RFP NSP7149 Z1, CentralSquare Technologies.pdf

Nebraska State Patrol

RFP NSP7149 Z1

Computer Aided Dispatch and Mobile Data System

July 22, 2024

A Public Safety Software Solution

State of Nebraska | Nebraska State Patrol

RFP NSP7149 Z1

Computer Aided Dispatch and Mobile Data System

1000 Business Center Drive, Lake Mary, FL 32746

(833) 278-7877 | www.centralsquare.com

July 22, 2024

Jason Dean, Procurement Officer Nebraska State Patrol 4600 Innovation Drive Lincoln, NE 68521

RFP NSP7149 Z1 for Computer Aided Dispatch and Mobile Data System for the Nebraska State Patrol

Dear Procurement Officer Dean:

CentralSquare Technologies, LLC (CentralSquare) is pleased to respond to the above-referenced Request for Proposal for the Nebraska State Patrol (NSP). CentralSquare’s comprehensive solution for the NSP consists of:

ONESolution CAD: a high-performance computer-aided dispatch system

ONESolution MCT: a mobile data system that extends the power of CAD into the field

CentralSquare’s solution will save the NSP time, keep its officers safer, and provide the field intelligence necessary to keep the NSP responsive to their community’s public safety needs.

As the undisputed leading provider of public safety solutions, CentralSquare is confident that its solution:

Meets the requirements and goals stated within the RFP

Provides the maximum integration of the NSP’s public safety entities

Offers exemplary 24x7 customer support

Helps keep the officers and citizens of Nebraska safer and more secure

The following individuals are available to discuss the NSP’s project in more detail:

Trevor Milton, Account Executive

(586) 419-8024 Mobile trevor.milton@centralsquare.com

Damon Marquis, Regional Sales Director

(314) 614-8727 Mobile damon.marquis@centralsquare.com

CentralSquare welcomes the opportunity to provide the NSP with a demonstration of its robust solution and looks forward to partnering with the NSP in the success of this project.

Sincerely, Barry Medintz General Counsel

A personal greeting from Trevor Milton, Account Executive.

Docusign Envelope ID: 4E0CECE4-146F-40B0-8E6A-D2AE5BDC4E6A http://www.centralsquare.com/ mailto:trevor.milton@centralsquare.com mailto:damon.marquis@centralsquare.com

RFP NSP7149 Z1 for Computer Aided Dispatch and Mobile Data System

Table of Contents

Disclaimer II. Terms and Conditions III. Contractor Duties IV. Payment

ONESolution On-Premise Model System Hardware/Software ONESolution Cloud Model System Hardware/Software

Pricing Assumptions Payment Terms

V. Project Description and Scope of Work VI. Proposal Instructions

A. Proposal Submission

1. Corporate Overview

2. Technical Approach

Other Requirements Form A – Bidder Proposal Point of Contact Request for Proposal for Contractual Services Form

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Disclaimer The terms and conditions contained in this proposal will automatically expire 180 days from the date of the proposal, unless renewed, extended, or terminated earlier by written notice from CentralSquare Technologies, LLC. Unless otherwise stated, taxes that may be applicable are not reflected and will need to be paid by the client.

Any modification pricing provided in this proposal is an estimate only. A detailed analysis of NSP’s specific requirements is needed prior to providing exact pricing.

If applicable, the prices for hardware and system software products and services are subject to change and are submitted for the State’s and/or NSP’s information only. The terms and policies of the hardware vendor govern any portion of this proposal related to hardware and system software products and services.

This proposal is protected by copyright law and contains proprietary information and confidential trade secrets belonging to CentralSquare. This proposal is furnished and accepted on the express condition that portions of it shall not be duplicated or disclosed, in whole or in part, except to staff and agents when necessary for evaluation purposes, without prior written consent of CentralSquare. Those confidential portions include, but are not limited to, diagrams. All such proprietary information is clearly marked for convenience. Any portions of this proposal that are not marked proprietary or confidential shall be available for public disclosure.

©2024 All Rights Reserved.

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II. Terms and Conditions Bidders should complete Sections II thru VI as part of their proposal. Bidder is expected to read the Terms and Conditions and should initial either accept, reject, or reject and provide alternative language for each clause. The bidder should also provide an explanation of why the bidder rejected the clause or rejected the clause and provided alternate language. By signing the Request for Proposal, bidder is agreeing to be legally bound by all the accepted terms and conditions, and any proposed alternative terms and conditions submitted with the proposal. The State reserves the right to negotiate rejected or proposed alternative language. If the State and bidder fail to agree on the final Terms and Conditions, the State reserves the right to reject the proposal. The State of Nebraska is soliciting proposals in response to this Request for Proposal. The State of Nebraska reserves the right to reject proposals that attempt to substitute the bidder’s commercial contracts and/or documents for this Request for Proposal.

The bidders should submit with their proposal any license, user agreement, service level agreement, or similar documents that the bidder wants incorporated in the Contract. The State will not consider incorporation of any document not submitted with the bidder’s proposal as the document will not have been included in the evaluation process. These documents shall be subject to negotiation and will be incorporated as addendums if agreed to by the Parties.

If a conflict or ambiguity arises after the Addendum to Contract Award have been negotiated and agreed to, the Addendum to Contract Award shall be interpreted as follows:

1. If only one Party has a particular clause, then that clause shall control,

2. If both parties have a similar clause, but the clauses do not conflict, the clauses shall be read together,

3. If both Parties have a similar clause, but the causes conflict, the State’s clause shall control.

A. General

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

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1. The contract resulting from this Request for Proposal shall incorporate the following documents:

a. Request for proposal, including any attachments and addenda;

b. Amendments to the Request for Proposal;

c. Questions and Answers;

d. Bidder’s properly submitted proposal, including any terms and conditions or agreements submitted by the bidder; and

e. Amendments and Addendums to the Contract.

These documents constitute the entirety of the contract.

Unless otherwise specifically stated in a future contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document:

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1) Amendment or Addendum to the executed Contract with the most recent dated amendment or addendum having the highest priority, 2) Amendments to the Request for Proposal, 3) Questions and Answers, 4) the original Request for Proposal document and any Addenda or attachments, and 5) the Contractor’s submitted Proposal, including any terms and conditions or agreements that are accepted by the State.

Unless otherwise specifically agreed to in writing by the State, the State’s standard terms and conditions, as executed by the State, shall always control over any terms and conditions or agreements submitted or included by the Contractor.

Any ambiguity or conflict in the contract discovered after its execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

B. Notification

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

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CentralSquare respectfully proposes that the final negotiated contract shall include all applicable terms and conditions and will reflect the mutually agreed upon project.

The RFP provides the State’s subjective criteria, to which Proposers have provided subjective responses based on the content of the RFP. The final negotiated contract and statement of work will provide the objective criteria for the project. CentralSquare proposes that the order of precedence be revised as follows:

1. Amendments to the Agreement

2. The Agreement

3. The Statement of Work

4. The RFP as modified by the Proposer’s response thereto.

CentralSquare proposes to discuss an order of precedence with the State that ensures the final negotiated contract including its exhibits be given priority as the final contract will provide the objective criteria for the negotiated project.

Bidder and State shall indemnify the contract manager who shall serve as the point of contact for the executed contract.

Communications regarding the executed contract shall be in writing and shall be deemed to have been given if delivered personally; electronically, return receipt requested; or mailed, return receipt requested.

All notices, requests, or communications shall be deemed effective upon receipt.

Either party may change its address for notification purposes by giving notice of the change and setting forth the new address and an effective date.

C. Buyer’s Representative

The State reserves the right to appoint a Buyer’s Representative to manage or assist the Buyer in managing the contract on behalf of the State. The Buyer's Representative will be appointed in writing, and the appointment document will specify the extent of the Buyer's Representative authority and

Page | 4 responsibilities. If a Buyer's Representative is appointed, the bidder will be provided a copy of the appointment document and is expected to cooperate accordingly with the Buyer's Representative. The Buyer's Representative has no authority to bind the State to a contract, amendment, addendum, or other change or addition to the contract.

D. Governing Law (Nonnegotiable)

Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

E. Discounts

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

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Prices quoted shall be inclusive of ALL trade discounts. Cash discount terms of less than thirty (30) days will not be considered as part of the proposal. Cash discount periods will be computed from the date of receipt of a properly executed claim voucher or the date of completion of delivery of all items in a satisfactory condition, whichever is later.

F. Prices

Accept (Initial)

Reject (Initial)

CentralSquare is amenable to holding pricing firm for a fixed period to be negotiated during contract negotiations. For clarification, annual subscription, maintenance, and support fees are subject to increase at a rate of 5% yearly, due at the time of annual renewal.

Prices quoted shall be net, including transportation and delivery charges fully prepaid by the bidder, F.O.B. destination named in the Request for Proposal. No additional charges will be allowed for packing, packages, or partial delivery costs. When an arithmetic error has been made in the extended total, the unit price will govern.

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All prices, costs, and terms and conditions submitted in the proposal shall remain fixed and valid commencing on the opening date of the proposal until an award is made or the Request for Proposal is cancelled.

Prices submitted on the cost proposal form, once accepted by the State, shall remain fixed for the first five (5) years of the contract. Any request for a price increase subsequent to the five (5) years of the contract shall not exceed three percent (3 %) of the price proposed for the period. Increases shall not be cumulative and will only apply to that period of the contract. The request for a price increase must be submitted in writing to the Nebraska State Patrol a minimum of 120 days prior to the end of the current contract period. Documentation may be required by the State to support the price increase.

The State reserves the right to deny any requested price increase. No price increases are to be billed to any State Agencies prior to written amendment of the contract by the parties.

The State will be given full proportionate benefit of any decreases for the term of the contract.

G. Beginning of Work and Suspension of Services

Accept (Initial)

Reject (Initial)

In the event that the State chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Contract, such then current pricing will apply. Any State requested delays to the Project Schedule will be mutually agreed upon in writing and may result in additional fees for reallocation of resources, including applicable travel expenses. CentralSquare will not be responsible for failure to fulfill its obligations or liable for damages resulting from such delay or suspension. CentralSquare will be paid for all fees and expenses earned up to the date of such suspension.

Because CentralSquare resources are allocated for each project based upon the mutually agreed upon Project Schedule, any Client requested or caused delays to the Project Schedule will require CentralSquare to reallocate resources. Such changes to the Project Schedule must be mutually agreed upon in writing and may result in additional fees for reallocation of resources, including applicable travel expenses.

The bidder shall not commence any billable work until a valid contract has been fully executed by the State and the successful Contractor. The Contractor will be notified in writing when work may begin.

The State may, at any time and without advance notice, require the Contractor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Contractor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the

Page | 6 period of suspension. The suspended performance or deliverables may only resume when the State provides the Contractor with written notice that such performance or deliverables may resume, in whole or in part.

H. Amendment

This Contract may be amended in writing, within scope, upon the agreement of both parties.

I. Change Orders or Substitutions

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The State and the Contractor, upon the written agreement, may make changes to the contract within the general scope of the Request for Proposal. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Contractor may not claim forfeiture of the contract by reasons of such changes.

The Contractor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Contractor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Contractor’s proposal, were foreseeable, or result from difficulties with or failure of the Contractor’s proposal or performance.

No change shall be implemented by the Contractor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

***Contractor will not substitute any item that has been awarded without prior written approval of Nebraska State Patrol***

J. Record of Vendor Performance

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or Request for Proposal specifications. In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Vendor Performance Notice”). The State may also document the Vendor’s performance in a report, which may or may not be provided to the vendor (“Vendor Improvement Request”). The Vendor shall respond to any Vendor Performance Notice or Vendor Improvement Request in accordance with such notice or request. At the sole discretion of the State, such Vendor Performance Notices and Vendor Improvement Requests may be placed in the State’s

Page | 7 records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity.

K. Corrective Action Plan

If Contractor is failing to meet the Scope of Work, in whole or in part, the State may require the Contractor to complete a corrective action plan (“CAP”). The State will identify issues with the Contractor’s performance and will set a deadline for the CAP to be provided. The Contractor must provide a written response to each identified issue and what steps the Contractor will take to resolve each issue, including the timeline(s) for resolution. If the Contractor fails to adequately provide the CAP in accordance with this section, fails to adequately resolve the issues described in the CAP, or fails to resolve the issues described in the CAP by the relevant deadline, the State may withhold payments and exercise any legal remedy available.

L. Notice of Potential Contractor Breach

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

If Contractor breaches the contract or anticipates breaching the contract, the Contractor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach. By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

M. Breach

Accept (Initial)

Reject (Initial)

CentralSquare agrees with this section, with the exception of any substitute performance. CentralSquare will not agree to substitute performance including but not limited to replacement costs, re-procurement costs, or expenses stemming from finding such replacement.

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email to the contractor’s point of contact with acknowledgement from the contractor, Certified Mail - Return Receipt Requested, or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time. In case of default of the Contractor, the State may contract the service from other sources and hold the Contractor responsible for any excess cost occasioned thereby.

The State’s failure to make payment shall not be a breach, and the Contractor shall retain all available statutory remedies and protections.

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N. Non-Waiver of Breach

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

O. Severability

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the provision held to be invalid or illegal.

P. Indemnification

Accept (Initial)

Reject (Initial)

1. GENERAL

CentralSquare will indemnify and hold harmless the State for direct damages arising from the negligent or wrongful acts or omissions of CentralSquare, its employees or agents, subject to a limitation of liability provision as further defined in section 13 (copied below for reference) of CentralSquare Solutions Agreement:

13. Indemnification.

13.1. CentralSquare Indemnification. CentralSquare

shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors.

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Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

13.2. Customer Indemnification. To the extent allowable

by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors.

Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.

2. INTELLECTUAL PROPERTY

CentralSquare will, at its expense, defend against third party claims for copyright or trade secret infringement by the CentralSquare software, provided that the State notifies CentralSquare in writing of such claims, and provided further that the software has not been modified by the State.

However, CentralSquare cannot provide defense against third party claims of infringement for items to which CentralSquare does not own the copyright or patent.

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5. ALL REMEDIES AT LAW

CentralSquare requests to discuss any remedies with the State during contract negotiation.

1. GENERAL

The Contractor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all third party claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State for personal injury, death, or property loss or damage, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Contractor, its employees, Subcontractors, consultants, representatives, and agents, resulting from this contract, except to the extent such Contractor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

2. INTELLECTUAL PROPERTY

The Contractor agrees it will, at its sole cost and expense, defend, indemnify, and hold harmless the indemnified parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by the Contractor or its employees, Subcontractors, consultants, representatives, and agents; provided, however, the State gives the Contractor prompt notice in writing of the claim. The Contractor may not settle any infringement claim that will affect the State’s use of the Licensed Software without the State’s prior written consent, which consent may be withheld for any reason.

If a judgment or settlement is obtained or reasonably anticipated against the State’s use of any intellectual property for which the Contractor has indemnified the State, the Contractor shall, at the Contractor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State with a non-infringing substitute that provides the State the same functionality. At the State’s election, the actual or anticipated judgment may be treated as a breach of warranty by the Contractor, and the State may receive the remedies provided under this Request for Proposal.

3. PERSONNEL

The Contractor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel, including subcontractor’s and their employees, provided by the Contractor.

4. SELF-INSURANCE

The State of Nebraska is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81-8,239.01. If there is a presumed loss under the provisions of this agreement, Contractor may file a claim with the Office of Risk Management pursuant to Neb. Rev.

Stat. §§ 81-8,239.01 to 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Neb. Rev. Stat. § 81-8,294), Tort (Neb. Rev. Stat. §

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81-8,209), and Contract Claim Acts (Neb. Rev. Stat. § 81-8,302), as outlined in state law and accepts liability under this agreement only to the extent provided by law.

5. ALL REMEDIES AT LAW

Nothing in this agreement shall be construed as an indemnification by one Party of the other for liabilities of a Party or third parties for property loss or damage or death or personal injury arising out of and during the performance of this contract. Any liabilities or claims for property loss or damages or for death or personal injury by a Party or its agents, employees, contractors or assigns or by third persons, shall be determined according to applicable law.

6. The Parties acknowledge that Attorney General for the State of Nebraska is required to represent the legal interests of the State, and that any provision of this indemnity clause is subject to the statutory authority of the Attorney General.

Q. Attorney’s Fees

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

In the event of any litigation, appeal, or other legal action to enforce any provision of the contract, the Parties agree to pay all expenses of such action, as permitted by law and if ordered by the court, including attorney's fees and costs, if the other Party prevails.

R. Liquidated Damages

Accept (Initial)

Reject (Initial)

Upon notification of award, CentralSquare respectfully requests to discuss this provision further with the State to address non-CentralSquare caused delays, including but not limited to delays caused by the State or its employees or agents; as well as a reasonable cap on the amount of liquidated damages that may be assessed for not meeting the mutually agreed upon go live date (date of live operational use).

Upon agreement of go-live and sign-off dates by the parties, which must be agreed on within 90 days of effective date, these dates will be mandatory contractual milestones.

Go-live grace period: 120 days

Sign-off grace period: 120 days

The Contractor must achieve a go-live that is signed off as acceptable by the Customer. Upon 120 days past the agreed upon go-live date, a penalty will be enacted on the Contractor for $1,000/day for each day past the 120 days grace period.

The Contractor must achieve a sign-off that is signed off as acceptable by the Customer. Upon 120 days past the agreed upon sign-off date, a penalty will be enacted on the Contractor for $500/day for each day past the 120 days grace period.

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For support related issues:

Priority (1) items

If the issue is not resolved as state within (5) days, a $500 a day penalty will be assessed until it is resolved.

Priority (2) items

If the issue is not resolved within (10) days, a $250 a day penalty will be assessed until it is resolved.

S. Assignment, Sale, or Merger

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

Either Party may assign the contract upon mutual written agreement of the other Party. Such agreement shall not be unreasonably withheld.

The Contractor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Contractor’s business. Contractor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Contractor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

T. Contracting with Other Nebraska Political Subdivisions of the State or Another State

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

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The Contractor may, but shall not be required to, allow agencies, as defined in Neb. Rev. Stat. § 81-145(3), to use this contract. The terms and conditions, including price, of the contract may not be amended. The State shall not be contractually obligated or liable for any contract entered into pursuant to this clause. A listing of Nebraska political subdivisions may be found at the website of the Nebraska Auditor of Public Accounts.

The Contractor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract. The terms and conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties.

The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.

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U. Force Majeure

Accept (Initial)

Reject (Initial)

CentralSquare proposes that the mutual force majeure provision provide flexibility for both parties beyond thirty (30) days depending on the circumstances of the Force Majeure occurrence. Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance from such occurrence. In the event of any such Force Majeure occurrence, delivery or performance shall be extended for a period of time equal to the length of time affected by the event giving rise to the delay, with any additional time to compensate, if necessary, being agreed upon by CentralSquare and State. The party affected by a Force Majeure occurrence hereunder, shall provide written notice to the other party of such delay as soon as reasonably possible.

Neither Party shall be liable for any costs or damages, or for default resulting from its inability to perform any of its obligations under the contract due to a natural or manmade event outside the control and not the fault of the affected Party (“Force Majeure Event”) that was not foreseeable at the time the Contract was executed. The Party so affected shall immediately make a written request for relief to the other Party and shall have the burden of proof to justify the request. The other Party may grant the relief requested;

relief may not be unreasonably withheld. Labor disputes with the impacted Party’s own employees will not be considered a Force Majeure Event.

V. Confidentiality

Accept (Initial)

Reject (Initial)

Following contract award, CentralSquare will negotiate in good faith with the State to reach a mutually agreeable confidentiality provision that addresses the protection of both CentralSquare’s and the State’s confidential information. CentralSquare’s standard confidentiality provision can be found at Section 7 of CentralSquare Solutions Agreement.

All materials and information provided by the Parties or acquired by a Party on behalf of the other Party shall be regarded as confidential information. All materials and information provided or acquired shall be handled in accordance with federal and state law, and ethical standards. Should said confidentiality be breached by a Party, the Party shall notify the other Party immediately of said breach and take immediate corrective action.

It is incumbent upon the Parties to inform their officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a (i)(1), which is made applicable by 5 U.S.C. 552a (m)(1), provides that any officer or employee, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations

Page | 14 established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

W. Early Termination

Accept (Initial)

Reject (Initial)

In the event the State terminates the Agreement for convenience, CentralSquare requires 90 days written notice.

There is no early termination penalty; however, the State shall not receive a refund for any pre-paid services.

The Contract may be terminated as follows:

1. The State and the Contractor, by mutual written agreement, may terminate the contract, in whole or in part, at any time.

2. The State, in its sole discretion, may terminate the contract, in whole or in part, for any reason upon thirty (30) calendar day’s written notice to the Contractor. Such termination shall not relieve the Contractor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Contractor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

3. The State may terminate the contract, in whole or in part, immediately for the following reasons:

a. if directed to do so by statute,

b. Contractor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business,

c. a trustee or receiver of the Contractor or of any substantial part of the Contractor’s assets has been appointed by a court,

d. fraud, misappropriation, embezzlement, malfeasance, misfeasance, or illegal conduct pertaining to performance under the contract by its Contractor, its employees, officers, directors, or shareholders,

e. an involuntary proceeding has been commenced by any Party against the Contractor under any one of the chapters of Title 11 of the United States Code and (i) the proceeding has been pending for at least sixty (60) calendar days; or (ii) the Contractor has consented, either expressly or by operation of law, to the entry of an order for relief; or (iii) the Contractor has been decreed or adjudged a debtor,

f. a voluntary petition has been filed by the Contractor under any of the chapters of Title 11 of the United States Code,

g. Contractor intentionally discloses confidential information,

h. Contractor has or announces it will discontinue support of the deliverable; and,

i. In the event funding is no longer available.

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X. Contract Closeout

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The Contract may be terminated as follows:

1. Transfer all completed or partially completed deliverables to the State,

2. Transfer ownership and title to all completed or partially completed deliverables to the State,

3. Return to the State all information and data, unless the Contractor is permitted to keep the information or data by contract or rule of law. Contractor may retain one copy of any information or data as required to comply with applicable work product documentation standards or as are automatically retained in the course of Contractor’s routine back up procedures,

4. Cooperate with any successor Contactor, person or entity in the assumption of any or all of the obligations of this contract,

5. Cooperate with any successor Contactor, person or entity with the transfer of information or data related to this contract,

6. Return or vacate any state owned real or personal property; and,

7. Return all data in a mutually acceptable format and manner.

Nothing in this Section should be construed to require the Contractor to surrender intellectual property, real or personal property, or information or data owned by the Contractor for which the State has no legal claim.

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III. Contractor Duties

A. Independent Contractor/Obligations

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

It is agreed that the Contractor is an independent contractor and that nothing contained herein is intended or should be construed as creating or establishing a relationship of employment, agency, or a partnership.

The Contractor is solely responsible for fulfilling the contract. The Contractor or the Contractor’s representative shall be the sole point of contact regarding all contractual matters.

The Contractor shall secure, at its own expense, all personnel required to perform the services under the contract. The personnel the Contractor uses to fulfill the contract shall have no contractual or other legal relationship with the State; they shall not be considered employees of the State and shall not be entitled to any compensation, rights or benefits from the State, including but not limited to, tenure rights, medical and hospital care, sick and vacation leave, severance pay, or retirement benefits.

By-name personnel commitments made in the bidder's proposal shall not be changed without the prior written approval of the State. Replacement of these personnel, if approved by the State, shall be with personnel of equal or greater ability and qualifications.

All personnel assigned by the Contractor to the contract shall be employees of the Contractor or a subcontractor and shall be fully qualified to perform the work required herein. Personnel employed by the Contractor or a subcontractor to fulfill the terms of the contract shall remain under the sole direction and control of the Contractor or the subcontractor respectively.

With respect to its employees, the Contractor agrees to be solely responsible for the following:

1. Any and all pay, benefits, and employment taxes and/or other payroll withholding,

2. Any and all vehicles used by the Contractor’s employees, including all insurance required by state law,

3. Damages incurred by Contractor’s employees within the scope of their duties under the contract,

4. Maintaining Workers’ Compensation and health insurance that complies with state and federal law and submitting any reports on such insurance to the extent required by governing law,

5. Determining the hours to be worked and the duties to be performed by the Contractor’s employees;

and,

6. All claims on behalf of any person arising out of employment or alleged employment (including without limit claims of discrimination alleged against the Contractor, its officers, agents, or subcontractors or subcontractor’s employees).

If the Contractor intends to utilize any subcontractor, the subcontractor's level of effort, tasks, and time allocation should be clearly defined in the bidder’s proposal. The Contractor shall agree that it will not utilize any subcontractors not specifically included in its proposal in the performance of the contract without the prior written authorization of the State.

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The State reserves the right to require the Contractor to reassign or remove from the project any Contractor or subcontractor employee.

Contractor shall insure that the terms and conditions contained in any contract with a subcontractor does not conflict with the terms and conditions of this contract.

The Contractor shall include a similar provision, for the protection of the State, in the contract with any Subcontractor engaged to perform work on this contract.

B. Employee Work Eligibility Status

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of employees physically performing services within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of an employee.

If the Contractor is an individual or sole proprietorship, the following applies:

1. The Contractor must complete the United States Citizenship Attestation Form, available on the Department of Administrative Services website at https://das.nebraska.gov/materiel/docs/pdf/Individual%20or%20Sole%20Proprietor%20United%20Stat es%20Attestation%20Form%20English%20and%20Spanish.pdf

2. The completed United States Attestation Form should be submitted with the Request for Proposal response.

3. If the Contractor indicates on such attestation form that he or she is a qualified alien, the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program.

4. The Contractor understands and agrees that lawful presence in the United States is required, and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. § 4-108.

C. Compliance with Civil Rights Laws and Equal Opportunity Employment/Nondiscrimination (Nonnegotiable)

The Contractor shall comply with all applicable local, state, and federal statutes and regulations regarding civil rights laws and equal opportunity employment. The Nebraska Fair Employment Practice Act prohibits Contractors of the State of Nebraska, and their Subcontractors, from discriminating against any employee or applicant for employment, with respect to hire, tenure, terms, conditions, compensation, or privileges of employment because of race, color, religion, sex, disability, marital status, or national origin (Neb. Rev. Stat. §§ 48-1101 to 48-1125). The Contractor guarantees compliance with the Nebraska Fair Employment Practice Act, and breach of this provision shall be regarded as a material breach of contract. The Contractor shall insert a similar provision in all Subcontracts for goods and services to be covered by any contract resulting from this Request for Proposal.

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D. Cooperation with Other Contractors

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

Contractor may be required to work with or in close proximity to other contractors or individuals that may be working on same or different projects. The Contractor shall agree to cooperate with such other contractors or individuals and shall not commit or permit any act which may interfere with the performance of work by any other contractor or individual. Contractor is not required to compromise Contractor’s intellectual property or proprietary information unless expressly required to do so by this contract.

E. Permits, Regulations, Laws

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

The contract price shall include the cost of all royalties, licenses, permits, and approvals, whether arising from patents, trademarks, copyrights or otherwise, that are in any way involved in the contract. The Contractor shall obtain and pay for all royalties, licenses, and permits, and approvals necessary for the execution of the contract. The Contractor must guarantee that it has the full legal right to the materials, supplies, equipment, software, and other items used to execute this contract.

F. Insurance Requirements

Accept (Initial)

Reject (Initial)

Reject & Provide Alternative within RFP response (Initial) NOTES/COMMENTS:

BM

CentralSquare carries and maintains insurance in policy types and coverage amounts that meet or exceed the requirements of the RFP; upon award, CentralSquare will provide the State with a prepared Certificate of Insurance which will include the State as additional insured on all applicable policies.

CentralSquare agrees and will comply with the State’s insurance requirements, save for the following clarifications and/or exceptions:

Provision of Full Insurance Policies: CentralSquare’s full insurance policies contain sensitive information relative to CentralSquare as a privately held company and are not shared with CentralSquare’s client base or the public.

Auto Insurance: CentralSquare does not own any autos.

Therefore, no…