T1991 Bid Amendment 6 - QA and Quote Opening Extended to 11.15.23~1.docx

PHILIP D. MURPHY

Governor State of New Jersey

DEPARTMENT OF THE TREASURY

DIVISION OF PURCHASE AND PROPERTY

PROCUREMENT BUREAU

33 WEST STATE STREET

P. O. BOX 230

TRENTON, NEW JERSEY 08625-0230

ELIZABETH MAHER MUOIO

State Treasurer

TAHESHA L. WAY

Lt. Governor

AMY F. DAVIS, ESQ.

Acting Director https://www.njstart.gov

October 16, 2023

To: All Interested Bidders

Re: Bid Solicitation #22DPP00742 T1991 - Revenue Enhancements from Federal and Other Programs

Quote Submission Due Date: October 20, 2023 (2:00 p.m. Eastern Time) REVISED QUOTE SUBMISSION DUE DATE: November 15, 2023 (2:00 p.m. Eastern Time)

Bid Amendment #6

The following constitutes Bid Amendment #6 to the above referenced Bid Solicitation:

· This Bid Amendment includes:

· The extension of the Quote Submission Due Date from October 20, 2023 to November 15, 2023 (2:00 p.m. Eastern Time);

· Answers to questions;

· Revisions to the Bid Solicitation;

· The updated State of New Jersey Standard Terms and Conditions (SSTC) titled “State of New Jersey Standard Terms and Conditions 6.21.2023” has been added to the Bid Solicitation via the Attachments tab of this Bid Solicitation in NJSTART, replacing the previous version of the SSTCs dated 9.1.2022; and

· Please note that for all additions, deletions, clarifications and modifications to the Bid Solicitation, please refer to the Revised Bid Solicitation entitled “T1991 Revenue Enhancements Revised Bid Solicitation 10.16.23”, and hereafter referred to in this document as the “Revised Bid Solicitation”. The following sections of the Bid Solicitation have been revised:

· Section 3.8 Small Business Set-Aside Contracts;

· Section 4.1, Engagement Process;

· Section 4.2, Revenue Enhancement Projects (REP);

· Section 4.2.1, State Initiated REPs;

· Section 4.2.2, Contractor Initiated REPs;

· Section 4.3.1 C5, Program Ideas;

· Section 4.4, Contract Management;

· Section 6.7 B, Privacy;

· Section 6.25 B, Threat Management;

· Section 7.1.3, Limitation of Liability Options; and

· Section 8.16 Contract Award.

It is the sole responsibility of the Bidder to be knowledgeable of all of the additions, deletions, clarifications, and modifications to the Bid Solicitation and/or the New Jersey Standard Terms and Conditions relative to this Bid Solicitation as set forth in all Bid Amendments. All other instructions, terms, and conditions of the Bid Solicitation shall remain the same.

Bid Solicitation #22DPP00742 22DPP00742 Revenue Enhancements from Federal and Other Programs

Answers to Questions

Where applicable, each question references the appropriate Bid Solicitation section.

Note: This question has been paraphrased in the interest of readability and clarity.

Section Reference Question (Bolded) and Answer

Should I check that I have properly completed and attached all of the required documents with my submitted Quote?

Yes. Prior to the Quote Opening Deadline, a Bidder should review the documents comprising the submitted Quote to ensure that all of the required documents have been completed and attached. Oftentimes a Quote is deemed non-responsive because a Bidder fails to attach a required form or attaches a blank form. To review a submitted a Quote a Bidder should log into NJSTART and review each document attached to the Quote submission. Instructions on how to review a submitted Quote can be found in the Quick Reference Guide entitled How to Review a Submitted Quote which is available on the NJSTART Vendor Support Page under Vendor Reference Guides.

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Pursuant to the State Standard Terms and Conditions Section 5.18 - Advertising: The Contractor shall not use a Department or Using Agency’s name, seal, logos, images or any data or results arising from this Contract as part of any commercial advertising without first obtaining the prior written consent of the Department.

Pursuant to Revised Bid Solicitation Section 4.3, New Programs and Claims: The Using Agency will select the most advantageous engagement response, based upon price and other factors considered, and notify OMB’s SCM of their selection.

If there is a disagreement as to the scope or interpretation of any Federal or State statute or regulation the Using Agency retains the right not to engage the New Program.

As stated in Revised Bid Solicitation Section 2.2 - Exceptions to the State of NJ Standard Terms and Conditions (SSTC): “Questions regarding the State of New Jersey Standard Terms and Conditions and exceptions to mandatory requirements MUST be posed during the Electronic Question and Answer period and shall contain the Bidder’s suggested changes and the reason(s) for the suggested change(s)".

Additionally, as stated in Revised Bid Solicitation Section 3.11 - Bidder Additional Terms Submitted with the Quote:

“A Bidder may submit additional terms as part of its Quote. Additional terms are Bidder-proposed terms or conditions that do not conflict with the scope of work required in this Bid Solicitation, the terms and conditions of this Bid Solicitation, or the State of New Jersey Standard Terms and Conditions. Bidder proposed terms or conditions that conflict with those contained in the State of New Jersey Standard Terms and Conditions will render a Quote non-responsive. It is incumbent upon the Bidder to identify and remove its conflicting proposed terms and conditions prior to Quote submission.

Quotes including Bidder proposed additional terms may be accepted, rejected, or negotiated, in whole or in part, at the State’s sole discretion.

If Bidder intends to propose terms and conditions that conflict with the State of New Jersey Standard Terms and Conditions, those Bidder proposed terms and conditions shall only be considered if submitted and agreed to pursuant to the electronic question and answer procedure. Bidders shall not submit exceptions or modifications as part of the Quote or on the “Terms and Conditions” Tab through NJSTART.”

No. The State declines to provide a previous or current list of applicable federal funding programs. Contractors are encouraged to independently identify federal funding programs and all other possible areas for their Revenue Enhancement Projects.

No. The State cannot provide a previous or current list of limitations inhibiting the benefits of the current Contract for federal programs.

No. This Bid Solicitation will provide Contractor(s) to maximize federal and other reimbursements. All Using Agencies intending to use this Contract must first contact OMB’s SCM to ensure that their requested services fall under the Scope of this Bid Solicitation. Please refer to the Revised Bid Solicitation Section 4.4, Contract Management, as this section has been revised.

Refer to Revised Bid Solicitation Section 1.2, Background, as this section provides a list of State entities that may use this Contract. This list is not complete and other agencies not listed may use this Contact.

The State has previously extended the Quote Submission Due Date via Bid Amendment multiple times. Please refer to Page 1 of this Bid Amendment for the current Quote Submission Due Date.

The State is unable to provide the requested information at this time. All discussions regarding lead time and the process of approving additional staff to ensure REP completion must be negotiated and discussed between the Contractor and the intended Using Agency of the applicable REP.

The State declines to accept the proposed modification to Section 6.7G.

Refer to the answer to Question #5 for additional information related to exceptions to the terms and conditions of the Bid Solicitation.

Yes. For previously issued REPs, Contractors have been required to access, manage, or create PIIs.

If so, what is the lead time for approvals of staff to perform those duties?

The lead time to access, manage, or create PIIs will depend on and be determined by the REP’s intended Using Agency.

Yes. To the State’s knowledge, prior Contractors have been required to acquire software, hardware, or additional services to complete an REP.

B. If so, will the State require the inclusion of these products/services within the REP scope and response?

Yes. Any REP’s Using Agency will state whether or not Contractors are required to include any particular software, hardware, or services, to complete the REP. Contractors would address these products/services in their Contractor Project Plan, as described in Revised Bid Solicitation 4.10, Contractor Project Plan, submitted in response to the REP, as applicable.

The State is unaware of any prior Contracts requiring the development of new technology, products, or applications that later became State intellectual property. However, the development of these materials may be required depending on the REP.

B. If new applications are developed, is the State amenable to joint ownership of the IP for use beyond the State’s needs?

No. All new applications developed under this Bid Solicitation will fall under State property as described in Revised Bid Solicitation Section 5.4 (B), Ownership of Material which states that:

The State owns all Deliverables developed for the State in the course of providing Services under the Contract, including but not limited to, all data, technical information, materials gathered, originated, developed, prepared, used or obtained in the performance of the Contract, including but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion, which are prepared for or are a result of the Services required under the Contract.

7.5 Davis-Bacon Act, 40 U.S.C. 3141-3148, As Amended, 7.6 7.6 Copeland Anti-Kick-Back Act, 7.7 Contract Work Hours and Safety Standards Act, 40 U.S.C. 3701-3708, Exhibit B Construction Contracts, Exhibit C Executive Order No. 151 Requirements.

The State does not accept the proposed modification. The State Standard Terms and Conditions apply to all State Contracts as entered, modified or amended. Where applicable, the State Standard Terms and Conditions shall be in effect.

The State declines to accept the proposed modification to Section 6.7G.

Refer to the answer to Question #5 for additional information related to exceptions to the terms and conditions of the Bid Solicitation.

No. The State does not require any specific certifications, skills, or capabilities for those labor rate titles found in the State-Supplied Price Sheet. However, it is the responsibility of the Contractor to appropriately assign staff to the corresponding labor rate title, and all Contractor personnel must be qualified and capable to perform the tasks and roles assigned by the Contractor.

The State is unable to provide the requested information at this time, but such information may be specified during the mini-bid process, if applicable.

The State is unable to provide the requested information at this time, but such information may be specified during the mini-bid process, if applicable.

State of New Jersey Security Due Diligence Third-Party Information Security Questionnaire

Can the State provide a Word version of this questionnaire?

No. The State Security Due Diligence Third-Party Information Security Questionnaire is available in.pdf format only, as provided in the Attachments Tab. The State provides this .pdf format as to ensure no definitions, terms, or policies have been changed by an external third party.

Quote Submission Requirements Bidder Project Plan Is Section 3.19.1 applicable to this [Bid Solicitation]?

Yes. The Bidder project plan described in Bid Solicitation Section 3.19.1, Bidder Project Plan, applies to this Bid Solicitation. However, the Bidder project plan is listed as a “should” and, while not required with the Bidder’s Quote, Bidders are encouraged to provide one.

Quote Submission Requirements Bidder Project Plan Should a Bidder project plan be submitted with the current Contract/Master Blanket Purchase Order proposal or at the individual Contract level with a State agency/entity?

As specified by Revised Bid Solicitation Section 3.19.1, Bidder Project Plan, the Bidder should provide its draft project plan to accomplish the type of work required by this Contract.

As specified by Revised Bid Solicitation Section 4.10, Contractor Project Plan, the Contractor shall, if requested by the SCM, provide its project plan to accomplish all work required by a specific engagement.

Refer to the above-referenced sections for additional information.

Small Business Set-Aside Contracts Pursuant to the Small Business Set-Aside, would non-Small Business that include noted partnerships with Small Businesses be favorably considered over a non-small business without a similar partnership?

No. Pursuant to the provisions of N.J.S.A. 52:32-17 et seq. and N.J.A.C. 17:13 et seq. this is a partial Set-Aside Contract for Category I, II, III for Small Businesses.

The State intends to make one (1) or more awards, with one (1) award set-aside for qualifying Small Businesses. If no responsive Quotes with acceptable pricing are received from qualified Small Businesses to be awarded a set-aside Contract, the Division reserves the right to award the set-aside Contract to a non-Small Business Bidder.

The Bidder must be registered as a qualified small business with the Division of Revenue and Enterprise Services, Small Business Registration and M/WBE Certification Services Unit, by the date the Quote is received and opened.

Refer to Revised Bid Solicitation Section 3.8, Small Business Set-Aside Contracts.

Technical Quote For the Technical Quote, without a specific REP, can the State confirm the approach and plans is focused solely on the methodology for the delivery of REPs that the [Bidder] plans to respond to?

As specified by Revised Bid Solicitation Section 3.14, Technical Quote, the Bidder shall describe its approach and plans for accomplishing the work outlined in the Scope of Work (Section 4). The Bidder must set forth its understanding of the requirements of this Bid Solicitation and its approach to successfully complete the Contract. The Bidder should include the level of detail it determines necessary to assist the Evaluation Committee in its review of the Bidder’s Quote.

The State can confirm that the Technical Quote is not requesting information related to specific REPs which have not yet been initiated. Rather, the Bidder shall describe its approach and plans for accomplishing the work outlined in the Scope of Work (Section 4).

Management Overview For the Management Overview, will the State consider the submission of similar use cases, including approach, insights and processes that delivered the desired results anticipated by the State?

Yes, similar use cases may be submitted as part of the Bidder’s management overview, so long as the Bidder sets forth its overall technical approach and plans to meet the requirements of the Bid Solicitation in a narrative format, as required by Bid Solicitation Section 3.15, Management Overview.

Management Overview Bidder Project Plan

A. Could the State please clarify the intent of Sections 3.15 (Management Overview) and 3.19.1 (Bidder Project Plan)?

Bid Solicitation Section 3.15, Management Overview, requires the Bidder to set forth its overall technical approach and plans to meet the requirements of the Bid Solicitation in a narrative format. This narrative should demonstrate to the Evaluation Committee that the Bidder understands the objectives that the Contract is intended to meet, the nature of the required work, and the level of effort necessary to successfully complete the Contract. The narrative should demonstrate that the Bidder’s approach and plans to undertake and complete the Contract are appropriate to the tasks and subtasks involved.

Mere reiterations of Bid Solicitation tasks and subtasks are strongly discouraged, as they do not provide insight into the Bidder’s approach to complete the Contract. The Bidder’s response to this section should demonstrate to the Evaluation Committee that the Bidder’s detailed plans and approach proposed to complete the Scope of Work are realistic, attainable and appropriate, and that the Bidder’s Quote will lead to successful Contract completion.

The Bidder draft project plan is more technical in nature and should include the following draft plans:

The project plan should demonstrate that the Bidder understands the scope of work required for a successful implementation of the system, its operations and maintenance and support.

B. Can the State provide any material differences between the expected responses for both sections?

As described in the answer to part A above, the Management Overview requires the Bidder set forth its overall technical approach and plans to meet the requirements of the Bid Solicitation in a narrative format.

In contrast, the Bidder’s draft project plan requests draft plans of a more technical nature, addressing elements of those plans listed in Section 3.19.1, Bidder Project Plan.

Organization Charts As personnel will be assigned based on the specific requirements of each project, can our organizational chart specify the names and titles of functional area leaders only with key personnel to be named during the Engagement Process?

The State encourages Bidders to provide organizational charts in the manner requested by Bid Solicitation Section 3.22, Organizational Charts. However, if the Bidder is unable to provide organizational charts in the manner requested, the Bidder may submit alternative or additional information in order to assist the Committee in the evaluation of the Bidder’s personnel.

Resumes Can the requirement to provide resumes for all management, supervisory, and key personnel be removed from this [Bid Solicitation] and be requested during the Engagement Process to be submitted with the Mini-Bids?

The State declines to accept the proposed revision. The State encourages Bidders to provide resumes in the manner requested by Bid Solicitation Section 3.23, Resumes. However, if the Bidder is unable to provide resumes in the manner requested for some or all management, supervisory, and key personnel to be assigned to the Contract, the Bidder may submit alternative or additional information in order to assist the Committee in the evaluation of the Bidder’s personnel.

Resumes We typically assign key personnel based on the scope of the project and skills required for the project. Because this [Bid Solicitation] is a master Contract and the specific scope of work is unknown, can the requirement for Bidders to name and provide resumes for key personnel be removed?

Refer to the answer to Question #29.

Resumes If [the State] require[s] information regarding the experience of key personnel, would it be acceptable to provide an overview of the qualifications of personnel who may be assigned to future projects, rather than naming specific individuals?

The State encourages Bidders to provide resumes in the manner requested by Bid Solicitation Section 3.23, Resumes. However, if the Bidder is unable to provide resumes in the manner requested for some or all management, supervisory, and key personnel to be assigned to the Contract, the Bidder may submit alternative or additional information in order to assist the Committee in the evaluation of the Bidder’s personnel.

Resumes For resumes expected to be provided with the [Bidder] submission, will the State accept exemplifications or is there an anticipation that resumes submitted will be the staff assigned for the duration of the Contract?

Refer to the answer to Question #31.

Resumes If resumes are to be provided in response to this Bid Solicitation, can the requirement to provide a reference for each similar project be removed?

The State declines to modify Bid Solicitation Section 3.23, Resumes, as requested. However, the requested resume details listed in Section 3.23 Resumes, are listed as a "should", and while encouraged, it is not a mandatory requirement.

Experience with Contracts of a Similar Size and Scope

Would the State allow just one (1) reference to be provided for each contract listed?

For each such contract listed, the Bidder should provide two (2) names and telephone numbers of individuals for contracting party. Beginning and ending dates should also be given for each contract.

Experience With Contracts of Similar Size and Scope

Because [B]idders are not responding to a specific statement of work, the similar contracts list and references may be extensive. Can Bidders select 3-4 projects to provide references rather than references for each project?

The Bidder should include the level of detail it determines necessary to assist the Evaluation Committee in its review of the Bidder’s Quote.

State-Supplied Price Sheet Would the State be open to an alternative price structure for task orders executed under this contract/master purchase order, such as fixed fee projects or engagements?

No. The State declines to change or modify the State-Supplied Price Sheet as proposed.

State-Supplied Price Sheet Instructions In the price sheet provided, should a respondent find overlapping roles, would it be permissible to classify the duplicate as N/A or must the respondent provide pricing for each of the State’s roles?

The Bidder must provide pricing for each of the State’s roles. Classifying the overlapping role as “N/A” is not permissible, and will result in a Bidder’s Quote being deemed non-responsive.

The Bidder must complete all price lines including the Contingency Rate and All-inclusive Hourly Rate for each labor category provided in order to be considered for an award. Bidders must not add additional labor categories. Failure to submit all information required will result in a Bidder’s Quote being deemed non-responsive.

Engagement Process Pursuant to the State’s Mini-Bid process, what is the willingness to extend the response time for REPs shared with vendors under contract that require new services, resources or solutions to complete the proposed work?

The State is unwilling to extend the response time provided in Bid Solicitation Section 4.1, Engagement Process which states that, in preparing a Mini-Bid response, Contractors shall respond to each request within ten (10) business days to the requesting Using Agency.

Revenue Enhancement Projects (REP) For both solicited and unsolicited responses, are all responses anticipated to be time and material?

No. As specified by Section 4.2, Contractors shall keep pricing submitted for an REP below or equal to the awarded Contract pricing. Pricing may be lower than what was proposed for the Bid Solicitation, either with a lower Contingency Rate or All-Inclusive Hourly Rate, but shall not be higher. Lower pricing shall be used for that REP only.

Will Contractors responding be anticipated to issue responses with not to exceed values, based on the submitted rates?

The State reserves the right to require a “not to exceed value”, or ceiling cost, as part of any Mini-Bid engagement. Refer to Revised Bid Solicitation Section 4.1, Engagement Process, as this section has been revised.

Further, the Using Agency and the Contractor will have the ability to request negotiation of a “not to exceed value” as part of an on-going REP, whether that be a request to modify an existing “not to exceed value”, or to request the inclusion of a negotiated “not to exceed value” for an REP that that did not previously include a ceiling cost. Such requests must include sufficient justification, and be subject to the agreement of both the Using Agency and the Contractor.

Please refer to the Revised Bid Solicitation Section 4.2, Revenue Enhancement Projects (REP), as this section has been revised.

Is there any expectations that Contractor responses will be fixed price?

No. There is no expectation that Contractor responses will be fixed price. Refer to the answers above.

Contractor Initiated REPs The RFP indicates a willingness of the State to accept unsolicited projects that align to the overarching goal of the RFP. Does the State have (and be willing to provide) the metrics, guidelines or business expectations that would provide an awarded Contractor with the confidence that an unsolicited bid will be accepted?

The State is unable to provide the requested information. There is no standard list of metrics or expectations used to evaluate Contractor-Initiated REPs proposed under this Contract. These metrics and expectation vary across all State Using Agencies.

Contractor Initiated REPs If a Contractor provides an unsolicited bid that requires a skill or resource not in the price sheet from the original submission, what is the process to introduce and obtain approval for the skill and cost for that resource?

The Contractor must make every effort to structure its proposed REP within the pricing structures of the Contract. However, in the rare case that a Contractor initiated REP requires a critical skill or resource not specifically covered by the Contract, the Contractor and the intended REP’s Using Agency may negotiate and discuss for approval the cost and inclusion of the applicable skill and/or resource. Any such skill and/or resource must be directly tied to the scope and intent of the Contract, critical in nature to the success of the proposed REP, and approval of such is at the discretion of the Using Agency. Please refer to the Revised Bid Solicitation Section 4.2.2, Contractor Initiated REPs, as this section has been revised.

Program Ideas In Section 4.3.1.C.5 (Program Ideas), did the State intend to say Medicaid rather than Medicare? Increase Medicare participation for any physical or mental health service currently funded fully or partially with State resources?

Yes. The State intended to use Medicaid and not Medicare in the intended section. Please refer to the Revised Bid Solicitation Section 4.3.1.C.5, Program Ideas, as this section has been revised.

General Contract Terms Would the State consider revising the warranties provision to align with the performance requirements under the agreement?

The Contractor shall have sole responsibility for the complete effort specified in this Contract, other than any resources or information required from the State for Contractor’s performance. Payment will be made only to the Contractor or to the authorized dealers/distributors, if applicable. The Contractor is responsible for completion and submission of all deliverables, services or commodities required to be provided under this Contract in accordance with the specifications, drawings, samples, or descriptions agreed to pursuant to the Contract. The review, approval, acceptance or payment for any of the deliverables, goods or services, shall not be construed as a waiver of any rights that the State may have arising out of the Contractor’s performance of this Contract. The warranties under this Contract are in lieu of all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

The State declines to accept the proposed modification. The section accurately reflects the State’s expectations and the Contractor obligations and responsibilities as outlined therein.

Ownership of Material

As it relates to 5.4 B. Work Product; Services, would the State consider the following modification?

A. Work Product; Services: The State owns all Deliverables developed for the State in the course of providing Services under the Contract, including but not limited to, all data, technical information, and materials in the performance of the Contract, including but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion, which are prepared for or are a result of the Services required under the Contract.

The State declines to alter or modify the language in the Bid Solicitation Section 5.4 (B), Work Product; Services. The language as incorporated accurately encompasses all Deliverables, information and data to be owned by the State.

Data Security Requirements, Contractor Responsibility This section is addressed to Contractors rather than Bidders. Please confirm that the Security Due Diligence Third-Party Information Security Questionnaire is sufficient to address this section and Bidders do not have to include a response to Section 6.

The State Security Due Diligence Third-Party Information Security Questionnaire is not sufficient in addressing the full Security Plan as required in Bid Solicitation Section 6, Data Security Requirements – Contractor Responsibility. The awarded Bidder shall submit a full Security Plan no later than 30 business days after Contract award.

Threat Management As it relates to 6.25 Threat Management [A.] in the RFP, would the State consider the following modification?

[B]. Subscribing to and receiving relevant threat intelligence information from reliable sources, such as the US CERT, the organization’s vendors, and other sources as appropriate.

Yes. The State accepts the proposed modification. Please refer to Revised Bid Solicitation Section 6.25, Threat Management, as this section has been revised.

Privacy As it relates to 6.7 Privacy B., would the State consider the following modification?

B. Data usage, storage, and protection of Personal Data are subject to all international, federal and state statutory and regulatory requirements applicable to the Contractor’s provision of services, as amended from time to time. These may include, without limitation, those for HIPAA, Tax Information Security Guidelines for Federal, State, and Local Agencies (IRS Publication 1075), New Jersey State tax confidentiality statute, the New Jersey Privacy Notice found at NJ.gov, N.J.S.A. § 54:50-8, New Jersey Identity Theft Prevention Act, N.J.S.A. § 56:11-44 et. seq., the federal Drivers’ Privacy Protection Act of 1994, Pub.L.103-322, and the confidentiality requirements of N.J.S.A. § 39:2-3.4. Contractor shall also conform to PCI DSS, where applicable.

Yes. The State accepts the proposed modification. Please refer to Revised Bid Solicitation Section 6.7, Privacy, as this section has been revised.

Professional Liability Insurance As it relates to 7.1.1 Professional Liability Insurance in the RFP, would the State consider the following modification for clarity?

Professional Liability Insurance: The Contractor shall carry Errors and Omissions, Professional Liability Insurance, and/or Professional Liability Malpractice Insurance sufficient to protect the Contractor from any liability arising out the professional obligations performed pursuant to the requirements of this Contract. The insurance shall be in the amount of not less than $2,000,000 per claim. If the Contractor has claims-made coverage and subsequently changes carriers during the term of this Contract, it shall obtain from its new Errors and Omissions, Professional Liability Insurance, and/or Professional Malpractice Insurance carrier an endorsement for retroactive coverage.

No. The State declines to accept the proposed modification.

Cyber Breach Insurance As it relates to 7.1.2 Cyber Breach Insurance in the RFP, would the State consider the following modification for clarity?

Cyber Breach Insurance: The Contractor shall carry Cyber Breach Insurance in sufficient to protect the Contractor from any liability arising out of its performance pursuant to the requirements of this Contract. The insurance shall be in an amount of not less than $5,000,000 per each occurrence and in such policy forms as shall be approved by the State. The insurance shall at a minimum cover the following: Data loss, ransomware and similar breaches to computers, servers and software; Protection against third-party claims; cost of notifying affected parties; cost of providing credit monitoring to affected parties; forensics; cost of public relations consultants; regulatory compliance costs; costs to pursue indemnity rights; costs to Data Breach and Credit Monitoring Services analyze the insured’s legal response obligations; costs of defending lawsuits; judgments and settlements; regulatory response costs; costs of responding to regulatory investigations; and costs of settling regulatory claims.

No. The State declines to alter or modify Bid Solicitation Section 7.1.2, Cyber Breach Insurance. Insurance coverage must include and cover malware.

Limitation of Liability Options As the limitation of liability in the Waivered Contracts Supplement to the State of NJ Standard Terms and Conditions (rev. January 11, 2022) are more recent, would the State consider using that clause in lieu of the 7.1.3 Limitation of Liability clause?

The State declines to accept the proposed modification. However, please refer to Revised Bid Solicitation Section 7.1.3, Limitation of Liability Options, as this section has been amended as part of this Bid Amendment.

Limitation of Liability Options In lieu of uncapped liability, would the State consider a higher limit of liability that applies specifically to clause 7.1.3.B related to breach of confidentiality, for example 300% of fees?

The State declines to accept the proposed modification. However, please refer to Revised Bid Solicitation Section 7.1.3, Limitation of Liability Options, as this section has been amended as part of this Bid Amendment.

Limitation of Liability Options Would the State consider revising the Limitation of Liability provision to place a cap on confidentiality obligations?

The State declines to accept the proposed modification. However, please refer to Revised Bid Solicitation Section 7.1.3, Limitation of Liability Options, as this section has been amended as part of this Bid Amendment.

Limitation of Liability Options Section 4.3: We respectfully request to revise this section to clarify that the Contractor is only responsible for claims arising under the REPs awarded to Contractor.

In addition, given that multiple REPs can be issued for different Using Agencies, we propose that our liability should be limited to the fees paid under the REP to which a claim relates for the 12-month period preceding the actions giving rise to the claim.

We also request to remove the sentence after this subsection C of 4.3 as it is already in section 4.1 of the SSTC and creates confusion. Therefore, we request that the State consider revising section 4.3 to read as follows: 4.3. Limitation of Liability The Contractor’s liability to the State for actual, direct damages resulting from the Contractor’s performance or non-performance of, or in any manner related to this Contract, for any and all claims, shall be limited to the fees paid in the 12 months preceding the action giving rise to the claim under REP awarded to Contractor. This limitation of liability shall not apply to the following:

A. The Contractor’s obligation to indemnify the State of New Jersey and its employees from and against any claim, demand, loss, damage, or expense relating to bodily injury or the death of any person or damage to real property or tangible personal property, incurred from the work or materials supplied by the Contractor under this Contract caused by negligence or willful misconduct of the Contractor;

B. The Contractor’s breach of its obligations of confidentiality; and C. The Contractor’s liability with respect to copyright indemnification. The Contractor shall not be liable for special, consequential, or incidental damages.

The State declines to accept the proposed modification. However, please refer to Revised Bid Solicitation Section 7.1.3, Limitation of Liability Options, as this section has been amended as part of this Bid Amendment.

Glossary As it relates [to] the Glossary definition of State Data, would the State consider the following modification?

State Data - means all data created or in any way originating with the State. State Data includes Personal Data and Non-Public Data.

No. The State declines this proposed modification to Section 9, Glossary.

Glossary As it relates to the Glossary definition of State Intellectual Property, would the State consider the following modification?

State Intellectual Property - Any intellectual property that is owned by the State. State Intellectual Property includes any derivative works developed by the State and compilations of any State Intellectual Property.

No. The State declines this proposed modification to Bid Solicitation Section 9, Glossary.

Glossary As it relates to the Glossary definition of Work Product, would the State consider the following modification?

Work Product - Every deliverable required by the Contract or orders issued pursuant to the Master Contract. Notwithstanding anything to the contrary in the preceding sentence, Work Product does not include State Intellectual Property, Vendor Intellectual Property or Third Party Intellectual Property.

No. The State declines this proposed modification to Bid Solicitation Section 9, Glossary.

The State declines to change or modify the cited State Standard Terms and Conditions.

State of New Jersey Standard Terms and Conditions

Would the State consider deletion of Section[s] 3.1 - 3.6, and 3.8 - 3.9 as not applicable to this procurement?

The State does not accept the proposed modification. The State Standard Terms and Conditions apply to all State Contracts as entered, modified or amended. Where applicable, the State Standard Terms and Conditions shall be in effect.

State of New Jersey Standard Terms and Conditions To align with the historical intent for indemnification, we respectfully request that the State include a standard of care for Contractor’s actions and limit Contractor’s indemnification obligations to claims arising directly from the work performed by Contractor. Therefore, we request to revise section 4.1.A.

Indemnification for Third Party Claims to read as follows:

The Contractor’s liability to the State and its employees in third party suits shall be as follows:

B. Indemnification for Third Party Claims - The Contractor shall assume all risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State of New Jersey and its employees from and against any and all claims, demands, suits, actions, recoveries, judgements and costs and expenses in connection therewith which shall arise from or result directly from the work and/or materials supplied under this contract, including liability of any nature or kind for or on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract if, and to the extent that, such claims resulted from the bad faith, gross negligence, breach of this Agreement or willful misconduct of the Contractor.

The State declines to change or modify the terms and conditions set forth in the State Standard Terms and Conditions Section 4.1, Indemnification. The State declines to limit the scope of protections from Third Party Claims.

State of New Jersey Standard Terms and Conditions

Would the State consider revising the indemnity provision to better apportion risk and more closely align with industry standards [as follows]:

A. Indemnification for Third Party Claims - The contractor shall assume all risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State of New Jersey and its employees from and against any and all third party claims, demands, suits, actions, recoveries, judgments and costs and expenses related to bodily injury or the death of any person or damage to real property or tangible personal property in connection therewith which shall arise from or result directly or indirectly from the work and or materials supplied under this contract, caused by negligence or willful misconduct of the Contractor, and also including liability on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract;

B. The contractors indemnification and liability under subsection (A) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of these Terms and Conditions; and C. In the event of a patent and copyright claim or suit, the contractor, at its option, may: (1) procure for the State of New Jersey the legal right to continue the use of the product; (2) replace or modify the product to provide a non-infringing product that is the functional equivalent; or (3) terminate the contract and refund the purchase price less payment for services performed and Deliverables provided in accordance with the Contract until the effective date of termination.

The State declines the proposed modification. Please see Answer to Question #59.

State of New Jersey Standard Terms and Conditions

Will the State accept umbrella liability insurance?

The State declines to alter or modify the State Standard Terms and Conditions Section 4.2, Insurance (as modified by Bid Solicitation Section 7, Modifications to the State of New jersey Standard Terms and Conditions). The insurance provisions provide the State the required protection from various contingencies.

State of New Jersey Standard Terms and Conditions

As it relates to SSTC section 5.7 Termination of Contract, would the State allow a cure period sufficient to address the default by deleting the following?

D. In cases of emergency the Director may shorten the time periods of notification and may dispense with an opportunity to respond…

The State declines to alter or modify the State Standard Terms and Conditions Section 5.7, Termination of Contract. When terminating a Contract for cause the State must retain the flexibility to act in the best interest of the State.

State of New Jersey Standard Terms and Conditions

As it relates to SSTC section 5.23 Confidentiality, would the State consider the below revision to narrow the definition of confidentiality?

C. The State’s Confidential Information shall consist of all information or data contained in documents supplied by the State.

The State declines to alter or modify the State Standard Terms and Conditions Section 5.23, Confidentiality. The confidentiality of all documents are subject to the provisions of the New Jersey Open Public Records Act (“OPRA”), N.J.S.A. 47:1A-1 et seq., the New Jersey common law right to know.

State of New Jersey Standard Terms and Conditions

As it relates to SSTC section 5.23 Confidentiality, would the State…