STATE OF MICHIGAN

Department of Technology, Management and Budget Procurement

Request for Proposal No. 220000001095 Unified Communications

Solicitation Manager Name: KeriAnn Trumble Direct Phone: 989-259-2625 Main Phone: 1-855-MI-PURCH (1-855-647-8724) E-Mail Address: TrumbleK1@Michigan.gov

This is a Request for Proposal (RFP) for Unified Communications Anticipated Timeline

*A proposal received at 12:00:01 p.m. Eastern is considered late and subject to disqualification.

This RFP is subject to change. Check www.michigan.gov/SIGMAVSS for the current information.

Request For Proposal No. 220000001095 Unified Communications

PROPOSAL INSTRUCTIONS

RESPONSE PREPARATION. The State recommends reading all Solicitation materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the Solicitation within the proposal. Include the Bidder’s company name in the header of all documents submitted with your proposal. Note that all documents and information submitted as part of a proposal will become public record immediately upon receipt by the State. Proposals received by the State may be posted on the State’s publicly available website after bidders are notified of the award recommendation.

Structure and List of Solicitation Documentation

Schedule D - Service Level Agreement

CONTACT INFORMATION FOR THE STATE. The sole point of contact for the State concerning this solicitation is listed on the Cover Page. Contacting any other State personnel, agent, consultant, or representative about this solicitation may result in Bidder disqualification.

MODIFICATIONS. The State may modify the Solicitation any time. Modifications will be posted on www.michigan.gov/SIGMAVSS . This is the only method by which the RFP may be modified.

QUESTIONS. Bidder questions about this RFP must be emailed to the Solicitation Manager no later than the time and date specified on the Cover Page. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

DELIVERY OF PROPOSAL.

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price proposal should be saved separately from all other proposal documents. The bidder should submit all documents in a modifiable (native) format (examples include but are not limited to Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Attachment file size is limited to 6 MB per document. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a proposal to be submitted after the proposal deadline identified in the solicitation Closing On/Closing Date fields (Summary view/Detail view), even if a portion of the proposal has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 284-0540 or (888) 734-9749. The Solicitation Manager will not provide assistance related to the submittal of the proposal and all attachments on the day of the proposal deadline. Responsibility for a complete submission lies with the bidder. Note that all documents and information submitted in any manner as part of a proposal will become public record immediately upon receipt by the State. Proposals received may be posted by the State on the State’s publicly available website after bidders ate notified of the award recommendation.

MANDATORY MINIMUM REQUIREMENTS. To avoid disqualification, the Bidder must provide documentation to support the following:

Minimum Requirements

The solution must have the ability to be managed by DTMB.

Only those proposals that meet the mandatory minimum requirements will be considered for evaluation.

EVALUATION PROCESS. State will evaluate each proposal based on the following factors:

Proposals receiving 80 or more evaluation points will have pricing evaluated and be considered for award.

The State may utilize all Bidder information, without regard to a proposal’s technical score, to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price proposal. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veterans/service-disabled veteran owned business(QDV/SDVOB) status under MCL 18.1261(8). Additional information on the SDVOB preference is available at: Michigan.gov/SDVOB.

The State strongly encourages strict adherence to the Contract Terms and Schedules. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms and Schedules. Nevertheless, the Bidder may submit proposed changes to the Contract Terms and Schedules in track changes (i.e., visible edits) with an explanation of the Bidder’s need for each proposed change. Failure to include track changes with an explanation of the Bidder’s need for the proposed change constitutes the Bidder’s acceptance of the Contract Terms and Schedules. General statements, such as that the Bidder reserves the right to negotiate the terms and conditions, may be considered non-responsive.

The State may, but is not required to, conduct an on-site visit to tour and inspect the Bidder's facilities, require an oral presentation of the Bidder's proposal, attend a proof of concept meeting, conduct interviews with Bidders, or request additional price concessions at any point during the evaluation process.

The State may deduct points or reject a proposal if the Bidder fails to demonstrate to the State’s satisfaction the viability or functionality of the goods or services at the proof of concept meeting, on-site visit tour, oral presentations, or during Bidder interviews.

NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to Bidders if the State determines after the proposal deadline that a portion of the proposal was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a Bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

RESERVATIONS. The State reserves the right to:

Disqualify a Bidder for failure to follow these instructions.

Discontinue the solicitation process at any time for any or no reason. The issuance of a solicitation, your preparation and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does not commit the State to award a contract to you or anyone, even if all the requirements in the solicitation are met.

Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

Consider an otherwise disqualified proposal, if no other proposals are received.

Disqualify a proposal based on: (i) information provided by the Bidder in response to this solicitation; (2) the Bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS; or (3) if it is determined that a Bidder purposely or willfully submitted false or misleading information in response to the solicitation.

Consider prior performance with the State in making its award decision.

Consider overall economic impact to the State when evaluating proposal pricing and in the final award recommendation. This includes but is not limited to: considering principal place of performance, number of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan capital investments, job creation, tax revenue implications, and economically disadvantaged businesses.

Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

Refuse to award a contract to any Bidder that has failed to pay State taxes or has outstanding debt with the State.

Enter into negotiations with one or more Bidders on price, terms, technical requirements, or other deliverables.

Award multiple, optional-use contracts, or award by Contract Activity.

Evaluate the proposal outside the scope identified in the Evaluation Process section of this document, if the State receives only one proposal.

AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible Bidder who offers the best value to the State, as determined by the State. Best value will be determined by the Bidder meeting the minimum point threshold and offering the best combination of the factors stated in the Evaluation Process section of this document, and price, as demonstrated by the proposal. The State will post a Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS.

DEBRIEF MEETINGS AND PROTEST. The State will post an Award Recommendation and Evaluation Synopsis, which will provide instructions on how to request a debrief meeting.

If you wish to initiate a protest of the award, you must submit your written protest electronically at BidProtest-DTMB@michigan.gov no later than 12:00 p.m. Eastern, 5 business days after posting the Award Recommendation and Evaluation Synopsis on SIGMA VSS. The State reserves the right to adjust this timing and will publish any change.

Additional information about the protest process is available at www.michigan.gov/micontractconnect under the “Programs and Policies” link.

STATE ADMINISTRATIVE BOARD. Contracts equal to of $250,000 or greater require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a Bidder participating in this solicitation. The Bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the Bidder, the State may, at its option, incorporate any part of the Bidder’s proposal into a contract. This solicitation is not an offer to enter into a contract. This solicitation may not provide a complete statement of the State’s environment or contain all matters upon which agreement must be reached. The bidder understands that their proposal will become public record immediately upon receipt by the State. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

CONFIDENTIAL TREATMENT FORM AND THE FREEDOM OF INFORMATION ACT. As a public record, all portions of the bidder’s proposal and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq. However, the State may exempt some information from disclosure as permitted by law. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902,” are exempt from disclosure under FOIA. In addition, “financial or proprietary information” submitted with a bidder’s proposal is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s proposal as non-responsive. As a part of its proposal, each bidder must follow the procedure below.

SUBMIT A COMPLETED “CONFIDENTIAL TREATMENT FORM” (CT FORM) WITH YOUR BID. Completion and submission of the CT Form is required regardless of whether the bidder seeks confidential treatment of information. Failure to submit a completed CT Form may be cause for disqualification from the solicitation process. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form instructions, the proposal may be publicly disclosed in its entirety without redaction after and award recommendation.

0. Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or

0. Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment

0. Failure to complete and sign a CT Form may result in disqualification of the bidder. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form Instructions, the proposal, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation.

FOIA REQUESTS. If a FOIA request is made for a bidder’s proposal, the Public Copy may be distributed to the public along with the bidder’s CT Form. The CT Form is a public document and serves as an explanation for the redactions to the Public Copy. Do not put any trade secret, financial, or proprietary information in the CT Form. Do not redact the CT Form itself.

NO ADVICE. The State will not advise a bidder as to the nature or content of documents entitled to protection from disclosure under FOIA or other laws, as to the interpretation of such laws, or as to the definition of trade secret or financial or proprietary information. Nothing contained in this provision will modify or amend requirements and obligations imposed on the State by FOIA or other applicable law.

FAILURE TO REQUEST CONFIDENTIAL TREATMENT. Failure to request material be treated as confidential as specified herein relieves the State, its agencies, and personnel from any responsibility for maintaining material in confidence.

Bids containing a request to maintain an entire proposal as confidential may be rejected as non-responsive. Bidders may not request confidential treatment with respect to resumes, pricing, and marketing materials. The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions. If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, the State has the final authority to determine whether the materials are exempt from disclosure under FOIA.

Bidder forever releases the State, its departments, subdivisions, officers, and employees from all claims, rights, actions, demands, damages, liabilities, expenses and fees, which arise out of or relate to the disclosure of all or a portion of bidder’s proposal submitted under this RFP. Bidder must defend, indemnify and hold the State, its departments, subdivisions, officers, and employees harmless, without limitation, from and against all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to any FOIA request, including potential litigation and appeals, related to the portion of bidder’s proposal submitted under this RFP that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

Michigan.gov/MiProcurement

Revision Date: 7/26/2021

CONFIDENTIAL TREATMENT FORM (CT FORM)

INSTRUCTIONS. Complete either Section 1 or Section 2 of this CT Form and sign where indicated. This CT Form must be signed by the individual who signed the bidder’s proposal. A completed CT Form must be submitted with your proposal, regardless of whether your proposal contains confidential information.

Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form Instructions, the proposal, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of award recommendation. See the Confidential Treatment Form and The Freedom of Information Act section of the Proposal Instructions for additional information.

Section 1. Confidential Treatment Is Not Requested

This section must be completed, signed, and submitted with the proposal if bidder does not request confidential treatment of any material contained in the proposal.

By signing below, the bidder affirms that confidential treatment of material contained in the proposal is not requested.

Solicitation Number

Solicitation Title

Signature

Date

Printed Name, Title, Company

Section 2. Confidential Treatment Is Requested

The section must be completed, signed, and submitted with the proposal if bidder requests confidential treatment of any material contained in the proposal. Submission of a completed CT Form is required to request confidential treatment.

Provide the information in the table below. Bidder may add rows or additional pages using the same format shown in the table. Bidder must specifically identify the information to be protected as confidential and state the reasons why protection is necessary.

The CT Form will not be considered fully complete unless, for each confidentiality request, the bidder: (1) identifies the Proposal Page #, Section #, and Paragraph #, (2) identifies whether the material is a Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI), and (3) explains the specific legal grounds that support treatment of the material as TS, FI, or PI. Bidders must provide a complete justification as to how the material falls within the scope of an applicable FOIA Exemption or relevant case law. Bidders must not simply cite to an applicable exemption or case name. Bidders must also provide the contact information for the person at their organization authorized to respond to inquiries by the State concerning the material.

Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy”.

(1) Proposal Page #, Section #, Paragraph # (2) Material is Trade Secret (TS), Proprietary Financial Information (FI), Proprietary Information (PI) (3) Applicable FOIA Exemption with Written Justification (4) Bidder Contact Information

By signing below, the bidder affirms that confidential treatment of material contained in its proposal is requested and has attached to this form a redacted “Public Copy” of the bidder’s proposal.

Solicitation Number

Solicitation Title

Signature

Date

Printed Name, Title, Company

Michigan.gov/MiProcurement

Revision Date: 7/26/2021

VENDOR QUESTIONS WORKSHEET

Bidders must provide a detailed response to each question. “You” and “company” refers to the bidder.

Attach any supplemental information and appropriately reference within your response.

1. Contact Information

Bidder’s sole contact person during the RFP process. Include name, title, address, email, and phone number.

Person authorized to receive and sign a resulting contract. Include name, title, address, email, and phone number.

2. Company Background Information

Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP.

What state was the company formed in?

Phone number

Website address

Number of years in business and number of employees

Legal business name and address of parent company, if any

Has there been a recent change in organizational structure (e.g., management team) or control (e.g., merger or acquisition) of your company? If the answer is yes: (a) explain why the change occurred and (b) how this change has affected your company.

Discuss your company’s history. Has growth been organic, through mergers and acquisitions, or both?

Has Bidder (or any affiliates) ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company (or any affiliates) been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company (or any affiliates) defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

State your gross annual sales each of for the last 5 years.

If receiving a contract under this RFP will increase your gross revenue by more than 25% from last year’s sales, explain how the company will scale-up to manage this increase.

Describe partnerships and strategic relationships you think will bring significant value to the State.

State the physical address of the place of business that would have primary responsibility for this account if Bidder is awarded a contract under this RFP.

3. Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business Program

To demonstrate qualification as a qualified disabled veteran, you must provide:

(a) Proof of service and conditions of discharge (DD214 or equivalent);

(b) Proof of service-connected disability (DD214 if the disability was documented at discharge or Veterans Administration Rating Decision Letter or equivalent if the disability was documented after discharge); and

(c) Legal documents setting forth the ownership of the business entity.

In lieu of the documentation identified above, you may provide proof of certification by the National Veterans Business Development Council.

Enter the names of documents submitted with your proposal to demonstrate status as a qualified disabled veteran.

4. Participation in RFP Development or Evaluation

If you entered “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

If you entered “YES,” you are not eligible for contract award. An awarded vendor may not partner or subcontract with anyone to provide goods and services required under a resulting contract if that subcontractor or partner assisted in the development of this solicitation.

If you entered “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

5. State of Michigan Experience and Prior Experience

Does your company have experience working with the State of Michigan? If so, please provide a list (including the contract number) of the contracts you hold or have held with the State for the last 10 years.

Describe at least 3 relevant experiences from the last 5 years supporting your ability to successfully manage a contract of similar size and scope for the work described in this RFP.

Experience 1

Company name Contact name Contact role at time of project Contact phone Contact email

City State Zip

1. Project name and description of the scope of the project

2. What role did your company play?

3. How is this project experience relevant to the subject of this RFP?

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

Experience 2

Company name

Contact role at time of project

City

1. Project name and description of the scope of the project

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

Experience 3

Company name

Contact role at time of project

City

1. Project name and description of the scope of the project

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

1. Contract Terms

Bidder must affirm agreement with the attached Contract Terms. If not in agreement, written exceptions in accordance with the Evaluation Process section of the Proposal Instructions must be provided with Bidder’s proposal.

1. Michigan Economic Impact

Number of employees currently employed at locations within the State of Michigan

Number of additional employees to be employed at locations within the State of Michigan if awarded this Contract (if any)

Minimum wage paid to employees employed at locations within the State of Michigan

Average wage paid to employees employed at locations within the State of Michigan

Percentage of employees employed at locations within the State of Michigan that are covered by employer-provided health insurance

Labor and Environmental Laws Compliance

Bidder must disclose any violations of State or Federal labor and employment laws and regulations received within the last five years.

Bidder must disclose any violations of State or Federal environmental laws and regulations received within the last five years.

Supplier Diversity

Other

Attachment 1, Resume Templates

The Contractor must use the Résumé Summary Template provided in this attachment. Résumés for personnel should not exceed four (4) pages each in length.

Résumés for key personnel must include relevant skills, experience, and references.

It is acceptable for one person to fill multiple key positions for this project. However, a key résumé template must be completed for each key position to demonstrate that the required skills and experience are met and the proposal must demonstrate that the individual is assigned to the project for sufficient hours to meet the requirements of all roles for which they have been designated.

The State may evaluate such criteria as time spent by the personnel directly supporting similar solutions, and comparable size, scope and complexity of implementations accomplished.

The Contractor must submit a Letter of Commitment for key personnel who will be assigned to the Contract, signed by the identified resource, stating their commitment to work for the Contractor on this project contingent on award of the bid. If the identified personnel are currently assigned to another State project the Contractor must provide a letter signed by the State Program Manager releasing the individual from the other project upon execution of the Contract.

Proposed Resource Name:

If resource is associated with a subcontractor provide name of company:

Percentage of time resource will be allocated to project:

Contractor list the skills and experience that qualify the individual for the duties and responsibilities on this project for the proposed role. Provide the name of the project(s) and the year(s) the experience was obtained.

The experience requirements are restated as follows:

Description of skills and experience:

Name of project(s) and year(s) experience was obtained:

Excellent communication and organization skills required

Ability to motivate and guide staff to ensure accurate, efficient, and timely delivery of service Does resource have this required skill: Yes ¨ or No ¨

Description of skills and experience:

Name of project(s) and year(s) experience was obtained:

Education: Bachelor’s degree Certification: Project Management Professional or Scrum Certification List your degree and the conferring institution:

List client references for work performed to meet the requirements stated above, and all projects the proposed resource has worked on in the last three (3) years. A minimum of three (3) references are required. By submission of this information, the Contractor and identified key person authorize the State of Michigan to contact references and previous employers provided to verify the accuracy of the information. Provide the identified information for each:

Client/Project:

Employer:

Title/Percentage of time:

Description:

Client/Project:

Employer:

Title/Percentage of time:

Description:

Client/Project:

Employer:

Title/Percentage of time:

Description:

EDUCATION

Education

Degree (i.e. PhD, Master’s, Bachelors)

Year Completed:

University

Additional Education

Degree (i.e. PhD, Master’s, Bachelors)

Year Completed:

Minor area of study:

University

TRAINING – Provide any relevant technical or professional training related to the role resource will be providing on this project.

Technical or Professional Training

Course Name

Date taken

Certifications/Affiliations

Name

Topic/Description

Date completed

Proposed Resource Name:

If resource is associated with a subcontractor provide name of company:

Percentage of time resource will be allocated to project:

Contractor list the skills and experience that qualify the individual for the duties and responsibilities on this project for the proposed role. Provide the name of the project(s) and the year(s) the experience was obtained.

The experience requirements are restated as follows:

Excellent communication and organization skills required

Ability to motivate and guide staff to ensure secure, accurate, efficient, and timely delivery of service Does resource have this required skill: Yes or No

Description of skills and experience:

Name of project(s) and year(s) experience was obtained:

Education: Bachelor’s degree Certification: Security certifications actively held List your degree and the conferring institution and active security certifications:

List client references for work performed to meet the requirements stated above, and all projects the proposed resource has worked on in the last three (3) years. A minimum of three (3) references are required. By submission of this information, the Contractor and identified key person authorize the State of Michigan to contact references and previous employers provided to verify the accuracy of the information. Provide the identified information for each:

Client/Project:

Employer:

Title/Percentage of time:

Description:

Client/Project:

Employer:

Title/Percentage of time:

Description:

Client/Project:

Employer:

Title/Percentage of time:

Description:

EDUCATION

Education

Degree (i.e. PhD, Master’s, Bachelors)

Year Completed:

University

Additional Education

Degree (i.e. PhD, Master’s, Bachelors)

Year Completed:

Minor area of study:

University

TRAINING – Provide any relevant technical or professional training related to the role resource will be providing on this project.

Technical or Professional Training

Course Name

Date taken

Certifications/Affiliations

Name

Topic/Description

Date completed & current expiration

SOFTWARE TERMS AND CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and [INSERT COMPANY NAME] (“Contractor”), a [INSERT STATE & ENTITY STATUS, E.G., A MICHIGAN CORPORATION OR A TEXAS LIMITED LIABILITY COMPANY]. This Contract is effective on [MONTH, DAY, YEAR] (“Effective Date”), and unless terminated, will expire on [MONTH, DAY, YEAR] (the “Term”).

This Contract may be renewed for up to [Insert # of Renewal Options] additional [Insert # of Years Per Renewal Option] year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.]

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 9.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 and a Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 17.2(b).

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Schedule.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by law to be closed for business.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Change” has the meaning set forth in Section 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

“Change Request” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 22.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in a Statement of Work.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the Solicitation Type.

“Contractor Hosted” means the Hosted Services are provided by Contractor or one or more of its Permitted Subcontractors.

“Contractor Personnel” means all employees of Contractor or any subcontractors or Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor Project Manager” means the individual appointed by Contractor and identified in a Statement of Work to serve as the primary contact with regard to services, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“Deliverables” means the Software, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work and all Work Product.

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Section 23.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 21.1.

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for remote electronic access and use by the State and its Authorized Users, including any services and facilities related to disaster recovery obligations.

“Implementation Plan” means the schedule included in a Statement of Work setting forth the sequence of events for the performance of Services under a Statement of Work, including the Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 9.2(a).

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract or have access to State Data.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing Schedule” means the schedule attached…