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Solicitation Information

November 10, 2016

Addendum #9

RFP# 7550676

TITLE: Special Use Identification Tags (Temporary Plates) for Rhode

Island licensed Dealerships.

Submission Deadline: November 23, 2016 at 2:30 PM (ET)

Please note the following clarifications:

1. The following item is added to Section 3, Scope of Work:

“Develop a system able to prevent issuance of multiple temporary plates to the same motor vehicle within a specified time period.”

2. Section 5, Evaluation and Selection is modified as follows:

“The maximum possible score is 100 points and applications scoring below 50 points in the technical review will not be considered.”

Attached please find a revised Application Development and Hosting Agreement for inclusion with this RFP.

Gail Walsh

Chief Buyer

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Agreement

By and Between

The State of Rhode Island, by and through the Department of Administration, on behalf of the

Department of Revenue and its Division of Motor Vehicles

And

___________________________________________

For

Special Use Identification Tags (Temporary Plates) for

Rhode Island Licensed Motor Vehicle Dealers

This Special Use Identification Tags (Temporary Plates) for Rhode Island Licensed Motor Vehicle

Dealers Agreement (hereinafter the “Agreement”) is made and entered into this ____ day of

_____________, 2016, by and between the State of Rhode Island, by and through the Department of Administration, on behalf of the Department of Revenue and its Division of Motor Vehicles (hereinafter

the “State”) and ________________________________________ with a principal place of business located at __________________________________________, qualified to do business in the State

of Rhode Island (hereinafter “Contractor”), each individually a “Party” and together the “Parties.”

WHEREAS, the State issued a Request for Proposals # 7550676 dated June 7, 2016, titled

“Special Use Identification Tags (Temporary Plates) for Rhode Island Licensed Dealerships,” with Addenda dated _______________ (hereinafter together the “RFP”), incorporated by reference herein,

for an on-demand electronically printed temporary plate service for the sellers of motor vehicles to be developed, supported, maintained and hosted by a vendor; and,

WHEREAS, Contractor responded to the RFP with a Technical Response and Cost Proposal, both dated __________________, 2016 (hereinafter together the “Proposal”), incorporated herein by

reference; and,

WHEREAS, the Parties desire to establish an Agreement for Contractor to provide the product,

works and services to State (hereinafter together the “Services”).

NOW THERFORE, for good and valuable consideration exchanged by and between the Parties,

the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

PRECATORY CLAUSES

The precatory “Whereas” clauses are incorporated herein and made a part of the Agreement.

1. OVERVIEW

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This Agreement sets forth the general terms and conditions under which the State shall purchase

certain Services. Any Exhibits listed below or hereafter mutually executed by the Parties (hereinafter the “Exhibits”), are attached hereto and made a part hereof:

Exhibit A - Statement of Work

A1 - Deliverables

A2 - Hosting A3 - Security and Privacy

A4- Data Backup and Protection and Disaster Recovery Plan A5 - Testing

A6 - Project Management A7 - Staffing

A8 - Data Conversion

A9 - Support, Maintenance and Service Level Agreement A10 - Training

Exhibit B - Deployment Schedule/Work Plan Exhibit C - Compensation/Fee Schedule

Exhibit D - Accessibility

Exhibit E - Breach of Confidential Information Exhibit F - Insurance

R.I. Gen. Laws 37-2-1, et seq. and its implementing Purchasing Regulations, including the General

Conditions of Purchase, as amended, are incorporated herein by reference and made a part of this Agreement (hereinafter the “Purchasing Law”).

2. TERM OF AGREEMENT

The Term of this Agreement shall be from the date of the State of Rhode Island, Department of Administration’s Division of Purchases issuance of a Notice of Contract Award for two (2) years,

unless earlier terminated or cancelled as provided for herein. This Agreement may be renewed at

the State’s sole option on an annual basis for two (2) one (1) year terms by written notice by State to Contractor at least sixty (60) days prior to the end of the then current term.

3. STATEMENT of WORK

Contractor shall provide the Services as detailed in the Statement of Work, Exhibit A, as set forth in the RFP, its Proposal and this Agreement, in accordance with the Deployment Schedule/Work Plan, Exhibit B.

4. COMPENSATION

Contractor shall receive such compensation as set forth in the Compensation/Fee Schedule, Exhibit C.

5. TERMINATION a. Termination by Agreement

This Agreement may be terminated by mutual consent of both Parties executed in writing. b. Termination for Lack of Funding or Authority

State, by written notice to Contractor, may terminate the whole or any part this Agreement under any of the following conditions:

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1) If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the Services in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the Services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Agreement, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Agreement under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

c. Termination for Cause This Agreement may be terminated for cause upon the breach of any term, provision or condition of this Agreement subject to cure, by providing written notice of termination to the breaching party. Such notice shall specify the time, the specific provision of the Agreement or “for cause” reason that gives rise to the termination, and if susceptible to cure, shall specify reasonable appropriate action that can be taken by the breaching party to avoid termination of the Agreement. Such notice shall provide a period of up to thirty (30) calendar days, unless otherwise specified, for the breaching party to cure breaches and deficiencies of its performance.

The rights and remedies of State provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

6. LIQUIDATED DAMAGES The parties agree that State may suffer damages due to a failure by Contractor to provide deliverables or services under this Agreement. Because it is difficult to fix the actual damages sustained in the event of such delays, State and Contractor agree that the amount of damages will be determined as per this section. In the event of any non-performance Contractor shall pay that amount as liquidated damages and not as a penalty. Amounts due to State as liquidated damages may be deducted by State from any amounts payable to Contractor, and any amount outstanding over and above the amounts deducted from the invoice will be promptly tendered by check from Contractor to State. Delays due to causes of Force Majeure or due to the responsibility of State shall extend the time for performance on a day-for-day basis. State will not assess liquidated damages against Contractor when the delay in delivery or performance is beyond the control and without the fault or negligence of Contractor. If Contractor fails to complete a Deliverable identified in the Statement of Work, Exhibit A, or the Deployment Schedule/Work Plan, Exhibit B, by the specified deadline (or revised deadline as agreed upon between the parties through the Integrated Change Control Process), Contractor shall pay liquidated damages to State in the amount of $________ per calendar day for each day the Deliverable is delayed. 7. INJUNCTIVE RELIEF Contractor shall immediately report to State any and all unauthorized access, disclosure or use of State’s Confidential Information or Proprietary Information of which Contractor or its staff is aware or has knowledge and take such actions as further detailed in Exhibit E. Contractor acknowledges that any unauthorized publication or disclosure of State’s Confidential Information or Proprietary Information to others may cause immediate and irreparable harm to State. If Contractor should publish or disclose such Confidential Information or Proprietary Information without authorization, or if there is an unauthorized access, disclosure or use of Confidential Information or Proprietary

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Information, State shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. 8. RIGHT OF SETOFF DAMAGES Amounts due State by Contractor, including liquidated or other damages, or claims for damages, may be deducted or set-off by State from any money payable to Contractor pursuant to this Agreement or as provided in State Purchases Law. 9. RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH If Contractor fails to deliver deliverables or to provide Services which satisfy Contractor’s obligations under this Agreement, State shall have the right to withhold any and all payments due under this Agreement. State may withhold any and all such payments due under this Agreement to Contractor without penalty or work stoppage by Contractor, until such failure to perform is cured. 10. HOLD HARMLESS and INDEMNIFICATION

In addition to its obligation to provide insurance as specified in Exhibit F, Contractor, its subcontractors, agents and assigns shall indemnify and hold harmless the State including but not limited to, its and

their departments, agencies, elected officials, officers, employees and agents, from any and all claims made (including any claims from end users), including but not limited to, liability, damages, awards,

costs, expenses and reasonable attorneys’ fees to the extent any such claim directly and or indirectly arises, in whole or part, from: (1) the negligent acts, errors, or omissions in performance of Services

by Contractor during its performance of this Agreement; 2) breach of this Agreement by Contractor;

or, 3) the disclosure, unauthorized access to or unauthorized use of Confidential Information during this Agreement. State agrees to give Contractor prompt notice upon State’s notice of any such claim

and absent a conflict of interest, an opportunity to control the defense thereof.

11. INTELLECTUAL PROPERTY INDEMNIFICATION

a. Contractor, at its own expense, shall defend and indemnify State against claims that Services furnished under this Agreement infringe a United States patent or copyright or misappropriate trade secrets protected under United States law.

b. As to any Services which are subject to a claim of infringement or misappropriation, Contractor may (a) obtain the right of continued use of the Services for State or (b) replace or modify the Services to avoid the claim. If neither alternative is available on commercially reasonable terms then, at the request of Contractor any applicable Services will end, State will stop using the Services, and will return any product to Contractor. Upon return of the product or cessation of use of Services if no product, Contractor will give State a credit for the fees paid to Contractor, less a reasonable offset for use and obsolescence.

12. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants to State that neither Contractor, in connection with performing the Services in performance of this Agreement, nor any completed product delivered by Contractor, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any person. Contractor further represents and warrants to State that it will not use any trade secrets or confidential or proprietary information owned by any third party in performing the Services related to

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this Agreement or in delivery of the completed product unless Contractor has the authority to license, use or provide those trade secrets or confidential or proprietary information to State. Contractor further represents and warrants to State that neither Contractor nor any other company or individual performing Services pursuant to this Contract is under any obligation to assign or give any work done under this Agreement to any third party.

13. SERVICES FOR HIRE/WORK (as applicable) Contractor acknowledges that all work(s) under this Agreement is "work(s) for hire" within the meaning of the United States Copyright Act (Title 17 United States Code) and hereby assigns to State all rights and interests Contractor may have in the work(s) it prepares under this Agreement, including any right to derivative use of the work(s). All software and related materials developed by Contractor in performance of this Agreement for State shall be the sole property of State, and Contractor hereby assigns and transfers all its right, title, and interest therein to State. Contractor shall execute all necessary documents to enable State to protect State’s intellectual property rights under this section. 14. WORK PRODUCT (as applicable)

All work product, equipment or materials created for State or purchased by State under this Agreement belong to State and must be immediately delivered to State at State’s request upon termination of this Agreement.

15. SOFTWARE LICENSE (as applicable) All ownership rights to Contractor’s software provided to State under this Agreement (intellectual property owned by Contractor to performance of this Agreement) shall remain with Contractor. If Contractor incorporates any of Contractor’s Software in any work product provided to State, Contractor agrees to provide written notice to State of its incorporation in the work product and to convey to State a non-exclusive, perpetual, cost-free license, and patent and copyright indemnity, for State to use that software for its intended purpose. 16. LICENSE GRANT AND SCOPE OF USE (as applicable) License Scope - The Agreement should include software functionality and replacement the broadest usage for the agency that is entering the Agreement If this is a statewide contract used by multiple agencies, be sure that is clearly conveyed in the scope of the license use language. If this is a critical application that will be using State’s disaster recovery location, ensure that the Agreement allows the application to be installed in a disaster recovery high availability environment. 17. PRODUCT OF CONFORMITY/WARRANTY Throughout the Term and any extension, the Services shall conform to the requirements of this Agreement and perform according to Contractor’s system design specifications. Upon recognition of an error, deficiency, or defect, by State, Contractor shall be notified by State citing any specific deficiency (deficiency being defined as Contractor having performed incorrectly with the information provided by State, not Contractor having to modify a previous action due to additional and/or corrected information from State). Contractor, at no additional charge to State, shall provide a correction or provide a mutually acceptable plan for correction within fifteen (15) calendar days following the receipt of State’s notice to Contractor. If Contractor’s correction is inadequate to correct the deficiency, or defect, or the error recurs, State may, at its option, act to correct the problem.

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Contractor shall be required to reimburse State for any such costs incurred or State may consider this to be cause for breach of contract.

18. SOFTWARE ESCROW To be negotiated.

19. OWNERSHIP, RETURN and LOSS of DATA

All data shall be owned by the State. Contractor shall provide State upon written request, termination or expiration of the Agreement all data back to State in any reasonable industry standard format

requested by the State. Contractor also agrees to provide all information about record relationships and data base schema necessary for the State to reasonably use the returned data.

In the event of loss or corruption of any State data or records where such loss is due in whole or part to Contractor, the Contractor shall be responsible for recreating such lost or corrupted data in the

manner and on the schedule set by the State’s Project Manager at no cost to the State.

20. CONTINUITY of SERVICES

Contractor recognizes that the Services under this Agreement are very important to the State and must be continued without interruption and that, upon Agreement expiration or termination, a successor, whether a governmental agency, State or another private entity, may continue them. Prior to the end of the Term or renewal period or termination and for up to twelve (12) months thereafter as is applicable (the “Transition Period”), Contractor covenants to make an orderly transition of the Services and to perform any and all tasks in good faith that are necessary to preserve the Services. Contractor shall be entitled to receive the ordinary and usual compensation from the continued operation of the Services during such Transition Period. Contractor shall make every reasonable effort to ensure that any such transition shall be performed in a professional and businesslike manner, and shall comply with the reasonable requests and requirements of the State, and any successor to accomplish a successful, seamless, and unhindered transfer of responsibilities to the new vendor, State or its designee.

21. CONFIDENTIALITY and BREACH of CONFIDENTIAL INFORMATION

Contractor shall not use or disclose any information or data it receives from State or pursuant to this Agreement and Exhibit E except as necessary to carry out the purposes of this Agreement or as authorized in writing in advance by State. Confidential Information shall include social security numbers, financial information, personal information, and information protected by Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto including but not limited to the federal Driver's Privacy Protection Act of 1994, 18 U.S.C. § 2721 et seq., (the “DPPA”), Rhode Island’s implementation of the DPPA, RIGL § 27-49-3.1, and the Rhode Island Identity Theft Protection Act of 2015, RIGL § 11-49.3-1 et seq., as amended, (hereinafter the “Confidential Information”). Unless required by a court order, a State shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential or proprietary and that State determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the Rhode Island public records law, R.I. Gen. Laws § 38-2-1, et seq., as amended. 22. COMPLIANCE with APPLICABLE LAW, REGULATIONS and POLICIES

Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, including but not limited to the DPPA, 18

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U.S.C. § 2721 et seq., Rhode Island’s implementation of the DPPA, RIGL § 27-49-3.1, and the Rhode

Island Identity Theft Protection Act of 2015, RIGL § 11-49.3-1 et seq., as amended, which in any manner apply to Contractor or the Services, and shall indemnify, save and hold harmless State against

any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor

observes that the Services are at variance therewith, it shall promptly notify State in writing.

Contractor shall comply with applicable DoIT policies found at www.DoIT.ri.gov.

23. COMPLIANCE WITH PUBLIC RECORDS LAWS

Contractor understands that, in accordance with this Agreement’s confidentiality clause (Section 22), State must disclose to the public upon request any records it receives from Contractor. Contractor further understands that any records obtained or generated by Contractor under this Agreement, except for records that are confidential under this Agreement, may, under certain circumstances, be open to the public upon request under the Rhode Island public records law. Contractor agrees to contact State promptly upon receiving a request for information under the public records law and to comply with State’s instructions on how to respond to the request. Contractor shall cooperate with State in responding to a public records request associated with this Agreement.

24. STATE AUDIT All records, regardless of physical form, and the accounting practices and procedures of Contractor relevant to this Agreement are subject to examination by the State pursuant to the Purchasing Law, or Federal auditors as required by federal law, if applicable. Contractor shall maintain all of these records for at least three (3) years or longer if required by law or regulation following completion of this Agreement and be able to provide them at any reasonable time. 25. RIGHT TO INSPECT PLACE OF BUSINESS At reasonable times, State may inspect those areas of Contractor’s place of business that relate to the performance of this Agreement. If State makes an inspection, Contractor must provide reasonable assistance. 26. ASSIGNMENT AND SUBCONTRACTING

Contractor agrees to retain control and to give full attention to the fulfillment of this Agreement, that

this Agreement shall not be assigned or sublet without the prior written consent of State, and that no part or feature of the Services will be subcontracted to anyone objectionable to State. No official,

employee, representative or agent of State has the authority to approve any assignment under this Agreement unless that specific authority is expressly granted by State. Contractor further agrees that

the subcontracting of any portion or feature of the Services provided hereunder, or materials required

in the performance of this Agreement, shall not relieve Contractor from its full obligations to State as provided by this Agreement.

27. SPOLIATION – NOTICE OF POTENTIAL CLAIMS

Contractor shall promptly notify State of all potential claims that arise or result from this Agreement. Contractor shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to State the opportunity to review and inspect the evidence, including the scene of an accident.

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28. FORCE MAJEURE

Except for Section 22, Exhibit E and Exhibit A 5, neither the State nor the Contractor will be liable for failure or delay in performance due to any cause not reasonably foreseen by, beyond the control of,

and without the fault or negligence of such Party; provided that such Party shall have used its best

efforts to avoid such failure or delay in performance, minimized the impact thereof, and rendered prompt written notice thereof to all other Parties when first discovered, fully describing the probable

effect and duration of the aforementioned failures or delays. In such event of excusable delay or nonperformance, the State will have the right at its unanimous option and without liability to the

Contractor to cancel by notice to the Contractor any or all portions of the Contractor’s performance so

affected and to take other action as may be necessary. The State may, after ascertaining the facts and extent of the delay, may extend the time for completing performance when the facts so justify, in

the State’s’ discretion, and amend the timetable on Exhibit B accordingly. The State will not be liable for any increased costs, including but not limited to price escalation, beyond the original performance

or delivery date due to causes beyond a Party’s reasonable control.

29. CONFLICT IN DOCUMENTS

In the event of any inconsistency or conflict among the documents making up this Agreement, the documents must control in this order of precedence: a. The terms of this Agreement as may be amended; b. The Purchasing Law; c. RFP; d. Proposal; and, e. All automated end-use agreements (e.g., click-throughs, shrink wrap, or browse wrap) are specifically excluded and null and void. Clicking shall not represent acknowledgement or agreement to any terms and conditions contained in those agreements.

30. INDEPENDENT ENTITY

Nothing in this Agreement is intended to or shall establish any Party as an agent, legal representative, partner, joint venturer, franchisee, employee or servant of the other Party for any purpose. Contractor is an independent contractor and responsible for all acts and omissions of its employees, agents and subcontractors. The Contractor is solely responsible for withholding and paying all federal, state, and local taxes, social security payments, and any other taxes or payments which may be due incident to payments made by the State or under this Agreement. No act or order of the State shall be deemed to be the exercise of supervision over, or control of performance of the Contractor.

31. NOTICES All consents, approvals, authorizations, notices, and other communications required or permitted

under this Agreement shall be in writing and shall be delivered by personal service or by certified or registered mail, postage prepaid, return receipt requested, or by reputable overnight delivery service,

such as FedEx or UPS, with tracking and proof of delivery, to a Party at the address listed below. Rejection or other refusal to accept or the inability to deliver because of changed address of which no

notice was given as provided in this Section 31 shall be deemed to be the date of receipt of the notice,

demand or request sent. By notice sent in the manner set forth herein, the Parties shall have the right from time to time and at any time during the Term to change their addresses for notices and each shall

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have the right to specify as its address for notices any other address within the United States of

America.

For State: With copy to: For Contractor: With copy to:

32. APPLICABLE LAW AND VENUE

This Agreement has been entered into in the State of Rhode Island and all questions with respect to this Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of Rhode Island, without reference to its choice of law provisions. The Contractor irrevocably consents and submits to the exclusive jurisdiction of the Providence County Superior Court. For the purpose of any suit, action, or other proceeding arising out of any of its obligations hereunder, the Contractor waives any objection it may have to the venue of any such suit, action, or other proceeding in such court and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. Nothing in this Section 32 shall affect the right of the State to bring any suit, action or proceeding against the Contractor or its property in the courts of any other jurisdictions.

33. ATTORNEY FEES AND COSTS

In the event a lawsuit is instituted by State to obtain performance under this Agreement, and State is the prevailing party, Contractor shall pay State’s reasonable attorney fees and costs in connection with the lawsuit. 34. ELECTION of REMEDIES

Except as expressly stated in this Agreement, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies. 35. COMPLETE CONTRACT; AMENDMENT

The terms and conditions of this Agreement constitute the entire agreement by and between the Contractor and State and supersede all negotiations, agreements, representations, statements, and understandings, whether oral, digital, or written, by and between the State and the Contractor with respect to the subject matter hereof. This Agreement may be amended by a writing signed by the Parties. 36. VALIDITY

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In the event that this Agreement contains any unlawful or unenforceable provision not an essential part of this Agreement and which shall not appear to have been controlling or a material inducement to the making thereof, the same shall be deemed to be of no effect and shall, upon notice by either party, be deemed stricken from this Agreement without affecting in any respect whatsoever the validity or enforceability of the remainder of this Agreement. 37. WAIVER

Either Party's failure to exercise any of its rights under this Agreement, its delay in enforcing any right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course of dealing by either Party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. 38. SURVIVAL Any terms which by their nature should survive the termination or expiration of this Agreement shall

survive including, but not limited to, the requirements regarding Confidential Information, venue and general notice.

39. CONTEXT

Words and abbreviations that have well-known industry meanings, and that are not otherwise defined

herein, are used in this Agreement in accordance with such recognized meanings. Unless the context otherwise requires:

(i) the words "hereby," "hereof," "hereto," "herein," "hereunder," and any similar words

refer to this Agreement; and

(ii) the words "day" or "days" refer to calendar day(s).

40. TERMINOLOGY

The singular shall include the plural and vice versa. Titles of sections are for convenience of reference only, and neither limit nor amplify the provisions of this Agreement. The use herein of the word

"including," when following any general statement, term, or matter is not limited to the specific items

or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation," or "but not limited to," or words of similar import) is used

with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term, or matter.

41. SUCCESSORS and ASSIGNS

This Agreement, and all of the rights, benefits, duties, liabilities, and obligations of the Parties hereto shall inure to the benefit of, and be binding upon, the Parties and their successors and assigns.

42. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of

which together will constitute the same document.

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THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.

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CONTRACTOR

By: ______________________________

Its: ______________________________

Date: ____________________________

STATE

STATE of RHODE ISLAND, by and through its DEPARTMENT of ADMINISTRATION, on behalf of the DEPARTMENT of REVENUE and its DIVISION of MOTOR VEHICLES

By: ______________________________

Its: ______________________________

Date: ____________________________

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EXHIBIT A – STATEMENT OF WORK, INCLUDING but not LIMITED to, ACCEPTANCE PLAN (“Reserved”)

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EXHIBIT A1 – DELIVERABLES

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EXHIBIT A2 – HOSTING

a. Service Level

Contractor’s failure to make the hosting services available at least 99% of the time in any given month during the term and any renewal term, excluding scheduled maintenance, shall be deemed a service level default ("Service Level Default") and STATE may obtain the nonexclusive remedies set forth below. For purposes of this Agreement, "Available" means that State users are able to access all features and functions of the licensed product and services including, but not limited to the licensed software and licensed content.

Service Level (Monthly)

Service Level Credit (Prorated Fees – Monthly)

Above 99% 0 98.99 – 97% 10% 96.99 – 95% 25% 94.99 – 93% 50% Below 93% 100%

In the event State is eligible for a 100% Service Level Credit under this section during any given month of the term, or is eligible for a Service Level Credit greater than 10% in any two (2) months, during any rolling twelve (12) month period, State may terminate this Contract without penalty upon written notice to Contractor. Contractor shall pay State any such amounts within ten (10) days of the end of an applicable month the amount of the Service Level Credit due for the period of default. In the event a Service Level Default occurs after a Party has given notice of termination or the Agreement has expired, Contractor shall refund to State the amount of the appropriate Service Level Credit due for the period of default. Once each calendar month during the term of this Agreement, Contractor shall provide State with a written report comparing the actual performance of licensed product and services with the Service Level Requirement. Such report shall also contain such other information with respect to the performance of the licensed product and services as mutually agreed upon by the parties from time to time, and in conformity with reporting Contractor provides to its other customers utilizing the licensed product and services.

b. Scheduled Maintenance and Notifications 1) Standard Maintenance Windows

Define maintenance window schedule 2) Notification of Scheduled Maintenance Downtime

Contractor shall notify State of any schedule maintenance downtime which will cause the total scheduled maintenance downtime for the month to exceed #____ hours, or will occur outside of the Standard Maintenance Windows outlined above. Except in cases of emergency, notification will be provided at least # _____ hours prior to such downtime. In cases of emergency, Contractor shall use its best efforts to notify State of a planned downtime as soon as practicable.

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EXHIBIT A3 – SECURITY AND PRIVACY

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EXHIBIT A4 – DATA BACKUP and PROTECTION and DISASTER RECOVERY PLAN

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EXHIBIT A5 – TESTING

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A6 – PROJECT MANAGEMENT

Reporting

Contractor shall prepare and submit a weekly statements.

Integrated Change Control Process Contractor and State will utilize an integrated change control process to manage changes during the life of a project.

1. A change request must be in writing to document the potential change. The write-up for the proposed change must be submitted to Contractor and State’s project managers who will in turn provide it to relevant parties for assessment.

2. All change requests will be logged and tracked. State’s project manager will record the request in the project repository and will update the repository throughout the process.

3. The change will be reviewed and, if acceptable to State, Contractor will submit to STATE an estimate of the impact to cost, schedule, scope, and quality.

4. Contractor will continue performing the Services in accordance with the original Agreement unless otherwise agreed upon by State’s project manager. Work shall not commence on any new activities related to the change request until both Parties agree in writing and a Change Order is issued by the Division of Purchases.

5. Contractor’s project manager and State’s project manager will adapt the Deployment Schedule/Work Plan to incorporate approved changes.

6. Each change request duly authorized in writing by the Parties with a Change Order issued by the Division of Purchases shall be incorporated into and considered part of this Agreement.

7. Before initiating a Change Order request due to the State’s actions or inactions that delay Services, Contractor shall provide State with thirty (30) days prior written notice in which time State may correct such action or inaction with no Change Order.

8. During the course of this Agreement, if Contractor determines or could reasonably determine any State actions or directions constitute a requirement to perform additional work, Contractor shall notify State within thirty (30) calendar days that State has requested Contractor to perform additional work in the form of a change request utilizing the process above. Contractor understands that it waives the right to request additional time and reimbursable costs if Contractor fails to notify State within thirty (30) calendar days of determining or reasonably being able to determine that any State actions or directions result in a delay of the work constitute a requirement to perform additional work under this Agreement.

Deliverable Acceptance

1. Upon completion of a deliverable, Contractor will furnish State with the deliverable and associated documentation, the expected performance, and agreed upon Acceptance Criteria.

2. After receipt of items in Deliverable Acceptance 1, State will have five (5) working days or a different period of time as is agreed to by the Parties, in which to accept or reject each item in writing. State will accept by signature. If State rejects it, State will specify in writing its grounds for rejection and Contractor shall use its best efforts to revise any issues for the deliverables to be acceptable to

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State within the following five (5) working days. If State rejects it a second time, State will have the option of repeating the procedure as described in this acceptance statement above, or terminating this Agreement upon written notice to Contractor.

Final Acceptance

The successful completion of all deliverables as stated in the Statement of Work in accordance with the deliverable acceptance process. The final delivered Services are fully implemented. State has sixty (60) calendar days thereafter in which to accept or reject it in writing. If State rejects it, State shall specify in writing its grounds for rejection and Contractor shall use its best efforts to make the Services conform to the requirements of this Agreement as soon as possible and at no additional cost to State. Contractor shall continue to use its best efforts to make the Services conform to the requirements of this Agreement until State accepts the Services or terminates this Agreement upon written notice to Contractor.

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EXHIBIT A7 – STAFFING

a. State will designate a Project Manager to serve as the primary project manager for this Agreement. If, during the course of this Agreement, it becomes necessary for State to change the person assigned as State’s Project Manager, State will notify Contractor in writing, pursuant to Notice section of this Agreement.

b. Unless State otherwise notifies Contractor, State’s Project Manager shall carry out State’s administrative and management functions under this Agreement, shall be responsible for acceptance of the Agreement deliverables, and shall provide support and overall direction to Contractor.

c. Contractor will designate a Project Manager and provide individuals to meet the requirements and accomplish the work as stated in this Agreement including any mutually agreed upon Statement of Work.

d. Contractor agrees and understands that State’s execution of this Agreement is predicated, in part and among other considerations, on the utilization of the specific individuals and staffing qualifications as identified; primary being: ______________________________________

Therefore, Contractor agrees that: 1) Prior to assignment of personnel, Contractor shall obtain the written approval from State for all

staffing to be assigned to this Agreement. 2) The staffing assigned must have the knowledge necessary to complete requirements as defined

in this Agreement. 3) Contractor warrants that all staffing assigned to perform tasks in response to this Agreement will

remain assigned for the agreed-upon length of time. 4) No replacement, reassignment or substitution of any assigned individuals and staffing

qualifications shall be made without the prior written approval of State and that such replacement, reassignment or substitution shall be made at no additional cost to State.

5) Any substitution made pursuant to this paragraph must be of equal or higher skills, knowledge, and abilities than those personnel originally proposed and that State's approval of a substitution is not construed as an acceptance of the substitution's performance potential. State agrees that an approval of a substitution will not be unreasonably withheld.

6) Contractor shall assign personnel on a full-time basis. In the event that a work assignment does not justify full-time participation, Contractor shall assign personnel on a part-time basis with prior written approval of State’s Project Manager. However, if the part-time assignments are specified in this Agreement, no written approval from State’s Project Manager is necessary except for substitution of Contractor personnel.

7) Upon request by State, Contractor shall replace any Contractor personnel that State determines, in its sole discretion, to be unable to perform the responsibilities of this Agreement acceptably, e.g., inappropriate or unprofessional personal conduct, professional inabilities, etc.

8) Contractor shall conduct background investigations on all contracted staff and subcontractors assigned by Contractor to perform work under this Agreement before commencing work under the Agreement, and shall after review certify to State the results of such background investigations for staffing do not raise an issue regarding staffing having access to Confidential Data or Confidential Information or disclose to State any such issue. State shall have the right to reject any individual assigned to perform work under this Agreement if, in its sole discretion, it determines that the results of any background investigation make the individual unacceptable. The background investigations to be performed are:

i. Criminal History, BCI or nationwide applicable/not applicable ii. References, applicable/not applicable

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iii. Employment, applicable/not applicable iv. Motor vehicle, applicable/not applicable v. Credit, applicable/not applicable vi. Education, applicable/not applicable

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EXHIBIT A8 – DATA CONVERSION

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EXHIBIT A9 – SUPPORT, MAINTENANCE AND SERVICE LEVEL AGREEMENT

To be negotiated.

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EXHIBIT A10 – TRAINING

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EXHIBIT B – DEPLOYMENT SCHEDULE/WORK PLAN

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EXHIBIT C – COMPENSATION/FEE SCHEDULE

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EXHIBIT D – ACCESSIBILITY

____________________ is a browser-based application that conforms to best-practice

accessibility design.

Translation:

____________________ can be used in any language using freely available website

translation tools.

Accessibility:

____________________ adheres to accessibility practices recommended by the World

Wide Web Consortium (W3C) for use by people with visual, motor and auditory needs.

The application is compatible with screen readers for users with reduced vision.

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EXHIBIT E – BREACH OF CONFIDENTIAL INFORMATION

1. Certain Definitions. For the purposes of this Exhibit the following terms will have the meaning given below. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

2. “Applicable Data Protection Laws” means all federal (including, but not limited to HIPAA and its implementing regulation) state, local and foreign laws, rules, regulations, directives and governmental decisions applicable to the collection, use, storage, hosting and/or disclosure of PI (as defined below) including, without limitation, to the federal Driver's Privacy Protection Act of 1994, 18 U.S.C. § 2721 et seq., (the “DPPA”), Rhode Island’s implementation of the DPPA, RIGL § 27-49-3.1, and the Rhode Island Identity Theft Protection Act of 2015, RIGL § 11-49.3-1 et seq., as amended.

“Third Party” means any third party that Contractor has contracted for the performance of its obligations under the Agreement that State has approved, including Contractor’s affiliates and subcontractors.

“Data Security Breach” means the loss of, disclosure of, unauthorized access to or acquisition of PI in the custody or control Contractor or a Third Party.

“Personal Information” or “PI” means that information defined in Applicable Data Protection Laws, as applicable, and, for the purposes of this Exhibit, PI shall also refer to State’s Confidential Information as defined in Section 21 of the Agreement.

3. Contractor’s Obligations

A. Contractor will comply with all Applicable Data Protection Laws in connection with the performance of its obligations under the Agreement and this Exhibit.

B. Personal Information received by Contractor will be processed and maintained by Contractor in accordance with Applicable Data Protection Laws and this Agreement.

C. Contractor will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known by it for the unauthorized use, access or disclosure of PI in violation of this Exhibit and will take reasonable measures to prevent a reoccurrence.

D. Contractor will ensure that any agent, including a subcontractor to whom it provides or transmits PI, including electronic PI, agrees to restrictions and conditions that apply through this Exhibit to it with respect to such information.

E. Subject to applicable confidentiality concerns, in compliance with and to the extent permitted by Applicable Laws and Applicable Data Protections Laws, and to the extent permitted by law enforcement direction, in the event of a Data Security Breach of which Contractor has actual knowledge Contractor shall:

i. Report to the State the existence of such a Data Security Breach without unreasonable delay and in any event no later than eight (8) hours after the discovery of such breach;

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ii. Promptly make available to State the relevant details of the Data Security Breach;

iii. Make more complete and detailed information available to the State as it becomes available to Contractor;

iv. Reasonably co-operate with the State in connection with the remediation of any such Data Security Breach;

v. Reasonably co-operate on any public disclosures related to the Data Security Breach;

vi. Conduct a complete investigation into the Data Security Breach, including paying for an independent third party firm acceptable to State to analyze the incident and determine the cause and extent of the breach, which report shall be provided to the State.

vii. Provide written notice to the individuals whose PI was impacted by the Data Security Breach, or reimburse State for all direct out of pocket and commercially reasonable costs it incurs in providing such notice including without limitation (i) paying for postage and copying of State’s legally required notices; (ii) offering to the affected individuals and providing, to those who elect to receive it, one (1) year of credit monitoring services and credit freeze at Contractor’s expense; (iii) paying for costs associated with fines and forensic investigations; and (iv) ensuring Contractor’s customer call center operatives are equipped to handle impacted inquiries enquiries related to the Data Security Breach.

For security reasons, any disclosure from Contractor to State as contemplated in this Exhibit may include information specifically designated as confidential and shall be treated by State as such.

Return or Destruction of Documents. Unless required by Applicable Data Protection Laws or this Agreement to retain PI, upon any termination or expiration of this Agreement Contractor will return or destroy any documents, materials or media that contain PI in accordance with Applicable Data Protection Laws. If Contractor elects to destroy all PI Contractor shall certify in writing to State that such PI has been destroyed.

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EXHIBIT F – INSURANCE

Contractor shall procure Required Insured as defined herein at the sole cost and expense of

Contractor and maintain such Required Insurance in full force and effect during the entire term

of the Agreement until all obligations of Contractor have been discharged, including any

warranty periods or extended reporting periods, against claims that may arise, directly or

indirectly, from or in connection with the Agreement and/or result from the performance of the

Agreement. Such Required Insurance coverage shall include as insured persons: Contractor

and its subcontractors, officers, employees, or any other entity or person for which the

Contractor is legally responsible.

Required Insurance:

1. Commercial General Liability Insurance: Commercial General Liability Insurance

(“CGL”) based on Insurance Services Office (“ISO”) most recent version of

Commercial General Liability policy form CG00 01, or its equivalent.

a. Covering bodily injury (including death), broad form property damage,

personal and advertising injury, independent contractors, products and

completed operations and contractual liability.

b. This insurance shall be in one policy or multiple policies of insurance written

on an occurrence basis.

c. Such insurance coverage is subject to a minimum combined single limit of

$1,000,000 per occurrence, $2,000,000 general aggregate and $2,000,000

products/completed operations aggregate.

i. The general aggregate must be on a “per project” or “per location”

basis.

2. Automobile Liability Insurance. Automobile Liability Insurance based on ISO most

recent version of Business Automobile Policy (“BAP”) CA 00 01, or its equivalent:

a. Covering bodily injury and property damage for any automobiles used in

conjunction with the performance of this Agreement including owned, non-

owned, and hired vehicles:

i. If a Contractor does not own any automobile at any time during the

duration of this Agreement then the Contractor can seek hired and

non-owned automobile coverage as provided by BAP or by hired non-

owned automobile coverage endorsement to CGL.

ii. At a minimum Contractor must maintain hired and non-owned

automobile coverage for the full duration of this Agreement.

iii. Such insurance coverage is subject to a minimum combined single

limit of $1,000,000 per occurrence.

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3. Workers’ Compensation and Employers’ Liability. Statutory coverage as required by

the compensation laws of the State of Rhode Island, plus any applicable state law

other than State of Rhode Island if employee(s) state of hire is other than State of

Rhode Island or employee(s) work related to the Agreement is not in the State of

Rhode Island.

a. Policy form to be based on NCCI or its equivalent.

b. Employers’ Liability with minimum limits of $100,000 each accident,

$100,000 disease or policy limit and $100,000 each employee or minimum

amount necessary for Contractor, and any subcontractor thereof, to satisfy

minimum underlying liability limit requirements of umbrella or excess

liability policy or policies.

c. A Contractor neither eligible for, nor entitled to, Worker’s Compensation who

is an independent contractor under Rhode Island law must comply with the

statutory procedure precluding an independent contractor from bringing a

workers’ compensation claim against the Insured Parties.

4. Technology Errors and Omissions Coverage: Technology Errors and Omissions

Insurance covering any damages caused by an error, omission or any wrongful acts of

Contractor under the Agreement. Coverage to include but not be limited to: product

failure, security failure, professional liability intellectual property infringement, and

personal injury if limited or uninsured under commercial general liability insurance.

Coverage to be maintained for the term of the Agreement and for a period of three

years after the Agreement has ended. In the event there is not a restriction on waiver

of recovery in the Contractor’s E & O/Breach coverage, the Contractor agrees to a

waiver of subrogation to the benefit of the State. Combined single limit per

occurrence shall not be less than $2,000,000. Annual aggregate limit shall not be less

than $2,000,000.

5. Crime Insurance: Crime Insurance to cover dishonest acts by Contractor that result in

a loss to the Insured Parties. The policy shall: (1) be issued with limits of fifty (50%)

per cent of the Agreement value or based on the amount of money that may be

diverted, whichever amount is greater; (2) name the Insured Parties as loss payee

based on ISO CR20141010 or the equivalent; (3) not contain a condition requiring an

arrest and conviction; and, (4) be endorsed to provide for computer crime and fund

transfer fraud.

6. Regulatory Liability, Information Security and Privacy Coverage (a/k/a Network

Security and Privacy Liability Insurance): Regulatory Liability, Information Security

and Privacy Coverage (a/k/a Network Security and Privacy Liability Insurance) in

support of the security requirements of the procurement during the term and for a

period of three years after the Agreement ends insurance covering security and

privacy liability (regardless of the media involved), including costs to defend and

settle, regulatory proceedings defense including indemnity for payment of fines and

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penalties, digital asset loss, event breach costs including but not limited to crisis

management (such as forensic investigation, legal fees), public relations (notification

costs, call center operation costs, credit file monitoring, and placing and lifting of

security freezes), network interruption if applicable, cyber extortion, and internet

media liability if website access may cause privacy violations. Limits of not less than

$5,000,000 per occurrence.

The State of Rhode Island, its departments, agencies, officers, agents, volunteers, any party

authorized by R.I. Gen. Laws § 37-2-1, et seq. and the Purchasing Regulations participating in a

procurement, and any other party directed by the State (together the “Insured Parties”) shall be

defended, indemnified and held harmless to the full extent of any coverage actually secured by

the Contractor in excess of the minimum requirements set forth above. The duty to indemnify

the State shall not be limited by the insurance required by the Agreement.

The insurance coverages, except for Workers’ Compensation and Employers’ Liability, shall

include the Insured Parties as Additional Insureds, but only with respect to the Contractor’s

activities subject to this Agreement. The Contractor shall submit a copy of any policy

endorsement, or blanket endorsement, evidencing the Insured Parties as additional insureds to the

Contractor’s liability policies. All additional insured endorsements are subject to review and

approval by State of Rhode Island Risk Manager.

Any deductible, self-insured retention, or form of self-insurance amount under the policies shall

be the sole responsibility of the Contractor and shall be disclosed to and acceptable to the State.

All Required Insurance shall be: 1) in one or more policy or policies of insurance, primary and

excess, including the so-called umbrella and/or excess liability; 2) placed with insurers

authorized to do business in Rhode Island; and, 3) rated “A-,” class X or better by A.M. Best

Company, Inc. A lesser financial rating must be approved by the State of Rhode Island Risk

Manager. The insurance required by this Agreement, through a policy or endorsement, shall

include:

a) A Waiver of Subrogation waiving any right to recovery the insurance company may

have against the Insured Parties;

b) A provision that Contractor’s insurance coverage shall be primary as respects any

insurance, self-insurance or self-retention maintained by the Insured Parties and that

any insurance, self-insurance or self-retention maintained by the State or any

additional insureds shall be in excess of the Contractor’s insurance and shall not

contribute with it;

c) Cross-liability/severability of interests for all policies and endorsements;

d) The insolvency or bankruptcy of the insured Contractor shall not release the insurer

from payment under the policy, even when such insolvency or bankruptcy prevents

the insured Contractor from meeting the retention limit under the policy; and,

e) The legal defense provided to the Insured Parties under the policy and any

endorsements must be free of any conflicts of interest, even if retention of separate

legal counsel for the Insured Parties is necessary.

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There shall be no cancellation, material change, or potential exhaustion of aggregate limits

without thirty (30) days prior written notice by registered or certified mail from the Contractor or

its insurer(s) to the Department of Administration, Division of Purchases Attn: Purchasing

Agent, One Capitol Hill, Providence, RI 02908.

As evidence of the insurance required by this Agreement, the Contractor shall furnish

Certificates of Insurance and required additional insured endorsements in form acceptable to the

State to the Department of Administration, Division of Purchases prior to a Division of

Purchases award. Failure to comply with this provision may result in rejection of the bid offer.

Certificates of Insurance and required endorsements shall thereafter be submitted annually or

earlier upon expiration and renewal of any of the policies.

All Certificates of Insurance and to the extent possible endorsements shall reference the State

procurement number. State retains the right to demand a certified copy of any Required

Insurance policy, Certificate of Insurance or endorsement.

The Contractor shall be responsible to obtain and maintain insurance on any real or personal

property owned, leased or used by State of Rhode Island that is in the care, custody or control of

Contractor. All property insurance of Contractor must include a waiver of subrogation that shall

apply in favor of the Insured Parties.

The Contractor shall use at its own risk and insure at its own cost any of its owned, leased or

used real or personal property. All such insurance of Contractor must include a waiver of

subrogation that shall apply in favor of the Insured Parties.

The Contractor shall comply with any other insurance requirements including, but not limited to,

additional coverages or limits contained in the solicitation.

Failure to comply with these insurance requirements is a material breach entitling the State to

terminate or suspend the Agreement immediately.

These insurance requirements shall survive expiration or termination of the Agreement.

The Purchasing Agent reserves the right to consider and accept alternative forms and plans of

insurance or to require additional or more extensive coverage for any individual requirement.