the other returns which were potentially avoidable if they had been verified or validated at the time the payments were initiated. OCS would like for any potential Solution to include payment verification and validation. 2.7 OCS Miscellaneous Facts & Information – Current State The approximate number of staff/end point users that will utilize the platform consists of the following: • OCS Staff members: approximately 110 • The current ePayment Portal site contains a database of all of the OCS child support cases: approximately 18K, so anyone wishing to pay child support for a VT child support case should be able to use the new payment solution to do so. There are currently three data files that get sent to the current ePayment Portal vendor via SFTP each workday: • One file contains an updated listing of Employers, payroll frequency, and the cases associated with that employer; approximate file size is 410KB • One file contains an updated listing of Non-Custodial Parent’s names and addresses, case IDs, case status, obligation amounts and past due amounts owed; approximate file size is 1,420KB • One file contains an updated listing of Case IDs; approximate file size is 400KB Currently OCS payors are responsible for paying the convenience fees at the time of payment initiation. Current convenience fees are as follows: • ACH/e-check payments have a $2.00 convenience fee • Credit Card/Debit Card payments have a $5.00 convenience fee It is important to note that when a Non-Custodial Parent is making a payment, the convenience fee is “per payment”, but when an employer is making a payment, the convenience fee is “per employee” in the current system. It is also important to note that OCS currently pays supplemental fees (in addition to the convenience fees paid by their customers) on all credit card/debit card payments. There are currently no supplemental fees paid by OCS for the ACH/e-check payments. Table 2.7.1 below features a summary of the annual quantity of Credit/Debit Card payments, the convenience fees collected from the payors, and the supplemental fees paid by OCS Table 2.7.1 - Summary of Credit Card/Debit Card Payments and Associated Fees Item Description 2020 2021 2022 Quantity of Credit/Debit Card Payments 6,213 7,693 8,090 Convenience Fees paid directly by Payors $32,105 $38,790 $40,570 Supplemental Fees paid by OCS $46,560 $54,580 $57,415 3. SCOPE OF SERVICES OCS is interested in an electronic payment solution that offers a wide variety of payment channels, meeting the needs of all customer demographics with user interfaces that appear modern and easy to navigate, which ideally would reduce operational costs and increase child support collections. Data shows that inefficient payment options often lead to customers using methods like checks that delay payments, require time-consuming manual work, slow revenue collection, and increase costs. Self-service payment channels – including payment by interactive voice response (IVR), text, digital wallets, auto-pay, and kiosks at large retailers like Walmart, with efficient user experiences – allow customers to complete payments quickly and easily, driving up usage and adoption. OCS would like to expand, update, and modernize the current electronic payment options available to their paying customers, on a site that is both easy to use and easy to navigate (for their Payors and their staff), while also reducing operational costs. 3.1 DESIRED OUTCOMES/DETAILED REQUIREMENTS Currently, OCS is seeking to find a new solution to replace their existing electronic payment platform only; they are not looking to replace their existing State Disbursement Unit nor their Lockbox Services or Banking partners. OCS issued an RFI in early 2023 and found that there were several solutions available that would expand, update, and modernize their electronic payment platform and would improve the payment experience for their customers and staff, while also reducing returned payments and operational costs. The State of Vermont/Office of Child Support seeks to achieve the following Business Values: 3.2 Customer Service • Finding a Solution that offers a multitude of self-service payment channels with modern, efficient, easy to navigate interfaces that will increase OCS collections and decrease operational costs. • Finding a Solution that offers self-service payment channels (pay via interactive voice response (IVR), text, digital wallets, automatic recurring payments) and kiosks at large retailers (Walmart, CVS) that allow customers to submit payments quickly and easily. o Kiosks provide OCS with the opportunity to serve their under-banked or cash preferred paying customers. • Finding a Solution that provides flexible payment options via mobile device, text, email, chatbot and kiosk would be a welcomed upgrade to OCS’s current ePayment Platform. OCS customers continue to ask to make payments through more modern methods than just ACH/e-check or Credit/Debit cards and OCS would like to feature additional methods such as: PayPal, PayPal Credit, Venmo, Apple Pay, Google Pay and more. 3.3 Compliance • Finding a Solution that provides an interactive voice response (IVR) system for taking payments by phone would allow OCS to be compliant within current data security standards developed by the Payment Card Industry (PCI). The current ePayment Portal system does not provide this service/option. 3.4 Cost Savings / Risk Reduction • Finding a Solution that verifies ACH/e-check payments in real time would reduce the quantity of returned/failed payments significantly (overall, unavoidable returns for insufficient funds account for only 27% of their returns). Reducing the quantities of OCS’s failed/returned payments would save OCS staff time and operational costs. • The current ePayment Portal system has coding/programming that causes reconciliation issues the occur due to rounding issues in allocations (adding or removing a penny from a payment) or partial payments being dropped and lost between the time that the payment was initiated on the ePayment Portal and the time that the payment data uploads onto the OCS mainframe. Finding a Solution that can address these issues would save a lot of extra work for OCS in the daily reconciliation and manual corrections and would therefore reduce operational costs. • Finding a Solution that provides more services and greater flexibility for payment options would provide a higher value and would better support and justify the amount of supplemental fees that OCS pays in addition to the convenience fees currently paid by OCS paying customers. 3.5 Deliverables The State is committed to working collaboratively with the selected vendor to share information that is required to produce all deliverables. Table 3.4.1 – Required Deliverables Deliverable Title Description Master Test Plan Details the comprehensive testing approach, in collaboration with the State, for all testing levels. Implementation Plan The Implementation Plan (ImP) is a document that describes how the solution will be developed, deployed, installed, and transitioned into an operational system. The plan contains an overview of the system, implementation strategy, descriptions of the major tasks involved in the implementation, the overall resources needed to support the implementation effort (such as hardware, software, facilities, materials, and personnel), and overall schedule of the implementation effort. User Training Plan The User Training Plan (UTP) is a formal document that defines and describes the contractor(s) overall methodology and approach to the development, planning (e.g., annual training schedule), and delivery of user-focused instruction for all system-based and business/process requirements throughout the life cycle of the contract engagement. Additionally, this plan identifies and defines all necessary/critical training materials/modes, user guides, and ancillary materials that the Bidder must construct/develop for user comprehension and retainage of knowledge. Maintenance & Operations Plan The Maintenance and Operations Plan (M&O Plan), subject to State review and approval, should identify and define the contractor(s) overall approach to comprehensive system maintenance of the solution. The M&O Plan should also address the contractor(s) approach to making changes to existing functionality and features that are necessary to continue proper system and/or operational services. The plan should include significant detail around all maintenance activities necessary for successful operations, maintenance, and performance of the system, including but not limited to: a) routine maintenance b) data corrections c) executing maintenance, performance, and defect reports d) system maintenance scheduling/communication to State-authorized stakeholders e) root cause analysis f) applying change requirements to software, hardware, or network upgrades g) configuration changes. Business Continuity/Cyber Incident Report/Disaster Recovery (BC/CIR/DR) Plan Business Continuity and Disaster Recovery Plan (BC/DR) are a set of processes and techniques used to help the contractor(s) and the State recover from a disaster, specific testing plans/schedules for bringing systems back to operational status, in order for the systems to continue and/or resume routine business operations. The solution contractor(s) will provide, test, update, maintain, and submit, a Business Continuity (BC)/Disaster Recovery (DR) Plan that is aligned to NIST CP-2, current version of NIST-800-53, and current version of MARS-E standards; and meet all Federal and State standards, on an annual basis or more frequently as directed by the State, such as after a major system change that materially affects the DR/BC Plan. Migration Plan The Migration Plan (MiP) defines the contractor(s) approach for migrating or converting data and metadata from legacy systems to the new solution. This includes outlining tools, roles, responsibilities, and processes for data migration and conversion. Roles & Responsibilities (RACI) RACI demonstrating roles and responsibilities of the project team Meeting Minutes A comprehensive record documenting discussions, decisions, and action items from project meetings. Status Reporting Includes weekly documentation and communication of the current progress, achievements, challenges, and upcoming tasks of the project. Implementation Activities & Sequencing Inputs of implementation activities and sequencing to Master Project Schedule Risk Log* Log documenting project risks Issues Log* Log documenting project issues Decision Log* Log documenting project decisions Change Log* Log documenting project change Formal Acceptance Sign- off Acceptance and sign-off of tasks and solution product as needed. Lessons Learned Lessons learned documented formally during each phase of implementation and as needed thereafter. Closeout Report Project closeout report following the end of implementation. Interface Plan Detailed Interface Control Document (ICD) definitions for each interface with support from the external system resources. Capacity Management Plan Documents the current state of system capacity, analytics on forecasted demand and growth, a gap analysis identifying potential risks and mitigations, and a strategy and action plan defining the approach to address any identified gaps the actions and resources needed to close the gaps and ensure adequate capacity for the systems and services. The plan must be regularly evaluated and revised to reflect changing needs and circumstances. Availability Plan Specifies Availability objectives based on the SLA, the architecture requirements for high availability and Disaster Recovery/Business Continuity, the processes and procedures for Availability Management, and stakeholder roles and responsibilities. Transition-Out Plan The solution contractor(s) will provide a Transition-Out Plan for approval by the State that complies with the VT-IES solution architectural design prior to production support commencement. The Plan will contain transition task descriptions and processes, an organization chart, and job descriptions for all support staff. The State will provide electronic notice if it wishes this transition to be evaluated or enacted. * Post implementation. 3.6 Functional and Non-Functional Requirements • The State’s Functional and Non-Functional Requirements are provided in the attached State of Vermont Bidder Response Form (Exhibit A). 4. GENERAL REQUIREMENTS: 4.1 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. 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. a. 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. b. Retainage. In the discretion of the State, a contract resulting from this RFP may provide that the State withhold a percentage 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. 4.2 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. a. 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. b. Presentation. An in-person or webinar presentation by the Bidder may be requested by the State if it will help the State’s evaluation process. The State will factor information presented during presentations into the evaluation. Bidders will be responsible for all costs associated with providing the presentation. 4.3 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. a. 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. b. 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 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. 4.4 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. 4.5 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. a. 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. CRITERIA FOR SCORING Total Points by Section Vendor Profile: Experience, Financial Strength, References 15 Rating based upon the Bidder Response Form: • Part 1 Vendor Profile Vendor Proposal/Solution, Requirements, and Maintenance/Support Services 35 Rating based upon the Bidder Response Form: • Part 2 Vendor Proposal • Part 3 Functional Requirements • Part 4 Non-Functional Requirements • Part 7 Maintenance and Support Services Professional Implementation Services: Project Management & Technical Services 20 Rating based upon the Bidder Response Form: • Part 5 Implementation/Project Management • Part 6 Technical Services Pricing 30 Rating based upon the Bidder Response Form: • Part 8 Pricing Acceptance and Adherence Pass/Fail • Part 9 Terms and Conditions • Part 10 Certificate of Compliance 4.6 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. 4.7 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. 4.8 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 the Agency of Digital Services. a. 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/ . b. The contract will obligate the bidder to provide the services and/or products identified in its bid, at the prices listed. c. 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. d. 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. 4.9 DEMONSTRATION: An in-person or webinar demonstration by the Bidder may be requested 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. 4.10 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. 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. 5. 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. 5.1 The bid should include a Cover Letter and Technical Response and Price Schedule. 5.2 COVER LETTER: a. 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). b. 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. c. 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 the cover letter to the RFP response. Failure to note exceptions when responding to the https://sos.vermont.gov/corporations/registration/ http://tax.vermont.gov/ 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. 5.3 TECHNICAL RESPONSE. In response to this RFP, a Bidder shall: a. Provide details concerning your form of business organization, company size and resources. b. Describe your capabilities and particular experience relevant to the RFP requirements. 1) Identify all current or past State projects. c. 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.b above. 5.4 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. 5.5 REPORTING REQUIREMENTS: Provide a sample of any reporting documentation that may be applicable to the Detailed Requirements of this RFP. 5.6 PRICE SCHEDULE: Bidders shall submit their pricing information in the Price Schedule attached to the RFP. 5.7 CERTIFICATE OF COMPLIANCE: This form must be completed and submitted as part of the response for the proposal to be considered valid. 5.8 STATE OF VERMONT BIDDER RESPONSE FORM (EXHIBIT A): (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. When required, this form will prompt Bidders to supply the information required in the above RFP sections 4.3 through 4.7. 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. 6. SUBMISSION INSTRUCTIONS: 6.1 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. a. 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. b. 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. 6.2 BID DELIVERY INSTRUCTIONS: a. ELECTRONIC: Only electronic bids will be accepted. 1) E-MAIL BIDS. Emailed bids will be accepted. Bids will be accepted via email submission to sov.ThePathForward@vermont.gov. Bids must consist of a single email with a single, digitally searchable PDF attachment containing all components of the bid. Multiple emails and/or multiple attachments will not be accepted. There is an attachment size limit of 40 MB. It is the Bidder’s https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 mailto:sov.ThePathForward@vermont.gov responsibility to compress the PDF file containing its bid if necessary in order to meet this size limitation. 2) FAX BIDS: Faxed bids will not be accepted. 6.3 BID SUBMISSION CHECKLIST:  Cover Letter  Redacted Technical Response, if applicable  State of Vermont Bidder Response Form (Exhibit A) and Attachments o A Financial Statement (and a confidentiality statement if, the financial information is considered non-public) labeled Attachment #1. o A Road Map labeled Attachment #2. o Executive PowerPoint labeled Attachment #3. o A proposed list of project phases, tasks and an implementation timeline labeled Attachment #4. o Project Manager resume labeled Attachment #5. o An Implementation plan labeled Attachment #6. o Technical Resource Resumes labeled Attachment #7. o Bidder’s Service Level Agreement (SLA) labeled Attachment #8. o Certificate of Compliance (included in Bidder Response Form) o Subcontractor Reporting Form (included in Bidder Response Form). 7. ATTACHMENTS: 7.1 State of Vermont Bidder Response Form (Exhibit A). 7.2 Standard State Contract with associated attachments. STATE OF VERMONT Contract # ________ Page 1 of 18 Revision Date December 13, 2023 STANDARD CONTRACT FOR TECHNOLOGY SERVICES 1. Parties. This is a contract for services between the State of Vermont, _____________ (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 _____________. 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 Technical and Functional Requirements o Exhibit 2 – Preliminary Implementation Master Schedule 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 12/7/2023) “State of Vermont – Federal Terms Supplement (non-construction)” Attachment D – Other Terms and Conditions for Information Technology Contracts Attachment F – Agency of Human Services’ Customary Contract/Grant Provisions 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: STATE OF VERMONT Contract # ________ Page 2 of 18 Revision Date December 13, 2023 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) “State of Vermont – Federal Terms Supplement (non-construction)” 5) Attachment F 6) Attachment A with Exhibits 7) Attachment B 8) 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: STATE OF VERMONT Contract # ________ Page 3 of 18 Revision Date December 13, 2023 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 _______________________ (the “Solution”). The Solution shall ________________________________. The Contractor shall provide [development and design services, project and operations management, support and maintenance, consulting, training, engineering and application development , monitoring, support, backup and recovery, change management, technology updates and upgrades and other professional services as described herein] (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. [DESCRIBE] 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; requirements collection and validation, Solution design, data migration, configuration, 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 timeframes 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 STATE OF VERMONT Contract # ________ Page 4 of 18 Revision Date December 13, 2023 shall begin [upon Solution deployment] and shall continue through the Contract Term as the same may be extended by the parties. 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 OF VERMONT Contract # ________ Page 5 of 18 Revision Date December 13, 2023 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. (i) "Go Live Date." The date that the 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 five project Phases are [Solution Definition and Design, Requirements Gathering, Customization, Deployment, Training and Maintenance and Support]. (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. STATE OF VERMONT Contract # ________ Page 6 of 18 Revision Date December 13, 2023 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. 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) STATE OF VERMONT Contract # ________ Page 7 of 18 Revision Date December 13, 2023 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 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. STATE OF VERMONT Contract # ________ Page 8 of 18 Revision Date December 13, 2023 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 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 timeframe 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 Check At the end of each Phase, the Contractor Project Manager shall submit an audit of all deliverables and milestones achieved during the Phase to the State Project manager for review. Once per phase. 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. STATE OF VERMONT Contract # ________ Page 9 of 18 Revision Date December 13, 2023 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 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. STATE OF VERMONT Contract # ________ Page 10 of 18 Revision Date December 13, 2023 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 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 STATE OF VERMONT Contract # ________ Page 11 of 18 Revision Date December 13, 2023 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 The State and Contractor Project Managers will arrange for kick-off 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 STATE OF VERMONT Contract # ________ Page 12 of 18 Revision Date December 13, 2023 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 kick- off 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. 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, STATE OF VERMONT Contract # ________ Page 13 of 18 Revision Date December 13, 2023 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. [DESCRIBE PROJECT PHASES AND DELIVERABLES FOR EACH PHASE; THIS SECTION SHOULD INCLUDE PAYMENT MILESTONES WHICH ARE THEN REITERATED IN ATTACHMENT B WITH PAYMENT AMOUNTS] 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.” PHASE ESTIMATED DATES PHASE DESCRIPTION [Initiation] Kick-off meeting, Planning and preparation of project management planning documentation. [Requirements Gathering] Contractor performs necessary requirements gathering 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). STATE OF VERMONT Contract # ________ Page 14 of 18 Revision Date December 13, 2023 PHASE ESTIMATED DATES PHASE DESCRIPTION [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 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 STATE OF VERMONT Contract # ________ Page 15 of 18 Revision Date December 13, 2023 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 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 STATE OF VERMONT Contract # ________ Page 16 of 18 Revision Date December 13, 2023 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 [NOTE: AS EXPLAINED HEREIN, THIS SECTION IS NOT APPLICABLE FOR ANY AND EVERY RFP AND SHOULD BE DELETED AS APPROPRIATE] 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: STATE OF VERMONT Contract # ________ Page 17 of 18 Revision Date December 13, 2023 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. STATE OF VERMONT Contract # ________ Page 18 of 18 Revision Date December 13, 2023 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: ________________ 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: • Specify Milestone Deliverable Payment Schedule, retainage (if any) and release point(s). • Hardware/Software • Monthly Services • Other Included Services • Optional Services • Withheld Amount 5. EXPENSES: The fee for services shall be inclusive of Contractor expenses. 6. RETAINAGE: In the discretion of the State, a contract resulting from this RFP may provide that the State withhold a percentage 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. IF AGENCY/DEPT KNOWS AT THE TIME OF RFP THAT IT WILL REQUIRE PARTICULAR RETAINAGE PROVISIONS, IT SHOULD SPECIFY THOSE DETAILS IN ATTACHMENT B OF THE STANDARD CONTRACT FORM THAT WILL BE ATTACHED TO THIS RFP. Attachment C - Page 1 of 5 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 7, 2023 1. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor, Grantee, or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. “Agreement” shall mean the specific contract or grant to which this form is attached. 2. Entire Agreement: This Agreement, whether in the form of a contract, State-funded grant, or Federally-funded grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect. Where an authorized individual is either required to click-through or otherwise accept, or made subject to, any electronic terms and conditions to use or access any product or service provided hereunder, such terms and conditions are not binding and shall have no force or effect. Further, any terms and conditions of Party’s invoice, acknowledgment, confirmation, or similar document, shall not apply, and any such terms and conditions on any such document are objected to without need of further notice or objection. 3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont without resort to conflict of laws principles. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State regarding its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial. 4. Sovereign Immunity: The State reserves all immunities, defenses, rights, or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights, or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement. 5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The