The Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Mental Health

Interpreter Services Scheduling Software as a Service

Release Date:

September 24, 2026

167 Lyman Street, Hadley Bldg Westborough, MA 01581

Please Note: This is a single document associated with a complete Bid (also referred to as Solicitation) that can be found on www.COMMBUYS.com. All Bidders are responsible for reviewing and adhering to all information, forms and requirements for the entire Bid, which are all incorporated into the Bid. Bidders may also contact the COMMBUYS Helpdesk at COMMBUYS@state.ma.us or the COMMBUYS Helpline at 1-888-MA-STATE. The Helpline is staffed from 8:00 AM to 5:00 PM Monday through Friday Eastern Standard or Daylight time, as applicable, except on federal, state and Suffolk county holidays.

Table of Contents

Attachments:

Attachment A SaaS Terms Attachment B Accessibility Obligations Attachment C DMH Business Associate Terms and Conditions

In COMMBUYS File:

Detailed Cost Response ITS86 Vendor List Model SOW Reseller Certificate Business and Technical Requirements Chart DMH Request for Quotation (RFQ) for Interpreter Services Scheduling Software as a Service September 2026

I. GENERAL PROCUREMENT INFORMATION

Purchasing Agency

Purchasing Department: Department of Mental Health (DMH)

Address: 167 Lyman Street, Hadley Bldg Westborough, MA 01581

Procurement Contact: Elizabeth Welch

E-Mail Address: Elizabeth.Welch@Mass.Gov

RFQ Title: DMH ITS86 - Request for Quotation (RFQ) For Interpreter Services Scheduling Software as a Service

This RFQ is being released under the Statewide Contract ITS86. The resulting contract will be governed by the terms of that statewide contract.

This Request for Quotes (RFQ) does not commit the Commonwealth of Massachusetts (Commonwealth) or the Department of Mental Health (DMH) to approve a Statement of Work (SOW), pay any costs incurred in the preparation of a Bidder’s response to this RFQ, or to procure or contract for products or services. DMH reserves the right to accept or reject any and all proposals received as a result of this RFQ and to contract for some, all or none of the products and services as a result of this RFQ. DMH further reserves the right to negotiate with any or all qualified Bidders and to cancel in part or in its entirety this RFQ if it is in the best interest of DMH or the Commonwealth of Massachusetts to do so. DMH reserves the right to amend this RFQ at any time prior to the date the responses are due.

It is each Bidder’s responsibility to check COMMBUYS for any amendments, addenda or modifications to this Bid, and any Bid Q&A records related to this Bid. DMH accepts no responsibility and will provide no accommodation to Bidders who submit a quote based on an out-of-date Bid or on information received from a source other than COMMBUYS.

Eligible Bidders

This RFQ is restricted to Bidders in Category 1 (Resellers) on the Statewide Contract ITS86 Software and Related Services, including installation, implementation, customization, training, support, and maintenance), and Software Solution Providers that are not on the Statewide Contract, provided that they include with their bid a completed Authorized Reseller Certification Letter, that is included in the RFQ’s COMMBUYS file, signed by the ITS86 Reseller with whom the Software Solution Provider will partner to provide software and/or services. The Software Solution Provider quote must include the Reseller’s markup. Regardless of who submits the quote, the ITS86 Reseller is always considered the prime contractor and “Bidder.”

The list of ITS86 Resellers and their contact information can be found in the ITS86 Vendor List that is included in the RFQ’s COMMBUYS file.

DMH has intentionally posted this RFQ to the ‘open market” to elicit market interest. Any software-as-a-service (SaaS) provider / software publisher in the market that wants to propose a competitive solution to the Commonwealth may do so by working with any of the established Resellers on ITS75.

SHI International/Veoci Inc is the incumbent vendor. Competitive proposals from open market bidders will be considered.

Software Developers are highly encouraged to contact the Resellers and form an agreement to submit a proposal together. Resellers may work with more than one SaaS provider and are encouraged to do so under the terms of ITS86. The ITS86 Statewide Contract requires that, “ITS86 Resellers must have a resale and/or distribution agreement with the software publishers/market vendors prior to reselling and/or distributing the products under ITS86.” The agreement, however, is not required to be executed at the time of the Deadline for Bid Responses. It must be executed by the time DMH enters into a Statement of Work with the Reseller.

The ITS86 Reseller selected for the award must enter into a three-party agreement with DMH, and the third-party Software Solution Prover. This agreement will govern the third-party Software Solution Providers provision of the products and services being procured under this RFQ.

All interested parties must submit their bids through the Commonwealth’s online procurement system, COMMBUYS, per Section VI. Responses must be received no later than the response due date and time indicated in the Event Calendar below or they will not be evaluated.

Event Calendar

*All times are Eastern Standard Time

Description and Purpose of the Procurement

DMH is issuing this RFQ to solicit firm fixed price proposals from qualified bidders to provide software licenses, maintenance and support training and documentation for a standalone commercial-off-the-shelf (COTS), cloud-based Interpreter Scheduling Solution (such software, maintenance and support, training and documentation collectively, the “Software”). The cloud-based hosted solution must utilize either a vendor maintained cloud, or a third party data center approved by DMH which meets the requirements included in this RFQ. The purpose of this RFQ is to re-procure a system comparable to the current system utilized by DMH that allows for requesting and scheduling in-person interpreter appointments for individuals served by DMH by (1) allowing for real time tracking of all requests for interpreters and scheduled appointments at the central level and by individual DMH sites and vendors; (2) enhancing management and workforce efficiency by alleviating manual processes; (3) enhancing data collection and data integrity to support monitoring for quality assurance and the processing of invoices; and (4) enforcing business processes.

Bidders in their response should demonstrate an easy-to-use, reliable, secure, cost effective and highly configurable application that meets the requirements specified within this RFQ and satisfies or exceeds expectations around core business processes.

The response must include a description of both the system and professional services necessary to configure, install implement, document, test, host and train, and provide ongoing maintenance and support for the proposed software solution. The professional services component of the response must describe the bidder’s ability and past experience in business process design, creation and implementation of its solution.

Duration

1. Term. The total anticipated duration of the resulting contract of this RFQ shall not be limited by any term in this RFQ, and shall be the maximum period allowed by ITS86, which currently extends through June 30, 2031, with extensions possible through June 2037.

DMH may execute one or more statements of work (SOWs) or task orders, as needed, with the Selected Vendor anytime during the Term.

The term of the software services subscription (for managed cloud services and software) shall begin on the day DMH receives access to productive use of the software services. The selected Vendor shall invoice DMH for the software subscription after DMH acceptance. Should the selected Vendor solution fail to meet warranty requirements and is rejected, the selected Vendor shall credit all accrued project related fees back to DMH.

After an initial contract term estimated to be 4 years and 9 months (until 6/30/2031), renewal periods may be activated and exercised at the sole discretion of the DMH. The optional contract years shall be activated by written correspondence sent by the Commonwealth to the contracted vendor, informing the Vendor that the Commonwealth is exercising its option to renew the contract for the time frame stated in the correspondence. As part of any possible renewal, the vendor agrees to complete and execute any additional documents necessary for the renewed agreement. The duration of the resulting contract is subject to available funding for each year of the contract.

2. Termination. The Bidder understands and agrees that the software solution acquired by DMH under this RFQ, and any resulting agreement is critical to DMH’s operations and that under no circumstances, other than in response to criminal activity or Intellectual Property infringement, may the selected Vendor seek to cancel or otherwise limit or terminate DMH’s right to use the software solution. The selected Vendor’s sole and exclusive remedy for any breach of the agreement by DMH is limited to money damages. The selected Vendor hereby waives its right to seek injunctive relief against DMH in connection with any such breach that has the effect of interrupting DMH access to any product or service; provided, nothing contained herein shall prohibit either party from obtaining injunctive relief with respect to unauthorized disclosure of confidential information. The selected Vendor shall indemnify DMH for any breach of this provision, including without limitation any breach arising by the selected Vendor exercise of rights of self-help (electronic or otherwise) or refusal to support DMH’s use of the software Solution.

3. Termination by Vendor. If DMH materially breaches any of its obligations or covenants under this Agreement, the selected Vendor shall notify DMH as far in advance as possible, allowing for a notice period and cure period of not less than 60 (sixty) days.

4. Non-Renewal. At least six months prior to the end of a subscription term, the selected Vendor must provide DMH with written notice of its intent not to renew software services.

II. BACKGROUND

In recognition that language access is essential for the provision of culturally and linguistically appropriate care and treatment, DMH funds interpreter and translation services for its patients/clients. DMH purchases more spoken language in-person interpreter services and translation services than any other Massachusetts state agency. On a typical weekday, there are approximately forty in-person interpreter appointments. Most of these appointments occur at DMH-operated inpatient facilities and units, as well as in outpatient facilities and offices. In addition to in-person interpreter appointments, DMH arranges for phone interpretation, video remote interpretation, and document translation services.

DMH signed its original contract with SHI International/Veoci Inc in 2023 pursuant to the previous RFQ, reference “BD-22-1022-DMH8210C-75131”. Shi International/Veoci Inc currently provides software licenses, maintenance and technical support, training, and documentation for a standalone commercial-off-the-shelf, cloud-based Interpreter Scheduling Solution. The current software 9a) allows for real-time tracking of all requests for interpreters and scheduled appointments at the central level and by individual DMH cites and vendors; (b) enhances management and workforce efficiency by alleviating manual processes; (c) enhances data collection and data integrity to support monitoring for quality assurance and the processing of invoices; and (d) enforces business processes.

The purpose of this RFQ is to replace the prior, expiring contract. DMH intends to extend the existing terms and conditions in the Statement of Work (SOW) with SHI International/Veoci Inc, with some updates, including but not limited to the terms of ITS86, pricing updates, DMH is issuing this RFQ to solicit firm fixed price proposals for SHI International/Veoci Inc software subscription licenses, ongoing maintenance and support, training and documentation as well as software enhancements and/or other related professional information technology project services, under the terms and conditions of this RFQ and RFR ITS86.

Competitive proposals from open market bidders will be considered. If a competitive offer is accepted from another bidder, a similar contract would be negotiated.

DMH reserves the right to purchase additional related software and services under the terms of this RFQ.

III. DESCRIPTION OF REQUIRED GOODS AND SERVICES - BUSINESS AND SOFTWARE REQUIREMENT

The scope of the procurement covers the initial implementation, and continued hosting, maintenance and support of the Software (i.e., software licenses, configuration, maintenance and support, training and documentation).

1. Mandatory Minimum Bidder and Solution Requirements

The following are the minimum qualifications a Bidder must meet to be considered.

1. Bidder must be an “Eligible Bidder: as set forth in Subsection I.B.

2. The Software Solution Provider must be the original publisher or authorized by the publisher to provide all software, customizations, labor, materials, training, training manuals, training supplies, technical support and warranties.

3. Bidder has implemented or has experience implementing several similar scheduling solutions involving multiple internal and external sites in the past three years.

4. Bidder has experience working with the Public Sector clients, large health care organizations or other Health Insurance Portability and Accountability Act of 1996 (HIPAA) Covered entities.

5. The proposed software must be a Cloud Based stand-alone commercial off-the- shelf software solution. The cloud-based hosted solution must utilize either a vendor-maintained cloud, or a cloud of a third party data center approved by DMH.

6. The Bidder/Software Developer must agree to entering into a three way agreement with DMH regarding services to be performed. (See Model SOW in the Bid’s COMMBUYS file.)

Service Requirements

The Selected Vendor must support the initial deployment and the ongoing maintenance and support of the Interpreter Services Scheduling solution to include:

· The professional services associated with the installation, configuration, development, quality assurance, testing and related services.

· The managed services associated with ongoing hosting, storage, help desk, support, trouble shooting, systems upgrade and other related services.

· Training services for both DMH internal and external users; including the training of at least 2 internal staff members to provide training for on-going support. Details on expected training services can be found in Subsection III.F.

· Project Management and implementation support services associated with implementing the proposed Software. This includes the development and implementation of a project plan; team communication and go-live planning.

Business Requirements

DMH needs a solution that meets the Business Requirements specified in the Business and Technical Requirements Chart that is included in the Bid’s COMMBUYS file. At a minimum, the solution must allow DMH to substantively perform all of the tasks outlined in Section II, but in a more efficient and cost effective manner.

Technical Requirements

DMH needs a solution that meets the requirements specified in:

· Business and Technical Requirements Chart included in the Bid’s COMMBUY”S file

· Attachment A: SaaS Terms

· Attachment B: Accessibility Obligations

· Security Requirements. All software and services proposed by the Bidder must meet the Commonwealth's Enterprise Information Security Policies and Standards (linked here https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards (or any successor link thereto) and meet the requirements set forth in Attachment C, the DMH Business Associate Agreement.

· Access design. The Software must be mobile ready and user friendly via web browsers on phones, tablets, and other devices in addition to personal computers and laptops. The Software must be able to be accessed through today’s leading web browsers, including, but not limited to Google Chrome, Safari, and Microsoft Edge.

Required Licenses and Maintenance

Bidders must include, at no additional cost and as part of their bid, licenses authorizing the Commonwealth personnel (including without limitation DMH’s personnel or its contractors) to test the Software in the Cloud for accessibility against the Enterprise Accessibility Standards, and for interoperability with the specific AT and the IT environment set forth in the AT/IT Environment List. These licenses must be available to the Commonwealth for evaluation of the Software prior to DMH purchasing the Software and also on an ongoing, episodic basis after DMH has purchased the solution.

In addition, DMH seeks proposals for maintenance and support for the Software.

Training Services

The selected Bidder will be responsible for all initial training for the implementation of Interpreter Scheduling Solution, as well as providing a DMH train-the-trainer session, and technical and user documentation. It is DMH’s expectation that training materials be specific to their configuration of the selected Scheduling Solution and that they will include digital job aides, quick reference guides and standard operating procedures.

As part of the initial implementation, DMH expects training of all OREI Staff, designated users at each DMH location and select representatives from the external vendors from which it purchases interpreter services; totaling approximately 50 users currently but could increase up to 100 users. Additionally, DMH expects the selected Vendor to provide user guides and standard operating procedures to internal system users. Any documentation delivered to DMH, and its vendors shall be in an agreed-upon editable format. Bidder agrees to provide copyright permission so that DMH may edit and copy the documentation freely for its own internal use.

There are additional training requirements in Attachment B, Accessibility Obligations.

Security

The vendor that contracts with DMH will be considered to be Business Associates of DMH, as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA) and also holders of Personal Data for the purpose of Massachusetts Fair Information Practices Act. The Vendor must comply with the DMH Business Associate Terms and Conditions in Attachment C. DMH is a Covered Entity for purposes of HIPAA. It is expected that as part of scheduling process it will be necessary to use names of DMH clients and patients or other information that could be used to identify such. Such information is considered to be Protected Health Information as that term is defined in HIPAA. The solution must be compliant with HIPAA security requirements.

Financially Stable

The Bidder/Software Solution Provider must have good business references and be financially stable and not subject wither a Federal or State Debarment Order, as set forth in the Business and Technical Requirements Chart that is included in the Bid’s COMMBUYS File.

DMH Request for Quotation (RFQ) for Interpreter Services Scheduling Software as a Service September 2026

IV. TERMS AND CONDITIONS

A. Order of Precedence

The contract (“Agreement”) resulting from this RFQ shall consist of the following documents in the following order of precedence:

1. The Commonwealth’s Terms and Conditions for Technology Contracts;

2. The Commonwealth’s Standard Contract Form;

3. The Commonwealth’s RFR ITS86;

4. The Bidder’s response to RFR ITS86;

5. This RFQ (as it may be amended, including without limitation by amendments to the RFQ, requests for clarification and requests for best and final offers);

6. Any license agreement, statement of work, and/or other agreement negotiated between and executed by the parties; and

7. The Bidder’s response to the RFQ (including all amendments thereto and responses to requests for clarification or requests for best and final offer).

DMH expressly notes that the new Commonwealth Terms and Conditions for Technology Contracts have industry standard limitation of liability and indemnification provisions, and Bidder understands that, per the Commonwealth of Massachusetts Comptroller policy, these terms are non-negotiable as part of any agreement made under the terms of a vendor’s ITS86 Contract. Bidders agree that these Commonwealth terms shall supersede any other related terms in the agreement.

This Order of Precedence is non-negotiable. Bidders that require any exceptions to this order of precedence should not submit a proposal.

1. Statement of Work

The professional services delivered under this RFQ will be subject to a Statement of Work (“SOW”) in the form of the Model Statement of Work that is included in the Bid’s COMMBUYS File. Most of the standard terms of the SOW are non-negotiable (including without limitation the warranties set forth therein) but the parties will negotiate the specific approach to and timeline for the Professional Services and the tasks and deliverables (as defined in the SOW). Although tasks and deliverables under this engagement will be fixed price, Bidders must also submit hourly rates for all staff resources proposed in their bid. DMH reserves the right to hire the winning Bidder, at the hourly rates included in its bid or at a fixed price based on those rates, for work closely related to the project described in this RFQ but not specifically described herein. The SOW will be a three-way agreement between DMH, the ITS86 Vendor and the Software Solution Provider, unless otherwise agreed to by DMH.

IPAWE Agreement. The selected Bidder shall ensure that each of its personnel prior to providing professional services under the resulting SOW, regardless of whether the individual is an employee, contractor, or agent of the selected Bidder, sign the “Intellectual Property and Work Effort Agreement for Vendor’s Employees, Contractors, Consultants, and Agents” (the “IPAWE Agreement”) which is included in Attachment A to the Model Statement of Work in the Bid’s COMMBUYS File. The Selected Bidder shall return the signed copies of the IPAWE Agreement, or the pre-approved substitute agreement, to DMH’s project manager prior to the rendering of any services.

1. Warranty

Bidder shall provide all warranties listed below. Additional warranties may be agreed to in the contract resulting from this RFQ.

1. Bidder must provide all warranties required by the applicable Statewide Contract.

2. Bidder warrants that all goods and services shall be provided in accordance with applicable State and Federal laws and in accordance with industry standards.

3. Bidder warrants that all personnel performing services shall act with due diligence and care and are qualified to perform such services in accordance with industry standards. Bidder warrants that it shall be responsible for the actions of all subcontractors and shall ensure all subcontractors’ compliance with the terms of an agreement resulting from this RFQ.

4. Bidder warrants that for a minimum of six (6) months (the “Warranty Period”) after the Agency accepts any software pursuant to Sections 1 and 2 of the Commonwealth’s Terms and Conditions or the Commonwealth’s Terms and Conditions for Information Technology Contracts, as applicable, any software delivered by Bidder under this RFQ will substantially conform to the applicable Specifications. As used in this RFQ, “Specifications” means (i) the requirements for the software set forth in this RFQ, (ii) the software’s functional, performance, and interoperability requirements set forth in any agreement entered hereunder; (iii) the software functionality and description provided in Bidder’s response to this RFQ, and (iv) to the extent not inconsistent with the foregoing, the software Solution Provider’s published specifications and documentation for the Software. If the Participating Agencies discover a non-conformity, or are informed of such non-conformity by the Bidder, in the software during the Warranty Period, then the Bidder’s entire liability and the Participating Agencies’ exclusive remedy shall be as follows: Bidder shall use commercially reasonable efforts, at its option, to (1) correct the non-conformity, (2) provide a work around or software patch (a “Fix”), or (3) replace the software. If Bidder is unable to remedy a non-conformity within a reasonable period of time, then EOTSS may terminate any agreement related to the software effective immediately upon written notice to Bidder. In this event, Bidder shall promptly pay to EOTSS an amount equivalent to all amounts paid by EOTSS for (i) software license fees (or SaaS equivalent) and (ii) maintenance and support services for the current year and (iii) all amounts already paid and not yet rendered or goods not yet delivered and accepted by EOTSS. Any replacement or error correction will not extend the original Warranty Period. During the Warranty Period, Bidder will not charge Participating Agencies or EOTSS for parts, labor or transportation. For the avoidance of doubt, Bidder shall be responsible to disclose and notify Participating Agencies of any non-conformity that it discovers during such Warranty Period.

5. Bidder warrants that all applicable agreements and terms will be provided in Bidder’s response. Bidder further warrants that the sale of the software and services, and the Commonwealth’s use of the software and services, will not be subject to any shrink-wrap, click-through, online terms, or similar agreements. Any terms or agreements that are not executed by the Commonwealth will be void.

6. Bidder warrants that the software does not infringe on any existing intellectual property rights of any third party and that the Bidder has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by it for incorporation into the software.

7. Bidder warrants that it has made commercially reasonable efforts to ensure that the licensed copy of the software provided to Participating Agencies does not contain any virus, Trojan horse, worm or other software routines or equipment components designed to permit unauthorized access, to disable, erase, or otherwise harm software, equipment, or data (“Unauthorized Code”).

8. Bidder warrants that it shall provide all necessary authorization codes necessary for successful installation of the software. Bidder also must also provide reauthorization codes to the Participating Agencies should such codes be necessary for the software to remain functional during the Term.

Bidder warrants that the documentation to be provided by the Bidder shall be in sufficient detail so as to allow suitably skilled, trained, and educated personnel to understand the operation of the Deliverables. Bidder agrees to promptly, at no additional cost, make corrections to any documentation that does not conform to this warranty.

V. SUBMISSION REQUIREMENTS

Interested Bidders must submit their response using COMMBUYS. Job aid on how to submit a quote: https://www.mass.gov/lists/job-aids-for-vendors-using-commbuys

Bidder may contact the COMMBUYS Help Desk at COMMBUYS@state.ma.us or call during normal business hours (8AM – 5PM, Monday – Friday) at 1-888-627-8283 or 617-720-3197.

DMH accepts no responsibility and will provide no accommodations to Bidders who submit a response based on an out of date Bide or on information received from a source other than COMMBUYS.

The posting date/time as captured by COMMBUYS will serve as the date/time of record for deadline purposes.

VI. BIDDER RESPONSE REQUIREMENTS

Unless otherwise specified in this section, all Bidders must submit their response documents in unlocked Microsoft Word or PDF format, using 1-inch margins and Times New Roman size 11 font. Each response document must be uploaded to COMMBUYS as a separate attachment.

Bidders’ responses must include the following:

A. A cover letter in which the Bidder expressly states that it agrees to the terms and conditions of this RFQ and certifies they meet the Required Qualifications outlined in Section III.A. Any cover letter which does not include this express statement, or includes an alternative statement offering to negotiate terms, may disqualify the Bidder.

B. A Reseller/Certificate in the form of the Reseller Certificate included in the Bid’s COMMBUYS file, if applicable (only required if Bidder is submitting a bid under the authority of an ITS86 reseller).

C. Business and Technical Response This shall include the following:

· A completed Business and Technical Requirements Chart (included in the Bid’s COMMBUYS file.

· An Executive Summary of its proposal, not to exceed 3 pages.

· Copies of accessibility supporting materials, for example, VPAT’s or other testing materials.

· An affirmative statement that the Software complies with the requirements in Section IV,C: Warranty.

· An unlocked, editable copy submitted in MS Word format of any relevant additional warranties; software licenses; software agreements; software maintenance agreements; maintenance and technical support descriptions for any available levels of maintenance and support (e.g., silver, gold, platinum, etc.), including detailed service levels and response times for incidents of varying levels of severity; and any other boilerplate forms related to the procurement of the Bidder’s proposed Software. DMH will not be bound by any agreements that are not included in the response and that the DMH has not signed or agreed to in a signed document.

· Bidders must expressly identify any requirements that can’t be met.

1. Cost Response DMH requires a firm fixed price proposal, that includes the following:

1. A fully completed Detailed Cost Response Form that is included in the Bid’s COMMBUYs file.

2. A Cost Narrative document (not to exceed 5 pages) that explains:

a) Bidder’s assumptions in connection with its bid.

b) Explanation of any optional costs associated with the Bidder’s bid, for example, optional add-on software functionality and modules.

c) Potential cost model alternatives. Bidders may propose multiple types of software licenses with different options and prices. Bidders must clearly identify any interdependencies between any options proposed in this manner in the narrative response.

d) Detail of Bidder’s proposed license structure, maintenance, and support costs, and other associated costs e) Any anticipated major upgrades anticipated in the next three years, and estimated costs based on the level of proposed configuration/ customization

The cost proposal must be an all-inclusive fixed price bid, including all costs related to this engagement, without limitation cost of the licensed products, maintenance and support. DMH will not pay any costs and expenses not included in the cost proposal. If the response is submitted through a software reseller, expressly state the reseller’s offered markup. In no event will DMH pay reseller markup fees in excess of that allowed under ITS86. DMH may give bonus scoring points to offers with Resellers that offer a reseller mark-up below that permitted under ITS86. All Bidder proposed fees including, but not limited to, license, hosting and maintenance subscription fees, and time and materials hourly fees, shall remain fixed for the first five (5) years of the agreement. Fees for each successive year may not increase more than 3% of the previous year. Bidders are encouraged to propose a price cap lower than 3%. DMH prefers a cost response that includes volume discounts for licenses, storage, etc. with the ability to add, remove, change, and transfer licenses upon request.

1. Bidder Proposed Boilerplate

Subject to the Order of Precedence in Section IV.A, DMH will consider negotiating vendor boilerplate as part of the Agreement. Bidders shall provide an unlocked, editable copy submitted in MS Word format of any Bidder boilerplate terms, including additional warranties; software license subscriptions; SaaS agreements; software maintenance agreements; maintenance and technical support descriptions for any available levels of maintenance and support (e.g., silver, gold, platinum, etc.), including detailed service levels and response times for incidents of varying levels of severity; and any other boilerplate forms related to the procurement of the Bidder’s proposed Software. The Commonwealth will not be bound by any agreements that are not included in the response and that the Commonwealth has not signed or agreed to in a signed document.

Bidder Exceptions

DMH recognizes that not every market solution will meet all of the RFQ requirements. Bidder must expressly identify any RFQ requirement, whether business, technical, or otherwise, that it is unable to meet. Bidders can include this information within the narrative responses provided they are clearly labeled as exceptions, or the Bidder may use a separate document.

VII. EVALUATION CRITERIA

Bidders’ proposals will be scored against established evaluation criteria. DMH may review references, request interviews/presentations, conduct demonstrations and/or conduct onsite visits as part of its evaluation. DMH reserves the right to request clarification of responses following the bid submission, and to determine that any non-compliance is insubstantial, can be corrected or that an alternative proposed by a Bidder is acceptable.

DMH reserves the right to engage in a Best and Final Offer (BAFO) period. The highest scoring bidder or bidders may be requested to submit BAFOS.

DMH seeks best value. The bid selected, if any, will demonstrate the best value overall , including proposed alternatives that will achieve the procurement goals of DMH. DMH and a Bidder may negotiate a change in any element of contract performance or cost indemnified in the original RFQ or the Bidder’s response which results in lower costs or a more cost effective or better value than was presented in the Bidders response.

VIII. MISCELLANEOUS

1. Responses

1. DMH shall not be under any obligation to return any responses or materials submitted by a Bidder in response to this RFQ. All materials submitted by Bidders become the property of DMH and will not be returned to the Bidder. DMH reserves the right to use any ideas, concepts, or configuration that are presented in a Bidder’s response, whether or not the response is selected for contract award.

2. DMH is not liable for any costs incurred by Bidders in replying to this RFQ.

3. Bidders are prohibited from communication directly with any employee of DMH regarding this RFQ, except specified in the RFQ, and no other individual DMH employee or representative is authorized to provide any information or respond to any question or inquiry concerning this RFQ.

4. By submitting a Bid response, the Bidder certifies that the response has been arrived at independently without any communication, collaboration, or without any agreement, understanding or planed common course of action with any other Bidder of the commodities and/or services described in this RFQ.

5. All bids submitted in response to this RFQ must be available for a minimum of one hundred twenty (120) calendar days. The prices submitted in a Bidders response must remain firm during the term of the contract Maintenance and Support pricing must remain fixed throughout the life of the Contract.

1. Bid/Response Rejection

DMH reserves the right to reject any or all bids (responses), in whole or in part, that are for any reason deemed non-compliant or non-responsive per this RFQ, its attachments or any subsequent changes. DMH may reject a Bidder’s response when DMH reasonably determines that the Bidder is not responsible or eligible. Bidders are advised to check prior to submitting a response to ensure that they have the most recent RFQ files. Bidders may not alter (manually or electronically) the RFQ language or any RFQ component files. Modifications to the body of the RFQ, specifications, terms and conditions, or which change the intent of this RFQ are prohibited and may disqualify a response.

DMH reserves the right not to enter any agreement under this RFQ.

A Bidder’s response will be excluded for failure to agree to the order of precedence set forth in the “Order of Precedence” section of this RFQ. A Bidder’s response will also be excluded if the response includes goods or services that are being resold under the RFR/this RFQ and the reseller does not submit the response (including without limitation any questions, any responses to requests for clarification and any responses to requests for best and final offers) to DMH. Prior to such an exclusion, DMH reserves the right to request one or more clarification(s) from the Bidder confirming Bidder’s acceptance of the order of precedence or to request one or more clarification(s) from the reseller to confirm that it is the Bidder and any responses submitted directly to DMH by a Bidder with pricing from the reseller are, in fact, part of the reseller’s response.

A Bidder’s response may be excluded for failure to meet one or more of the requirements of this RFQ.

A Bidder’s response may be excluded for failure to meet DMH’s internal affordability threshold.

Contract Amendments

DMH reserves the right to amend this RFQ or any contract resulting from this RFQ. DMH may negotiate changes to the original performance measures, reporting requirements or payment methodologies tied to performance at any time during the contract duration if they are consistent with the specifications of this RFQ. DMH reserves the right to negotiate and execute contract amendments with the contractor(s) that DMH determines as necessary to result in the intent of this RFQ, to amend the specifications for necessary requirements, or to result in a better valued contract. Negotiation would be with the successful contractor(s) of this RFQ. Amendments may include, but are not limited to, contract dollars, contract performance, increased or decreased obligations, scope of work, quantity, etc. DMH reserves the right to contract with the winning bidder for products and services that are closely related to the scope of this RFQ, but not expressly identified herein.

Review Rights

Responses to this RFQ may be reviewed and evaluated by any person(s) at the discretion of DMH including non-allied and independent consultants retained by DMH now or in the future, for the sole purpose of obtaining an analysis of responses. Any and all respondents may be asked to further explain or clarify in writing areas of their response during the review process. DMH retains the right to request further information from respondents.

Proprietary Notices

All bids submitted in response to this RFQ shall be public record. All notices included in such bids to the effect that bid content is confidential or proprietary, that the distribution of such bids is prohibited or that by opening or accepting the bid DMH is accepting such terms, are null and void, and any portions of the response so marked shall still be considered a public record.

ATTACHMENT A

SAAS TERMS

The following legal terms apply to subscriptions to cloud offerings (each referred to as the “Service”) by an eligible entity (“Customer”) within the Commonwealth of Massachusetts (“Commonwealth”). These terms shall supplement any terms provided by the service provider (“Service Provider”). Changes to the terms below that adversely affect the Commonwealth must be approved by legal counsel at the Executive Office of Technology Services & Security (EOTSS); however, terms may be removed without approval if Service Provider’s terms contain similar provisions that are no less protective of the Commonwealth than the provisions contained herein. These terms must be attached to and made part of the executed contract.

DEFINITIONS

Cloud offerings include the following:

“Software-as-a-Service” (SaaS) means the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin-client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

“Platform-as-a-Service” (PaaS) means the capability provided to the consumer to deploy onto the cloud infrastructure consumer-created or acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

“Infrastructure-as-a-Service” (IaaS) means the capability provided to the consumer is to provision processing, storage, networks and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed application; and possibly limited control of select networking components (e.g., host firewalls).

SUBSCRIPTION TERMS

Service Provider grants to Customer a license or right to (1) access and use the Service, (2) for SaaS, use underlying software as embodied or used in the service, and (3) view, copy, download (if applicable), and use documentation.

No terms, including a standard click-through license or website terms of use or privacy policy, shall apply to Customer unless Customer has expressly agreed to such terms by including them in a signed agreement.

SUPPORT AND TRAINING

Service Provider must provide technical support via online helpdesk and toll-free phone number, at minimum during Business Hours (Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time), and 24x7x365 if required by Customer and requested prior to contract execution.

Service Provider must make training available online to users. Training must be accessible, per the Commonwealth Web Accessibility Standards.

SERVICE LEVELS

Service Provider must provide a Service Level Agreement (SLA) that contains minimum levels approved by the Customer.

UPDATES AND UPGRADES

Service Provider will make updates and upgrades available to Customer at no additional cost when Service Provider makes such updates and upgrades generally available to its users.

No update, upgrade or other change to the Service may decrease the Service’s functionality, adversely affect Customer’s use of or access to the Service, or increase the cost of the Service to Customer.

Service Provider will notify Customer at least sixty (60) days in advance prior to any major update or upgrade.

Service Provider will notify Customer at least five (5) business days in advance prior to any minor update or upgrade, including hotfixes and installation of service packs, except in the case of an emergency such as a security breach.

CUSTOMER DATA

Customer retains full right and title to data provided by Customer and any data derived therefrom, including metadata (collectively, the “Customer Data”).

Service Provider shall not collect, access, or use user-specific Customer Data except as strictly necessary to provide Service to Customer. No information regarding Customer’s use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation shall extend beyond the term of the Agreement in perpetuity.

Service Provider shall not use any information collected in connection with the Agreement, including the Customer Data, for any purpose other than fulfilling its obligations under the Agreement.

At no time may any data or processes which either belong to Customer, or are intended for Customer’s exclusive use, be copied, disclosed, or retained by Service Provider for subsequent use in any transaction that does not include Customer.

Customer Data must remain at all times within the continental United States. Service Provider must disclose to Customer the identity of any third-party host of Customer Data prior to the signing of this Agreement.

Customer may export the Customer Data at any time during the term of the Agreement or for up to three (3) months after the term (so long as the Customer Data remains in the Service Provider’s possession) in an agreed-upon file format and medium.

Three (3) months after the termination or expiration of the Agreement or upon Customer’s earlier written request, and in any event after Customer has had an opportunity to export and recover the Customer Data, Service Provider shall at its own expense destroy and erase from all systems it directly or indirectly uses or controls all tangible or intangible forms of the Customer Data and Customer’s Confidential Information, in whole or in part, and all copies thereof except such records as are required by law. To the extent that any applicable law prevents Service Provider from destroying or erasing Customer Data as described in the preceding sentence, Service Provider shall retain, in its then current state, all such Customer Data then within its right of control or possession in accordance with the confidentiality, security and other requirements of this Agreement, and perform its obligations under this section as soon as such law no longer prevents it from doing so. Service Provider shall, upon request, send a written certification to Customer certifying that it has destroyed the Customer Data and Confidential Information in compliance with this section.

DATA PRIVACY AND SECURITY

Service Provider must comply with all applicable laws related to data privacy and security.

Service Provider shall not access Customer user accounts, or Customer Data, except in the course of data center operations, response to service or technical issues, as required by the express terms of this Agreement, or at Customer’s written request.

Service Provider may not share Customer Data with its parent company, other affiliate, or any other third party without Customer’s express written consent.

Prior to contract execution, Service Provider and Customer must cooperate and hold a meeting to determine whether: (1) “Personal data,” as defined in Mass. Gen. Laws c. 66A, will be stored or used in the Service. If so, then Service Provider is a “holder” of “personal data”, as such terms are defined in M.G.L. c. 66A, solely to the extent that the obligations of a holder are applicable to Service Provider’s delivery of services under the Agreement. The Customer remains responsible for all other obligations of a holder set forth in M.G.L. c. 66A. (2) Any sensitive or personal information will be stored or used in the Service that is subject to any law, rule or regulation providing for specific compliance obligations (e.g., M.G.L. c. 93H and 201 CMR 17.00, HIPAA, FERPA, IRS Pub. 1075). If so, then Service Provider must document in the Agreement how the Service complies with such law. If either of the above is true, then Service Provider and Customer must review the Service specifications to determine whether the Service is appropriate for the level of sensitivity of the data to be stored or used in the Service, and how Customer and Service Provider will comply with applicable laws. Service Provider and Customer must document the results of this discussion and attach the document to the Agreement.

Service Provider shall provide a secure environment for Customer Data, and any hardware and software, including servers, network and data components provided by Service Provider as part of its performance under this Agreement, in order to protect, and prevent unauthorized access to and use or modification of, the Service and Customer Data.

Service Provider will encrypt personal and non-public Customer Data in transit and at rest.

Customer Data must be partitioned from other data in such a manner that access to it will not be impacted or forfeited due to e-discovery, search and seizure or other actions by third parties obtaining or…