7360023269BaseContract.pdf

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

AGREEMENT FOR

PROJECT-BASED INFORMATION TECHNOLOGY CONSULTING

SERVICES (STATEWIDE)

BY AND BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

[CONTRACTOR]

[PB00000]

https://ogs.ny.gov/procurement

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

TABLE OF CONTENTS

1. INTRODUCTION

1.1 Overview

1.2 In-Scope Projects

1.3 Out-of-Scope Work

1.4 Estimated Quantities

1.5 Definitions

2. ADMINISTRATIVE INFORMATION

2.1 NYS Comptroller Approval

2.2 Appendices and Attachments

2.3 Conflict of Terms

2.4 Downstream Prohibition

2.5 Joint Ventures

3. CONTRACTOR QUALIFICATIONS

3.1 Minimum Qualifications

4. PERSONNEL AND BID BONDS

4.1 Designated Personnel

4.2 Performance and Bid Bonds

5. PERIODIC RECRUITMENT

5.1 Periodic Recruitment

6. AUTHORIZED USER OVERVIEW AND MINI-BID PROCESS

7. AUTHORIZED USER AGREEMENT TERMS AND CONDITIONS

7.1 Authorized User Agreement Transactional Order of Precedence

7.2 Contract Survival

7.2.1 No Cost Time Extension

7.3 No Cost Change Request

7.4 Enhancement Budget

7.5 Contractor Responsibilities to the Authorized Users in the Performance of Mini-Bids

7.5.1 Project Organization Chart

7.5.2 Eligibility to Work

7.5.3 Additional Requirements from Authorized Users

7.6 Authorized User Engagement Requirements

7.7 Deliverables for an Authorized User Agreement (Transaction)

7.8 Retainage

7.9 Reasonableness of Price

7.10 Fixed-Price

7.11 Consultant Disclosure Legislation

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

7.12 Travel, Meals, and Lodging

7.13 Payment Schedule

7.14 Mini-Bid Dispute Resolution Process

7.15 Mini-Bid Proposal Validity

8. CENTRALIZED CONTRACT TERMS AND CONDITIONS

8.1 Incorporation

8.2 Contract Term and Extensions

8.3 Short term Extension

8.4 Price

8.5 Pricelist Adjustments

8.5.1 CPI Price Adjustments

8.5.2 Price Decreases

8.5.3 Adding New Services

8.5.4 Deleting Services

8.6 Price Structure

8.7 Purchasing Card Orders

8.8 Minimum Order

8.9 Invoicing and Payment

8.10 Contract Administration

8.11 NYS Financial System (SFS)

8.12 Accessibility of Web-Based Information and Applications Policy

8.13 Insurance

8.14 Report of Contract Usage

8.15 Contract Participation

8.16 Contractor Requirements and Procedures for Participation by New York State Certified Minority- and Women-Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women

8.17 Participation Opportunities For New York State Certified Service-Disabled Veteran Owned Businesses

8.18 Vendor Responsibility

8.19 Tax Law Section 5-A

8.20 “OGS or Less” Guidelines

8.21 Non-State Agencies Participation in Centralized Contracts

8.22 Extension of Use

8.23 Subcontracting

8.24 New Accounts

8.25 Centralized Contract Modifications

8.26 Drug and Alcohol Use Prohibited

8.27 Traffic Infractions

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

8.28 Contract Documents; Records Retention

9. GENERAL PROVISIONS

9.1 Notices

9.2 Captions

9.3 Severability

9.4 Counterparts

9.5 Entire Agreement

CONTRACT SIGNATURE PAGE

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (June 2023) Appendix B – General Specifications Appendix C – Contract Modification Procedure Appendix D – Federal Funding Agency Mandatory Terms and Conditions

ATTACHMENTS

Attachment 1 – Pricing Attachment 4 – Insurance Requirements Attachment 8 – Report of Contract Usage Attachment 14 – Mini-Bid Participation Interest Template Attachment 15 – Mini-Bid Template Attachment 16 – How to Use This Contract Attachment 17 – No Cost Change Request Template Attachment 18 – Enhancement Request Template Attachment 19 – No Cost Time Extension Request Template Attachment 20 – Mini-Bid Financial Response Template Attachment 21 – Contractor Information Update Form Attachment 22 – Pricelist Update Form

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

STATE OF NEW YORK

OFFICE OF GENERAL SERVICES

AGREEMENT # [PB00000]

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

PROJECT-BASED INFORMATION TECHNOLOGY CONSULTING SERVICES (STATEWIDE)

THIS AGREEMENT (hereinafter the “Contract” or the “Agreement”) is made this [date], by and between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (OGS), whose office is on the 36th Floor, Corning Tower, Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242 (hereinafter referred to as the “State” or “OGS”) and [contactor] having its principal place of business at [address] (hereinafter referred to as the “Contractor”). OGS and the Contractor are collectively referred to as the “Parties.”

WHEREAS, OGS is statutorily authorized to enter into centralized contracts for services for use by New York State agencies, departments, public authorities, political subdivisions and any other entities authorized by statute to utilize its centralized contracts (hereinafter “Authorized Users”); and

WHEREAS, OGS has identified a need by New York State agencies and other Authorized Users for Project-Based Information Technology Consulting Services (Statewide) as further described herein; and

WHEREAS, OGS conducted a multi-award non-competitive Solicitation to identify the Bidder(s) that could provide the Project-Based Information Technology Consulting Services (Statewide) and that meet specific requirements as detailed in Solicitation number 23269 (hereinafter the “Solicitation”), which was advertised on February 7, 2024 in the New York State Contract Reporter, as required by New York State Economic Development Law; and

WHEREAS, awards were made by lot to responsive and responsible bidders who met the minimum qualifications specified in the Solicitation and offered reasonable rates as determined by OGS; and

WHEREAS, awarded contractors may bid on specific projects developed by Authorized Users in accordance with the terms of this Contract. Awards made by Authorized Users for specific projects will be based on best value and will result in an agreement between the Authorized User and awarded Contractor for the specific project; and

WHEREAS, OGS has determined that the Contractor submitted a responsive proposal for the lot(s) awarded, that the pricing proposed by Contractor is reasonable, that the Contractor is a responsible vendor, and that the Contractor is willing to provide the Project-Based Information Technology Consulting Services (PBITS) under the terms and conditions contained herein.

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

1. INTRODUCTION

1.1 Overview

This OGS Centralized Contract establishes a set of standardized terms and conditions, guidelines, processes, and templates for the development, distribution, and award of deliverable-based and fixed-price information technology (IT) projects, at the transactional level, through a mini-bid process.

There is a two-step process for each transaction. The first step was the establishment of this Centralized Contract, through a non-competitive multiple-award procurement process. The second step is competitive, based on the development of a specific project by an Authorized User in accordance with the contract terms. IT project needs, and an initial project duration not to exceed 3 years, will be identified by an Authorized User and documented in a statement of work (SOW). The statement of work will be distributed to Contractors based on specific lot(s), via the mini-bid process. An Authorized User will make a mini-bid award based on Best Value.

The mini-bid award will result in an Authorized User Agreement for Project Based IT Consulting Services.

Each Authorized User Agreement for Project Based IT Consulting Services will be governed first by the terms and conditions specified in this Centralized Contract and second by terms and conditions added to the Authorized User mini-bid. See Appendix B, Section 26 regarding modification of Contract terms.

Services available under this Contract are separated into four (4) lots. Contractor may be awarded more than one (1) lot.

Lot # Award Lots (Based on Project Value) Lot 1A

Limited to SDVOBs, M/WBEs and SBEs $50,000 - $250,000

Lot 1B Limited to SDVOBs, M/WBEs and SBEs $250,001 - $750,000*

Lot 2 $750,001*- $10,000,000 Lot 3 $10,000,001- $30,000,000

*The indicated Lot thresholds are based on the discretionary buying thresholds applicable to New York State agencies for purchases from New York State certified Minority- or Women-Owned Business Enterprises, New York State certified Service-Disabled Veteran-Owned Businesses and New York State Small Businesses pursuant to New York State Finance Law Section 160(6) as of the date of this Contract. OGS reserves the right, in its sole discretion, to adjust these Lot thresholds on notice to the Contractor in the event that New York State Finance Law is amended to include a different discretionary buying threshold for purchases from such entities during the term of this Contract.

1.2 In-Scope Projects

Project Based IT Consulting Services required by an Authorized User will be obtained via a mini-bid process under this Contract. The Authorized User will issue a mini-bid with a SOW for the required Project Based IT Consulting Services. A mini-bid may include, but will not be limited to, projects requiring analysis, data classification, design, development, testing, quality assurance, security and associated customized training for IT based applications.

Additional examples of in-scope projects include but are not limited to:

• Technical architecture advisory services;

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

• Business analysis for project development;

• Proprietary software application development/customization, programming, and integration;

• Data information management (including but not limited to data migration, data conversion, data manipulation, and data integration);

• Project management support services, including but not limited to project management, project quality assurance and control, and independent verification & validation (IV&V);

• Project scope development; *

• Managed services (as defined in Section 1.5– Definitions);

• Disaster recovery/Business continuity and testing;

• Quality assurance;

• Continuity of operations planning (COOP);

• Data categorization;

• Maintenance and support connected to a project within the same mini-bid;

• Open-source software implementation; and

• Up to 59 consecutive calendar days of Staff augmentation services that are part of a larger PBITS project as defined in Section 1.5 - Definitions.

*Downstream prohibition applies (see Section 2.4 – Downstream Prohibition).

1.3 Out-of-Scope Work

There are service offerings expressly excluded from the scope of this Contract. In many instances, such services and/or offerings are (or will be) covered by another OGS Centralized Contract. The following is a non-exclusive list of out-of-scope work:

• Staff augmentation services beyond 59 calendar days (Staff augmentation that is expected to last beyond 59 calendar days should utilize New York State OGS’s Hourly Based Information Technology Services Contract Award #23158 [or any subsequent replacement Contract]). Staff augmentation is not allowable as a standalone project;

• Time and material services;

• Web hosting;

• Automated network monitoring or any other service provided principally through an automated process;

• Hardware maintenance and support not connected to a project within the same mini-bid;

• Software maintenance and support not connected to a project within the same mini-bid;

• Services priced on a per asset basis;

• Services priced on a contingency basis;

• Prepackaged training courses;

• E-Learning;

• Acquisition of equipment (hardware);

• Acquisition of software, either Commercial off-the-shelf (COTS) software or pre-existing software;

• Acquisition of connectivity services, such as network provisioning, voice services (local, long-distance), or video bridging;

• Cloud solutions (as defined in Section 1.5 – Definitions) or “As a Service” offerings, including but not limited to SaaS, IaaS, PaaS, and XaaS, with the only exception being for Cloud Solutions offered as part of a Managed Service;

• Any offering that is a combination of equipment, hardware, or software, and cloud or “as a service offerings”; and

• Consulting or other installation work which is considered public works is excluded from purchase under the scope of this solicitation. For questions about whether a proposed work constitutes public work, please contact the New York State Department of Labor’s Bureau of Public Work https://online.ogs.ny.gov/purchase/snt/awardnotes/7301223158can.HTM

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

District Office in a specific area. A listing of district offices and contact information is available at http://www.labor.ny.gov/workerprotection/publicwork/PWContactUs.shtm.

1.4 Estimated Quantities

This Contract shall be an estimated quantity Contract. No specific quantities are represented or guaranteed, and the State provides no guarantee of individual Authorized User participation. The Contractor must furnish all quantities actually ordered at or below the Contract prices. The individual value of this Contract is indeterminate and will depend upon the lots awarded, the number of mini-bids awarded, and the competitiveness of the pricing offered within those mini-bids. Authorized Users will be encouraged to purchase from Contractors who offer the products and pricing that best meet their needs in the most practical and economical manner. See Appendix B, Section 28, Estimated/Specific Quantity Contracts, and Section 25, Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of products purchased under this Contract to vary substantially from the estimates in the Solicitation. Such factors include, but are not limited to, the following:

• Such Contracts may be non-exclusive Contracts.

• There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue in any manner consistent with previous purchases.

• The individual value of each Contract is indeterminate and will depend upon actual Authorized

User demand and actual quantities ordered during the Contract period.

• The State reserves the right to terminate any Contract for cause or convenience prior to the end of the term pursuant to the terms and conditions of the Contract.

• Contract pricing that is lower than anticipated could result in a higher quantity of purchases by

Authorized Users than anticipated.

• Contract pricing that is higher than anticipated could result in a lower quantity of purchases by

Authorized Users than anticipated.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of this Contract could vary substantially from the estimates provided in the Solicitation.

1.5 Definitions

Capitalized terms used in this Contract shall be defined in accordance with Appendix B, Section 2, Definitions, or as below.

Authorized User Agreement

The document resulting from the transactional mini-bid process, which sets forth the specifics regarding the services to be provided by the Contractor to the Authorized User, under this Contract.

Best Value The basis for awarding all service and technology contracts to the bidder that optimizes quality, cost, and efficiency, among responsive and responsible bidders. Such basis shall be, wherever possible, quantifiable (State Finance Law §163 (1) (j)).

Business Day Monday through Friday from 8:00 AM – 5:00 PM EST, excluding NYS holidays and federal holidays.

http://www.labor.ny.gov/workerprotection/publicwork/PWContactUs.shtm

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

Cloud Solution For purposes of this Contract, Cloud Solution shall mean any product or service sold as an “as a service” offering and has one or more of the following characteristics:

(a) Authorized User data is transmitted, acted upon, or stored on equipment not owned by an Authorized User;

(b) Allows a Contractor access to Authorized User data from a location other than the Authorized User’s premises;

(c) Allows an Authorized User access to data not owned by the Authorized User which access may or may not result in the collection of Authorized User data.

Cloud Solutions are permitted under this Contract only when performing Managed Services.

Consultant Disclosure Legislation

Chapter 10 of the laws of 2006 amends State Finance Law § 8 and § 163 by requiring:

1. that the Office of the State Comptroller (OSC) include in the Consulting

Services Report it compiles annually on contracts issued by state Agencies for consulting services during the previous fiscal year, certain additional information on employees providing services under such contracts -http://www.osc.state.ny.us/agencies/guide/MyWebHelp/Content/XI/18/C.htm;

2. that Contractors annually report certain employment information to the contracting Agency, the Department of Civil Service (DCS) and OSC; and,

3. that OSC include such employment information in the Procurement Stewardship Act Report it compiles annually.

Deliverables All services or products created during the performance or provision of services hereunder or identified as a “Deliverable” in an applicable mini-bid. A Deliverable is a building block of an overall project. For the purposes of this Contract, a Deliverable shall not be set forth as a status report, meeting attendance, or an invoice submission.

Fixed Price Authorized User Agreement

An agreement pursuant to this Contract that provides for a fixed cost for a defined project.

Government Contract A Contract let by a federal, state, or local governmental body within the United States.

Government Entity An entity at the federal, state, county, city, or municipal level.

Joint Venture A contractual agreement joining together two or more business enterprises for the purpose of performing on a state contract.

Knowledge Transfer The transfer of knowledge from the Contractor to the Authorized User.

Knowledge Transfer can include full written system documentation including all system changes, training classes, manuals, and other items. Depending on the scope of the transaction there may or may not be a deliverable cost associated. All materials will be the property of the Authorized User unless specifically negotiated during the award process.

Managed Services For purposes of this Contract, Managed Services are the outsourcing for a defined term of ongoing IT functions, such as network application, infrastructure, and maintenance; authentication; data backup and recovery; systems management; IT logistics; and other ongoing IT solutions. Cloud Solutions are permitted when performing Managed Services, provided they do not conflict with services offered under OGS’s Umbrella Manufacturer Contract (or a subsequent replacement Contract).

Managed Services outside the scope of this Contract include, but are not limited to, managed print services and managed security services.

May Shall refer to the permissive in a Contract clause of specification.

“May” does not mean “required.”

Must Shall refer to the imperative in a Contract clause or specification.

“Must” is synonymous with “required.”

http://www.osc.state.ny.us/agencies/guide/MyWebHelp/Content/XI/18/C.htm

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

MWBE A business certified with NYS Empire State Development (“ESD”) as a Minority- and/or Women-owned Business Enterprise.

Not-To-Exceed Hourly Rates (NTE)

The maximum dollar amount for a specific title that may be charged by a Contractor.

Not-to-Exceed Hourly Rates shall be defined values in US dollars. ).

NYS Holidays The legal holidays for State employees in the classified service of the executive branch, as more particularly specified on the website of the NYS Department of Civil Service. This includes the following: New Year’s Day; Dr. Martin Luther King, Jr. Day;

Washington’s Birthday (observed); Memorial Day; Juneteenth; Independence Day;

Labor Day; Columbus Day; Veterans’ Day; Thanksgiving Day; and Christmas Day. The complete list can be found at https://www.cs.ny.gov/attendance_leave/index.cfm#legal under “Calendars of Legal Holidays.”

NYS Vendor ID A unique ten-character identifier issued by the NYS Office of the State Comptroller (OSC) when the Vendor is registered on the Vendor File System.

Prime Contractor For the purposes of technical qualifications, the business entity with whom a Government Entity directly has a Contract.

Procurement Services A business unit of OGS, formerly known as New York State Procurement (“NYSPro”) and Procurement Services Group (“PSG”).

Project Based IT Consulting Services

(PBITS)

An OGS Centralized Contract which will provide a set of standardized terms and conditions, guidelines, processes, and templates for the development, distribution, and award of specific deliverable-based and fixed-price Information Technology projects.

Project Plan A formal, approved document used to guide both project execution and project control. The primary uses of the Project Plan are to document planning assumptions and decisions, facilitate communication among stakeholders, and document approved scope, cost, and schedule baselines.

Retainage A portion of the Authorized User and Contractor fixed-price agreement amount that is held back by the Authorized User until the deliverable or project is satisfactorily finished in accordance with the requirements of the applicable mini-bid.

SBE Shall mean a Small Business Enterprise. A “New York State Small Business” is defined as a company that is a resident to New York State, independently owned and operated, not dominant in its field, and employs one hundred (100) or fewer persons (see State Finance Law section 160(8)).

SDVOB A NYS-certified Service-Disabled Veteran-Owned Business Shall Refers to the imperative in a Contract clause or specification. “Shall” is synonymous with “required.”

Staff Augmentation The hiring of outside Contractors to enhance staffing for commencement or continuation of an Authorized User’s normal work. For this Contract, staff augmentation is limited to the titles offered in New York State OGS’s Hourly Based Information Technology Services Contract Award #23158 (or any subsequent replacement Contract). Staff augmentation for PBITS is limited to a time period of 59 consecutive calendar days with no extensions. Staff augmentation is intended for use as part of a larger PBITS project and is not allowable as a standalone project.

Vendor An enterprise that sells goods or services.

https://www.cs.ny.gov/attendance_leave/index.cfm#legal

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

2. ADMINISTRATIVE INFORMATION

2.1 NYS Comptroller Approval

In accordance with Section 112 of the State Finance Law, this Contract shall not be valid, effective or binding upon the State until such Contract has been approved by the Office of the New York State Comptroller (“OSC”). Purchase orders or other procurement transactions issued under this Contract may also be subject to OSC approval.

2.2 Appendices and Attachments

The following appendices and attachments, attached hereto, are hereby expressly made a part of this Contract as if fully set forth at length herein.

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (June 2023) Appendix B – General Specifications Appendix C – Contract Modification Procedure Appendix D – Federal Funding Agency Mandatory Terms and Conditions

ATTACHMENTS

Attachment 1 – Pricing Attachment 4 – Insurance Requirements Attachment 8 – Report of Contract Usage Attachment 14 – Mini-Bid Participation Interest Template Attachment 15 – Mini-Bid Template Attachment 16 – How to Use This Contract Attachment 17 – No Cost Change Request Template Attachment 18 – Enhancement Request Template Attachment 19 – No Cost Time Extension Request Template Attachment 20 – Mini-Bid Financial Response Template Attachment 21 – Contractor Information Update Form Attachment 22 – Pricelist Update Form

2.3 Conflict of Terms

Conflicts among the documents shall be resolved in the following order of precedence:

1. Appendix A, Standard Clauses for New York State Contracts (June 2023);

2. Appendix D, Federal Funding Agency Mandatory Terms and Conditions

3. This Contract;

4. Appendix B, General Specifications;

5. All other appendices and attachments to the Contract.

2.4 Downstream Prohibition

Any and all work from this Contract that involves developing specifications, establishing a base for other applications, or otherwise gaining information that would give the Contractor an unfair competitive advantage in a future procurement may result in the Contractor being precluded from further work (downstream prohibition) due to conflicts of interest. Authorized User shall provide notification of any downstream prohibitions known at the time the mini-bid is released. It is in the interest of the Authorized User and the Contractor to explore these issues during the pre-award negotiations and review as the

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide) project progresses. See State Finance Law section 163-a and section 163 (2) for additional information on the statutory prohibitions. Non-State Agency Authorized Users may have additional prohibitions.

2.5 Joint Ventures

Joint Ventures are not permitted under this Contract.

3. CONTRACTOR QUALIFICATIONS

If awarded the following Lots, Contractor shall meet the following qualifications throughout the term of this Contract:

3.1 Minimum Qualifications

Minimum Qualifications

Lot 1A – For projects between $50,000 and $250,000 total Eligibility for this lot is limited to the following:

• Bidder is a New York State Certified Minority- or Women-Owned Business Enterprise; or

• Bidder is a New York State certified Service-Disabled Veteran-Owned Business; or

• Bidder meets the definition of a New York State Small Business which is as follows:

A business which is resident in New York State, independently owned and operated, not dominant in its field, and employs one hundred or less persons (see State Finance Law section 160(8)).

Lot 1B – For projects between $250,001 and $750,000* total Eligibility for this lot is limited to the following:

• Bidder is a New York State Certified Minority- or Women-Owned Business Enterprise; or

• Bidder is a New York State certified Service-Disabled Veteran-Owned Business; or

• Bidder meets the definition of a New York State Small Business which is as follows:

A business which is resident in New York State, independently owned and operated, not dominant in its field, and employs one hundred or less persons (see State Finance Law section 160(8)).

Lot 2 – None

Lot 3 – None

4. PERSONNEL AND BID BONDS

4.1 Designated Personnel

The Contractor will provide and update contact information for each of the following throughout the term of the Contract:

1. A designated account manager for the Contract. The account manager is responsible for the overall relationship with the State during the course of the Contract and shall act as the central point of contact.

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

2. A designated billing contact. The billing contact will become the single point of contact between the Contractor and the Authorized User for matters related to invoicing, billing, and payment.

3. A designated emergency contact. The emergency contact will be available to OGS and Authorized Users 24 hours a day, 365 days per year.

4.2 Performance and Bid Bonds

There are no bonds for this Contract. The Commissioner of OGS has determined that no performance, payment or bid bond, or negotiable irrevocable letter of credit or other form of security for the faithful performance of the Contract is required at any time during the term of the Contract.

5. PERIODIC RECRUITMENT

5.1 Periodic Recruitment

This Contract allows for periodic recruitment of additional Contractors during the term of the Contract.

Recruitment periods are optional at the discretion of the State. Additional recruitment periods will be advertised in the NYS Contract Reporter. A bidder must register with the New York State Contract Reporter at https://www.nyscr.ny.gov in order to receive notifications regarding any periodic recruitments under this solicitation. Bids shall be evaluated under substantially the same terms and conditions as the original bids. Bidders shall also be required to submit necessary documentation for any additional applicable statutory requirements in effect at the time of the new solicitation.

If a bid is deemed non-responsive during the initial solicitation or any recruitment period, a bidder cannot reapply for a future Contract until the next recruitment period.

6. AUTHORIZED USER OVERVIEW AND MINI-BID PROCESS

Authorized Users should follow instructions provided in the Attachment 16 - How to Use and Attachment 15 - Mini-Bid Template which, among other things includes the provisions for minimum time allowed for mini-bid responses:

The minimum time, excluding the date of release, between issuance of the Mini-Bid by the Authorized User to the Mini-Bid Opening is as follows:

• Lot 1A and 1B Mini-Bids: Five (5) Business Days;

• Lot 2 Mini-Bids: Ten (10) Business Days; and

• Lot 3 Mini-Bids: Fifteen (15) Business Days.

Also included in Attachment 16 – How to Use and Attachment 15 – Mini Bid Template is the provision that the Authorized User must notify the tentative awardee and non-awardees of tentative Mini-Bid results in writing. This notification should also include debriefing language, availing all Contractors fair and equal treatment with respect to its opportunity for debriefing.

https://www.nyscr.ny.gov/

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

7. AUTHORIZED USER AGREEMENT TERMS AND CONDITIONS

The terms and conditions set forth in this Contract, are expressly incorporated in, and applicable to, the Authorized User Agreement resulting from a mini-bid. The following sections are not intended to limit or otherwise restrict the terms and conditions set forth herein.

7.1 Authorized User Agreement Transactional Order of Precedence

Conflicts of terms and conditions for Authorized User Agreements shall be resolved in the following order of precedence:

A. Appendix A, Standard Clauses for New York State Contracts (June 2023), including all Attachments and Appendices, in the order of precedence contained in Section 2.3 thereof;

B. Authorized User Agreements or purchases made between an Authorized User and the Contractor.

7.2 Contract Survival

The starting date for each Authorized User Agreement will vary but the initial term will not exceed three

(3) years in duration. Authorized User Agreements fully executed prior to the expiration of the OGS Centralized Contract shall survive the expiration date of the OGS Centralized Contract, if applicable, based on the term of the Authorized User Agreement.

7.2.1 No Cost Time Extension

A no cost time extension may be initiated to extend an Authorized User Agreement without a cost increase to the Authorized User. No cost time extensions must be submitted and agreed upon before the expiration of the Authorized User Agreement and require mutual written agreement between the Authorized User and Contractor. Either the Authorized User or Contractor may request the no cost time extension by using Attachment 19 – No Cost Time Extension Request Template.

A no cost time extension may be utilized to extend the length of an Authorized User Agreement for any tasks already included in the Authorized User Agreement Scope of Work. This may include, but is not limited to, completion of deliverable(s), performance testing after completion of deliverable(s), continuing maintenance/support services, or implementing changes from no cost change requests and enhancement budget requests.

Upon completion of the no cost time extension request, the Authorized User must provide a copy of Attachment 19 – No Cost Time Extension Request Template to the OGS Contract Manager at the Authorized User inbox – ogs.sm.pbits.authorizedusers@ogs.ny.gov.

An Authorized User Agreement may be extended up to three (3) times: the first extension may be up to one (1) calendar year, and the remaining two extensions up to six (6) months each. There will be no additional cost for any extensions. A maximum of three (3) no cost time extensions beyond the initial term of up to three years is permitted. An Authorized User Agreement may not be extended by more than a total of two (2) years. This may not be used to extend the time of staff augmentation under PBITS.

mailto:ogs.sm.pbits.authorizedusers@ogs.ny.gov

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

7.3 No Cost Change Request

A no cost change request may be initiated to amend a Deliverable without a cost increase to the Authorized User. No cost change requests must be submitted and agreed upon before the expiration of the Authorized User Agreement and require mutual written agreement between the Authorized User and Contractor. The Authorized User may initiate the no cost change request by using Attachment 17 - No Cost Change Request Template.

The Authorized User reserves the right to reasonably amend a Deliverable, provided the amendment does not materially change the scope of the Deliverable, without a cost increase. Although the Authorized User has endeavored to identify many tasks associated with a Deliverable, additional tasks which can reasonably be anticipated to carry out the Deliverable shall be within the scope of the Deliverable and shall not result in a cost increase.

7.4 Enhancement Budget

An enhancement budget request may be initiated to make an amendment to an Authorized User Agreement that will result in a cost increase to the Authorized User. Enhancement budget requests must be submitted and agreed upon before the expiration of the Authorized User Agreement and require mutual written agreement between the Authorized User and Contractor. The Authorized User may initiate the enhancement budget request by using Attachment 18 – Enhancement Request Template.

Enhancements refer to additional functionality and deliverables unknown to the Authorized User at the time of mini-bid release. An Authorized User is strongly encouraged to consider including an enhancement budget, as included in the mini-bid (up to 25%). The total cost of the project including the enhancement budget shall not exceed the lot threshold from which the award was made. For example, a project estimated to be $700,000 that includes an enhancement budget of 25% ($175,000) would total to $875,000 and would be a Lot 2 project as the final cost including enhancement would exceed the $750,000 Lot 1B threshold. Authorized User shall define specific criteria and method of reimbursement for the enhancement budget in the mini-bid/statement of work documents.

An enhancement budget included in the mini-bid is the sole opportunity for additional funding to be available for an Authorized User Agreement. Increasing the budget after the mini-bid is awarded is not permitted. If an enhancement budget is not included in a mini-bid, then it shall not be available under the final Authorized User Agreement or any no cost time extension(s).

Written approval of the Enhancement Budget Request is required from both the Authorized User and the Contractor.

7.5 Contractor Responsibilities to the Authorized Users in the Performance of Mini-Bids

7.5.1 Project Organization Chart

As part of the mini-bid, the Authorized User may require the Contractor to develop and submit a proposed project organization chart. The project organization chart should identify all the proposed titles of each team component and how the team will be managed. If required, the project organization chart must include both Contractor and State staff roles if identified in the mini-bid.

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

7.5.2 Eligibility to Work

The Contractor must ascertain and validate whether all proposed staff, including all employees, Subcontractors, and agents, are U.S. citizens or non-U.S. citizens.

1. Where the staff is a U.S. citizen, the Contractor must identify the proposed individual staff with, at a minimum, the first and last name of the individual staff as it appears on his/her driver license, non-driver ID card, or other accepted forms of government identification.

2. Where the staff is not a U.S. citizen, the Contractor shall identify such to the Authorized User.

The Contractor must identify if the proposed individual staff will be working under an H1-B or other visa during the time of the placement. The Contractor must identify the proposed individual staff with, at a minimum, the first and last name of the individual staff as it appears on his/her visa and/or passport. No other names or derivations may be used.

3. The Contractor must retain all necessary paperwork throughout the full term of this Contract, the full term of any Authorized User Agreement, and for such longer period as is required by applicable law.

4. The Contractor is responsible for ensuring that all staff retain the authorization to legally work in the United States throughout the term of the engagement.

5. H-1B costs are not allowed under this Contract and Authorized Users will not affirm employment for immigration purposes. Any foreign employees retained through this Contract shall be the employee of the Contractor and not the Authorized User. Based on the scope of the project, the Authorized User may require that all staff must be citizens of the United States, and if so, Authorized User must indicate this requirement in the mini-bid.

7.5.3 Additional Requirements from Authorized Users

An Authorized User may have distinct requirements that must be met by all individuals employed by or working for the Authorized User. The Contractor’s staff will be expected to comply with these requirements as a condition of the placement.

1. An Authorized User may, at its discretion, conduct background checks or request background checks be conducted by the Contractor. Such background checks may include, but are not limited to, finger-printing, and shall be at the expense of the Authorized User.

2. An Authorized User may require the signing of confidentiality and/or non-disclosure agreements.

3. An Authorized User may require individual staff to provide photo identification such as a NYS driver license, non-driver ID card, passport, etc. in order to receive access into the Authorized User’s building and/or facilities.

7.6 Authorized User Engagement Requirements

1. The initial term of all Authorized User Agreements shall be no longer than three (3) years.

Authorized User Agreements may be extended as outlined in Section 7.2.1 – No Cost Time Extension.

2. Contractor staff must adhere to workplace rules of the Authorized User. This includes, but is not limited to, the following: building access procedures, computer/phone usage guidelines, and other Agency policies (such as Drug-free Workplace Policy Statement, Workplace Violence Policy, and smoking policy).

3. The Authorized User shall define the manner in which it requests Knowledge Transfer to occur from the Contractor to the Authorized User’s staff.

4. The Authorized User shall indicate a change in working hours at the Authorized User building and/or facilities where appropriate and not previously specified during the requisition process.

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

5. Contractor and any Subcontractors must work cooperatively with Authorized User staff and with other Vendors working at Authorized User sites.

6. Professional workplace conduct and attire will be expected at all times.

7. Any data stored and all services performed for an Authorized User shall only be stored and performed within the continental United States. An Authorized User is expressly prohibited from granting any and all exceptions to this clause.

8. Contractor shall comply with all Authorized User funding requirements and certifications included in the Authorized User Agreement.

7.7 Deliverables for an Authorized User Agreement (Transaction)

Deliverables must be identified as a measure of progress in the Authorized User Agreement.

Deliverables are the benchmarks by which the Contractor will be paid and should have clear and measurable criteria.

7.8 Retainage

As part of the mini-bid, Authorized Users may include Retainage in their mini-bid. Authorized Users may include a provision to retain a percentage of each individual Deliverable payment of no more than 20% until after they accept a completed specific Deliverable or after they accept a completed project.

Additionally, Authorized Users may include a provision that Retainage may be reduced when the Contractor substantially reduces the agreed upon Deliverable timeline. If Authorized Users include a Retainage provision they must include the requirement for Retainage, the total percentage of Retainage to be withheld, and the requirements for the release of the Retainage amount.

The use of Retainage, the retained percentages and timing for release employed is at the discretion of the Authorized User within the limits listed in the preceding paragraph. An Authorized User may negotiate with a tentative awardee regarding Retainage if Retainage is included in the mini-bid. If Retainage is not included in a mini-bid, then it must not be available under the final Authorized User Agreement.

7.9 Reasonableness of Price

An Authorized User will be required to demonstrate reasonableness of price for each project as part of the evaluation prior to the execution of an Authorized User Agreement. The Contractor’s OGS Centralized Contract includes a NYS Contract pricelist, which was assessed to determine that the “Not-to-Exceed” hourly rates offered to New York State are at or below the Not-To-Exceed Hourly Rates offered to other government customers. Amounts proposed by the Contractor at the transactional level shall not exceed the Not-to-Exceed Hourly Rates provided under this Contract.

In accordance with Appendix B, Section 30, Purchase Orders, OGS encourages an Authorized User to negotiate for better pricing than is listed on the pricelist, as the total hourly rates established by OGS Centralized Contracts are Not-to-Exceed total hourly rates. An Authorized User must follow the internal procurement guidelines of their organization and obtain all required control Agency approvals when purchasing from OGS Centralized Contracts.

7.10 Fixed-Price

An Authorized User Agreement shall be awarded on a fixed-price basis only.

7.11 Consultant Disclosure Legislation

In 2006 the NYS State Finance Law was amended to require state contractors who provide consulting services to disclose, by employment category, the number of persons employed to provide services

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide) under a contract for consulting services, the number of hours worked, and the amount paid to the contractor by the state as compensation for work performed by these employees. This will include information on any persons working under any subcontracts with the state contractor.

Under this law, consulting services contracts have been defined as any contract entered into by a State Agency for analysis, evaluation, research, training, data processing, computer programming, engineering, environmental health, and mental health services, accounting, auditing, paralegal, legal, or similar services.

In order to comply with this law the bidder must complete Consultant Disclosure, Form A, located at https://www.osc.state.ny.us/files/state-agencies/2017-11/agency-form-ac3271s.doc.

This form will need to be submitted by all applicants to a mini-bid. The purpose of this form is to capture the necessary planned employment information prospectively from the start date of the Authorized User Agreement through the end of the Authorized User Agreement term.

7.12 Travel, Meals, and Lodging

When provided for in the mini-bid and resultant Authorized User Agreement, the Authorized Users may reimburse travel expenses. All rules and regulations associated with this travel can be found at http://osc.state.ny.us/agencies/travel/travel.htm. In no case will any travel reimbursement be paid that exceeds these rates. All travel will be paid only as part of a deliverable specified within the Authorized User Agreement and must be billed with that associated invoice with receipts attached.

The Contractor shall receive prior approval from the Authorized User for any travel that occurs during the term of an Authorized User Agreement. Parking costs may not be paid by an Authorized User unless agreed upon in the Authorized User Agreement.

Unless otherwise specified in writing by the Authorized User, a vehicle will not be provided by Authorized User to the Contractor for travel. Therefore, the Contractor will be responsible for ensuring that the Contractor has access to an appropriate vehicle (e.g., personal vehicle or rental vehicle) or common carrier with which to carry out any necessary travel.

For the Contractor to obtain reimbursement for the use of a rental vehicle, such use must be justified as the most cost-effective mode of transportation under the circumstances (including consideration of the most effective use of time).

The Contractor shall provide evidence of three (3) written or telephone price quotes, and the paid invoice must detail the type of vehicle rented, miles traveled, license plate number, and time of pickup and return. The Contractor is responsible for keeping adequate records to substantiate any claims for reimbursement, by personnel for travel in performance of the services. Determinations regarding claims for reimbursement are at the sole discretion of the Authorized User.

https://www.osc.state.ny.us/files/state-agencies/2017-11/agency-form-ac3271s.doc http://osc.state.ny.us/agencies/travel/travel.htm

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

7.13 Payment Schedule

Except as provided in Section 7.12 Travel, Meals and Lodging, payments will only be made based on Deliverables outlined within the Authorized User Agreement. Any invoice not related directly to a completed deliverable will be rejected. Any charge included on the invoice without backup documentation as specified in the Authorized User Agreement (travel receipts, etc.) may be removed. Any outstanding charges un-invoiced or removed from the invoice must be submitted/resubmitted within 120 calendar days or may not be reimbursed.

Each Deliverable may contain a retainage allotment as specified within the Authorized User Agreement.

Each invoice is to include a detailed and itemized list of all retainage withholds that are in place since the activation of the Authorized User Agreement.

Payment schedule shall be based on the final Authorized User Agreement as negotiated by the Authorized User and Contractor. Payment is only to be made after the Deliverable within the Authorized User Agreement is accepted by the Authorized User. A Contractor may submit no more than one invoice per month. Invoices must include cumulative retainage holdback. Invoices submitted to an Authorized User must include backup documentation as defined in the negotiated Authorized User Agreement.

7.14 Mini-Bid Dispute Resolution Process

In the event the Contractor has any disputes with the Authorized User, the Contractor shall so notify the Authorized User in writing. If either party notifies the other of such dispute, the other party shall then make good faith efforts to solve the problem or settle the dispute amicably, including meeting with the party’s representatives to attempt diligently to reach a satisfactory result through negotiation.

In the event that the Contractor and the Authorized User are unable to resolve a conflict through negotiation, then both parties will comply with the Authorized User’s stated dispute resolution policy which must be included as part of the Authorized User Agreement.

If the Authorized User does not have a dispute resolution policy, please refer to OSC or OGS dispute resolution policy for guidance in creating a policy.

Any dispute submitted by a Contractor regarding a mini-bid will be considered and decided by the Authorized User.

7.15 Mini-Bid Proposal Validity

All Contractor responses to Authorized User mini-bids must remain open and valid for at least 180 days from the mini-bid opening date, unless the time for awarding the Authorized User Agreement is extended by mutual consent of the Authorized User and the Contractor. A Vendor’s mini-bid response shall continue to remain an effective offer, firm and irrevocable, subsequent to such 180-day period until either tentative award of the Authorized User Agreement by the Authorized User is made or withdrawal of the Contractor response in writing by the Contractor. Tentative award of the Authorized User Agreement shall consist of written notice to that effect by an Authorized User to a successful Contractor, who shall thereupon be obligated to execute a formal Authorized User Agreement.

Group 73600 Award 23269 Project Based Information Technology Consulting Services (Statewide)

8. CENTRALIZED CONTRACT TERMS AND CONDITIONS

8.1 Incorporation

Portions of Contractor’s bid and of the Solicitation have been incorporated into this final Contract.

8.2…