4400004480_ContractFile w Amendment 4.pdf

STATEMENT OF WORK

INFORMATION TECHNOLOGY (IT) SERVICES

INVITATION TO QUALIFY (ITQ) CONTRACT

1 | P a g e

OVERVIEW: The purpose of the Information Technology (IT) Services ITQ is to qualify responsible and responsive Contractors to address IT service requirements of the Commonwealth of Pennsylvania’s executive agencies. In addition, Local Public Procurement Units, as defined by the Commonwealth Procurement Code, may use this contract in accordance with the COSTARS Provision contained within this document.

This contract is for fixed price, deliverables-based IT services projects.

The purchase of hardware, software and staff augmentation services are NOT PERMITTED under this contract.

Time and Materials (T&M) type services may be included as part of a deliverables-based project under the following circumstances:

• The project involves updating and maintaining software,

• The project involves a portion of work that has no definitive timeline or deliverable that can be realistically projected, and

• The project involves the use of alternative maintenance or development that is not amenable to a deliverable-based format.

T&M type services cannot be greater than 40% of the original Purchase Order value.

ISSUING OFFICE: This ITQ is managed and administered by the Commonwealth of Pennsylvania, Department of General Services (DGS), Bureau of Procurement. All inquiries should be referred to:

Janis Brown, Commodity Specialist Department of General Services, Bureau of Procurement 555 Walnut Street, Forum Place - 6th Floor Harrisburg, PA, 17101-1914 Telephone: (717) 346-3829 E-mail: janibrown@pa.gov

SERVICE CATEGORIES: Contractors will need to pick the appropriate commodity code(s) to qualify for this contract. Contractors will select the appropriate code(s) under the Business Details section of the qualification process. The Commonwealth has attempted to list specific services under each description. Any services that are not listed, but would fall within the normal services of the commodity code can be provided under the contract. The Commonwealth may add additional commodity codes as the need arises. The table below lists the appropriate commodity code and description of each service category.

COMMODITY CODE DESCRIPTION OF SERVICE CATEGORY

72100000-ITQ-12-Cabling Services

Internal Premise Voice Wiring Support Includes, but is not limited to: services pertaining to the internal building voice wiring (from demarc to jack) throughout the Commonwealth. These services can include, as needed, installation of new cabling, moves/adds/changes (MACs) as required by the Commonwealth for voice circuits and repair of existing voice cabling. Also included, as required, is the physical movement/placement of the devices associated with the wiring MAC. These devices include telephone handsets, key systems, or PBXs. Voice cabling support includes

2 | P a g e the ability to install, test, and troubleshoot all categories of wiring/cabling and connectors for voice. Voice circuits are typically used for POTS analog lines, Centrex and other Key systems, and digital ISDN. Circuits must be able to be tested according to the nature of the user device and the protocols it uses. May include approved materials such as cable, blocks, patch panels, connectors/jacks, adapter feed troughs, surface mount wire mold, conduit, raceways and racks, outlet boxes, and patch cords.

Internal Premise for Residential Voice and Data Wiring Support Includes, but is not limited to: services pertaining to the internal building wiring (from demarc to jack) throughout the Commonwealth. These services can include, as needed, installation of new cabling, moves/adds/changes (MACs) as required by the Commonwealth for voice and data circuits and repair of existing cabling. Also included, as required, is the physical movement/placement of the devices associated with the wiring MAC. These devices include telephone handsets, NT1s, key systems, PBXs, modems, and routers.

Cabling support includes the ability to install, test, and troubleshoot all categories of wiring/cabling and connectors for voice and data. Voice circuits are typically used for POTS analog lines, Centrex and other Key systems, and digital ISDN. Data circuits are typically dial up, digital ISDN, and, rarely, Frame Relay. Circuits must be able to be tested according to the nature of the user device and the protocols it uses. May include approved materials such as cable, blocks, patch panels, connectors/jacks, adapter feed throughs surface mount wire mold, conduit, raceways and racks, outlet boxes, and patch cords.

LAN Development/Upgrade and LAN Integration (Planning, Design, Implementation) both Hardwire and Wireless Technologies Includes, but is not limited to: the development of planning documents pertinent to the building of a new LAN system, the upgrading of an existing LAN system, the integration of two or more LANs, or the integration of two or more LANs via a WAN. The definition of user requirements, outlining possible alternatives, and the recommendation of a solution may be included in this activity. The Commonwealth may require any of the following areas to be addressed: LAN business and technical requirements, connectivity and interoperability, feasibility and constraints, cost/benefit analysis, workforce requirements, organizational impact on business processes, security requirements, etc. In addition, this includes the development of design documents pertinent to the building of a new LAN, the upgrading of an existing LAN, the integration of two or more LANs, or the integration of two or more LANs via a WAN. Determination of logical relationships and physical specifications are to be included in this activity.

The end result is formal conceptual and/or detailed design reports. These may include architectural design and structural design reports, each with network diagrams and other appropriate charts and documentation. Finally, this includes, but is not limited to, the services needed to develop and implement a new LAN system, the upgrade of an existing LAN, the services to integrate two or more LANs, or two or more LANs via a WAN.

Connectivity and interoperability issues are to be addressed. This may include development, physical and logical installation; project scheduling, and timetable determination. Necessary materials such as cable/connectors (patch cords/cables and patch panels) may be included in the installation. The end result of this activity is an installed (upgraded), fully functional LAN or fully integrated, functional systems. LAN hardware (hardwire or wireless) beyond the patch panel must be purchased from the appropriate Department of General Services contract.

LAN/WAN Cable Locating, Survey and Marking Includes, but is not limited to: the development of planning documents pertinent to the building of a new LAN system, the upgrading of an existing LAN system, the integration of two or more LANs, or the integration of two or more LANs via a WAN. The integration of LANs via a MAN will include services both internal and external to a physical location as

3 | P a g e well as between geographically diverse locations. The definition of user requirements, outlining possible alternatives and the recommendation of a solution may be included in this activity.

The Commonwealth may require any of the following areas to be addressed:

Cable Locating & Survey and Documentation Services The end result will be formal detailed findings design reports. These may include architectural design and structural design reports, each with network diagrams and other appropriate charts and documentation if required.

Cable Marking Services The end result will be all requested utilities within the designated/requested area be marked using the “APWA/CGA Temporary Marking Color Code” specified in PA Act 287

Note: The “Prevailing Minimum Wages” and “Union Labor” requirements must be followed when securing services under this service category. Click here to view the Prevailing Wage Act.

81110000-ITQ-14-

Consulting Services - IT General

Customer Relationship Management (CRM) Includes, but is not limited to: services such as feasibility studies, process or system gap analysis, organizational change readiness assessment, risk assessment, migration strategies and planning as they relate to consulting for IT CRM projects.

Electronic Document Management Systems (EDMS) Includes, but is not limited to: services such as planning for implementation of EDMS systems to include risk assessment, workflow analysis, workload management, network design and security consulting, application prototyping, system migration strategies, initial project imaging/digitizing, planning for document conversion (hardcopy to electronic or electronic to new system/media), and document indexing/queuing; and performance monitoring/ measurement, benchmarking, and collaborative tools (implies BPR) as they relate to consulting for EDMS projects.

eGovernment Includes, but is not limited to: services such as planning for implementation of web-based systems, including web site efficiency evaluations, accessibility reviews/audits, and security issues as they relate to consulting for eGovernment (web-based) projects.

Financial Includes, but is not limited to: services such as financial planning, cost control, systems/EDP audits, and cost benefits/return-on-investments (ROI) analyses as they relate to consulting for IT projects.

Operational Includes, but is not limited to: services such as risk assessment, work-flow analysis, application prototyping (for purposes of demonstration), scaling, facilities planning, performance monitoring/measurement, quality control benchmarks, efficiency reviews, and security issues as they relate to consulting for IT operations.

Organizational Includes, but is not limited to: services such as change management, ergonomics, skills analysis, information distribution, organization restructuring, and impact analysis as they relate to consulting for IT organizations.

Planning Includes, but is not limited to: services such as needs assessment, risk assessment, evaluations, migration strategies, project planning for systems development, and feasibility studies as they relate to consulting for IT projects. Includes planning for SAP Integrated Systems.

http://www.legis.state.pa.us/CFDOCS/LEGIS/LI/uconsCheck.cfm?txtType=HTM&yr=1961&sessInd=0&smthLwInd=0&act=0442.&CFID=341789689&CFTOKEN=68930824

4 | P a g e

Research Includes, but is not limited to: services such as research on specific information technology topics/initiatives and providing findings/solutions. Also includes providing access to information technology research resources through telephone consulting, videoconferencing, presentations, forecasting, white papers, workshops, technology briefings, CD-ROM, Internet, print, fax and other electronic media or desktop technology.

81110000-ITQ-16-

Consulting Services - IT Security

Managed Security Includes, but is not limited to: services include, but are not limited to:

round-the-clock monitoring and management of intrusion detection systems and firewalls, overseeing patch management and upgrades, performing security assessments and security audits, and responding to emergencies.

Vulnerability Scan Includes, but is not limited to: services include vulnerability scans of internal and external networked systems to identify potential areas of risk.

Ethical Hacking & Penetration Testing Includes, but is not limited to: services include the process of attempting to circumvent and exploit know vulnerabilities within all aspects of network security.

Independent Services Assessments Includes, but is not limited to: services include assessment of standards and controls related to Infrastructure Service Support and Delivery as defined by the Information Technology Infrastructure Library (ITIL) / ISO 20000.

Regulatory Compliance Solutions Includes, but is not limited to: services include, but are not limited to: on-site audits, scanning and reporting of regulatory compliance requirements.

81110000-ITQ-17-

Consulting Services -

IV&V

Include, but are not limited to: requirements validation and tracing, milestone review, metrics analysis, test witnessing, site acceptance testing, defect investigation, vendor analysis and selection, quality assurance and management, reporting and documentation review for IT and telecommunications projects.

80100000-ITQ-15-

Consulting Services - IT Project Management

Include, but are not limited to: any services that assist agencies to govern, manage, measure, and resource their IT projects or portfolio of IT projects to improve overall business performance and support and maintain Commonwealth and industry project management standards and methodologies.

81110000-ITQ-19-

Consulting Services - Radio Services

Include, but are not limited to: procurement specification generation, procurement response analysis, research and information gathering of candidate low profile sites, perform FCC Database research, analysis of alternate wireless technologies, analysis of wire line vs.

wireless solutions, radio propagation analysis, microwave path surveys and analysis, microwave system design, two-way radio system design, mapping of targeted areas, attend project meetings and reviews, contacting site/land owners, coordinate design and rights of way with utility companies and landowners for site electrical and data line services and site access, field coverage surveys, field site surveys, grounding and bonding analysis, wireless needs analysis, system surveys, site planning and design, mobile data applications analysis and development, and quality assurance services relevant to wireless networking, installations and testing. It does not include the purchase or installation of hardware, software or other materials.

5 | P a g e

81110000-ITQ-18-

Consulting Services - Network Services & Telcom Services

Network Services Include, but are not limited to: the development of planning documents pertinent to the building of a new LAN system, the upgrading of an existing LAN system or the integration of two or more LANs, or the integration of two or more LANs via a WAN.

The definition of user, business and technical requirements, connectivity and interoperability issues, feasibility study, the identification of constraints, cost/benefit analysis, security requirements, the outlining of possible alternatives and the recommendation of a solution would be included in this activity. In addition, this includes, but is not limited to: the development of design documents, determination of logical relationships and the physical specifications. The end results are formal conceptual and/or detailed design reports that may include architectural design reports and structural design reports, each with network diagrams and other appropriate charts and documentation. Wireless LAN security pre and post installation reviews must follow all security standards established in the Commonwealth including the most current Wireless LAN Information Technology Bulletin. It does not include the purchase or installation of hardware, software, cabling or other materials.

Customer Relationship Management (CRM) Includes, but is not limited to: services such as feasibility studies, process or system gap analysis, organizational change readiness assessment, risk assessment, and planning as they relate to consulting for Telecommunications CRM projects.

Call Center/IVR Includes, but is not limited to: services such as call center/IVR review, design and/or development; financial best practices; review and evaluation specific to current and future call centers/IVRs; procurement specification development (precludes contractor from bidding); on-site and remote call testing, voice recognition performance testing, application analysis and tuning, automated load and stress testing, positive and negative path testing, Customer Behavior Intelligence, network support, (e.g., traffic studies, network performance studies, etc.) data storage solutions, recommendations for skill set development tools and skill set assessments, and agent coaching.

Voice over IP (VOIP) Includes, but is not limited to: services such as design, development, analysis, telecommuting, define risk, security, and standards compliance.

Financial Includes, but is not limited to: services such as financial planning, cost control, audits, and cost benefits/return-on-investments (ROI) analyses as they relate to consulting for Telecommunications projects.

Multimedia Includes, but is not limited to: services such as recording, audio-visual production, smart classrooms, web streaming, digital learning environments and video conferencing.

Operational Includes, but is not limited to: services such as risk assessment, facilities planning, performance monitoring/measurement, quality control benchmarks, efficiency reviews, and security issues as they relate to consulting for Telecommunications operations.

Organizational Includes, but is not limited to: services such as change management, information distribution, organization restructuring, and impact analysis as they relate to consulting for Telecommunications.

Planning Includes, but is not limited to: services such as needs assessment, policy analysis, strategic planning, network engineering, and feasibility studies as they relate to consulting for Telecommunications.

Research Includes, but is not limited to: services such as research on specific telecommunications technology topics/initiatives and providing findings/solutions. Also includes providing access to telecommunications technology research resources through telephone consulting, videoconferencing, presentations, forecasting, white papers, 6 | P a g e workshops, technology briefings, Internet, print, fax, CD-ROMs, and other electronic media or desktop technology.

81110000-ITQ-13-

Commercial Off-The-Shelf (COTS) Software Services

Include the following functions as they relate to COTS software implementation, but are not limited to: planning, business process re-engineering and workflow analysis, data migration services, systems testing, integration testing, installation, configuration, set-up activities (including interfacing with other systems as specified by the COTS software vendor), performance tuning for production readiness, performance tuning for currently installed production COTS set-ups that are having performance problems, quality assurance, planning, testing and deployment of COTS software upgrades (version/release/patch actions necessitated by COTS vendor), re-configurations or re-installation of COTS software environment (caused by changes in interfacing systems), customization (gap analysis, requirements gathering, programming to meet agency functionality requirements), documentation, technical and end user training associated with the installation, performance tuning, and customization unique to the COTS software packages. Also includes ongoing software maintenance and support.

86100000-ITQ-24-IT

Training - Classroom/Non- Classroom

Includes, but is not limited to: on-site, off-site instructor-led IT training for commercially available IT courses. It also may include training needs assessment and needs analysis, skills gap analysis, training plans as they pertain to commercially available IT courses, and training management software tools relevant to IT and telecommunications training. Software tools used to perform the assessment must remain the property of the service provider.

Includes, but is not limited to: Computer-Based Training (CBT), multi-media, video, audio, distance learning, Internet-provided services, instruction on client developed systems, course materials and train-the-trainer training. It also may include training needs assessment and needs analysis; skills gap analysis, training plans as they pertain to training for other than commercially available IT courses, and training management software tools relevant to IT and telecommunications training. Software tools used to perform the assessment must remain the property of the service provider.

81110000-ITQ-26-

Modifiable Off-The-Shelf (MOTS) Software Services

A MOTS software product is typically a COTS software product whose source code can be modified. The product may be customized by the purchaser, by the vendor, or by another party to meet the requirements of the customer.

Include the following functions as they relate to MOTS software implementation, but are not limited to: planning, business process re-engineering and workflow analysis, data migration services, systems testing, integration testing, installation, configuration, set-up activities (including interfacing with other systems as specified by the MOTS software vendor), performance tuning for production readiness, performance tuning for currently installed production MOTS set-ups that are having performance problems, quality assurance, planning, testing and deployment of MOTS software upgrades (version/release/patch actions necessitated by MOTS vendor), re-configurations or re-installation of MOTS software environment (caused by changes in interfacing systems), customization (gap analysis, requirements gathering, programming to meet agency functionality requirements), documentation, technical and end user training associated with the installation, performance tuning, and customization unique to the MOTS software packages. Also includes ongoing software maintenance and support.

7 | P a g e

81110000-ITQ-27-

Software Development Services

Include, but are not limited to: requirements definition, data modeling, prototyping, conceptual design, detail design, specifications construction, coding, testing (all levels), correcting, debugging, compiling, documentation, input/output functions, interfacing, data base design, systems conversion and/or migration, systems stress testing, workflow analysis, implementation, change management as it pertains to application changes and version control, initial implementation training, code security, data administration/warehousing, data architecture functions, data integration, data purification, mentoring during post implementation tuning/shakedown, knowledge transfer/initial maintenance and project management relevant to IT software development projects. Includes all forms of software development including Electronic Document Management Systems (EDMS), and eGovernment (web-based) Systems. It does NOT include Biometrics.

Specialized Software Development Services subcategories are specified below:

Application Maintenance and Enhancements includes ongoing maintenance and enhancements to existing applications.

SAP includes meeting the services listed above within the description of Software Development Services as they relate to SAP software development.

JAVA includes meeting the services listed above within the description of Software Development Services as they relate to JAVA software development.

.NET includes meeting the terms listed above within the description of Software Development Services as they relate to .NET software development.

81110000-ITQ-28-

Subscription Based Web Application Services or Software as a Service (SaaS) Procurements

Include, but are not limited to, the following functions as they relate to Commercial Subscription-Based Web Applications or Software as a Service (SaaS) procurements: hosting of an application, database, component or service on the vendor’s infrastructure, maintenance of the application and hosting of the infrastructure, application subscription services, distributed connectivity services, clustering services, disaster recovery services, customization and configuration activities and usage subscriptions based on the agency’s actual usage of the service, bandwidth bursting services, providing end user support services, training of end users and backup and restoration services.

81110000-ITQ-23-IT

Integrator Services

Include, but are not limited to: multi-faceted integrated technology solutions or information systems to meet an agency’s business requirements. These solutions may include hardware and software products from multiple suppliers. Creation of these information systems may include designing or building a customized application or architecture, and integrating it with new or existing hardware, packaged or custom software and a communications infrastructure. However, the hardware and software used to provide the integrated solution may not be included in this contract. They must be purchased through an existing statewide contract or other appropriate procurement method.

81100000-ITQ-21-

Geospatial Technologies/Geospatial Information Systems (GT/GIS) Services

Includes, but is not limited to: requirements definition, systems analysis, systems architecture design, application software design, programming, coding, testing (all levels), prototyping, systems integration, software configuration and implementation, QA/QC, workflow design and analysis, initial implementation training, mapping, debugging, capacity planning, systems utilization and usability studies, strategic planning, presentations, documentation, code and software security, global positioning system (GPS) functions, spatial data development and metadata creation, spatial data collection, spatial data modeling, digital imagery, digitizing, spatial data architecture functions, spatial data caching functions, project management, and database management relevant to Geospatial Technologies/Geospatial Information Systems (GT/GIS) that requires specialized skill sets and experience with enterprise systems, languages, and technologies. It does not include the purchase of hardware, software or other materials.

8 | P a g e

81110000-ITQ-20-Disaster Recovery Services

Includes, but is not limited to: provision of disaster recovery services including off-site hosting, recovery, back-up and replication of data systems and associated data. Also includes consulting, designing, and planning of disaster recovery solutions in support of the agencies’ business continuity plans. Also included are hot-site, warm-site, cold-site and mobile recovery facilities complete with redundant computing components that allow for the short notice restoration of data services. Contractors may offer a variety of pricing models based on services requested, including dedicated and subscription fee models.

REQUEST FOR QUOTES (RFQ) PROCEDURES: Commonwealth agencies will issue RFQ to qualified Contractors, through the Commonwealth’s Custom Portal, through the JAGGAER system. Contractors will respond to the RFQ in the system. The requesting agencies may require the qualified Contractors to furnish, upon request, additional documentation in the RFQ, such as work experience, certifications, etc. The qualified Contractors selected for the RFQ process will receive a Purchase Order (PO) and will supply services to meet the specific requirements as indicated in the RFQ.

Rev 07.01.2009 Page 1

Master Information Technology (IT) Services Invitation to Qualify (ITQ) Contract Part IV – Terms and Conditions

A supplier, prior to submitting its electronic bid, must agree to the terms and conditions for this Master IT Services ITQ Contract, 4400004480. These terms and conditions are non-negotiable. A supplier’s failure to agree to these terms and conditions will result in the inability to submit its electronic bid.

CONTRACT FOR

INFORMATION TECHNOLOGY SERVICES

BETWEEN

COMMONWEALTH OF PENNSYLVANIA,

Acting by and through the

DEPARTMENT OF GENERAL SERVICES

AND

<COMPANY NAME>

CONTRACT NO. 4400004480

Rev 07.01.2009 Page 2

THIS CONTRACT, made at Harrisburg, Pennsylvania, in the county of Dauphin, Commonwealth of Pennsylvania, by and between the COMMONWEALTH OF PENNSYLVANIA, acting by and through the Department of General Services, with offices at Harrisburg, Pennsylvania, hereinafter called the Commonwealth and <COMPANY NAME>, hereinafter called the Contractor, acting through its proper officials;

WITNESSETH THAT:

WHEREAS, the Commonwealth has need for Information Technology (IT) Services (the “Services”); and

WHEREAS, the Commonwealth issued an Invitation to Qualify (ITQ) for the Master IT Services ITQ through an Invitation for Bids (IFB) and the Contractor submitted a bid in response to the ITQ; and

WHEREAS, the Commonwealth has the authority to enter into this Contract for the Services on a multiple award basis according to Section 517 of the Commonwealth Procurement Code, 62 Pa.C.S.

§517; and

WHEREAS, the Commonwealth has evaluated the Contractor’s Proposal and determined that the Contractor has met the qualification requirements of the ITQ.

NOW, THEREFORE, for and in consideration of the foregoing premises and mutual promises hereinafter set forth, the parties hereto agree, with the intention of being legally bound, as follows:

1. GENERAL

a. Upon determination that the Contractor meets the ITQ requirements, the Commonwealth will issue a contract to the Contractor in accordance with Section 55 hereof.

b. Upon receipt of a Purchase Order (PO) issued under this Contract, the Contractor agrees to furnish the requested services to the Commonwealth agency issuing the PO.

2. COST

The total cost for Services provided for each PO under this Contract shall be the amount stated in each PO. The Issuing Agency will establish a payment schedule with the Contractor and the Contractor agrees that payment shall be made in accordance with such payment schedule. No separate reimbursement will be made for travel, lodging or subsistence. All costs for travel, lodging or subsistence must be included in the costs provided to the Issuing Agency and incorporated into the PO.

3. OVERVIEW

The purpose of this multiple award Contract is to provide agencies of the Commonwealth with the Services that are within the scope of this Contract.

Rev 07.01.2009 Page 3

4. DEFINITIONS

a. Contact Person. The individual designated by the Issuing Agency to administer and monitor POs issued by the Issuing Agency under this Contract. The Contact Person is authorized to issue POs and amendments to POs and to terminate POs.

b. Contracting Officer. The person authorized to administer this Contract for the

Commonwealth and to make written determinations with respect to the Contract (as opposed to individual POs, which shall be administered and monitored by the Issuing Agency) is the DGS Chief Procurement Officer. The Contracting Officer is NOT authorized to sign this Contract or any amendment, but is authorized to terminate this Contract.

c. Days. Unless specifically indicated otherwise, days mean Commonwealth business days.

d. Developed Materials or Developed Works. Except for Contractor’s internal communications relating to Services of this Contract that are not delivered to the Commonwealth, all documents, data, records, software, samples or any other literary works or other works of authorship produced by Contractor in carrying out the obligations and Services under this Contract, without limitation. Developed Materials and Developed Works are used interchangeably in this Contract and have the same meaning.

e. Documentation. A term used to refer to all materials required to support and convey information about the services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media.

f. Contract Effective Date. The date that the Contract has been fully executed by the

Contractor and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained.

g. Issuing Agency. The Commonwealth agency issuing the PO under the terms and conditions of this Contract.

h. Proposal. Contractor’s response to a Request for Quotations (RFQ) issued by the Issuing Agency.

i. Services. All activity necessary to satisfy the PO as defined by the Issuing Agency in the

Statement of Work (SOW) incorporated into the PO.

5. CONTRACT SCOPE

a. This Contract will include various IT service categories. All of the categories are described more fully via the ITQ web site at http://www.itqrp.state.pa.us

b. The ITQ web site is the place that shows the specific service categories for which the

Contractor has been found qualified.

http://www.itqrp.state.pa.us/

Rev 07.01.2009 Page 4

c. If the Contractor must perform work outside of the daily operational hours set forth by the Issuing Agency, it must make arrangements with the Issuing Agency to assure access to the facility and equipment has been arranged. The Contractor must take such access into consideration when it is putting together its Proposal. No additional payment will be made on the basis of lack of access unless the Issuing Agency fails to provide access as agreed to between the Issuing Agency and the Contractor.

d. Unless specifically provided for in the PO, the Contractor shall not offer for sale or provide Commonwealth agencies with any hardware or software (i.e., personal computers, file servers, laptops, personal computer packaged software, etc.). If the PO does not specifically include the provision of software, Contractors may recommend the use of hardware and software, without requiring agencies to purchase the recommended hardware and software. Software and hardware that is NOT on statewide contract will be acquired through separately procured purchase agreements, and the Contractor shall not be considered for award of such agreements.

e. Contractor shall comply with the IT standards and policies issued by the Governor’s

Office of Administration, Office for Information Technology (OA/OIT) (located at:

http://www.portal.state.pa.us/portal/server.pt?open=512&objID=416&PageID=210791& mode=2), including the accessibility standards set out in IT Bulletin ACC001, IT Accessibility Policy. The Contractor shall ensure that Services procured under this Contract comply with the applicable standards. In the event such standards change during Contractor’s performance of a PO, and the Issuing Agency requests that Contractor comply with the changed standard, then any incremental costs incurred by Contractor to comply with such changes shall be paid for pursuant to a change order to the PO.

6. ORDER OF PRECEDENCE

a. If any conflicts or discrepancies should arise in the terms and conditions of this Contract, or the interpretation thereof, the order of precedence shall be:

i. This Contract;

ii. The data resident on the ITQ web site at http://www.itqrp.state.pa.us and incorporated herein by reference at the date of execution of the Contract or issuance of an RFQ off of this Contract, whichever is later, including but not limited to the promises and certifications the Contractor made in qualifying for the Contract;

b. If any conflicts or discrepancies should arise in interpretation of a PO, the order of precedence shall be:

i. This Contract;

ii. The PO and any attachment thereto, including: (1) the Contractor’s Proposal, as accepted by the Commonwealth; (2) the RFQ.

http://www.portal.state.pa.us/portal/server.pt?open=512&objID=416&PageID=210791&mode=2 http://www.portal.state.pa.us/portal/server.pt?open=512&objID=416&PageID=210791&mode=2

Rev 07.01.2009 Page 5

7. CONTRACT INTEGRATION

a. This Contract, including the Contract signature pages, together with the data resident on the ITQ web site at http://www.itqrp.state.pa.us, as described in Section 6, constitutes the final, complete, and exclusive Contract between the parties containing all the terms and conditions agreed to by the parties. The Contract itself contemplates the issuance of RFQs and POs, and Technical and Cost proposal responses by the Contractor, the content of which will augment the Contract when issued and executed as anticipated under this

b. All representations, understandings, promises, and agreements pertaining to the subject matter of this Contract made prior to or at the time this Contract is executed are superseded by this Contract.

c. There are no conditions precedent to the performance of this Contract except as expressly set forth herein.

8. PURCHASE ORDERS (POs)

a. Prior to issuing a PO against this Contract, Issuing Agencies must follow the solicitation requirements and evaluation process established for this Contract and available at http://www.itq.state.pa.us. DGS may modify these procedures by posting revised procedures at the website specified above and which will become effective for subsequent projects not already in the solicitation process.

b. All documents issued by the Issuing Agency and all responses submitted by the

Contractors must be in electronic format and that format must be compatible with Microsoft™ Office. Documents may be read only, but may not be in .pdf format. The Issuing Agency may, at its option, also require that all documents be submitted in paper format.

c. Issuing agencies may issue POs against this Contract. A PO constitutes the Contractor’s authority to perform Services. Each PO will be deemed to incorporate the terms and conditions set forth in this Contract. In no event will the performance time period specified in a Purchase Order extend longer than ninety (90) days after the expiration date of the Contract term. The Contractor will be required to adhere to the requirements and/or specifications of the PO.

d. Purchase Orders under five thousand dollars ($5,000) in total amount may also be made in person or by telephone using a Commonwealth Procurement VISA Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. The Contractor agrees to accept payment through the use of the Commonwealth Procurement VISA card.

Rev 07.01.2009 Page 6

9. PERIOD OF PERFORMANCE

The Contractor, for the life of this Contract, shall complete all services as specified under the terms of this Contract and any PO resulting from this Contract. In no event shall the Commonwealth be responsible or liable to pay for any services provided by the Contractor prior to the Effective Date, and the Contractor hereby waives any claim or cause of action for any such services.

10. TERM OF CONTRACT

The term of the Contract shall commence on the Effective Date and shall end on June 30, 2014, with three optional one-year renewals. The option may be exercised, in the Commonwealth’s sole discretion as three one year renewals, as one multiple year renewal, or as a one year renewal and a multiple year renewal.

11. OPTION TO EXTEND

The Commonwealth reserves the right to extend this Contract or any part of this Contract up to three (3) months, or as necessary to prevent a lapse in Contract coverage.

12. SPECIAL REQUIREMENTS

The Commonwealth reserves the right to purchase Services within the scope of this Contract through other procurement methods whenever the Commonwealth deems it to be in its best interest.

13. SUBCONTRACTS

The Contractor may subcontract any portion of the Services described in this Contract to third parties selected by Contractor and approved in writing by the Issuing Agency, whose approval shall not be unreasonably withheld. Notwithstanding the above, if Contractor has disclosed the identity of subcontractor(s) together with the scope of work to be subcontracted in its Proposal, the Issuing Agency’s issuance of a PO is deemed to be approval of all named subcontractors and a separate approval is not required. The existence of any subcontract shall not change the obligations of Contractor to the Issuing Agency under this Contract. Upon request of the Issuing Agency, the Contractor must provide the Issuing Agency with a copy of the subcontract agreement(s) between the Contractor and the subcontractor(s). Contractor will require all of its subcontractors to adhere to the terms and conditions of this Contract.

14. OTHER CONTRACTORS

The Commonwealth may undertake or award other contracts or PO’s for additional or related work, and the Contractor shall fully cooperate with other Contractors and Commonwealth employees, and coordinate its Services with such additional work as may be required. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other Contractor or by Commonwealth employees. This Section shall be included in the Contracts of all Contractors with which this Contractor will be required to cooperate. The Commonwealth shall equitably enforce this Section as to all Contractors to prevent the imposition of unreasonable burdens on any Contractor.

Rev 07.01.2009 Page 7

15. PRIME CONTRACTOR RESPONSIBILITIES

The Contractor will be responsible for all services required under a PO issued under this Contract whether or not it provides them directly. The Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the PO.

16. INVOICES

a. Unless otherwise specified in a PO, subject to Issuing Agency review and acceptance, the Contractor shall invoice the Issuing Agency for Services performed only after acceptance of the Services in accordance with the PO. Invoices will be submitted as specified in the

PO.

For services provided on a time-and-materials basis, the Contractor shall invoice the Commonwealth on a monthly basis as services are provided.

For services provided on a fixed-price basis, and subject to Commonwealth review and acceptance, the Contractor shall invoice the Commonwealth for services performed only after acceptance of the services in accordance with Section 18 (INSPECTION AND

ACCEPTANCE).

b. At a minimum, the following information shall be furnished on all invoices, as applicable:

(1) A unique invoice number;

(2) The Contract number;

(3) PO number;

(4) The Contractor’s SAP/SRM Vendor Number;

(5) The period covered;

(6) For expenditure of manpower resources, including that of subcontractors

(solely related to Time and Materials invoices only; not required for Deliverables invoices):

(i) Position;

(ii) Rate per hour; and

(iii) Hours and cost thereof, itemized by tasks.

(7) Tasks completed by the Contractor during the billing period and approved by the Issuing Agency to the date of the invoice, and percentage of the phase represented thereby;

Rev 07.01.2009 Page 8

(8) Amounts invoiced to date and approved to date;

(9) Location, including address to which payment is to be made; and

(10) Invoices received by the Contractor from any subcontractor.

c. The Issuing Agency shall use its best efforts to pay all properly prepared and submitted invoices within forty five (45) calendar days from the date of receipt of such invoice by the Issuing Agency. Interest on late payments may only be paid if the contractor qualifies for such payment pursuant to the provisions of 4 Pa. Code § 2.31, et seq.

d. The Commonwealth or Issuing Agency may deduct from amounts due under an invoice any amounts owed to the Commonwealth under Section 29, Offset Provision for Commonwealth Contracts and Section 52, Liquidated Damages.

e. Electronic Payments

(1) The Commonwealth will make contract payments through the Automated

Clearing House (ACH). Within 10 days of award of the Contract or PO, the Contractor must submit or must have already submitted its ACH information within its user profile in the Commonwealth’s procurement system (SRM).

(2) The Contractor must submit a unique invoice number with each invoice submitted. The unique invoice number will be listed on the Commonwealth of Pennsylvania’s ACH remittance advice to enable the Contractor to properly apply the state agency’s payment to the invoice submitted.

(3) It is the responsibility of the Contractor to ensure that the ACH information contained in SRM is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments.

17. ASSIGNABILITY

a. Subject to the terms and conditions of this Section, the Contract is binding upon the parties and their respective successors and assigns.

b. The Contractor may not assign, in whole or in part, the Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of the Commonwealth, which consent may be withheld at the sole and absolute discretion of the Commonwealth.

c. Notwithstanding the foregoing, the Contractor may, without the consent of the

Commonwealth, assign its rights to payment to be received under the Contract or a PO, provided that the Contractor provides written notice of such assignment to the Issuing Agency together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of the Contract.

Rev 07.01.2009 Page 9

d. For the purposes of the Contract, the term “assign” shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.

e. Any assignment consented to by the Commonwealth shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned. The assignment form is provided via the ITQ web site at http://www.itqrp.state.pa.us.

f. A change of name by the Contractor, following which the Contractor’s federal identification number remains unchanged, is not considered to be an assignment. The Contractor shall give the Issuing Agency and the Contracting Officer written notice of any such change of name.

18. INSPECTION AND ACCEPTANCE

a. Acceptance of Developed Materials will occur in accordance with the Deliverable Approval Plan and/or criteria set forth in the SOW. For PO’s where the development of software, the configuration of software, or the modification of software is the deliverable, the Deliverable Approval Plan must include an Acceptance Test Plan. The Acceptance Test Plan will provide for a Final Acceptance Test, and may provide for Interim Milestone Acceptance Tests. Each Acceptance Test will be designed to demonstrate that the Developed Materials conform with the functional specifications for the Developed Materials, if any, and/or the requirements of the SOW. Contractor shall notify the Issuing Agency when the deliverable is completed and ready for acceptance testing. The Issuing Agency will not unreasonably delay commencement of acceptance testing.

(1) For Projects that require software integration a the end of the Project, as set out in the PO, the Commonwealth’s acceptance of a deliverable or milestone shall be final unless at the time of Final Acceptance, the Developed Materials do not meet the acceptance criteria set forth in the

SOW.

(2) For Projects that do not require software integration at the end of the

Project as set out in the PO, the Commonwealth’s acceptance of a deliverable or milestone shall be complete and final.

Rev 07.01.2009 Page 10

b. Contractor shall certify, in writing, to the Issuing Agency when a particular milestone, interim or final, is completed and ready for acceptance (hereinafter Acceptance). Unless otherwise set out in a SOW or PO, the Acceptance period shall be ten (10) days for interim milestones and thirty (30) days for final milestones. On or before the 10th day for interim milestones or 30th day for the final milestone, following receipt by the Issuing Agency of Contractor’s certification of completion of a particular milestone, the Issuing Agency shall, subject to Section 18(a) either: (1) provide the Contractor with its written acceptance of the Developed Materials in the completed milestone; or (2) identify to Contractor, in writing, the failure of the Developed Materials to comply with the specifications, listing all such errors and omissions with reasonable detail.

c. If the Issuing Agency fails to notify the Contractor in writing of any failures in the

Developed Materials within the applicable Acceptance period, the Developed Materials shall be deemed accepted.

d. If the Developed Materials do not meet an accessibility standard as set out in Section

5(e), the Contractor must provide written justification for its failure to meet the standard.

The justification must provide specific details as to why the standard has not been met.

The Issuing Agency may either waive the requirement as not applicable to the Issuing Agency’s business requirements or require that the Contractor provide an acceptable alternative. Any waiver of the requirement must be in writing.

e. Upon Contractor’s receipt of the Issuing Agency’s written notice of rejection, which must identify the reasons for the failure of the Developed Materials in a completed milestone to comply with the specifications, the Contractor shall have fifteen (15) days, or such other time as the Issuing Agency and Contractor may agree is reasonable, within which to correct all such failures, and resubmit the corrected Developed Materials, certifying to the Issuing Agency, in writing, that the failures have been corrected, and that the Developed Materials have been brought in compliance with the specifications. Upon receipt of such corrected and resubmitted Developed Materials and certification, the Issuing Agency shall have thirty (30) days to test the corrected Developed Materials to confirm that they are in compliance with the specifications. If the corrected Developed Materials are in compliance with the specifications, then the Issuing Agency shall provide the Contractor with its acceptance of the Developed Materials in the completed milestone.

f. If, in the opinion of the Issuing Agency, the corrected Developed Materials still contain material failures, the Issuing Agency shall have the option either to:

(1) Repeat the procedure set forth above; or

(2) Proceed with its rights under Section 22.

Rev 07.01.2009 Page 11

19. NOTICE OF DELAYS

Whenever the Contractor encounters any difficulty which is delaying or threatens to delay the timely…