RFP 2024-08 Exhibit I_Service Level Agreements.docx

Exhibit I – Service Level Agreements (SLAs)

This Exhibit I describes Supplier’s obligations to maintain, report upon, and improve service quality and delivery to the Commonwealth and other Authorized Users under the Contract through Service Level Agreements (SLAs). The table below lists a set of SLAs relating to Supplier’s performance under the Contract and associated financial credits for Supplier’s failure to meet them.

The intent of SLAs and the associated financial credits is to protect the value that the Commonwealth and other Authorized Users expect to receive from Supplier through this Contract. Authorized Users may require additional performance measures and remedies, other than those included in this Exhibit I, per each order issued under the Contract.

Financial credits shall be due and payable by Supplier no less than thirty (30) calendar days after Supplier’s receipt of the notice of financial credits owed. If payment is not made by the due date, financial credits, in whole or in part, may be withheld from future payments by the Commonwealth or other Authorized Users, as applicable, without further notice to Supplier. Supplier shall be liable for all financial credits assessed by the Commonwealth or other Authorized Users, as applicable. Any dispute between Supplier and its subcontractors regarding responsibility for assessment of financial credits shall not relieve Supplier of its liability for financial credits. Upon termination of the Contract, any unpaid financial credits shall be paid by Supplier within thirty (30) calendar days of termination.

All SLAs shall begin to be measured 60 days following execution of the Contract.

Unless otherwise specified, all SLAs shall be applicable each year of the Contract.

In addition to financial credits outlined in this Exhibit I, the Commonwealth and other Authorized Users reserve the right to exercise all rights and remedies available at law or in equity. For example, VITA may, at its sole discretion, elect to suspend Supplier’s right to take new orders from any Authorized Users for a period up to sixty (60) calendar days. VITA shall notify Supplier in writing prior to the start of any suspension period. Notification shall set forth when the suspension period begins and the length of the suspension period.

During a suspension period, Supplier may, at VITA’s election, be required to attend a contract performance review meeting, along with the VITA contract manager/administrator, Authorized User project manager(s) or authorized representative(s), and any other significant stakeholders who have a part in the successful performance of the Contract. The purpose of this meeting shall be to review Supplier’s performance and discuss ways to ensure compliance with the performance criteria set forth in the Contract. VITA shall document all instances of Supplier’s failure to meet its contractual obligations in the contract file as Supplier non-compliance.

All SLAs shall be measured against a performance target of 100% for each measurement interval.

1. Monthly Sales Reports (MSRs), VITA’s Supplier Reporting System (SRS), and the Industrial Funding Adjustment (IFA) Fee

*MSRs: Financial Credits to be Assessed against Supplier for Delinquent Reporting and/or Non-Reporting

1. Pursuant to IT Research Subscription Services Standard Contract, Section 11 Reporting and in a manner prescribed by VITA, Supplier shall submit Monthly Sales Reports (MSRs) in VITA’s Supplier Reporting System (SRS) by the 10th day of every month for the previous calendar month. MSRs shall report all payments, by any payment method, from contract orders placed by Authorized Users in the Commonwealth, as well as Authorized Users outside of the Commonwealth that placed orders with Supplier under the contract.

A. If Supplier fails to report by the 10th day of the month, VITA, at its discretion, shall immediately assess a financial credit equal to the greater of 3% of:

(i) the highest month of reported sales in SRS during the prior 12 months, if available; or

(ii) the highest prior month of reported sales in SRS since the start of the contract; or

(iii) $50,000, if there are no reported sales in SRS.

B. If Supplier has never reported in SRS, VITA and Supplier shall work together to determine who is primarily responsible for Supplier’s non-reporting, and jointly develop a plan to correct non-reporting. If VITA was primarily responsible (e.g., VITA failed to provide Supplier with SRS access), VITA shall excuse Supplier’s non-performance and not assess a financial credit. If Supplier was primarily responsible for non-reporting, VITA shall assess a financial credit against Supplier as calculated in 1.A above.

C. Any financial credit assessed against Supplier shall be increased by 2% each consecutive month of non-reporting. (Example: Reporting January sales in April instead of February shall result in a financial credit of 5% being assessed for being delinquent two consecutive months – February and March. Reporting January sales in May instead of February shall result in a financial credit of 7% for being delinquent three consecutive months – February, March, and April.) However, no financial credit shall exceed the greater of 100% of (i) the highest month of reported sales in SRS during the prior 12 months, if available, or (ii) the highest prior month of reported sales in SRS since the start of the contract, or (iii) $50,000, if there are no reported sales in SRS.

D. Nothing in this SLA relieves Supplier from its contractual obligation to submit MSRs every month.

E. VITA, in its sole discretion, may send a breach notice or cure letter to Supplier at any time.

F. VITA, in its sole discretion, may consider financial credits assessed against Supplier under this SLA in any future procurement evaluation of Supplier.

**IFA Fee: Financial Credits to be Assessed against Supplier for Delinquent Payment and/or Non-Payment

1. Pursuant to IT Research Subscription Services Standard Contract, Section 11. Reporting, the Industrial Funding Adjustment (IFA) Fee, along with any financial credit assessed against Supplier, shall be received by VITA no later than the 9th day of the following month. (Example: If Supplier submitted MSR on January 10, Supplier’s IFA Fee payment is due on or before February 9.)

A. If Supplier fails to pay by the 10th day of the month, VITA shall immediately assess a financial credit thirty (30) days after the due date equal to the greater of 3% of:

(i) the total IFA due for that month; or

(ii) the total assessed financial credit due for that month; or

(iii) both (i) and (ii) if both were due that month.

B. If Supplier has never paid IFA, VITA and Supplier shall work together to determine who is primarily responsible for Supplier’s non-payment, and jointly develop a plan to correct non-payment. If VITA was primarily responsible (e.g., VITA failed to provide complete and accurate payment information to Supplier), VITA shall excuse Supplier’s non-payment and not assess a financial credit. If Supplier was primarily responsible for non-payment, VITA shall assess a financial credit against Supplier as calculated in 1.A above.

C. Any financial credit assessed against Supplier shall be increased by 2% each consecutive month of non-payment. (Example: Paying January IFA in April instead of February shall result in a financial credit of 5% being assessed for being delinquent two consecutive months – February and March. Paying January IFA in May instead of February shall result in a financial credit of 7% for being delinquent three consecutive months – February, March, and April.) However, no financial credit shall exceed the greater of 100% of (i) the highest month of reported sales in SRS during the prior 12 months, if available, (ii) the highest prior month of reported sales in SRS since the start of the contract, or (iii) $50,000, if there are no reported sales in SRS.

D. Nothing in this SLA relieves Supplier from its contractual obligation to pay any required IFA every month.

E. VITA, in its sole discretion, may send a breach notice or cure letter to Supplier at any time.

F. VITA, in its sole discretion, may consider financial credits assessed against Supplier under this SLA in any future procurement evaluation of Supplier.

***Annual and Ad-Hoc Audits of SRS and IFA Fee Payments: Financial Credits to be Assessed Against Supplier for Delinquent Response and/or No Response

1. At VITA’s discretion, and not less than once per contract year, VITA shall audit Supplier to determine whether (i) any sales under VITA’s contract with Supplier have not been reported in SRS and (ii) any required IFA Fee payments have not been paid to VITA. After completing an audit, VITA shall notify Supplier in writing if additional information is needed and shall provide Supplier a deadline to respond within a reasonable timeframe.

A. If Supplier responds to VITA’s request for additional information after the provided deadline for response or fails to respond, VITA shall immediately assess a financial credit equal to the greater of 3% of:

(i) the highest month of reported sales in SRS during the prior 12 months, if available; or

(ii) the highest prior month of reported sales in SRS since the start of the contract; or

(iii) $50,000, if there are no reported sales in SRS.

B. VITA and Supplier shall work together to determine who is primarily responsible for Supplier’s failure to report all sales and/or pay all required IFA payments. If VITA was primarily responsible, VITA shall excuse Supplier’s non-performance and not assess a financial credit. If Supplier was primarily responsible for non-reporting and/or non-payment, VITA shall assess a financial credit against Supplier as calculated in 1.A above.

C. Any financial credit assessed against Supplier shall be increased by 2% each consecutive month Supplier is late or fails to respond to VITA’s request for additional information. (Example: Providing additional requested information in April instead of by a February deadline shall result in a financial credit of 5% being assessed for being delinquent two consecutive months – February and March. Providing additional information in May instead of by a February deadline shall result in a financial credit of 7% for being delinquent three consecutive months – February, March, and April.) However, no financial credit shall exceed the greater of 100% of (i) the highest month of reported sales in SRS during the prior 12 months, if available, or (ii) the highest prior month of reported sales in SRS since the start of the contract, or (iii) $50,000, if there are no reported sales in SRS.

D. Nothing in this SLA relieves Supplier from its contractual obligation to submit MSRs every month.

E. VITA, in its sole discretion, may send a breach notice or cure letter to Supplier at any time.

F. VITA, in its sole discretion, may consider financial credits assessed against Supplier under this SLA in any future procurement evaluation of Supplier.

2. Ordering and Billing Discrepancies

3. Account Management

Note: Supplier shall not be responsible for the failure to meet this Performance Standard if failure arises from causes beyond the reasonable control and without the fault or negligence of the obligated Party.

Note: Supplier shall not be responsible for the failure to meet this Performance Standard if failure arises from causes beyond the reasonable control and without the fault or negligence of the obligated Party.

3.4. Semi-Annual Business Reviews (BRs)

Supplier shall attend all scheduled in person or virtual BRs.

Note: In VITA’s sole discretion, Supplier’s failure to attend a BR due to a force majeure event may be reason to excuse Supplier’s non-performance.

4. Online Web Portal Availability

RFP 2024-08 VITA Page 3 of 5