RFQ-IT_HD159073_Addendum_2_Sample_Contract_Exhibits.pdf

Department of Developmental Services

RFQ-IT HD159073

Sample Contract

EXHIBIT A

SCOPE OF WORK

1. General Scope

DDS plans to consolidate all Developmental Center IBM systems into a Tier III data center cloud solution on an IBM Power 8 System i OS level 7.2 (AS/400) virtualized to run each facility. The scope includes migration and on-going hosting. The bidding service provider must offer an environment that includes the hardware, software and the transition.

Any new system and/or infrastructure must provide the same communication functionalities as the current DDS environment. The future hosted environment should include interfaces for:

iSeries Navigator functions, mainframe interface via Remote Job Entry (RJE), Enterprise Extender High Performance Routing/Internet Protocol (HPR/IP), Secure File Transfer Protocol (SFTP), and secure Telnet. There must be sufficient bandwidth to accommodate reasonable response time for at least approximately 330 concurrent users.

2. Project Representatives

The Project Representatives during the term of this Agreement will be:

Jane Doe, System Software Specialist II 1600 9th Street, Room 220, MS 2-7 Sacramento, CA 95814

ABC Store, Inc.

John Smith, Account Manager 1234 Main Street

Anywhere, CA 56789

3. Place of Performance

All Contractor activities are expected to be performed remotely, working with DDS Information Technology Division staff.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. Payment Provisions

Upon submission of an invoice stating the services provided, the time period covered, and the contract number, Contractor shall be paid in arrears monthly for services performed in a manner acceptable to the State. Send invoices to:

Accounting/Accounts Payable P. O. Box 844202 Sacramento, CA 94244-2020

2. Budget Contingency Clause

a. It is mutually agreed that if the Budget Act of the current fiscal year and/or any subsequent fiscal years covered under this Agreement does not appropriate sufficient funds for this program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State or offer an amendment to Contractor to reflect the reduced amount.

3. Agreement Budget Changes

If this Agreement contains a budget, all proposed transfers between individual line items and additions or deletions of line items shall be requested in writing to the appropriate Project representative. Such requests shall contain an explanation of the need for the change, identification of the line items to be changed, and a revised budget. The State reserves the right to deny any request for line item transfers, additions, or deletions.

4. Prompt Payment Act

All payments shall be made in accordance with the California Prompt Payment Act.

(Government Code Section 927 et seq.)

EXHIBIT B – ATTACHMENT 1

BUDGET DETAIL

(Contractor’s Price Page will be inserted here)

The contract term shall have an initial term of one (1) year. It shall be renewable for up to two (2) additional one-year renewal periods. Annual renewal shall be contingent upon the Department of Developmental Service’s satisfaction with the services performed and the overall performance of ABC Store, Inc.

Pricing is guaranteed for the initial contract period. Following that guarantee period, any request for price adjustment must be for at least one (1) year and must be made at least 90 days prior to the effective date. Request for price adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the contract will not be effective unless approved by the Department of Developmental Services.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Termination for Convenience

The State may terminate performance of work under this Agreement for any reason the State determines that such termination is in the best interests of the State. A written notice will be provided to Contractor at least thirty (30) days prior to the termination.

2. Licenses

Contractor shall be responsible for obtaining and maintaining all applicable federal, state and local licenses, registrations, permits, and certifications during the entire term of this Agreement.

3. Insurance

Contractor shall have and maintain throughout the entire term of this Agreement or any extension thereof insurance appropriate to the work to be performed, providing coverage during any performance by the Contractor under this Agreement. This insurance shall be for general liability and/or professional liability and/or any other form as may be proper in the industry in which the Contractor is performing under this Agreement.

Contractor agrees that the liability insurance herein provided for shall be in effect at all times during the term of this Agreement. If insurance coverage expires at any time during the term of this Agreement, Contractor agrees to provide, at least thirty (30) days before said expiration date, a new Certificate of Insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the Agreement or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of the Department of General Services, and Contractor agrees that no work or services shall be performed prior to such approval. The State may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event.

If the contract requires work of a professional nature, then Contractor agrees to maintain such types and amounts of professional liability or responsibility insurance as are customary in the industry for the work being performed under the terms of the Agreement. In no case shall the amount of the insurance be less than $1,000,000 for any one occurrence and $3,000,000 in the aggregate.

Contractor shall furnish to the State Certificates of Insurance stating that each type and amount of insurance, as set forth above, is presently in effect for Contractor. The Certificate of Insurance must provide that the State of California, its officers, agents, employees, and servants are included as additional insured, but only with respect to work performed for the State of California under the Agreement.

4. Ownership of Products

Notwithstanding whether or not it may be the subject of a patent or a copyright and or whether or not it is tangible or intangible or intellectual, all products, deliverables, or any like items that are produced, created, developed, or the like, during the term of this Agreement shall immediately become the sole and complete property of the State upon their creation.

5. Client Confidentiality

All information and records regarding any client obtained in the course of providing services under this Agreement shall be confidential in accordance with Welfare and Institutions Code, Sections 5328 and 4514, et seq.

6. Software Certification

Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of Copyright laws.

7. Confidentiality of Data

All financial, statistical, personal, technical, and other data and information relating to the State’s operations, that is designated confidential by the State and made available to Contractor in order to carry out this contract, or which become available to Contractor in carrying out this contract, shall be protected by Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State.

The identification of all such confidential data and information as well as the State’s procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by Contractor for the protection of the Contractor’s data and information are deemed by the State to be adequate for the protection of the State’s confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in Contractor’s possession, is independently developed by Contractor outside the scope of this Agreement, or is rightfully obtained from third parties.