Executed Contract Fleet Management Software System P-91188 060926_Redacted.pdf

State of Illinois Contract v.25.4

Central Management Services Contract

Fleet Management Software System

26-416CMS-BOSS4-P-91188

The Parties to this contract are the State of Illinois acting through the undersigned Agency

(collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Vendor affirms that the Certifications and Financial Disclosures and Conflicts of

Interest attached hereto are true and accurate as of the date of the Vendor’s execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the

Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.

1. SCOPE OF WORK

1.1. OVERVIEW AND PURPOSE:

The Illinois Department of Central Management Services’ Division of Vehicles

(CMS DoV) requires a comprehensive, fully integrated, public sector Fleet

Management Software System (FMSS) that will serve as a single, commercial, off-the-shelf, cloud-based software solution to manage its portfolio of owned and leased vehicles and equipment in a unified and cost-effective manner. CMS DoV requires approximately: 300 end users entering basic data and holding restricted viewing rights, 150 more advanced end users (such as garage mechanics), and

5-10 super end users or system administrators. Additional end users may be added in the future; however, this contract shall not require a minimum or maximum number of end users.

1.2. SUPPLIES AND/OR SERVICES REQUIRED:

1.2.1. Vendor must implement a cloud-based solution that will have the following functionality but is not limited to, the following features:

A. Vehicle Management: Dispatch, Reservations, Key Issuance, Usage information such as checking in and out of a vehicle, Warranty Information, v.25.4

Mileage, Accident information and Driver information, preventative maintenance schedule.

B. Inventory Management: Tires, Parts, and Fuel Management.

C. Vehicle Maintenance and repair: Schedule Maintenance, Maintenance

History, Work Orders including parts and labor cost.

D. Administration Functions: billing, reports both standard and ad hoc.

1.2.2. Vendor will provide the State with a solution for asset management that includes but is not limited to the following features:

A. Create assets with parent-child relationships.

B. The ability to create multiple parent-child relationships within the asset hierarchy.

C. The ability to have a fleet vehicle inventory including but not limited to the following information:

• Make

• Model

• Model Year

• VIN Number

• Assigned Agency

D. The ability to set up multiple, separate fleets (in the same instance) that correspond with the State's fleet operations, e.g., Public Works, Police.

E. The ability to create and maintain a vehicle record which includes but is not limited to the following features:

• The ability to load and/or select Preventive Maintenance (PM)

Schedules

• Displays and notifies the end user when the next PM Schedule is due

• Tracks when the last PM was completed.

• The due date for the next PM schedule is dependent on the PM type which includes but is not limited to usage based and calendar based.

• Based on the PM Schedule applied to a vehicle; the system will create the work order with the appropriate tasks to accomplish the PM that is due.

• The system can alert the end user if a work order has been assigned/scheduled via email, dashboard, or push notification.

• Configure the additional assessment of vehicle location coming from telematics or geolocation to update the vehicle location tracked in the system. This location is cross referenced with the available maintenance garage location for notification if a vehicle is in the shop that has overdue preventive maintenance.

• The ability to automatically analyze the average daily use of the vehicle allowing the system to determine the expected due date of preventive maintenance for the vehicle.

F. A reservation component that provides functionality including but not limited to:

• A reservation calendar that allows authorized users to manage and/or view reservations

• Allows requestors to input necessary information

• Start and end dates

• Driver information

• Allows for approvals of the requested reservations

• Allows for assignment of a status–definable by the state, to each motor pool reservation, such as complete, cancelled, etc.

• Provides notifications of approved reservations

• Provides notifications if driver requirements have expired

• Ability to view vehicles and select an available vehicle to assign to the reservation

• Assimilate and produce usable information such as a roster of reservations by date and shift

G. The ability to perform check-in and check out for fleet vehicles that provide functionality including but not limited to:

• Record the actual leave time, fuel level and odometer reading by submitting a form to manually enter this data.

• The form can be completed prior to departure and when the vehicle is returned.

H. A key management component that includes but is not limited to the following functionality:

• Provide the ability to manage keys for an organization including defining and accounting of keys and key rings.

• Enable the State to track the issuing and returning of keys and key rings.

1.2.3. Vendor will provide the State with an inventory management solution which includes but is not limited to the following features:

A. This module will enable the State to configure the lead time at the supplier level for each part.

B. The module will allow for a location for each part in a storeroom. Within this module, a part gets assigned to a location and the system will auto populate the location during transactions.

v.25.4

C. Additional configuration may be required as needed to meet State requirements at no additional cost to the State.

D. Enable the State to divide its stock inventory items into three groups or classes: A, B, and C.

• ABC class assignments are used as selection criteria for several material management functions, such as Economic Order Quantity (EOQ) calculations, stock replenishment, repairable spares, and physical inventory counts.

E. EOQ calculations available out of the box to set the optimal quantity and reorder points for parts holding cost % or fixed value, as well as fixed order costs.

F. The system will then recommend order quantities based on historical order levels and allow the inventory manager to compare that recommended value with the existing reorder quantities.

G. Once validated, the system will update the necessary order quantities on the select part.

H. Provides a field that is used to identify if the part is stock or non-stock.

When searching for stock parts the system shows the current inventory quantity.

I. Contains a field that indicates whether a part is provided by a supplier or by another parts warehouse.

J. Global search and filtering capabilities to quickly search for parts.

• Store to Store transfer screens available to support functionality to submit an electronic part transfer request from one storeroom to another and support collecting the following data with each request.

• A streamlined version of this process provides a quick store-to-store transfer.

• The full process involves a store-to-store requisition, store-to-store issue, and a store-to-store receipt.

• The part transfer request is the initiation of this process with the store-to-store requisition.

• The requesting store identifies the necessary details parts, quantity, from/to storeroom, method and comments. This part transfer request is supported by additional fields as well as end user defined fields to accommodate any enhancements to transfer details that need to be tracked.

• It is designed to be a request with its own status. This status allows it to be approved or rejected depending on the storeroom manager it is directed at.

• A physical meter is a tangible device, such as a car odometer, that measures a particular usage of a piece of equipment. Physical meters have limits on how much usage you can track before the meter resets to zero. The system can retain the original meter and replace it with a new one.

• The Vendor will provide the HxGN EAM meters that have the capability of parent-child relationships and will be configured to manage multiple meters.

K. Route the part request to the appropriate storeroom and automatically record the transition in the part record. Notifications can be configured to alert the respective staff.

1.2.4. The Vendor will provide a work management solution that includes but is not limited to the following functionality:

A. A service request component which includes but is not limited to the following functionality:

• Every service request captures the requestor's name, time, date, and type of request information.

• The functionality for end users to submit services requests into the system. Once validated the service request can trigger a work order.

• The ability to have work orders in queue that authorized users can interact with including assignment to garages.

• The ability to allow Customer agencies to be given visibility of this queue based on that access protocols.

• The shop will control the request status based on their availability.

• The ability to notify personnel of any status changes

• Once the service request has been validated, the work can be scheduled to support appointments, including date, time, shop, service, and agency contact person.

B. A work order component which includes but is not limited to the following functionality:

• Every service request captures the requestor's name, time, date, and type of request information.

• Work order gets assigned to a work location where the work is performed and during the work order lifecycle work location may change based on resource availability.

• Each work order screen has Estimated Completion time and Actual

Completion Time field for KPI development.

• Automatically dates and time stamps each work order status change and retains a full history.

• Adjust the inventory and charge the parts for the work order whenever a part is issued to the Work Order. On-hand quantity is decremented as soon as a part is issued to a work order, thus maintaining inventory balances in real time.

• A place where notes and any special instructions are captured.

• Track direct and indirect labor hours for each repair code added to the work order. The State can define a variety of labor codes.

• During Work Order planning a task is created where types or resources and number of resources are assigned to perform the Tasks.

• Allows for estimated hours on a task plan. CMS DoV Administrators will modify the estimated hours on a task plan or work order.

• The notification process is designed to be flexible, allowing for your workflow to trigger notifications dependent on the status of work and the relevant party that needs to be notified.

• Allows for a Core Charge Alert or equivalent which alerts the end user when issuing a core part to a work order that the part has a core associated

• Open work orders will be visible on the vehicle or work order record.

The system will alert the end user if a work order has been assigned/scheduled to the user, as well as the status of the other related work on that vehicle

• The end user is easily able to see the work history from multiple perspectives, the linked vehicle history as well as the related work order history on the work order itself.

• Additional end user directions can be provided with configuration to have the system check and flag the work order based on your needs and history thresholds.

• This is a foundational component to the maintenance module to be able to track the vehicle odometer reading, track ongoing maintenance activities, and reference past maintenance completed to notify end users with alerts, dashboards, and push notifications that work is required for the vehicle.

• The ability to cancel various work orders that are placed within the system by end users.

• Support for System, Assembly and Component Level Vehicle

Maintenance Reporting System (VMRS) codes. All VMRS codes are pre-loaded and are maintained from release to release. Additional codes, if required, can be added.

C. A component for approvals and/or workflows that systematically routes a record in system to a specific end user, or group of end users, for review and provides but is not limited to the following features:

• Approval will take place in the system across many different departments throughout the State.

v.25.4

• A supervisor may be required to review a work request prior to it being released as a work order.

• The finance department may be required to approve a purchase order for spare parts, but only if the purchase order total is over a certain amount.

• Allows for notification and alerts when a workflow is assigned to an end user or group of end users.

• Streamlined approval process allowing for efficient progress through the stages of approval

• Ability to view from a single screen all pending workflows, the status, and the ability to act on individual or multiple records

1.2.5. The Vendor will provide the State various administrative solutions including but not limited to the following:

A. The vendor will provide a billing solution that includes but is not limited to the following features:

• The ability for CMS DoV to invoice customer agencies for costs related to vehicle service and repairs.

• The ability to create short- and long-term agreements with the ability to establish invoicing based on those agreements and the associated costs

B. The Vendor will provide a purchasing solution that includes but is not limited to the following features:

• A component allowing for multiple steps including the ability to request and approve purchases

• The ability to communicate with the other parts of the system such as billing and inventory management

• Includes data fields including but not limited to approved amount, balance, effective dates, authorized end users can easily remove, deactivate, and hide PO's that are no longer used.

• The capability to interact with various external systems such as accounting and eprocurement systems

C. The vendor will provide a reporting solution that includes but is not limited to the following features:

• The ability to run standard reports commonly used for fleet management operations

• The vendor will custom create reports that are unique to the State fleet’s needs

• The ability to create ad hoc reporting when needed

• The ability for reporting to be integrated into other modules

D. The vendor will provide a solution that incorporates any regulatory compliance necessary for vehicle management, vehicle maintenance, inventory management, and any other function covered by the system.

1.2.6. Vendor will assist CMS DoV in the implementation of the solution and provide integration with other core State systems, potentially including System

Applications and Products (SAP), WEXLink enterprises credit card management application, and a future electric vehicle charging data infrastructure systems.

A. Consultants will work cooperatively with internal resources to not only help build system interfaces, but also to teach administration and maintenance of the interfaces using the system tools.

B. The Vendor will provide system REST & SOAP API sets, as well as complete middleware based on Apache NiFi (Databridge Pro) for moving data between systems.

C. The Vendor and the HxGN EAM solution must integrate, with GeoTab

(company, that the State of Illinois has already been implementing their product for Telematics) telematics.

D. The Vendor will validate API installation services and migration of the data are included to install the API module in CMSA CMS DOV’s non-production and production instance of HxGN EAM.

E. The vendor will provide the integration tools necessary to facilitate this transition.

F. This could include Databridge PRO or equivalent including but not limited to the following features:

• The solution will have access to the entire library of REST and SOAP

APIs and XML functionality to push, transform, and pull data from other systems as well as the solution to easily perform integrations with many solutions including Telematics, ERPs, etc. This integration layer is also capable of exporting system table data to a 3rd party data warehouse/lake for an external business intelligence to report on.

• Perform integrations between the system and other external systems.

• Enhanced data integration capabilities by introducing new features for configuring data pipelines, managing endpoint connections, and providing better visibility for efficient troubleshooting and debugging.

• Supports BOD, RESTful API, OData and other interface contracts.

G. The solution will integrate telematics solutions, including but not limited to

GeoTab, to retrieve data.

• Telematics providers (including GEOTAB) are used to collect operational data including but not limited to odometer readings, hours running, and fuel management data.

• The external telematics system will be able to be integrated into all the components of the solution.

• The ability to accept and store data fields includes but is not limited to

GPS data.

H. The system will be able to be integrated with GPS applications such as ESRI

ArcGIS or equivalent.

• Ability to turn this integration off and on as needed.

• Whether through another component or direct integration with a GPS application, the system will be able to store related data

I. The vendor will provide a communication tool such as Hexagon Smart

Communities or equivalent which includes but is not limited to the following features:

• The ability to manage technical issues occurring during implementation, integration, and any other step in the process

• The ability to categorize issues depending on criteria such as

Development vs Production

• The ability to assign severity to each issue such as Common or

Emergent

• The ability to track response time to each issue

1.2.7. The Vendor will provide the State with any training necessary for operation of the system.

A. The Vendor will provide comprehensive required training(s) in both virtual and in-person on location formats. Vendor will be responsible for developing training materials.

B. The Vendor will provide the updates or retraining if bias in the data is discovered post-deployment.

C. The Vendor will provide training for agency staff in identifying and escalating biased outputs.

D. The Vendor will define bias-related performance metrics (e.g. disparate impact ratios) and provide remediation requirements if metrics are exceeded.

E. The Vendor will provide Organization Change Management needs. The

Organization Change Management methodology and approach will be documented in the SOW.

1.2.8. The Vendor will provide the provenance of Vendor training data and whether they have licenses or rights to use copyright material.

1.2.9. The vendor, in collaboration with the State, will develop a data management plan. This may include but is not limited to data ownership, extraction, loading, and transformations, along with responsibilities of data handling, and task ownership.

1.2.10. The Vendor will provide ongoing support and maintenance in the production environment as outlined below:

A. The Vendor will provide defect management and resolution support.

B. Provide post-implementation support.

C. The Vendor will provide the system upgrades and maintenance.

D. The State and the Vendor will maintain Ongoing Project Management

Support.

E. The Vendor will provide the TruePMOSM methodology that is founded on the PMBoK methodology for program management agile methodology.

F. The vendor will provide a regular cadence on status for reporting on the health of the project during the duration of the project lifecycle.

G. The Vendor will provide the Annual Licenses.

H. The Vendor will notify State if the Vendor model is updated to include new third-party data that could alter intellectual property (IP).

I. The Vendor will provide the details on how any Open-Source or third-party models are integrated and how their licenses are managed.

J. The Vendor will provide the ongoing assurance or attestation that outputs comply with IP standards, especially if outputs will be published or used externally.

K. The Vendor will develop user acceptance testing (UAT) testing scripts and bear responsibility for leading testing.

L. The Vendor will ensure that CMS DoV will be alerted that a subscription upgrade is available through a notice sent through the system and/or email notification to identify users at least 10 business days prior to a new release. The notification should include information such as features affected, the timing of the release, and how long the system will be interrupted.

1.2.11. Transition Assistance: Prior to the expiration of this Contract and upon request by the State, the Vendor shall provide such services, data exports, and other information as may be reasonably requested by the State to assist in effecting an orderly transition of the responsibility for providing the services to CMS DoV, its designees, or another vendor. Transition

Assistance will have the following functionality:

A. Reasonable requests may include, but are not limited to, the transfer of data, operations, and processes to another vendor as designated by the State. Transition assistance will be provided at no separate or additional cost to the State, whether by lump sum cost encumbrance, hourly charges, or any other form of separate or additional cost.

B. Vendor must complete mandated secure deletion or anonymization protocols for end-of-contract or upon request.

C. Vendor must migrate data from existing CMS DoV systems into the new

FMSS solution.

1.2.12. The Vendor will comply with the State Technological Architecture and

Infrastructure needs including Security and Disaster Recovery procedures.

A. Application authorization (security) management.

B. The Hexagon’s HxGN EAM (HxGN EAM) must have Representational

State Transfer Application Programming Interface (REST API) endpoints for seamless real time integrations, current and future.

These endpoints must be able to be secured with Oauth 2 Security.

C. The HxGN EAM solution must be integrated with a Security Assertion

Markup Language (SAML 2.0), which is the State application and standard for Single Sign-On and Identity Integration (Okta).

D. The Vendor will provide the State with Amazon Web Services which will be HxGN EAM Infrastructure-as-a-Service (IaaS) partner.

E. Has the necessary certifications related to data center operations and security. The State reserves the right to request evidence of certification if necessary

• Please visit the following sites for more information:

http://aws.amazon.com/whitepapers https://aws.amazon.com/compliance/programs/ http://aws.amazon.com/security

F. Amazon Web Services (AWS) employees have access to the infrastructure that HxGN EAM resides on, but not with the data itself.

G. HxGN EAMs application does not require involvement of 3rd parties.

H. HxGN EAM comes out with a new major version at a minimum, bi-annually for cloud customers, at no added cost. This allows a speed from identifying need to bringing requirements to production.

I. HxGN EAM has a roadmap governance process that influences the direction the product is developed to balance customer submitted and voted on requests with Hexagon direction.

J. HxGN EAM roadmap is published to CMS DoV to see both short term functionality enhancements as well as long term initiatives of the product.

K. The State will have the opportunity to review the new version.

L. HxGN EAM standardizes on ADFS. Authentication is achieved by leveraging the CMS DoV’s existing infrastructure (e.g., Active Directory) and via the synchronization of such directories (e.g., ADFS and SAML

2.0).

M. The CMS DoV’s IdP should be SAML 2.0 compliant. Access to the system is restricted by individual end user access IDs and passwords; each end user has a unique login/password combination.

N. The Vendor will provide the Information Security Office managed by

Hexagon Chief Information Security Officer and comprises of a team of experts in the areas of Compliance, ISO and NIST standards, Business

Continuity Plan (BCP)/Disaster Recovery (DR), Amazon Web Service

Security, vulnerability and penetration testing, and host security.

• Cloud Operations conducts regular penetration tests against representative environments using an external third party to verify security standard practices. Cloud Operations has extensive experience following NIST guidelines in risk assessment and management; conducting vulnerability analysis; developing mitigation plans; and performing penetration testing, password protection testing and application security testing.

• Hexagon considers customer data to be confidential.

• Neither HxGN Cloud Operations nor AWS employees have direct access to the data itself.

• HxGN Cloud Operations employees have tenant-level access to the tenants themselves for administrative purposes (e.g., scheduling backups), but do not have the login information for any backend or frontend data access to any customer’s data.

• AWS employees have access to the infrastructure that HxGN EAM resides on, but not to the data itself.

• Cloud Operations optimizes servers and databases on an ongoing basis using a sophisticated monitoring solution.

• Cloud Operations uses enterprise monitoring applications to monitor the production systems for performance and availability that include, but are not limited to, CPU utilization, memory utilization, disk subsystem bandwidth, key database performance analytics, electronic data interchange process, and bandwidth.

• Based on this ongoing monitoring, Cloud Operations proactively updates servers, disk subsystems, and database and application server configurations.

• HxGN EAM recommends a minimum bandwidth of 40kb/s per active power end user, and a minimum total throughput of 512kb/s.

• Within multi-Tenant applications, Cloud Operations performs automated backups on a fixed cadence as below. Cloud Operations leverages database and filesystem (snapshot) backup techniques so that all aspects of the proposed solution can be recovered in a timely fashion and with minimal data loss. All backups are taken to local attached storage, and immediately upon completion are replicated to a geographically disperse region.

• Full Backup–image copy of all the data in the database including the transaction log, once a week.

• Differential Backup–copy of all database changes since the last Full

Backup, every eight hours.

• Transaction Log Backup–backup of all transactions since the last

Transaction Log Backup, every 15 minutes.

• HxGN EAM is built on an Oracle database that grows organically in

AWS. HxGN provides an initial 2TB of document storage and more can be added over time as needed.

• Since it is Multi-tenant SaaS, updates will always be aligned with the most recent version of HxGN EAM.

• A new version of HxGN EAM is released approximately every 12-18 months.

• Fixes and patches are applied monthly as required.

• Upgrades, fixes, and patches are applied to all customers with a current SaaS subscription.

• Custom configurations are preserved during upgrades.

• System installations and upgrades are completely managed by

Hexagon hosting services in AWS.

• These methods provide data transformation to move correct data from source to destination without corruption, as well as data validation, error handling, and notification tools.

• Administration of these tools is through a graphical system interface to simplify all system integration maintenance.

• System interfaces will be planned and mapped prior to any development work, and all testing will be with an EAM TEST or

Development environment before moving to production.

O. The Vendor will provide the HxGN ALI which has the following functionality:

• Primarily relies on Amazon® Web Services (AWS®) to leverage a sophisticated infrastructure, platform, and services that can scale dynamically to promote optimal performance.

• All HxGN EAM reference guides are available for current and legacy system versions through the Hexagon ALI document site.

• Custom training materials and videos will be placed in a CMS DoV customer library for end-user access.

1.3. MILESTONES AND DELIVERABLES:

1.3.1. The project will be divided into distinct phases, each with their own set of milestones and deliverables though it is recognized some phases, and their respective deliverables may overlap in time, no phase shall be considered complete unless all individual deliverables for that phase have been completed and accepted by the State.

1.3.2. The Vendor will be responsible for managing all phases of the work. At the completion of each milestone or phase, as defined by the appropriate

Statement of Work (SOW), the State will evaluate Vendor’s performance.

Continuance with the next milestone or phase, at the discretion of the State, will be based on Vendor’s performance of previous milestones or phases.

1.3.3. In the event of non-acceptance of a deliverable, the State will use commercially reasonable efforts to endeavor to inform the Vendor of non-acceptance of a deliverable in writing and within a reasonable period after the deliverable has been received by the State.

A. Any such notice shall specify in reasonable detail the reasons such deliverable or service has been deemed unacceptable.

B. If the notice of non-acceptance is not sufficiently detailed to allow Vendor to determine why such deliverable or service is unacceptable, Vendor may request in writing that the State provide additional information.

C. The Vendor agrees to collaborate with the State in determining a reasonable time to correct the problem in such deliverable or present the

State with a plan to fix such problems.

1.3.4. System modifications and customizations will be established utilizing a SOW in accordance with the established rate card. System modifications and customizations will not be considered complete and will not be invoiced until formally reviewed and accepted by the State. The State may consider modification or exception to each review with appropriate and detailed justification.

1.3.5. Provide audit rights or certifications (e.g. SOC 2, ISO 27001) to verify vendor data protection practices.

1.3.6. Provide SOC 2 Type 2 reports related to cloud subscriptions for the State’ review and approval The State reserves the right to rescind the award if the

SOC 2 Reports are determined to be deficient.

A. Guidehouse either directly or in collaboration with Hexagon’s HxGN EAM

(HxGN EAM), shall provide the State with a copy of the SOC 2 Type 2 reports related to Cloud subscriptions for the State’s review and approval during the life of the contract.

B. SOC 2 Type 2 reports are available that specifically cover the HxGN EAM system, and what is the scope of each report.

C. Cover the hosting environment.

D. Current SOC2 Type 2 Report and a Bridge Letter.

E. The Vendor will provide which Trust Services Principles are included in the

SOC 2 Type 2 report(s) for the HxGN EAM system to allow Central

Management Services Division of Vehicles (CMS DoV) to confirm that the

SOC2 Type 2 report covers the DoIT security principle.

1.3.7. Provide documented accuracy benchmarks and third-party validation reports, if available.

1.3.8. Provide performance guarantees tied to accuracy thresholds, if possible.

1.3.9. The Vendor will include data residency and sovereignty clauses to restrict where and how sensitive data can be stored or processed.

1.3.10. The Vendor will provide the CMS DoV disclosure of subcontractors and third-party processors with data access.

1.3.11. The Vendor will provide the documentation of compliance with applicable data privacy laws.

1.4. VENDOR/STAFF SPECIFICATIONS:

1.4.1. The Vendor must provide implementation personnel with the skills and experience to successfully configure and deploy the new FMSS solution in support of the contract requirements. The State reserves the right to request resumes and other documents that will verify any personnel assigned to this project.

1.4.2. Key personnel will not be removed or replaced by the Vendor without written review and approval of the State. Replacements must meet or exceed the qualifications required for those key personnel at the same or less cost.

1.4.3. The vendor will appoint a single point of contact for the duration of the project.

This person should have project management responsibilities and decision-making authority. This person will be the focal point of contact for the State for this project.

1.4.4. The State will appoint a single point of contact for the duration of the project.

This person should have project management responsibilities and decision-v.25.4 making authority. This person will be the focal point of contact for the vendor for this project.

1.4.5. Technical Support is available via phone from 8AM to 5PM in your local time zone. 24/7 Technical Support is available via the following communications methods:

A. Octave/Hexagon's Technical Support Phone: 800.661.8134.

B. Website: supportsi.hexagon.com

1.5. TRANSPORTATION AND DELIVERY: NA

1.6. SUBCONTRACTING:

Subcontractors are allowed.

1.6.1. Will subcontractors be utilized? Yes No

A subcontractor is a person or entity that enters into a contractual agreement with a total value of $100,000 or more with a person or entity who has a contract subject to the Illinois Procurement Code pursuant to which the person or entity provides some or all of the goods, services, real property, remuneration, or other monetary forms of consideration that are the subject of the primary State contract, including subleases from a lessee of a State contract.

All contracts with subcontractors where the annual value of the subcontract is greater than $50,000 must include Illinois Standard Certifications completed by the subcontractor.

1.6.2. Please identify below subcontracts with an annual value of $100,000 or more that will be utilized in the performance of the contract, the names and addresses of the subcontractors, and a description of the work to be performed by each.

• Subcontractor Name: EAM Solutions LLC

Amount to Be Paid: >$100,000

Address: 1 Chase Corporate Center, Suite 400, Birmingham AL 35244

Description of Work: Configuration, testing, and data conversion support

• Subcontractor Name: Marucco, Stoddard, Ferenbach & Walsh, Inc.

Amount to Be Paid: >$100,000

Address: 3445 Liberty Drive, Springfield, IL 62704

Description of Work: Testing support

• Subcontractor Name: NGI Management Inc

Amount to Be Paid: >$100,000

Address: 444 West Lake Street Suite 1940, Chicago, IL 60606

Description of Work: Support in technology implementation SME service primarily in the Quality Assurance Workstream.

If additional space is necessary to provide subcontractor information, please attach an additional page.

1.6.3. If the annual value of any subcontracts is more than $100,000, then the

Vendor must provide to the State the Financial Disclosures and Conflicts of

Interest for that subcontractor.

1.6.4. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor is required to promptly notify, in writing, the State

Purchasing Officer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to this Contract. Any subcontracts entered prior to award of this Contract are done at the sole risk of the

Vendor and subcontractor(s).

1.7. WHERE SERVICES ARE TO BE PERFORMED:

Unless otherwise disclosed in this section all services shall be performed in the

United States. If the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.

Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location.

If the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract if the Offeror shifts any such work outside the United States.

• Location where services will be performed: United States

Value of services performed at this location: 100%

2. PRICING

2.1. TYPE OF PRICING: The Illinois Office of the Comptroller requires the State to indicate whether the contract price is firm or estimated at the time it is submitted for obligation. The total price of this contract is estimated.

2.2. VENDOR’S PRICING: Vendor’s pricing is located in the Items Tab in the BidBuy

Purchase Order.

2.3. MAXIMUM AMOUNT: The total payments under the initial term of this contract shall not exceed $4,860,546.95 without a formal amendment. The maximum amount will be entered into by the State prior to execution of the contract.

3. TERM AND TERMINATION

3.1. TERM:

3.1.1. TERM OF THIS CONTRACT: The contract will have an initial 9-year term commencing upon the last dated signature of the Parties. In no event will the maximum total term of the contract, including the initial term, any renewal terms, and any extensions, exceed ten (10) years. Vendor shall not commence billable work in furtherance of the contract prior to final execution of the contract except when permitted pursuant to 30 ILCS 500/20-80.

3.1.2. RENEWAL: N/A

3.2. TERMINATION FOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if (a) the State reasonably determines the actions or inactions of the Vendor, its agents, employees or subcontractors directly related to performance of this Contract have caused material jeopardy to public health, safety, or property, or (b) the Vendor has notified the State that it is unable or unwilling to perform this Contract.

If Vendor fails to perform any material requirement of this contract to the State’s satisfaction, is in violation of a material provision of this Contract, or the State determines that the Vendor lacks the financial resources to perform the contract, then the State shall provide written notice to the Vendor to cure the problem identified with a reasonable period of time (which shall not be less than thirty (30) days). If not cured by that date the State may either: (a) immediately terminate this contract without additional written notice or (b) enforce the terms and conditions of this contract. For termination due to any of the causes contained in this Section, the

State retains its rights to seek any available legal or equitable remedies and damages.

3.3. TERMINATION FOR CONVENIENCE: The State may, for its convenience and with thirty (30) days’ prior written notice to Vendor, terminate this Contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.

Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this Contract up to and including the date of termination.

3.4. AVAILABILITY OF APPROPRIATION: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty, if (1) the Illinois General

Assembly or the Federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS

500/20-60), (2) the Governor decreases the Agency’s funding by reserving some or all of the Agency’s appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Vendor will be promptly notified in writing of the failure of appropriation or of a reduction or decrease. The

Vendor shall be entitled to compensation upon submission of invoices and proof of claim for supplies and services provided in compliance with this Contract up to and including the date of termination or suspension.

4. STANDARD BUSINESS TERMS AND CONDITIONS

4.1. PAYMENT TERMS AND CONDITIONS:

4.1.1. LATE PAYMENT: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable.

30 ILCS 540; 74 III. Adm. Code 900. This shall be Vendor’s sole remedy for late payments by the State. Payment terms contained in Vendor’s invoices shall have no force or effect.

4.1.2. MINORITY CONTRACTOR INITIATIVE: Any Vendor awarded a contract of $1,000 or more under Section 20-10, 20-15, 20-25 or 20-30 of the Illinois

Procurement Code (30 ILCS 500) is required to pay a fee of $15. The

Comptroller shall deduct the fee from the first check issued to the Vendor under the contract and deposit the fee in the Comptroller’s Administrative

Fund. 15 ILCS 405/23.9.

4.1.3. EXPENSES: The State will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this contract by the Parties even if the effective date of the contract is prior to execution.

4.1.4. PREVAILING WAGE: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the

State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Illinois Department of

Labor (DOL) and are available on DOL’s official website, which shall be deemed proper notification of any rate changes under this subsection.

Vendor is responsible for contacting DOL at 217-782-6206 or

(https://labor.illinois.gov) to ensure understanding of prevailing wage requirements.

4.1.5. FEDERAL FUNDING: This contract may be partially or totally funded with

Federal funds. If Federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total

Federal funds expected to be used will be provided to the awarded Vendor in the notice of intent to award.

4.1.6. INVOICING: By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of this contract, and the amount billed and expenses incurred are as allowed in this contract. Invoices for supplies purchased, services performed, and expenses incurred through June

30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25. All invoices are subject to statutory offset. 30

ILCS 210.

A. Vendor shall not bill for any taxes unless accompanied by proof that the

State is subject to the tax. If necessary, Vendor may request the applicable agency’s Illinois tax exemption number and Federal tax exemption information.

B. Vendor shall invoice at this completion of the contract unless invoicing is tied in this contract to milestones, deliverables, or other invoicing requirements agreed to in the contract.

Send invoices to:

Agency: Central Management Services, Division of Vehicles

Attn: Finance & Administration Manager

Address: 200 E. Ash Street

City, State Zip Springfield, IL 62704

For procurements conducted in BidBuy, the Agency may include in this contract the BidBuy Purchase Order as it contains the Bill To address.

4.2. ASSIGNMENT: This contract may not be assigned or transferred in whole or in part by Vendor without the prior written consent of the State.

4.3. SUBCONTRACTING: For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by this Contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this Contract, which approval shall not be unreasonably withheld or delayed. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this Contract. Vendor shall provide a copy of any subcontracts within fifteen (15) days after receipt of a written request therefor from the State. All subcontracts must include the same certifications that

Vendor must make as a condition of this contract. Vendor shall include in each subcontract the subcontractor certifications as shown on the Standard Illinois

Certification form available from the State. If at any time during the term of the

Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the

Chief Procurement Officer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to the

Contract. All subcontractors performing services under this Contract will be retained on a traditional prime contractor/subcontractor basis. As such, all subcontractor labor shall be billed to State as direct labor at Vendor’s proposed prime contract rates.

4.4. AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of this contract and any subcontract necessary to support amounts charged to the State pursuant this contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three (3) years from the later of the date of final payment under the contract or completion of the contract, and by the subcontractor for a period of three (3) years from the later of final payment under the term or completion of the subcontract. If Federal funds are used to pay contract costs, the Vendor and its subcontractors must retain their respective records for five (5) years. Books and records required to be maintained under this section shall be available for review or audit by representatives of the procuring Agency, the Auditor General, the Executive Inspector General, the Chief

Procurement Officer, State of Illinois internal auditors or other governmental entities with monitoring authority, upon reasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records required by this section shall establish a presumption in favor of the

State for the recovery of any funds paid by the State under this contract or any subcontract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination of the Vendor’s or subcontractor’s books and records. 30 ILCS

500/20-65.

4.5. TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor’s performance of this contract. Vendor shall continue to perform its obligations while any dispute concerning this contract is being resolved unless otherwise directed by the State. The State and Vendor acknowledge that unforeseen events or changes in a project could make strict adherence to some deadlines impractical. Both parties will endeavor to negotiate potential adjustments to project timelines when reasonably necessary and agree to communicate openly and clearly about any potential delays to avoid disputes and ensure timeliness of performance.

4.6. NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a

Party to exercise or enforce a right does not waive that Party’s right to exercise or enforce that or other rights in the future.

4.7. FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental prohibition. The non-declaring Party may cancel this contract without penalty if performance does not resume within thirty

(30) days of the declaration.

4.8. CONFIDENTIAL INFORMATION: Each Party to this Contract, including its agents and subcontractors, may have or gain access to Confidential Information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as confidential and exempt from disclosure under the Illinois

Freedom of Information Act, shall be considered public. Each party will protect the confidentiality of Confidential Information that it receives from the other party, and no Confidential Information shall be disseminated except as necessary to perform under this Contract, as required by applicable law, statute, rule, regulation or professional standard or with the written consent of the non-disclosing Party, either during the period of this Contract or thereafter.