AOT VTrans State Highway Access and Work Permit (S1111) System

1 Department of Buildings and General Services Agency of Administration Office of Purchasing & Contracting 133 State Street, 5th Floor | Montpelier VT 05633-8000 802-828-2211 phone |802-828-2222 fax http://bgs.vermont.gov/purchasing SEALED BID REQUEST FOR PROPOSAL AOT VTrans State Highway Access and Work Permit (S1111) System ISSUE DATE December 1, 2022 QUESTIONS DUE December 8, 2022– 3:00PM (EST) RFP RESPONSES DUE BY December 29, 2022– 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 WEBPAGEFOR ANY AND ALL NOTIFICATIONS, RELEASES AND

ADDENDUMS ASSOCIATED WITH THIS RFP. STATE CONTACT: Stephen Fazekas TELEPHONE: (802) 279-7075 E-MAIL: stephen.fazekas@vermont.gov FAX: (802) 828-2222 http://bgs.vermont.gov/purchasing http://www.bgs.state.vt.us/pca/bids/bids.php mailto:stephen.fazekas@vermont.gov 1. OVERVIEW: 1.1. SCOPE AND BACKGROUND: Through this Request for Proposal (RFP) the Agency of Transportation (hereinafter the “State”) is seeking to establish contracts with one or more companies that can provide AOT VTrans a State Highway Access and Work Permit (S.1111) solution. Currently, VTrans receives 19 V.S.A. §1111 permit applications by standard mail or PDF submission and accepts only paper checks for those subject to a fee. The current process can be slow, requires several manual steps including generating receipts, transferring of the checks to the business office, database entry, permit generation, and managing queries and spreadsheets for program metrics and compliance. VTrans is seeking an internally and externally facing online solution whereby these permits may be applied for, reviewed, approved, paid for, issued, and maintained. Permits that have closed should be archived using the Agency of Transportation’s OnBase system. 1.2. SOLUTION TYPES: Only Software as a Service (SaaS), Commercial Off the Shelf (COTS) solutions, or solutions based on the State’s Enterprise CRM platform (Salesforce) will be considered. 1.3. CONTRACT PERIOD: Any Contract(s) arising from this RFP will be for the implementation period plus 5 YEARS after acceptance of the final production release. The State anticipates the start date for such contract(s) will be March 1, 2023. 1.4. 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. 1.5. QUESTION AND ANSWER PERIOD: Any bidder requiring clarification of any section of this RFP or wishing to comment on any requirement of the RFP must submit specific questions in writing no later than the deadline for question indicated on the first page of this RFP. Questions may be 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. REQUIREMENTS/DESIRED OUTCOMES: 2.1. The State of Vermont seeks to achieve the following Business Value(s): 2.1.1. Development of an IT solution for 19 V.S.A. §1111 permits that aligns with the State's Strategic Plan goals for continuous improvements and innovation resulting in the modernization of systems and processes that improve efficiency in government, provide more efficient and effective services and improve customer service. 2.1.2. Development of an electronic application system to serve the four Sections within the Agency responsible for the issuance of 19 V.S.A. §1111 permits will result in creating a unified system for both internal and external users. This improvement over the current practice will result in efficiencies (staff time), transparency (customers can view status), and uniform tracking for all 19 V.S.A. §1111 permits (real-time metrics/dashboard). System will allow the upload of documents for submission. 2.1.3. Electronic payment will streamline payment processing at the time of permit submission. Automated notification will return a receipt to the applicant confirming payment and application receipt. 2.1.4. System development would include email notifications for permit compliance requirements (meetings/inspections) and required target dates for utility relocations on highway projects, thereby ensuring work is done as required and in the expected time frame. Electronic format will ensure consistency in data across all Sections– with mandatory field requirements being completed by both https://legislature.vermont.gov/statutes/section/19/011/01111#:~:text=Title%2019%20%3A%20Highways%20Chapter%20011%20%3A%20Protection,adjustment%20orders%20%28a%29%20Permits%3B%20relocation%20or%20adjustment%20orders. http://www.bgs.state.vt.us/pca/bids/bids.php http://www.bgs.state.vt.us/pca/bids/bids.php internal and external users. Accurate data will aid in the future development of GIS data layer for permits across the State. 2.1.5. A new electronic system will provide customer with a more interactive experience. Features such as information buttons, required field notification, ability to upload documents with permit, electronic payment, walk-through questions specific to their work request, email notification to stay on track and in compliance with the permit requirements, and real-time tracking of their permit's status will improve on the current process timeline and provide for quicker feedback on what may be needed for issuance. 2.2. Requirements 2.2.1. The State’s Functional and Non-Functional Requirements are provided in the attached State of Vermont Bidder Response Form (Exhibit C). 2.2.2. The Non-Functional Requirements include requirements for the following: 2.2.2.1. Testing: The Contractor shall be required to perform testing on the software prior to releasing it to the State. This includes the following: • Generation and execution of test plans which address: • Unit testing • API testing • Integration testing • System testing • Regression testing A product will not be considered ready for release until all test plans have been fully executed and pass without detected defects. The State of Vermont will be performing testing in parallel to the testing performed by the vendor. In the event a product is released, and defects are detected, in addition to the defect remediation, the Contractor shall produce a Plan of Action and Milestones (POAM) to address the shortcomings in the test plan which will identify the root cause failure of the plan to detect the defect and provide a framework and path to address the issue moving forward. 2.2.2.2. Security: A penetration test of the application will be conducted before go-live. All Critical and High findings are to be remediated before go-live, with any medium and low being remediated within 60 days of go-live. This penetration may be conducted by a third party under contract with the State. Contractor will cooperate fully with whomever will be conducting the penetration test in order to achieve a thorough test and quality and timely remediation of findings. 2.2.2.3. Data Compliance: Solutions must adhere to applicable State and Federal standards, policies, and laws. The Bidder Response Form includes a table of data types and their applicable State and Federal standards, policies, and laws. The boxes in the table that are checked are the ones that are applicable to this procurement 2.3. Additional Requirements for State of Vermont Enterprise CRM based (Salesforce) solutions: The following requirements apply to Salesforce CRM based solutions only. If the proposal is not based on the Salesforce CRM, indicate so in section 4.4 of the attached State of Vermont Bidder Response Form (Exhibit C). 2.3.1. Salesforce Platform Requirements: The State has implemented a Salesforce environment that supports applications across many State Agencies. Contractor is expected to employ Salesforce best practices and transfer such knowledge to the State team to help lay a strong foundation for future expansion of the Salesforce platform as well as increasing levels of in-house development competencies. Contractor shall collaborate with the State to enable continuous and concurrent development projects. Azure DevOps will be used to manage Epics/User Stories/Business Rules/Bugs/Issue Tracking/Test Cases etc. Azure may hold the master GIT version control repository (Version Control System), but the Contractor shall not manage the repository directly. The State shall grant permissions as needed allowing the Contractor repository access to perform development tasks in environments not containing State data unless specifically granted on a case-by-case basis. All development work that is ready for testing/deployment will be migrated between environments in adherence with the State release management policies and procedures. The use of offshore resources shall be limited to accessing only development environments that do not transmit, process, or store state data. All Salesforce implementation projects shall comply with the statewide platform requirements found in the non-functional requirements attached to this SOW RFP. 2.3.2. Any Salesforce-based solution will be a low to no-code solution with minimal custom coding including Apex code and rely primarily on out-of-the-box functionality of Salesforce apps and components. 2.3.3. Azure Dev Ops: The State of Vermont generally administers all requirement traceability in Azure DevOps, All proposals should indicate in section 4.4 of the attached State of Vermont Bidder Response Form (Exhibit C) the method by which requirements traceability is maintained if Azure DevOps is not part of the vendor’s normal development platform. Salesforce projects are administered using Microsoft Azure DevOps for requirements traceability to record and manage requirements from the contract through promotion to production. Our ADO practices align business goals with Agile processes to plan and manage the Software Development Lifecycle (SDLC). Our ADO environment enables project teams to collaborate and coordinate application lifecycle phases. The phases are: Plan, Develop, Test, Deliver, Operate Plan – Team envisions the desired business capabilities. Agile or Scrum methodology is used to track progress, create backlogs, perform backlog grooming, perform sprint retrospectives, manage bugs, and assign tasks. Kanban boards provide dashboards to visualize progress and identify bottlenecks. Develop – Coding involves these steps: Writing code, reviewing/ testing and integration. Intent is to innovate delivery processes that allow for test automation and continuous integration. Test - Testing Involves these steps: Developer unit testing (Contractor), functional testing (SOV), development of test cases (Contractor), Application testing (Contractor), development of business scenarios from test cases (SOV), user acceptance testing (SOV), demonstration acceptance testing, INT smoke testing (Contractor), STAGE regression testing (SOV), PROD smoke testing (Contractor), and PROD final acceptance testing (SOV). Deliver – Team utilizes repeatable processes to consistently deploy applications into production environments. Examples of processes utilized are continuous integration and continuous development. Operate – Maintenance and Operations (M&O) of production environments. Practices such as monitoring/alerting allow the identification of issues before production environments are affected. Our management of the delivery pipeline is accomplished by enabling faster deployment times, lowering failure ratios of new releases and managing lead times between fixes. Azure DevOps also serves as the version control system (Git) for both the Contractor and the State. The State has several sandbox environments for Salesforce development and has a defined release management process using Copado, which is also integrated with Azure DevOps. Contractor must use the State’s Azure DevOps tool to store all Epics, User Stories, Business Rules, and test cases. Contractor must direct and support release management activities using the State's Azure DevOps tool, in alignment with the state release model for continuous implementation & integration, and train state staff in such activities. Release management tasks and deliverables include creating and executing test cases, implementing a formal deployment process, tracking use cases & requirements, and reporting issues while also leveraging Salesforce.com (SFDC) ability to track changes for audit purposes. User acceptance testing may be performed within or outside Azure DevOps (See "Testing" below.) 2.3.4. Copado Process Minimum Requirements The SOV Salesforce platform will be using Copado for release management. Copado has two-way integration with Azure DevOps (ADO). The ONLY deployable work items are User Stories (for requirements) and Bugs (for defects). Epics and Features provide an easy way to plan future work and roll up user stories for tracking and reporting. Tasks provide a way to track daily work and communicate on project details. It’s highly recommended for every project to start with Epics, break those into features, and then the features to User Stories to create the backlog. 3. GENERAL REQUIREMENTS: 3.1. PRICING: Bidders must price the terms of this solicitation at their best pricing. Any and all costs that Bidder wishes the State to consider must be submitted for consideration. If applicable, all equipment pricing is to include F.O.B. delivery to the ordering facility. No request for extra delivery cost will be honored. All equipment shall be delivered assembled, serviced, and ready for immediate use, unless otherwise requested by the State. 3.1.1. Prices and/or rates shall remain firm for the initial term of the contract. The pricing policy submitted by Bidder must (i) be clearly structured, accountable, and auditable and (ii) cover the full spectrum of materials and/or services required. 3.1.2. Cooperative Agreements. Bidders that have been awarded similar contracts through a competitive bidding process with another state and/or cooperative are welcome to submit the pricing in response to this solicitation. 3.1.3. Retainage. In the discretion of the State, a contract resulting from this RFP 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. 3.2. STATEMENT OF RIGHTS: The State shall have the authority to evaluate Responses and select the Bidder(s) as may be determined to be in the best interest of the State and consistent with the goals and performance requirements outlined in this RFP. The State of Vermont reserves the right to obtain clarification or additional information necessary to properly evaluate a proposal. Failure of bidder to respond to a request for additional information or clarification could result in rejection of that bidder's proposal. To secure a project that is deemed to be in the best interest of the State, the State reserves the right to accept or reject any and all bids, in whole or in part, with or without cause, and to waive technicalities in submissions. The State also reserves the right to make purchases outside of the awarded contracts where it is deemed in the best interest of the State. 3.2.1. Best and Final Offer (BAFO). At any time after submission of Responses and prior to the final selection of Bidder(s) for Contract negotiation or execution, the State may invite Bidder(s) to provide a BAFO. The state reserves the right to request BAFOs from only those Bidders that meet the minimum qualification requirements and/or have not been eliminated from consideration during the evaluation process. 3.2.2. Presentation. An in-person or webinar presentation by the Bidder may be required by the State if it will help the State’s evaluation process. The State will factor information presented during presentations into the evaluation. Bidders will be responsible for all costs associated with providing the presentation. 3.3. WORKER CLASSIFICATION COMPLIANCE REQUIREMENTS: In accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54), Bidders must comply with the following provisions and requirements. 3.3.1. Self Reporting: For bid amounts exceeding $250,000.00, Bidder shall complete the appropriate section in the attached Certificate of Compliance for purposes of self-reporting information relating to past violations, convictions, suspensions, and any other information related to past performance relative to coding and classification of workers. The State is requiring information on any violations that occurred in the previous 12 months. 3.3.2. Subcontractor Reporting: For bid amounts exceeding $250,000.00, Bidders are hereby notified that upon award of contract, and prior to contract execution, the State shall be provided with a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). This requirement does not apply to subcontractors providing supplies only and no labor to the overall contract or project. This list MUST be updated and provided to the State as additional subcontractors are hired. A sample form is available online at http://bgs.vermont.gov/purchasing-contracting/forms. The subcontractor reporting form is not required to be submitted with the bid response. 3.4. EXECUTIVE ORDER 05-16: CLIMATE CHANGE CONSIDERATIONS IN STATE PROCUREMENTS: For bid amounts exceeding $25,000.00 Bidders are requested to complete the Climate Change Considerations in State Procurements Certification, which is included in the Certificate of Compliance for this RFP. After consideration of all relevant factors, a bidder that demonstrates business practices that promote clean energy and address climate change as identified in the Certification, shall be given favorable consideration in the competitive bidding process. Such favorable consideration shall be consistent with and not supersede any preference given to resident bidders of the State and/or products raised or manufactured in the State, as explained in the Method of Award section. But, such favorable consideration shall not be employed if prohibited by law or other relevant authority or agreement. 3.5. METHOD OF AWARD: Awards will be made in the best interest of the State. The State may award one or more contracts and reserves the right to make additional awards to other compliant bidders at any time if such award is deemed to be in the best interest of the State. All other considerations being equal, preference will be given first to resident bidders of the state and/or to products raised or manufactured in the state, and then to bidders who have practices that promote clean energy and address climate change, as identified in the applicable Certificate of Compliance. 3.5.1. Evaluation Criteria: Consideration shall be given to the Bidder’s project approach and methodology, qualifications and experience, ability to provide the services within the defined timeline, cost, and/or success in completing similar projects, as applicable, and to the extent specified below. The responses will be evaluated based on the following: Rating Criteria Weight Factor Vendor Profile: Experience, References (Bidder Response Form Part 1) 20 Vendor Profile: Financial Strength (Bidder Response Form Part 1) 10 Vendor Proposal/Solution and ability to meet the State’s Functional and Non- Functional Requirements (Bidder Response Form Part 2-4) 25 Professional Implementation Services: Project Management and Technical services (Bidder Response Form Part 5 and 6) 15 Maintenance and Support Services (Bidder Response Form Part 7) 10 Pricing, includes licensing, maintenance and warranty (Bidder Response Form Part 8) 20 Vendor Demonstration (for finalists) Will be separately evaluated for finalists The State will not consider any prompt payment discounts terms proposed by the offeror in evaluating cost. The lowest cost proposal will receive the maximum number of points allocated to cost. The State will evaluate the point allocations for cost according to the method set forth in the RFP. 3.6. CONTRACT NEGOTIATION: Upon completion of the evaluation process, the State may select one or more bidders with which to negotiate a contract, based on the evaluation findings and other criteria deemed relevant for ensuring that the decision made is in the best interest of the State. In the event State is not successful in negotiating a contract with a selected bidder, the State reserves the option of negotiating with another bidder, or to end the proposal process entirely. 3.7. COST OF PREPARATION: Bidder shall be solely responsible for all expenses incurred in the preparation of a response to this RFP and shall be responsible for all expenses associated with any presentations or demonstrations associated with this request and/or any proposals made. 3.8. CONTRACT TERMS: The selected bidder(s) will be expected to sign a contract with the State, including the Standard Contract Form and Attachment C as attached to this RFP for reference. If IT Attachment D is included in this RFP, terms may be modified based upon the solution proposed by the Bidder, subject to approval by the Agency of Digital Services. 3.8.1. Business Registration. To be awarded a contract by the State of Vermont a bidder (except an individual doing business in his/her own name) must be registered with the Vermont Secretary of State’s office https://sos.vermont.gov/corporations/registration/and must obtain a Contractor’s Business Account Number issued by the Vermont Department of Taxes http://tax.vermont.gov/ . 3.8.2. The contract will obligate the bidder to provide the services and/or products identified in its bid, at the prices listed. 3.8.3. Payment Terms. Percentage discounts may be offered for prompt payments of invoices; however, such discounts must be in effect for a period of 30 days or more in order to be considered in making awards. 3.8.4. Quality. If applicable, all products provided under a contract with the State will be new and unused, unless otherwise stated. Factory seconds or remanufactured products will not be accepted unless specifically requested by the purchasing agency. All products provided by the contractor must meet all federal, state, and local standards for quality and safety requirements. Products not meeting these standards will be deemed unacceptable and returned to the contractor for credit at no charge to the State. 3.9. DEMONSTRATION: An in-person or webinar demonstration by the Bidder may be required by the State if it will help the State’s evaluation process. The State will factor information presented during demonstrations into the evaluation. Bidder will be responsible for all costs associated with the providing the demonstration. 3.10. INDEPENDENT REVIEW: Certain State information technology projects require independent expert review as described under 3 V.S.A. § 3303(d). Such review, if applicable, will inform the State’s decision to award any contract(s) resulting from this RFP 4. CONTENT AND FORMAT OF RESPONSES: The content and format requirements listed below are the minimum requirements for State evaluation. These requirements are not intended to limit the content of a Bidder’s proposal. Bidders may include additional information or offer alternative solutions for the State’s consideration. However, the State discourages overly lengthy and costly proposals, and Bidders are advised to include only such information in their response as may be relevant to the requirements of this RFP. 4.1. The bid should include a Cover Letter and Technical Response and Price Schedule. 4.2. COVER LETTER: 4.2.1. Confidentiality. To the extent your bid contains information you consider to be proprietary and confidential, you must comply with the following requirements concerning the contents of your cover letter and the submission of a redacted copy of your bid (or affected portions thereof). 4.2.2. All responses to this RFP will become part of the contract file and will become a matter of public record under the State’s Public Records Act, 1 V.S.A. § 315 et seq. (the “Public Records Act”). If your response must include material that you consider to be proprietary and confidential under the Public https://sos.vermont.gov/corporations/registration/ http://tax.vermont.gov/ 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. 4.2.3. Exceptions to Contract Terms and Conditions. If a Bidder wishes to propose an exception to any terms and conditions set forth in the Standard Contract Form and its attachments, such exceptions must be included in the cover letter to the RFP response. Failure to note exceptions when responding to the RFP will be deemed to be acceptance of the State contract terms and conditions. If exceptions are not noted in the response to this RFP but raised during contract negotiations, the State reserves the right to cancel the negotiation if deemed to be in the best interests of the State. Note that exceptions to contract terms may cause rejection of the proposal. 4.3. TECHNICAL RESPONSE. In response to this RFP, a Bidder shall: 4.3.1. Provide details concerning your form of business organization, company size and resources. 4.3.2. Describe your capabilities and particular experience relevant to the RFP requirements. 4.3.2.1. Identify all current or past State projects. 4.3.3. Identify the names of all subcontractors you intend to use, the portions of the work the subcontractors will perform, and address the background and experience of the subcontractor(s), as per RFP section 4.3.2 above. 4.4. REFERENCES. Provide the names, addresses, and phone numbers of at least three companies with whom you have transacted similar business in the last 12 months. You must include contact names who can talk knowledgeably about performance. 4.5. REPORTING REQUIREMENTS: Provide a sample of any reporting documentation that may be applicable to the Detailed Requirements of this RFP. 4.6. PRICE SCHEDULE: Bidders shall submit their pricing information in the Price Schedule attached to the RFP. 4.7. CERTIFICATE OF COMPLIANCE: This form must be completed and submitted as part of the response for the proposal to be considered valid. 4.8. STATE OF VERMONT BIDDER RESPONSE FORM: This form must be completed and submitted as part of the response for the proposal to be considered valid. The State of Vermont Bidder Response Form provides a standard format and content for bidder proposals. 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. 5. SUBMISSION INSTRUCTIONS: 5.1. CLOSING DATE: Bids must be received by the State by the due date specified on the front page of this RFP. Late bids will not be considered. 5.1.1. The State may, for cause, issue an addendum to change the date and/or time when bids are due. If a change is made, the State will inform all bidders by posting at the webpage indicated on the front page of this RFP. 5.1.2. There will not be a public bid opening. However, the State will record the name, city and state for any and all bids received by the due date. This information will be posted as promptly as possible following the due date online at: https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 . Bidders are hereby notified to review the information posted after the bid opening deadline to confirm https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 receipt of bid by the State. Any bidder that submitted a bid, and is not listed on the bid tabulation sheet, shall promptly notify the State Contact listed on the front page of this RFP. Should a bidder fail to notify the State Contact listed on the front page of this RFP within two weeks of posting the bid tabulation sheet, the State shall not be required to consider the bid. 5.2. STATE SECURITY PROCEDURES: Please be advised extra time will be needed when visiting and/or delivering information to State of Vermont offices. All individuals visiting State offices must present a valid government issued photo ID when entering the facility. 5.2.1. State office buildings may be locked or otherwise closed to the public. If this RFP permits hand delivery of bids, delivery instructions will be posted at the entrance to the State facility. Any delay caused by State Security Procedures will be at the bidder’s own risk. 5.3. BID DELIVERY INSTRUCTIONS: 5.3.1. ELECTRONIC: Electronic bids will be accepted. 5.3.1.1. 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 responsibility to compress the PDF file containing its bid if necessary, in order to meet this size limitation. 5.3.1.2. FAX BIDS: Faxed bids will not be accepted. 5.4. U.S. MAIL OR EXPRESS DELIVERY OR HAND DELIVERY: 5.4.1. All paper format bids must be addressed to the State of Vermont, Office of Purchasing & Contracting, 133 State Street, 5th Floor, Montpelier, VT 05633-8000. BID ENVELOPES MUST BE CLEARLY MARKED ‘SEALED BID’ AND SHOW THE REQUISITION NUMBER AND/OR PROPOSAL TITLE, OPENING DATE AND NAME OF BIDDER. 5.4.2. NUMBER OF COPIES: 5.4.3. For bids submitted via mail, express, or in-hand, submit an unbound original (clearly marked as such) and three (3) paper copies and one digital copy in PDF, CD-ROM, or USB flash drive copy 5.4.4. Paper Format Delivery Methods: 5.4.4.1. U.S. MAIL: Bidders are cautioned that it is their responsibility to originate the mailing of bids in sufficient time to ensure bids are received and time stamped by the Office of Purchasing & Contracting prior to the time of the bid opening. 5.4.4.2. EXPRESS DELIVERY: If bids are being sent via an express delivery service, be certain that the RFP designation is clearly shown on the outside of the delivery envelope or box. Express delivery packages will not be considered received by the State until the express delivery package has been received and time stamped by the Office of Purchasing & Contracting. 5.4.4.3. HAND DELIVERY: Hand carried bids shall be delivered to a representative of the Office of Purchasing & Contracting prior to the bid opening. A Security Officer is at 133 until 4:30pm which is the normal hours. A bid submitted by Hand Delivery will not be accepted after 4:30 PM. 6. BID SUBMISSION CHECKLIST: ✓ Required Number of Copies ✓ Cover Letter mailto:SOV.ThePathForward@vermont.gov ✓ Redacted Technical Response, if applicable ✓ Price Schedule ✓ Debarment and Non-Collusion Certification CA-91 ✓ Contractor’s EEO Certification Form ✓ Executive Order 02-22 Vendor Certification ✓ Executive Order 05-16: Climate Change Considerations in State Procurements Certification ✓ State of Vermont Bidder Response Form and Attachments o Technical Response (included in Bidder Response Form) o References (included in Bidder Response Form) o Price Schedule (included in Bidder Response Form) o Certificate of Compliance (included in Bidder Response Form) 7. ATTACHMENTS: 7.1. Price Schedule 7.2. Worker Classification Compliance Requirement; Subcontractor Reporting Form 7.3. State of Vermont Bidder Response Form 7.4. Standard State Contract with its associated attachments, including but not limited to, Attachment C: Standard State Provisions for Contracts and Grants (December 15, 2017), Attachment D: Information Technology System Implementation Terms and Conditions, Attachment E: General Terms and Conditions for Contract for Services. 7.5. Title VI Assurances - DOT Standard Title VI Assurances and Non-Discrimination Provisions (DOT 1050.2A) – Assurance Appendix A and Assurance Appendix E 7.6. Debarment and Non-Collusion Certification CA-91 7.7. Contractor’s EEO Certification Form 7.8. Executive Order 02-22 Vendor Certification 7.9. Executive Order 05-16: Climate Change Considerations in State Procurements Certification 7.10. State of Vermont Enterprise CRM Based Specifications (Applies to Salesforce-based implementations) 7.11. S-1111 Glossary of Terms PRICE SCHEDULE A. Fixed Price Deliverables (Refer to Section titled “Project Deliverables” in the Bidder Response form for definitions): Milestone / Phase Deliverable Description Fixed Price Solution Definition and Design, Requirements Gathering Kickoff agenda and presentation State approval of Backlog Estimates, Roadmap, and Sprint schedule State approval of initial Implementation Schedule State acceptance of Risk and Issues Log format State acceptance of Action Items log format State acceptance of Decision Log format State acceptance of Project Status Report format State approval of Test Plan State approval of Initial Product Backlog Configuration, Customization, Development, and Integration State approval of final User Stories and Business Rules State approval of Training Plan State approval of Data model document State approval of Data Dictionary State approval of all test cases developed by Contractor Deployment of code from vendor development environment to test environment State approval of Deployment Plan Data Migration Data Migration Plan Data Mapping Completion of data migration System Integration Testing MuleSoft API point integration OnBase integration Payment Processing Service AOT Enterprise Data Environment (EDE) integration Other [If recommending other integrations, please list and include in price] User Training State acceptance that training has been delivered and is complete User Acceptance Testing Successful completion of all test cases by State, closure of all identified defects. Deployment Completion of Certificate of Acceptance indicating that production solution has been accepted. State approval of System Admin Manual State approval of M&O Plan State approval of End User documentation (Help files & documents) Maintenance and Support Year 1 Post-Production Support Year 1 Maintenance and Support Year 2 Post-Production Support Year 2 Maintenance and Support Year 3 Post-Production Support Year 3 Maintenance and Support Year 4 Post-Production Support Year 4 Maintenance and Support Year 5 Post-Production Support Year 5 Total Name of Bidder: Signature of Bidder: Date: RFP/PROJECT: AOT VTrans State Highway Access and Work Permit (S1111) System DATE: SUBCONTRACTOR REPORTING FORM This form must be completed in its entirety and submitted prior to contract execution and updated as necessary and provided to the State as additional subcontractors are hired. The Department of Buildings and General Services in accordance with Act 54, Section 32 of the Acts of 2009 and for total project costs exceeding $250,000.00 requires bidders to comply with the following provisions and requirements. Contractor is required to provide a list of subcontractors on the job along with lists of subcontractor’s subcontractors and by whom those subcontractors are insured for workers’ compensation purposes. Include additional pages if necessary. This is not a requirement for subcontractor’s providing supplies only and no labor to the overall contract or project. Subcontractor Insured By Subcontractor’s Sub Insured By Date: Name of Company: Contact Name: Address: Title: Phone Number: E-mail: Fax Number: By: Name: Failure to adhere to Act 54, Section 32 of the Acts of 2009 and submit Subcontractor Reporting: Worker Classification Compliance Requirement will constitute non-compliance and may result in cancellation of contract and/or forfeiture of future bidding privileges until resolved. Send Completed Form to: Office of Purchasing & Contracting 133 State Street, 5th Floor Montpelier, VT 05633-8000 STANDARD CONTRACT FOR TECHNOLOGY SERVICES 1. Parties. This is a contract for services between the State of Vermont, Agency of Digital Services on behalf of the Agency of Transportation (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 development and implementation of a Software-as-a-Service (SAAS) solution for management of Agency of Transportation State Highway Access and Work Permits. 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 12/15/2017) Attachment D – Other Terms and Conditions for Information Technology Contracts Attachment __ – [OTHER DEPARTMENT ATTACHMENTS, AS APPLICABLE] Attachment __ – Contractor’s [License] Agreement Attachment __ – [Maintenance and Support/Service Level Terms] 9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: 1) Standard Contract 2) Attachment D Other Terms and Conditions for Information Technology Contracts 3) Attachment C (Standard State Provisions for Contracts and Grants) 4) “State of Vermont – Federal Terms Supplement (non-construction)” 5) Attachment A with Exhibits 6) Attachment B 7) List other attachments as applicable WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT By the State of Vermont: By the Contractor: Date: Date: Signature: Signature: Name: Name: Title: Title: 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 software application configuration or customization, development and design services, business analysis and project management services, testing, training and support 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. Currently VTrans State Highway Access and Work Permits are managed by the VTrans Permitting section via PDF forms and associated attachments submitted by applicants. The permitting section works with regional offices and other departments within the Agency to ensure due diligence in processing permits. This work is primarily carried out via email. Some permit data is stored in databases and all permit application forms, findings, and attachments are archived using OnBase. 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; sprint planning and User Story refinement, 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 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 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 seven project Phases are: Configuration, Customization, Development, and Integration; Data Migration; System Integration; Testing; User Training; User Acceptance Testing; and Deployment. (k) “Requirements” means the State’s baseline Functional and Technical Requirements attached as Exhibit 1 to Attachment A of this Contract. (l) “Service Level” means the specific level of performance Contractor is required to comply with and adhere to in providing the Services in conformity with the Requirements, consistent with the criteria and parameters specified in this Contract. Service Level Terms are set forth in Attachment __ to this Contract. 6. PROJECT MANAGEMENT The scope of work as detailed below describes the services, deliverables and key assumptions. Contractor will develop an overall project schedule that details the tasks, timelines, and deliverables for the fully integrated solution. 6.1. CONTRACTOR PROJECT MANAGEMENT AND SUPPORT 6.1.1 CONTRACTOR’S PROJECT MANAGER Contractor will designate an individual to serve as the “Contractor Project Manager” who will: (i) be a senior employee within Contractor’s organization, with the information, authority and resources available to properly discharge the responsibilities required hereunder; (ii) serve as primary point of contact and the single-point of accountability and responsibility for all Contract-related questions and issues and the provision of Services by Contractor; (iii) have day-to-day responsibility for, and authority to manage, State customer satisfaction; (iv) devote full time and dedicated efforts to managing and coordinating the Services; and (v) be located at State Facilities or such other appropriate location as Contractor and the State may mutually agree. Contractor’s Project Manager shall be responsible for all tasks necessary to manage, oversee, and ensure success of the project. These tasks include documenting requirements, developing and updating project plans, assigning staff, scheduling meetings, developing and publishing status reports, addressing project issues, risks, and change orders, and preparing presentations for the State. Contractor’s project manager shall be responsible for the successful delivery of all Contractor tasks and subtasks defined in the Project Management Plan (as defined herein). Progress will be monitored and plans adjusted, as necessary, in project status meetings. The Project Management Plan deliverables (for both State and Contractor tasks) shall be updated by the Contractor, subject to review and approval of the State, and reports printed for each status meeting. Contractor’s project manager shall be responsible for developing and implementing, or reviewing, commenting and approving agreed upon revisions of 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 Once unless there are changes and out of scope); list of Project Deliverables; high level Project Timeline; Key Roles & Responsibilities; known Risks, Assumptions and/or Constraints. The Contractor shall review, comment upon, and sign off on a mutually agreed upon revision of the existing Charter. Project Management Plan The Project Management Plan dictates specifics on how the Contractor and State Project Manager will administer the project and includes the following sections and subsidiary plans: 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. 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) 5. Risk and Issues Management Plan (will dictate how risks and issues will be managed over the course of the project) 6. Scope Management Plan (will dictate how the scope will be maintained to prevent “scope creep”) The Contractor shall review, comment upon, and sign off on a mutually agreed upon revision of the existing Project Management Plan and subsidiary plans. Once unless there are changes Change Requests Formal document which outlines any changes to the Contract scope that impact schedule, budget, or 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. Risks identified by the Contractor shall be communicated to the Project Manager for inclusion in the State of Vermont Enterprise Project Management Office Project Information Management System Issue/Action Items/Decision Log Actively contribute to the existing log of open and resolved/completed Issues. Issues should be outlined by their impact, owner, date of occurrence, and remediation strategy. Decision Log Actively contribute to the existing 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: • User Stories and epics confirmed by the Vendor and State including acceptance criteria and business rules Test Plans A description of the testing approach, participants, sequence of testing and testing preparations. The Contractor shall review, comment upon, and sign off on a mutually agreed upon revision of the existing Test Plan. 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. Details of the Implementation Master Schedule are listed in section 6.3. 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. Status report details are described in section 6.2.3. 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 decisions logged. 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. The contractor is expected to deliver any metrics that they are tasked to track as defined in the mutually agreed upon Quality Management Plan. Contractor shall use State templates for the foregoing, unless otherwise approved by the State. The State Project Manager shall be responsible for the review and acceptance of project management documentation. Contractor’s project manager shall assist the State’s project manager (upon request) in creating materials for periodic presentations to State project sponsors and key stakeholders. Contractor’s project manager may be required to present information to, and answer questions from, State stakeholders at these presentations. 6.1.2 PROJECT MANAGEMENT AND SUPPORT The Contractor will apply PMI (Project Management Institute’s PMBOK) principles to ensure on-time and within-budget delivery of the Solution, while meeting all of the Requirements in this Contract. The State will approve all project management methods and tools used during the project. These project management methods and tools are considered project deliverables. 6.1.3 KEY PROJECT STAFF Contractor will perform and support the Services consistent with this Contract and the Solution Requirements. Contractor Personnel will be properly educated, trained and qualified for the Services they are to perform and Contractor will put appropriate training in place to meet initial and ongoing training requirements of Contractor Personnel assigned to perform Services. (a) Contractor shall be responsible, at its own cost and expense, for any and all recruitment, hiring, Contractor-specific training, education and orientation for all Contractor Personnel assigned or to be assigned to perform Services or support the Requirements. (b) All Contractor Personnel, in addition to any Contractor security policies and procedures, shall be required to comply with the security requirements in this Contract (c) Contractor shall conduct its hiring process in compliance with all applicable Federal and State laws to include, but not be limited to, anti-discrimination laws. (i) Eligibility for Employment: Contractor shall verify that all prospective employees are eligible for employment in the United States. (ii) Criminal Records: Contractor or an agent of Contractor shall perform criminal background checks on all prospective employees utilizing a national criminal database acceptable to the State. Before any Contractor Personnel begin work on the Services x) such background check shall have returned a “no record” result or, y) to the extent that the result revealed that a felony record or records exist for a given individual, the associated conviction(s) shall be unrelated to the work to be performed as specified under the Equal Employment Opportunities Commission’s EEOC Enforcement Guidance regarding the employment of convicted felons issued April 25, 2012. Contractor shall provide the State with notice of proposed Contractor Personnel with felony or misdemeanor convictions that involve a crime against a person; a crime involving the use or misuse of computer network; a crime involving weapons, explosives or arson; a crime involving trade secret/proprietary information; a crime involving theft, dishonesty, embezzlement, breach of fiduciary duty, identity theft, or other financial-related crimes; a felony conviction for drug possession; or a crime involving the distribution or trafficking of illegal drugs and/or controlled substances. (d) All Contractor Personnel providing or assigned to provide Services or otherwise in a position to obtain or have access to State Information, shall execute a non-disclosure agreement in a form acceptable to the State. (e) The timing for transfer, reassignment or replacement of Contractor Personnel will be coordinated with requirements for timing and other elements of the Services so as to maintain continuity in the performance of the Services and avoid interruption or disruption to the Services or any failures to maintain Service Levels. Contractor shall assign the following Contractor staff (“Key Project Staff”), to meet the Requirements of this Contract: [INSERT] Contractor will cause the Contractor Personnel filling the Key Project Staff positions to devote full time and dedicated effort to the provision of the Services and the achievement of Service Levels required for the Services, unless a lesser allocation during certain Project Phases may be agreed in writing. 6.1.4 KEY PROJECT STAFF CHANGES Contractor shall not change the project assignment of ___________________, __________________, and _________________ for the period of project implementation. Contractor shall not change other members of Key Project Staff without providing the State written justification, a comprehensive transition plan and obtaining prior written approval of the State. State approvals for replacement of Key Project Staff will not be unreasonably withheld. The replacement of Key Project Staff shall have comparable or greater skills and applied experience than being replaced and be subject to reference and background checks described above. If Contractor removes Key Project Staff for any reason without the State’s approval, Contractor agrees to replace the new Key Project Staff member if performance is unacceptable to State and provide the first thirty (30) days of a replacement resource with equivalent skill at no charge. Notwithstanding the foregoing, the State acknowledges that Key Project Staff may become unavailable due to termination of employment for any reason, through disability or death, illness, or through leave of absence such as FMLA or National Guard duty for example. In such circumstances, Contractor shall promptly notify the State in writing of the impending or actual departure of any Key Personnel and of the qualifications and identity of proposed replacement Key Project Staff. The State has the right to reasonably disapprove of any replacement Key Project Staff. 6.1.5 CONTROL OF CONTRACTOR PERSONNEL. Contractor shall be fully responsible for the management, compensation, and performance of all Contractor Personnel, and the filing of any and all returns and reports and the withholding and/or payment of all applicable federal, State, and local wage tax, or employment-related taxes, including, but not limited to, income taxes, gross receipt taxes, taxes measured by income, social security taxes, and unemployment taxes for Contractor and Contractor's employees. Notwithstanding the foregoing, Contractor's employees shall adhere to the State’s policies and procedures, of which Contractor is made aware while on State Premises, and shall behave and perform in a professional manner. The State, may, in its reasonable discretion, require Contractor to replace any Contractor Personnel, including but not limited to Key Project Staff, working hereunder who does not adhere to, behave, and perform consistent with the State’s policies and procedures, or otherwise engages in unprofessional or unethical conduct, or abuses any illegal substance or alcohol, or engages in illegal activities or consistently underperforms. The State shall provide written notice to Contractor of the requirement of replacement, or with whom there are irresolvable personality conflicts. Contractor shall use reasonable efforts to promptly and expeditiously replace Key Project Staff and replace all other personnel within fifteen (15) business days of receipt of the written notice unless otherwise mutually agreed. The State’s right to request replacement of Contractor personnel hereunder relates solely to the removal of individuals from work on this Contract with the State and does not create an employment relationship. Nothing in this Contract authorizes the State to direct the Contractor’s termination of the employment of any individual. 6.1.6 CONTRACTOR THIRD PARTY CONTRACTS. The State acknowledges and understands that Contractor will enter into third party contracts with the following Contractor subcontractors: (i) ___________________ for ___________________; (ii) ___________________ for ___________________; and (iii) ___________________ for the performance of Services hereunder. Contractor shall deliver a copy of all such third party contracts to the State for review upon request. The State hereby consents to the use by Contractor of these subcontractors, provided however that any such consent is not deemed acceptance of the terms of any subcontracts by the State. 6.2. PROJECT PLANNING 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 use the Project SharePoint site created and maintained by the state. This will provide a common area for Contractor’s project documents, artifacts, and deliverables. Access to all SharePoint sites (or other medium of collaboration) and all project material contained therein shall be delivered to the State upon completion of the project. 6.2.3. STATUS REPORTS Contractor’s Project Manager shall provide project documentation and collaboration to meet the State’s vendor reporting requirements. If requested, the Contractor shall use the State’s Status Report template. If no template is provided to the Contractor, the status information shall include, at a minimum: all planned tasks accomplished for the reporting period planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the Master Project Work Plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. For all project services performed on a time and materials basis, as provided herein, the Contractor shall also provide details on staff hours, cost per activity, all expenditures and a summary of services performed for the reporting period. The State Project Manager and Contractor’s Project Manager will come to agreement on the exact format of the project documentation and collaboration reports, at or before the project 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, which includes the detailed tasks and milestones, shall reside in [Microsoft Project (.mpp) format (Version 2007 or higher)] and will be shared in the ongoing communication meetings to discuss changes. State shall sign off on all deliverables from each Phase of the IMS before subsequent phase work is initiated. Once sign off is complete, Contractor and State will assess readiness to proceed with next phase. 7. SCOPE OF SERVICES. 7.1 DESCRIPTION OF SERVICES. Contractor agrees to provide and shall perform the Services described herein in accordance with and subject to the terms and conditions set forth in this Contract. 7.2 Project Major Phases, Warranty and Options. The Contractor shall, at a minimum, provide State access to a web-based Solution that meets the tools and functionality requirements of the State set forth in Exhibit 1 to this Attachment A. Contractor shall use system development and configuration control methodologies and the desirable sequence of project major Phases as described herein. Estimated dates in the following table shall be finalized in the IMS as described in Section 6.3, “Implementation Master Schedule.” Phase Deliverables Description Expected Completion) Kick-off Project Kick Off Agenda and Presentation Contract shall hold a project kickoff meeting providing an agenda and presentation to the State. Planning Implementation Schedule detailing Release Plan and Sprint Schedule The IMS outlines how the project will go-live and will include a detailed 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. Risk and Issues Log A log of all risks and issues (opened and closed) that could (risk) or are (issue) impacting the project. Risks should be outlined by their impact and their potential to occur. All risks and issues should have an owner and a clearly defined response strategy. Action Items A log of open and resolved/completed action items. Each action item should identify an owner and date needed for completion Decision Log A log of all decisions made over the course of the project. Decisions should have a date and name of decider. 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 Initial Product Backlog Backlog of all user stories that are prioritized according to their business value. The backlog is revisited and updated through the project Phase Deliverables Description Expected Completion) lifecycle, typically before each sprint. Test Plan A description of the testing approach, participants, sequence of testing and testing preparations Configuration, Customization, Development, and Integration Requirements Elicitation Contractor performs necessary requirements gathering to finalize User Stories and technical requirements and identify gaps between State requirements and Solution capabilities. It is the Contractors responsibility to lead the State through discovery sessions. It is further the Contractors responsibility to provide a Prioritized Product Backlog to the State. Requirements Complete (User Stories / Business Rules) All user stories and business rules approved by the business Data model complete Completion of an entity relationship diagram (ERD) defining relationships between tables, fields Data Dictionary Complete Completion of a data dictionary describing all tables, fields, field definitions, data types, and associated business rules Test case development complete The specific test cases and/or scripts to be tested and the testing results. Test cases must tie back to the project requirements (to ensure each one has been met). Deployment plan complete Completion of a document that describes step-by-step all activities relating to system deployment Data Migration Data Migration Plan Complete Completion of a document that describes how existing data will be migrated Phase Deliverables Description Expected Completion) Data Mapping Completion of filed-to-field data map including data type and value restrictions in preparation for migration Completion of data migration Data migrated and migration validated System Integration Testing MuleSoft API point integration Confirmation of functional pass-through of data via MuleSoft integration point OnBase integration Confirmation of functional pass-through of files and associated metadata from solution to OnBase via Mulesoft API. Payment Processing Service integration Confirmation of integration with NIC payment processing interface Other integrations Any additional recommended integrations that must be included for successful implementation (describe in Part2 in response to Question 13) User Training Training Complete Conduct appropriate training with supplied system guidance in the form of User Guides. User Acceptance Testing Closure of all defects identified during User Acceptance Testing, successful completion of all test cases by State State subject matter experts perform Solution testing in a test (not live) environment accordance with Contractor- developed Test plans. The Contractor shall be required to perform testing on the software prior to releasing it to the state. Development Complete Final release to production Conducted in accordance with state approval and with the Implementation Master Schedule. System Admin Manual complete A document that provides procedures for performing tasks restricted to system administrators such as user account control, modification or development of reports and dashboards. 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 Phase Deliverables Description Expected Completion) M&O Plan Complete The maintenance and operations plan describes how the system will be maintained by the State, including provisions for user account management. End User documentation (Help files & documents) complete Procedural documentation for system functions targeted by user role. Includes help files and tutorials specific to the app developed. Year 1 Post- Production Support Commence upon expiration of 90-day project implementation warranty period Year 2 Post- Production Support Upon one-year anniversary of commencement of post- production support to the State, at the State’s expense, third party Resources related to the Services but outside the scope of what Contractor is then obligated to provide hereunder, including the benefit of any volume purchasing discounts, pricing or terms available to the State or its supplier. Contractor shall notify the State at the time of any such request of any relationships Contractor may have with such suppliers that may be of benefit to the State in this respect. To the extent that State may have a more favorable relationship with any third party supplier, upon notice from State, Contractor agrees to consider such Resources from State’s designated supplier. Contractor will not add an administrative fee or other markup to any third party Resources it procures on behalf of or for the benefit of State and the Services provided hereunder. 7.5 State Third Party Software. A list of all Third Party Software licensed by the State for purposes of Contractor’s performance of the Services is attached to this Attachment A as Exhibit 3. Contractor will assume operational and financial responsibility for such Third Party Software and any related maintenance obligations to the same extent as if Contractor were the licensee of such Third Party Software. Contractor will cease use of such Third Party Software upon expiration or termination of this Contract. 8. ACCEPTANCE 8.1. Acceptance Testing by the State Following Implementation. After Contractor provides written notice to the State that it has completed a Phase of the Solution, the State shall, in accordance with the Formal Acceptance Criteria agreed by the parties, and with full cooperation and assistance from Contractor, conduct all such inspections and tests of the Phase as the State may deem necessary or appropriate to determine whether any Defects exist in the Phase as implemented and whether the Phase as installed materially complies with all of the Installation Test Specifications and Phase specifications as set forth in the Requirements and detailed IMS. Such inspections and tests shall be over a duration mutually agreed upon by the State and Contractor, per Phase, from the date a notice of completion is issued (the “Acceptance Period”). Contractor shall correct all Defects during the Acceptance Period, demonstrate to the State that correction of such Defects has been made, and after so demonstrating correction, shall issue to the State a written Certificate of Completion indicating that no Defects are known to exist in the Phase and/or Solution. The State shall be deemed to have accepted and approved the particular Phase or Solution only upon the State’s delivery to Contractor of a signed, written Certificate of Acceptance indicating that the Phase or the Solution, as the case may be, as completed, materially performs in accordance with the Requirements. If at the end of the Acceptance Period, the State has not issued a signed Certificate of Acceptance to Contractor for that Phase or the Solution, the State may, in its sole discretion, extend the Acceptance Period; provided, however, that the State shall respond within five (5) business days of a written request by Contractor issued after the end of the original Acceptance Period to provide Contractor with the State’s status of approval or disapproval for that Phase or the Solution. Any rejection must be in writing and specify the reason for the rejection and must be based upon the continued existence of a Defect in the Phase or Solution or failure of the Phase or Solution to materially perform in accordance with the Requirements. The Certificate of Acceptance shall not be unreasonably withheld by the State. If a Certificate of Acceptance for a Phase or the Solution is signed and delivered by the State, Contractor shall sign said Certificate, with both parties receiving a copy thereof. 9. THIRD PARTY COOPERATION The State may hire other independent contractors as it may require to assist with the project. Contractor will cooperate with the State and the third party, including provision of: (i) written Documentation requested by the State; (ii) commercially reasonable assistance and support services to such third party; and (iii) reasonable access to Contractor as necessary for such third parties to perform their work. The State shall use reasonable efforts to require such third parties to comply with Contractor’s reasonable requirements regarding confidentiality, operations, standards, and security. Contractor shall support and maintain such third party work product, provided the service provider complies with any Documentation applicable to Contractor in respect of the Services involved. 10. CONTRACT/PROJECT CHANGE ORDER PROCESS [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: 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. 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: ADS.ITPurchasing@vermont.gov. Agency of Digital Services One National Life Drive, 2nd Floor, Dewey Building Montpelier, VT 05620-2101 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: Milestone / Phase Deliverable Description Amount Solution Definition and Design, Requirements Gathering Kickoff agenda and presentation State approval of Backlog Estimates, Roadmap, and Sprint schedule State approval of initial Implementation Schedule State acceptance of Risk and Issues Log State acceptance of Action Items log State acceptance of Decision Log State acceptance of Project Status Report State approval of Test Plan State approval of Initial Product Backlog Configuration, Customization, Development, and Integration State approval of final User Stories and Business Rules State approval of Data model document State approval of Data Dictionary mailto:ADS.ITPurchasing@vermont.gov State approval of all test cases developed by Contractor State approval of Deployment Plan Data Migration Data Migration Plan Data Mapping Completion of data migration System Integration Testing MuleSoft API point integration OnBase (if Salesforce) Payment Processing Service Other [If recommending other integrations, please list and include in price] User Training State acceptance that training has been delivered and is complete User Acceptance Testing Successful completion of all test cases by State, closure of all identified defects. Deployment Completion of Certificate of Acceptance indicating that production solution has been accepted. State approval of System Admin Manual State approval of M&O Plan State approval of End User documentation (Help files & documents) Maintenance and Support Year 1 Post-Production Support Year 1 Maintenance and Support Year 2 Post-Production Support Year 2 Total 6. EXPENSES: The fee for services shall be inclusive of Contractor expenses. 7. RETAINAGE: In the discretion of the State, a contract resulting from this RFP 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. ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 15, 2017 “Attachment C: Standard State Provisions for Contracts and Grants” (revision version dated December 15, 2017) constitutes part of this Agreement and is hereby incorporated by reference as if fully set forth herein and shall apply to the purchase of all goods and/or services by the State under this Agreement. A copy of this document is available online at: https://bgs.vermont.gov/purchasing- contracting/forms. https://bgs.vermont.gov/purchasing-contracting/forms https://bgs.vermont.gov/purchasing-contracting/forms ATTACHMENT D INFORMATION TECHNOLOGY SYSTEM IMPLEMENTATION TERMS AND CONDITIONS (rev. 07/14/2022) 1. MODIFICATIONS TO CONTRACTOR DOCUMENTS The parties specifically agree that the Contractor Documents are hereby modified and superseded by Attachment C and this Attachment D. “Contractor Documents” shall mean one or more document, agreement or other instrument required by Contractor in connection with the performance of the products and services being purchased by the State, regardless of format, including the license agreement, end user license agreement or similar document, any hyperlinks to documents contained in the Contractor Documents, agreement or other instrument and any other paper or “shrinkwrap,” “clickwrap,” “browsewrap” or other electronic version thereof. 2. NO SUBSEQUENT, UNILATERAL MODIFICATION OF TERMS BY CONTRACTOR Notwithstanding any other provision or other unilateral license terms which may be issued by Contractor during the Term of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of an order for the products and services being purchased by the State, as applicable, the components of which are licensed under the Contractor Documents, or the fact that such other agreement may be affixed to or accompany the products and services being purchased by the State, as applicable, upon delivery, the terms and conditions set forth herein shall supersede and govern licensing and delivery of all products and services hereunder. 3. TERM OF CONTRACTOR’S DOCUMENTS; PAYMENT TERMS Contractor acknowledges and agrees that, to the extent a Contractor Document provides for alternate term or termination provisions, including automatic renewals, such sections shall be waived and shall have no force and effect. All Contractor Documents shall run concurrently with the term of this Contract; provided, however, to the extent the State has purchased a perpetual license to use the Contractor’s software, hardware or other services, such license shall remain in place unless expressly terminated in accordance with the terms of this Contract. Contractor acknowledges and agrees that, to the extent a Contractor Document provides for payment terms which differ from the payment terms set forth in Attachment B, such sections shall be waived and shall have no force and effect and the terms in Attachment B shall govern. 4. OWNERSHIP AND LICENSE IN DELIVERABLES 4.1 Contractor Intellectual Property. As between the parties, and subject to the terms and conditions of this Contract, Contractor and its third- party suppliers will retain ownership of all intellectual property rights in the [System], and any and all derivative works made to the [System] or any part thereof, as well as all Work Product provided to the State (“Contractor Proprietary Technology”). The State acquires no rights to Contractor Proprietary Technology except for the licensed interests granted under this Contract. The term “Work Product” means all other materials, reports, manuals, visual aids, documentation, ideas, concepts, techniques, inventions, processes, or works of authorship developed, provided or created by Contractor or its employees or contractors during the course of performing work for the State (excluding any State Data or derivative works thereof and excluding any output from the [System] generated by the State’s use of the [System], including without limitation, reports, graphs, charts and modified State Data, but expressly including any form templates of such reports, graphs or charts by themselves that do not include the State Data). Title, ownership rights, and all Intellectual Property Rights in and to the [System] will remain the sole property of Contractor or its suppliers. The State acknowledges that the source code is not covered by any license hereunder and will not be provided by Contractor. Except as set forth in this Contract, no right or implied license or right of any kind is granted to the State regarding the [System] or any part thereof. Nothing in this Contract confers upon either party any right to use the other party's trade names and trademarks, except for permitted license use in accordance with this Contract. All use of such marks by either party will inure to the benefit of the owner of such marks, use of which will be subject to specifications controlled by the owner. 4.2 State Intellectual Property; User Name The State shall retain all right, title and interest in and to (i) all content and all property, data and information furnished by or on behalf of the State or any agency, commission or board thereof, and to all information that is created under this Contract, including, but not limited to, all data that is generated under this Contract as a result of the use by Contractor, the State or any third party of any technology systems or knowledge bases that are developed for the State and used by Contractor hereunder, and all other rights, tangible or intangible; and (ii) all State trademarks, trade names, logos and other State identifiers, Internet uniform resource locators, State user name or names, Internet addresses and e-mail addresses obtained or developed pursuant to this Contract (collectively, “State Intellectual Property”). Contractor may not collect, access or use State Intellectual Property for any purpose other than as specified in this Contract. Upon expiration or termination of this Contract, Contractor shall return or destroy all State Intellectual Property and all copies thereof, and Contractor shall have no further right or license to such State Intellectual Property. Contractor acquires no rights or licenses, including, without limitation, intellectual property rights or licenses, to use State Intellectual Property for its own purposes. In no event shall the Contractor claim any security interest in State Intellectual Property. 5. CONFIDENTIALITY AND NON-DISCLOSURE; SECURITY BREACH REPORTING 5.1 For purposes of this Contract, confidential information will not include information or material which (a) enters the public domain (other than as a result of a breach of this Contract); (b) was in the receiving party’s possession prior to its receipt from the disclosing party; (c) is independently developed by the receiving party without the use of confidential information; (d) is obtained by the receiving party from a third party under no obligation of confidentiality to the disclosing party; or (e) is not exempt from disclosure under applicable State law. 5.2 Confidentiality of Contractor Information. The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it. The State shall immediately notify Contractor of any request made under the Access to Public Records Act, or any request or demand by any court, governmental agency or other person asserting a demand or request for Contractor information. Contractor may, in its discretion, seek an appropriate protective order, or otherwise defend any right it may have to maintain the confidentiality of such information under applicable State law within three business days of the State’s receipt of any such request. Contractor agrees that it will not make any claim against the State