2101. Instant Lottery Tickets Game Designs and Marketing Services~1.pdf

Instant Tickets, Game Design and Marketing Services

The Commonwealth of Massachusetts

Massachusetts State Lottery Commission

150 Mount Vernon Street, Suite 300 Dorchester, MA 02125

REQUEST FOR RESPONSE

Document Title:

Instant Lottery Tickets, Game Designs and Marketing Services

COMMBUYS Bid Number: BD-20-1062-LOT-BRLOT-47856

MSLC Document Number: RFR LOT # 2101

RFR Release Date: March 5, 2020

RFR Response Due Date/Time: May 28, 2020 at 3:00 PM

Please note: This is a single document associated with a complete Bid (also referred to as

Solicitation) that can be found on www.COMMBUYS.com. All Bidders are responsible for reviewing and adhering to all information, forms and requirements for the entire Bid, which are all incorporated into the Bid. Bidders may also contact the COMMBUYS Helpdesk at

COMMBUYS@state.ma.us or the COMMBUYS Helpline at 1-888-MA-STATE. The Helpline is staffed from 8:00 a.m. to 5:00 p.m. Monday through Friday Eastern Standard or Daylight time, as applicable, except on federal, state and Suffolk county holidays.

http://www.commbuys.com/ mailto:COMMBUYS@state.ma.us

Table of Contents

1 REQUEST FOR RESPONSE INFORMATION

1.1 SUMMARY AND PURPOSE

1.2 RFR CALENDAR/TIMELINE

1.3 RFR INSTRUCTIONS

1.3.1 Response Submission:

1.3.2 Response Format:

1.3.3 Volume I – Phase I Mandatory Response Requirements

1.3.4 Volume II – Phase II Technical Requirements

1.3.5 Volume III - Cost Proposal

1.3.6 Volume IV – Supplementary Proposal Information

1.3.7 Response Provisions:

1.3.8 Disqualification of Responses:

1.4 RFR EVALUATION PROCESS

1.5 ORAL PRESENTATIONS / INTERVIEWS

1.6 RFR TERMS AND CONDITIONS

1.6.1 RFR General Information

1.6.2 Procurement Specifications

1.7 COMPONENTS OF PROCUREMENT

1.7.1 Duration and Renewal Options

1.7.2 Acquisition Method

1.7.3 Single or Multiple Contracts

1.7.4 Contract Guidelines

1.7.5 Contract Performance and Additional Business Specifications

2 PHASE ONE EVALUATION – MANDATORY RESPONSE REQUIREMENTS

2.1 Phase One Evaluation Checklist

2.2 Mandatory Bidder Requirements

2.2.1 Minimum Bidder Qualifications

2.2.2 Legal Requirements

2.2.3 Bidder Licenses and Registrations

2.2.4 Confidentiality

2.2.5 Indemnification

2.3 Mandatory Forms

2.3.1 Standard Contract Form and Instructions

2.3.2 Commonwealth Terms and Conditions

2.3.3 Request for Taxpayer Identification Number and Certification (W-9)

2.3.4 Contractor Authorized Signature Verification Form

2.3.5 Consultant Contractor Mandatory Submission Form

2.3.6 Supplier Diversity Program

2.3.7 Invest in Massachusetts Plan

2.3.8 Business Reference Form

2.3.9 Tax Compliance Certification Form

2.3.10 EFT Form

2.3.11 Prompt Payment Discount Form

2.3.12 Commonwealth of Massachusetts State Lottery Commission’s Disclosure

Statement

2.3.13 Certification of Compliance Concerning Personal Information and Personal Data

Form 32

2.3.14 Additional Environmentally Preferable Products/Practices

2.3.15 Certificate of Non-Collusion

3 PHASE II REQUIREMENTS

3.1 Performance Requirements

3.2 Terminology and Definitions

3.3 INSTANT TICKETS

3.3.1 Ticket Samples and Testing

3.3.2 Ticket Quantities and Schedules

3.3.3 Ticket Sizes

3.3.4 Ticket Production and Delivery Schedules:

3.3.5 Book and Ticket Numbering and Coding

3.3.6 Ticket Quality

3.3.7 Perforations

3.3.8 Printing

3.3.9 No Omissions Policy

3.3.10 Printing Plant Security

3.3.11 Ticket Control in Manufacturing, Plant Storage and Shipment

3.4 Game Specifications/Working Papers

3.4.1 Digital Proofs and Void Tickets

3.5 TICKET PACKAGING AND LABELING FOR DELIVERY TO MSLC

3.5.1 Ticket Packaging

3.5.2 No Omissions Policy

3.5.3 Ticket Labeling

3.6 MARKETING

3.6.1 Marketing Environment

3.6.2 Marketing Support

3.6.3 Licensed Games

3.6.4 Research Responsibilities

3.6.5 Account Personnel

3.6.6 Annual Marketing Plan

3.6.7 Benchmark Introduction

3.7 ON-SITE APPROVALS/SIGN-OFF

4 ATTACHMENTS

1 REQUEST FOR RESPONSE INFORMATION

1.1 SUMMARY AND PURPOSE

The Massachusetts State Lottery Commission (“MSLC” or “Lottery”) intends to contract with one or more vendors to provide Lottery Instant Tickets, associated game designs and marketing services to support the sale of those Instant Ticket products and research services.

The overall objective of this procurement of Instant Tickets, Game Designs, Marketing

Support and Research Services is to increase the overall revenue generated from the sale of

Instant Tickets.

1.2 RFR CALENDAR/TIMELINE

The following is the tentative time schedule for the MSLC’s selection of qualified Bidders under this RFR. All dates are subject to change by the MSLC with notice on COMMBUYS.

Issuance of RFR March 5, 2020

Bidder Question Deadline 1 March 26, 2020 at 5:00 PM

Post Answers to Bidder Questions April 9, 2020

(posted on COMMBUYS at http://commbuys.com)

Bidder Question Deadline 2 April 23, 2020 at 5:00 PM

Post Answers to Bidder Questions May 7, 2020

(posted on COMMBUYS at http://commbuys.com)

RFR Bidder Submission Deadline May 28, 2020 at 3:00 PM

Approximate Notification of July/August 2020 Apparent Successful Bidder

NOTE: Questions concerning the RFR must be submitted to the RFR Contact Person in writing:

Lee Conroy, Procurement Manager

Massachusetts State Lottery Commission

ATTN: RFR LOT# 2101

E-mail Address: lotteryprocurement@masslottery.com

No other employee may be contacted, and responses from such other person shall have no effect on this solicitation.

http://commbuys.com/ http://commbuys.com/

1.3 RFR INSTRUCTIONS

1.3.1 Response Submission:

All responses and attachments must be submitted through the COMMBUYS system.

Additionally, the MSLC is requesting the original, twenty (20) copies and two (2) USB sticks (or equivalent USB storage device) of the Bidder’s response and attachments delivered in the same sealed package no later than May 28, 2020 at 3:00 PM EDT.

THE COST PROPOSAL(S) MAY BE SUBMITTED IN THE SAME PACKAGE AS THE REST OF THE

RESPONSE, BUT MUST BE SUBMITTED UNDER SEPARATE COVER IN A SEPARATE SEALED

ENVELOPE LABELED “COST PROPOSAL – RFR LOT# 2101”. DO NOT INCLUDE ANY COST

PROPOSALS ON THE MEMORY STICKS OR WITHIN THE ORIGINAL PROPOSAL SUBMISSION.

FAILURE TO MEET THIS REQUIREMENT MAY RESULT IN DISQUALIFICATION OF THE BID.

Responses and attachments both received by the MSLC and uploaded into COMMBUYS after this deadline date and time will not be evaluated. A facsimile or email response will not qualify as a “submission” for deadline purposes in advance of or in lieu of a hard copy submission. Facsimile and email responses will not be accepted.

Responses and attachments should be delivered to:

Lee Conroy, Procurement Manager Massachusetts State Lottery Commission

ATTN: RFR LOT# 2101

150 Mount Vernon Street

Suite 300 Dorchester, MA 02125

IMPORTANT: It is imperative that bids enclosed in “FedEx” or “UPS” type shipping containers be clearly marked with the bid number and title on the outer most container in order to be distinguished from regular delivery items. The MSLC will not be responsible for bid responses not properly marked.

1.3.2 Response Format:

Bidders responding to this RFR are required to prepare and submit proposals containing at least the information listed below and in the format specified. Bidders must conform precisely to this format for the MSLC to efficiently evaluate all proposals submitted.

Proposals submitted outside of this format may be rejected.

Bidders’ responses should be printed double sided, on standard 8.5” x 11” paper, using a font similar to that used in this RFR, a font size no smaller than 11, and contain no more than

1,200 pages (600 sheets of paper) to comprise all 4 volumes. It is understood that font and font size constraints do not apply to graphic images, e.g., graphs, charts, images, and screenshots. Bidders should notify the MSLC of any issues complying with these constraints as part of the question and answer process.

Bidders are required to bind all proposal information into three or optionally four volumes as indicated below. The volume itself should have either a hard or soft cover and accommodate

8 1/2" x 11" size text paper. It may be contained in a 3-ring, GBC, or equivalent form of binding.

1.3.3 Volume I – Phase I Mandatory Response Requirements

Please refer to Section 2.

Forms and attachments relative to Phase I should only appear in Volume I.

1.3.4 Volume II – Phase II Technical Requirements

Please refer to Section 3.

Forms and attachments relative to Phase II should only appear in Volume II.

1.3.5 Volume III - Cost Proposal

THE COST PROPOSAL(S) MAY BE SUBMITTED IN THE SAME PACKAGE AS THE REST OF THE

RESPONSE, BUT MUST BE SUBMITTED UNDER SEPARATE COVER IN A SEPARATE SEALED

ENVELOPE LABELED “VOLUME III COST PROPOSAL – RFR LOT# 2101”. FAILURE TO MEET THIS

REQUIREMENT MAY RESULT IN DISQUALIFICATION OF THE BID.

The Cost Proposal must be prepared in three (3) parts as specified below:

Letter of Transmittal

The Cost Proposal must include a Cost Letter of Transmittal signed by an individual authorized to contractually bind the Bidders. This letter must include the following:

a. Specify the products and services proposed.

b. State that the Cost Proposal will remain in effect for a period of one-hundred twenty (120) calendar days from the Proposal Due Date.

c. State that if Bidder’s proposal is accepted by the MSLC, all terms, conditions and cost tables, including all pricing shall remain in effect and upon which the MSLC may rely, for not less than one hundred twenty days from date of notice to Bidder of MSLC’s selection.

d. Include the name, title, address and telephone number of one or more individuals who is designated by the entity to respond to requests for additional information.

e. Each person signing the Proposal must certify that he/she is the person in the

Bidder's organization authorized to make decisions regarding the prices quoted, negotiate additional terms if selected, and must be authorized by corporate vote, manager’s certificate or clerk’s certificate.

f. A statement that Bidder has read, understands and affirms that this proposal meets the technical and business specifications of this RFR.

Cost Tables – Per Thousand Pricing

Per thousand ticket prices.

Bidders must provide ticket costs for each of the Instant Ticket configurations specified in

Attachment AA matrices. Bidders must provide ticket costs for every condition listed (e.g.

ticket size, pack size, ticket quantities, ticket stock, omissions policies, number of colors (front and back) etc.) Printing options not described in the Cost Tables should be listed and priced under miscellaneous columns.

For any additional ticket or supplementary specifications that stimulate additional consumer interest in certain games but would involve additional costs to the Lottery, Bidders must describe the specifications and the associated additional per thousand costs.

Specification variations for which the Massachusetts Lottery requires additional cost quotes

(if any) are as follows:

UV coating

Foil laminate paper stock

5”x8” pouch packages (printed 5 Colors and must be fully secure)

Additional graphics colors

Additional overprint colors

Additional imaging colors

Full color background printed in play area under scratch off material

Die cut tickets

The use of spot varnish

Multiple scenes

Fluorescent colors

Fold over tickets

Double sided play tickets

Oversized play tickets (12”x 12”+)

Playbook style ticket

Holographic imaging

Oversized Play tickets (8”x 12”) up to (12”x 12”)

HD symbols

OP /Graphic textured options

Holographic paper stock including any additional new developments in paper stock such as Micromotion, Sparkle, Scratch FX, Clear play

Note: Pouch packages do not have to be vendible. The pouch size to be priced is 5” x 8”.

Pouches are to be priced in 5 million, 10 million and 15 million quantities printed on front and back.

Licensed Games

Please provide the cost for each licensed property that your company currently has an agreement with to offer the name and attendant artwork. If your organization has concepts on how to build the license cost into the game structure, please provide a detailed analysis for each such concept. If your organization will agree to absorb license payments for the

MSLC if the MSLC purchases a specified number of games and/or tickets within a fixed period of time, the Bidder must provide specific details. Please provide only one copy of this supplement and include it with the cost table.

1.3.6 Volume IV – Supplementary Proposal Information

Volume IV - Supplementary Proposal Information. Volume IV may contain any other information or material which may serve to supplement the Bidder's proposal outlined in

Volume I. Items in this Volume do not need to be referenced in Volume I or Volume II.

Important – If a service offered requires additional costs, those costs must only appear in

Attachment AA – Cost Table and be clearly labeled as supplementary.

1.3.7 Response Provisions:

When responding to this RFR, Bidders should take note of the following provisions:

1. The MSLC reserves the right to request additional information from Bidders responding to this request. Additionally, upon reviewing the responses, the PMT may decide to have Bidders make oral presentations. The MSLC reserves the right to reject any and all responses to this request, to waive any minor informality in a response, and to request clarification of information from any Bidder responding. The MSLC, in its sole discretion, reserves the right to amend or cancel this RFR at any time.

2. All responses and their contents will become the sole property of the Commonwealth/ MSLC upon receipt and will not be returned to the Bidder.

3. The MSLC will not reimburse any Bidder for any costs associated with the preparation or submittal of any response to this request or for any travel and/or per diem incurred in any presentation of such responses.

4. The narrative response should address all items included in each section under RFR.

1.3.8 Disqualification of Responses:

1. Late Proposals: Proposals that are received after the deadline date and time shall be automatically disqualified.

2. Non-responsive Proposals: A response that fails to meet any material term, condition, requirement or procedure of this RFR may be deemed unresponsive and disqualified. The MSLC reserves the right to waive or permit cure of non-material errors or omissions. Non-responsive proposals shall include, but not be limited to those, which fail to address or meet any mandatory item, and those submitted in insufficient number, or in incorrect format.

3. Collusion: Collusion by two or more Bidders agreeing to act in a manner intended to avoid or frustrate fair and open competition is prohibited and shall be grounds for rejection or disqualification of any proposal(s) or termination of this contract. Bidders will be required to complete a “Certificate of Non-Collusion” as one of the mandatory forms to this RFR.

4. Debarred Bidders or Subcontractors: A Bidder, who is currently subject to any Commonwealth or federal debarment order or determination, shall not be considered for evaluation by the PMT. If a Bidder’s proposal is dependent upon the services of a named subcontractor and the disqualification of this named subcontractor would materially alter the proposal, that proposal shall be deemed unresponsive if the subcontractor is found to be debarred.

Proposals that indicate that subcontractors will be used but do not rely on any specifically named subcontractor shall not be deemed unresponsive if the disqualification of a proposed subcontractor will not materially alter the proposal.

1.4 RFR EVALUATION PROCESS

The RFR Evaluation Process will be conducted in three phases. A review team will complete the Phase I Review for all proposal submissions. The purpose of the Phase I Review is to eliminate any bids that are non-responsive to the requirements of the RFR. Bids that are deemed to be qualified based on the Phase I Review will be submitted to the PMT for additional review. The PMT will consist of staff from the MSLC who will make a recommendation to the Executive Director who will then report such to the Commissioners of the MSLC who will then accept or reject the recommendation.

1. Phase I Review:

Bidder’s responses will be reviewed based on listed criteria and completeness of response, including mandatory forms and compliance to submission criteria. Bids that do not comply with these components will be rejected and will not proceed to the Phase II Review. The

MSLC reserves the right to waive or permit cure of non-material errors or omissions.

2. Phase II Review:

Qualified bids, based on the Phase I Review, will be considered for additional review in Phase

II by the PMT. The Phase II Review may include any oral presentation/interview as may be requested by the PMT. The Phase II Review will represent 75% of the Bidder’s total score.

The 75% includes 10% for participation in the Supplier Diversity Program, 5% for the Invest in

MA Program and 60% for the technical components outlined in Section 3 – Phase II

Requirements.

3. Phase III Review:

The Phase III Review will represent 25% of the Bidder’s total score. Participation in Prompt

Pay Discount will account for 5% of the 25% Phase III Review.

1.5 ORAL PRESENTATIONS / INTERVIEWS

After completion of Phase I and initial review of Phase II but prior to Phase III, the PMT shall have the option to invite qualified Bidders to make oral presentations/come in for interviews.

Oral presentations/interviews provide the PMT with an opportunity to evaluate the Bidder through the presentation of their proposal. The PMT will make the decision on whether to have Bidders in for oral presentations/interviews. The decision to engage in oral interviews will solely be in the purview of the PMT. Based upon scores determined during the initial

Phase II evaluations of Bidders responses to the Phase II technical questions; it will be within the full discretion of the PMT to determine the cutoff for top scoring Bidders to move onto the oral presentations /interviews. If the decision is made to request oral presentations/interviews, then only Bidders that receive an invitation to participate in oral presentations/interviews will proceed to cost evaluation and Phase III. Bidders that do not receive an invitation to oral interviews will be eliminated from further consideration under this RFR. Additionally, the PMT reserves the right to adjust any Phase II score following any

Oral Presentation/Interview, and before proceeding on to Phase III.

The time allotments and the format shall be the same for all oral presentations/interviews.

The PMT will give the Bidder at least five (5) business days prior notice regarding the date of an oral presentation/interview. The PMT may waive the location and medium requirements of an oral presentation/interview upon the written request of a Bidder due to special hardships, such as a Bidder with disabilities or limited resources. In these circumstances, the

PMT may conduct oral presentations through an alternative written or electronic medium

(e.g., telephone, videoconference, TTY or Internet). The PMT may require the Bidders assign key personnel to conduct the oral presentation/interview.

A Bidder is limited to the presentation of material contained in its proposal, with the limited exception that a Bidder may address specific questions posed by the PMT regarding its proposal or provide clarification or correction of information contained in its proposal. Any other correction or modification of the proposal or the presentation of supplemental information shall be considered prejudicial to the interests of other Bidders and fair competition and shall not be permitted. A Bidder’s attempt to submit such corrections, modifications or supplemental information during an oral presentation/interview may subject the Bidder’s proposal to disqualification. A Bidder’s failure to agree to an oral presentation/interview may result in disqualification from further consideration. Oral presentations may be recorded by the MSLC as a matter of public record.

On-Site Visits. The PMT reserves the right to conduct on-site inspections of any or all Bidder locations at any time prior to the awarding of this contract to verify the Bidder’s ability to perform the services required. The PMT shall schedule the time of these site visits and shall provide notice of at least three (3) business days before a visit. Failure to agree to a site visit may result in disqualification of a Bidder’s proposal.

Once a contract is awarded, the Lottery reserves the right to conduct site visits during the life of the contract.

1.6 RFR TERMS AND CONDITIONS

1.6.1 RFR General Information

To the maximum extent possible, the MSLC follows the rules and regulations set forth in 801

Code of Massachusetts Regulations (“Code Mass. Regs.) 21.00: Procurement of Commodities and Services in this RFR. Words used in this RFR shall have the meanings defined in 801 CMR

21.00. Additional definitions may be identified in this RFR. All terms, conditions, requirements, and procedures included in this RFR must be met for a response to be qualified as responsive. Any response that fails to meet any material term, condition, requirement or procedure of this RFR may be deemed unresponsive and disqualified. The

MSLC reserves the right to waive or permit cure of non-material errors or omissions. The

MSLC and the Procurement Management Team (“PMT”) reserves the right to modify, amend, or cancel the terms of the RFR at any time.

Unless otherwise specified, all communications, responses, and documentation regarding this RFR must be in English; all measurements must be provided in feet, inches, and pounds;

equipment must be new and of current manufacturing models and unused; and all cost proposals or figures must be in U.S. Currency. All responses must be submitted in accordance with the specific terms of this RFR.

1.6.2 Procurement Specifications

1. Alternatives.

A response which fails to meet any material term or condition of the RFR, including the submission of required forms, may be deemed unresponsive and disqualified. Unless otherwise specified, Bidders should submit responses proposing alternatives that provide equivalent, better or more cost-effective performance than achievable under the stated RFR specifications. These alternatives may include related services that may enhance performance during the period of the contract. The response should describe how any alternative achieves substantially equivalent or better performance to that of the RFR specifications. The MSLC will determine if a proposed alternative method of performance achieves substantially equivalent or better performance.

2. Bidder Communication.

Bidders are prohibited from communicating directly with any employees of the MSLC, including any MSLC departments and divisions and Office of the Treasury and Receiver

General, its affiliated commissions, boards, and trusts,1 or any member of the PMT regarding this RFR and may be disqualified for doing so at the determination of the PMT, except as specified in this RFR, and no other individual Commonwealth employee or representative is authorized to provide any information or respond to any question or inquiry concerning this

RFR. Bidders may communicate with the contact person for this RFR in the event this RFR is incomplete or the Bidder is having trouble obtaining any required forms electronically through COMMBUYS (https://www.commbuys.com).

3. Brand Name or Equal.

Unless otherwise specified in this RFR, any reference to a particular trademark, trade name, patent, design, type, specification, producer or supplier is not intended to restrict this RFR to any manufacturer or proprietor or to constitute an endorsement of any service. The MSLC will consider clearly identified offers of substantially equivalent services submitted in response to such reference.

4. Change in Financial Condition.

1 For purposes of this RFR, Office of the State Treasurer and Receiver General (“Treasury”), includes Advisory

Board to the Comptroller, State Retirement Board, Board of Bank Incorporation (Division of Banks and Loan

Agencies), Water Pollution Abatement Trust (now known as the Clean Water Trust), Pension Reserves

Investment Management Board, Massachusetts Convention Center Authority, Massachusetts School Building

Authority, Teachers’ Retirement Board, Alcoholic Beverages Control Commission, Health Care Security Trust, Commissioners on Fireman’s, Economic Empowerment Trust Fund

Bidders are required to immediately inform the Executive Director of the MSLC in writing of any major change in the financial condition or organization of the company during the procurement process and thereafter during the contract term, if selected. Misrepresentation or failure of the Bidder to notify the MSLC shall be grounds for contract award cancellation and/or termination.

5. COMMBUYS Market Center.

COMMBUYS is the official source of information for this RFR and is publicly accessible at no charge at www.commbuys.com. Information contained in this document and in COMMBUYS, including file attachments, and information contained in the related Bid Questions and

Answers (Q&A), are all components of the RFR, as referenced in COMMBUYS, and are incorporated into the RFR and any resulting contract.

Bidders are solely responsible for obtaining all information distributed for this RFR via

COMMBUYS. RFR Q&A supports Bidder submission of written questions associated with a

RFR and publication of official answers.

It is each Bidder's responsibility to check COMMBUYS for:

Any amendments, addenda or modifications to this RFR, and

Any RFR Q&A records related to this RFR.

The Commonwealth accepts no responsibility and will provide no accommodation to Bidders who submit a response based on an out-of-date RFR or on information received from a source other than COMMBUYS.

Bidders may not alter (manually or electronically) the RFR language or any RFR component files. Modifications to the body of the RFR, its specifications, or terms and conditions, which change the intent of this RFR are prohibited and may disqualify a response.

6. COMMBUYS Subscription.

Bidders should obtain a free COMMBUYS Seller subscription which provides value-added features, including automated email notification associated with postings and modifications to COMMBUYS records.

All Bidders submitting a response to this RFR agree that, if awarded a contract, the Bidder will: (1) maintain an active seller account in COMMBUYS; (2) when directed to do so by the procuring entity, activate and maintain a COMMBUYS-enabled catalog using Commonwealth

Commodity Codes; (3) comply with all requests by the procuring entity to utilize COMMBUYS for the purposes of conducting all aspects of purchasing and invoicing with the

Commonwealth, as added functionality for the COMMBUYS system is activated; and (4) utilize any market system adopted by the Commonwealth during the RFR process.

http://www.commbuys.com/

Commonwealth Commodity Codes are based on the United Nations Standard Products and

Services Code (“UNSPSC”).

The COMMBUYS system introduces new terminology, which bidders must be familiar with in order to conduct business with the Commonwealth. To view this terminology and to learn more about the COMMBUYS system, please visit the COMMBUYS Resource Center.

7. Conflict of Interest.

Prior to an award of any contract, the Bidder shall certify in writing to the MSLC that no relationship exists between the Bidder and the MSLC that interferes with fair competition or is a conflict of interest, and no relationship exists between the Bidder and another person or organization that constitutes a conflict of interest with respect to a state contract. No official or employee of the Commonwealth who exercises any function or responsibility in the review or approval of the undertaking or carrying out of this project shall, prior to the completion of the project, voluntarily acquire any personal interest, either directly or indirectly, in this contract or proposed contract.

The Bidder shall provide assurance that it presently has no interest and shall not acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of its services hereunder. The Bidder shall provide assurances that no person having any such known interests shall be employed during the performance of this contract.

8. Costs.

Costs that are not specifically identified and defined in the Bidder's response, and accepted by the MSLC, will not be compensated hereunder this RFR and or awarded contract. The

MSLC will not be responsible for any costs or expenses incurred by Bidders in responding to this RFR.

9. Electronic Communication/Update of Bidder’s/Contractor’s Contact Information.

It is the responsibility of the prospective Bidder and qualified company to keep current the E-mail address of the Bidder’s contact person and prospective contract manager, if awarded a contract, and to monitor that E-mail inbox for communications from the PMT, including requests for clarification. The PMT and the Commonwealth assume no responsibility if a prospective Bidder’s/awarded Contractor’s designated E-mail address is not current, or if technical problems, including those with the prospective Bidder’s/awarded Contractor’s computer, network or Internet service provider cause E-mail communications sent to/from the prospective Bidder/awarded Contractor and the PMT to be lost or rejected by any means including E-mail or spam filtering.

10. Environmental Response Submission Compliance.

In an effort to promote greater use of recycled and environmentally preferable products and minimize waste, all responses submitted should comply with the following guidelines:

- All copies should be printed double sided.

- All submittals and copies should be printed on recycled paper with a minimum post-consumer content of 30% or on tree-free paper (i.e., paper made from raw materials other than trees, such as kenaf). To document the use of such paper, a photocopy of the ream cover/wrapper should be included with the response.

- Unless absolutely necessary, all responses and copies should minimize or eliminate use of non-recyclable or non-reusable materials such as plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Three ringed binders, glued materials, paper clips, and staples are acceptable.

- Bidders should submit materials in a format which allows for easy removal and recycling of all materials.

- Bidders are encouraged to use products that contain recycled content in their response documents. Such products may include, but are not limited to, folders, binders, paper clips, diskettes, envelopes, boxes, etc. Where appropriate, bidders should note which products in their responses are made with recycled materials.

- Unnecessary samples, attachments, or documents not specifically asked for should not be submitted.

11. Estimated Provisions.

The MSLC makes no guarantee that any commodities or services will be purchased from any qualification resulting from this RFR. Any estimates and/or past or current procurement volumes referenced in this RFR are included only for the convenience of Bidders and are not to be relied upon as any indication of future purchase levels.

12. Freight.

Unless otherwise specified, all products and services shall be “FOB Destination”. The MSLC will not assume any separate freight, mileage, travel time or any other associated charges in addition to the bid price. Any charges of this nature must be included in the bid price.

13. Mandatories and Desirables.

Mandatory specifications in this RFR are identified with the words “must,” “shall,” “will,”

“mandatory,” or “is required.” However, unless otherwise indicated Bidders must assume that every specification included herein is a mandatory specification. A mandatory specification is one that must be met for a response to be considered responsive. Any response, which fails to meet a mandatory specification of the RFR, will be deemed non-responsive and will be disqualified. Desirable specifications are designated with the words, “is desired,” “desirable,” and “highly desirable.” Absent explicit indication to the contrary stated in this RFR, Bidders may receive evaluation points for “desirable” goods and services.

14. Minimum Bid Duration.

Bidder responses made in response to this RFR must remain in effect for one-hundred twenty

(120) days from the date of bid submission and thereafter until either the Bidder withdraws the response in writing, a contract is negotiated and executed, or the procurement is canceled, whichever occurs first.

15. News Releases.

The successful Bidder shall not issue any news releases, advertising or promotional materials pertaining to the performance of the contract without prior approval by the Executive

Director of the MSLC

16. Payments.

Payment shall be made for services only after such services have been delivered and accepted by the MSLC. Payments shall be made only in arrears. No advance payments can be made to Contractors. Payment will be made forty-five (45) days after acceptance and following receipt of invoice or earlier if Prompt Pay is offered.

17. Prime Contractor Responsibility.

The MSLC requires a single point of responsibility for performance of any Contract that may result from this RFR. Subcontractors may be used, but the Prime Contractor must accept full responsibility for any subcontractor's performance. All subcontractors must be identified by the Prime Contractor, and the Prime Contractor must describe the type of contractual arrangement that will exist with all subcontractors. The Prime Contractor shall be responsible for meeting all of the terms of the Contract resulting from the RFR. Prior approval of the department is required for any subcontracted service of the contract.

Contractors are responsible for the satisfactory performance and adequate oversight of its subcontractors. Subcontractors are required to meet the same state and federal financial and program reporting requirements and are held to the same reimbursable cost standards as contractors.

18. Public Records.

All responses and information submitted in response to this RFR are subject to the

Massachusetts Public Records Law, Massachusetts General Laws (“G.L.”), Chapter 66, Section

10, and Chapter 4, Section 7, Subsection 26. Any statements in submitted responses that are inconsistent with these statutes will be disregarded. Bidders are advised that all proposals are deemed sealed, and therefore their contents will be treated as confidential and will not be disclosed to competing Bidders until the evaluation process has been completed, the

Bidder is selected, and the contract has been negotiated and executed.

19. Reasonable Accommodation.

Bidders with disabilities or hardships that seek reasonable accommodation, which may include the receipt of RFR information in an alternative format, must communicate such requests in writing to the RFR contact person. Requests for accommodation will be addressed on a case-by-case basis. A Bidder requesting accommodation must submit a written statement which describes the Bidder’s disability and the requested accommodation to the contact person for the RFR. The PMT reserves the right to reject unreasonable requests.

20. Restriction on the Use of the Commonwealth Seal.

Bidders and contractors are forbidden to display the Commonwealth of Massachusetts Seal in their response package or in any subsequent marketing materials if they are awarded a contract. Use of the Coat of Arms and the Great Seal of the Commonwealth for advertising or commercial purposes is prohibited by law.

21. Prohibition Against Selling or Distributing Information.

Any Bidder awarded a contract under this RFR is prohibited from selling or distributing any information collected or derived from the contract and/or procurement process, including lists of participating or eligible Commonwealth of Massachusetts employee names, telephone numbers, email addresses or mailing addresses.

1.7 COMPONENTS OF PROCUREMENT

1.7.1 Duration and Renewal Options.

The MSLC intends to enter into a five (5) year contract with the selected Bidder(s) for the services solicited in this RFR. The MSLC may, at its option, extend the contract for two (2) additional one year period(s) for a maximum contract term not exceeding seven (7) years, under the same or better terms and conditions as negotiated if deemed in the best interest of the MSLC. Bidders who offer price guarantees for the life of the contract will be held to that offer or such better terms as negotiated.

1.7.2 Acquisition Method.

Outright Purchase License Fee for Service Tax-exempt Lease Purchase Term Lease Lease Purchase Rental (not to exceed 6 months) Other (specify)

1.7.3 Single or Multiple Contracts.

The MSLC reserves the right to award any contract to a single or multiple Bidders, in the best interest of the MSLC in its sole discretion. The Bidder must agree to cooperate with such other Bidders, if requested by MSLC for a limited specific purpose and must not commit or permit any act that may interfere with the performance of work by any other Bidder.

1.7.4 Contract Guidelines.

It is the intent of this contract that the MSLC is the only user.

1.7.5 Contract Performance and Additional Business Specifications.

1. Evaluation and Selection of Contractor.

The MSLC shall have sole authority to evaluate and make the final selection of Bidder(s) for contract negotiation(s) pursuant to this RFR. Subsequent to the evaluation of both technical

(Phase I & II) and cost proposals (Phase III) by the PMT with final approval by the

Commissioners of the MSLC, the selected Bidder will be notified of the award of contract subject to any further negotiations and execution of documents.

2. Change in Terms.

The MSLC reserves the right to amend, modify or change the specifications identified in the

RFR at any time prior to the closing date. The MSLC reserves the right to negotiate with the selected Bidder(s) as to any element of cost or performance, including without limitation, elements identified in the RFR and/or the selected Bidder’s response in order to achieve the best value for the MSLC, which may include but is not limited to services to be rendered, terms of services, pricing and any other criteria MSLC determines best serves its business needs. The MSLC reserves the right to request from any Bidder a “best and final offer” as to the Bidder’s proposal or cost proposal. The MSLC reserves the right to procure some, all, or none of the services specified in this RFR.

3. Termination or Suspension.

Once retained, a Bidder’s service may be terminated or suspended from the MSLC’s contract for poor performance, failure to perform, fraud or other cause at any time without prior notice. Bidders may be terminated from the contract without cause with sixty (60) days prior written notice. The Bidder may not terminate the contract or performance except upon a minimum of 120 days written notice to the MSLC.

4. Permits and Compliance.

The Bidder shall procure and pay for all permits, licenses, and approvals necessary to perform the services solicited in this RFR. The Bidder shall comply with all applicable laws, ordinances, rules, orders and regulations related to the performance of the services solicited. The MSLC may, at its option, request documentation evidencing the Bidder’s compliance.

5. Rejection of Proposals.

The MSLC reserves the right to reject any and all proposals submitted under this solicitation in its sole discretion for any reason.

6. Fees Subject to MSLC Signatory Authorization.

All fees must be approved by the Executive Director or his designee and are subject to verification of performance.

7. Confidentiality Policy Regarding Bidder’s Support Staff and/or Bidders.

The MSLC may require Bidders’ to execute a non-disclosure agreement or have its support staff or outside Bidders to sign a confidentiality agreement for confidential information they will have or have access to.

8. Concurrent Contracts Running (Renewals and Transitions).

In the event that funds are not appropriated or otherwise made available to support continuation of performance in any fiscal year succeeding the first year or if satisfactory performance by the contractor does not ensue, the MSLC may terminate any contract hereunder. The MSLC, in it’s to sole discretion to exercise any option to renew. Any assistance required for this transition must be provided in a smooth and timely manner. If at any time the contract is canceled, terminated or expires, and a contract is subsequently executed with a firm other than the awarded Bidder, the Bidder agrees to assist in the smooth transition of contract services to the subsequent contractor.

9. Pricing: Price Limitation.

The Bidder must agree that no other state or public entity customer within the United States of similar size and with similar terms and conditions shall receive a lower price for the same commodity and service during the contract period, unless this same lower price is immediately effective for the Commonwealth. If the Commonwealth believes that it is not receiving this lower price as required by this language, the Bidder must agree to provide current or historical pricing offered or negotiated with other state or public entities at any time during the contract period in the absence of proprietary information being part of such contracts.

10. Submission of Proposal Materials and Oral Presentation.

All materials, representations and submissions made within the proposal and at the oral presentation are to become part of the contract binding the selected Bidder to uphold the materials, representations and submissions made by the selected Bidder within the proposal and at the oral presentations.

11. Fiduciary Status of the Bidder; Chapter 268A.

With respect to the performance of its duties and responsibilities hereunder, if awarded the contract, the Bidder acknowledges that it is a fiduciary, and that the Bidder will discharge its duties and responsibilities under this Agreement in accordance with the fiduciary standards of conduct and other requirements as they apply to the Bidder. The Bidder is advised of the existence of Massachusetts General Laws, Chapter 268A (the Massachusetts "Conflict of

Interest" statute), and is required to act and perform its duties in accordance with such provisions.

12. Security Breach Law, G.L. c. 93H.

The Bidder hereby acknowledges and agrees to comply with the requirements and responsibilities, including those of providing notice and response, as set forth in G.L. c. 93H concerning Security Breaches and any regulations implemented to effectuate security of

“personal information” as defined in § 1 of G.L. c. 93H. Bidder agrees that any personally identifiable information (“PII”) held by Bidders during the procurement or if selected, during the term of the contract will be held in the same manner as Bidders’ PII or better. In the event that Bidder is holding the MSLC’s intellectual property, Bidder shall be responsible for the safekeeping of all MSLC intellectual property under Federal and State Law.

2 PHASE ONE EVALUATION – MANDATORY RESPONSE

REQUIREMENTS

The following are mandatory requirements for the Bidder’s response to satisfy the Phase One

Evaluation criteria and remain in consideration for the Phase Two Response Evaluation.

It shall be the Bidder’s responsibility to read this entire document, review all referenced attachments, and comply with all its requirements. Bidders are responsible for reviewing

COMMBUYS for all the listed specifications and the required attachments/forms that should be submitted with this RFR Response (in order to be considered for selection). Any change or electronic alteration to the official version of these forms is not permitted and will not be accepted. Failure to submit the required attachments/forms with this RFR Response as specified, will be considered sufficient grounds for rejection of a Bidder’s Response. Specific instructions for completing these documents are included on the forms.

2.1 Phase One Evaluation Checklist

The form below shall be completed and submitted as the first page in the first volume of

Bidder Response.

MANDATORY RESPONSE REQUIREMENTS FOR PHASE ONE EVALUATION CHECKLIST

Bidder Name: _______________________________________________________________

Bidder must check each box to indicate that each mandatory phase one item from Section 2 has been completed (with authorized signature, if required) and included in their Response.

Title Page Yes (signed)

(The Title Page must be signed by at least one individual who is authorized to bind the firm contractually)

Mandatory Bidder Requirements

2.2.1 – Minimum Bidder Qualifications Yes (completed)

2.2.2 – Legal Requirements Yes (completed)

2.2.3 – Bidder Licenses and Registrations Yes (completed)

2.2.4 – Confidentiality Yes (completed)

2.2.5 – Indemnification Yes (completed)

Mandatory Forms

2.3.1 – Standard Contract Form and Instructions Yes (signed)

2.3.2 – Commonwealth Terms and Conditions Yes (Initial each page)

2.3.3 – Taxpayer Identification Number and Certification (W-9) Yes (signed)

2.3.4 – Contractor Authorized Signature Verification Form Yes (signed)

2.3.5 – Consultant Contractor Mandatory Submission Form Yes (signed)

2.3.6 – Supplier Diversity Program Forms Yes (signed)

2.3.7 – Invest in Massachusetts Plan Yes (signed)

2.3.8 – Business Reference Form Yes (completed)

2.3.9 – Tax Compliance Certification Form (Cert of Proof of App) Yes (completed)

2.3.10 – EFT Form Yes (completed)

2.3.11 – Prompt Payment Discount Form Yes (completed)

2.3.12 – Disclosure Statement Form Yes (signed)

2.3.13 – Personal Data Form Yes (completed)

2.3.14 – Environmentally Preferable Practices/Products Yes (completed)

2.3.15 – Certificate of Non-Collusion Yes (completed)

2.2 Mandatory Bidder Requirements

Bidder shall demonstrate compliance with each of the conditions outlined below. The Bidder must provide a written statement that their response meets the following qualifications:

2.2.1 Minimum Bidder Qualifications

To be eligible for selection and the contract award, the Bidder must agree to and comply with the following terms and conditions:

1. Agree to the terms and conditions of the Commonwealth Standard Contract and

Terms and Conditions;

2. Must include a statement from the authorized signatory stating that under the pains and penalty of perjury that the submitted proposal is in all respects a bona fide and fair response made without collusion or fraud with any other person. The word “person” shall mean any natural, joint venture, partnership, corporation or other business or legal entity;

3. A description of the current business entity structure, state of incorporation and organization structure, and retained client rate for the last three (3) years;

4. Bidder must provide, if applicable, a detailed description of information regarding any company bankruptcy proceedings, criminal charges against the company, directors or managers (provide a copy in an envelope marked “Legal” in the original response only), any mergers, acquisitions, etc. or name changes within the last three (3) years;

5. The Bidder shall provide audited financial statements for the past (3) years;

6. A statement that Bidder will ensure compliance with all industry standards and best practices in the provision of Services to MSLC and with all deliverables, and shall comply with all Federal and State laws in performing services and providing deliverables;

7. Acknowledge that this is a fee for services and deliverables, the payment amount which is to be determined based upon the MSLC’s annual funding appropriation;

8. The original transmittal letter must have a Signature and date (wet signature) in blue ink, and the signature must be that of one of the people authorized to execute contracts on behalf of the Bidder on the Bidder Authorized Signatory Listing.

2.2.2 Legal Requirements

Subject to the following legal and contract requirements, bidders must certify to the following requirements and/or provided a detailed statement of exception in connection with the listed requirements:

1. The rights granted in any contract with the MSLC hereunder this RFR may not be assigned or transferred without the prior express written consent of the MSLC nor is any delegation of responsibilities or obligations permitted without the express written consent of the MSLC:

2. The MSLC shall not be liable to Bidder under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by you, including loss of data, deliverables or the like, whether or not MSLC should have been advised;

3. The MSLC must be notified of any security incident or data breach immediately upon becoming aware of such incident or breach. Upon such knowledge, the Bidder (Vendor) shall

(1) notify the MSLC contract manager as reasonably requested to investigate and resolve the incident or breach (2) implement necessary remedial measures, if necessary, and (3) document responsive actions;

4. Immediately inform the Executive Director, in writing of any major change in the financial condition or organization of the business entity; failure to do so shall constitute a breach of the contract;

5. If, due to unforeseen circumstances, the MSLC determines that the scope of services needs to be substantially changed or modified, the MSLC maintains the right to amend the contract to adjust for cost, elements of performance or to amend the scope in order to obtain a more cost effective or better value service. Any amendment for any reason shall be in writing and shall become part of the contract.

6. The MSLC reserves the right to terminate the contract at any time for poor performance, failure to perform, fraud or any other reason at any time upon ninety (90) days’ notice except that the MSLC shall make payment for any expenses incurred for all work completed by the date of the termination.

7. All responses shall become the property of the MSLC submission and receipt. No responses or copies will be returned.

8. The MSLC reserves the right to reject a response based upon any of the information provided.

9. All copyrightable materials and any intellectual property of the MSLC used by the Bidder…