05 - Participation Information updated 2-6-26.pdf

Request for Proposals for

ELECTRONIC MONITORING

Issued by the State of Nevada Solicitation Number 99SWC-S3474

Attachment 05, PARTICIPATION INFORMATION

Attachment 05

PARTICIPATION INFORMATION

The NASPO ValuePoint Process

The NASPO ValuePoint Lead State Model™ is a collaborative procurement process representing the input and interests of public entities across the nation.

THE LEAD STATE MODEL™

Members & Stakeholders Identify Shared Cooperative Contracting Needs

NASPO ValuePoint Engages Lead State & Multistate Sourcing Team

Members & Stakeholders Provide Input on RFP Specifications & Objectives

Lead State Issues RFP in Compliance with Lead State Laws

Lead State & Multistate Sourcing Team Evaluate Supplier Proposals

Lead State Negotiates & Executes Master Agreements

Participating States & Entities Execute Participating Addenda

Purchasing Entities Buy Directly from NASPO ValuePoint Contractors

NASPO ValuePoint does not charge fees to Participating Entities or Purchasing Entities—including state departments, institutions, agencies, and political subdivisions, federally recognized tribes, and other eligible public and nonprofit entities in the 50 states, the District of Columbia, and U.S. territories—to use NASPO ValuePoint Master Agreements. Suppliers pay only a nominal administrative fee based on their total sales. By leveraging the collective volume of potential purchases nationwide, NASPO ValuePoint is able to offer customers the best value in cooperative contracting while giving suppliers the opportunity to reach multiple markets through a single solicitation.

Historical Usage The following table identifies total sales reported by Electronic Monitoring contractors through NASPO ValuePoint Master Agreements over the past five (5) calendar years:

Year Reported Historical Sales Volume

2021 $30.24M 2022 $30.56M 2023 $27.38M 2024 $29.09M

2025 (3 quarters reported) $20.88M

No minimum or maximum level of sales volume is guaranteed or implied.

Interested States The states below have requested to be named in this RFP as potential participants in the resulting Master Agreement(s). This list neither guarantees execution of a Participating Addendum by an Interested State nor precludes execution of a Participating Addendum by any state or entity not identified as an Interested State.

RFP

Request for Proposals for

ELECTRONIC MONITORING

Issued by the State of Nevada Solicitation Number 99SWC-S3474

Attachment 05, PARTICIPATION INFORMATION

Interested States Reported Estimated Annual Volume

Sample Participating Addendum Terms and Conditions

Oregon $500,000 Attached Utah $330,000 Attached

Connecticut $4,500,000 Attached Hawaii $228,000 Attached Alaska not available Attached

Washington $ 800,000 Attached Nevada Not available Attached Maine Not available Attached

New Mexico Not Available Attached

TOTAL ESTIMATED ANNUAL VOLUME FROM INTERESTED STATES: $6,358,000

The Reported Estimated Annual Volume above aggregates usage estimates, self-reported by the Interested States, which may be based on any factor considered relevant by each Interested State, including historical usage and anticipated future usage. No minimum or maximum level of sales volume is guaranteed or implied.

Some Interested States have also provided state-specific terms and conditions, included in this attachment, that may apply to a Participating Addendum executed with an Offeror awarded a Master Agreement through this RFP.

These terms and conditions are being provided for informational purposes only and will not be incorporated into the Master Agreement or addressed or negotiated by the Lead State. Participation and the terms and conditions applicable to each Participating Entity will be determined by the Participating Entity following negotiation of a Participating Addendum with a Contractor.

Version 2023.11.20

Interested State Information Form Please complete this form if your state wishes to be identified as a potential Participating Entity (“Interested State”) in the Request for Proposals for the NASPO ValuePoint portfolio named below (the “RFP”). A confidential draft of the RFP has been shared with NASPO primary members for review. Comments and questions on the RFP draft, as well as a completed copy of this form, may be emailed to the NASPO ValuePoint contact identified below by the indicated due date.

Submission of this form does not commit any Interested State to execution of any Participating Addendum.

I. SOLICITATION INFORMATION.

A. Portfolio Name: _______________________________________________________ B. Lead State: _________________________ C. RFP Number (if available): _________________________ D. NASPO ValuePoint Contact Name: ___________________________________ E. NASPO ValuePoint Contact Email: ___________________________________ F. Form Due Date: _______________

II. STATE INFORMATION. Please provide the information below. Forms should be completed and submitted only with the approval of the state’s NASPO primary member or designee. If your state requires a signature from the primary member or designee to indicate approval, they may sign below.

A. State: _________________________ B. State Point of Contact Name: ___________________________________ C. State Point of Contact Title: ___________________________________ D. State Point of Contact Email: ___________________________________ E. NASPO Primary Member or Designee Name: ___________________________________ F. NASPO Primary Member or Designee Email: ___________________________________

NASPO Primary Member or Designee Signature (if required): _______________________________

III. ESTIMATED ANNUAL VOLUME. Please provide your state’s estimated annual volume of spend on products and services within the scope of the RFP, based on historical usage and/or anticipated future usage. The Total Estimated Annual Volume for each Interested State will be included in the RFP for informational purposes only.

Providing an estimate does not commit any Interested State to any minimum or maximum volume of spend.

A. Estimated Annual Volume for State-level Entities: ____________________ B. Estimated Annual Volume for Non-state-level Entities: ____________________ C. Total Estimated Annual Volume (sum of A and B): ____________________

IV. PARTICIPATING ADDENDUM TERMS AND CONDITIONS. Interested States may attach state-specific terms and conditions to this form for inclusion in the RFP as potential Participating Addendum terms and conditions. Terms and conditions provided by Interested States will be shared with vendors for informational purposes only and will not be incorporated into the Master Agreement or addressed or negotiated by the Lead State. Participation and the terms and conditions applicable to each Participating Entity will be determined by the Participating Entity following negotiation of a Participating Addendum with a Contractor.

Please check one of the below.

☐ My state is not providing terms and conditions for inclusion in the RFP.

☐ My state has attached state-specific terms and conditions to this form, or included state-specific terms and conditions below, for inclusion in the RFP.

State of Alaska Specific:

I. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

a. Required Reports: Contractor must submit quarterly reports to doa.oppm.vendorreport@alaska.gov and “Cc” the Contracting Officer assigned by the State to manage this contract. The contractor shall provide the State of Alaska with an electronic usage report (Excel format) which will list the following information at the minimum: Purchasing Entity, description of items purchased, date of purchase, contract price, retail price, and the extended price for each transaction. These reports are due 30 days after the end of the quarter (the State of Alaska operates on a fiscal calendar of July 1- June 30).

First Quarter: July 1 through September 30 Second Quarter: October 1 through December 31 Third Quarter: January 1 through March 31 Fourth Quarter: April 1 through June 30

b. Administrative Fee: Effective upon final signature, the Contractor shall submit payment via check (or ACH), payable to the State of Alaska, remitted to the Department of Administration, Office of Procurement and Property Management, for the calculated amount equal to 1.5% of the net sales for the quarterly period.

i. Contractor must include the PA Number on the check. The check must also reference the applicable fiscal quarter/year (or date span) to ensure proper receipt and accounting. Those checks submitted to the State without this information may be returned to Contractor for additional identifying information.

ii. Administrative fee checks shall be submitted to:

State of Alaska Department of Administration ATTN: Office of Procurement and Property Management PO Box 110214 Juneau, AK 99811-0214

iii. The administrative fee shall not be included as an adjustment to

Contractor's Master Agreement pricing and shall not be invoiced or charged to the Participating Entity.

iv. Payment of the administrative fee is due irrespective of payment status on any orders from a Purchasing Entity.

mailto:doa.oppm.vendorreport@alaska.gov

v. Administrative fee checks are due for each quarter as follows:

Reporting Period Due Date

State Fiscal Quarter 1 (Jul 1 - Sept 30): Nov 15 State Fiscal Quarter 2 (Oct 1 - Dec 31): Feb 15 State Fiscal Quarter 3 (Jan 1 - Mar 31): May 15 State Fiscal Quarter 4 (Apr 1 - Jun 30): Aug 15

vi. If the contractor decides to make payment via ACH, this information can be obtained via email upon request from the Participating Entity contact.

c. Any quarter with zero sales must be reported as zero sales. This may be done electronically via email to the State of Alaska as described in Section VII.a of this participating addendum.

II. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Appendix B1

III. BUSINESS LICENSE: Contractor shall within 30-days of signature provide a copy of the Alaska Business License and shall maintain a valid business license during the term of the Master Agreement and any renewals or extensions granted by the Lead State.

IV. INSURANCE. Each insurance policy required by this contract and participating addendum, including a Subcontractor’s policy, shall include the State of Alaska as an additional insured (with the exception of the Workers’ Compensation) and waive their rights of subrogation against the State of Alaska. Neither the “waiver of subrogation” or “additional insured” requirements apply to Professional Liability policies for errors and omissions.

The Contractor shall provide the State of Alaska certificate(s) of insurance necessary for the State to ensure compliance with the insurance provisions of this Addendum. The Contractor must keep the required insurance in effect during the full term of the contract including all renewals or extensions. Current certificates of insurance must be provided to the state prior to the expiration date of any required coverage; to include providing certificates of insurance for Subcontractors as applicable.

Upon request, Contractor shall provide a copy of the policy or policies or shall allow the State to inspect a copy of the policy or policies. Failure of the Contractor to provide and keep in force such insurance shall be regarded as material default, entitling the State to exercise any or all the remedies provided in the contract for a default by the Contractor.

The procuring of such required insurance shall not be construed to limit the Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of the https://oppm.doa.alaska.gov/media/1461/appendix-b1.doc solicitation or subsequent contract. Notwithstanding said policy or policies of insurance, the Contractor shall be obligated for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract.

The higher coverage limit(s) will be applicable in the event there is a discrepancy between the master agreement and State of Alaska insurance requirements as determined by the Division of Risk Management.

V. CANCELLATION. By signing this Addendum, the Contractor certifies that they will not support or participate in a boycott of the State of Israel. Failure to comply with this requirement may cause the state to cancel this participating addendum (Alaska Administrative Order No. 352).

https://gov.alaska.gov/admin-orders/administrative-order-no-352/

Version 2023.11.20

Interested State Information Form Please complete this form if your state wishes to be identified as a potential Participating Entity (“Interested State”) in the Request for Proposals for the NASPO ValuePoint portfolio named below (the “RFP”). A confidential draft of the RFP has been shared with NASPO primary members for review. Comments and questions on the RFP draft, as well as a completed copy of this form, may be emailed to the NASPO ValuePoint contact identified below by the indicated due date.

Submission of this form does not commit any Interested State to execution of any Participating Addendum.

I. SOLICITATION INFORMATION.

A. Portfolio Name: _______________________________________________________ B. Lead State: _________________________ C. RFP Number (if available): _________________________ D. NASPO ValuePoint Contact Name: ___________________________________ E. NASPO ValuePoint Contact Email: ___________________________________ F. Form Due Date: _______________

II. STATE INFORMATION. Please provide the information below. Forms should be completed and submitted only with the approval of the state’s NASPO primary member or designee. If your state requires a signature from the primary member or designee to indicate approval, they may sign below.

A. State: _________________________ B. State Point of Contact Name: ___________________________________ C. State Point of Contact Title: ___________________________________ D. State Point of Contact Email: ___________________________________ E. NASPO Primary Member or Designee Name: ___________________________________ F. NASPO Primary Member or Designee Email: ___________________________________

NASPO Primary Member or Designee Signature (if required): _______________________________

III. ESTIMATED ANNUAL VOLUME. Please provide your state’s estimated annual volume of spend on products and services within the scope of the RFP, based on historical usage and/or anticipated future usage. The Total Estimated Annual Volume for each Interested State will be included in the RFP for informational purposes only.

Providing an estimate does not commit any Interested State to any minimum or maximum volume of spend.

A. Estimated Annual Volume for State-level Entities: ____________________ B. Estimated Annual Volume for Non-state-level Entities: ____________________ C. Total Estimated Annual Volume (sum of A and B): ____________________

IV. PARTICIPATING ADDENDUM TERMS AND CONDITIONS. Interested States may attach state-specific terms and conditions to this form for inclusion in the RFP as potential Participating Addendum terms and conditions. Terms and conditions provided by Interested States will be shared with vendors for informational purposes only and will not be incorporated into the Master Agreement or addressed or negotiated by the Lead State. Participation and the terms and conditions applicable to each Participating Entity will be determined by the Participating Entity following negotiation of a Participating Addendum with a Contractor.

Please check one of the below.

My state is not providing terms and conditions for inclusion in the RFP.

My state has attached state-specific terms and conditions to this form, or included state-specific terms and conditions below, for inclusion in the RFP.

Contract Number: TO BE DETERMINED Title: State of Connecticut Intent to Participate

Terms and Conditions

State of Connecticut

AND

TO BE DETERMINED

Contract# TO BE DETERMINED

IT V12

This contract (the “Contract”) is made by and between TO BE DETERMINED (the “Contractor”) and the State of Connecticut, acting by its Department of Administrative Services (“DAS”) in accordance with sections 4a-2,4a-51 and 4d-2 of the Connecticut General Statutes.

The Contractor and the State agree as follows:

1. Definitions

The following definitions apply in this Contract, except to the extent modified in Exhibit A, Deliverables Document, in which case Exhibit A, Deliverables Document controls.

a. Acceptance

Determination made by the Client Agency upon successful User Acceptance Test that the Deliverable has satisfied the Acceptance Criteria itemized in the SOW, performs to the Specifications, and fulfills the business and technical requirements of this Contract.

b. Acceptance Criteria

Client Agency requirements for Deliverable Acceptance.

c. Acceptance Date

The date the Client Agency accepts a Deliverable or System in accordance with this Contract.

d. Administrator

A designated Client Agency representative who is responsible for managing the Client Agency’s User access to the Hosting Environment. The Administrator shall be responsible for implementing a role-based security policy process for access to the Hosting Environment.

e. Artificial Intelligence

“Artificial Intelligence” has the same meaning as provided in Conn. Gen. Stat. § 4a-2e, as may be amended.

f. Business Day

A day of the week recognized by the Client Agency as a workday, exclusive of Saturdays, Sundays and any State or federal holiday.

g. Claims

All actions, suits, claims, demands, investigations, and proceedings of any kind, open, pending, or threatened, whether mature, un-matured, contingent, known or unknown, at law or in equity in any forum.

h. Client Agency

Any department, commission, board, bureau, agency, institution, public authority, office, council, association, instrumentality or political subdivision of the State of Connecticut, non-profit organization organized in this State and any entity identified in Conn. Gen. Stat. Sec. 4a-54, as applicable, who is authorized and chooses to make purchases under, and pursuant to the terms of this Contract.

i. Client Agency Data

Any data or information of the Client Agency that Contractor receives or creates by any means and in any form in connection with this Contract, Deliverables or Performance, including data and information with respect to any one or more of the following: databases, systems, operations, facilities, and regulatory compliance.

j. Confidential Information

Any name, number or other information that may be used, alone or in conjunction with any other information, to identify a specific individual including, but not limited to, such individual's name, date of birth, mother's maiden name, motor vehicle operator's license number and residential address, Social Security number, employee identification number, employer or taxpayer identification number, alien registration number, government passport number, health insurance identification number, demand deposit account number, savings account number, credit card number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris image, or other unique physical representation. Without limiting the foregoing, Confidential Information shall also include any information that DAS classifies as “confidential” or “restricted.”

Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

k. Confidential Information Breach

Generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, or State.

l. Contractor IP

Contractor’s materials and other intellectual property (1) in existence prior to this Contract, (2) created, developed or acquired during the Term but not exclusively for the State, or (3) identified as Contractor IP in the applicable SOW; or (4) otherwise developed or acquired independent of this Contract and employed by the Contractor in connection with the Deliverables.

m. Contractor Parties

Contractor’s members, principals, directors, officers, shareholders, partners, managers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity or with whom Contractor contracts to Perform under this Contract in any capacity.

n. Corrective Action Plan, or CAP

A detailed written plan produced by Contractor at the request of the Client Agency to correct or resolve a Breach identified by the Client Agency in accordance with the Breach section of this Contract.

o. Deliverable

Each (1) Good, Service, Maintenance Services, Improvement, Materials, Documentation, System, process or information of any type, whether stand-alone or intended as part of the integration of the System with existing hardware or software of the State, and whether or not used for administrative, maintenance, consulting, training, data warehousing, operations, support, hosting, or fulfillment of Performance; and (2) warranty of a Deliverable(s) that is listed in the Pricing Schedule or provided by Contractor as an element of Contractor’s overall approach and solution to the requirements of this Contract. Any one of them or a combination of any of them may be developed or produced by Contractor or by a third party as a supplier or subcontractor to Contractor.

p. Deliverables Document

Exhibit A which sets forth and describes the Deliverables that are to be provided or made available to the State under this Contract or in a Statement of Work, as applicable, and the specific requirements and terms applicable to those Deliverables.

q. Deliverables Implementation Schedule

A schedule for Performance and delivery, including phases, the Go-Live Date, dates of completion, and the procedures for Acceptance by the Client Agency, as applicable or appropriate, for specific Deliverables to be provided pursuant to this Contract, or Statement of Work, as applicable, subject to extension by the Client Agency in accordance with this Contract or Statement of Work, as applicable.

r. Documentation

All Specifications; all technical, systems and user reference manuals; all System documentation related to each component of the System, Deliverables and processes; and any Improvements to any of them.

s. Force Majeure Event

Strikes, lockouts, riot, sabotage, rebellion, insurrection, acts of war, acts of terrorism, failure of or inadequate permanent power, fire, flood, earthquake, epidemics, natural disasters, and acts of God.

t. Goods

All things which are movable, including, but not limited to, supplies, materials, equipment, hardware, software, specially manufactured things, a component incorporated into another thing and things that are attached to real property and that may be severed from the real property without material harm to the things.

u. Go-Live Date

The date of enterprise-wide installation of the System, upon and after which the System must Perform enterprise-wide in accordance with the Documentation, as the date may be extended from time to time in accordance with this Contract.

v. Hosting Environment

Collectively the platform, environment, and conditions on, in, or under which the Licensed Software is intended to be installed and operate, as set forth in this Contract and the Contract Exhibits, including such structural, functional and other features, conditions and components as hardware, operating software, System architecture and configuration.

w. Hosted Services

The provision, management, operation, support, warranty and maintenance of the Licensed Software within the Contractor’s setting or location including Contractor’s services identified in Exhibit A, Deliverables Document.

x. Improvement

Any Contractor changes, patches, corrections, repairs, replacements, additions, modifications, enhancements, Updates, releases, revisions, error fixes, bug fixes or any new versions of Deliverables, or any combination of the foregoing, that are to be or may be provided as a Deliverable from time to time. An Improvement may serve any purpose. Improvements do not include Upgrades to software for which Contractor charges its customers, or Upgrades by a Licensor that is charging Contractor for such upgrade.

y. Key Contractor Personnel

The individual employees of Contractor who, from time to time, hold positions with the job functions described in a Statement of Work or Purchase Order in accordance with this Contract.

z. Licensed Software

The commercial off-the shelf software product provided by Contractor in connection with the Deliverables, for which the Client Agency or DAS acquires a personal, non-exclusive, non-transferable license to access and use, but does not acquire the Licensor’s title to such software product.

aa. Licensor

The party who licenses all or any part of a Deliverable either to the State, in the case of the Contractor, or to the Contractor, in the case of a third-party provider.

bb. Maintenance Services

The software and process support services described in this Contract, or a Statement of Work, as applicable.

cc. Materials

Collectively, software programs, literary works, other works of authorship, documented specifications, designs, analyses, processes, methodologies, concepts, inventions, know-how, programs, program listings, program tools, Documentation, reports, drawings, data bases, spreadsheets, machine readable text, models and work product, whether tangible or intangible.

dd. Perform

All acts and things of the Contractor and Contractor Parties, severally and collectively, that are necessary or appropriate to fulfill or accomplish this Contract fully, including the Deliverables and all other Contract obligations. The word “Perform” includes all parts of speech.

ee. Performance Criteria

IT V12

Operation of the Deliverables in compliance with all Specifications and Documentation and complying with the requirements of this Contract and a Statement of Work, as applicable.

ff. Price Schedule

Exhibit B to this Contract which when read in conjunction with Exhibit A, Deliverables Document, lists the Deliverables available under this Contract and establishes the components, unit pricing and price schedules for each Deliverable.

gg. Purchase Order

A written or electronic document that the Client Agency issues for one or more Deliverables in accordance with the terms of this Contract.

hh. Records

All working papers and such other information and materials furnished or prepared by the Contractor in Performing including but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries, memoranda and correspondence, kept or stored in any form.

ii. Replacement Deliverable

Any new Deliverable that replaces a previously accepted Deliverable.

jj. SaaS, Software as a Service

The proprietary, web-enabled computer program(s) and related documentation and services known as TO BE DETERMINED utilized by the Contractor to Perform the Deliverables by providing to the Client Agency subscription services.

kk. Services

The labor or work, necessary or appropriate for the Contractor to Perform.

ll. Service Level Agreement (“SLA”)

Exhibit TO BE DETERMINED, which sets forth and describes the service level and maintenance and support agreement or those performance standards, response times and associated obligation between the parties, that may be set forth in this Contract or in a Statement of Work as applicable.

oo. Site

Location(s) specified by the Client Agency where Deliverables are to be installed, Services rendered, or materials furnished.

pp. Solicitation

A State request, in whatever form issued, inviting bids, proposals or quotes for Deliverables, typified by, but not limited to, an invitation to bid, request for proposal, requests for information or request for quotes. The Solicitation and this Contract shall be governed by the statutes, regulations and procedures of DAS. The Solicitation is incorporated into and made a part of this Contract as if it had been fully set forth in it if, but only if, the Solicitation is in the form of an invitation to bid, request for information or request for quotes. A Solicitation in the form of a

IT V12

request for proposal is not incorporated into this Contract in its entirety, but, rather, it is incorporated into this Contract only to the extent specifically stated in Exhibit A, Deliverables Document.

qq. Solicitation Response

A submittal in response to a Solicitation.

rr. Specifications

Contractor’s published technical and non-technical detailed descriptions of each Deliverable’s capabilities, or intended use or both, as more fully set forth in this Contract or a Statement of Work, as applicable.

ss. State

The State of Connecticut, including DAS, the Client Agency and any office, department, board, council, commission, institution or other agency of the State.

tt. Statement of Work (“SOW”)

Statement issued in connection with a Purchase Order for a Deliverable available under this Contract which sets forth all work and payment requirements for Contractor's Performance in connection with said Purchase Order.

uu. System

Contractor furnished or otherwise supplied Deliverables that collectively and in an integrated fashion fulfill the Performance Criteria and the business and technical requirements of this Contract or SOW, as applicable.

vv. Term

The original term of this Contract plus any extensions exercised under this Contract.

ww. Termination

An end to this Contract prior to the end of its Term.

xx. Title

All ownership, title, licenses, rights and interest, including, but not limited to, perpetual use, of and to the Deliverable.

yy. Upgrade

A change to the primary version number of the Licensed Software, generally providing additional features or functionality.

zz. Update

A change to the Licensed Software to correct bugs or defects, patches or changes to enable the Licensed Software to operate on new or upgraded operating platforms.

aaa. User

IT V12

A Client Agency representative that may access the System. User access will be subject to role-based security implemented by the Client Agency’s Administrator.

bbb. User Acceptance Test

Those procedures that permit the State to authenticate and test the functionality of a Deliverable with real world scenarios to determine if the Deliverable performs in accordance with this Contract.

ccc. Warranty Period

The TO BE DETERMINED period commencing upon the Acceptance Date for the System or Deliverable.

2. Term of Contract; Contract Extension

This Contract will be in effect from the date that the Connecticut Attorney General’s Office approves it, as evidenced by its signature below (the "Effective Date") through TO BE DETERMINED. DAS, in its sole discretion, may extend this Contract for additional terms beyond the Term, prior to Termination or expiration, one or more times for a combined total period not to exceed the complete length of the original Term.

3. Deliverables

Contractor shall sell, transfer, convey and license, as appropriate, to the State each Deliverable and Perform in accordance with this Contract and the Statement of Work, as applicable. The Deliverables are set forth in accordance with Exhibit A, Deliverables Document and shall be acquired through duly issued Purchase Orders.

a. Any Purchase Order accepted by Contractor is subject to the terms of this Contract and shall remain in effect until Client Agency’s accepts full Performance of all Deliverables contained in the applicable Purchase Order, unless terminated sooner under the terms of this Contract. Neither party shall be bound by any additional substantive terms that may appear in any Purchase Order.

If a Purchase Order includes any such terms, then they shall be void ab initio and have no effect.

b. Notwithstanding any other provision of this Contract, Contractor shall not make any material change to the Deliverables that alters the nature or scope of the Deliverables or their intended use without the prior written consent of DAS. DAS shall not give its consent unless the changed Deliverables are of a similar nature and have a similar use as the original Deliverables.

c. No additions to or reductions in the Deliverables and prices for work completed in the Performance of any Purchase Order shall be permitted unless the Client Agency issues a change order in accordance with this Contract.

The Client Agency shall issue a Purchase Order when acquiring any Deliverable or Service available under this Contract and, if appropriate, a Statement of Work mutually acceptable to the purchasing Client Agency and the Contractor.

4. Payments and Credits

a. The Client Agency shall pay for Deliverables only upon Acceptance pursuant to this Contract and a SOW, as applicable, and receipt of a properly documented invoice from the Contractor. At the

IT V12

Client Agency’s request, Contractor shall submit to the Client Agency such documentation as the Client Agency deems it to be necessary or appropriate to justify and support the Performance detailed in any invoice, prior to the Client Agency approving the invoice for payment.

b. The Client Agency shall pay Contractor upon Acceptance within net forty-five (45) days after each calendar month end and receipt of Contractor’s properly documented invoice and supporting detail, whichever is the later date.

c. The State shall make all payments to the Contractor through electronic funds transfer via the

Automated Clearing House (“ACH”) or through the State of Connecticut Purchasing Card Program (“P-Card Program or P-Card”) in accordance with sections 4-98(c) and 42-133ff(a) of the Connecticut General Statutes. Contractor shall enroll in ACH through the Office of the State Comptroller prior to sending any invoice to the State. The Contractor may obtain detailed information regarding ACH at: http://www.osc.ct.gov/vendor/directdeposit.html.

d. Contractor shall be equipped to receive orders issued by the Client Agency using the P-Card

Program. The Contractor shall be responsible for the credit card user-handling fee associated with P-Card Program purchases. The Contractor shall charge the P-Card upon acceptance of Goods delivered to the Client Agency or Deliverables accepted.

e. Questions regarding the state of Connecticut P-Card Program may be directed to the Procurement Card Program Administrator at DAS.PCardAdmin@ct.gov.

f. Contractor shall furnish separate invoices for each Purchase Order and shall itemize each charge included in each invoice as a separate line item.

5. Order and Delivery

The Contractor shall Perform in accordance with Exhibit A, Deliverables Document and at the prices set forth in Exhibit B, Price Schedule.

Except as it may otherwise be set forth in Exhibit A, Deliverables Document or Exhibit B, Price Schedule, as applicable, the Contractor shall deliver the Goods F.O.B. wherever specified by the Client Agency in its Purchase Order or in another communication to Contractor.

Subject to the Sections in this Contract concerning Force Majeure, Termination and Open Market Purchases, this Contract shall bind the Client Agency to order the Deliverables from the Contractor, and to pay for the accepted Deliverables in accordance with Exhibit B, Price Schedule.

6. Purchase Orders

a. This Contract itself is not an authorization for the Contractor to begin Performance in any way.

The Contractor may begin Performance only after it has received a duly issued Purchase Order against this Contract for Performance.

b. The Client Agency shall issue a Purchase Order against this Contract directly to the Contractor and to no other party.

c. All Purchase Orders shall be in written or electronic form, bear the Contract number (if any) and comply with all other State and Client Agency requirements, particularly the Client Agency’s requirements concerning procurement. Purchase Orders issued in compliance with such requirements shall be deemed to be duly issued.

d. A Contractor Performing without a duly issued Purchase Order in accordance with this Section does so at the Contractor’s own risk.

http://www.osc.ct.gov/vendor/directdeposit.html mailto:at%20DAS.PCardAdmin@ct.gov

IT V12

e. The Client Agency may, in its sole discretion, deliver to the Contractor any or all duly issued Purchase Orders via electronic means only, such that the Client Agency shall not have any additional obligation to deliver to the Contractor a “hard copy” of the Purchase Order or a copy bearing any hand-written signature or other “original” marking.

7. Delivery

a. Delivery shall be made as ordered and in accordance with this Contract. Unless otherwise specified in this Contract, delivery shall be to a loading dock or receiving platform. The Contractor or Contractor’s shipping designee shall be responsible for removal of Goods from the carrier and placement on the Client Agency loading dock or receiving platform. The receiving personnel of the Client Agency are not required to assist in this process. The decision of DAS as to reasonable compliance with delivery terms shall be final and binding. The burden of proof of proper receipt of the order shall rest with the Contractor.

b. In order for the time of delivery to be extended, the Client Agency must first approve a request for extension from the time specified in this Contract, such extension applying only to the particular item or shipment.

c. Goods shall be securely and properly packed for shipment, according to accepted standard commercial practice, without extra charge for packing cases, baling or sacks. The containers shall remain the property of the Client Agency unless otherwise stated in this Contract.

d. All risk of loss and damage to the Goods transfers to the Client Agency upon Title vesting in the

Client Agency.

8. Time of the Essence

Time is of the essence with respect to all provisions of this Contract that specify a time for Performance; provided, however, that this provision shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Contract.

9. Waiver

a. No waiver of any Breach of this Contract shall be interpreted or deemed to be a waiver of any other or subsequent Breach. All remedies afforded in this Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided in this Contract or at law or in equity.

b. A party’s failure to insist on strict performance of any provision of this Contract shall only be deemed to be a waiver of rights and remedies concerning that specific instance of Performance and shall not be deemed to be a waiver of any subsequent rights, remedies or Breach.

10. Emergency Standby for Deliverables

If any Federal or State official, having authority to do so, declares an emergency or the occurrence of a natural disaster within the State of Connecticut, DAS and the Client Agency may request the Goods and Services on an expedited and prioritized basis. Upon receipt of such a request the Contractor shall make all necessary and appropriate commercially reasonable efforts to reallocate its staffing and other resources in order to give primary preference to Performing this Contract ahead of or prior to fulfilling, in whole or in part, any other contractual obligations that the Contractor may have. The Contractor is not obligated to make those efforts to Perform on an expedited and prioritized basis in accordance with this paragraph if doing so will make the Contractor materially breach any other contractual obligations that the Contractor may have.

Contractor shall acknowledge receipt of any request made pursuant to this paragraph within 2 hours

IT V12

from the time that the Contractor receives it via Purchase Order or through a request to make an expedited or prioritized purchase through the State of Connecticut P-Card Program. If the Contractor fails to acknowledge receipt within 2 hours, confirm its obligation to Perform or actually Perform, as set forth in the Purchase Order or through the P-Card Program, then DAS and the Client Agency may procure the Performance from another source without further notice to Contractor and without creating any right of recourse at law or in equity against DAS or Client Agency.

11. Deliverable Evaluation, Acceptance and Ownership

a. Any Deliverable furnished by Contractor under the terms of this Contract will be subject to User Acceptance Testing. User Acceptance Testing (UAT) for each Deliverable begins as of the date the Client Agency notifies the Contractor in writing that the Deliverable provided for UAT has successfully met the Acceptance Criteria, was successfully delivered and/or installed in the development and testing computer environment and is ready for UAT. The following procedures will apply during UAT:

1. The Client Agency shall provide Contractor with (a) written notice of Acceptance of the

Deliverable or (b) a written statement which identifies in reasonable detail, with references to the applicable requirements, the deficiencies preventing Acceptance.

2. Contractor shall have five (5) Business Days, or such other period mutually agreed upon by the parties in writing, from the date it receives the notice of deficiencies to complete corrective actions to make the Deliverable conform in all material respects to the applicable Specifications. The Client Agency shall review the corrected Deliverable and notify Contractor in writing of Acceptance or rejection in accordance with the foregoing provisions of this Section.

3. The Acceptance Date for a Deliverable shall be the date of written notice of Acceptance of the Deliverable from Client Agency to Contractor.

b. After Acceptance by the Client Agency of each of the Deliverables required under Exhibit A, Deliverables Document, or a SOW, as applicable, the Client Agency shall perform UAT on the System for Acceptance prior to implementing the System in the Client Agency’s production environment. If UAT for the System is successfully completed, the Client Agency shall in writing notify the Contractor of the Client Agency’s Acceptance of the System, and the date of such notice will be the Acceptance Date for the System.

c. If requested by Contractor, Client Agency shall complete Contractor’s acceptance certificate, in a form reasonably acceptable to Client Agency, so long as such certificate does not amend, alter or modify in any way the terms of this Contract.

d. The State shall own all Deliverables provided by Contractor under this Contract, subject to subparagraph e) below, and shall have the right to alter, modify, create derivative works, copy and distribute any Deliverable acquired under this Contract including any and all configuration, programming, inventions or improvements to computer programs or base software or both, specifically developed by the Contractor and paid for by the Client Agency pursuant to this Contract. The State shall retain all ownership rights to any such configuration, programming, inventions or improvements.

1. The State shall own any inventions or improvements to Contractor IP, if such invention or improvement was developed in the Performance of this Contract and paid for by the State.

Contractor shall have a perpetual license at no cost to use any such inventions or improvements to Contractor IP for Contractor’s own or commercial purposes.

Nothing in this provision shall be construed as transferring to the State any ownership interest or rights to Contractor IP.

e. The State shall have a nonexclusive, nontransferable, perpetual license to use, alter, modify, create derivative works (without the right to sublicense) and copy Contractor IP in connection with the State’s business needs and operations if Contractor IP is provided to the State by Contractor in order to Perform any Services or provide any Deliverables required under this Contract.

f. If any Deliverable becomes the actual or prospective subject of any patent, copyright, license or proprietary rights claim or proceeding, Contractor shall do one or more of the following at the option of Contractor:

1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the function of the modified or substitute Deliverable equals or exceeds that of the original Deliverable);

2. Obtain for the Client Agency the right to continued use of the Deliverable; or

3. If neither 1 nor 2 above is commercially reasonable, Client Agency shall discontinue use of the Deliverable subject to such claim or proceeding and the Contractor shall refund the Client Agency the fees paid for the Deliverable.

g. Each party reserves for itself all proprietary rights not expressly granted to the other. Contractor shall not be limited in developing, using or marketing services or products which are similar to the Deliverables or Services provided under this Contract.

12. Data: Access and Ownership

a. Access to Contract and State Data

The Contractor shall provide to the Client Agency access to any data, as defined in Conn. Gen Stat. Sec. 4e-1, concerning this Contract and the Client Agency that are in the possession or control of the Contractor upon demand and shall provide the data to the Client Agency in a format prescribed by the Client Agency and the State Auditors of Public Accounts at no additional cost.

b. Ownership of Data

1. All ownership, title, licenses, proprietary rights and interest (including, but not limited to, perpetual use) (for purposes of this Ownership of Data Section, collectively, “Title”) of and to any and all data as defined in section 4e-1 of the Connecticut General Statutes, ("Data") that is uploaded, collected, stored, held, hosted, located or utilized by the Client Agency or Contractor and Contractor Parties directly or indirectly in connection with this Contract at all times is and will always remain vested in the State. At no time will Contractor have Title to such Data, wherever located.

2. At no cost to the State the Contractor and Contractor Parties shall, no later than fifteen (15) days after (i) receiving a written request from the Client Agency or (ii) Termination for any reason, deliver and transfer possession to the Client Agency all of the Data, in a format acceptable to the State.

3. At no cost to the State, the Contractor and Contractor Parties shall, no later than fifteen (15) days, unless otherwise mutually agreed to in writing by the Parties, after (i) receiving a written request from the Client Agency, (ii) receiving final payment from the Client Agency, or (iii) Termination for any reason, over-write and securely delete all of the Data, such that the Data will be expunged in a manner to make retrieval of the Data impossible.

4. The Contractor’s failure to deliver and transfer possession of the Data to a duly authorized agent of the Client Agency shall constitute, without more, a de facto breach of this Contract.

IT V12

Consequently, the Contractor shall indemnify and hold harmless the Client Agency and the State, as appropriate, for any and all damages, costs and expenses associated directly or indirectly with such failure. The damages, costs and expenses shall include, but not be limited to, those resulting from any corresponding contracting for credit or identity protection services, or both, and from any subsequent non-State use of any Data. If Contractor Parties will Perform for any purpose under this paragraph, the Contractor represents and warrants that it shall cause each of the Contractor Parties to so Perform and that each has vested in the Contractor plenary authority to cause the Contractor Parties to Perform. For purposes of this Ownership of Data Section, “Perform” shall include, but not be limited to, the obligations relating to the sale, transfer of Title, removal and transfer of possession of the Data and indemnifying and holding harmless the Client Agency and the State. The Contractor on its own behalf and on behalf of the Contractor Parties shall also provide, no later than 30 days after receiving a request by the Client Agency, such information as the Client Agency may identify to ensure, in the Client Agency’s sole discretion, compliance with the provisions of this Ownership of Data Section. This Ownership of Data Section survives Termination.

13. Change Order Within Scope

The Client Agency may, at any time, with thirty (30) calendar days' advance written notice to Contractor, request changes to the Deliverables that come within the scope of this Contract or the SOW, as applicable. Contractor shall not deny or delay approving the request. The request may include, but is not limited to, modifications or other changes required to correct System deficiencies, and changes required by new or amended State or federal laws and regulations or both that are included in the Deliverables in Exhibit A, Deliverables Document. Contractor shall make any changes to the Deliverables that are required due to Deliverable deficiencies or failure in accordance with the requirements of this Contract, without charge. Contractor shall at its sole cost and expense conduct any investigation necessary to determine the source of the problem requiring the change. No additions or reductions in the Deliverables and prices for work completed in the Performance of any Purchase Order shall be permitted unless the Client Agency issues a change order in accordance with this Section.

14. Rejected Items; Abandonment

a. The Contractor may deliver, cause to be delivered, or, in any…