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SUPPLY CHAIN MANAGEMENT (SCM)
REQUEST FOR PROPOSAL
Exhibit 1.1 Definitions
RFP 2026-03: End User Computing Services
COMMONWEALTH OF VIRGINIA
VIRGINIA IT AGENCY
SUPPLY CHAIN MANAGEMENT
7325 BEAUFONT SPRINGS DR.
RICHMOND, VA, 23225
RFP 2026-03: End User Computing Services Exhibit 1.1: Definitions
Consistent with Section 23.7.6 of the Agreement, as used in this Exhibit 1.1(Definitions), unless the context requires otherwise: (a) “including” (and any of its derivative forms) means including but not limited to; (b) “may” means has the right, but not the obligation to do something and “may not” means does not have the right to do something; (c) “will,” “must,” and “shall” are expressions of command, not merely expressions of future intent or expectation; (d) “or” shall not be exclusive; (e) words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine; and (f) the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision.
As a component of the Integrated Services Platform, VITA seeks to maintain consistent terminology among its Integrated Suppliers. Consequently, this Exhibit 1.1 (Definitions) may contain certain definitions that are not currently used in this Agreement. The inclusion of definitions in this Exhibit 1.1 (Definitions) that are not used in this Agreement shall have no impact on the rights or obligations of the Parties hereunder.
Definitions
| “N” Release Level |
| Means the current release level of any Software product. |
| “N-1” or “N-n” |
| Means NVP or N-Version Programming which are a method of designating program level or program currency. For example, N-1 means that the program or software in place is one (1) release level less than the now-current version of that product. |
| “24x7x365” |
| 24 hours per day, 7 days per week, 365 days a year |
| “ABEND(s)” |
| Abnormal ENDing(s) |
| “Acceptance Criteria” |
| Means criteria agreed by VITA and the Supplier in this Agreement or otherwise in writing, to confirm that a Deliverable meets its functional, technical, design and performance specifications in all material respects. |
| “Acceptance” or “Accepted” |
| Means the written determination in VITA’s reasonable discretion and in accordance with any applicable Acceptance Criteria of the following: |
(i) the successful delivery and performance of the Services or other contractual commitments at the designated location(s), including completed and successful Acceptance testing in conformance with the Requirements, or
(ii) the compliance in all material respects of any Deliverable with the technical, design and/or functional specifications provided in this Contract, third party vendor standard documentation, or otherwise agreed upon in writing by the Parties.
| “Access Control List” |
| Means list of security access permissions attached to Equipment, Application, or network segment. |
| “Access Rights” |
| Means the privileges that are granted to a User, or perhaps to a program, to read, write and erase files in the computer system. Access rights can be tied to a particular server, to directories within that server or to specific programs and data files. |
| “Accessibility” |
| Request a definition from OAG that encapsulates both Federal definition and COV legislation. |
| “Account Executive” |
| Has the meaning provided in MSA, Section 5.8 (Account Executive and Manager). |
| “Account Manager” |
| Has the meaning provided in MSA, Section 5.8 (Account Executive and Manager). |
| “ACD” |
| Automated Call Distribution. |
| “ACL” |
| Access Control List. |
| “Action Plan” |
| Means a specific method or process to achieve the results called for by one or more objectives. May be a simpler version of a Project Plan. |
| “Actual Uptime” |
| Means, of the Critical Uptime, the aggregate number of minutes during which the applicable Service component is Available. |
| “ADA” |
| Americans with Disabilities Act |
| “Additional Resource Charge” |
| Means the incremental charges set forth in Exhibit 4.0 (Pricing and Financial Provisions) for the use of Resource Units above the monthly Resource Baselines. |
| “Additional Services” |
| Has the meaning provided in the MSA, Section 1.11.1 (Additional Services) of the Agreement. |
| “Ad-Hoc Report” |
| Means improvised, impromptu, or special purpose report that has not been previously developed. |
| “Adjustments” |
| Means adjustments to the Monthly Base Charge required to reconcile the Monthly Base Charge to the financial agreements of the Parties, and includes Additional Resource Charges, Reduced Resource Credits, Deliverable Credits, errors and omissions from previous months, and similar other pricing adjustments that reconcile the Monthly Base Charge to the Charges actually owed by VITA to Supplier for Services in the applicable month. |
| “ADM” |
| Application Development and Maintenance |
| “Affected Services” |
| Means the Services that will cease to be performed in whole or in part by Supplier upon expiration of the Agreement or as a result of termination. |
| “Affiliate” |
| Means, with respect to a private entity, any other entity or person that is then-Controlling, Controlled by or under common Control with such entity. |
“Agent”
Any third-party independent agent of any Customer, including third party suppliers of services.
| “Agreement” |
| Has the meaning set forth in the introductory paragraph of the Master Services Agreement, consisting of the General Terms and Conditions and the Exhibits and other attachments thereto which are incorporated therein in accordance within the MSA, Section 23.26 (Contract Documents). |
| “AICPA” |
| American Institute of Certified Public Accountants |
| “Allocation of Pool Percentage” |
| Means the portion of the Pool Percentage Available for Allocation that is specified for a Performance Category. The total of all Allocation of Pool Percentages shall not exceed the Pool Percentage Available for Allocation. |
| “Annual Base Charge(s)” |
| Means the annual charges to VITA for Supplier’s provision of the Services in accordance with the levels of Resource Unit usage included in the monthly Resource Baselines as further described in Exhibit 4 .0(Pricing and Financial Provisions). |
| “ANSI” |
| American National Standards Institute, a non-profit organization that coordinates and supports the U.S. voluntary consensus standards for industry. |
| “Antivirus Software” |
| Means all software programs and programming (and all modifications, replacements, Upgrades, enhancements, documentation, materials and media related thereto) that are used to monitor for, filter and detect the presence of Malicious Code and repair or remediate the effects of Malicious Code. |
| “API” |
| Application Program Interface, which is an interface that a software program implements in order to allow other software to interact with it, much in the same way that software might implement a user interface in order to allow humans to use it. APIs are implemented by applications, libraries and operating systems to define how other software can make calls to or request services from them. An API determines the vocabulary and calling conventions the programmer should employ to use the services. It may include specifications for routines, data structures, object classes, and protocols used to communicate between the consumer and implementer of the API. (Wikipedia) |
| “Appliances” |
| Means a virtual machine image or hardware device consisting of a pre-configured operating system environment and integrated software to perform a specific function in support of Customer Applications (e.g. application monitor, load balancer, spam filter, etc.). |
| “Application Development and Maintenance” |
| Means specific services, functions, and responsibilities including planning, implementing and ongoing support for Applications and solutions to meet a Customer’s business objectives. |
| “Application Server(s)” |
| Means any Server designated by VITA for hosting Applications. |
| “Applications” and “Applications Software” |
| Means all software programs and programming (and all modifications, replacements, Upgrades, enhancements, documentation, materials, media, on-line help documentation and tools related thereto) that perform User or Customer-related information processing functions or support day-to-day operations (including the supporting documentation, media, on-line help facilities, and tutorials), or otherwise used in the provision of Services by Supplier. Applications Software does not include the tools, utilities, or Operating Software or Systems Software used to deliver Applications Software. |
| “AOD” |
| Architecture Overview Documents. These are templates used by suppliers to document their architecture in a way that reviewers can determine if the architecture is in compliance. |
| “Architecture” or “Technical Architecture” |
| Means the design, process, strategies, and specification of the overall structure, logical components, and the logical interrelationships of Equipment and Software, including System Software, a Network, or other reasonably related conception. |
| “Asset Management” |
| Means the business processes responsible for tracking and reporting the value and ownership of assets throughout their lifecycle. |
| “At-Risk Amount” |
| Means, for any month during the Term, a percent of the Service Level Invoice Amount, which is the maximum amount that the Supplier will have at risk for Service Level Credits for such month as set forth in Exhibit 3.1 (Service Level Matrix). |
| “ATM” |
| Asynchronous Transfer Mode. |
| “Audit Period” |
| Means the period that Supplier is required to retain records subject to audit by VITA under this Agreement, as required under applicable law, VITA Rules or otherwise requested by VITA. |
| “Audit Trail” |
| Means a record of transactions in an information system that provides verification of the activity of the system. |
| “Auto Attendant” |
| Means all requirements of VITA or, including administrative, scheduling and programming, for automated attendant functionality which can manage the flow of incoming calls and outgoing calls, including the queuing of calls, use touch-tone or speech input, route callers to specific destinations, provide access to prerecorded information, and can take messages 24x7. |
| “Availability Management” |
| Means processes to ensure services are available as contemplated by this Agreement. |
“Availability” or “Available
Means that the full functionality of a Service component is available for use by the Users so that it is not degraded in any material respect.
| “Availability Plan” |
| Means a plan to ensure that existing and future Availability requirements for Services can be provided effectively and efficiently. |
| “BAFO” |
| Best and Final Offer |
| “Base Charge(s)” |
| Means, as applicable, the monthly charge to VITA for Supplier’s provision of the Services in accordance with the levels of Resource Unit usage included in the monthly Resource Baselines as further described in Exhibit 4.0 (Pricing and Financial Provisions). |
| “Base Year Index” |
| Has the meaning set forth in Exhibit 4.0 (Pricing and Financial Provisions). |
| “Batch” |
| Means the daily or nightly process which takes pending transactions and performs the work associated with them. |
| “BCM” |
| Business Continuity Management. |
| “BCP” |
| Business Continuity Planning. |
| “BCRS” |
| Business Continuity and Recovery Services. |
| “BIA” |
| Business Impact Analysis. |
| “BRM” |
| Business Relationship Manager, which are persons provided by Supplier to perform the Business Relationship Management function (see also Customer Account Manager). |
| “Broadband” |
| Means high-speed Internet connectivity, such as might be provided via Digital Subscriber Line, cable modem, or 4G Cellular. |
| “Business Continuity (Services)” |
| Means the overall, company-wide plans and activities that are intended to enable continued business operation in the event of any unforeseen interruption (for example, plans and activities to move a department or business unit to a new location in the event of a business disruption). The Business Continuity Services consist of the Business Recovery related Services. |
| “Business Continuity Management” |
| Means the higher-level process of ensuring business continuity, of which Information Technology Service Continuity Management (ITSCM) is a part. |
“Business Day”
Means each day from Monday through Friday, excluding Commonwealth-designated holidays.
| “Business Hour(s)” |
| Unless otherwise indicated, Business Hours are 7 a.m.-7 p.m. Eastern Standard/Daylight Time on Business Days. |
| “Business Process Management System” or “BPMS” |
| Means the systematic approach to making an organization's workflow more effective, more efficient and more capable of adapting to an ever-changing environment. Includes tools with design, modeling, execution, monitoring, optimization and re-engineering of business process capabilities. |
| “Business Rules Management System” or “BRMS” |
| Means a software system used to define, deploy, execute, monitor and maintain the variety and complexity of decision logic that is used by operational systems within an organization or enterprise. |
| “Business Service” |
| Means a service that is delivered by a Customer to its constituents. |
| “CAB/EC” |
| CAB/Emergency Committee. |
| “CAB/Emergency Committee” |
| Means a subset of the full CAB with authority to make emergency decisions. ITIL: An emergency meeting of the CAB, usually with a reduced number of members to consider urgent, high impact Changes. |
| “Cabling” |
| Means the physical connection between Equipment and a wall jack (i.e., the connections outside the wall), including physical cabling media, peripheral cabling used to interconnect electronic equipment, all terminating hardware and cross-connect fields, but not including conduits and pathways. |
| “Call(s)” |
| Means any problem that is: (i) opened at the Service Desk due to a received contact; (ii) recorded by an automated resolution process; (iii) detected; or (iv) detected by a support technician who enters the service request. A Call is considered a subset of Contacts. |
| “Capacity Management” |
| Means the responsibility for ensuring that the Capacity of the IT infrastructure matches the evolving demands of the business in a cost-effective and timely manner. |
| “Capacity Management Database” |
| Means could be implemented as multiple physical databases used to generate Capacity Management reporting. |
| “Capped T&M” |
| Has the meaning set forth in Exhibit 4.0 (Pricing and Financial Provisions). |
| “Cascade” |
| Means a multiple move in order to replace one. Referenced in an IMAC (Install, Maintenance, Addition, Change) when an asset that still has a useful life but is no longer the current version or standard. That asset can be transferred (a cascade) to another location/user/department that does not require a current version or standard. Or, one user requires an upgrade to an asset and the user’s “old” equipment is still current and that “old” equipment is moved (cascade) to another user. |
| “CASB” |
| Cloud Access Security Broker |
| “CCH” |
| Computerized Criminal History. |
| “CCMIS” |
| Call Center Management Information System. |
| “CDB” |
| Capacity Management Database. |
| “CDR” |
| Call Detail Reporting. |
| “CD-ROM” |
| Compact Disk Read Only Memory. |
| “Cellular” |
| Means a wireless network supporting mobile phones and digital communication for mobile devices. |
| “Centrex Services” |
| Means Voice Switch-like services provided from a Supplier or Third Party premise. Centrex includes all the equipment within this premise, any Transport services connecting to the VITA or designed site(s), and all connections to the PSTN. Centrex further includes all premise equipment including handsets, proprietary handsets, cabling and wiring, used by Supplier in connection with its provisioning of voice services to the Users workspace. |
| “CEO” |
| Chief Executive Officer. |
| “CFO” |
| Chief Financial Officer. |
| “Change” |
| has the meaning set forth in the MSA, Section 1.11 (Changes to Services) of the Agreement. |
| “Change Advisory Board” (“CAB”) |
| Means the board or other group that considers Requests for Change (RFCs) and recommend implementation or rejection based on business needs. |
| “Change Control Procedures” |
| Means the procedures that govern Changes, including (1) the process by which a Party may request a Change; (2) the process to be followed in analyzing the effects of, and deciding whether to implement, a Change, and (3) the manner in which any agreed upon Change will be implemented, which shall in all events be consistent with and subject to the requirements and rules applicable to Changes set forth in the MSA, Section 1.11 (Changes to Services) of the Agreement. |
| “Change in Control of the Supplier” |
| Means an announcement by the Supplier (whether or not ultimately consummated) (a) that any other entity, person or “group” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) will acquire (and eventually does acquire) Control, or all or substantially all of the assets, of the Supplier (or any parent company of the Supplier), whether directly or indirectly, in a single transaction or series of related transactions, or (b) that the Supplier (or any parent company of the Supplier) will consolidate with, or be merged with or into, another entity, or will sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Supplier to another person(s) or entity(ies). |
| “Change Management” (“CM”) |
| Means the processes relating to planning and performing all changes in the Customers’ IT environments pertaining to the Services, including changes to individual components and coordination of changes across all components. The Change Management processes will support and include checkpoints to determine any potential or required Change Control Procedures, and will endeavor to make changes in a controlled manner without any unnecessary disruption. |
| “Change Request Authorization(s)” |
| Means the process and any related forms required to request and authorize changes requested by VITA, where such changes are within the scope of the existing Services. |
| “Chargeback” |
| Means the services so described Exhibit 4.0 (Pricing and Financial Provisions) involving the allocation of Charges among Customers. |
| “Chargeback System” |
| The system for Chargeback. |
| “Charges” |
| Means the charges payable to the Supplier, as expressly provided in the Agreement, for performing its Services. |
| “CI(s)” |
| Configuration Item(s). |
| “Claim” |
| Means any demand, or any civil, criminal, administrative, action, or proceeding made, commenced or threatened against an entity or person by an unaffiliated third party; provided that for the purposes of this definition, an employee of either Party is considered an unaffiliated third party. |
| “Cloud” |
| Means a collection of services and infrastructure to provide hosted computing capacity or software services. Cloud services are typically shared by a supplier across multiple customers and are available via the public Internet. Cloud may also refer to infrastructure hosted privately (Private Cloud) for VITA or other Customers and providing similar services to the Public Cloud. |
| “Cloud Computing” |
| Means a model for enabling ubiquitous, convenient, on-demand network access to a shared pool of configurable computing resources (e.g., networks, servers, storage, applications, and services) that can be rapidly provisioned and released with minimal management effort or service provider interaction. |
| “Cloud Service Broker” (“CSB”) |
| Means an entity (real or virtual) that manages the use, performance and delivery of Cloud services, in addition to enabling the negotiations and relationships between Cloud providers and Cloud consumers. NIST defines CSB as an IT role and business model in which a company or other entity adds value to one or more Public or Private Cloud services on behalf of one or more consumers of that service via three primary roles including aggregation, integration and customization brokerage. |
| “CMDB” |
| Configuration Management Database. |
| “CMIS” |
| Capacity Management Information System. |
| “CMM” |
| Capability Maturity Model. |
| “CMO” |
| Current Mode of Operations. |
| “CMS” |
| Configuration Management System. |
| “COE” |
| Common Operating Environment. |
| “COLA” |
| Cost of Living Adjustment. |
| “Collaborative Applications” |
| Means and includes legacy Applications containing functionality to enable electronic communication and messaging; work group collaboration; information transfers; frequently-asked questions (FAQs); and similar Application that allow collaborative interaction and receipt/transfer of data and information both within and outside of VITA and Customers. Examples of current and/or future Collaborative Applications include, but are not limited to, Lotus Notes, electronic mail, calendaring, white-boarding, version control systems, electronic newsletters, and instant messaging. |
| “Colocation” or “Colo” |
| Data Center facility in which space is available for rent for servers and other computing hardware. Colocation suppliers provide the building, cooling, power, bandwidth and physical security, while the Customer provides servers and storage. |
| “Commencement Date” |
| The date upon which at least a portion of the Services first commence in the production Environment under the Agreement, following the completion of Implementation for such Services. The expected Commencement Date is set forth in Exhibit 2.4 (Implementation Plan) and Exhibit 2.4.1 (Implementation Milestones). |
| “Commercial off-the-shelf” (“COTS”) |
| Means Equipment and/or Software, as applicable, that is readily available to the public from a Third Party or Supplier. |
| “Commonwealth” |
| Means the Commonwealth of Virginia, the government of the Commonwealth of Virginia, including its agencies and departments. |
| “Commonwealth Works” |
| Means any materials (including documents, drawings, designs, computer code, or other tangible form or medium in which a work of authorship or expression is fixed, or any invention, business method, or process materials) and Intellectual Property that were acquired, licensed, or developed by VITA or another Customer either (a) prior to the commencement of the Supplier’s work on behalf of VITA or Customer under the Agreement, or (b) independent of the Agreement. |
| “Commonwealth Data” |
| data maintained, transformed, or stored by an agency or it’s designee in the performance of Commonwealth business. |
| “Compliance” |
| Means, with respect to Software, Equipment, Systems or other contract Deliverables to be implemented, designed, developed, maintained, modified, enhanced, delivered, integrated, installed and/or tested by Supplier, compliance in all material respects with the Specifications. |
| “Component” |
| Means a grouping of services, hardware, software functionally, or a separate software object in the solution that has the ability to "stand alone" or "integrate with other components" as required. |
| “Comprehensive Infrastructure Agreement” or “CIA” |
| Means the Comprehensive Infrastructure Agreement, dated as of November 14, 2005, by and between the Commonwealth, acting through VITA and Northrop Grumman Systems Corporation, the successor-in-interest by merger to Northrop Grumman Information Technology, Inc., as amended. |
| “Computer Based Training” (“CBT”) |
| Means any course of instruction whose primary means of delivery is a computer. A CBT course (sometimes called courseware) may be delivered via a software product installed on a single computer, through a corporate or educational intranet, or over the Internet as Web-based training. |
“Computer Virus”
Means any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, alter or disrupt any computer program, firmware, or hardware or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information accessed through or processed by such software in any manner.
| “Conditional Event” |
| Means the use of a completed Deliverable is conditioned upon another event or use with another Deliverable or product that is not available as of the time of delivery of such completed Deliverable. |
| “Conferencing Network” |
| Means the portion of VITA’s or other Customer’s Network consisting of Conferencing Premise Equipment, Software, Transport Systems, Interconnect Devices, and Cabling used to create, connect, and transmit voice and video to Users. |
| “Conferencing Premise Equipment” |
| Means the Equipment, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of Conferencing Services to the Users, including room-based and cart-based video and audio conference equipment (e.g., audio/video switching equipment, control computers, monitors, cameras, document viewers, CODEC, sound systems, video and audio conferencing bridges, mixers, multi-point bridging equipment, studio room equipment, and associated diagnostic equipment), and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment. |
| “Confidential Information” |
| Has the meaning set forth in the MSA, Section 17.1 (Confidential Information) of the Agreement. |
| “Configuration” |
| Means the parameters that instruct a Configuration Item how to perform its designated Function. |
| “Configuration Item” (“CI”) |
| Means a component of an IT infrastructure - or an item, such as a request for change, associated with an infrastructure - that is (or is to be) under the control of Configuration Management. CIs may vary widely in complexity, size and type -from an entire system (including all hardware, software and documentation) to a single software module or a minor hardware component. |
| “Configuration Management” |
| Means the process of identifying and defining Configuration Items in a system, recording and reporting the status of Configuration Items and Requests for Change, and verifying the completeness and correctness of the Configuration Items. |
| “Configuration Management Database” (“CMDB”) |
| A Service Management System as defined and described in Exhibit 2.0 (Description of Services and Solution). |
| “Connectivity” |
| Means the ability to access and exchange data, voice, and/or video electronic impulses between various Infrastructure components and with external sources as approved by VITA and provided to Users. |
| “Consent” |
| Means consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person given in accordance with the Agreement. |
| “Contract Change” |
| Means any change to any provision of the Agreement, in accordance with the applicable process. |
| “Contract Records” |
| Means complete and accurate records of, and supporting documentation for, all Charges, all Customer data and all transactions, authorizations, changes, implementations, soft document accesses, reports, filings, returns, analyses, procedures, controls, records, data or information created, generated, collected, processed or stored by the Supplier in the performance of its obligations under the Agreement. |
| “Contract Year” |
| Means each twelve (12) month period commencing at 12:00 a.m. on the Commencement Date and each twelve-month anniversary thereof during the Term, including during any extensions of the Term. |
| “Control” (and its derivatives) |
| Means, with respect to any Entity, the power to direct or cause the direction of management or policies of such Entity, whether through the ownership of voting securities, by contract or otherwise. |
| “Controlled Penetration Tests” |
| Means a type of Assessment that tests the vulnerability of Systems to unauthorized external interventions or improper uses. |
| “CONUS” |
| Means the continental United States. |
| “Continuous Service Improvement” or “CSI” |
| Means Supplier's general obligations to continually evolve services and enhance quality, at minimum in accordance with industry standards, in accordance with the MSA, Section 2.5 (Quality Assurance and Continuous Improvement) of the Agreement. |
| “COTS” |
| Commercial Off the Shelf. |
| “COV” or “COVA” |
| Means the Commonwealth. |
| “CPU” |
| Central Processing Unit |
| “CRAC” |
| Computer Room Air Conditioning |
| “Critical Applications” |
| Means the Applications designated as Critical Applications in the Service Management Manual. |
| "Critical Deliverables” |
| Means the One-Time Deliverables and Recurring Deliverables that have associated Deliverable Credits payable to VITA in the event Supplier fails to successfully and timely complete such Deliverables. |
| “Critical Service Level” |
| Means any Service Level designated as "critical" by VTA, and with respect to which VITA may become entitled to receive Service Level Credits as a result of Supplier's failure to satisfy the associated Service Level standards. |
| “CRM” |
| Customer Relationship Management |
| “Cross-Functional Services” |
| Cross-Functional Services typically integrate multiple standalone functions into a seamless delivery, often requiring multiple suppliers (including MSI, Service Tower Suppliers, Third Party Vendors, and Customers) to participate together in order to achieve the desired business outcome. Those Services are described in Exhibit 2.1 (Description of Services – Managed Public Cloud Services), Tab 2.0 Cross-Functional Services. |
| “CRS” |
| Client Registration System |
| “CSIRT” |
| Computer Security Incident Response Team |
| “CSS” |
| Cascading Style Sheets |
| “CTI” |
| Computer Telephony Integration |
| “Current Projects” |
| Means the projects underway in the IT infrastructure services environment at Commencement Date or applicable Go Live date. |
| “Customer” |
| Means the Public Body(ies) designated by VITA to receive Services, as permitted by applicable Law. Customer includes VITA in its capacity as a recipient of the Services. |
| “Customer Account Manager” or “CAM” |
| Means an individual within VITA who is responsible for establishing and maintaining relationships with a set of VITA Customers and managing overall Customer satisfaction. The duties and organizational placement of CAMs is established by VITA. |
| “DART” |
| Disentanglement Advisory & Recommendation Team |
| “DASD” |
| Direct Access Storage Device |
| “Data Center” |
| Means any controlled or consolidated location where Equipment resides for the delivery of Services to VITA and the Customers. Data Centers generally include environmental controls (air conditioning, fire suppression, etc.), backup power supplies, network connections, and high security. |
| “Data Center LAN” |
| System of Local Area Networks inside the Data Center that provide Network switching, routing, load balancing and other services. |
| “Database” |
| Means a structure set of data stored in a computing Device. |
| “Database Administrator” (“DBA”) |
| Means an individual responsible for the design and management of databases and for the implementation of the Database Management System. DBA includes "logical" and "physical" database administrators. |
| “Database Management System” (“DBMS”) |
| Means a system that controls the organization, storage, retrieval, security, and integrity of data in a database. |
| “Days” |
| Means, whether or not capitalized, calendar days unless otherwise indicated as Business Days. |
| “DBA” |
| Database Administrator/Administration |
| “DBMS” |
| Database Management System |
| “Definitive Hardware Store” (“DHS”) |
| Means an area set aside for secure storage of hardware spares. |
| “Definitive Software Library” (“DSL”) |
| Means a secure software library into which the master copies of all Software (except those versions of VITA’s and Customers’ Application Software not released into the production environment) and associated documentation is stored and from here its control and release is managed. |
| “Deliverable” |
| Means Software, Documentation, plans, reports, data, Work Product, and any other Materials, items or events, in each case describe or itemized as something that is developed, prepared or created and delivered or required to be developed, prepared or created and delivered or made available to VITA or other Customer as part of the Services, including the development or creation of Work Product. It also means any improvements, enhancements, modifications or customization made to the Supplier Materials (described in the MSA, Section 11.2 (Supplier Materials)) as part of or in the course of performing the Services. |
| “Deliverable Credits” |
| Means the amount Supplier shall pay or credit to VITA, as specified in Exhibit 3.3 (Critical Deliverables) and Exhibit 3.1 (Service Level Matrix), or as established by VITA as part of the Project approval process on a case by case basis, in recognition of the diminished value of the Services resulting from Supplier’s failure to meet the agreed upon level of performance, and not as a penalty. Deliverable Credits includes credits associated with Critical Implementation Deliverables. |
| “Demand Management” |
| The process to understand, influence, and ensure that Services continually meet the needs of Customers. |
| “Development” or “Development Environment” |
| Means the Systems environment in which Software and databases are initially designed and created. Customers may have more than one Development Environment. |
| “Description(s) of Services” |
| Means Exhibit 2.0 (Description of Services and Solution) and its attachments, with respect to Supplier or other applicable Integrated Supplier. Without limiting the scope of the definition of Services in MSA, Section 1.0 (Services) of the Agreement, the Description of Services describe certain express duties, obligations and responsibilities of Supplier with respect to the Services, the functions being performed, and other terms specific to the applicable Services. |
| “Development Tool” |
| Means all software programs and programming (and all modifications, replacements, Upgrades, enhancements, documentation, materials, and media related thereto) that are used in the development, testing, deployment, and maintenance of Software. |
| “Device” |
| Means a piece of equipment that has been made for a special purpose. It could be a combination of Hardware, Peripherals, Cables, and Device-specific Software. |
| “DHCP” |
| Dynamic Host Configuration Protocol |
| “DHS” |
| Definitive Hardware Store |
| “Digital Subscriber Line” (“DSL”) |
| Means a service providing Internet access or other Connectivity by transmitting digital data on the public switched telephone network. |
| “Disabling Code” |
| Means (i) any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the System containing the code, program or sub-program, or to halt, disable or interfere with the operation of the Software, code, program, or sub-program, itself, or (ii) any device, method, or token that permits any Person to circumvent the normal security of the Software or the System containing the code. |
| “Disaster” |
| Means an event or series of events constituting a disaster under the terms of the Disaster Recovery Plan or under the Supplier Disaster Recovery Plans. |
| “Disaster Recovery” (“DR”) (Services) |
| Means the process of following specific advance arrangements and procedures in response to a disaster, resumption of the critical business functions within a predetermined period of time, minimizing the amount of loss, and repairing or replacing the damaged facilities as soon as possible. The Disaster Recovery Services consist of the Disaster Recovery related Services and include support and coordination with the Business Continuity Services. |
| “Disaster Recovery Plan” (“DRP)” |
| Means the plan to execute Disaster Recovery Services. |
| “Disaster Recovery Planning” |
| Means, as defined by the ITIL, the series of processes that focus only upon the recovery processes, principally in response to physical disasters that are contained within BCM (Business Continuity Management). |
| “DKIF” |
| Domain Keys Identified Mail |
| “DLP” |
| Data Loss Prevention |
| “DLSw” |
| Data Link Switching |
| “DMARC” |
| Domain Message Authentication Reporting & Conformance |
| “DMZ” |
| Demilitarized Zone (in network security, a network that is isolated from, and serves as a neutral zone between, a trusted network (for example, a private intranet) and an untrusted network (for example, the Internet), provided that one or more secure gateways usually control access to the DMZ from the trusted or the untrusted network). |
| “DNS” |
| Domain Name System. |
| “Document Data Store” |
| Means the repository of information maintained by the MSI and designated as such for use in support or delivery of the Services. |
| “Documentation” |
| Means, collectively, written materials, documentation, specifications, technical manuals, training materials, guides, flow diagrams, file descriptions, notes and other written information, including as may be associated with a software Deliverable, System or otherwise in connection with the Services. |
| “DOE” |
| Date of Employment. |
| “Downtime” |
| Means the time that a particular System, Application, Software, Equipment, Network or any other part of the Services is not Available during the Measurement Window. |
| “DPV” |
| Delivery Point Validation. |
| “DRL” |
| Disaster Recovery Level. |
| “DRP” |
| Disaster Recovery Plan. |
| “DSL” |
| Means, depending on context, either (a) Definitive Software Library or (b) Digital Subscriber Line. |
| “DTE” |
| Data Terminal Equipment. |
| “Earnback” |
| Means the methodology used to determine the “earning back”, or reversal, of a Service Level Credit as described in Exhibit 3 .0(Reporting and Service Level Management). |
| “EBT” |
| Electronic Benefit Transfer. |
| “ECA” |
| Economic Change Adjustment. |
| “EDI” |
| Electronic Data Interchange. |
| “EDM” |
| Employee Data Management. |
| “EDSM” |
| Enterprise Distributed Systems Management. |
| “EE” |
| Enterprise Extender. |
| “EEO” |
| Equal Employment Opportunity. |
| “Effective Date” |
| Has the meaning set forth in the first paragraph of the Agreement. |
| “EFT” |
| Electronic Fund Transfer. |
“Electronic Self-Help”
Any use of electronic means to exercise Supplier’s license termination rights, if allowable pursuant to this Agreement, upon breach or cancellation, termination or expiration of the Agreement.
| “EMEA” |
| Europe, Middle East and Africa. |
| “Enterprise Service Bus” or “ESB” |
| Means, the software mechanism to connect different applications across the enterprise for information exchange and sharing. Organizations can use the ESB for their particular units or across multiple organizations. This service component includes a service gateway as well as reverse proxy capability. |
| “Environment” |
| Means a subset of the IT infrastructure that is used for a particular purpose. For Example: Live Environment, Test Environment, Build Environment. Also used to reference physical Environments such as facilities, air conditioning, power systems, etc. |
| “Environmental Controls” |
| Means any uninterruptible power systems and related environmental conditioning/control equipment including; battery systems, converter, inverter, power switches, generators, fire suppression system, and related cooling systems). |
| “EoSL” |
| End of Support Life. |
| “EPLS” |
| Excluded Parties List System. |
| “EPM” |
| Enterprise Performance Management. |
| “Equipment” |
| Means the computer, telecommunications, and facility-related hardware, equipment, and peripherals (and all modifications, replacements, Upgrades, enhancements, documentation, materials, and media related thereto) that are used in connection with the Services, including by Supplier. |
| “ERAS” |
| Enterprise Remote Access Services. |
| “ERISA” |
| Employee Retirement Income Security Act. |
| “ERP” |
| Enterprise Resource Planning. |
| “ESB” |
| Enterprise Service Bus. |
| “ESC” |
| Executive Steering Committee. |
| “EUC” |
| End-User Computing. |
| “Event” |
| Means an Incident, including failures of service delivery, security breaches, etc. |
| “Expected Service Level” |
| Means the desired and expected level of performance for a Service Level, as set forth in Exhibit 3.1 (Service Level Matrix). |
| “Expected Service Level Default” |
| Means the Supplier’s level of performance for a particular Service Level fails to meet the applicable Expected Service Level (but does not fail to meet the applicable Minimum Service Level), as specified in Exhibit 3 (Reporting and Service Level Management) and has failed to meet such Expected Service Level for four (4) or more occurrences in any rolling twelve (12) month period. |
| “Extranet” |
| Means the portion of VITA’s WAN, consisting of Equipment, Software, Transport Systems, Interconnect Devices, Wiring, and Cabling that are used to create, connect, and transmit data, voice, and video signals to, within, or among ’TA's customers, external partners, and Third-Party Vendors. The Extranet includes web sites that provide information to internal employees and also have secure areas to provide information and conduct business with certain Third Parties. The Extranet is not a public entity, but a private network whose access is provided over the public Internet. The Extranet Network may be delivered via a public circuit-switched service or VPN. The Extranet is subject to VITA Rules, including security policies. |
| “FAQ(s)” |
| Means a frequently asked question or list of such questions. |
| “FCC” |
| Federal Communications Commission. |
| “FDDI” |
| Fiber Distributed Data Interface. |
| “FDMA” |
| Frequency Division Multiple Access. |
| “Federal Tax Information (FTI)” |
| Means any Federal tax information as defined by the IRS in the current version of IRS Publication 1075. |
| “FIPS” |
| Federal Information Processing Standards (Specific FIPS 140-2). |
| “Firewall” |
| Means a Device that controls the transmission of data between two networks based on a set of rules and configurations. |
| “Fiscal Year” (or “FY”) |
| Means the fiscal year of the Commonwealth, which is the 12-month period that commences July 1st and ends June 30th. A reference to the Fiscal Year of another entity shall refer to the fiscal year of that entity. |
| “FISMA” |
| Federal Information Security Management Act of 2002. |
| “FMLA” |
| Family Medical Leave Act. |
| “FMO” |
| Future Mode of Operations. |
| “FOIA” |
| Virginia Freedom of Information Act, §2.2-3700 et seq of the Code of Virginia. |
| “Force Majeure Event” |
| Means a fire, flood, pestilence, earthquake, elements of nature or acts of God, riots, or civil disorders; provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (including, with respect to the Supplier, by the Supplier meeting its obligations for performing disaster recovery and business continuity services as described in this Agreement). |
| “Forward Schedule of Changes” (“FSC”) |
| Means a schedule that includes detail of all the changes approved for implementation and their proposed implementation dates. |
| “FRM” |
| Financial Responsibilities Matrix. May also refer to Financial Scope and Responsibilities Matrix. |
| “FTP” |
| File Transfer Protocol. |
| “Full Time Equivalent” (“FTE”) |
| Means a level of effort, excluding vacation, holidays, training, administrative and other non-productive time (but including a reasonable amount of additional work outside normal business hours), equivalent to that which would be provided by one person working full time for one year. Unless otherwise agreed, one FTE be 1,920 productive hours per year. Without VITA's prior written approval, one dedicated individual's total work effort cannot amount to more than one FTE. |
| “FTE Effort Hours” |
| Means, with respect to a particular task, assignment or Project, only the hours spent actually working to complete such task, assignment, or Project, but not any other activities. For the avoidance of doubt, FTE Effort Hours will not include any hours for Supplier Personnel delivering Services already covered under the Base Charges (as adjusted by ARCs or RRCs). |
| “FTE Rates” |
| Means, in relation to each FTE, the hourly and monthly rates specified in Exhibit 4.0(Pricing and Financial Provisions) for a particular skill category or position. |
| “FTE Services” |
| Means Services that VITA or Customer agree are to be provided on an FTE Rate basis. |
| “Full Time Professional” (“FTP”) |
| Means the productive level of effort, excluding non-productive time such as travel, vacation, holiday, training, education, marketing, administrative staff meetings, medical leave, and military leave, equivalent to that which would be provided by one (1) person working full time over the course of such month, provided that one (1) person's total effort during any month shall not amount to more than one (1) FTP in such month. |
| “Functions” |
| Means functions, responsibilities, activities, deliveries, and tasks necessary, integral, or closely related to the performance of services. |
| “GCP” |
| Google Cloud Platform |
| “GAAP” |
| Means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. |
| “Gateway Services” |
| Means connectivity between network segments, which may include Transport, Equipment, firewalls, or network address translation. |
| “General Terms and Conditions” |
| Has the meaning given in the introductory paragraph of this Agreement (i.e., the introductory paragraph of the Master Services Agreement through Section 23.26.(Contract Documents)) |
| “Go Live” |
| Means the initiation by VITA of a specific service or set of services prior to the Commencement Date. |
| “Governmental Authority” |
| Means any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality of any kind. |
| “GPS” |
| Global Positioning System. |
| “GUI” |
| Graphic User Interface. |
| “HARP” |
| VITA’s Holistic Architecture Review Process |
| “Hard IMAC” |
| Means an approved IMAC request received from VITA or Customer, which requires the Supplier to dispatch a technician to the affected Site or User’s location in order to perform such required IMAC. A Hard IMAC shall include a Soft IMAC, if necessary. |
| “Hardware” |
| See “Equipment.” |
| “HCM” |
| Human Capital Management. |
“Health Record”
Means any written, printed or electronically recorded material maintained by a health care entity in the course of providing health services to an individual concerning the individual and the services provided. “Health record” also includes the substance of any communication made by an individual to a health care entity in confidence during or in connection with the provision of health services or information otherwise acquired by the health care entity about an individual in confidence and in connection with the provision of health services to the individual. (§ 32.1-127.1:03, Code of Virginia).
| “Help Desk” |
| Means the facilities, associated technologies, and fully trained staff who respond to calls, coordinate all problem and request management activities, and act as a single point of contact for Users. |
| “HIPAA” |
| Means the Health Insurance Portability & Accountability Act of 1996, as amended, and all regulations promulgated thereunder. |
| “HITECH Act” |
| Means the Health Information Technology for Economic and Clinical Health Act of 2009, as amended, and all regulations promulgated thereunder. |
| “HRIS” |
| Human Resources Information Services. |
| “HRIT” |
| Human Resources Information Technology. |
| “HSC” |
| Hardware Service Charge. |
| “HTML” |
| Hyper Text Markup Language. |
| “HVAC” |
| Heating, Ventilation, Air Conditioning Systems. |
| “Hybrid Cloud” |
| Means a service to provide Connectivity directly from a private Network to a Cloud supplier without using the public Internet as an intermediary. The hybrid cloud infrastructure is a composition of two or more distinct cloud infrastructures (private, community, or public) that remain unique entities, but are bound together by standardized or proprietary technology that enables data and application portability (e.g., Cloud bursting for load balancing between Clouds). |
| “IAM” |
| Identity and Access Management. |
| “ICE” |
| Integrated Computing Environment. |
| “IDP” |
| Intrusion detection and prevention |
| “IEEE” |
| Institute of Electrical and Electronics Engineers. |
| “IES” |
| Information Exchange System. |
| “IETF” |
| Internet Engineering Task Force. |
| “ILEC” |
| Stands for incumbent local exchange carrier. Means a local telecommunications provider. |
| “IMAC(s)” |
| Means and includes installations, moves, adds, changes, de-installations, and cascades for Equipment, Software, and related services at designated VITA Sites. IMACs will include: Hard IMACs, Soft IMACs, and Project IMACs. |
| “Impact” |
| Means the measure of the business criticality of an Incident, Problem or Request for Change. Often equal to the extent of a distortion of agreed or expected Service Levels. |
| “Implementation Milestones” |
| Means a key activity or Deliverable to be provided by Supplier in support of Implementation. |
“Implementation Plan”
Means the plan(s) to which an applicable Implementation will be performed.
| “Implementation Services” |
| Has the meaning provided in the MSA, Section 9.1 (Implementation Generally) of the Agreement. |
| “IMS” |
| Information Management System. |
| “Incident” |
| Means an event which is not part of the standard operation of a service and which causes or may cause disruption to or a reduction in the quality of services and VITA and/or other Customer productivity. Incident is a common term of ITIL and ITSM disciplines. |
| “Incident Management” |
| Means process with the primary goal to restore normal Service operations as quickly as possible and minimize the adverse impact on business operations, thus ensuring that the best achievable levels of service quality and Availability are maintained. |
| “Incident Management System” |
| Means an automated system used to track the status of Incident Records defined and maintained by Service Desk personnel. |
| “Incident Record” |
| Means the information captured by Service Desk personnel about an Incident. |
| “Income Tax” |
| Means any tax on or measured by the net income of a Party (including taxes on capital or net worth or revenue that are imposed as an alternative to a tax based on net or gross income), or taxes which are of the nature of excess profits tax, minimum tax on tax preferences, alternative minimum tax, accumulated earnings tax, personal holding company tax, capital gains tax, or franchise tax for the privilege of doing business. |
| “Incumbent Supplier” |
| Incumbent Supplier means a supplier that provides or has provided services to VITA or any Customer, where any portion of such services have been or will be replaced or displaced by Supplier's performance of Services. |
| “Inflation Sensitive Charges” |
| Has the meaning set forth in Exhibit 4.0 (Pricing and Financial Provisions). |
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