Commonwealth of Massachusetts Office of Information Technology
Commonwealth of Massachusetts – Office of Information Technology (MassIT) Request for Quotation MassIT RFQ 15-44 E-Rate Consulting Service Posted January 27, 2015
THIS RFQ AND ALL RESPONSES HERETO INCLUDING THE WINNING BID SHALL BECOME PUBLIC, AND CAN BE OBTAINED FROM THE INFORMATION TECHNOLOGY DIVISION’S LEGAL UNIT BY SENDING AN EMAIL TO
[email protected]. ANY PORTIONS OF A RESPONSE THAT ARE LABELED AS CONFIDENTIAL WILL STILL BE CONSIDERED PUBLIC RECORD.
RFQ 15-44 – E-Rate Consulting Services
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Table of Contents 1. GENERAL PROCUREMENT INFORMATION ................................................................. 1 2. AGENCY ......................................................................................................................... 2 3. OVERVIEW ..................................................................................................................... 2 4. REQUESTED SERVICES ............................................................................................... 3 5. CHANGES IN SCOPE/ADDITIONAL RESPONSIBILITIES ............................................. 3 6. PAYMENT ....................................................................................................................... 3 7. ORDER OF PRECEDENCE ............................................................................................ 4 8. SUBMISSION REQUIREMENTS .................................................................................... 4 9. BIDDER RESPONSES .................................................................................................... 4 10. EVALUATION CRITERIA ................................................................................................ 5 11. MISCELLANEOUS .......................................................................................................... 6
1. General Procurement Information Purchasing Department:
Office of Information Technology (MassIT)
Address:
One Ashburton Place, 801 Boston, Massachusetts 02108
Procurement Contact:
Karthik Viswanathan
Telephone:
617-626-4464
E-Mail Address:
[email protected]
RFQ File Number and Title:
MassIT RFQ 15-44 E-Rate Consulting Service
Attachments:
Exhibit A - Template Statement of Work
Event Calendar:
All times are prevailing Eastern time
CALENDAR EVENT RFQ Posting and Release RFQ Responses Due
RFQ – E-Rate Consulting Services
DATE January 27, 2015 February 10, 2015
TIME 5:00 PM
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This Request for Quotes (“RFQ”) does not commit the Commonwealth of Massachusetts (“Commonwealth”) or the Office of Information Technology (“MassIT”) to approve a Statement of Work, pay any costs incurred in the preparation of a Bidder’s response to this RFQ or to procure or contract for products or services. MassIT reserves the right to accept or reject any and all proposals received as a result of this RFQ and to contract for some, all or none of the products and services as a result of this RFQ. MassIT further reserves the right to negotiate with any or all qualified Bidders and to cancel in part or in its entirety this RFQ if it is in the best interest of MassIT or the Commonwealth of Massachusetts to do so. MassIT reserves the right to amend this RFQ at any time prior to the date the responses are due. Any such amendment will be posted to the Commonwealth’s procurement website, CommBuys. Bidders are advised to check this site regularly, as this will be the sole method used for notification of changes. This RFQ is restricted to vendors on ITS53 (solutions provider or technical specialist). 2. Agency MassIT is responsible for the provision of infrastructure services, development of IT policy, and implementation and oversight of all information technology investments for the Commonwealth and its respective agencies. In addition, MassIT provides the processing and application programming services for many state departments using some of the most advanced hardware and software available. MassIT’s Office of Municipal & Schools Technology supports local governments by leveraging the Commonwealth’s technology resources, sharing best practices, and collaborating to efficiently create new resources. 3. Overview MassIT in collaboration with the Department of Elementary and Secondary Education (DESE) is administering a competitive matching grant program (“Digital Connections Partnership Schools Grant” - http://www.doe.mass.edu/grants/2015/DCPSG/) to enhance IT infrastructure to increase broadband access in public school buildings. MassIT will act as a single billing entity for the vendors who provide the infrastructure services for the various School Districts. MassIT will be acting as a consortium for E-Rate filing for the grantees strictly for the services covered under the grant. The Grant services will fall under “Category Two” as defined by the Universal Service Administrative Company (USAC)http://usac.org/sl/applicants/beforeyoubegin/eligible-services/default.aspx MassIT seeks to procure an E-Rate consultant who will assist in collecting, preparing and submitting necessary eRate applications in a timely fashion and advise MassIT on ongoing communication and interaction with USAC, for XXXX Commonwealth public school systems. The expected term of the engagement will be approximately 12 months from the date of the execution of the agreement to be entered under this RFQ, aligned with MassIT and customer projects. Terms not expressly defined in this RFQ shall have the same definition as is found in the USAC’s Glossary of Terms: http://www.usac.org/_res/documents/sl/pdf/handouts/SL-Glossaryof-Terms.pdf .
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4. Requested Services The winning Bidder shall provide the following services as part of this engagement: 1. Work with MassIT’s Office of Municipal and Schools Technology to organize a consortium of schools for E-Rate applications, and to set up appropriate Billed Entities for this effort. 2. Help set up Letters of Agency with the participating Schools/Districts, as well as assist with additional planning for the establishment of a consortium to apply for E-Rate funding. 3. Prepare and submit necessary forms (Forms 470, 471, 486, 472/473, 500, etc.) as necessary to USAC. 4. Document and collate all correspondences and documents during the application process, including but not limited CIPA certifications, Letters of Agency, final quotes, copies of Form 471, Item 21 attachments, FRL Documentation from DESE and School districts 5. Provide appeals and audit Support for MassIT to USAC. 6. Serve as an advisor for MassIT’s Office of Municipal & Schools Technology and Department of Elementary and Secondary Education members with respect to the ERate program. 7. Other tasks related to the eRate activities described above as assigned by the Deputy Commonwealth CIO or Director of Municipal and Schools Technology. 5. Changes in Scope/Additional Responsibilities MassIT expects the services described in the Bidder’s response to be completed approximately twelve (12) months from the Effective Date of any Statement of Work entered under this RFQ (as such Effective Date is defined in such Statement of Work). The initial term of services contracts entered through this RFQ will be one (1) year with two (2) options to renew, solely at MassIT’s discretion, for an additional one (1) year each for a maximum contract term of three (3) years (including the initial term and all possible renewal terms). Services procured through contracts resulting from this procurement are subject to available funding. MassIT shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to any Agreement entered into under this RFQ whenever, in the judgment of MassIT, the goals of RFQ have been modified or altered in a way that necessitates such changes. MassIT may procure additional services from the winning Bidder to provide additional and related consulting and or related services under this RFQ. If additional funds become available, MassIT reserves the right to increase the maximum obligation under this RFQ subject to available funding, satisfactory contract performance, and service needs. MassIT may also determine that previously approved work products are no longer required, or that work products or deliverables must be modified and the scope of the Agreements entered into hereunder will change accordingly. 6. Payment This is a time and materials engagement. RFQ – E-Rate Consulting Services
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Bidders must submit hourly rates for all resources proposed in their bid. Without limiting MassIT’s ability to staff the winning Bidder (including multiple resources from the winning Bidder and in accordance with the SOW (as defined below)) on the tasks and deliverables set forth in this RFQ, MassIT reserves the right to also hire the winning Bidder, at the hourly rates included in its bid, and at no more than 40-hours per week for one (1) resource, for work closely related to the projects described in this RFQ (Section 4 – Requested Services) but not specifically described herein. 7. Order of Precedence The contract resulting from this RFQ shall consist of the following documents in the following order of precedence: (1) the Commonwealth’s Terms and Conditions; (2) the Commonwealth’s Standard Form Contract; (3) the applicable RFR ITS53TechSpec or ITS53SolProv; (4) the Bidder’s response thereto; (5) this RFQ 15-44; (6) the Statement of Work and any other agreements negotiated by and between the parties; and (7) the Bidder’s response to this RFQ 15-44
8. Submission Requirements Interested Bidders must submit one (1) electronic copy of the response to the RFQ in Microsoft Word format on the Commonwealth’s procurement site, CommBuys. If Bidder has any issues with responding through CommBuys you must contact the CommBuys Help Desk at
[email protected] or call during normal business hours (8AM – 5PM Monday – Friday) at 1-888-627-8283 or 617-720-3197.
Responses must be received no later than the response due date and time indicated in the Event Calendar above or they will not be evaluated. Useful Links:
Job aid on how to submit a quote: http://www.mass.gov/anf/docs/osd/commbuys/create-aquote.pdf
Webcast: How to Locate and Respond to a Bid in CommBuys, will familiarize bidders with CommBuys terminology, basic navigation, and provide guidance for locating bid opportunities in CommBuys and submitting an online quote.
9. Bidder Responses Bidders’ responses should include, at a minimum, the following:
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1.
Business Response a. A signed cover letter in which the Bidder states that it agrees to the terms of this RFQ. Include the statewide contract number that you are using to provide your response. b. A description of three projects that the Contractor or Bidder has engaged in over the last three years highlighting experience with E-Rate applications filings and management with name and contact information of at least one person at each of the three (3) customer entities who can discuss in detail with MassIT the work performed by the Bidder. References should be submitted in the format required by OSD’s Business Reference Form, available at http://www.mass.gov/anf/docs/osd/forms/busreffm.doc. Bidders should also submit references for any projects in which they have acted as a resource to consortia of municipalities or schools jointly filing and managing their E-Rrate applications. c. The Bidder’s affirmative agreement to provide the tasks and deliverables as required under Section 4 of this RFQ, as well as any proposed additions to the tasks or deliverables based on the Bidder’s proposed approach. d. A chart showing the names and roles of Bidder personnel who will perform the services described in Bidder’s response, as well as an estimate of the total anticipated hours that will be required for the winning bidder to fulfill its obligations under this RFQ. The business response must include resumes for all named personnel as well as information on the relevant experience of the Bidder and its proposed personnel acting as E-Rate consultants. e. A draft detailed Statement of Work (“SOW”), the template of which is attached hereto as Exhibit A, which should include the Bidder’s proposed description of : i. Project Scope ii. Responsibilities of Parties iii. Assumptions iv. Pricing (the Statement of Work submitted with the business response should not include pricing; any pricing, included hourly rates, should instead be separately submitted with the cost response) Most of the standard terms of the SOW are nonnegotiable but the parties will negotiate the specific approach for and timing of Tasks and Deliverables (as defined in the SOW) based on Bidder’s response.
2.
Cost Response a. A statement of hourly rates for the resources completing the tasks and deliverables set forth in Section 4 of this RFQ. All proposed rates must include all costs and expenses, including without limitation delivery services, travel and all other costs and expense. The Commonwealth will not pay any costs and expenses not included in the cost response. Rates must be guaranteed for the term of the SOW (as defined above).
10. Evaluation Criteria The responses to this RFQ will be evaluated based on the criteria listed below. The criteria are listed in descending order of importance with the most important criteria listed first. The procurement management team reserves the right to remove from further consideration non-responsive bids and those that include attempts by the Bidder to alter the Commonwealth’s standard legal terms. RFQ – E-Rate Consulting Services
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1. Relevant experience of the organization and its proposed personnel with E-Rate filings and working with USAC & its Schools & Libraries Division (SLD). 2. Price. The PMT will consider the Bidder’s hourly rates. 3. References. 11. Miscellaneous A. General By submitting a proposal in response to this RFQ, Bidders agree to the following terms:
4.
MassIT will not pay for any costs other than those set forth in the Bidder’s cost response to this RFQ. Note that the Commonwealth does not reimburse any costs related to travel and expenses in the course of providing products or services. All bids submitted in response to this RFQ must be valid for a minimum of ninety (90) calendar days. Extraneous marketing or promotional materials are discouraged and such information will not be factored into the evaluation of Bidders MassIT will not pay any charges not set forth in the Bidder’s response.
B.
Bid/Response Rejection
1.
2. 3.
MassIT reserves the right to reject any or all bids (responses), in whole or in part and for any reason deemed non-compliant or non-response per this RFQ, its attachments or any subsequent changes. Bidders are advised to check prior to submitting a response to ensure that they have the most recent RFQ files and forum questions and answers. Bidders may not alter (manually or electronically) the RFQ language or any RFQ component files. Modifications to the body of the RFQ, forum questions and answers, specifications, terms and conditions, or which change the intent of this RFQ are prohibited and may disqualify a response. MassIT reserves the right not to enter any agreement under this RFQ. C.
Contract Amendments
MassIT reserves the right to amend this RFQ or any contract resulting from this RFQ. MassIT may negotiate changes to the original performance measures, reporting requirements or payment methodologies tied to performance at any time during the contract duration if they are consistent with the specifications of this RFQ. MassIT reserves the right to negotiate and execute contract amendments with the contractor(s) which MassIT determines as necessary to result in the intent of this RFQ, to amend the specifications for necessary requirements, or to result in a better valued contract. Negotiation would be with the successful contractor(s) of this RFQ. Amendments may include, but are not limited to, contract dollars, contract performance, increased or decreased obligations, scope of work, quantity, etc. D.
Limitations.
This RFQ does not commit the Commonwealth or MassIT to approve a Statement of Work, pay any costs incurred in the preparation of a bidder’s response to this RFQ or to procure or contract for products or services. MassIT reserves the right to accept or reject any and all proposals received as a result of this RFQ and to contract for some, all or none of the products and services as a result of this RFQ. MassIT further reserves the right to negotiate with any or RFQ – E-Rate Consulting Services
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all qualified bidders and to cancel in part or in its entirety this RFQ if it is in the best interest of MassIT or the Commonwealth of Massachusetts to do so. E.
Review Rights
Responses to this RFQ may be reviewed and evaluated by any person(s) at the discretion of MassIT including non-allied and independent consultants retained by MassIT now or in the future, for the sole purpose of obtaining an analysis of responses. Any and all respondents may be asked to further explain or clarify in writing areas of their response during the review process. MassIT retains the right to request further information from respondents. F.
Nonresponsive Bids
MassIT reserves the right to exclude from further consideration nonresponsive bids that fail to meet the submission requirements of this RFQ.
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STATEMENT OF W ORK BETWEEN THE MASSACHUSETTS OFFICE OF INFORMATION TECHNOLOGY AND [NAME ITS53 IT PROJECT SERVICES VENDOR] FOR THE [NAME PROJECT] 1 INTRODUCTION The following document will serve as a statement of work (SOW) between MassIT of the Executive Office of Administration and Finance and [Vendor Name] ([Vendor Abbreviation]) to apply to work as E-Rate consultant. Work effort under this SOW will be limited to service activities relating to the E-Rate filings as a consortium for School Districts in the Commonwealth of Massachusetts. The entire agreement between the parties (the “Agreement”) consists of the following documents in the following order of precedence: (1) the Commonwealth’s Terms and Conditions; (2) the Commonwealth’s Standard Form Contract; (3) the applicable RFR, ITS53TechSpec or ITS53SolProv; (4) the Bidder’s response thereto; (5) this RFQ 15-44; (6) the Statement of Work and any other agreements negotiated by and between the parties; and (7) the Bidder’s response to this RFQ 15-44.
2 OVERVIEW, EFFECTIVE DATE AND TERM This project addresses the preparation and submission for E-Rate forms to USAC the and letters of Agency, analysis, documentation, advise, audits & appeals support as required by MassIT and customer projects. This SOW shall become effective on the date on which it is executed by both parties and shall terminate on [termination date]. Notwithstanding the foregoing, sections [choose sections that will survive termination] shall survive the termination of the remainder of this SOW. The term of this agreement shall be ___ [months or days] commencing on ____ and ending on ____, 20__. 3 SINGLE POINT OF CONTACT [Vendor Abbreviation] and MassIT will each assign a single point of contact with respect to this SOW. It is anticipated that the contact person will not change during the period the SOW is in force. In the event that a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two-week written notice is required. For a change resulting from an emergency, prompt notice is required. [Vendor Abbreviation]’s contact person is [Vendor Contact Name and Title], who can be reached at [Vendor Contact Address, phone number(s), eMail]. MassIT’s contact is Karthik Viswanathan, Deputy Commonwealth CIO, who can be reached at One Ashburton Place, 8th Floor, Boston, MA 02108, 617-626-4464,
[email protected].
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4 SYSTEM SECURITY As part of its work effort, [Vendor Abbreviation] may be required to use Commonwealth data and IT resources in order to fulfill part of its specified tasks. For purposes of this work effort, “Commonwealth Data” shall mean data provided by MassIT to [Vendor Abbreviation], which may physically reside at a Commonwealth or MassIT or [Vendor Abbreviation] location. In connection with such data, [Vendor Abbreviation] will implement commercially reasonable safeguards necessary to: Prevent unauthorized access to Commonwealth Data from any public or private network Prevent unauthorized physical access to any information technology resources involved in the development effort and Prevent interception and manipulation of data during transmission to and from any servers. [Vendor Abbreviation] will notify the Commonwealth immediately if any breaches to the system occur. 5 ACCEPTANCE OR REJECTION PROCESS [Vendor Abbreviation] will submit the required deliverables specified in this SOW to the MassIT Project Manager for approval and acceptance. MassIT will review work product for each of the deliverables and evaluate whether each deliverable has clearly met in all material respects the criteria established in this agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the deliverables will be deemed acceptable. Within ten (10) working days of receipt of each deliverable, the MassIT Project Manager will notify [Vendor Abbreviation], in writing, of the acceptance or rejection of said deliverable using the acceptance criteria specified in this section. A form signed by MassIT shall indicate acceptance. [Vendor Abbreviation] shall acknowledge receipt of acceptance forms in writing. Any rejection will include a written description of the defects of the deliverable. [Vendor Abbreviation] will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the deliverable to the Commonwealth. MassIT will then have an additional 5 (five) business days from receipt of the updated deliverable to notify [Vendor Abbreviation], in writing, of the acceptance or rejection of the updated deliverable. Any such rejections will include a description of the way in which the updated deliverable fails to correct the previously reported deficiency. Failure of MassIT to reject a deliverable within the above specified notification periods will constitute acceptance by the Commonwealth of said deliverable. Following any acceptance of a deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next 6 6.1
PROJECT MANAGEMENT Project Managers
6.1.1
MassIT Project Manager: Project management of this engagement will be performed by MassIT. The MassIT’s project manager will:
Work closely with the [Vendor Abbreviation] Project Manager to ensure successful completion of the project. Consult with the [Vendor Abbreviation] Project Manager to develop the Project Management Plan. Review weekly status reports and schedule weekly meetings with [Vendor Abbreviation], as necessary. Coordinate participation from [name other agencies and/or vendors] as required during the engagement. Acquire MassIT project team members as needed.
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Coordinate MassIT’s review of the deliverables and sign an acceptance form to signify acceptance for each accepted deliverable. MassIT’s Project Manager reports to Karthik Viswanathan, Deputy Commonwealth CIO, who reports to Bill Oates, Chief Information Officer. Lou Angeloni, Chief Financial Officer, will sign this SOW and all amendments hereto on behalf of MassIT.
6.1.2 Vendor Project Manager The [Vendor Abbreviation] Project Manager will: Serve as an interface between the Commonwealth Project Manager and all [Vendor Abbreviation] personnel participating in this engagement. Develop and maintain the Project Management Plan, in consultation with the MassIT Project Manager. Facilitate regular communication with the MassIT Project Manager, including weekly status reports/updates, and review the project performance against the project plan. Facilitate weekly project status meetings for the duration of the engagement. Update the project plan on a weekly basis and distribute at weekly meetings for the duration of the engagement. Sign acceptance forms to acknowledge their receipt from MassIT. Be responsible for the management and deployment of [Vendor Abbreviation] personnel. [Vendor Abbreviation]’s Project Manager reports to _____, who reports to_____ [repeat until reaching engagement partner or equivalent]. [Name and title], being an authorized signatory named in the [Vendor Abbreviation]’s response to ITS53, will sign this SOW and all amendments thereto on behalf of [Vendor Abbreviation]. 6.2 Issue Resolution The project managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to [name and title of respective persons at agency and vendor]. 6.3 Changes in Task Order Scope of Work The project manager who would like to request a change in scope for this engagement will provide the suggested change in writing to the other team’s project manager. The project managers will jointly determine whether the change impacts the schedule. The parties can mutually agree to the change through a written amendment to this SOW. 6.4 Key Personnel [Vendor Abbreviation] agrees to provide the following personnel for the following amounts of time for the duration of this project: TABLE 1 KEY PERSONNEL Staff Members
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Role
Time Commitment expressed as percentage of full time
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[Vendor Abbreviation] will assign all of the foregoing personnel to this engagement on the time basis set forth in Table 1. In the event that a change is necessary, [Vendor Abbreviation]’s Project Manager will provide prompt written notice to MassIT’s Project Manager of the proposed change. If the personnel change is a result of a non-emergency, two-week written notice shall be provided by [Vendor Abbreviation]’s Project Manager to MassIT’s Project Manager. For personnel changes that result from an emergency, prompt written notice shall be provided by [Vendor Abbreviation]’s Project Manager. MassIT’s Project Manager has the right to accept or reject all personnel. 6.5 Equipment, Work Space, Office Supplies MassIT will provide workspace, cubicles, standard office equipment, and standard network connectivity provided to state employees for [Vendor Abbreviation] team members working on-site for activities defined in task orders, as required by this SOW. [Vendor Abbreviation] will submit a list of employees who will need access to the building and to state systems as required for execution of this SOW. Any [Vendor Abbreviation] employees who have access to IT resources must comply with the “Acceptable Use Policy” (see www.mass.gov/MassIT) or any alternative Acceptable Use Policy adopted by the MassIT. 6.6 Related Project Knowledge In addition to the “Statewide Contract IT Specifications” and all other terms of ITS53, [Vendor Abbreviation] shall, prior to commencing any other work under this SOW, become familiar with the following documents: [here list any other material that the vendor must master in order to perform under the contract, such as prior studies, agreements, reports, etc.]. 6.7 Intellectual Property Agreement for Vendor’s Employees, Contractors and Agents [Vendor Abbreviation] shall ensure that all [Vendor Abbreviation] personnel providing services under this SOW, regardless of whether they are [Vendor Abbreviation]’s employees, contractors, or agents, shall, prior to rendering any services under this SOW, sign the “Intellectual Property Agreement for Vendor’s Employees, Contractors and Agents,” which is included as one of the ITS53 documents, and return signed copies of the same to MassIT’s Project Manager prior to the delivery of any services under this SOW. 7
ADDITIONAL TERMS
7.1 Definitions The terms used in this SOW, unless defined herein, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties. 7.2 Code Review [Vendor Abbreviation] shall comply with any code review policy adopted by the Information Technology Division. 7.3
Warranty
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[Vendor Abbreviation] makes the following warranties with respect to any deliverables delivered under this SOW: (1) Vendor’s services shall be performed in a professional and workmanlike manner and in accordance with the specifications and description of services as set forth in the Agreement; (2) the deliverables will substantially conform with the deliverable descriptions set forth in this SOW; (3) all media on which [Vendor Abbreviation] provides any software under this Agreement shall be free from defects; and (4) all software delivered by [Vendor Abbreviation] under this Agreement shall be free of Trojan horses, back doors, and other malicious code. 7.4
Title and Intellectual Property Rights
7.4.1 Definition of Property The intellectual property required by [Vendor Abbreviation] to act as an E-Rate consultant (hereinafter the "Property") may consist of computer programs (in object and source code form), scripts, data, documentation, the audio, visual and audiovisual content related to layout and graphic presentation, text, photographs, video, pictures, animation, sound recordings, training materials, images, techniques, methods, algorithms, program images, text visible on the Internet, HTML code and images, illustrations, graphics, pages, storyboards, writings, drawings, sketches, models, samples, data, other technical or business information, and other works of authorship fixed in any tangible medium. 7.4.2 Source of Property [Vendor Abbreviation]’s work hereunder may involve intellectual property derived from four different sources: (1) third party software vendors; (2) that developed by [Vendor Abbreviation] for the open market (i.e. [Vendor Abbreviation]’s commercial off the shelf software); (3) that developed by [Vendor Abbreviation] for other individual clients, or for internal purposes prior to the Effective Date of this Statement of Work and not delivered to any other client of [Vendor Abbreviation]’s; and (4) developed by [Vendor Abbreviation] specifically for the purposes of fulfilling its obligations to MassIT under the terms of this Statement of Work and all other documents listed in Section 1 of this Statement of Work. If applicable, ownership of the first and second categories of intellectual property is addressed in separate agreements between MassIT and the contractors and resellers of such software. This section of the Statement of Work addresses exclusively ownership rights in the third and fourth categories of intellectual property. 7.4.3 Contractor Property and License [Vendor Abbreviation] will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by [Vendor Abbreviation] in connection with such work (hereinafter the "Contractor Property"). MassIT acknowledges that its possession, installation or use of Contractor Property will not transfer to it any title to such property. MassIT acknowledges that the Contractor Property contains or constitutes commercially valuable and proprietary trade secrets of the Contractor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. MassIT acknowledges that the Contractor Property is being disclosed to MassIT to be used only as expressly permitted under the terms of the license described in the associated Statement of Work. MassIT will take no affirmative steps to disclose such information to third parties, and, if required to do so under the Commonwealth¹s Public Records Law, M.G.L. c. 66, § 10, or by legal process, will promptly notify [Vendor Abbreviation] of the imminent disclosure so that [Vendor Abbreviation] can take steps to defend itself against such disclosure.
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Except as expressly authorized in the associated Statement of Work, MassIT will not copy, modify, distribute or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble the Contractor Property. [Vendor Abbreviation] grants to MassIT a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit and create derivative works based upon the Contractor Property, in any media now known or hereafter known, but only to the extent reasonably necessary for MassIT’s exploitation of the deliverables to be developed. During the term of the associated Statement of Work and immediately upon any expiration or termination thereof for any reason, [Vendor Abbreviation] will provide to MassIT the most current copies of any Contractor Property to which MassIT has rights pursuant to the foregoing, including any related documentation. Notwithstanding anything contained herein to the contrary, and notwithstanding MassIT’s use of the Contractor Property under the license created herein, [Vendor Abbreviation] shall have all the rights and incidents of ownership with respect to the Contractor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties. 7.4.4 Commonwealth Property In conformance with the Commonwealth’s Standard Terms and Conditions, on the date on which MassIT reimburses [Vendor Abbreviation] for a deliverable accepted by MassIT under the terms of this Statement of Work, all of [Vendor Abbreviation]’s right, title and interest in all Property developed by [Vendor Abbreviation] under the terms of this Statement of Work solely for purposes of creating the deliverables described in this Statement of Work shall pass to and vest in the Commonwealth, including all copyright, patent, trade secret, trademark and other intellectual property rights created by [Vendor Abbreviation] in connection with such work and any causes of action relating to or based upon such work (hereinafter the "Commonwealth Property"). [Vendor Abbreviation] hereby assigns to the Commonwealth, as of the date on which MassIT reimburses [Vendor Abbreviation] for such deliverables, all intellectual property rights that it may now or hereafter possess in the Commonwealth Property related to such deliverable and all derivative works thereof. [Vendor Abbreviation] also agrees to execute all documents and take all actions that may be necessary to confirm such rights, including providing any code used exclusively to develop such deliverables for MassIT and the documentation for such code. [Vendor Abbreviation] acknowledges that there are currently and that there may be future rights that the Commonwealth may otherwise become entitled to with respect to Commonwealth property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that [Vendor Abbreviation] specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media and forms of exploitation. With respect to web site development contracts, MassIT will bear sole responsibility for registering the software or system domain name or URL, applying for any trademark registration relating to the software or system domain name or URL and applying for any copyright registration related to its copyright ownership with respect to any Commonwealth Property. [Vendor Abbreviation] agrees to take such actions as may be reasonably requested by MassIT to evidence the transfer of ownership of or license to intellectual property rights described in this section. 7.4.5 Clearances [Vendor Abbreviation] will represent and warrant to MassIT that it has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by it for incorporation in the deliverables to be developed.
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7.4.6 Third-party Intellectual Property If the deliverables contain or will contain any third-party intellectual property to which the Contractor intends to provide a sublicense, the Contractor must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in the Contractor’s initial quotation to the Contracting Department, or, if the requirement to utilize sublicensed intellectual property is not known at the outset of the project, as soon as the requirement becomes known. Sublicenses to third-party intellectual property can ONLY be provided under ITS53 if they are provided at no charge to the Commonwealth. 7.5 Additional CORI check requirements [Vendor Abbreviation]’s employees, contractors and agents may be subject to CORI checks at MassIT’s discretion, including repeat CORI checks if deemed appropriate.
8 [VENDOR ABBREVIATION] TASKS AND DELIVERABLES As this is a time and materials SOW, tasks and deliverables will be assigned by MassIT to [Vendor Abbreviation] during the engagement. Deliverables will be considered “complete” when all the acceptance criteria set forth in this SOW or in the assignment from MassIT have been met or the prescribed review period for each deliverable or task has expired without written response from MassIT. The task/deliverable numbers are referred to in subsequent sections throughout this SOW. All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All itemized and/or annotated lists shall be delivered in computer spreadsheets, capable of being imported to Microsoft Excel 2010. All meetings shall be held AT One Ashburton Place, Boston, MA 02108 unless agreed to otherwise by the Project Managers. Meetings must be scheduled at least three full business days in advance, with reasonable accommodation of attendees’ schedules. All meeting results will be described in a follow-up report generated by the [Vendor Abbreviation] project manager and approved by the MassIT project manager. 9
Payment Terms
[Vendor Abbreviation] agrees to invoice the Commonwealth on a monthly basis for time and materials work completed in accordance with this SOW. MassIT will make payments to [Vendor Abbreviation] within 45 days of receipt of an accurate invoice for no more than 37.5 hours per week, in accordance with the Commonwealth’s bill paying policy.
10
KNOWLEDGE TRANSFER AND DOCUMENTATION REQUIREMENTS [Vendor Abbreviations]’s personnel, contractor or agent shall work closely with MassIT staff on a continuous basis to transfer knowledge of E-rate applications, filings and correspondences, to designated staff.
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TRANSFER OF ENGAGEMENT PRODUCTS AT CONTRACT TERMINATION At contract termination, [Vendor Abbreviation] shall transfer to the Commonwealth any work product developed by [Vendor Abbreviation] during the engagement.
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Signature Page for MassIT SOW for [Project Name]
The undersigned hereby represent that they are duly authorized to execute this SOW on behalf of their respective organizations. Massachusetts Technology
Office
of
Louis F. Angeloni
Date
RFQ – E-Rate Consulting Services
Information
[Vendor Name]
[Vendor Signatory and Title] Date
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