Michigan.gov/MiProcurement Proposal Instructions Department of Technology, Management and Budget - Procurement Mailing Equipment, Supplies and Maintenance Request for Proposal No. 260000000522 Solicitation Manager Name: Melissa Beck Direct Phone: 517-897-1502 Email: Beckm3@michigan.gov Main Phone: 1-855-MI-PURCH 1-855-647-8724 This is a Request for Proposal (RFP) for:

Postage and mail Equipment RFP Timeline

*A bidder’s proposal received at 11:50:01 p.m. Eastern is late and subject to disqualification.

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

PROPOSAL PREPARATION. The State recommends reading all RFP 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 RFP Structure and Documentation table below. References and links to websites or external sources will not be used in lieu of providing the information requested in the RFP 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 will be posted on the State’s publicly available website after bidders are notified of the award RFP Structure and Documentation

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

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

3. 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 may be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

4. 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 30 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 may 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 may 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 may 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 are notified of the award recommendation.

5. EVALUATION PROCESS. The State may evaluate each proposal based on the following factors:

Proposals receiving 80 or more technical evaluation points may have pricing evaluated and 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 may 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. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms. Nevertheless, the bidder may submit proposed changes to the Contract Terms 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. General statements, such as that the bidder reserves the right to negotiate the terms and conditions, may be considered non-responsive. Failure to respond timely to requests for proposed changes to Contract Terms during ongoing negotiations may be cause for disqualification.

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; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

6. 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 RFP was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

7. 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.

8. RESERVATIONS. The State reserves the right to:

a. Disqualify a bidder for failure to follow these instructions.

b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, 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 RFP are met.

c. 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.

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

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

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

g. 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.

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

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

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

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

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

9. AWARD RECOMMENDATION. The contract may be awarded to the responsive and responsible bidder who offers the best value to the State, as determined by the State. Best value may 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 may post an Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS or in the manner it was originally published.

10. DEBRIEF MEETING AND BID PROTEST. The State may publish an Award Recommendation and Evaluation Synopsis which may 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 11:50 am, 5 business days business days after the Award Recommendation and Evaluation Synopsis is posted on SIGMA VSS. The State reserves the right to adjust this timing and may publish any change.

Additional information about the protest process is available at DTMB - Programs and Policies (michigan.gov) under the “Bidder Protests” link.

11. STATE ADMINISTRATIVE BOARD. Contracts equal to $250,000 or greater than 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.

12. GENERAL CONDITIONS. The State may not be liable for any costs, expenses, or damages incurred by a bidder participating in this solicitation. The bidder agrees that its proposal may be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal may 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 RFP is not an offer to enter into a contract. This RFP 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 may 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.

13. 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.

a. SUBMIT A COMPLETED CONFIDENTIAL TREATMENT FORM WITH YOUR BID. Completion and submission of the Confidential Treatment Form (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 an award recommendation.

Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment of certain information. Bidder must also submit a copy of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “PUBLIC COPY.”

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 the CT Form instructions, the proposal, in its entirety, may be publicly disclosed by the State without redaction after an award recommendation.

b. 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.

c. NO ADVICE. The State may 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 may modify or amend requirements and obligations imposed on the State by FOIA or other applicable law. The State is not obligated to notify a bidder if a FOIA request for bidder’s proposal is received nor if bidder’s proposal is made available to the public.

d. 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.

e. 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.

f. 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 may 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 may 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.

Confidential Treatment Form INSTRUCTIONS. A signed and dated Confidential Treatment Form (CT Form) must be submitted with your proposal, regardless of whether your proposal contains confidential information.

1. Complete either Section 1 or Section 2 of this form and sign where indicated. Do not complete both sections. Note: Completion of Section 2 is required to request confidential treatment.

2. This form must be signed by the individual who signed the bidder’s proposal.

Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive.

In addition, failure to follow the instructions on this form or to properly complete and submit it may result in the entire proposal being publicly disclosed by the State without redaction after an 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 the bidder does not request confidential treatment of any material contained in the proposal. If this section is completed, do not complete Section 2.

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

RFP Number

RFP Title

Signature

Date

Printed Name, Title, Company

Section 2. CONFIDENTIAL TREATMENT IS REQUESTED Bidders must complete, sign, and submit this section with the proposal, to request confidential treatment of any material contained in the proposal. If this section is completed, do not complete Section 1.

Bidders must specifically identify the information to be protected as confidential and/or proprietary and state the reasons why protection is necessary. As shown in the table below, the following details are required for each confidentiality request.

1. The proposal page number, section number, and paragraph number.

2. Whether the material referenced is Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI). Bidders may not request confidential treatment of resumes, pricing, and marketing materials.

3. An explanation of the specific legal grounds that support treatment of the material as TS, FI, or PI and 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 an applicable exemption or case name.

4. The person at their organization authorized to respond to inquiries by the State concerning the material and their contact information.

REQUIRED: Bidders completing this section must also submit a copy of the proposal with the trade secret, financial, and proprietary information redacted and clearly label this redacted copy 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

Bidders may add rows or additional pages using the same format shown in the table.

State of Michigan FOIA Requests 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.

The State is not obligated to notify a bidder if a FOIA request for bidder’s proposal is received nor if bidder’s proposal is made available to the public. This form, and any additional justification letters, are not exempt from release under FOIA.

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

RFP Number

RFP Title

Signature

Date

Printed Name, Title, Company

Vendor Questions Worksheet Provide a detailed response to each question. “You” and “company” refers to the bidder.

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, phone number and vendor customer code in SIGMA VSS.

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.

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 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 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 of its related business entities 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 for each of the last 5 years.

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

Describe partnerships and strategic relationships you think may 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.

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.

Participation in RFP Development or Evaluation

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

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

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.

Software Terms and Conditions

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.

Insurance Requirements

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, Antidiscrimination and Environmental Laws Compliance

Bidder must disclose any violations of state or federal labor, antidiscrimination and employment laws and regulations received within the past five years.

Bidder must disclose any violations of state or federal environmental laws and regulations received within the past five years.

Prevailing Wage

Software Terms and Conditions The State may choose not to accept any redlines proposed by Bidders after the initial bid submission. Additionally, Bidders who provide redlines as part of their initial bid submission but fail to note justifications for each redline provided, may be disqualified.

Attention resellers and implementors: If Bidder is not the publisher of the proposed Software and / or using a Hosting Provider, please affirm your agreement that all third party Hosting Providers or Software publishers upon which your bid is based will be named Permitted Subcontractors and all terms will flow down through Bidder/Contractor to subcontractor to be responsible for all Terms and Conditions and Schedules regarding the provision of the Solution including, but not limited to, the security obligations as outlined in the Data Security Schedule and Section 26 of the Terms.

BIDDER RESPONSE: Yes / No

This Contract is agreed to between the State of Michigan (“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 May, 14, 2027 (“Effective Date”), and unless terminated, will expire on May 14, 2032[MONTH, DAY, YEAR] (“Term”).

This Contract may be renewed for up to 5 additional 1-year periods. Renewal is at the sole discretion of the State and will automatically extend the Term. The State will document its exercise of renewal options via a Change Notice.

1. Contract Composition. This Contract is composed of the following:

Notice of Contract Terms and Conditions Schedule A - Statement of Work Schedule B - Pricing Schedule Schedule C - Insurance Schedule Schedule D - Service Level Agreement Schedule E - Data Security Requirements Schedule F - Disaster Recovery Plan Schedule G - Transition Plan Schedule H1 – Hardware – State Ownership Schedule H2 – Hardware – Contractor Ownership Schedule I - System Acceptance Testing Schedule J - Federal Provision Addendum Subsequent Contract Change Notices, if any

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received:

(a) when verified by written receipt if sent by courier;

(b) when received if sent by mail without verification of receipt; or

(c) when verified by automated receipt or electronic logs if sent by email.

Melissa Beck 320 S. Walnut St.

Lansing, MI 48933 BeckM3@michigan.gov 517-897-1502 [Name] [Street Address] [City, State, Zip] [Email] [Phone]

3. Duties of Contractor. Contractor will provide the Solution as set forth in this Contract and the Statement(s) of Work.

3.1 Statement of Work. No Statement of Work will be effective unless incorporated into this Contract at execution or via a Contract Change Notice. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of its obligations in accordance with this Contract is strictly required.

3.2 Change Control Process. The State may submit a Change Request to Contractor. Upon the State’s submission of a Change Request, the parties will evaluate and implement any changes to this Contract in accordance with this Section.

(a) Within 20 Business Days following receipt of a Change Request, Contractor will provide the State with a Change Proposal, setting forth:

(i) a detailed written description of the proposed change;

(ii) any additional resources that Contractor deems necessary to carry out the proposed changes; and

(ii) any increase or decrease in Fees resulting from the proposed change.

(b) Within 30 Business Days following the State’s receipt of a Change Proposal, the State will by written response to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, each party’s Contract Administrator will sign a Change Notice.

(c) However, if the parties fail to enter into a Change Notice within 15 Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform or provide the Solution under the existing Statement of Work without the change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Subsection 16.1.

(d) No change will be effective until the parties have executed a Change Notice. Notwithstanding the foregoing, no Change Notice executed after the Effective Date will be construed to amend or modify this Contract in any way, unless it specifically states its intent to do so and cites the section or sections amended. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays, or Fee increases. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Solution as described in this Contract are considered part of the Solution and, thus, will not be considered a change necessitating a Change Notice. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Nonconformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

3.3 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States;

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s Confidential Information as those contained in this Contract; and

(iii) upon request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

(e) Use of Offshore Resources that have Access to State Data or create Work Product is prohibited.

3.4 Reserved.

3.5 Reserved.

3.6 Subcontractors. Contractor will ensure its subcontractors comply with all applicable terms of this Contract. Without limiting the foregoing, Contractor will:

(a) be responsible and liable for the acts, omissions and any failure to comply with the terms of this Contract of each such subcontractor to the same extent as if such acts, omissions or failure were by Contractor or its employees; and

(b) be responsible for all fees and expenses payable to, by or on behalf of each subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits.

3.7 Permitted Subcontractors. All Contractor responsibilities related to subcontractors, as set forth in Section 3.6 above, apply to Permitted Subcontractors. Contractor must obtain prior written approval from the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract. Contractor must notify the State of the location of the Permitted Subcontractor.

3.8 Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. 4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

5. Terms of Use of the Software. [Bidder please select the appropriate license type(s) for the Solution.]

5.1 [(Alternate) If Contractor provides the State with a license to use its Software indefinitely, then] Perpetual License. Contractor hereby grants to the State and its Authorized Users a non-exclusive, royalty-free, perpetual, irrevocable, right and license to use the Software and Documentation in accordance with the Contract. Additionally, the State is authorized to make copies of the Software for backup, disaster recovery, archival purposes, and to establish a test environment to conduct Acceptance Testing.

5.1 (Alternate) [If Contractor provides the State with a license limited to only the term of the contract but allows the software to be hosted and used within the State’s or Contactor’s environment.] Term License. Contractor hereby grants to the State and its Authorized Users a non-exclusive, royalty-free, irrevocable, right and license during the Term to use and reproduce the Software and Documentation in accordance with the Contract. Additionally, the State is authorized to make copies of the Software for backup, disaster recovery, archival purposes, and to establish a test environment to conduct Acceptance Testing.

5.1 (Alternate) [If the Software is offered as SaaS, then] Subscription.

During the Term the State may:

(a) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s governmental purposes, including for Processing State Data;

(b) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software;

(c) prepare, reproduce, print, download and use a reasonable number of copies of the Specifications and Documentation for any use of the Software under this Contract; and

(d) access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Software hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s or its Authorized Users’ use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described in Subsection 5.4 below.

5.2 Restrictions. The State will not:

(a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in any Statement of Work;

(b) reverse engineer or decompile the Software, make derivative works, modify, adapt or copy the Software except as is expressly permitted by Contractor or required to be permitted by law;

(c) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable law; or

(d) sub-license the use of the Software or any accompanying Documentation, except as is expressly permitted by Contractor.

5.3 Fees. The State will pay Contractor the corresponding Fees set forth in the Pricing Schedule for use of the Software. Such Fees will be Contractor’s sole and exclusive remedy for use of the Software, including any excess use.

5.4 Certification. To the extent that a License granted to the State is not unlimited, Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with this Section. Such written certification may occur no more than once in any 24-month period during the Term. The State will respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in the Pricing Schedule, and the unpaid license and support fees will be payable in accordance with the terms of this Contract. Payment under this provision will be Contractor’s sole and exclusive remedy to cure these issues.

5.5 State License Grant to Contractor. The State hereby grants to Contractor a limited, non-exclusive, non-transferable license during the Term to:

(a) use the State's (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and

(b) display, reproduce, distribute and transmit in digital form the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to Contractor by the State.

Use of the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos will be specified in the applicable Statement of Work. Contractor is provided with a limited license to State Materials for the sole and exclusive purpose of providing the Solution.

6. Third-Party Components. At least 30 calendar days prior to adding new third-party components, Contractor will provide the State with notification information identifying and describing the addition. Throughout the Term, on an annual basis, Contractor will provide updated information identifying and describing any third-party components included in the Software.