DORRFR08621FORITLEGACOUNSELMASSTAX2.DOC

COMMONWEALTH OF MASSACHUSETTS

DEPARTMENT OF REVENUE

REQUEST FOR RESPONSES

FOR

MASSTAX2 LEGAL COUNSEL

RFR 08-621

July 17, 2007 Contact Person:

Audrey G. Rushton, Tax Counsel

Department of Revenue

617-626-3265 RFR and Procurement Information

Name and Title of RFR:

MASSTAX2 Legal Counsel

RFR Number 08-621 Contact Person:

Audrey G. Rushton, Tax Counsel

Rushton@dor.state.ma.us

Department of Revenue

100 Cambridge Street, Seventh Floor

Boston, MA 02114

617-626-3265 Number of Contractors:

DOR will select a single Bidder.

Single Department Procurement/ The Contract will be a single department user Single Department User Contract:

contract.

Total Anticipated Duration:

The initial duration of the Contract will be one (1) year. DOR may exercise up to four (4) one (1) year options to renew the Contract.

Anticipated Expenditure:

The estimated value of the Contract is approximately $200,000 over the entire term, including renewal years.

Acquisition Method:

The Contract will be a fee-for-service rate contract.

PERFORMANCE SPECIFICATIONS

Description of Services Solicited. The Massachusetts Department of Revenue (“DOR”) seeks to enter into a legal services contract (the “Contract”) with a Boston area law firm (the “Firm”) to help negotiate and draft a contract for an integrated tax system to be known as “MASSTAX2.” The Firm may also be required to perform research in support of the negotiating and drafting process. MASSTAX2 contract negotiations will take place at 100 Cambridge Street in Boston, at the offices of the selected Firm, or at 200 Arlington Street in Chelsea. The MASSTAX2 contract will govern the development, implementation, testing and the maintenance and warranty provisions of MASSTAX2. MASSTAX2 will replace DOR’s current integrated tax system and will provide the technology to support DOR’s revenue processing.

DOR anticipates that the Firm’s work under the Contract will begin in September 2007.

Unisys Corporation is the apparent successful bidder of the MASSTAX2 project. DOR’s execution of a contract with Unisys is contingent on the Legislature’s enactment of IT Bond IV (which will provide the funds for the MASSTAX2 project) and successful contract negotiations. Unisys proposes to subcontract with CGI-AMS and Eliassen Group, Inc.

Detailed information about DOR’s requirements with respect to MASSTAX2 may be found in RFR #2005-0004, which may be accessed as a closed DOR solicitation at www.Comm-PASS.com. DOR urges Bidders to review these requirements carefully.

At least one DOR attorney with experience in state contract and procurement law will work with the selected Firm during the negotiating and drafting process. A DOR attorney will attend most negotiating sessions and will assist with contract drafting and contract review, as appropriate.

Once the MASSTAX2 contract has been executed, DOR may ask the selected Firm to assist DOR in interpreting the MASSTAX2 contract or in drafting related documents (e.g., contract amendments). The hourly rates for contract interpretation and additional drafting will be the same as the rates for negotiating and drafting the contract.

Firm Experience. High quality, specialized legal experience is needed to assist DOR in drafting and negotiating the MASSTAX2 contract and related documents. The Chief Legal Counsel to the Governor has certified to DOR, pursuant to G.L c. 30, § 65, that no state employee can provide the legal services DOR requires. Therefore, DOR needs to retain a Firm with demonstrated expertise in those areas of the law typically involved in information technology contracts (such as intellectual property, software licensing, software escrow, maintenance agreements, and warranties).

The Firm must have experience in negotiating and drafting complex technology-related contracts. Knowledge of state finance, contract, and procurement law (801 CMR 21.00) is helpful, but is not required.

Personnel Assigned/Replacement of Personnel. The Firm must assign at least two attorneys to work on the MASSTAX2 contract, but it may assign more than two. One attorney (the “Lead Attorney”) is required to work on the contract on a day-to-day basis and to participate in most meetings and conference calls with Unisys and/or DOR. At least one other attorney (the “Substitute Attorney”), who must be familiar with the status of negotiations, the draft of the contract, and any related legal issues, must be immediately available in case of the absence of the lead attorney. A team approach is acceptable, so long as one member of the team serves as the Lead Attorney and is familiar with actions of all other team members, and another member of the team serves as Substitute Attorney and is able to take the place of the Lead Attorney whenever the Lead Attorney is absent.

The Lead Attorney and Substitute Attorney need not be partners or members of the Firm, provided that they have the requisite experience and expertise. However, the Firm’s Contract Manager must be a partner or member of the Firm. The Firm’s Contract Manager and the Lead Attorney may be the same person. The Firm’s Contract Manager will resolve any issues DOR has with the Firm’s performance, the attorneys assigned to the Contract, and invoicing and payment.

The Firm and DOR will agree on the designation of Key Attorneys in the Contract. At a minimum, the Lead Attorney and the Substitute Attorney will be designated as Key Attorneys. If the Firm must replace a Key Attorney, the Firm must notify DOR promptly in writing of the name and qualifications of a proposed replacement attorney. Any replacement attorney must possess qualifications comparable to those of the Key Attorney he or she replaces. DOR may disapprove any proposed replacement attorney.

No temporary personnel may serve as attorneys or paralegals under the Contract without DOR’s prior written approval.

In the event of the replacement of any Firm personnel, the Firm will remain responsible for providing the services described in the Contract at the rates agreed upon in the Contract. The Firm must make every effort to minimize interruptions in the provision of its services. Any costs associated with replacing any Firm personnel assigned to the Contract will be borne by the Firm.

DOR may, in its discretion, prohibit any Firm personnel from working on the Contract. The Firm must promptly replace any such personnel with a Firm employee with comparable qualifications, unless DOR waives this requirement in writing.

Members in Good Standing of the Bar. The Firm’s Contract Manager, the Lead Attorney, the Substitute Attorney, and their successors must be members in good standing of the Massachusetts Bar. Every other attorney assigned to the Contract must be a member in good standing of the Massachusetts Bar or the bar of another state or the District of Columbia. The Firm must verify to DOR annually that each attorney assigned to the Contract remains a member in good standing of the Bar in the appropriate jurisdiction.

Performance Measures. DOR will evaluate the Firm’s performance on various factors, including: the quality and timeliness of the Firm’s work; the Firm’s negotiation skills; the Firm’s responsiveness to DOR’s concerns; and the accuracy and timeliness of the Firm’s invoices.

Bidder Responses Timetable. The Timetable is subject to change at DOR’s discretion.

Timetable Posting of RFR on Comm-PASS:

July 17, 2007 Submission Deadline for Written Inquiries:

3:00 P.M. (ET), Monday, July 30, 2007

DOR’s Response to Written Inquiries:

Friday, August 3, 2007

Response Submission Deadline:

3:00 P.M. (ET), Friday, August 17, 2007

Anticipated Start Date of Contract:

September 2007

Written Inquiries. A Bidder may submit written inquiries about the MASSTAX2 project, the Contract, or the bidding process to Audrey Rushton by e-mailing her at Rushton@dor.state.ma.us. The Bidder should raise any questions or concerns it has by means of the written inquiries, as DOR anticipates very limited negotiations with the selected Firm. It is the Bidder’s responsibility to ensure that Ms. Rushton receives the e-mail by the time and date specified in the Timetable. No DOR employee will answer inquiries orally. Only written answers bind DOR.

Bidder Conference. DOR will not be offering a Bidder Conference.

Mandatory Items. Bidders must submit the following:

1. A description of the Bidder’s experience and expertise in negotiating and drafting complex information technology contracts for private or public entities.

2. A description of the Bidder’s experience and expertise in advising private or public entities on information technology and intellectual property issues.

3. Names and resumes of the attorneys whom the Bidder expects to assign to the Contract (specifying which attorneys will serve as the Firm’s Contract Manager, the Lead Attorney, and the Substitute Attorney), and, if it is not clear from the resumes, a description of each attorney’s experience and expertise in the fields of information technology and intellectual property.

Although a Bidder may wish to submit the resumes of a number of attorneys in case the attorneys expected to work on the Contract are unavailable, a Bidder should provide resumes of only those attorneys it reasonably expects to assign to the Contract.

4.

a. An hourly rate for each attorney, paralegal, and administrative assistant expected to be assigned to the Contract; or

b. A blended rate for those personnel expected to be assigned to the Contract.

Bidders are strongly encouraged to discount their rates for DOR. If overtime rates are charged, the Response should indicate which employees are subject to overtime rates, the time periods/days when overtime rates are charged, and what the overtime rates are.

5. In lieu of, or in addition to, item 4, a Bidder may specify a fixed, maximum amount for services provided under the Contract.

6.

a. Any fees the Bidder proposes to charge for travel (but DOR will not pay for commuting expenses), meals, courier services, photocopying, postage, faxing, telephone, and so forth; and

b. Any other fees the Bidder proposes to charge, such as fees for computer time (including fees for the use of electronic legal databases).

A Bidder is strongly encouraged to waive some or all of these fees. All fees charged by the selected Firm must be reasonable, and DOR may request documentation to substantiate all fees included on an invoice.

7. A budget in tabular form indicating the following for each phase of the project until execution of the Contract (excluding any special circumstances, such as litigation or unforeseen research):

a. a description of each phase of the services to be provided under the Contract (e.g., a review of the MASSTAX2 RFR);

b. the number of billable hours each phase is expected to take;

c. the billing rate for each attorney by name or category (i.e., partner, associate) and each staff person (by job description) expected to work on that phase;

d. the number of billable hours each person is expected to work on that phase;

e. the total number of billable hours and the fees to be charged for them;

f. the estimated total dollar amount of other fees (from number 6 above); and

g. the sum of items “e” and “f” (the “Total Fee”).

DOR may negotiate the Total Fee with the selected Firm and agree with the Firm on a Total Negotiated Fee. The Bidder should propose a reasonable budget, as the selected Firm will be required to notify DOR when it has performed services worth approximately 80 percent of the Total Negotiated Fee, and it will not be permitted to invoice DOR for any amount in excess of the Total Negotiated Fee without prior authorization. See “Adherence to Budget” below.

This budget will not set a strict cap on the number of hours the Firm will be expected to work or for which it may charge DOR or on the fees it may charge DOR, but it will be taken into account in evaluating the Firm’s Response and any subsequent performance.

All Bidders are strongly encouraged to participate in the Commonwealth Prompt Payment Discount initiative for receiving early and/or on-time payments and should specify in the budget the terms of the discount. See the Commonwealth Standard Contract Form under the Forms & Terms tab for this solicitation on Comm-PASS for details. DOR will review, negotiate or reject the offering as it deems in the best interest of the Commonwealth.

8. A description of any potential conflict of interest with Unisys or its proposed subcontractors for the MASSTAX2 project.

Before the Contract may be signed, the Office of the Attorney General must determine that no attorney assigned to the Contract has any apparent conflict of interest. Consequently, each Bidder should review its client list for any possible conflict of interest between the Bidder or any of the assigned attorneys and Unisys and its proposed subcontractors.

9. A Bidder’s certification, under the pains and penalties of perjury and on its letterhead, that it has complied with all laws of the Commonwealth relating to taxes, wage reporting, and the withholding and remitting of child support.

10. The following forms, all of which can be found under the Forms & Terms tab for this solicitation on Comm-PASS:

a. Commonwealth Terms and Conditions*

b. Commonwealth’s Standard Contract Form

c. Contractor Authorized Signature Verification Form

d. Consultant Contractor Mandatory Submission Form

e. Request for Taxpayer Identification Number and Certification (W-9)*

f. Affirmative Market Program Plan (AMP)

*A Bidder that has already submitted these forms to a Commonwealth agency is not required to submit them again. It may either submit a copy of the previously filed forms or indicate in the Response that it has previously submitted these forms.

Desirable Item. Bidders may submit any other information that it considers relevant to DOR’s evaluation of its Response (e.g., unique or additional services or equipment). DOR may award additional points for this information, if DOR believes that it increases the value of the services offered to DOR.

Other Submission Requirements. The deadline to submit Responses is 3:00 PM (ET) on Friday, August 17, 2007. DOR will not accept Responses that arrive after the Response Submission Deadline.

Responses should be mailed or hand-delivered. A Bidder delivering a Response by hand must ask for Ms. Rushton at the security desk at 100 Cambridge Street. No faxed or electronic Responses may be submitted.

Audrey G. Rushton

Department of Revenue Rulings and Regulations Bureau 100 Cambridge Street, Seventh Floor Boston, MA 02114 Audrey G. Rushton

Department of Revenue

Rulings and Regulations Bureau

PO Box 9566

Boston, MA 02114-9566

Interviews. DOR reserves the right to schedule interviews with some or all Bidders as part of the evaluation process.

Evaluation Criteria. Bidders that submit all required materials will be evaluated using the following criteria:

-Relevant experience and expertise in technology and intellectual property law;

-Experience in drafting and negotiating complex contracts;

-Proposed rates, budget, and discounts;

-AMP Plan;

- Unique or additional services or equipment offered, if any;

-Interviews, if any; and -Overall best value for DOR and the Commonwealth.

SPECIAL Conditions

Tax Checks. General Laws chapter 62C, section 49A prohibits DOR from entering into a contract, unless the Contractor has certified, under the pains and penalties of perjury, that it has complied with all laws of the Commonwealth relating to taxes, wage reporting, and the withholding and remitting of child support. DOR will verify the compliance of a Bidder with these laws upon receipt of its Response. A Bidder’s non-compliance will not disqualify it or affect the evaluation of its Response, but DOR may not award the Contract to a Bidder unless all tax, wage report, and child support issues have been resolved to DOR’s satisfaction.

In accordance with DOR’s policy, every attorney, paralegal, or administrative assistant assigned to the Contract may be required to pass a state tax and child support check before beginning work under the Contract.

Confidentiality. DOR will require that Firm personnel who are assigned to the Contract sign a Confidentiality Agreement in a form satisfactory to DOR.

INVOICING AND PAYMENT

Adherence to Budget. When the Firm has performed services valued at approximately eighty percent (80%) of the Total Negotiated Fee, the Firm must notify DOR’s Contract Manager in writing. The Firm may not bill DOR for any amount in excess of the Total Negotiated Fee without first obtaining prior written approval of DOR’s Contract Manager, General Counsel, or Chief Financial Officer.

Payment/Invoices. A Firm may not charge DOR for any expense incurred by the Firm in responding to this Request for Responses or for any start-up costs related to the Contract. A Firm may charge DOR only for services rendered after the Contract has been signed by both parties and approved by the Office of the Attorney General.

Funding for the Contract does not depend on the enactment of IT Bond IV.

The Firm must submit an invoice to DOR’s Contract Manager (who will be named in the Contract) once a month, detailing the previous month’s charges, the hours worked, and the services performed. Each invoice must indicate the approximate percentage of the Total Negotiated Fee that payment in full of the invoice by DOR would represent. Any discounts from the Firm’s normal rates must be clearly indicated on each invoice.

DOR will pay all invoices within 30 days after their receipt. Any invoice that does not meet the above criteria, however, may be rejected by DOR and returned to the Firm for correction; in such instances, DOR will not be responsible for late payments. The Firm must immediately re-submit an invoice that meets the criteria.

General Information Procurement Regulations. The terms of 801 CMR 21.00 (http://www.mass.gov/Aosd/docs/policy/801cmr21.doc), “Procurement of Commodities and Services,” are incorporated by Reference into this RFR. Words used in this RFR shall have the meanings defined in 801 CMR 21.00. Additional information relating to Commonwealth procurement procedures and policies may be accessed at http://www.mass.gov/?pageID=osdterminal&L=2&L0=Home&L1=Conduct+a+Procurement&sid=Aosd&b=terminalcontent&f=osd_cp_pic&csid=Aosd.

General Contractual Requirements. Most of the required contractual stipulations are referenced in the Standard Contract Form and the Commonwealth Terms and Conditions. The Contract is also subject to the “Required Specifications for Contracts,” which may be accessed at http://www.mass.gov/Aosd/docs/otherforms/req_specs.doc. A Bidder accepts these specifications by signing the Standard Contract Form.

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

Bid/Response Rejection. DOR may reject any or all Responses, in whole or in part, for any reason.

Contract Amendments. DOR may negotiate and execute any Contract amendments with the Firm that DOR deems necessary to further the purpose of this RFR, to amend the specifications for necessary requirements, or to result in a better value Contract.

Subcontracting. DOR’s written approval is required before any Contract service may be subcontracted. DOR does not anticipate that it will approve the subcontracting of any legal services.

Media Inquiries/Requests for Records. The Firm may not make any statement to, or answer any inquiry from, the media about its work under the Contract without DOR’s prior written approval. The Firm must notify DOR promptly in writing of any inquiry from a state or federal agency related to its work under the Contract. All requests for public records related to the Contract or to the MASSTAX2 contract must be referred promptly to DOR.

RFR and Response. This RFR (and any attachment, exhibit, amendment or supplement to it) and the Response submitted by the Firm selected by DOR (and any attachment, exhibit, amendment or supplement to it) will become part of the Contract.

Priority of Documents. The Contract will consist of, in order of priority, the Commonwealth Terms and Conditions, the Standard Contract Form, the RFR, the Bidder’s Response to the RFR, and any engagement letter, Statement of Work, or other agreement entered into by the Firm and DOR.

Dispute Resolution: Mediation. DOR, with the approval of the Attorney General's Office, and the Contractor may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution of any Contract dispute and will share the costs of such mediation. DOR and the Firm may not use arbitration to resolve any dispute.

Contract Termination. The Firm may terminate the Contract on 30 days’ written notice to DOR’s Contract Manager. DOR may terminate the Contract on 14 days’ written notice to the Firm’s Contract Manager on the following, if, in DOR’s judgment, the Firm’s work is unsatisfactory; the Firm’s work is not timely; the Firm is not responsive to DOR’s concerns; the Lead Attorney or Substitute Attorney misses a large number of meetings or conference calls or misses meetings or conference calls without adequate explanation; more than one Firm invoice is inaccurate or late without adequate explanation; an invoice indicates many hours billed with no demonstrable value to DOR; or DOR determines, for any other reason, that it is in the best interests of DOR or the Commonwealth to terminate the Contract. DOR may terminate the Contract immediately in the event of lack of appropriation or funding or if DOR has reasonable grounds to believe that a Firm employee has violated a Confidentiality Agreement. If DOR terminates the Contract with the selected Firm and enters into a contract with another law firm for the same, or substantially similar, services, the selected Firm must cooperate in the transition process by conferring with the successor Firm and providing DOR and/or the successor Firm with copies of records, as necessary.

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