Due Diligence Posting.pdf

Document Sensitivity Level: High during development; Low once published. Template v 2.0.0

AMENDED AND RESTATED ITS64 DUE DILIGENCE POSTING

THE COMMONWEALTH OF MASSACHUSETTS

EXECUTIVE OFFICE FOR ADMINISTRATION AND FINANCE

OPERATIONAL SERVICES DIVISION

ONE ASHBURTON PLACE, 10

TH

FLOOR, ROOM 1017, BOSTON, MASSACHUSETTS 02108-1552

Due Diligence Posting (Modified Sept 2016)

Document Title: ITS64 Oracle Products and Services

COMMBUYS Bid#: BD-16-1080-OSD03-SRC01-00000006714

January 8, 2016

Please Note: This is a single document associated with a complete Due Diligence Posting (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 Due Diligence Posting, which are all incorporated into the Due Diligence Posting. Responders 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.

http://www.commbuys.com/ mailto:COMMBUYS@state.ma.us

Table of Contents Page i

Document Sensitivity Level: High during development; Low once published.

Contents

1 INTRODUCTION AND GENERAL DESCRIPTION

1.1 Procurement Scope and Description

1.2 Background information

1.3 Applicable Procurement Law

1.4 Number of awards

1.5 Eligible Entities

1.6 Acquisition Method(s)

1.7 Contract Duration

1.8 Performance and payment time frames which exceed Contract duration

2 SPECIFICATIONS APPLICABLE TO THIS CONTRACT ONLY

2.1 License Agreements and Service Agreements

2.2 Contractual Status of Ordering Documents

2.3 Software Product Prohibition

2.4 RESERVED

2.5 Compensation Structure/Pricing

2.5.1 Rates for Products and Services

2.5.2 Statewide Contract Administration Fee

2.5.3 Shipping and Delivery

2.5.4 Travel expenses and all other expenses

2.6 Report requirements and due dates

2.7 Adding products and/or services to the Statewide Contract

3 APPENDIX 1 – REQUIRED TERMS FOR ALL IT STATEWIDE CONTRACTS

3.1 Enterprise Policy and Standards

3.2 RESERVED

3.3 RESERVED

3.4 Supplier Diversity Program (SDP) Plan

3.5 Statewide Contract Administration Fee and Report

3.5.1 Quarterly Fee Payment

3.5.2 Quarterly Reporting

3.5.3 Audit:

3.5.4 Other Terms:

3.6 RESERVED

3.7 Environmental Specifications

3.8 Contract Management

3.9 COMMBUYS Subscription

Table of Contents Page ii

3.10 Electronic Funds Transfer (EFT)

3.11 RESERVED

3.12 RESERVED

3.13 Contractor’s Contact Information

3.14 HIPAA: Business Associate Contractual Obligations

3.15 Publicity

3.16 Statewide Contractor Marketing Requirements

3.17 Subcontracting Policies

3.18 RESERVED

3.19 Contractor’s Termination Rights

4 APPENDIX 2 - REQUIRED COMMONWEALTH STANDARD FORMS

4.1 Request for Taxpayer Identification Number and Certification (Mass. Substitute W9 Form) (see Exhibit A)

4.2 Contractor Authorized Signatory Listing (see Exhibit B)

4.3 Supplier Diversity Program (SDP) Plan Form #2 – Declaration of SDP Partners (see Exhibit C)

EXHIBIT A REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND

CERTIFICATION

EXHIBIT B CONTRACTOR AUTHORIZED SIGNATORY LISTING

EXHIBIT C SUPPLIER DIVERSITY PROGRAM (SDP) PLAN FORM #2

EXHIBIT D SAMPLE SOFTWARE PRODUCTS AND FIRST – YEAR TECHNICAL

SUPPORT ORDERING DOCUMENTS

EXHIBIT E SAMPLE CLOUD SERVICES ORDERING DOCUMENT

EXHIBIT F SAMPLE ADVANCED CUSTOMER SUPPORT ORDERING

DOCUMENT

EXHIBIT G SAMPLE ORACLE CONSULTING SERVICES ORDERING DOCUMENT

EXHIBIT H PRICING

EXHIBIT I STATEWIDE CONTRACT ADMINISTRATION FEE QUARTERLY

REPORT

EXHIBIT J REPORT TEMPLATE FOR INVOICED COMMODITIES AND SERVICES

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 1

1 INTRODUCTION AND GENERAL DESCRIPTION

The intent of this due diligence posting is to determine if there are any interested vendors, other than Oracle America, Inc., who can commit to providing the full range of products and services specified herein. This includes all Oracle software and all Oracle software-related services presently available under ITS19, such as maintenance, support, consultation, training, and Software as a Service (SaaS). Although the initial scope of the contract will not include hardware, the contract will allow for addition of hardware at a later date.

The current contract, which began on 11/16/2004, is PO-15-1080-OSD01-OSD10-00000003846 on COMMBUYS. A COMMBUYS login is needed to view this document. To obtain a COMMBUYS login, go to www.commbuys.com and follow instructions at the "Register" link.

Interested bidders, other than Oracle America, Inc., must provide evidence of their qualifications and willingness to meet the specifications below, some of which will be subject to negotiation. In addition to negotiations that will be needed to establish the initial term of the Contract, over the life of the Contract, changes may occur to either Commonwealth requirements (for example, due to new Executive Orders, laws, regulations, or policies) or to Oracle requirements (for example, due to new software delivery models or software acquisitions, or to other factors). In the past, changes have required extensive negotiations between the Commonwealth and Oracle. The bidder must indicate how such negotiations requiring Oracle's approval would be handled so as not to introduce delays in the negotiation process, as would normally be expected if the Commonwealth were negotiating with a third party rather than dealing with Oracle directly. In addition, in the past the Commonwealth has negotiated large volume aggregate agreements with steeper discounts and better terms. The bidder must indicate how such negotiations would be handled in the future, and how the Commonwealth can be assured that the bidder is able to offer pricing and terms equal or better than those the Commonwealth would receive in dealing with Oracle directly.

OSD will review all submissions and determine an appropriate course of action.

Any questions regarding this notice MUST be posted in the Q & A section. Phone calls, emails, or other types of communications are not acceptable. Responses are due no later than the date and time shown on the General Tab for this notice as Bid Opening Date, and must be submitted via

COMMBUYS.

1.1 Procurement Scope and Description

This Statewide Contract (“Contract” or “Agreement”) will be the primary contract used by Commonwealth Executive Department Agencies for the goods and services covered by the Contract. The Contract will also be available for use by other Eligible Entities listed below. Each Commonwealth Executive Department Agency and other Eligible Entity is responsible for executing its own purchase orders and paying its own invoices for goods and/or services acquired from this Contract. Contractors will be responsible for marketing their goods and/or services to Commonwealth Executive Department Agencies and other Eligible Entities.

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1.2 Background information

This Contract replaces ITS19, the Statewide Contract for Oracle Software and Services, which began on 11/16/2004 and has been extended through 6/30/2017. In addition to the products and services offered under ITS19, this Contract may be expanded to include Oracle Hardware and other additional Oracle products and services at a future date.

1.3 Applicable Procurement Law

Procurement of this Contract was governed by M.G.L. c. 7, § 22; c. 30, § 51, § 52; and 801 CMR

21.00 (Goods and Services).

1.4 Number of awards

This Contract will have one primary vendor, who will be able to provide all products and services in scope for this contract. The primary vendor may be authorized to designate partners who will be able to perform the functions authorized by the primary vendor relative to this contract, including accepting purchase orders and issuing invoices.

Eligible Entities may place orders under the Contract directly through Oracle only and not through an Oracle reseller.

In addition, the Commonwealth reserves the right to add new contract categories (for example, leasing only, or support only), and to make awards in those categories.

1.5 Eligible Entities

The following entities (each, an “Eligible Entity”) are eligible to use this Contract:

1. Commonwealth cities, towns, districts, counties and other political subdivisions;

2. Commonwealth Executive, Legislative and Judicial Branches, including all Departments and elected offices therein;

3. Commonwealth independent public authorities, commissions and quasi-public agencies;

4. Commonwealth local public libraries, public school districts and charter schools;

5. Public hospitals owned by the Commonwealth;

6. Commonwealth public institutions of higher education;

7. Public purchasing cooperatives;

8. Non-profit, UFR-certified organizations that are doing business with the Commonwealth;

9. Public sector entities in the following states with no prior approval by the State Purchasing

Agent:

a. Maine

b. New Hampshire

c. Vermont

d. Rhode Island; and

10. Other entities when agreed to by Oracle and designated in writing by the State Purchasing Agent.

States other than Massachusetts may propose limited, required, state-specific terms and conditions other than as set forth in the Commonwealth Terms and Conditions. In such event, such state may propose a different order of precedence with respect thereto than the order of precedence for this contract. Such other states' terms and conditions shall apply only to that specific state's contract and shall have no impact on the Commonwealth's Contract.

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 3

1.6 Acquisition Method(s)

The acquisition method(s) to acquire goods and/or services from this Contract are outright purchase, fee for service, rental (not to exceed 6 months), license, and subscription.

1.7 Contract Duration

The initial term of this Contract is 5 year(s). In addition, this Contract has 5 options to renew of up to 1 year each with a maximum Contract term of 10 years (including the initial term and all possible renewal options). Contract extensions are subject to the Contractor's and Commonwealth's rights to terminate the Contract for convenience.

1.8 Performance and payment time frames which exceed Contract duration All rentals, maintenance or other agreements for services entered into during the duration of this Contract and whose performance and payment time frames extend beyond the duration of this Contract shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No written agreement shall extend more than 5 years beyond the final termination date of this Contract. No new leases, rentals, maintenance or other agreements for services may be executed after the Contract has expired.

2 SPECIFICATIONS APPLICABLE TO THIS CONTRACT ONLY

Additional required terms appear in the Appendices to this Contract.

2.1 License Agreements and Service Agreements

All Oracle license terms and Ordering Documents are incorporated into the Contract, as well as other documents which Eligible Entities will be expected to execute as part of an order. Terms pertaining to Oracle services, including software maintenance, delivery of consulting and support services, cloud services, and education/training services, are also part of this Contract. These documents and terms may be modified through amendments executed by both parties during the life of the Contract. Amendments to the Contract will occur at most once per year, except by mutual agreement of the parties.

Any clarifications to documents or terms included in this Contract shall be deemed to carry forward to successor documents and/or terms where applicable.

Notwithstanding any license or other terms to the contrary, whether or not such terms are agreed to in writing by an Eligible Entity, the following terms will prevail:

Licenses may be transferred without charge or reporting requirements to new or larger servers, if all applicable licensing requirements for such servers are met;

Individual government entities are responsible for payments of any licensing fees, technical support and maintenance fees (unless otherwise included), on-site technical assistance/consulting, cloud services and, education/training fees.

All license terms set forth in this Section 2.1 are subject to any specific license grant and metric applicable to a specific license and set forth in the Ordering Document. Nothing contained in any license grant or metric shall prohibit or restrict the right of a Commonwealth Executive Department Agency to transfer its license to another Commonwealth Executive Department Agency in accordance with Section 1.7.2 of the Umbrella Agreement.

2.2 Contractual Status of Ordering Documents

(a) The following applies to all Eligible Entities. Each Ordering Document placed under this

Contract shall be considered a separate contract between the Eligible Entity and the

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 4

Contractor, and shall be deemed to incorporate all of the terms and conditions of the Contract.

Terms included in any purchase order, procurement internet portal or any other similar non- Contractor document shall not apply to the Products and/or Services ordered.

(b) The following applies to Commonwealth Eligible Entities only. Nothing contained in any Ordering Document between a Commonwealth Eligible Entity and the Contractor shall amend or vary the terms of the Contract. Additional terms which do not conflict with the Commonwealth’s Terms and Conditions, the Massachusetts Standard Contract Form, or this Contract and any amendments, may be included in an Ordering Document if mutually agreed upon by the Contractor and the Commonwealth Eligible Entity.

(c) Sample Ordering Documents. When placing an order hereunder, the ordering party shall execute the appropriate Oracle Ordering Document in substantially the same form as the Ordering Documents included in this Contract for reference purposes only, as follows:

Sample Software Products and First – Year Technical Support Ordering Document

Sample Cloud Services Ordering Document

Sample Advanced Customer Support Ordering Document

Sample Oracle Consulting Services Ordering Document

Sample ordering documents for products and services added to the Contract at a future date may be added by a contract amendment.

The foregoing ordering documents are subject to the order of precedence in the preface of the Umbrella Agreement.

2.3 Software Product Prohibition

The Commonwealth Contract Manager may prohibit sales of any designated Oracle software product, at any time and for any reason. The Contractor will comply with such a directive by halting sales of any such products which have not been shipped, except if a written waiver is granted by the Commonwealth Contract Manager. Waivers may be provided via eMail.

2.4 RESERVED

2.5 Compensation Structure/Pricing

2.5.1 Rates for Products and Services

Pricing and discounting terms for new programs, hardware, Cloud Services, consulting services, Advanced Customer Support (ACS) services, and Oracle University services within the scope of this Contract are set forth in Exhibit H (Pricing), which is attached hereto and incorporated by reference herein.

2.5.2 Statewide Contract Administration Fee

This Statewide Contract is subject to a 1% Contract Administration Fee, which is created pursuant to MGL c. 7, § 3B, 801 CMR 4.02. For information on the Statewide Contract Administration Fee, please see the “Statewide Contract Administration Fee and Report” section below.

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 5

2.5.3 Shipping and Delivery

All items covered under this Contract are exempt from shipping charges, unless the Eligible Entity requests overnight delivery. In that case, only the actual cost of the overnight delivery may be charged. Software must be delivered within 30 business days of receipt of an order.

2.5.4 Travel expenses and all other expenses

The following applies to Commonwealth Eligible Entities only.

2.5.4.1 Commuting expenses

Commuting expenses will not be reimbursed.

2.5.4.2 RESERVED

2.5.4.3 Reimbursable Travel Expenses

Travel expenses, including travel time, transportation, meals and lodging, may be allowed with prior written authorization from the Eligible Entity but in no case will the amount be more than that allowed for Commonwealth of Massachusetts employees.

(www.mass.gov/hrd - search for the term “Red Book”). Contractor may use its resources and agents to make travel arrangements through, and using, Contractor’s travel providers.

Travel expenses will not be allowed for any on-site services needed to correct a defect in the Contractor's software.

Travel expenses will be allowed if an on-site call was made based on the Eligible Entity's report of a software defect when there was no software defect.

The Contractor must use the most cost effective method of travel practical in the circumstances.

2.5.4.4 Other Expenses

Other expenses may be allowed with prior written authorization from the Eligible Entity.

Contract shall use reasonable efforts to comply with Eligible Entity’s internal expense guidelines as provided in the “Red Book” under Section 2.5.4.3 above (unless held to a higher standard than “reasonable efforts” under a statement of work) provided that (i) compliance with such guidelines does not place Contractor’s resources or agents in unsafe conditions or expose Contractor’s resources or agents to undue risk; and (ii) Contractor’s failure to adhere to any changes made to such guidelines shall not abrogate Eligible Entity’s responsibility to reimburse Contractor for mutually agreed upon expenses.

2.6 Report requirements and due dates

See Statewide Contract Administration Fee and Report for Administration Fee reporting requirements. The report template is attached as Exhibit I and Contractor agrees to submit reports conforming to the report template requirements when due.

In addition, a quarterly report of commodities and services invoiced, will be submitted on the same schedule as the Quarterly Fee Payment for the Administration Fee. The report will be submitted in the format attached as Exhibit J. The report template may be modified from time to time by mutual agreement of the parties.

http://www.mass.gov/hrd

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Contractor shall supply OSD with a report, by August 15 of each year in Contractor’s chosen format, which sets forth tasks performed by Contractor and the total estimated dollar value of such tasks in accordance with Oracle’s Supplier Diversity Plan (Exhibit C) for the prior 12 month period ending June 30.

2.7 Adding products and/or services to the Statewide Contract Oracle products and/or services may be added to the Contract at any time by agreement of the Parties, via a contract amendment.

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3 APPENDIX 1 – REQUIRED TERMS FOR ALL IT STATEWIDE CONTRACTS

3.1 Enterprise Policy and Standards

The requirements set forth in this section (hereinafter the “ITD Standards” or “EOTSS Standards”) do not impose contractual obligations on Contractor with respect to its commercial off the shelf computer software, first year technical support and/or subsequent renewals of technical support and cloud services, except under the following circumstances: (1) where the Eligible Entity has included all or a portion of the ITD Standards in a solicitation (defined as an RFR (Request for Response), RFQ (Request for Quotes), IFB (Invitation for Bids) or RFP (Request for Proposals)), posted on the Commonwealth’s COMMBUYS system, either by referencing such ITD Standards in the body of the solicitation, or by posting on the COMMBUYS page for such solicitation the Operational Services Division’s Required Specifications for Information Technology; (2) where Contractor is providing customization or development services; or (3) where Contractor has expressly agreed to comply with all or a portion of the ITD Standards as set forth in an Ordering Document. Notwithstanding the foregoing, Executive Department agencies’ procurement choices and use of technology are governed by ITD Standards.

All IT systems and applications developed by, or for Executive department agencies or operating within the Massachusetts Access to Government Network (MAGNet), must conform with the Enterprise Information Technology Policies, Standards and Guidance promulgated by the Commonwealth’s CIO as they existed at the time the solicitation for a specific engagement was posted, unless otherwise specified in the solicitation, or the resulting contract. Non-conforming IT systems cannot be deployed unless the Eligible Entity and the Contractor have jointly applied for and received in writing from the Commonwealth’s CIO or his designee, notice that a specified deviation will be permitted. The Enterprise Information Technology Policies, Standards & Procedures are available at http://www.mass.gov/anf/research-and-tech/policies-legal-and-technical-guidance/it-policies-standards-and-procedures/ent-pols-and-stnds/. The Enterprise Access Control Policy is available at http://www.mass.gov/anf/research-and-tech/cyber-security/security-for-state-employees/security-policies-and-standards/enterprise-access-control-policy.html.

Please Note: Given the pace of information technology innovation, Eligible Entities and their contractors are encouraged to contact the EOTSS CommonHelp group at commhelp@state.ma.us or 1 (866) 888-2808 to signal a system or application design and development initiative. Such advance notice helps to ensure conformance with the relevant Enterprise Technology Policies, Standards and Procedures.

Contractor delivery of IT systems and applications that fail to conform to the Commonwealth’s Enterprise Information Technology Policies, Standards and Procedures, absent the Commonwealth CIO’s grant of written permission for a deviation, shall constitute breach of any Contract entered as a result of this RFR and any subsequent RFQ. The Commonwealth may choose to require the Contractor, at his own cost, to re-engineer the non-conforming system for the purpose of bringing it into compliance with Commonwealth Enterprise Information Technology Policies, Standards and Procedures.

3.2 RESERVED

3.3 RESERVED

3.4 Supplier Diversity Program (SDP) Plan

http://www.mass.gov/anf/research-and-tech/policies-legal-and-technical-guidance/it-policies-standards-and-procedures/ent-pols-and-stnds/ http://www.mass.gov/anf/research-and-tech/policies-legal-and-technical-guidance/it-policies-standards-and-procedures/ent-pols-and-stnds/ http://www.mass.gov/anf/research-and-tech/cyber-security/security-for-state-employees/security-policies-and-standards/enterprise-access-control-policy.html http://www.mass.gov/anf/research-and-tech/cyber-security/security-for-state-employees/security-policies-and-standards/enterprise-access-control-policy.html http://www.mass.gov/anf/research-and-tech/cyber-security/security-for-state-employees/security-policies-and-standards/enterprise-access-control-policy.html mailto:commhelp@state.ma.us

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 8

Massachusetts Executive Order 524 established the Supplier Diversity Program within the Supplier Diversity Office of the Operational Services Division in order to promote the award of State Contracts in a manner that develops and strengthens Minority and/or Women Business Enterprises (M/WBEs). More recently, Executive Order No. 546 established the Service-Disabled Veteran Owned Business Enterprise Program (“SDVOBE Program”), which is designed to promote access and equity of opportunity to Commonwealth business opportunities to SDVOBE qualifying businesses. The Contractor's SDP Plan Form #2 indicating the annual SDP commitment, is attached hereto as Exhibit C, and made a part of, this contract. SDP partner names are not required on this form. Expenditures with affiliates, subsidiaries, and the Contractor itself may not be counted toward the SDP commitment.

The Commonwealth Contract Manager will monitor the Contractor’s performance.

Resources available to assist the Contractor in finding potential Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) partners can be found at: www.mass.gov/sdp

Resources available to assist the Contractor in finding potential Service-Disabled Veteran-Owned Business Enterprise (SDVOBE) partners can be found on the SDO webpage at:

www.mass.gov/sdo

The Supplier Diversity Program offers training on the SDP Plan requirements. The dates of upcoming trainings can be found at: http://www.mass.gov/anf/budget-taxes-and-procurement/procurement-info-and-res/training/training-courses.html#Vendor. In addition, the SDP Webinar can be located on the SDP website at www.mass.gov/SDP.

3.5 Statewide Contract Administration Fee and Report

This Statewide Contract is subject to a 1% Contract Administration Fee, which is created pursuant to MGL c. 7, § 3B, 801 CMR 4.02 and the Transaction Fee section in this Bid and/or incorporated by reference into Statewide Contracts with the Operational Services Division (OSD). The price stated in any Bidder’s Quote price and any Contractor’s Statewide Contract shall be inclusive of this fee and Contractors shall not reflect this fee as a separate line item on customer invoices.

This fee will be based on 1% of the total dollar amounts, adjusted for credits or refunds, invoiced to Eligible Entities by the Statewide Contractor based on this Statewide Contract. All purchase orders and purchases made pursuant to this Contract are subject to this fee regardless of whether the Contract was awarded for statewide or regional coverage. For the list of entities that are eligible to use this Statewide Contract (Eligible Entities) see Section 1.5 of this Contract.

Note that if the 1% Administration Fee is deductible as a business expense for federal income tax purposes, it is also deductible as an expense for Massachusetts tax purposes.

http://www.mass.gov/sdp http://www.mass.gov/sdo http://www.mass.gov/SDP

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3.5.1 Quarterly Fee Payment

For each Payment Period, Statewide Contractor shall pay to OSD a fee equal to one percent (1%) of the total invoices (adjusted for credits or refunds) issued to all Eligible Entities that have purchased from the Statewide Contractor pursuant to this Contract. All payments will be based on full calendar quarters (Payment Periods) and must be received by OSD on or before 45 days after the last day of the Payment Period (as specified below) or a Contractor will be considered in breach of contract:

Quarter Payment Period Quarterly Payment Due Date

First Quarter

January 1st – March st

May 15th

Second Quarter

April 1st – June 30 th August 15th

Third Quarter

July 1st – September th

November 15th

Fourth Quarter

October 1 – December st

February 15th

Quarterly payments will include any periods less than a full calendar quarter if a contract does not start at the first day of a quarter or end on the last day of the quarter.

Payments are to be made by check or Automatic Clearing House (ACH).

There is no charge to vendors to use ACH as OSD covers the nominal fee charged by the secure payment center for using the ACH payment method. OSD will NOT cover the convenience fee for selecting to pay by credit card. This is a fee the contractor is responsible for paying and is non refundable; the fee is over and above the 1% Administration Fee and it is calculated at 2.49% of the 1% Administration Fee to be paid.

Prior to the due date for the Statewide Contractor’s Administration Fee payment, the Statewide Contractor will receive an e-mail communication from OSD that includes all required information the Statewide Contractor must use to submit its payment. Electronically submitting your payment, which is comprised of the 1% administration fee of the total invoices issued by the Contractor to all Eligible Entities for the Quarter, will serve as the Statewide Contractor Administration Fee Report. If the total Administration Fees due for the Payment and Reporting Period are less than $50, a Statewide Contractor may carry over that balance to the next Payment and Reporting Period until the cumulative amount owed is $50 or greater (see Quarterly Reporting below for instructions).

3.5.2 Quarterly Reporting

Contractor shall submit one Statewide Contractor Administration Fee Report for each Statewide Contract for each Payment Period. If an amount greater than $50 is due for the Payment Period, then the electronic submission of the payment shall serve as submission of the Statewide Contractor Administration Fee Report, as referenced in the Quarterly Fee Payment section above. However, if the total Statewide Contractor Administration Fee due is between $0 and $50, then the Contractor must submit one Statewide Contractor Administration Fee Report for each Statewide Contract for each Payment Period. If the Statewide Contractor submits this report, it must be completely filled out, signed by the Statewide Contractor via electronic

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 10 signature under the pains and penalties of perjury and emailed to osdfeeadministrator@massmail.state.ma.us.

3.5.3 Audit:

If an audit authorized pursuant to the terms of the Contract indicates that Contractor has materially underpaid OSD amounts payable for the Contract Administration Fee and the Contractor does not dispute the results of such audit, then the Contractor shall remit the underpayment and be responsible for payment of any reasonable costs associated with the audit.

3.5.4 Other Terms

All amounts payable by the Contractor to OSD under this Contract that are not received by the due date specified shall bear simple interest from the date due until paid. The Late Payment Interest Rate is set by the Office of the State Comptroller on an annual basis and can be found by selecting the fiscal year in question on the Comptroller’s Fiscal Year Updates webpage.

In the event of the Contractor’s breach of this Section 3.5 including, but not limited to, non-reporting, non-payment, late reporting/payment, under-reporting/payment, the Commonwealth reserves the right to pursue any and all recourse and penalties available including, but not limited to, contract suspension and contract termination. The Commonwealth is allowed to suspend, terminate or debar pursuant to Massachusetts General Laws Chapter 29, Section 29F, as amended, and pursuant to Section 4 of the Commonwealth Terms and Conditions.

3.6 RESERVED

3.7 Environmental Specifications

Oracle is committed to corporate social and environmental responsibility and Oracle has implemented a comprehensive Social and Environmental Responsibility program based on the Electronic Industry Citizenship Coalition (EICC) Code of Conduct for hardware supply chain suppliers. Oracle endeavors to encourage and review its suppliers' commitments, including via supplier social and environmental audits as may be implemented by Oracle, industry groups or third parties. For more information on Oracle’s Corporate Citizenship report and EICC Code of Conduct, please see the following URL:

https://www.oracle.com/corporate/citizenship/index.html

3.8 Contract Management

The individual listed in the Purchaser field in the Header Information section of the Master Blanket Purchase Order is the Commonwealth Contract Manager. All Statewide Contract questions must be directed to the Commonwealth Contract Manager.

Changes to the Contractor’s contact information, company name, legal address, payment address, tax identification number, authorized signatories, SDO-certification status, or EFT information must be promptly reported via email to the Commonwealth Contract Manager. In some cases additional paperwork will be required to effect the change.

The Contractor Contracts Manager will be the point of contact for Contract Administration matters. The Contractor Contracts Manager shall be the point of contact for all information requests from the Commonwealth's Contract Manager. The Contractor Account Manager shall, mailto:osdfeeadministrator@massmail.state.ma.us http://www.mass.gov/osc/guidance-for-agencies/fiscal-year-updates/ http://www.mass.gov/osc/guidance-for-agencies/fiscal-year-updates/ https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIII/Chapter29/Section29F http://www.mass.gov/anf/docs/osd/forms/contracts/c-tc.doc https://www.oracle.com/corporate/citizenship/index.html

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 11 upon request, attend meetings at OSD or at other sites. The Contractor will provide all periodic reports required under various sections of this Contract. The Contractor Account Manager shall serve as the liaison between the Contractor and OSD and the Eligible Entities.

3.9 COMMBUYS Subscription

3.9.1 The Statewide Contractor will (1) maintain an active seller account in COMMBUYS for the purposes of submitting responses to solicitations issued by a Commonwealth Eligible Entity; (2) consider all requests by the procuring entity to utilize COMMBUYS for the purposes of other aspects of purchasing with the Commonwealth, as added functionality for the COMMBUYS system is activated. In the event the Commonwealth adopts an alternate market center system, the Contractor and OSD will negotiate in good faith to facilitate Contractor’s use of the replacement system.

3.9.2 Changes to the COMMBUYS Agreement Terms of Use for Sellers (v. Jan. 27, 2016). The COMMBUYS Agreement Terms of Use for Sellers, as it applies to Contractor under Statewide Contract ITS64, are hereby amended as follows.

3.9.2.1 The first sentence of Section IC(1) is deleted and replaced with: “1. Submit responses (Quotes) in response to solicitations (Bids) issued by eligible public entities and ask questions about solicitations.”

3.9.2.2 Section IE(1) is deleted and replaced with: “1. Maintain up-to-date and accurate information on the Seller Company, including but not limited to contact information and commodity and service codes, if applicable;”

3.9.2.3 The following sentence is added after the last sentence in paragraph 2 of Section IF: “The parties agree that only the terms, as modified herein, apply to Seller’s use of the System and that no other terms or conditions apply.”

3.9.2.4 The third paragraph of Section IF, first bullet point, is deleted and replaced with:

“Commonwealth of Massachusetts Privacy Policy, available at http://www.mass.gov/anf/utility/site-policies.html. The parties agree that the following sections contained in the Commonwealth of Massachusetts Privacy Policy do not apply:

“Information Automatically Collected and Stored by this Site;” “Usage Data and Known Persistent Cookies”; “Additional General Information Related to Tools;” “Links to Social Media Sites;” and “Online Forms on the A&F Portal”.

3.9.2.5 The second paragraph of Section VII is deleted and replaced with: “By submitting information in any form, you grant the Commonwealth a nonexclusive, royalty-free right to use such information for the purposes of evaluating your response. By submitting information, however, Seller does not grant the Commonwealth any rights to edit, modify or alter in any manner such information or content. By submitting information you also represent and warrant that to the best of your knowledge and belief the content is accurate as of the date of submission, and you own or have permission to use the content that you submit.”

3.9.2.6 The first sentence of Section VIII is deleted and replaced with: “Electronic Signature – In order to register, submit an online quote and perform other operations, this site may require that you electronically sign. Your electronic signature means your http://www.mass.gov/anf/utility/site-policies.html

Due Diligence Posting ITS64 / COMMBUYS BD-16-1080-OSD03-SRC01-00000006714 Page 12 agreement to process Quotes and solicitation questions per these Terms of Use and shall not signify your agreement to any terms, conditions or other requirements contained in a Bid or otherwise.”

3.9.2.7 The second and third paragraphs of Section IX are deleted and replaced with:

“The Commonwealth expressly disclaims all warranties and/or conditions, express of implied, as to any matter whatsoever relating to use of this site, including, but not limited to, the implied warranties and/or conditions of merchantability or satisfactory quality and fitness for a particular purpose and non-infringement. In addition, the Commonwealth disclaims any liability for the quality or information or effectiveness of this service and assumes no liability for the accuracy, reliability or completeness of this service or for any information sent through this service.”

3.9.2.8 Section XIII is deleted and replaced with: “This Agreement and Terms of Use, including any referenced policies, may not be modified unless agreed to by the parties in writing.”

3.9.2.9 The last sentence of Section XIV is deleted and replaced with: “By selecting ‘Yes’ (required to continue registration) and pressing ‘Save & Continue’ on the ‘Categories and Certifications’ page of your COMMBUYS registration, you are electronically signing and thereby agreeing to all the terms of this COMMBUYS Agreement and Terms of Use as amended and agreed to by Seller and the Commonwealth.”

3.10 Electronic Funds Transfer (EFT)

The Contractor will participate in the Commonwealth Electronic Funds Transfer (EFT) program for receiving payments. A link to the EFT application can be found on the OSD Forms page (www.mass.gov/osd). Additional information about EFT is available on the Comptroller’s VendorWeb site located at: https://massfinance.state.ma.us/VendorWeb/vendor.asp.

Contractors are required to enroll in EFT by completing and submitting the “Authorization for Electronic Funds Payment Form” to the Commonwealth Contract Manager for review, approval and forwarding to the Office of the Comptroller, unless already enrolled in EFT. A link to the EFT application can be found on the Comptroller’s VendorWeb site (see above link). This form, and all information contained on this form, shall not be considered a public record and shall not be subject to public disclosure through a public records request.

3.11 RESERVED

3.12 RESERVED

3.13 Contractor’s Contact Information

The Contractor will keep the Contractor’s Contract Manager information current. If this information changes, the Contractor will promptly notify the Commonwealth Contract Manager by email.

The Commonwealth Contract Manager and the Commonwealth assume no responsibility if a Contractor’s designated email address is not current, or if technical problems, including those with the Contractor’s computer, network or internet service provider (ISP), cause e-mail communications between the Contractor and the Commonwealth Contract Manager to be lost or rejected by any means including email or spam filtering.

http://www.mass.gov/portal/index.jsp?pageID=osdmodulechunk&L=1&L0=Home&sid=Aosd&b=terminalcontent&f=osd_forms&csid=Aosd http://www.mass.gov/osd https://massfinance.state.ma.us/VendorWeb/vendor.asp https://massfinance.state.ma.us/VendorWeb/vendor.asp

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3.14 HIPAA: Business Associate Contractual Obligations

Eligible Entities must not provide Contractor with access to protected health information (as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) unless such access is required to perform services under an order, Contractor has implemented the privacy and security safeguards applicable to Contractor’s handling of such data for the service being acquired, and the Eligible Entity and Contractor have agreed to the necessary terms and additional fees for the handling of such information in the applicable order for services.

3.15 Publicity

The Contractor is prohibited from selling or distributing any information collected or derived from the Statewide Contract, including lists of participating Entities, Commonwealth employee names, telephone numbers or addresses, or any other information except as specifically authorized by the Commonwealth Contract Manager.

3.16 Statewide Contractor Marketing Requirements

The Contractor will adhere to the following sales/marketing requirements and limitations regarding their Contract: Contractors may only sell those goods and/or services covered under this Contract;

marketing information must be factual in nature in order to promote those goods and/or services for which the Contractor has a Statewide Contract and must not be critical of other Statewide Contractors; and Contractors must not display the Commonwealth of Massachusetts Seal for commercial purposes because use of the coat of arms and the Great Seal of the Commonwealth for advertising or commercial purposes is prohibited by law. During the life of the Contract, the Commonwealth Contract Manager reserves the right to require Contractors to seek and receive prior written approval before distributing marketing information to Eligible Entities.

3.17 Subcontracting Policies

Subject to the terms and conditions of, and to the same extent as Contractor is responsible for the performance of its resources under this Statewide Contract, Contractor shall be responsible for the performance of services under this Statewide Contract by any subcontractors engaged by Contractor to perform such services.

3.18 RESERVED

3.19 Contractor’s Termination Rights

The parties agree that the termination rights provided in the Contract as they pertain to termination of ITS64 shall also be extended to the Contractor. In the event that Contractor terminates or suspends ITS64 without cause, any Ordering Document for Cloud Services placed under Schedule C prior to the termination or suspension date will survive such termination or suspension and all obligations under such Ordering Document shall remain in place for the remainder of the term agreed upon in such Ordering Document.

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4 APPENDIX 2 - REQUIRED COMMONWEALTH STANDARD FORMS

The forms listed below are part of this Contract.

4.1 Request for Taxpayer Identification Number and Certification (Mass. Substitute W9 Form) (see Exhibit A)

4.2 Contractor Authorized Signatory Listing (see Exhibit B)

4.3 Supplier Diversity Program (SDP) Plan Form #2 – Declaration of SDP Partners (see Exhibit C)