Statement+of+Work.docx

SCOPE OF WORK (SOW)

1. Instructions

1. Consulting Services Only The SOW will specify the number of hours (Time and Materials) or may stipulate a project to be completed at a fixed cost (Fixed Bid). The SOW request will describe the work to be done, the numbers of personnel by skill set and job class, and project begin/end dates (including deliverable due dates where applicable). CONTRACTORs who are asked to respond to a SOW must be priced at, or below, the rates proposed and contractually obligated. The STATE may request the CONTRACTOR negotiate pricing below the contractually obligated rate. Agencies may require interviews with proposed staff prior to accepting the CONTRACTOR staff.

Projects estimated at less than $250,000:

i. Direct Assignment. An agency may issue a SOW directly to any of the awarded CONTRACTORs in the appropriate pool category.

ii. Competitive - An agency may elect to conduct a competitive process by requesting project proposals from two or more CONTRACTORs. The agency will select the CONTRACTOR project proposal that best meets the SOW requirements based upon the selection criteria stated in the SOW.

Projects estimated at $250,000 or more:

i. Direct Assignment - An agency may issue a SOW directly to an awarded CONTRACTOR if prior approval is granted by the contract administrator.

ii. Competitive - An agency must issue a SOW to all of the awarded CONTRACTORs in the respective category. The agency will select the CONTRACTOR project proposal that best meets the SOW requirements and selection criteria stated in the SOW.

1. Consulting Services & Associated Technology Solution Regardless of the estimated cost, an agency is required to issue a SOW to all of the awarded CONTRACTORs in the respective category. The SOW will specify the consulting service, type of solution its seeking, and project begin/end dates (including deliverable due dates where applicable). CONTRACTORs will reply with a SOW response from a technical and cost perspective. A component of the total cost will likely include consulting services. Rates for these services must be proposed at, or below, the rates contractually obligated. The STATE may request the CONTRACTOR negotiate pricing below the contractually obligated rate. Agencies may require demos and/or interviews with proposed staff. The agency will select the CONTRACTOR project proposal that best meets the SOW requirements and selection criteria stated in the SOW.

TPRM may be required with the technology solution. Full determination will be determined by initiating an IT Review through NDIT.

1. Submission of SOW response Each SOW request will specify a proposal due date for the CONTRACTOR to respond to the STATE’S request. The CONTRACTOR must respond to the agency that issued the SOW request, either by supplying the requested information or denying its ability to provide the services in the required project time frame. During this response period, if necessary, the CONTRACTOR may seek clarifications of the work involved.

If the CONTRACTOR is unable to provide the services requested, it must state the reason in the appropriate section on the SOW, sign and return the form to the requesting agency by the proposal due date.

1. Change orders A change order process will be used to manage issues and changes during the life of a SOW. A change request must be in writing to document the potential change. The change will be reviewed and, if acceptable to the STATE, the CONTRACTOR will submit an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the SOW. A change order must be approved and signed by both parties prior to implementation of the change.

2. Making a SOW Request Requesting entities will complete the following information or attach a detailed list of requirements for evaluation:

Agency Name

Issue Date

Agency Contact

E-Mail Address

Telephone Number

Address

City

State

Zip Code

Agreement Type – Specify if this SOW is to be based on time and materials or fixed bid. For projects where the CONTRACTOR is totally responsible for providing a final product, it is recommended that the agreement type be fixed bid with clearly defined deliverable. Time and materials may be a suitable option when an agency bears primary responsibility for project deliverables, but has a need to augment technical staff in order to complete the project, such as consulting services only.

|_|Time and Materials |_|Fixed Bid Project

Scope of Work (attach extra sheets if necessary) - Include information that tells the CONTRACTOR what is to be done including the desired outcome. Be as specific and comprehensive as possible.

Budget Available (if applicable)

Consulting Services Only – Describe any specific needs for roles and number of staff within the requesting technical category.

Add specific needs

Consulting Services & Associated Technology Solution – Describe all requirements or attach a document that lists each requirement. Consider asking vendors to describe how they perform or provide a feature vs. saying the solution “must have” a feature. Add more rows as necessary.

List Requirement

Describe if the proposed solution is vendor or STATE hosted.

The STATE has identified the following deliverables which are significant work products or milestones in the project. The STATE requests these deliverables be addressed in the Contract Schedule, as a minimum.

The contractor shall develop an estimated schedule for accomplishing the Scope of Work, including these specific deliverables. The STATE and contractor will agree upon expectations and acceptance criteria for deliverables.

Upon award, the successful offeror’s proposed project schedule will be reviewed and refined during the planning phase.

1. Project ‘Kick Off’ meeting: within two weeks of Effective Date agreed upon by the parties in the contract

2. Planning

a. Integrated project management plan

b. Integrated project schedule

3. Gap analysis/design

4. Application configuration

5. Reports

6. Data Conversion

a. Data Conversion plan

b. Conversion of data

7. Interfaces

a. Interface plan

b. Interface implementation

8. Installation

9. System setup and configuration

Offeror Solutions – Additional Terms & Conditions Agency will need to review, update and include the Execution of Statement of Work and supporting Exhibits before releasing the request to the vendors.

Offeror’s will be required to comply with additional Terms & Conditions for any selected solution. Offeror’s must review Execution of Statement of Work and supporting Exhibits.

Location of Work

Agency Project Manager

CONTRACTOR Project Proposal Due Date

3. CONTRACTOR Project Proposal Customize for the service/solution you are seeking and match to the items you requested above. Below is a guide.

Consulting only:

1. Strategy - CONTRACTORs must describe their strategy

1. Qualifications and Availability of CONTRACTOR Staff:

i. Provide the names and availability of staff who will work on the project.

ii. Resume(s) for CONTRACTOR staff.

iii. Background checks for CONTRACTOR staff. CONTRACTOR agrees that State may require contracted staff and subcontractors assigned by CONTRACTOR to perform work under this work order to submit to a criminal history record check in accordance with N.D.C.C. § 54-59-20 and §12-60-24. State shall have the right to reject any individual assigned to perform work under this work order if, in its sole discretion, it determines that the results of the criminal history record check make the individual unacceptable.

1. References – Provide reference checks for proposed CONTRACTOR staff. Include the results of two reference checks that the CONTRACTOR has performed on the proposed individual, including the names and telephone numbers of the references. At least one reference must be from a previous employer or from a customer for which the CONTRACTOR staff performed IT contract services.

1. Cost - Time and Materials Proposals – Propose a Service Rate per hour for each proposed CONTRACTOR staff. Service rates may not exceed the rates originally proposed in response to this RFP; however the rates may be less.

Fixed Bid Proposals - Provide a fixed price to accomplish the Statement of Work.

Consulting Services & Associated Technology Solution:

1. Solution - Describe how the proposed solution meets all requirements. Provide any additional information to fully explain the solution being proposed.

1. Experience

i. Describe the number of years the offeror has provided the type of work requested in this RFP. Describe specific experience of their firm in completing similar projects. Provide a description of the project, approximate time frame of the project, and contact information for the customer

ii. Provide the names and availability of staff who will work on the project.

iii. Resume(s) for CONTRACTOR staff.

iv. Background checks for CONTRACTOR staff. CONTRACTOR agrees that State may require contracted staff and subcontractors assigned by CONTRACTOR to perform work under this work order to submit to a criminal history record check in accordance with N.D.C.C. § 54-59-20 and §12-60-24. State shall have the right to reject any individual assigned to perform work under this work order if, in its sole discretion, it determines that the results of the criminal history record check make the individual unacceptable.

v. References – Provide reference checks for proposed CONTRACTOR staff. Include the results of two reference checks that the CONTRACTOR has performed on the proposed individual, including the names and telephone numbers of the references. At least one reference must be from a previous employer or from a customer for which the CONTRACTOR staff performed IT contract services.

1. Deliverables / Schedule – Offeror must submit a draft schedule that addresses the deliverables and milestones specifically described in the Scope of Work. The proposed schedule may incorporate other deliverables, work products, milestones, or work breakdown that the offeror feels are significant in the project.

The draft work schedule will cover both CONTRACTOR and the STATE tasks and responsibilities. Describe any expectations from the STATE related to each deliverable or milestone.

The draft schedule must contain:

1. A timeline in the number of days or weeks with start and stop dates for deliverables;

2. The number of STATE staff required to perform work in proposed schedule.

Upon award, the successful offeror’s proposed project schedule will be reviewed and refined during the planning phase.

1. Cost - Provide the total cost to meet all requirements listed above, including all hosting, maintenance and support costs for a period of 5 years.

4. Evaluation For competitive use. Customize for the service/solution you are seeking and enter the total point weighting equal to 100. Sample numbers have been entered for you. Describe how the CONTRACTOR will be evaluated.

The requesting agency will evaluate the CONTRACTOR project proposal to ensure that the proposal meets the requirements stated in the Statement of Work. The agency may require interviews with proposed CONTRACTOR staff and demonstrations for solutions.

TPRM REQUIRED -- Prior to award, the proposed solution may be required to undergo a third-party risk assessment (TPRM). Once you determine your susceptible vendor, initiate a request with NDIT and they will work with you to review the type of data access the vendor will have and determine if the assessment is needed.

Consulting only:

Consulting Services & Associated Technology Solution:

Execution Of Statement of Work

When you have made an award, attach the CONTRACTOR project proposal to this Scope of Work. Complete the areas in Blue below before all parties sign this document.

1. Reference:

This Scope of Work including Exhibit A-2 (Delete Exhibit reference if using only for consulting services) and A-3 (Delete if not needed) and the Technology Contract: Blockchain, Sovereign Identity And Identity Management CONTRACTOR Pool (Contract) together with any attachments set forth the entire agreement between the parties. This Scope of Work may not be modified, supplemented or amended, in any manner, except by written agreement signed by both parties.

2. Effective Date and Term:

This Scope of Work is not effective until fully executed by all parties. This Scope of Work will follow the same term and renewal options as listed in the Contract.

3. Compensation:

Select one of the options below

Consulting Only- Enter the total amount to be paid to CONTRACTOR.

Consulting Services & Associated Technology Solution- Complete the table below:

ONE-TIME COSTS:

Project Deliverable Payment Schedule:

Note. Deliverable Payment Table to be modified and or amended.

Ongoing Software License, Maintenance Services or SUBScRIPTION SERVICES Note: This table should be updated to match your cost proposal.

4. Termination:

Termination will be in accordance with the Technology Contract: Blockchain, Identity Management, And Digital Credentials Vendor Pool, Paragraph 8.

5. Primary Contacts for this Statement of Work:

6. Project Management / Reporting

a) Use this item for Time and Materials work with the hourly labor rates. CONTRACTOR and STATE agree to providing written time utilization, for each individual, to STATE’s Project Manager, or STATE’s project staff, as STATE’s Project Manager may assign. Frequency will be Insert agreed upon frequency, typically weekly, every other week, or monthly.

b) CONTRACTOR’s Project Manager shall deliver to STATE’s Project Manager reports of CONTRACTOR’s progress on the project and meeting the objective/deliverables as stated in the Scope of Work. Each report must contain a description of the current status of the project, the tasks on which time was spent, the estimated progress to be made in the next reporting period, and the problems encountered the proposed solutions to them and their effect, if any, on the project budget/schedule. Frequency will be Insert agreed upon frequency, typically weekly, every other week, or monthly.

c) This item is required if the cost will exceed $500,000 and deemed a major IT. Project Variance Reporting – CONTRACTOR must provide data to allow STATE’s project manager to calculate cost and schedule variance in accordance with N.D.C.C. § 54-59-23 as determined by STATE. If STATE’s analysis shows a negative cost or schedule variance exceeding 20%, a subsequent report must also provide proposed corrective measures to address the issues.

Clauses 6 and 7 are applicable to CONTRACTORs awarded a technology solution.

7. Liquidated Damages Note: STATE may suffer damages if CONTRACTOR fails to perform on schedule. Liquidated damages clauses assist STATE in being made whole if this occurs. While it is impracticable to compute, at the time of contracting, the exact damages caused by a future delay, the parties can agree on an amount that is a fair and reasonable estimate of damages due to STATE in the event of a delay by CONTRACTOR. An agency shall discuss liquidated damages clauses with assigned legal counsel.

STATE and CONTRACTOR agree that the amount of damages will be determined as per this section. In the event of any non-performance CONTRACTOR shall pay that amount as liquidated damages and not as a penalty. Amounts due to STATE as liquidated damages may be deducted by STATE from any amounts payable to CONTRACTOR, and any amount outstanding over and above the amounts deducted from the invoice will be promptly tendered by check from CONTRACTOR to STATE.

Delays due to causes of Force Majeure or due to the responsibility of STATE shall extend the time for performance on a day-for-day basis. STATE will not assess liquidated damages against CONTRACTOR when the delay in delivery or performance is beyond the control and without the fault or negligence of CONTRACTOR.

1. Failure to Complete Deliverable on Schedule:

If CONTRACTOR fails to complete a Deliverable identified in SOW by the specified deadline (or revised deadline as agreed upon between the parties through the Integrated Change Control Process), CONTRACTOR shall pay liquidated damages to STATE in the amount of $ [Amount] per calendar day for each day the Deliverable is delayed.

Failure to Complete Project on Schedule:

If CONTRACTOR fails to complete the project per the approved project schedule by the specified deadline (or revised deadline as agreed upon between the parties through the Integrated Change Control Process), STATE will deduct liquidated damages from amounts payable to CONTRACTOR in the amount of $ [Amount] per calendar day for each day the project is delayed.

8. Cyber liability and security insurance Note: The following language should be considered when purchasing software that is hosted by the CONTRACTOR. It is of critical importance when information such as PHI or PII is involved. Review N.D.C.C. § 51-30-1(4) to determine if your solution will involve any of the listed components. The amounts listed are a standard recommendation, but will need to be tailored to the specific situation. Consult with the OMB Risk Management Division and procuring agency’s assigned legal counsel before using this language.

In the event CONTRACTOR will host data, or provide for the hosting of data through a third-party entity, CONTRACTOR shall secure and maintain Cyber Liability and Security Insurance or equivalent insurance product(s), with minimum liability limits of not less than $5,000,000 and first party limits of not less than $1,000,000, that will provide, without cost to the CONTRACTOR or STATE, an immediate response in the event of a data breach, including meeting all notification obligations of CONTRACTOR and STATE and in the event the data breach involves personal information as defined by N.D.C.C. § 51-30-1(4), the insurance policy shall also make available free credit monitoring for any affected individual for a minimum period of one year. CONTRACTOR shall defend, indemnify, save and hold harmless, the STATE, its officers, agents and employees from liability of any nature or kind, including costs and expenses, on account of a data breach arising from CONTRACTOR hosting, transmission, or control of data, any and all suits, claims, or damages of any character whatsoever, resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract.

9. SAAS and Data Security (Third-Party Risk Assessment) If NDIT determined a third-party risk assessment is needed, leave the following language. If it is not needed, this clause can be deleted.

CONTRACTOR shall undergo the third-party security questionnaire on an annual basis at no cost to the STATE, unless CONTRACTOR has received FedRAMP, StateRAMP, or HiTrust certification. CONTRACTOR shall provide completed questionnaire within twenty-one (21) calendar days of receiving a written request. CONTRACTOR shall undergo the third-party security questionnaire when a breach has occurred.

THE INFORMATION TECHNOLOGY DEPARTMENT IS REQUIRED TO SIGN ALL STATEMENTS OF WORK FOR STATE AGENGIES.

IN WITNESS WHEREOF, the parties have executed this Scope of Work as of the date of execution by both parties below.

STATE OF ND

STATE OF ND

Acting through its Information Technology Department Signed:

Printed Name:

Title:

Date:

Exhibit A-1 Deliverable Details Update to match what was included in the SOW request and CONTRACTOR response.

1. Deliverable 1: Project Kickoff Meeting

1. Description:

CONTRACTOR shall coordinate with STATE to schedule a Kickoff Meeting in City Name, ND, with the core project and planning team. CONTRACTOR’s Project Manager shall lead the meeting. The Kickoff Meeting must facilitate the introduction of CONTRACTOR and STATE individuals, and level-set understanding and awareness of project objectives, scope, governance, schedule, and project risks and issues.

Expectations of CONTRACTOR:

0. CONTRACTOR shall provide content to STATE for a detailed agenda in advance of the meeting.

CONTRACTOR and STATE shall facilitate the meeting, and discuss and further define, at a minimum, the following:

(a) Effective project communication

(b) Project vision, background, purpose, and objectives

(c) Project governance structure, and project roles and responsibilities

(d) Approach to creating the Project Management Plan

(e) Initial risk assessment Expectations of STATE:

0. STATE shall finalize agenda and send agenda to invitees.

STATE shall coordinate the logistics and co-facilitate the Kickoff Meeting.

STATE’s Project Sponsor and project team members shall participate in the Kickoff Meeting.

Completion Date:

CONTRACTOR shall start work with STATE within five (5) working days after the signing of this Contract to schedule the Kickoff Meeting.

Acceptance Criteria:

For the acceptance of this deliverable to occur, the Kickoff Meeting results in:

0. Facilitation of Kickoff Meeting using a clearly defined agenda An introduction of critical CONTRACTOR and STATE resources assigned to the project Review of STATE’s Project Charter to include project governance structure, roles and responsibilities, project purpose, objectives, and scope Discussion of communications approach and structure Discussion of known project risks and issues Deliverable 2: Project Management Plan

1. Description:

CONTRACTOR shall participate, contribute, and collaborate with STATE, led by STATE’s Project Manager, to develop a baseline plan. The Project Management Plan will include the project schedule.

Expectations of CONTRACTOR:

0. CONTRACTOR shall participate, contribute, and collaborate with STATE to provide content that includes, at a minimum, the following:

(a) Management plans to control cost, schedule, scope, and quality

(b) Governance structure for the project

(c) Roles and responsibilities of the project team

(d) Integrated change control process

(e) Communication management plan

(f) Risk management plan

(g) Issue management plan

(h) Human resources management plan

(i) Procurement management plan

(j) Implementation and transition plan Remove if this is a separate deliverable CONTRACTOR shall provide CONTRACTOR tasks and participate and collaborate with STATE on a detailed project schedule created in Microsoft Project. The Microsoft Project format and settings will be mutually agreed-upon, and the project schedule will follow STATE best practices, including:

(k) Project has appropriate start date

(l) Project has appropriate Work Breakdown Structure

(m) All project tasks have appropriate predecessors and successors, with the exception of summary tasks

(n) All project tasks are auto-scheduled using predecessors to drive the task dates (dates are not manually entered)

(o) Minimal use of constraints

(p) Both STATE and CONTRACTOR tasks are included

(q) Project tasks are broken down into timeframes that can be reasonably managed – STATE encourages a maximum task length of approximately 80 hours/two (2) weeks

(r) Project tasks have appropriate resources assigned with appropriate and reasonable allocation

(s) Schedule has appropriate working times and incorporates STATE and CONTRACTOR holidays and nonworking times CONTRACTOR shall provide written confirmation from an authorized individual confirming contents of the Project Management Plan.

Expectations of STATE:

0. STATE shall lead the Project Management Planning effort.

STATE’S Project Manager shall be responsible for the Project Management Plan.

The Project Management Plan shall follow STATE template.

STATE’s Project Manager shall incorporate STATE tasks into the project schedule.

STATE shall obtain written confirmation from an authorized individual at CONTRACTOR for the contents of the Project Management Plan.

Completion Date:

CONTRACTOR shall start work with STATE within five (5) working days after the signing of this Contract to create the Project Management Plan.

Acceptance Criteria:

0. For the acceptance of this deliverable to occur, CONTRACTOR shall provide content to STATE for the Project Management Plan regarding all services, tasks, and products delivered by CONTRACTOR:

(a) Mutually agreed-upon detailed baseline scope and schedule for the project

(b) Management plans to control scope, schedule, cost and quality, including the variance

(c) Governance structure for the project

(d) Roles and responsibilities of the project team

(e) Quality assurance and quality control plans

(f) Integrated change control process

(g) Communication management plan

(h) Risk management plan

(i) Issue management plan

(j) Human resources management plan

(k) Procurement management plan

(l) Implementation and transition plan Remove if this is a separate deliverable The Project Management Plan shall adhere to the Project Management Body of Knowledge For the acceptance of this deliverable to occur, approval must be obtained from STATE’s Executive Steering Committee (ESC). Remove if not a major project Note: For additional deliverables use the following deliverable as a guideline.

1. Deliverable 3: Template

1. Description:

1. Expectations of CONTRACTOR:

0.

1. Expectations of STATE:

0.

1. Completion Date:

0.

1. Acceptance Criteria:

For the acceptance of this deliverable to occur, the following criteria shall be met:

0.

Deliverable 4: Final Acceptance Note: This deliverable signifies the STATE’s acceptance of the product or service, and could be due either after user acceptance testing (signifying an approval to move into production) or after implementation (signifying an approval to move into maintenance mode), depending upon the project circumstances. Timing for this deliverable should take into consideration any warranty periods, rollouts, implementation risks, and phased implementations and/or testing. If the STATE is not including retainage as part of this contract or does not have a final payment due upon project closeout or the end of a warranty period, this deliverable may not be needed. Ensure the Contract language in Paragraph 26 d is reviewed.

1. Description:

Upon completion of all deliverables, and upon mutual agreement of STATE and CONTRACTOR, the project work will be considered complete and retainage paid to contractor.

1. Expectations of CONTRACTOR:

0. CONTRACTOR shall address any outstanding issues or completion of deliverables.

1. Expectations of STATE:

0. STATE shall alert CONTRACTOR to any outstanding issues.

1. Acceptance Criteria:

For the acceptance of this deliverable to occur, the following criteria must be met:

0. No outstanding or unfinished deliverables No outstanding project or system issues

Deliverable 5: Post-Implementation Report Some projects have objective measurements (typically identified in the Project Charter) that extend three to six months beyond the implementation of the product, and therefore, completion of the Post-Implementation Report may be delayed. In these cases, consider what is reasonable for the CONTRACTOR to provide for this deliverable and adjust the following language accordingly.

1. Description:

CONTRACTOR shall participate, contribute, and collaborate with STATE, led by STATE’s Project Manager, to provide content for the Post-Implementation Report.

1. Expectations of CONTRACTOR:

0. CONTRACTOR shall have project team members participate in the Post-Implementation Survey.

CONTRACTOR shall participate, contribute, and collaborate with STATE, led by STATE’s Project Manager, to develop a Post-Implementation Report that provides, at a minimum, the following:

(a) Key project metrics related to schedule, cost, scope, and quality

(b) Business metrics related to project objectives and measurements as defined in the Project Charter

(c) Comprehensive lessons learned valuable to future projects

(d) Success stories from the project

(e) Results of the Post-Implementation Survey

1. Expectations of STATE:

0. STATE’s Project Manager shall be responsible for the final product.

STATE’s Project Manager shall design and conduct the Post-Implementation Survey.

The Post-Implementation Report shall follow STATE template.

1. Acceptance Criteria:

0. For the acceptance of this deliverable to occur, CONTRACTOR shall participate in the Post-Implementation Survey and provide content to STATE for the Post-Implementation Report regarding all services, tasks, and products delivered by CONTRACTOR:

(a) Key project metrics related to schedule, cost, scope, and quality

(b) Business metrics related to project objectives and measurements as defined in the Project Charter

(c) Lessons learned from the project

(d) Success stories from the project For the acceptance of this deliverable to occur, approval must be obtained from STATE’s Executive Steering Committee (ESC). Remove if not a major project Deliverable 6: Project Closeout Meeting Some projects have objective measurements (typically identified in the Project Charter) that extend three to six months beyond the implementation of the product, and therefore, completion of the Project Closeout Meeting may be delayed. In these cases: 1) consider what is reasonable for the CONTRACTOR to provide for this deliverable and adjust the following language accordingly; 2) consider changing the name of this deliverable to “Post-Implementation Meeting,” with the goal of providing and discussing survey results, lessons learned, and success stories soon after implementation; and 3) schedule a separate Closeout Meeting with the agency at a later date to review the completed Post-Implementation Report (depending on project circumstances, the CONTRACTOR may or may not be included in that later Closeout Meeting, and that meeting may or may not be included in this Scope of Work).

1. Description:

CONTRACTOR shall coordinate with STATE to schedule a Closeout Meeting in City Name, ND with the core project team and interested stakeholders. STATE’s Project Manager shall lead the meeting, though CONTRACTOR may be asked to present on certain agenda items. The Closeout Meeting must present a completed Post-Implementation Report and facilitate discussion of the project closeout.

1. Expectations of CONTRACTOR:

0. CONTRACTOR shall provide content to STATE for detailed agenda in advance of the meeting.

CONTRACTOR shall provide STATE any required information for STATE’s Project Manager to present the Post-Implementation Report.

CONTRACTOR shall expand upon the success stories and lessons learned captured from the Post-Implementation Survey, and discuss details related to the lessons learned to provide comprehensive information to future projects.

1. Expectations of STATE:

0. STATE shall finalize and send agenda to invitees.

STATE shall coordinate logistics and facilitate the Closeout Meeting.

STATE shall expand upon the success stories and lessons learned captured from the Post-Implementation Survey, and discuss and further document details related to the lessons learned to provide comprehensive information to future projects.

1. Acceptance Criteria:

For the acceptance of this deliverable to occur, the Closeout Meeting results in:

0. Completion and confirmation of the Post-Implementation Report deliverable Comprehensive lessons learned and success stories valuable to future projects

Exhibit A-2 (State Hosted Solutions) This Exhibit will be utilized for State hosted solutions. DELETE if solution is not State hosted.

1. License Grant and Scope of Use

1. Licensing

0. CONTRACTOR grants to STATE a perpetual, nonexclusive license to use the software and associated documentation, plus any additional software which shall be added by mutual agreement of the parties during the term of this Contract.

The license usage model is based on clearly describe license model, i.e. concurrent users, named users, total employees, etc..

The license grant shall be extended to any contractors, subcontractors, outsourcing CONTRACTORs, consultants and others who have a need to use the software for the benefit of STATE.

There shall be no limit on the number of machines, number of locations, or size of processors on which STATE can operate the software.

Software Functionality and Replacement This software licensed by CONTRACTOR to STATE provides the following functionality:

Describe functionality of software product licensed Regarding the aforementioned software functionality licensed by CONTRACTOR to STATE, CONTRACTOR agrees that:

0. If CONTRACTOR reduces or replaces the functionality contained in the licensed product, and provides this functionality as a separate or renamed product, then STATE shall be entitled to license such software product at no additional license or maintenance fee.

If CONTRACTOR releases an option, future product or other release that has substantially the same functionality as the software product licensed to STATE, and it ceases to provide maintenance for the older software product, then STATE shall have the option to exchange licenses for such replacement product or function at no additional charge.

Purchase of Additional Licenses STATE may purchase additional software licenses during the term of this Contract at the same price offered by CONTRACTOR under the terms of this Contract.

Delivery of Authorized Software Only CONTRACTOR shall not ship any software to STATE that STATE is not authorized to use.

Authorized Software Platform STATE may transfer the software, at no additional cost, to any hardware platform, software operating system or database that CONTRACTOR supports for the software.

Software Maintenance fee cap and plan change CONTRACTOR shall provide, and STATE may subscribe to, Maintenance Services, including software/hardware updates and technical support services as defined in Include detail here or as an attachment, for the product(s) delivered pursuant to this Contract commencing at the end of the warranty period. CONTRACTOR and STATE shall negotiate the terms and price of such Maintenance Services. CONTRACTOR warrants that it will continue to offer Maintenance Services for the product(s) for a minimum of five (5) years from the date of final acceptance.

SELECT ONE OR REVISE AS NEEDED

Option 1 - DELETE IF NOT USED The maintenance period begins on [Month, Day], 20[Year], and continues on an annual basis for X years.

Option 2 - DELETE IF NOT USED The maintenance period begins with a prorated period on [Month, Day], 20[Year], and continues on an annual basis for X years.

1. Maintenance Fee Cap CONTRACTOR agrees that any change to the annual Maintenance Services fee may increase by not more than the lower of 3% or Consumer Price Index (CPI). The rates shall be adjusted in accordance with the index titled “All Urban Consumers (CPI-U). for the U.S. City Average. All Items 1982-84=100”, prepared by the U.S. Bureau of Labor Statistics.

Right to Change Support Plan Level STATE may choose to change its subscription to CONTRACTOR’s Maintenance Services plan to a higher or lower level plan that is offered by CONTRACTOR at this Contract’s next renewal date upon thirty (30) calendar days’ notice to CONTRACTOR.

Right to Modify or Cancel Support

0. STATE may choose to cancel Maintenance Services at this Contract’s next renewal date upon thirty (30) calendar days’ notice to CONTRACTOR.

STATE may delete a subset of licenses that are no longer in use from Maintenance Services at this Contract’s next renewal date upon thirty (30) calendar days’ notice to CONTRACTOR.

STATE may resume Maintenance Services for lapsed periods by paying CONTRACTOR an amount no greater than the amount that would have been due if maintenance services had been continued over the lapsed period. Upon payment of such amounts for lapsed periods, CONTRACTOR agrees to provide STATE with the right to any upgrades released during that period.

Software Support – Service Level Requirement CONTRACTOR will respond to STATE requests for software support services regarding the licensed software in accordance with the procedures identified below. In each case, STATE may describe and submit the problem by telephone, email, or online helpdesk/service desk tool.

High Impact – software unusable

4 hours Describe escalation procedure

Medium Impact – software useable with severely restricted functionality or performance

8 hours (1 business day) Describe escalation procedure

Low Impact – software useable with minor impact on functionality or performance

40 hours (1 business week) Describe escalation procedure

CONTRACTOR’S failure to meet the above defined Response Times or Resolution Times in any given month during the term and any renewal term shall be deemed a service level default (“Service Level Default”) and STATE may obtain the non-exclusive remedies set forth below.

Response and Resolution Service Levels (calculated monthly on a per incident basis) Service Level Credit (Prorated Fees – Monthly)

In the event STATE is eligible for a 20% Service Level Credit under this section for any two (2) consecutive months of the term, STATE may terminate this Contract without penalty upon written notice to CONTRACTOR.

Credits shall be applied against the next invoice. In the event a Service Level Default occurs after a party has given notice of termination, or STATE has made final payment to CONTRACTOR for the software support services and no further invoices shall issue as a result, CONTRACTOR shall refund to STATE the amount of the appropriate Service Level Credit due for the period of default.

Exhibit A-2 (Vendor Hosted Solution) This Exhibit will be utilized for Vendor hosted solutions. DELETE if solution is not Vendor hosted.

Software as a Service (SaaS) Service Level Agreement (SLA)

1. Subscription If SaaS services are provided by CONTRACTOR, the agency must first obtain a hosting waiver approved by ITD and OMB. N.D.C.C. § 54-59-22 requires ITD host all information technology systems unless a hosting exemption is granted. Insert the following clauses.

The terms and service level obligations are set forth in Exhibit C Software as a Service (SaaS) Service Level Agreement (SLA) are made a part of this Contract through its reference here. CONTRACTOR shall provide Subscription Services, including software/hardware updates and technical support services for the Subscription Services pursuant to this Contract commencing at the end of the warranty period. CONTRACTOR and STATE shall negotiate the terms and price of such services. CONTRACTOR warrants that it will continue to offer Subscription Services for the product(s) for a minimum of five (5) years from the date of final acceptance of any software/product update.

1. Subscription Services:

Define what CONTRACTOR is providing to STATE – access to and use of what software, maintenance, upgrade protection, support, etc.

0. The service is based on (include how service is based upon such as users, total employees, etc.).

Service shall be extended to any Users who have a need to use the SaaS for the benefit of STATE.

There shall be no limit on the number of machines, number of locations, or size of processors on which STATE can operate the service.

If CONTRACTOR reduces or replaces the functionality contained in the software and provides this functionality as a separate or renamed product, then STATE shall be entitled to usage of such software product at no additional fees.

1. Subscription Period

SELECT ONE OR REVISE AS NEEDED

Option 1- DELETE IF NOT USED The subscription period begins on [Month, Day], 20[Year], and continues on an annual basis for X years.

Option 2 - DELETE IF NOT USED The subscription period begins with a prorated period on [Month, Day], 20[Year], and continues on an annual basis for X years.

Purchase of Additional Users STATE may purchase additional Users during the term of this Contract at the same price offered by CONTRACTOR under the terms of this Contract.

Subscription Fee Cap CONTRACTOR agrees that any change to the annual Services fee may increase by not more than the lower of 3% or Consumer Price Index (CPI). The rates shall be adjusted in accordance with the index titled “All Urban Consumers (CPI-U). for the U.S. City Average. All Items 1982-84=100”, prepared by the U.S. Bureau of Labor Statistics.

Right to Change Support Plan Level STATE may choose to change its subscription to CONTRACTOR’s Subscription Services plan to a higher or lower level plan that is offered by CONTRACTOR at the Contract’s next renewal date upon thirty (30) calendar days’ notice to CONTRACTOR.

Right to Modify or Cancel Services STATE may choose to cancel Subscription Services at this Contract’s next renewal date upon thirty (30) calendar days’ notice to CONTRACTOR.

1. SaaS AVAILABILITY:

The SaaS shall be available twenty-four (24) hours per day, 365 days per year (excluding agreed-upon scheduled maintenance downtime).

SUPPORT AND ERROR RESOLUTION:

CONTRACTOR will respond to STATE requests for support services regarding the licensed software in accordance with the procedures identified below. In each case, STATE may describe and submit the problem by telephone, email or online helpdesk/service desk tool.

High Impact – System unusable

4 hours Describe escalation procedure

Medium Impact – System useable with severely restricted functionality or performance

8 hours (1 business day) Describe escalation procedure

Low Impact – system useable with minor impact on functionality or performance

40 hours (1 business week) Describe escalation procedure

CONTRACTOR’S failure to meet the above defined Response Times or Resolution Times in any given month during the term and any renewal term shall be deemed a service level default (“Service Level Default”) and STATE may obtain the non-exclusive remedies set forth below.

Response and Resolution Service Levels (calculated monthly on a per incident basis) Service Level Credit (Prorated Fees – Monthly)

In the event STATE is eligible for a 20% Service Level Credit under this section for any two (2) consecutive months of the term, STATE may terminate this Contract without penalty upon written notice to CONTRACTOR.

Credits shall be applied against the next invoice. In the event a Service Level Default occurs after a party has given notice of termination, or STATE has made final payment to CONTRACTOR for the software support services and no further invoices shall issue as a result, CONTRACTOR shall refund to STATE the amount of the appropriate Service Level Credit due for the period of default.

AVAILABILITY SERVICE LEVEL:

CONTRACTOR’s failure to make the services available at least 99.9% of the time in any given month during the term and any renewal term, excluding scheduled maintenance, shall be deemed a service level default (“Service Level Default”) and STATE may obtain the non-exclusive remedies set forth below. For purposes of this Contract, “Available” means that STATE users are able to access all features and functions of the licensed product and services including, but not limited to the licensed software and licensed content.

In the event STATE is eligible for a 100% Service Level Credit under this section during any given month of the term, or is eligible for a Service Level Credit greater than 10% in any two (2) months, during any rolling twelve (12) month period, STATE may terminate this Contract without penalty upon written notice to CONTRACTOR.

Credits shall be applied against the next invoice. In the event a Service Level Default occurs after a party has given notice of termination, or STATE has made final payment to CONTRACTOR for the software support services and no further invoices shall issue as a result, CONTRACTOR shall refund to STATE the amount of the appropriate Service Level Credit due for the period of default.

Once each calendar month during the term of this Contract, CONTRACTOR shall provide STATE with a written report comparing the actual performance of licensed product and services with the Service Level Requirement. Such report shall also contain such other information with respect to the performance of the licensed product and services as mutually agreed upon by the parties from time to time, and in conformity with reporting CONTRACTOR provides to its other customers utilizing the licensed product and services.

STATE retains the right to use a Third-Party service to validate the CONTRACTOR’s performance meeting agreed upon service levels.

RESPONSE TIME SERVICE LEVEL:

CONTRACTOR represents and warrants that ninety-five percent (95%) of all transactions shall process at a mutually agreed upon time threshold. STATE retains right to use a Third-Party service to validate the performance of CONTRACTOR’s response times.

If the CONTRACTOR’s System response times fall below the warranted level for two (2) or more consecutive weeks, STATE shall receive service credits in the amount of <#> percent of the fees for that month. If CONTRACTOR’s system response times fall below the warranted level for six (6) out of eight (8) consecutive weeks, CONTRACTOR shall be considered in default, and STATE may terminate the Contract without penalty.

CONTRACTOR represents and warrants that the above performance Service Levels shall be valid with up to <#> users using the system at any given time.

SCHEDULED MAINTENANCE AND NOTIFICATIONS

0. Standard Maintenance Windows Define maintenance window schedule Notification of Scheduled Maintenance Downtime CONTRACTOR shall provide 48 hours advance notice to the STATE of any scheduled maintenance downtime which will cause the total scheduled maintenance downtime for the month to exceed <#> hours or will occur outside of the Standard Maintenance Windows outlined above. In cases of emergency, CONTRACTOR shall use its best efforts to notify STATE of a planned downtime as soon as practicable.

DATA RETENTION SCHEDULE

Note: Define the process and retention schedule of Data to meet agency retention rules if not defined in the SOW or in 14. Data Retention and Disposal, may delete.

RPO AND RTO

CONTRACTOR commits to a RPO of four (4) hours and RTO of twelve (12) hours. In other words, when unscheduled downtime occurs, CONTRACTOR will resume service with data matching what the system contained at some point within the four hours preceding the unscheduled downtime. Additionally, the system cannot be down for longer than twelve (12) hours during unscheduled downtime.

SAAS AND DATA SECURITY:

a) CONTRACTOR shall:

1) Certify the sufficiency of its security standards, tools, technologies and procedures in providing SaaS under this Contract;

2) Compliance with the following:

i. Undergo an annual Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit or equivalent such as ISO 27001 for the CONTRACTOR’s Control Environment. Audit results and CONTRACTOR’s plan to correct any negative findings shall be provided to the STATE within seven (7) calendar days upon CONTRACTOR’s receipt of such;

ii. Provide STATE with a detailed description of the audited Control Environment. If STATE determines the Control Environment is not satisfactory, the STATE may request CONTRACTOR to correct any deficiencies;

3) Compliance with applicable industry standards, law, regulations and guidelines.

b) CONTRACTOR shall implement and maintain all appropriate administrative, physical, technical and procedural safeguards in accordance with section a) above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the SaaS from hacks, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that can disrupt the STATE’s access to its Data.

c) CONTRACTOR shall allow the STATE reasonable access to SaaS security logs, latency statistics, and other related SaaS security data that affect this Contract and the STATE’s Data, at no cost to the STATE.

d) CONTRACTOR assumes responsibility for the security and confidentiality of the Data under its control.

e) No…