4. 04/01/2019 to 03/31/2020 GVS COURTq c
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
o p Y,
E cOVN
DATE: April 3, 2019
TO: Maria Guerra
IT Department
FROM: Pamela G. Hancock, D.C.
SUBJECT: March 21" BOCC Meeting
Attached is an electronic copy of Item C26, Agreement between Gartner, Inc. and Monroe
County for $36,893.00 for Research and Analysis of Products and Systems for the County in
selecting hardware, software solutions, Telecom, and other IT services, for your handling.
The Master Client Agreement that was referenced in the first paragraph of the agreement,
but not included in the backup (ACS4 81141902-VITA-I8-ACS), is being provided as part of
this document (since it is available on the state's website). It should be noted that the VITA
Information Technology Services Contract was included in the backup. Please be sure to
upload the Master Client Agreement as part of the backup in future documents.
Should you have any questions,please feel free to contact me at ext. 3130. Thank vou.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
r
Gartner,Inc.Service Agreement for.MONROE COUNTY FLORIDA("Client")
This Service Agreement("SA")is between Gartner,Inc. of 56 Top Gallant Road,Stamford,CT 06904("Gartner")on behalf of itself and all
wholly-owned affiliates of Gartner,Inc.and Client of 1200 Truman Ave Ste 211,Key West,FL 33040-7270.("Client"),and includes the Master
Client Agreement(ACS#81141902-VITA-18-ACS)between Gartner and Client or Client's parent or affiliate dated MAY-2018 the terms of
which are incorporated by reference,and all applicable Service Descriptions.This SA constitutes the complete agreement between Gartner and
Client.Client agrees to subscribe to the following Services for the term and fees set forth below.
1. DEFINITIONS AND ORDER SCHEDULE:
Services are the subscription-based research and related services purchased by Client in the Order Schedule below and described in the Service
Descriptions. Service Names and Levels of Access are defined in the Service Descriptions. Gartner may periodically update the names and the
deliverables for each Service. If Client adds Services or upgrades the level of service or access,an additional Service Agreement will be
required.
Service Descriptions describe each Service purchased,specify the deliverables for each Service,and set forth any additional terms unique to a
specific Service. Service Descriptions for the Services purchased in this SA may be viewed and downloaded through the hyperlinks listed in
Section 2 below or may be attached to this SA in hard copy,and are incorporated by reference into this SA.
Name of User Contract Contract Annual Fee Total Fee
Service Name Level of Access Quantity to be Licensed Term Start Term End USD USD
Date Date —
Gartner for IT Individual Access 1 Alan 01-APR-2019 31-MAR-2020
Leaders Advisor MacEachern
IT News and Reference 3 3 Licenses to 01-APR-2019 31-MAR-2020
Insight from be Assigned
Gartner
Term Total (Excluding $36,893.00
applicable
taxes)
(Excluding
Total Services: applicable $36,893.00
taxes)
1-65Q4MSG 1903 WRD FA000118
2.SERVICE DESCRIPTIONS:
Service Name/Level of Access Service Description URL
Gartner for IT Leaders Individual Access Advisor http://sd.eartner.com/sd itl individual advisor.pdf
IT News and Insight from Gartner Reference http://sd.gartner.com/sd it news insieht.pdf
3. PAYMENT TERMS
Gartner will invoice Client on a quarterly basis in the amount of$9,223.25 (1/4 of the total amount of$36,893.00 for all Services rendered)
in accordance with the Prompt Payment Act,F.S.218.70.Payment is due 30 days from the invoice date.Client,is a political subdivision of the
State of Florida and thus shall not pay any sales, use, value-added or other tax or charge imposed or assessment by any governmental entity
upon the sale,use or receipt of Services,including any taxes imposed on the net income of Gartner.
Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County
Commissioners.
Please attach any required Purchase Order("PO")to this SA and enter the PO number below. If an annual PO is required for multi-year contracts,
Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printed or additional contract terms
included on the PO shall be inapplicable and of no force or effect. All PO's are to be sent to purchaseorders@gartner.com. This SA may be
signed in counterparts.
Gartner,Inc.-Service Agreement for use with a Master Client Agreement-Version 05/18-Page 1 005's4sG)
4. CLIENT BILLING INFORMATION
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5. AUTHORIZATION
Client: Gartner,Inc.
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IF USING A DIGITAL SIGNATURE,
PLEASE CONFIRM THE FOLLOWING
AS A CONDITION OF CONTRACT
EXECUTION:
[ ]By ticking this box,I agree that by affixing
my digital signature hereunder I am attesting Z ' _ . '.:` e
that:(i)this is my own personal legal signature; C so .- -
and(ii)I am a duly authorized signatory for my U r-
company. My signature verifies that the 'Jfr `V rx'i
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"'ate• d byme, under penaltyof false :'�-). 0 "!1
/s�i'•%ELF•� � �: G�
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(//'��7),MONROE COUNTY ATTORNEY
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CHRISTINE LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
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Gartner,Inc.-Service Agreement for use with a Master Client Agreement-Version 05/18-Page 2 of 2 'e
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Alternate Contract Source(ACS)
No.81141902-18-ACS
For
IT Research and Advisory Services
This Contract is between the State of Florida, Department of Management Services
(Department), an agency of the State of Florida and Gartner, Inc. at 56 Top Gallant Road
Stamford,CT 06902(Contractor),collectively referred to herein as the"Parties.
The Department is authorized by subsection 287.042(16), Florida Statutes,"to evaluate
contracts let by the Federal Government,another state,or a political subdivision for the provision
of commodities and contract services,and,if it is determined in writing to be cost-effective and in
the best interest of the state,to enter into a written agreement authorizing an agency to make
purchases under such contract."
The Virginia Information Technologies Agency(VITA),on behalf of the Commonwealth of
Virginia,competitively procured Information Technology Research and Advisory Services, and
signed contract number VA-120501-GARG with the Contractor, attached hereto as Exhibit D
(Master Agreement). The Master Agreement is effective May 1,2012,and terminates on April
30,2018.Renewal options are not available.
The Department evaluated the Master Agreement,and hereby acknowledges that use of
the Master Agreement as an alternative source contract is cost-effective and in the best interest
of the State.
Accordingly,the Parties agree as follows.
1. Master Agreement.
The Department acknowledges and agrees to be bound by the terms and conditions of VITA
Term Contract No. VA-120501-GARG, which are specifically incorporated herein by
reference,except as otherwise specified in this Alternate Contract Source.
2. Term and Effective Date.
The initial term of this Contract will become effective on November 1,2017 or on the date the
document is signed by all Parties,whichever is later,consistent with the Master Agreement,
unless terminated earlier in accordance with the General Contract Conditions.
3. Modifications or Additions to Master Agreement.
As used in this document, Contract(whether or not capitalized) shall, unless the context
requires otherwise, mean this document and all incorporated Exhibits,which set forth the
Page 1 of 3
Alternate Contract Source(ACS)
No.81141902-18-ACS
For
IT Research and Advisory Services
entire understanding of the Parties and supersedes all prior agreements. All modifications to
this Contract must be in writing and signed by all Parties. Amendments to the Master
Agreement will be automatically incorporated into this Contract.
All Exhibits attached or listed below are incorporated in their entirety into,and shall form part
of this Contract.Exhibits A and B modify or supplement the terms and conditions of the Master
Agreement. The Parties agree that these modifications or additions shall apply to actions
between the Contractor and the State of Florida(including participating Florida agencies and
eligible users).In the event of a conflict,the following order of precedence shall apply.
a) This Contract and amendments,with the latest issued having priority.
b) Exhibit A:Special Contract Conditions(Florida)
c) Exhibit B:General Contract Conditions(Florida)
d) Exhibit C:State of Florida Price Sheet
e) Exhibit D.Master Agreement
f) Purchase Orders
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation.
4. Price.
The Price Sheet set forth at Exhibit C"2017 State of Florida Price List"hereto shall apply to
this Alternate Contract Source.
The Department and Contractor agree that pricing for IT Research&Advisory Services shall
be based upon and in accordance with Gartner's then current General Services Administration
(GSA)Group 70 IT Schedule,plus one percent(.7%).
For Contractor services that do not appear on GSA Schedule 70,the Department's pricing will
be based upon Gartner State and Local Government pricing,plus one percent(.7%).
5. Purchase Orders.
Upon execution of this Contract,Customers,as defined in Section 1.1 of the General Contract
Conditions(Exhibit B), may purchase products and services under this Contract using this
State of Florida ACS number 81141902-18-ACS Customers acknowledge and agree to be
bound by the terms and conditions of the Master Agreement except as otherwise specified in
this Contract and its Exhibits.
Page 2 of 3
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Alternate Contract Source No.81141902-18-ACS
EXHIBIT A
FLORIDA SPECIAL CONTRACT CONDITIONS
This Exhibit contains the Special Contract Conditions. If a conflict exists between the Special
Contract Conditions and the General Contract Conditions,the Special Contract Conditions shall take
precedence over the General Contract Conditions unless the conflicting term in the General Contract
Conditions is required by Florida law,in which case the General Contract Conditions term will take
precedence.
Special Contract Conditions are as follows:
Section 1 Delays and Complaints
Delivery delays and service complaints will be monitored on a continual basis. Documented inability
to perform under the conditions of the contract,via the established Complaint to Vendor process
(PUR 7017 form),may result in default proceedings and cancellation.
Section 2 Monthly Transaction Fee Report
The Contractor is required to submit monthly Transaction Fee Reports electronically through MFMP
VIP. All such reports and payments shall be subject to audit.Failure to comply with the payment of
the Transaction Fees or reporting of transactions shall constitute grounds for declaring the Contractor
in default and subject the Contractor to exclusion from business with the State of Florida.
For information on how to submit Transaction Fee Reports online,please reference the detailed fee
reporting instructions and Vendor training presentations available online through MFMP U on the
MyFloridaMarketPlace website(located at http://drns.rr_i lorida.corn/rnfrri . Assistance is also
available from the MyFloridaMarketPlace Customer Service Desk at
feeprocessing@myfloridamarketplace.com or 866-FLA-EPRO(866-352-3776)between the hours of
8:00 AM to 6:00 PM,Eastern Time.
Section 3 Quarterly Sales Reports
Each Contractor shall submit a sales report to the Department on a Quarterly basis.
Contract Sales Reports must include the Contractor's name,the dates of Quarter covered,each
Customer's name,services provided,and the amount paid by the Customer.
Initiation and submission of the Contract Sales Reports are to be the responsibility of the Contractor.
The Contractor will submit the completed Sales Report forms by email to the Department Contract
Manager no later than the due date indicated in Section 10. Submission of these reports is
considered a material requirement of this Contract and the Contractor.
Failure to provide quarterly sales reports,including those indicating no sales,within thirty(30)
calendar days following the end of each quarter(January,April,July and October)is considered as
Non-Performance by the Contractor.Exceptions may be made if a delay in submitting reports is
attributable to circumstances that are clearly beyond the control of the Contractor. The burden of
proof of unavoidable delay shall rest with the Contractor and shall be supplied in a written form and
submitted to the Department.
The Department reserves the right to request additional sales information as needed.
Section 4 Quarterly Reporting Timeframes
Quarterly reporting timeframes coincide with the State Fiscal Year as follows.
Quarter 1-(July-September)—Due by October 10
Quarter 2-(October-December)—Due by January 10
Quarter 3-(January-March)—Due by April 10
Quarter 4-(April-June)—Due by July 10
Section 5 Business Review Meetings
The Department reserves the right to schedule business review meetings as frequently as necessary.
The Department will provide the format for the Contractor's agenda. Prior to the meeting,the
Contractor shall submit the completed agenda to the Department for review and acceptance. The
Contractor shall address the agenda items and any of the Department's additional concerns at the
meeting. Failure to comply with this section may result in the Contractor being found in default and
contract termination.
This space left intentionally blank.
Alternate Contract Source No.81141902-18-ACS
EXHIBIT B
GENERAL CONTRACT CONDITIONS
Table of Contents
SECTION1. DEFINITIONS.......................................................................................................3
SECTION2. TERMINATION.....................................................................................................3
SECTION 3. PAYMENT AND FEES..........................................................................................4
SECTION 4. CONTRACT MANAGEMENT................................................................................5
SECTION 5. COMPLIANCE WITH LAWS.................................................................................6
SECTION 6. MISCELLANEOUS................................................................................................7
SECTION 7. WORKERS'COMPENSATION AND GENERAL LIABILITY INSURANCE,AND
INDEMNIFICATION....................................................................................................................8
SECTION 8. PUBLIC RECORDS,TRADE SECRETS,DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.....................................................................................................9
SECTION 9. DATA SECURITY AND SERVICES....................................................................10
SECTION 10. GRATUITIES AND LOBBYING.........................................................................11
SECTION 11. CONTRACT MONITORING..............................................................................11
SECTION 12. CONTRACT AUDITS........................................................................................12
SECTION 13. BACKGROUND SCREENING AND SECURITY...............................................12
These General Contract Conditions supersede and replace in their entirety all General Contract
Conditions, Form PUR 1000,which is incorporated by reference in Rule 60A-1.002, Florida
Administrative Code(F.A.C.)
SECTION 1. DEFINITIONS.
The following definition applies in addition to the definitions in Chapter 287,Florida Statutes,(F.S.)and
Rule Chapter 60A-1,F.A.C.:
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant to the
Contract.
SECTION 2. TERMINATION.
2.1 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time,in the best
interest of the State of Florida. If the Contract is terminated before performance is completed,
the Contractor will be paid only for that work satisfactorily performed for which costs can be
substantiated. Such payment,however,may not exceed an amount which is the same
percentage of the Contract price as the amount of work satisfactorily performed.All work in
progress will become the property of the Customer and will be turned over promptly by the
Contractor.
2.2 Termination for Cause.
If the Department determines that the performance of the Contractor is not satisfactory,the
Department may,at its sole discretion,(a)immediately terminate the Contract,(b)notify the
Contractor of the deficiency with a requirement that the deficiency be corrected within a
specified time,otherwise the Contract will terminate at the end of such time,or(c)take other
action deemed appropriate by the Department.
SECTION 3. PAYMENTAND FEES
3.1 Payment Invoicing.
The Contractor will be paid upon submission of properly certified invoices to the Customer
after delivery and acceptance of commodities or contractual services is confirmed by the
Customer. Invoices must contain detail sufficient for an audit and contain the Contract
Number and the Contractor's Federal Employer Identification Number.
3.2 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing,and may be reimbursed only in accordance with section 112.061,F.S.
3.3 Annual Appropriation.
Pursuant to section 287.0582,F.S.,if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess of
one fiscal year,the State of Florida's performance and obligation to pay under the Contract
is contingent upon an annual appropriation by the Legislature.
3.4 Transaction Fees.
The State of Florida,through the Department of Management Services,has instituted
MyFloridaMarketPlace,a statewide eProcurement system pursuant to section 287.057(22),
Florida Statutes.All payments issued by Customers to registered Vendors for purchases of
commodities or contractual services will be assessed Transaction Fees as prescribed by rule
60A-1.031,Florida Administrative Code,or as may otherwise be established by law.Vendors
must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees,
when automatic deduction becomes available.Vendors will submit any monthly reports
required pursuant to the rule.All such reports and payments will be subject to audit.Failure to
comply with the payment of the Transaction Fees or reporting of transactions will constitute
grounds for declaring the Vendor in default and subject the Vendor to exclusion from business
with the State of Florida.
3.5 Taxes.
The State of Florida is not required to pay any taxes,including customs and tariffs,on
commodities or contractual services purchased under the Contract.
3.6 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed pursuant
to the terms of the Contract that were disbursed to the Contractor by the Department or
Customer. The Contractor must return any overpayment within 40 calendar days after either
discovery by the Contractor,its independent auditor,or notification by the Department or
Customer of the overpayment.
SECTION4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer within
the manner and at the location specified in the Purchase Order and any attachments to the
Purchase Order.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract Manager
by certified mail,return receipt requested,by reputable air courier service,email,or by
personal delivery,or as otherwise identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager,is primarily responsible for the Department's oversight of
the Contract.In the event that the Department changes the Contract Manager,the Department
will notify the Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager is primarily responsible for the Contractor's oversight of
the Contract performance. In the event that the Contractor changes its Contract Manager,the
Contractor will notify the Department. Such a change does not require an amendment to the
Contract.
4.5 Diversity Reporting.
The State of Florida supports its diverse business community by creating opportunities for
woman-,veteran-,and minority-owned small business enterprises to participate in
procurements and contracts.The Department encourages supplier diversity through
certification of woman-,veteran-,and minority-owned small business enterprises,and provides
advocacy,outreach,and networking through regional business events.For additional
information,please contact the Office of Supplier Diversity(OSD)at
osdinfo@dms.myflorida.com.
Upon request,the Contractor will report to the Department its spend with business enterprises
certified by the OSD. These reports must include the time period covered,the name and
Federal Employer Identification Number of each business enterprise utilized during the period,
commodities and contractual services provided by the business enterprise,and the amount
paid to the business enterprise on behalf of each Customer purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in Section 413.036,F.S.,the following
statement applies.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF,OR REQUIRED TO CARRY OUT,THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES,IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1)AND(2),FLORIDA
STATUTES;AND FOR PURPOSES OF THIS CONTRACT THE PERSON,FIRM,OR
OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS
CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY
INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE
CONCERNED.
Additional information about the designated nonprofit agency and the commodities or
contractual services it offers is available at http://www.respectofflarida.or
4.7 PRIDE.
Subject to the agency determination provided for in Sections 946.515 and 287.042(1),F.S.,
the following statement applies.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH
ARE THE SUBJECT OF,OR REQUIRED TO CARRY OUT,THIS CONTRACT SHALL
BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946,
F.S.,IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH
IN SECTION 946.515(2)AND(4),F.S.;AND FOR PURPOSES OF THIS CONTRACT
THE PERSON,FIRM,OR OTHER BUSINESS ENTITY CARRYING OUT THE
PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED
FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE
CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers is
available at hb://www.pride-enteEprises.orq.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Department of State Registration.
The Contractor and any subcontractors that assert corporate status must provide the
Department with conclusive evidence,per section 607.0127,F.S.,of a certificate of status,not
subject to qualification,if a Florida business entity,or of a certificate of authorization if a
foreign business entity and maintain such status or authorization through the life of the
Contract and any resulting contract or purchase order.
5.2 Convicted and Discriminatory Vendor Lists.
In accordance with sections 287.133 and 287.134,F.S.,an entity or affiliate who is on the
Convicted Vendor List or the Discriminatory Vendor List may not perform work as a contractor,
supplier,subcontractor,or consultant under the Contract. The Contractor must notify the
Department if it or any of its suppliers,subcontractors or consultants have been placed on the
Convicted Vendor List or the Discriminatory Vendor List during the term of the Contract.
5.3 Contractor Certification.
If the Contract exceeds$1,000,000.00 in total,not including renewal years,Contractor certifies
that it is not listed on either the Scrutinized Companies with Activities in Sudan List,the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or the
Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473,F.S.and
215.4725 F.S,respectively. Pursuant to section 287.135(5),F.S.,and 287.135(3),F.S.,
Contractor agrees the Department may immediately terminate the Contract for cause if the
Contractor is found to have submitted a false certification or if Contractor is placed on the
Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List,or the Scrutinized Companies that Boycott Israel List,
or is engaged in a boycott of Israel during the term of the Contract.
5.4 Cooperation with Inspector General.
Pursuant to subsection 20.055(5),F.S.,Contractor,and any subcontractor to the Contractor,
understand and will comply with their duty to cooperate with the Inspector General in any
investigation,audit,inspection,review,or hearing. Upon request of the Inspector General or
any other authorized State official,the Contractor must provide any type of information the
Inspector General deems relevant to the Contractor's integrity or responsibility.Such
information may include,but will not be limited to,the Contractor's business or financial
records,documents,or files of any type or form that refer to or relate to the Contract.The
Contractor will retain such records for five years after the expiration of the Contract,or the
period required by the General Records Schedules maintained by the Florida Department of
State(available at:http://dos.rriyflarida.carnAibraEy-archives/records-rnanagernent/general-
records-schedules/),whichever is longer.The Contractor agrees to reimburse the State of
Florida for the reasonable costs of investigation incurred by the Inspector General or other
authorized State of Florida official for investigations of the Contractor's compliance with the
terms of this or any other agreement between the Contractor and the State of Florida which
results in the suspension or debarment of the Contractor.Such costs will include,but will not
be limited to:salaries of investigators,including overtime,travel and lodging expenses,and
expert witness and documentary fees.
SECTION 6. MISCELLANEOUS.
6.1 Notice of Legal Actions.
The Contractor must notify the Department of any legal actions filed against it for a violation of
any laws,rules,codes,ordinances or licensing requirements within 30 days of the action being
filed. The Contractor must notify the Department of any legal actions filed against it for a
breach of a contract of similar size and scope to this Contract within 30 days of the action
being filed. Failure to notify the Department of a legal action within 30 days of the action will
be grounds for termination for cause of the Contract.
6.2 Subcontractors.
All contactors,dealers,and resellers authorized by the Department,as shown on the
dedicated Contractor NASPO ValuePoint website,are approved to provide sales and service
support to participants in the Contract.The Contractor's dealer participation will be in
accordance with the terms and conditions set forth in the Contract.The Contractor is fully
responsible for satisfactory completion of all subcontracted work.The Department supports
diversity in its procurements and contracts,and requests that Contractor offer subcontracting
opportunities to certified woman-,veteran-,and minority-owned small businesses.The
Contractor may contact the OSD at osdhelpCo)drnamYYlonda corn for information on certified
small business enterprises available for subcontracting opportunities.
6.3 Assignment.
The Contractor will not sell,assign or transfer any of its rights,duties or obligations under the
Contract without the prior written consent of the Department.In the event of any assignment,
the Contractor remains secondarily liable for performance of the Contract.The Department
may assign the Contract to another state agency.
6.4 Independent Contractor.
The Contractor and its employees,agents,representatives,and subcontractors are not
employees or agents of the Department and are not entitled to the benefits of State of Florida
employees. The Department will not be bound by any acts or conduct of the Contractor or its
employees,agents,representatives,or subcontractors. The Contractor agrees to include this
provision in all of its subcontracts under the Contract.
6.5 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial Services.
The duties of this office are found in section 215.422,F.S.,which include disseminating
information relative to prompt payment and assisting contractors in receiving their payments in
a timely manner from a Customer. The Vendor Ombudsman may be contacted at(850)413-
5516.
6.6 Information Technology Standards
Pursuant to sections 282.0051 and 282.318,F.S.,the Agency for State Technology(AST)is to
establish standards for the implementation and management of information technology
resources.Vendors agree to cooperate with the state agency in furtherance of the state
agency's efforts to comply with AST standards,established in Rule Chapter 74,F.A.C,as
applicable.
SECTION 7. WORKERS'COMPENSATION AND GENERAL LIABILITY INSURANCE,AND
INDEMNIFICATION
7.1 Workers'Compensation Insurance.
To the extent required by law,the Contractor must be self-insured against,or must secure and
maintain during the life of the contract,Worker's Compensation Insurance for all its employees
connected with the work of this project,and in case any work is subcontracted,the Contractor
must require the subcontractor similarly to provide Worker's Compensation Insurance for all of
the latter's employees unless such employees engaged in work under the resulting contract
are covered by the Contractor's insurance program. Self-insurance or insurance coverage
must comply with the Florida Worker's Compensation law. In the event hazardous work is
being performed by the Contractor under the resulting contract or purchase order and any
class of employees performing the hazardous work is not protected under Worker's
Compensation statutes,the Contractor must provide,and cause each subcontractor to provide
adequate insurance satisfactory to the Department for the protection of employees not
otherwise protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance including
bodily injury,property damage,product-liability,personal&advertising injury and completed
operations. This insurance must provide coverage for all claims that may arise from the
services,and operations completed under the Contract and any resulting contract or purchase
order,whether such services or operations are by the Contractor or anyone directly or
indirectly employed by them. Such insurance must include a Hold Harmless Agreement in
favor of the State of Florida and also include the State of Florida as an Additional Named
Insured for the entire length of the Contract and any resulting contract or purchase order. The
Contractor is responsible for determining the minimum limits of liability necessary to provide
reasonable financial protections to the Contractor and the State of Florida under the Contract
and any resulting contract or purchase order.
All insurance policies must be with insurers licensed or eligible to transact business in the
State of Florida. The Contractor's current certificate of insurance must contain a provision that
the insurance must not be canceled for any reason except after thirty(30)days written notice
to the Department's Contract Manager.
The Contractors must submit insurance certificates evidencing such insurance coverage prior
to execution of a contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance
policies as an additional insured,as provided below.
Florida Department of Management Services
c/o Division of State Purchasing
4050 Esplanade Way,Suite 36060
Tallahassee,Florida 32399-0950
SECTION 8. PUBLIC RECORDS,TRADE SECRETS,DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
8.1 Public Records.
The Department may unilaterally cancel this Contract for refusal by the Contractor to comply
with this section by not allowing public access to all documents,papers,letters or other
material made or received by the Contractor in conjunction with the Contract,unless the
records are exempt from section 24(a)of Article I of the State Constitution and section
119.07(1),F.S.
Solely for the purposes of this section the contract manager is the agency custodian of public
records,unless another is designated per(e),below.
If,under a resulting contract or purchase order,the Contractor is providing services and is
acting on behalf of a public agency,as provided by section 119.0701,Florida Statutes. The
Contractor shall:
(a)Keep and maintain public records required by the public agency to perform the service,
(b)Upon request from the public agency's custodian of public records,provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within reasonable time and at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes,or as otherwise provided by law,
(c)Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the contract term
and following the completion of the contract if the contractor does not transfer the records to
the public agency,
(d)Upon completion of the contract,transfer,at no cost,to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service.If the contractor transfers all public records to the public agency
upon completion of the contract,the contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements.If the
contractor keeps and maintains public records upon completion of the contract,the contractor
shall meet all applicable requirements for retaining public records.All records stored
electronically must be provided to the public agency,upon request from the public agency's
custodian of public records,in a format that is compatible with the information technology
systems of the public agency,and
(e)IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER,EMAIL ADDRESS AND MAILING
ADDRESS PROVIDED IN THE RESULTING CONTRACTOR PURCHASE ORDER.
8.2 Protection of Trade Secrets or Confidential Information.
If the Contractor considers any portion of materials made or received in the course of
performing the Contract("contract-related materials")to be trade secret under section
812.081,F.S.,or otherwise confidential under Florida or federal law,the Contractor must
clearly designate that portion of the materials as"confidential'when submitted to the
Department.
If the Department receives a public records request for contract-related materials designated
by the Contractor as"confidential,"the Department will provide only the portions of the
contract-related materials not designated as"confidential."If the requester asserts a right to
examine contract-related materials designated as"confidential,"the Department will notify the
Contractor. The Contractor will be responsible for responding to and resolving all claims for
access to contract-related materials it has designated"confidential."
If the Department is served with a request for discovery of contract-related materials
designated"confidential,"the Department will promptly notify the Contractor about the request.
The Contractor will be responsible for filing the appropriate motion or objection in response to
the request for discovery. The Department will provide materials designated"confidential'only
if the Contractor fails to take appropriate action,within timeframes established by statute and
court rule,to protect the materials designated as"confidential'from disclosure.
The Contractor will protect,defend,and indemnify the Department for claims,costs,fines,and
attorney's fees arising from or relating to its designation of contract-related materials as
"confidential."
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment under
the Contract and all other records,electronic files,papers and documents that were made in
relation to this Contract. Contractor must retain all documents related to the Contract for five
years after expiration of the Contract,or,if longer,the period required by the General Records
Schedules maintained by the Florida Department of State available at:
http://dos.rriytlo rida.co rnA ibra ry-arch ives/records-rnan ache rnennen era I-records-schedules/.
SECTION 9. DATA SECURITY AND SERVICES.
9.1 Warranty of Security.
Unless otherwise agreed in writing,the Contractor and its subcontractors will not perform any
of the services from outside of the United States,and the Contractor will not allow any State of
Florida Data to be sent by any medium,transmitted or accessed outside of the United States.
Notwithstanding any provision of this Contract to the contrary,the Contractor must notify the
Department as soon as possible,in accordance with the requirements of section 501.171,
F.S.,and in all events within one(1)business day in the event Contractor discovers any Data
is breached,any unauthorized access of Data occurs(even by persons or companies with
authorized access for other purposes),any unauthorized transmission of Data or any credible
allegation or suspicion of a material violation of the above.This notification is required whether
the event affects one agency/customer or the entire population.The notification must be clear
and conspicuous and include a description of the following:
(a)The incident in general terms.
(b)The type of information that was subject to the unauthorized access and acquisition.
(c)The type and number of entities who were,or potentially have been affected by the breach.
(d)The actions taken by the Contractor to protect the Data from further unauthorized access.
However,the description of those actions in the written notice may be general so as not to
further increase the risk or severity of the breach.
9.2 Remedial Measures.
Upon becoming aware of an alleged security breach,Contractor's Contract Manager must set
up a conference call with the Department's Contract Manager.The conference call invitation
must contain a brief description of the nature of the event.When possible,a 30 minute notice
will be given to allow Department personnel to be available for the call.If the designated time
is not practical for the Department,an alternate time for the call will be scheduled.All available
information must be shared on the call.The Contractor must answer all questions based on
the information known at that time and answer additional questions as additional information
becomes known.The Contractor must provide the Department with final documentation of the
incident including all actions that took place.If the Contractor becomes aware of a security
breach or security incident outside of normal business hours,the Contractor must notify the
Department's Contract Manager and in all events,within one business day.
9.3 Indemnification(Breach of Warranty of Security).
The Contractor agrees to defend,indemnify and hold harmless the Department,Customer,the
State of Florida,its officers,directors and employees for any claims,suits or proceedings
related to a breach of the Warranty of Security.The Contractor will include credit monitoring
services at its own cost for those individuals affected or potentially affected by a breach of this
warranty for a two year period of time following the breach.
9.4 Annual Certification.
The Contractor is required to submit an annual certification demonstrating compliance with the
Warranty of Security to the Department by December 31 of each Contract year.
SECTION 10. GRATUITIES AND LOBBYING.
10.1 Gratuities.
The Contractor will not,in connection with this Contract,directly or indirectly(1)offer,give,or
agree to give anything of value to anyone as consideration for any State of Florida officer or
employee's decision,opinion,recommendation,vote,other exercise of discretion,or violation
of a known legal duty,or(2)offer,give,or agree to give to anyone anything of value for the
benefit of,or at the direction or request of,any State of Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347,F.S.,Contract funds are not for the purpose
of lobbying the Legislature,the judicial branch,or the Department. Pursuant to subsection
287.058(6),F.S.,the Contract does not prohibit the Contractor from lobbying the executive or
legislative branch concerning the scope of services,performance,term,or compensation
regarding the Contract,after the Contract execution and during the Contract's term.
SECTION11. CONTRACT MONITORING.
11.1 Financial Consequences of Non-Performance.
If the corrective action plan is unacceptable to the Department or Customer,or fails to remedy
the performance deficiencies,the Contractor will be assessed a non-performance retainage
equivalent to 10%of the total invoice amount or as specified in the Contract. The retainage
will be applied to the invoice for the then-current billing period. The retainage will be withheld
until the Contractor resolves the deficiency. If the deficiency is subsequently resolved,the
Contractor may invoice the Customer for the retained amount during the next billing period. If
the Contractor is unable to resolve the deficiency,the funds retained will be forfeited.
SECTION 12. CONTRACT AUDITS.
12.1 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained. Records of costs
incurred will include the Contractor's general accounting records,together with supporting
documents and records of the Contractor and all subcontractors performing work,and all other
records of the Contractor and subcontractors considered necessary by the Department,State
of Florida's Chief Financial Officer or the Office of the Auditor General for audit.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 E-Verify.
In accordance with Executive Order 11-116,the Contractor agrees to utilize the U.S.
Department of Homeland Security's E-Verify system to verify the employment eligibility of all
new employees hired during the term of the Contract for the services specified in the Contract.
The Contractor must also include a requirement in subcontracts that the subcontractor must
utilize the E-Verify system to verify the employment eligibility of all new employees hired by the
subcontractor during the Contract term. In order to implement this provision,the Contractor
must provide a copy of its DHS Memorandum of Understanding(MOU)to the Contract
Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System,it will do so within five days of notice of Contract award,and provide the
Contract Manager a copy of its MOU within five days of Contract execution. The link to E-
Verify is provided below.http://www.usci5.gov/e-verify. Upon each Contractor or
subcontractor new hire,the Contractor must provide a statement within five days to the
Contract Manager identifying the new hire with its E-Verify case number.
13.2 Disqualifying Offenses.
If at any time it is determined that a person has a criminal misdemeanor or felony record
regardless of adjudication(e.g.,adjudication withheld,a plea of guilty or nolo contendere,or a
guilty verdict)within the last six years from the date of the court's determination for the crimes
listed below,or their equivalent in any jurisdiction,the Contractor is required to immediately
remove that person from any position with access to State of Florida Data or directly
performing services under the Contract.The disqualifying offenses are as follows:
(a)Computer related or information technology crimes
(b) Fraudulent practices,false pretenses and frauds,and credit card crimes
(c) Forgery and counterfeiting
(d)Violations involving checks and drafts
(e) Misuse of medical or personnel records
(f) Felony theft
13.3 Communications and Confidentiality.
The Contractor agrees that it will make no statements,press releases,or publicity releases
concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed
any of the data or other information obtained or furnished in compliance with the Contract,or
any particulars thereof,during the period of the Contract,without first notifying the
Department's Contract Manager or the Department designated contact person and securing
prior written consent. The Contractor must maintain confidentiality of all confidential data,
files,and records related to the services and commodities provided pursuant to the Contract
and must comply with all state and federal laws,including,but not limited to sections 381.004,
384.29,392.65,and 456.057,F.S.The Contractor's confidentiality procedures must be
consistent with the most recent version of the Department security policies,protocols,and
procedures.The Contractor must also comply with any applicable professional standards with
respect to confidentiality of information.
This space left intentionally blank.
Alternate Contract Source No.81141902-18-ACS
EXHIBIT C
2017 STATE OF FLORIDA PRICE LIST
,(M
2017 Sate of
Florida Rice tist.pdi
This space left intentionally blank.
EXHIBIT D
",
y
COMMONWEALTH of VIRGINIA
Virginia Information Technologies Agency
Nei P M ae TDD VOICE-TEL.NO.
11751�leado�zn�ille Lane
Chief[f anon Officer 711
Email: eroiiivita,vireiiva.eov Chester,Virginia 23836-6315
(804)416-6100
March 10,2016
Kimberly Pease
Gartner Inc.
6401 81st Street
Cabin John,Maryland 20818
Per Section 3.A.("Term and Termination")of contract VA-120501-GARG,The Virginia
Information Technologies Agency has elected to exercise its option to renew the contract for one
year,from May 1,2016 through April 30,2017.Should you have any questions,please feel free
to contact me.
Respectfully,
Doug Crenshaw
Strategic Sourcing Manager
Virginia Information Technologies Agency
(804)416-6160
AN EQUAL OPPORTUNITY EMPLOYER
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in a warOrlcprovp must be of the same type,
PUrrhaiurg terms and orierequjisne applies,check with was relpresenlathie.
NJrnited avadati and/or elISINI[tv reclWirements apply,Chart mvsT tonfirinn avallalpirty with Sales repretpinrativa,before
iru'rchasing
.Rai ordy seMom are avajitible to elii li-ense holy$e,;s who purchased The Service Hsted on or before the date
specified below and continuously purchase the seni thereafter-oleasu,check with Sailes RepresentatNe for avaffaMty
and e4gibilfty before ordering.
Core Rmaarth:purchased an or le fore February 1,2DO7
Cpartrier for 9 Leaders Workgroup:porchavi on or beforeAuflust 01,20:1
industry AcrAsorytiervices,Workgroup:purchased on or before August 01,2011
Leaidershiip in Devdzprnirote purchased on or before February 1.2014
S`ft.O.vpWi%e IT Leaders Werkgroup;purchased on or before August 02,2011
Aggregate Core Reference and Adviser Seats at the Agency/Bureag/Oi unit ei only—on a once Purchase
Carder—tin determine price per seat-Renewal of ei Care Research Icereas ace permted at the saxne seat quantity
pnics,*.ei purchased a%of Dan Leary 31.2CO7 or at a kgwer q%Aan tJty price Beweq should the number of 4ievnses purri is
red"ad.AddrOorai licensics am pruad at the sarne pree bvevl as yi seats and do not quality to rabe The irrice level to
a new or higher seat quantity,
11 Gartner ForTedirical Prafessionai SMIk,Garionef for Technical Planner SPA%and Gannivir for TeO Mcal Mannar Pssentals
S,M5 are availlable only to eig&JWe sma4 and ri sa8 agencies with 4,10W or less employees.Please check with Sales
reprimi hii purcharing.
w TVCW arli apply to Ord ms rLtemvLd M the event year indicated.For eXaumpii&,20151 Symposuum ticket prict,api na,
orderi recei on or bi December 31,?M.5-21016 fickit p6cat have not be p4ased.Pli chock w thi account
repre enratlyi for the oncost current ticket pi betere pedirivnif,
RMILAA HMYRLY I ri t r DAMill RATE'
RATE
CONSUL rt hKi�SEA,' ICES A /,vlZ'riib 7rrlD
..........
4,122
S-10,Director l S 560
Director— — WA 3,539
SrAssociate 432 Z998
, ConsultantM irectair 346 2,42's
254 rap
Associate Consultant
'The rates indicated area Supplier mayfi addMonal
Page 4 of 4
COMMONWEALTH of VI GI IA
Virginia Information Technologies Agency
Eric R.Link TDD VOICE-TEL.NO.
1175112eadmvvilleLane
Irate' Chef lnfoimation Officer 711
Email: cio'��ita.vireinia.eov Chester,�'ir^ma 23836-6315
`" (804)416-6100
April 01,2015
Matt Eisman
Gartner Inc.
6401 81st Street
Cabin John Maryland 20818
Mr.Eisman
Per Section 3.A.("Term and Termination")of contract VA-120501-GARG,The Virginia
Information Technologies Agency has elected to exercise its option to renew the contract for one
year,from May 1,2015 through April 30,2016.Should you have any questions,please feel free
to contact me.
Respectfully,
Doug Crenshaw
Strategic Sourcing Manager
Virginia Information Technologies Agency
(804)416-6160
AN EQUAL OPPORTUNITY EMPLOYER
MODIFICA]ION NO4 3
TO
CONTRAC]'NUMBER NPA-120501-GARG
BKTWFEN THE
COMMONIAIEAU ll OF VilW INIA
AND
GARTNER,INC,
M6 MODIFICA1 iON No,I iflicrdiy fincorporaled imoand maden integral pam o(Commou VA-120501-OARO
thq pillpmw ufLhh'mWiric'mion is lo add alum cpernweC,ap and cUlf1walions Hmed lmlow:
"Authorized U ers uto)hwhah,privult-iusfifuliom q(higher educalio"chanered in
V�rglniaj andgramed tux ex(unpj rf¢aaafs o�cric,1c,r c#iJit,1?rtLq-1it4l Revenue
Coek, A fist plMiepriva(e murgunorts eligible to use thiv corvy-out can beffmondal
2, Add kollit Minition of'Stawrimmul'Wknk(SOW)"un Suvfionl Subsection B an Comnwl Page 7,
"Y M4,apz ljor9ze(l J,vj-r jv tr prhwfe invd(wron chanered ut I"irgunto awl gratuedurr-
excnyw'stwus mystivo,t501 as/Me haerml Rein nue Conle,such privage invinairin
onqy ho we i1v mvoo pey,them etmovnN applicuble(o Supp(wr"v jw c-approvcd st ukw�
3 Add to he&Rnaiwa of"K1011 l S Tv W(Mr PRODUC in Srxdon 5 on(mmmul Pap:ttr
'11'Aitthorm)I Imp hia private inunufimt qfljigher nhieafion chm-Yerc4l m llo'Abrio
amigranted tax-exetylM steams under§501(v)3)oj'lhe Imernal Revenue Cemle,apkv
licertse ro Jar e-exisfing lvf)p-k shall be huhlb'wl,and all rights in,rWe to and o Pp['ship
rat JFork Prod wt shall veq with Mal inotnahm,"
4 Add io the ckriniiioN m Semon 14 Subwclion A tin t onlracl Pagc 1.1
"Its the event O'seldenum?hetwev"SuppUct,opulpnvafive it sriaorion 0/higher
eelucation who is an Authorized User qf1hv vowrw-i,47eseedenjeow 5hall be
sati.Vitclorl',(o such
S. Add w Ow,ekfuwjon ol 111)u,jpme Resolulion"ill S"evion u8 Subsection Frain("oduct
In dic evvit of any breach by a public body or aprivdag-!,?.WtUth0Pl,Sl.lialfflff'.S
ronw.dics"haH 1.,w finowd to Oaims ku dam ges and Prompt Paymcrifl Act intemsi
crud,ifavnibib]Q tmd"arramed,equkable rchel'.all such clamis to he processed
pursunt to flu s Section,III Itt)cm w shall Supplier",mmmlin incqude w the cup Wad lo
terminate any kcwwo or 5uppckrt wrviccs hmunkkn`
'the 165rHvt?,amnr^at flu"(ompielt.111d fill al NpjrS'jk,jj otfhe jvulwh a�,j-:,-ra (,Wrad VA� M501-GARG
by dik Modilkm"m No
ALLO"WR TERMS AND CONDPTIONS REMAIN UNCHANGED,
PEWSION'l'SIGNING TFII$cwrRACT ARE AUTHORIZED REPHESEN1 A fl)qS OF EACH PART)"
TOTHISCON'IPACI ANR3ACKNOWLED<;F,'VRAI'EACl1 PAR'8'V AGREES TO BE AOUND BY rHE
TERMS AND CONDITIONS OF Tnv CO'XTKACT�
CiA UK RlNqj-�, CQMMC)NWFAU QEY-ft(JKA
..........
NAM F:Plllitl'v A, NAW
TffLL-':._,
DAIT� 170 DA T E!
7�
v
COMMONWEALTH of VIRGINIA
Virginia Information Technologies Agency
Sam 1 4.V'_m.Jr. TDD VOICE-TEL.NO.
11751 Meadmzwille Lane
Chief[f tion officer 711
E-mail:ciotF ita.vireinia.eov Chester,Virginia 23 83 6-63 1 5
(804)416-6100
March 21,2014
Gartner Inc.
6401 81st Street
Cabin John,MD 20818
Contact Person:Phillip A.Cummings
Per Section 3.A.('Term and Termination")of contract VA-120501-GARG,The Virginia
Information Technologies Agency has elected to exercise its option to renew the
contract for one year,from 5/1/14 through 4/30/15.Should you have any questions,
please feel free to contact me.
Respectfully,
Doug Crenshaw
Strategic Sourcing Manager
Virginia Information Technologies Agency
(804)416-6160
AN EQUAL OPPORTUNITY EMPLOYER
MODHICKTION#2
110
CONI RAC'r INUMBFR VA-11705W,GAR43
BEIIIINIEll"IN IfIll'?,
CONMIMNWEATA H OF VIRGINIA
AND
GARMER,INC
J his MODHtl lCA'T M42 bcoxvvn fliv Comu=mmaldi of VirginM,fierrjmftcr rderrml
w as'Smte"ol,"Commigomrokh"or (Virginia hifonflotion]cchnole+gir,,Apm,", ),mid Gfirtma,
Inc,htAuinaftor reforrud ao a5"Corm Rom",MW41t to vbu modMication Nrf lMrr.Ad"o"r cmtn t. I hk
ModUknaou 02!s heroby hico7mvvd inw find mde in irm,,imM pnrK ofComaracr VA,12091 4AWG
(fliv Agmmum),as qIodifil�ml,
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l be wladhosJ jmwmg wbcdkilc MR be the new pdcij4.-,mhedule fm the pv,,a Fod ofFebrumr(6,2014 to
Ammuy 31,201 S
llv�x chungLs ire effivuive hnmedflateh
ALL 0'WffFH'I'fA4MS ANT) REMAIN UN(MANGEM
PERSONS MGNTNCTIM C'ON MACT'ARF.MA UORIAIM FA(J�
PARI V TO I Mr,CON'Y'RAC]'AND Al'FACH VAR'T'Y ACRVES"TO OF,
BOUND Ww"IlM URMS ANT)CONmnONS OF THE CONI'RACI'.
......... .
NAMI Phffl)p,tA,�`kmmngs
'Fl R E Qkl,Mi T11 E;$oLvcfij2,
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M CA 1,K,
2014 VIll A
SCHEDULE OF PRIUS,
Gkwoerre,'erves the 0ght w r0mh As p,icmp,jr,o product offer InIp on an a nnuul um is wl1h the,prku?sIiucd in
the r a,mw GSA Gmnjr 70 u7 ghQdmle prkeNst.The neim shed PnurtH mid flrodutn:Dffenng wl III be p7mdlatl In January of
emb lewclRelld me ypwand a dIdbraWto 0w-igmg sejwidjes orn,t4jjion of eje.
fv p,ki"ginn—in veeludes-IIFA f—1 2%,eN&Vertdrsr fcwol M,amf PVA OndcrindAgemv
ANNIM F�T,'
RESEARCH AND ADVIII SERVICES blmmuu ttdat,,wol 5
tMACW COWAXSi,AWEW' 9 WW
Ltsgat,x Client Core Reseamh Advisor 1-9 5eaI5
cfi—t cl:",11-2-Ph I-..t
Lqat y Diem Con�,,Rosclare 11 RefoyenPP --1
I Pgaty C.1-1[we 110 ea'ch Refewre,10-24 wals S
Loguy Upm Corp Rowlaer h 110,10,Yxenr 0,2 5 1 6�,683
Coro M......r,Inquwy Aue,5,S Jr6tmmo,,
RTKE membEr ............
ember 22,538
Gunner Core conrwct Refenronce single-member 19,?37
Gartnw Core Conrlell Acdcrence rnWd nemlyu
bq-y Cb-t C-n?fix-ar,h Ad—.r I.Com Coh-,rt AJ Ao,I-q mr,"
U ary Mrmt Cc—R—arch Ad—or Cun-,slon to Core Cor,rPert AdWww 10-"rlu sreatg 13 71t)
1 pyr Oirinr CorC Ro,%oArCh,AOqor Convemo,to Core Co-erl Advisor 25+sems 1-112-9L
Ltpcy(Aw-m Co,,Reward,ReGeneace Coayer,,m w Cme-Co,in Peet Reference I seal 4 mm.. il,°—gl
r se C kentLoi �lkseaee h Refce em e Conversn:mn k o Cof�c E 'e"C-t At Rice e'2 9'3eZ 1 Y,4-12
jVLzjy. jRr P.!�M-tq., tLT.Ll��.Lqav e r s CTLL�C�o r e t 0 I'l R e ct m f P.110 n r.d.1024 S m I S 1 t,3713
to CcrL Corneep ROPrellrtl 25' F,4$4
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90 14,16C
13,4557
A,d sor inu4fi nie.rr�b-
jARTNER FOR UT LEADIER$(GITL)W4kF4XG14OUI9A
.................
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RESEARCH AND ADVISORY SERVICES 7OV, �.
INDUSTRY AC1 VISO'RY SER.YPRCE IAS-G.
PAS O Refue &i tru,r... 7Ed,564
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III EXECUTIVE PORTFO"O
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f FNeC6UkSwe". EIS wG:11"f:rr6C0'I'13Re1 93ti.A2
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ar7sirx�rlern�he.r S 79„U&'..
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ENTERPRISE a O E.ADEAS HTA 3FWO73NC4 ROUP
17iI WVnrkCn d ad;J 4 r1a 5�41trP 119a;1 Le3dvl Pm 3 Wa,rktruv 1 Mi-njw,, K' 94,847
UfLWrarkBrCA9ddCrtns EurfCLitaar WPrkrrpwa Mwiter Add S 15.✓J22
t 11L Wfep'ky ruxli3136k1.„W,at u4GC &31 urkgroup IyIcl bwk `y J7 7;3,3
F.fIL Waek,„ruup Rol b117
EI10..WQrK,rwup ktisentladl 2 Leader&Ik W[1Pk nmLuri IhAemhnrs 72,231
P fTU WVex&Rlrsr &c faroLL;,rI th serivey(,o,Mu-r7{;ter Ar9d-erar 7„+58.5
EITE.'6V. R T I-d"&3 Wrirkpro N M ka— RENEWAL DNEW a $ 67,394
d Pa6"d LVNN'yen ip 4'VSA'lay r'auW Fmi lBarYdT,r Atici t]uY Rk NLEALUNLY' 11 :.8,1'1
GAR)INEIR FOR 11 A.5SWATE;S'
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Page 20 A
ANINWRE
Ofoc"w",
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IRESCARCH AND AMMORY SIERVICES 11,M,
GARTNER FOR TECHNICAL PROFIESSIOINA0 0P)I'
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Gm e,,f ry Teti i 11 lulll—P,a2,�1�L 97,958
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GAhRTNER FOR IIT ILEADERS(GUTL)WORKGRICIUJP CROSS FU NC,TMgN
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Legacy Oient Oxe Research Advisor 1-9 seats $ 20,851
Legacy Oient Core Research Advisor 10-24 seats $ 11,597
Legacy Oient Oxe Research Advisor 25+ $ 9,890
Legacy Oient Core Research Reference 1 seat $ 12,377
Legacy Oient Core Research Reference 2-9 seats $ 11,139
Legacy Oient Core Research Reference 10-24 seats $ 9,265
Legacy Oient Core Research Reference 25+ $ 6,485
Core Research Inquiry Access 5 l nstances $ 7,183
COFEOCNNH,T
Gartner Core OJnnect Advisor single-member $ 29,773
Gartner Core OJnnect Advisor multi-member $ 21,882
Gartner Core OJnnect Werence single-member $ 19,165
Gartner Core OJnnect Werence multi-member $ 11,139
Le c Qlent Core Research Advisor Conversion to Core OJnnect Advisor 1-9 seats $ 21,882
Le c Oient Core Research Advisor Conversion to Core OJnnect Advisor 10-24 seats $ 13,314
Legacy Oient Core Research Advisor Conversion to Core OJnnect Advisor 25+seats $ 11,607
Legacy Oient Core Research Reference Conversion to Core Conned Reference 1 seat $ 1 158
Legacy Oient Core Research Reference Conversion to Core Conned Reference 2-9 seats $ 11,139
Legacy Oient Core Research Reference Conversion to Core Conned Reference 10-24 seats $ 11,045
Legacy Oient Core Research Reference Conversion to Core Conned Reference 25+seats $ 8,234
GARTNER FOR IT LEADERS GITL
GTL Reference single-member $ 21,892
GTLReference multi-member $ 13,949
GTLAdvisor single-member $ 32,521
GTLAdvisor multi-member $ 24,568
GARTNER FOR ITLEADERS GITL WCWG'iOUPOOROSSFUNCIION
GTLAdvisor Workgroup Cross Function:1 Advisor&3 Workgroup Members $ 68,331
GTLAdvisor Workgroup Cross Function:1 Advisor&4 Workgroup Members $ 82,926
GTLAdvisor Workgroup Cross Function:1 Advisor&5 Workgroup Members $ 97,521
GTLAdvisor Workgroup Cross Function:1 Advisor&6 Workgroup Members $ 112,126
GTLAdvisor Workgroup Cross Function:1 Advisor&7 Workgroup Members $ 126,721
GTLAdvisor Workgroup Cross Function:1 Advisor&8 Workgroup Members $ 141,316
GTLAdvisor Workgroup Cross Function:1 Advisor&9 Workgroup Members $ 155,859
GTLAdvisor Workgroup Cross Function:1 Advisor&10 Workgroup Members $ 170,505
GARTNER FOR IT LEADERS GITL WCW ROUP ROLE
GTLAdvisor Workgroup Role:1 Advisor&3 Workgroup Members $ 51,717
GTLAdvisor Workgroup Role:1 Advisor&4 Workgroup Members $ 60,774
GTLAdvisor Workgroup Role:1 Advisor&5 Workgroup Members $ 64,636
GTLAdvisor Workgroup Role:1 Advisor&6 Workgroup Members $ 78,897
GTLAdvisor Workgroup Role:1 Advisor&7 Workgroup Members $ 87,965
GTLAdvisor Workgroup Role:1 Advisor&8 Workgroup Members $ 97,032
GTLAdvisor Workgroup Role:1 Advisor&9 Workgroup Members $ 106,088
!GTLAdvisor work group Fble:1 Advisor&10 Workgroup Members $ 115,145
GARTNER FOR IT LEADERS GTL WOW GROUP ESENTALS
GTLAdvisor Workgroup Essentials 1 Advisor&3 Workgroup Members $ 46,377
GTLAdvisor Workgroup Essentials 1 Advisor&4 Workgroup Members $ 53,664
GTLAdvisor Workgroup Essentials 1 Advisor&5 Workgroup Members $ 60,940
GTLAdvisor Workgroup Essentials 1 Advisor&6 Workgroup Members $ 68,227
GTLAdvisor Workgroup Essentials 1 Advisor&7 Workgroup Members $ 75,514
GTLAdvisor Workgroup Essentials 1 Advisor&8 Workgroup Members $ 82,791
GTLAdvisor Workgroup Essentials 1 Advisor&9 Workgroup Members $ 90,078
GTLAdvisor Workgroup Essentials 1 Advisor&10 Workgroup Members $ 97,354
GARTNER FOR IT LEADERS GITL WOW GROUP-RBVBNAL ONLY
GTLAdvisor Workgroup:1 Advisor&3 Workgroup Members $ 42,723
GTLAdvisor Workgroup:1 Advisor&4 Workgroup Members $ 48,448
GTLAdvisor Workgroup:1 Advisor&5 Workgroup Members $ 54,174
GTLAdvisor Workgroup:1 Advisor&6 Workgroup Members $ 59,899
GTLAdvisor Workgroup:1 Advisor&7 Workgroup Members $ 65,614
GTLAdvisor Workgroup:1 Advisor&8 Workgroup Members $ 71,340
GTLAdvisor Workgroup:1 Advisor&9 Workgroup Members $ 77,044
GTLAdvisor Workgroup:1 Advisor&10 Workgroup Members $ 82,770
I NDUSFRYADVI a)RYSBRk/I CE(IASG)
IASG Reference single-member $ 29,564
IASG Reference multi-member $ 20,820
IASGAdvisor single member $ 43,826
IASGAdvisor multi member $ 34,561
IASGAdvisor Add-on to IT Bcecutivesor Enterprise IT Leaders $ 10,306
INDUSFRYADVIa)RYS9RJICE WOWG'iOUP IASG
IASGAdvisor Work rou Cross Function:1 Advisor&3 Work rou Members $ 93,586
IASGAdvisorWorkgroup Cross Function:Member add-on $ 19,675
IASGAdvisor Workgroup Role:1 Advisor&3 Workgroup Members $ 70,476
IASGAdvisor Workgroup Role:Member add-on $ 11,972
IASGAdvisorWorkgroup Essentials 1 Advisor&3 Work rou Members $ 57,047
IASGAdvisor Workgroup Essentials Member add-on $ 7,495
IASGAdvisor Work rou :1 Advisor&3 Work rou Members-REVB(VALONL.Y $ 57,047
IASGAdvisor Work rou :Member add-on-RBVC:::WALC:NJLY $ 7,495
IT BCEOJIIVE PORIFOU O
ITBcecutivesaOS nature $ 86,413
ITBcecutivesOOsin Ie member $ 78,148
ITBcecutivesa0multi-member $ 69,362
ITBcecutive Essentialssin Ie-member $ 52,258
ITBcecutive Essentialsmulti-member $ 46,751
ITBcecutives Delegate Add-on* $ 36,685
ITBcecutive2Meetin sAdd-on* $ 13,700
*Check with Sees reprewntat ive for availability
Leadership Development Add-onto GTI_BTL or ITBcecutive $ 20,029
aOAcademy Oassic North America for IT Bcecutives Programs Member TBD
aOAcademy Oassic North America TBD
BJTBRPRS_IT LEADB;S BTL
BTLsin Ie-member** $ 57,828
BTLmulti-member** $ 48,094
**Choose one:Applications(SNO5,Cnterprise Architecture,Infrastructure&Operations Sawrity&Rsk Management,
or sourcing&Rowrement
EJTERPRSE IT LEADERS BTL)WOWGROUPORa9SFUNCTI0
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BTLWorkgroup Cross Function:1 BTLMember&3Workgroup Members $ 91,827
BT-Workgroup Cross Function:1 BTLMember&4Work rou Members $ 106,432
BT-Workgroup Cross Function:1 BTLMember&5Work rou Members $ 121,027
BT-Workgroup Cross Function:1 BTLMember&6Work rou Members $ 135,621
BT-Workgroup Cross Function:1 BTLMember&7Work rou Members $ 150,227
BT-Workgroup Cross Function:1 BTLMember&8Work rou Members $ 164,822
BT-Workgroup Cross Function:1 BTLMember&9Work rou Members $ 179,416
BTLWorkgroup Cross Function:1 BTLMember&10Workgroup Members $ 194,011
EJTERPRSEIT LEADERS BTL WOWGROUP ROLE
BTLWork rou Pole:1 BiL Member&3 Workgroup Members $ 75,223
BTLWork rou Pole:1 BiL Member&4 Workgroup Members $ 84,279
BTLWork rou Pole:1 BiL Member&5 Workgroup Members $ 93,346
BTLWork rou Pole:1 BiL Member&6 Workgroup Members $ 102,403
BTLWork rou Pole:1 BiL Member&7 Workgroup Members $ 111,470
BTLWork rou Pole:1 BiL Member&8 Workgroup Members $ 120,527
BTLWork rou Pole:1 BiL Member&9 Workgroup Members $ 129,594
BTLWork rou Foie:1 BT-Member&10Work rou Members $ 138,651
EJTE�PRSE IT LEADERS(BTL)WOWG'iOUP E39EN11ALS
BT-Workgroup Essentials.1 BiL Member&3 Workgroup Members $ 69,893
BT-Workgroup Essentials.1 BiL Member&4 Workgroup Members $ 77,169
BTLWorkgroup Essentials.1 BiL Member&5 Workgroup Members $ 84,446
BT-Workgroup Essentials.1 BiL Member&6 Workgroup Members $ 91,733
BTLWorkgroup Essentials.1 BiL Member&7 Workgroup Members $ 99,010
BT-Workgroup Essentials.1 BiL Member&8 Workgroup Members $ 106,297
BT-Workgroup Essentials.1 BiL Member&9 Workgroup Members $ 113,584
BT-Workgroup Essentials.1 BiL Member&10 Workgroup Members $ 120,860
EJTERPRSE IT LEADERS(BTL)WOWGROUP-FREVBNAL ONLY
BTLWork rou -1 BiL Member and 3 work group members $ 65,239
BTLWork rou -1 BiL Member and 4 work group members $ 70,965
BTLWork rou -1 BiL Member and 5 work group members $ 76,680
BTLWork rou -1 BiL Member and 6 work group members $ 82,406
BTLWork rou -1 BiL Member and 7 work group members $ 88,121
BTLWork rou -1 BiL Member and 8 work group members $ 93,846
BTLWork rou -1 BiL Member and 9 work group members $ 99,561
BTLWorkrou -1 BiL Member and 10 workgroup members $ 105,297
GARTNER FOR ITA=ATE3***
Gartner for ITAssociates 100 documents* $ 18,634
Gartner for ITAssociates 200 documents $ 36,643
Gartner for ITAssociates 300 documents $ 55,798
Gartner for ITAssociates 400 documents $ 74,327
Gartner for ITAssociates 500 documents $ 92,961
Gartner for ITAssociates 500+documents Contact Sales Rap
*Checkwith aIesrepresentativefor availability
**purchasing terms and conditions apply
GARTNER FOR TECHNICAL ONALS
GTPDepartment Advisor $ 94,648
GTPIDepartment Reference $ 63,792
GTP9v1 BAdvisor for Agency with lessthan 4,000 Employees-UMIT®AVAILABIUiY**** $ 50,384
GTP9v1 B Reference for Agency with lessthan 4,000 Employees-UMIiIDAVAILABIUiY**** $ 33,520
Gartner for Technical Ranner Add-onto GTPIDepartment $ 94,648
Gartner for Technical Ranner Add-onto GTPcMB $ 50,384
**Purchasing terms and conditions apply
**check with ales representative for availability.Purchasing termsand conditions apply
ITNBNSand IN9GHTS
IT News and Ins hts-per seat $ 541
STRATB;ICADVI SDRYSERVIC23 S4
S4SWorldwide O ient-I nternal Use of Anal yst Tme $ 13,429
S4SWorldwide O ient-Remote Advi sory Engagement $ 6,767
S4SWorldwide O ient-External aki ng Engagement $ 21,757
EVENTS
2013 rnposium Ticket $ 3,118
2013 ihemed SAmmit Ticket $ 2,056
NCN-PRORT HIGHER®I NSnTU11CNSCNLY
Higher Education-Core Research Campus Level Reference<4,999 FfE $ 19,883
Higher Education-Core Research Campus Level Reference 5,000-9,999 FFE $ 39,662
Higher Education-Core Research Campus Level Reference 10,000-24,999 FTE $ 59,649
Hi her Education-Core Research Campus Level Reference 25,000+FTE $ 79,428
Higher Education-Core Research Campus Level Reference-Communit Colleges CNLY $ 19,883
Higher Education-Gartner for Technical Professional Advisor Campus*** $ 50,384
Higher Education-Gartner for Technical Professional Reference Campus— $ 33,520
**Purchasing terms and conditions apply
Vice President $ 607
3anior Director $ 565
Director $ 509
Associate Director $ 437
S.Consultant $ 350
Consultant $ 257
Associate Consultant $ 180
1 The rates indicated are a"not-to-exceed"price.%pplier may fill in additional labor descriptions.
I,
$ 515 $ 4,122
$ 475 $ 3,789
$ 442 $ 3,539
$ 375 $ 2,998
$ 302 $ 2,415
$ 219 $ 1,749
$ 156 $ 1,249
RFP 2012-08
VIRM
(�f
va,�Fm�u onn�mr�.��.Mn r„tm�muc�ao�n�ma M,
Information Technology Services
Contract
between
The Virginia Information Technologies Agency
on behalf of
The Commonwealth of Virginia
and
Gartner, Inc.
VITA Contract VA-120501-GARG Page 1 of 21
RFP 2012-08
INFORMATION TECHNOLOGY SERVICES CONTRACT
TABLE OF CONTENTS
1. PURPOSE AND SCOPE 4
2. DEFINITIONS 4
A. Acceptance 4
B. Agent 4
C. Authorized Users 4
D. Confidential Information 4
E. Deliverable 4
F. Party 4
G. Requirements 4
H. Service 4
I. Statement of Work(SOW) 5
J. Supplier 5
K. Work Product 5
3. TERM AND TERMINATION 5
A. Contract Term 5
B. Termination for Convenience 5
C. Termination for Breach or Default 5
D. Termination for Non-Appropriation of Funds 6
E. Effect of Termination 6
F. Transition of Services 6
G. Contract Kick-Off Meeting 6
H. Contract Closeout 6
4. SERVICES 7
A. Nature of Services and Engagement 7
B. Statement of Work(SOW) 7
C. Change Orders 7
D. Acceptance 7
E. Cure Period 8
5. RIGHTS TO WORK PRODUCT 8
A. Work Product 8
6. SUPPLIER PERSONNEL 9
A. Selection and Management of Supplier Personnel 9
B. Supplier Personnel Supervision 9
C. Key Personnel 9
D. Subcontractors 10
7. GENERAL WARRANTY 10
A. Ownership 10
B. Supplier's Viability 10
C. Supplier's Past Experience 10
D. Performance 10
E. Malicious Code 10
F. Limited Warranty Period and Remedy 10
8. TRAINING AND DOCUMENTATION 11
9. ORDERS AND COMPENSATION 11
A. Request for Quote 11
B. Order 11
C. Purchase Price and Price Protection 12
D. Invoice Procedures 12
E. Purchase Payment Terms 12
F. Reimbursement of Expenses 13
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10.REPORTING 13
11.STEERING COMMITTEE 13
12.COMPETITIVE PRICING 14
13.CONFIDENTIALITY 14
A. Treatment and Protection 14
B. Exclusions 14
C. Return or Destruction 14
D. Confidentiality Statement 15
14.INDEMNIFICATION AND LIABILITY 15
A. Indemnification 15
B. Liability 15
15.INSURANCE 16
16.SECURITY COMPLIANCE 16
17.IMPORT/EXPORT 17
18.GENERAL PROVISIONS 17
A. Relationship Between VITA and Authorized User and Supplier 17
B. Incorporated Contractual Provisions 17
C. Compliance with the Federal Lobbying Act 17
D. Governing Law 17
E. Dispute Resolution 18
F. Advertising and Use of Proprietary Marks 18
G. Notices 18
H. No Waiver 18
I. Assignment 19
J. Captions 19
K. Severability 19
L. Survival 19
M. Force Majeure 19
N. Remedies 19
O. Right to Audit 19
P. Offers of Employment 20
Q. Contract Administration 20
R. Entire Contract 20
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INFORMATION TECHNOLOGY SERVICES CONTRACT
THIS INFORMATION TECHNOLOGY SERVICES CONTRACT("Contract')is entered into by and
between the Virginia Information Technologies Agency(VITA)pursuant to§2.2-2012 of the Code of
Virginia and on behalf of the Commonwealth of Virginia(hereinafter referred to as"VITA"),and Gartner,
Inc.("Supplier"),a corporation headquartered at 56 Top Gallant Road,Stamford,CT 06904 to be effective
as of May 1,2012("Effective Date").
1. PURPOSE AND SCOPE
This Contract sets forth the terms and conditions under which Supplier shall provide Information
Technology Research and Advisory services("Services")to the Authorized Users.
2. DEFINITIONS
A. Acceptance
Successful performance of the Services at the location designated in the applicable Statement of
Work,or completed and successful Acceptance testing in conformance with the Requirements as
determined by the Authorized User in the applicable Statement of Work.
B. Agent
Any third party independent agent of any Authorized User.
C. Authorized Users
All public bodies,including VITA,as defined by§2.2-4301 and referenced by§2.2-4304 of the
Code of Virginia.
D. Confidential Information
Any confidential or proprietary information of a Party that is disclosed in any manner,including
oral or written,graphic,machine readable or other tangible form,to any other Party in connection
with or as a result of discussions related to this Contract or any order or SOW issued hereunder,
and which at the time of disclosure either(i)is marked as being"Confidential'or"Proprietary",(ii)
is otherwise reasonably identifiable as the confidential or proprietary information of the disclosing
Party,or(iii)under the circumstances of disclosure should reasonably be considered as
confidential or proprietary information of the disclosing Party.
E. Deliverable
The tangible embodiment of the Services,including the development or creation of Work Product,
performed or provided by Supplier as identified in the applicable Statement of Work.
F. Party
Supplier,VITA,or any Authorized User.
G. Requirements
The functional,performance,operational,compatibility,Acceptance testing criteria and other
parameters and characteristics of the Service(s)and Deliverables as set forth in Exhibit A and the
applicable Statement of Work and such other parameters,characteristics,or performance
standards that may be agreed upon in writing by the Parties.
H. Service
Any work performed or service provided,including provision to the Authorized User of any
Deliverable,by Supplier under this Contract.Service includes the discovery,creation,or
development of Work Product,if any.
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I. Statement of Work(SOW)
Any document in substantially the form of Exhibit B describing the deliverables,due dates,
assignment duration and payment obligations for a specific project,engagement,or assignment
for which Supplier shall be providing Services to an Authorized User),which,upon signing by
both Parties,shall be deemed a part of this Contract.
J. Supplier
Means the Supplier and any of its Affiliates(i.e.,an entity that controls,is controlled by,or is
under common control with Supplier).
K. Work Product
Inventions,combinations,machines,methods,formulae,techniques,processes,improvements,
software designs,computer programs,strategies,specific computer-related know-how,data and
original works of authorship(collectively,the"Work Product")discovered,created,or developed
by Supplier,orjointly by Supplier and an Authorized User(s)in the performance of this Contract.
Work Product shall not include configuration of software.
3. TERM AND TERMINATION
A. Contract Term
This Contract is effective and legally binding as of the Effective Date and,unless terminated as
provided for in this section,shall continue to be effective and legally binding for a period of two(2)
years.VITA,in its sole discretion,may extend this Contract for up to three(3)additional one(1)
year periods after the expiration of the initial two(2)year period. VITA will issue a written
notification to the Supplier stating the extension period,not less than thirty(30)days prior to the
expiration of any current term.Performance of an order or SOW issued during the term of this
Contract may survive the expiration of the term of this Contract,in which case all terms and
conditions required for the operation of such order or SOW shall remain in full force and effect
until Services pursuant to such order or SOW have met the final Acceptance criteria of the
applicable Authorized User.
B. Termination for Convenience
VITA may terminate this Contract,in whole or in part,or any order or SOW issued hereunder,in
whole or in part,or an Authorized User may terminate an order or SOW,in whole or in part,upon
not less than thirty(30)days prior written notice at any time for any reason.
C. Termination for Breach or Default
VITA shall have the right to terminate this Contract,in whole or in part,or any order or SOW
issued hereunder,in whole or in part,or an Authorized User may terminate an order or SOW,in
whole or in part,for breach and/or default of Supplier.Supplier shall be deemed in breach and/or
default in the event that Supplier fails to meet any material obligation set forth in this Contract or
in any order or SOW issued hereunder.
If VITA deems the Supplier to be in breach and/or default,VITA shall provide Supplier with notice
of breach and/or default and allow Supplier fifteen(15)days to cure the breach and/or default. If
Supplier fails to cure the breach as noted,VITA may immediately terminate this Contract or any
order or SOW issued hereunder,in whole or in part.If an Authorized User deems the Supplier to
be in breach and/or default of an order or SOW,such Authorized User shall provide Supplier with
notice of breach and/or default and allow Supplier fifteen(15)days to cure the breach and/or
default.If Supplier fails to cure the breach and/or default as noted,such Authorized User may
immediately terminate its order or SOW,in whole or in part.Any such termination shall be
deemed a Termination for Breach or a Termination for Default.In addition,if Supplier is found by
a court of competent jurisdiction to be in violation of or to have violated 31 USC 1352 or if
Supplier becomes a party excluded from Federal Procurement and Nonprocurement Programs,
VITA may immediately terminate this Contract,in whole or in part,for breach.VITA shall provide
written notice to Supplier of such termination and Supplier shall provide written notice to VITA if
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Supplier is charged with violation of 31 USC 1352 or if federal debarment proceedings are
instituted against Supplier.
D. Termination for Non-Appropriation of Funds
All payment obligations under this Contract are subject to the availability of legislative
appropriations at the federal,state,or local level,for this purpose.In the event of non-
appropriation of funds,irrespective of the source of funds,for the items under this Contract,VITA
may terminate any order or SOW,in whole or in part,or an Authorized User may terminate its
order or SOW,in whole or in part,for those goods or services for which funds have not been
appropriated.Written notice will be provided to the Supplier as soon as possible after legislative
action is completed.
E. Effect of Termination
Upon termination,neither the Commonwealth,nor VITA,nor any Authorized User shall have any
future liability except for Deliverables accepted by the Authorized User or Services rendered by
Supplier and accepted by the Authorized User prior to the termination date.
In the event of a Termination for Breach or Termination for Default,Supplier shall accept return of
any Deliverable that was not accepted by the Authorized User(s),and Supplier shall refund any
monies paid by any Authorized User for such Deliverable,and all costs of de-installation and
return of Deliverables shall be borne by Supplier.
F. Transition of Services
Prior to or upon expiration or termination of this Contract and at the request of VITA,Supplier
shall provide all assistance as VITA or an Authorized User may reasonably require to transition
Services to any other supplier with whom VITA or such Authorized User contracts for provision of
services identical or similar to the Services provided by Supplier pursuant to this Contract.This
obligation may extend beyond expiration or termination of the Contract for a period not to exceed
six(6)months.In the event of a termination for breach and/or default of Supplier,Supplier shall
provide such assistance at no charge or fee to VITA or any Authorized User,otherwise,Supplier
shall provide such assistance at the hourly rate or a charge agreed upon by Supplier and VITA or
an Authorized User.
G. Contract Kick-Off Meeting
Within 30 days of Contract award,Supplier may be required to attend a contract orientation
meeting,along with the VITA contract manager/administrator,the VITA and/or other CoVa
Agency project manager(s)or authorized representative(s),technical leads,VITA representatives
for SWaM and Sales/IFA reporting,as applicable,and any other significant stakeholders who
have a part in the successful performance of this Contract.The purpose of this meeting will be to
review all contractual obligations for both parties,all administrative and reporting requirements,
and to discuss any other relationship,responsibility,communication and performance criteria set
forth in the Contract. The Supplier may be required to have its assigned account manager as
specified in Section 6.0 and a representative from its contracts department in attendance. The
time and location of this meeting will be coordinated with Supplier and other meeting participants
by the VITA contract manager.
H. Contract Closeout
Prior to the contract's expiration date,Supplier may be provided contract close out documentation
and shall complete,sign and return to VITA Supply Chain Management within 30 days of receipt.
This documentation may include,but not be limited to: Patent/Royalty Certificate,Tangible
Property/Asset Certificate,Escrow Certificate,SWaM Reports Completion Certificate,Sales
Reports/IFA Payments Completion Certificate,and Final Payment Certificate. Supplier is
required to process these as requested to ensure completion of close-out administration and to
maintain a positive performance reputation with the Commonwealth of Virginia.Any closeout
documentation not received within 30 days of Supplier's receipt of our request will be
documented in the contract file as Supplier non-compliance.Supplier's non-compliance may
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affect any pending payments due the Supplier,including final payment,until the documentation is
returned.
4. SERVICES
A. Nature of Services and Engagement
This Contract is optional use and non-exclusive and all Authorized Users may,at their sole
discretion,receive benefits from third party suppliers of services similar to,or in competition with,
services provided by Supplier.
By operation of this Contract,any SOW resulting in a commitment of any individual employee or
contractor of Supplier,whether employed by Supplier or a contractor or subcontractor of Supplier,
for more than one thousand(1,000)hours of work during any six(6)month period or of any such
individual employee or contractor for more than eight(8)months in any twelve(12)month period
shall be voidable by VITA,in its sole discretion.If an SOW is voided by VITA,such SOW shall no
longer be binding on either Party and all obligations with respect to such SOW shall expire.
B. Statement of Work(SOW)
All Services shall be performed at the times and locations set forth in the applicable SOW and at
the rates set forth in Exhibit D herein.Unless VITA issues a written authorization for a time and
materials type SOW,any SOW shall be of a fixed price type but may,with the written approval of
VITA,contain a cost-reimbursable line item(s)for pre-approved travel expenses. For time and
materials type SOWs,Supplier personnel shall maintain daily time records of hours and tasks
performed,which shall be submitted or made available for inspection by the Authorized User
upon forty-eight(48)hours advance written notice.
C. Change Orders
All changes to the Services to be provided pursuant to any given SOW must be described in a
written change request(template provided as Exhibit C,which includes any appropriate
adjustments to the SOW. Either Party to an SOW may issue a change request that will be
subject to written approval of the other Party before it becomes part of this Contract.In no event
shall any SOW or any modification thereto require the Supplier to perform any work beyond the
scope of this Contract as such scope is defined in Exhibit A hereto.
D. Acceptance
Service(s)shall be deemed accepted when the Authorized User determines that such Service(s)
meets the Requirements set forth in the applicable SOW.If applicable,Supplier shall be
responsible for ensuring that any individual Deliverable functions properly with any other
Deliverable provided pursuant to the SOW.Should a previously Accepted Deliverable require
further modification in order to work properly with any other Deliverable,Supplier shall be
responsible for all costs associated with such modification.
Authorized User shall commence Acceptance testing within five(5)days,or within such other
period as set forth in the applicable SOW,after receipt of the Service. Acceptance testing will be
no longer than five(5)days,or such longer period as may be agreed in writing between
Authorized User and Supplier,for each Deliverable or for the first instance of each Service type
set forth in Exhibit B.Supplier agrees to provide to the Authorized User such assistance and
advice as the Authorized User may reasonably require,at no additional cost,during such
Acceptance testing.Authorized User shall provide to Supplier written notice of Acceptance upon
completion of installation and successful Acceptance testing.Should Authorized User fail to
provide Supplier written notice of successful or unsuccessful Acceptance testing within five(5)
days following the Acceptance testing period,the Service shall be deemed Accepted.
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E. Cure Period
Supplier shall correct any non-conformities identified during Acceptance testing and re-submit
such non-conforming Service for re-testing within seven(7)days of the appropriate Authorized
User's written notice of non-conformance,or as otherwise agreed between such Authorized User
and Supplier in the applicable SOW. Should Supplier fail to cure the non-conformity or deliver a
Service which meets the Requirements,the Authorized User may,in its sole discretion:(i)reject
the Service in its entirety,and any Service rendered unusable due to the non-conforming Service,
and recover amounts previously paid hereunder for all such Services,(ii)issue a"partial
Acceptance"of the Service with an equitable adjustment in the price to account for such
deficiency;or(iii)conditionally accept the applicable Service while reserving its right to revoke
Acceptance if timely correction is not forthcoming. Failure of a Service to meet,in all material
respects,the Requirements after the second set of acceptance tests may constitute a default by
Supplier.In the event of such default,the Authorized User may,at its sole discretion,terminate its
order or SOW,in whole or in part,for the Services to be provided thereunder by Supplier.
5. RIGHTS TO WORK PRODUCT
If Authorized User is a state agency,board,commission,or other quasi-political entity of the
Commonwealth of Virginia or other body referenced in Title 2.2 of the Code of Virginia,any
license to pre-existing work shall be held by,and all rights in,title to,and ownership of Work
Product shall vest with the Commonwealth.If Authorized User is a locality,municipality,school,
school system,college,university,local board,local commission,or local quasi-political entity,
any license to pre-existing work shall be held by,and all rights in,title to,and ownership of Work
Product shall vest with that public body.
A. Work Product
Supplier grants to an Authorized User ownership of any consulting deliverable originally
created and submitted to an Authorized User. Supplier shall retain sole and exclusive
ownership of all Supplier tools, methodologies, questionnaires, responses, and proprietary
research and data generated in the course of performing the consulting services,together with
all intellectual property rights therein(collectively,the"Gartner Materials").Supplier grants to
an Authorized User a perpetual, non-exclusive, royalty-free license to use and to disclose
during the course of its internal business any Gartner Materials embodied in a Deliverables,
subject to the limitations set forth below.
Nothing contained in this Agreement shall preclude the Supplier from rendering services to
others or developing work products that are competitive with,or functionally comparable to,
the consulting services performed.The Supplier shall not be restricted in its use of ideas,
concepts,know-how,data and techniques acquired or learned in the course of performing the
consulting services,provided that the Supplier shall not use or disclose any of an Authorized
User's confidential information,as defined below.
With respect to any benchmarking Services performed by the Supplier, Authorized User
acknowledges that(i)the contents of the Benchmarking Report(as defined in the applicable
Statement of Work)and other Deliverables are based upon information which is proprietary to
the Supplier and contained in the Supplier's proprietary database, (ii)the contents of the
database belong to the Supplier solely,(iii)Authorized User's data will become part of the
database, (iv)The Supplier will code any presentation of the Authorized User's data to
preserve Authorized User's anonymity,and(v)the database will be used by the Supplier in
future consulting and benchmarking engagements.
B. Research and Advisory Services
Supplier owns and retains all rights to the Services not expressly granted to an Authorized User.
Only the individuals named in this SA(each a"Licensed User")may access the Services. Each
Authorized User will be issued a unique password,which may not be shared. Authorized User
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agrees to review and comply with the Usage Guidelines for Gartner Services("Guidelines"),
which are accessible to all Licensed Users via the"Policies"section of gartner.com. Among other
things,these Guidelines describe how an Authorized User may substitute Licensed Users,
excerpt from and/or share Gartner research documents within the Authorized User's organization,
and quote or excerpt from the Services externally.
THE SERVICES ARE PROVIDED ON AN"AS IS"BASIS,AND SUPPLIER EXPRESSLY
DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,
INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR AS TO ACCURACY,COMPLETENESS OR ADEQUACY OF
INFORMATION.AUTHORIZED USER RECOGNIZES THE UNCERTAINTIES INHERENT IN
ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES,
AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN
INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A
RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. SUPPLIER SHALL NOT BE
LIABLE FOR ANY ACTIONS OR DECISIONS THAT AN AUTHORIZED USER MAY TAKE
BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN.
AUTHORIZED USER UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH
RESPECT TO THE USE OF THE SERVICES
C. Consulting Services
This Agreement is for the benefit of the parties only.None of the provisions of this Agreement are
for the benefit of,or enforceable by,any third party.It is the intention of the Supplier and the
Authorized User that no third party shall have the right to(i)rely on the consulting services
provided by the Supplier or(ii)seek to impose liability on the Supplier as a result of the consulting
services or any Deliverables furnished to the Authorized User.
6. SUPPLIER PERSONNEL
A. Selection and Management of Supplier Personnel
Supplier shall take such steps as may be necessary to ensure that all Supplier personnel
performing Services under this Contract are competent and knowledgeable of the contractual
arrangements and the applicable SOW between Authorized User and Supplier. Supplier shall be
solely responsible for the conduct of its employees,agents,and subcontractors,including all acts
and omissions of such employees,agents,and subcontractors,and shall ensure that such
employees and subcontractors comply with the appropriate Authorized User's site security,
information security and personnel conduct rules,as well as applicable federal,state and local
laws,including export regulations. Authorized User reserves the right to require the immediate
removal from such Authorized User's premises of any employee,subcontractor or agent of
Supplier whom such Authorized User believes has failed to comply or whose conduct or behavior
is unacceptable or unprofessional or results in a security or safety breach.
B. Supplier Personnel Supervision
Supplier acknowledges that Supplier,or any of its agents,contractors,or subcontractors,is and
shall be the employer of Supplier personnel,and shall have sole responsibility to supervise,
counsel,discipline,review,evaluate,set the pay rates of and terminate the employment of
Supplier personnel.
C. Key Personnel
An SOW may designate certain of Supplier's personnel as Key Personnel or Project Managers.
Supplier's obligations with respect to Key Personnel and Project Managers shall be described in
the applicable SOW.Failure of Supplier to perform in accordance with such obligations may be
deemed a default of this Contract or of the applicable SOW.
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D. Subcontractors
Supplier shall not use subcontractors to perform the Services unless specifically authorized in
writing to do so by the Authorized User.If an order or SOW issued pursuant to this Contract is
supported in whole or in part with federal funds,Supplier shall not subcontract any Services
pursuant to such order or SOW to any subcontractor that is a party excluded from Federal
Procurement and Nonprocurement Programs.In no event shall Supplier subcontract any
Services to any subcontractor which is debarred by the Commonwealth of Virginia or which owes
back taxes to the Commonwealth and has not made arrangements with the Commonwealth for
payment of such back taxes.
7. GENERAL WARRANTY
With respect to the Services provided by Supplier,Supplier represents and warrants the
following:
A. Ownership
Supplier has the right to provide the Services,including Deliverables,without violating or
infringing any law,rule,regulation,copyright,patent,trade secret or other proprietary right of any
third party.
B. Supplier's Viability
Supplier warrants that it has the financial capacity to perform and continue to perform its
obligations under this Contract,that Supplier has no constructive or actual knowledge of an actual
or potential legal proceeding being brought against Supplier that could materially adversely affect
performance of this Contract;and that entering into this Contract is not prohibited by any contract,
or order by any court of competent jurisdiction.
C. Supplier's Past Experience
Supplier warrants that the Services have been successfully performed for a non-related third-
party without significant problems due to the Services or Supplier.
D. Performance
i). All Services shall be performed with care,skill and diligence,consistent with or above
applicable professional standards currently recognized in its profession,and Supplier shall be
responsible for the professional quality,technical accuracy,completeness and coordination of
all plans,information,specifications,Deliverables and Services furnished under this Contract,
i i). Services pursuant to a particular Request for Proposal("RFP"),quote,or Request for Quote
(RFQ),and any associated Deliverables shall be fit for the particular purposes specified by
VITA in the RFP and in this Contract and,if applicable,by the Authorized User requesting
such quote or issuing such RFQ,and Supplier is possessed of superior knowledge with
respect to the Services and Deliverables and is aware that all Authorized Users are relying on
Supplier's skill and judgment in providing the Services and Deliverables;
iii). The documentation which Supplier is required to provide under this Contract shall be
sufficient in detail and content to allow a user to understand and fully utilize the Deliverables
without reference to any other materials or information.
E. Malicious Code
Supplier has used its best efforts through quality assurance procedures to ensure that there are
no computer viruses or undocumented features in any of the media or means used to deliver the
Services.Supplier has used the best available means to scan any media on which Deliverables
are provided to the Authorized User.
F. Limited Warranty Period and Remedy
During the warranty period of thirty(30)days,or as specified in the applicable SOW,Supplier
warrants that the Services shall meet or exceed the Requirements. Supplier shall correct,at no
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additional cost to any Authorized User,all errors identified during the warranty period that result in
a failure of the Services to meet the Requirements. If Supplier is unable to make the
Service/Deliverable conform,in all material respects,to the Requirements within ten(10)days
following written notification by an Authorized User,Supplier shall,at such Authorized User's
request,accept return of such Deliverable and any other related Deliverable(s)rendered
unusable,and return all monies paid by such Authorized User for the non-conforming Services
and Deliverable and such other related Deliverable(s)rendered unusable.
THE OBLIGATIONS OF SUPPLIER UNDER THIS GENERAL WARRANTY SECTION ARE
MATERIAL. SUPPLIER MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY CONCERNING MERCHANTABILITY OR FITNESS
FOR ANY OTHER PARTICULAR PURPOSE.
8. TRAINING AND DOCUMENTATION
Any training or documentation necessary for an Authorized User to have full benefit of the Service
shall be deemed included in the scope of the applicable SOW unless expressly excluded.
9. ORDERS AND COMPENSATION
A. Request for Quote
Authorized Users of this Contract,depending on the complexity of services required and/or each
supplier's available resources,have the option to select one or more suppliers to provide IT
research&advisory services.In addition,an Authorized User may determine that a competitive
process is required to ensure it receives the best value.In either or both of such circumstances,
the Authorized User may,at its sole discretion,use a Request for Quote(RFQ)process to obtain
services identical or similar to those provided by Supplier pursuant to this Contract.
Supplier shall respond to the RFQ by providing a quote,including an estimated total price,and,if
requested by the Authorized User,a proposal and documentation of the qualifications of the
individual(s)proposed for providing services to the Authorized User.In no event shall Supplier's
quote exceed Supplier's Contract pricing.Should Supplier be unable to respond to the RFQ due,
for example,to resource constraints,Supplier shall notify Authorized User in writing of its inability
to perform the work requested by such Authorized User,and provide the reasons for such
inability to perform,prior to the due date for the submission of quotes in response to the RFQ.
Supplier's repeated failure to provide a quote in response to an RFQ may be grounds for
termination of this Contract.
B. Order
Supplier is required to accept any order placed by an Authorized User through the eVA electronic
procurement website portal(hllE://www.eva.vi[giWggov). eVA is the Commonwealth of
Virginia's e-procurement system. State agencies,as defined in§2.2-2006 of the Code of Virginia,
shall order through eVA. All other Authorized Users are encouraged to order through eVA,but
may order through the following means:
i). Purchase Order(PO):An official PO form issued by an Authorized User.
ii). Any other order/payment charge or credit card process,such as AMEX,MASTERCARD,or
VISA under contract for use by an Authorized User.
This ordering authority is limited to issuing orders for the Services available under this Contract.
Under no circumstances shall any Authorized User have the authority to modify this Contract.An
order from an Authorized User may contain additional terms and conditions,however,to the
extent that the terms and conditions of the Authorized User's order are inconsistent with the terms
and conditions of this Contract,the terms of this Contract shall supersede.
Notwithstanding the foregoing,Supplier shall not accept any order from an Authorized User if
such order is to be funded,in whole or in part,by federal funds and if,at the time the order is
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placed,Supplier is not eligible to be the recipient of federal funds as may be noted on any of the
Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs.
ALL CONTRACTUAL OBLIGATIONS UNDER THIS CONTRACT IN CONNECTION WITH AN
ORDER PLACED BY ANY AUTHORIZED USER ARE THE SOLE OBLIGATION OF SUCH
AUTHORIZED USER AND NOT THE RESPONSIBILITY OF VITA UNLESS SUCH
AUTHORIZED USER IS VITA.
C. Purchase Price and Price Protection
For all Supplier Research and Advisory services(i.e.fixed price products)Supplier's offers shall
be based on and consistent with the then current GSA Group 70 IT schedule prices to be
supplemented(as required)by any mandatory VITA uplifts,
For all Supplier Consulting services(i.e.Deliverable provided via the hourly rate structure)
Supplier's offers shall be based upon and in accordance with the"then current'GSA Group 70 IT
schedule prices to be supplemented as required by any mandatory VITA uplifts,
In cases where GSA schedule 70 IT pricing is not available pricing will be based upon and
consistent with Supplier's next best pricing level(i.e.Supplier's State&Local Government(SLG)
pricing structure,
Supplier reserves the right to refresh its pricing and product offerings on an annual basis
consistent with the prices listed in the Gartner GSA Group 70 IT schedule price list. The
refreshed Pricing and Product offering will be provided to VITA in January of each new calendar
year and applicable to any renewal of existing services or initiation of new services.
D. Invoice Procedures
For an order with a period of performance not expected to exceed one(1)month,Supplier shall
remit each invoice to the"bill-to"address provided with the order promptly after all Deliverables or
Services have been accepted and in accordance with the milestone payment schedule,if any,in
the applicable order.For a time and materials type SOW with a period of performance expected
to exceed one(1)month,Supplier shall submit invoices to the ordering Authorized User monthly
in arrears,unless otherwise specified in such SOW.For a fixed price type SOW,Supplier shall
invoice in accordance with the milestone payment schedule,if any,in the applicable SOW;if such
SOW does not include a milestone payment schedule,Supplier shall invoice after all Deliverables
or Services have been accepted by the ordering Authorized User. No invoice shall include any
costs other than those identified in the executed order or SOW,which costs shall be in
accordance with Exhibit D.Without limiting the foregoing,all shipping costs are the Supplier's
responsibility except to the extent such charges are identified in Exhibit D,or as noted in any
executed order or SOW referencing this Contract. Any cost reimbursable work performed or
expenses incurred by Supplier prior to the effective date of the order shall not be billed to or
reimbursed by the Authorized User. Invoices issued by the Supplier shall identify at a minimum:
i). Deliverable or Service type,or project milestone,and description
i i). Quantity,charge and extended pricing for each Deliverable and/or Service item or milestone,
or,for a time and materials type order or SOW,the name(s)of the assigned employee(s),the
hourly rate(s),and the number of hours worked,
iii). Applicable order date or SOW date
iv).This Contract number and the applicable order number
v). Supplier's Federal Employer Identification Number(FEIN).
Any terms included on Supplier's invoice shall have no force or effect and will in no way bind
VITA or any Authorized User.
E. Purchase Payment Terms
Supplier is responsible for the accuracy of its billing information. Supplier agrees not to issue
invoices hereunder until Services have been performed or milestones have met Acceptance
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criteria. Charges for Services accepted more than ninety(90)days prior to receipt of a valid
invoice may not be paid,except in accordance with a milestone payment schedule.Should
Supplier repeatedly over bill Authorized User,Authorized User may assess a one percent(1%)
charge for the amount over billed for each month that such over billing continues.
If there are any disputed items,the appropriate Authorized User shall pay all undisputed charges
and promptly notify Supplier in writing of any disputed amount. Supplier shall thereupon review
its records,and,if it does not concur with such Authorized User,provide such Authorized User
with documentation to support the charge.If such charges remain in dispute,such dispute shall
be resolved in accordance with the Dispute Resolution section of this Contract.In the absence of
the Supplier's written evidence identifying the merit of the disputed amounts,Authorized User
may not pay the disputed amounts and may consider the matter concerning the specific identified
amounts closed.All payment terms are net 30 days after Acceptance.
F. Reimbursement of Expenses
If allowable pursuant to an Authorized User's SOW,such Authorized User shall pay,or reimburse
Supplier,for all reasonable and actual travel-related expenses for greater than thirty(30)miles
from portal to portal incurred by Supplier during the relevant period,provided,however,that such
Authorized User shall only be liable to pay for Supplier's travel-related expenses,including
transportation,meals,lodging and incidental expenses,that have been authorized by such
Authorized User in advance and which will be reimbursable by such Authorized User at the then-
current per diem amounts as published by the Virginia Department of Accounts
(htto://www doa.virainia.gov/,or a successor URL(s)).
All reimbursed expenses will be billed to the Authorized User on a pass-through basis without any
markup by Supplier.At Authorized User's request,Supplier shall provide copies of receipts for all
travel expenses over US$30.00.
10.REPORTING
Supplier is required to submit to VITA the following monthly reports.
0 Report of Sales,and
0 Small Business Subcontracting Report
These reports must be submitted using the instructions found atthe following URL:
http://www.vita.virainia.gov/scm/default.aspx?id=97
Failure to comply with all reporting requirements may result in default of the Contract.
Suppliers are encouraged to review the site periodically for updates on Supplier reporting.
11.STEERING COMMITTEE
In order to facilitate mutually beneficial contractual relationships with suppliers,VITA has
procedures for establishing a steering committee("Steering Committee"),consisting of senior
management personnel,including personnel involved in the contractual relationship,from VITA
and Supplier.
Roles of the Steering Committee include but are not limited to a)identifying potential issues which
may arise during the performance of a contract,b)discussing and assigning roles and
responsibilities,c)establishing methods for quickly resolving potential disputes,d)setting rules
for communication and decision making,e)monitoring and measuring the business relationship
between the parties,and f)acting as a final decision board for escalated problems.
A meeting of the Steering Committee is intended to be a forum for brainstorming and sharing
ideas,emphasizing respect,cooperation,and access,with the end goal of developing
relationships to avoid conflict.A facilitator may,but is not required to,conduct a meeting of the
Steering Committee.
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A Steering Committee for this Contract will be formed at VITA's option.Meetings may be held at
any time during the Contract term,should VITA,at its sole discretion,determine that a meeting(s)
would be beneficial to the contractual relationship,and Supplier agrees to participate in such
meeting(s).In addition,Supplier may at any time submit a written request to VITA for a meeting of
the Steering Committee,which VITA will not unreasonably deny.
Supplier shall ensure the availability of the appropriate personnel to meet with the VITA contract
managementteam.Additional Steering Committee meetings involving representatives from VITA,
the Supplier,and an Authorized User may be required prior to or during performance on any
specific Statement of Work issued pursuant to this Contract.
12.COMPETITIVE PRICING
Supplier agrees to provide pricing to VITA that is consistent with the pricing it provides to the United
States General Service Administration via the GSA Group 70 IT schedule. In those instance where a
service is offered to VITA that is not contained on the GSA Group 70 IT schedule the item will be
offered at and consistent with Supplier next best pricing level.
13.CONFIDENTIALITY
A. Treatment and Protection
Each Party shall(i)hold in strict confidence all Confidential Information of any other Party,(ii)use
the Confidential Information solely to perform or to exercise its rights under this Contract,and(iii)
not transfer,display,convey or otherwise disclose or make available all or any part of such
Confidential Information to any third-party. However,an Authorized User may disclose the
Confidential Information as delivered by Supplier to subcontractors,contractors or agents of such
Authorized User that are bound by non-disclosure contracts with such Authorized User. Each
Party shall take the same measures to protect against the disclosure or use of the Confidential
Information as it takes to protect its own proprietary or confidential information(but in no event
shall such measures be less than reasonable care).
B. Exclusions
The term"Confidential Information"shall not include information that is:
i). in the public domain through no fault of the receiving Party or of any other person or entity
that is similarly contractually or otherwise obligated,
i i). obtained independently from a third-party without an obligation of confidentiality to the
disclosing Party and without breach of this Contract,
iii). developed independently by the receiving Party without reference to the Confidential
Information of the other Party,or
iv). required to be disclosed under The Virginia Freedom of Information Act(§§2.2-3700 et seq.
of the Code of Virginia)or similar laws or pursuant to a court order.
C. Return or Destruction
Upon the termination or expiration of this Contract or upon the earlier request of the disclosing
Authorized User,Supplier shall(i)at its own expense,(a)promptly return to the disclosing
Authorized User all tangible Confidential Information(and all copies thereof except the record
required by law)of the disclosing Authorized User,or(b)upon written request from the disclosing
Authorized User,destroy such Confidential Information and provide the disclosing Authorized
User with written certification of such destruction,and(ii)cease all further use of the Authorized
User's Confidential Information,whether in tangible or intangible form.
VITA orthe Authorized User shall retain and dispose of Supplier's Confidential Information in
accordance with the Commonwealth of Virginia's records retention policies or,if Authorized User
is not subject to such policies,in accordance with such Authorized User's own records retention
policies.
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D. Confidentiality Statement
All Supplier personnel,contractors,agents,and subcontractors performing Services pursuantto
this Contract shall be required to sign a confidentiality statement or non-disclosure agreement.
Any violation of such statement or agreement shall be shall be deemed a breach of this Contract
and may result in termination of the Contract or any order or SOW issued hereunder.
14.INDEMNIFICATION AND LIABILITY
A. Indemnification
Supplier agrees to indemnify,defend and hold harmless the Commonwealth,VITA,any
Authorized User,their officers,directors,agents and employees(collectively,"Commonwealth's
Indemnified Parties")from and against any and all losses,damages,claims,demands,
proceedings,suits and actions,including any related liabilities,obligations,losses,damages,
assessments,fines,penalties(whether criminal or civil),judgments,settlements,expenses
(including attorneys'and accountants'fees and disbursements)and costs(each,a"Claim"and
collectively,"Claims"),incurred by,borne by or asserted against any of Commonwealth's
Indemnified Parties to the extent such Claims in any way relate to,arise out of or result from.(i)
any intentional or willful conduct or negligence of any employee,agent,or subcontractor of
Supplier,(ii)any act or omission of any employee,agent,or subcontractor of Supplier,(iii)breach
of any representation,warranty or covenant of Supplier contained herein,(iv)any defect in the
Deliverables or the Services,or(v)any actual or alleged infringement or misappropriation of any
third party's intellectual property rights by any of the Deliverables or Services. Selection and
approval of counsel and approval of any settlement shall be accomplished in accordance with all
applicable laws,rules and regulations. For state agencies the applicable laws include§§2.2-510
and 2.2-514 of the Code of Virainia. In all cases the selection and approval of counsel and
approval of any settlement shall be satisfactory to the Commonwealth.
In the event that a Claim is commenced against any of Commonwealth's Indemnified Parties
alleging that use of any Deliverable or that the provision of Services under this Contract infringes
any third party's intellectual property rights and Supplier is of the opinion that the allegations in
such Claim in whole or in part are not covered by this indemnification provision,Supplier shall
immediately notify VITA and the affected Authorized User(s)in writing,via certified mail,
specifying to what extent Supplier believes it is obligated to defend and indemnify under the terms
and conditions of this Contract.Supplier shall in such event protect the interests of the
Commonwealth's Indemnified Parties and secure a continuance to permit VITA and the affected
Authorized User(s)to appear and defend their interests in cooperation with Supplier as is
appropriate,including any jurisdictional defenses VITA or the affected Authorized User(s)may
have.
In the event of a Claim pursuant to any actual or alleged infringement or misappropriation of any
third party's intellectual property rights by any of the Services or Deliverables,and in addition to
all other obligations of Supplier in this Section,Supplier shall at its expense,either(a)procure for
all Authorized Users the right to continue use of such infringing Services or Deliverables;or(b)
replace or modify such infringing Services or Deliverables with non-infringing deliverables or
services satisfactory to VITA. And in addition,Supplier shall provide any Authorized User with
comparable temporary replacement deliverables and services,or reimburse VITA or any
Authorized User for the reasonable costs incurred by VITA or such Authorized User in obtaining
alternative deliverables and services in the event such Authorized User cannot use the affected
Deliverable or benefit from the affected Services.If Supplier cannot accomplish any of the
foregoing within a reasonable time and at commercially reasonable rates,then Supplier shall
accept the return of the infringing Services or Deliverables,along with any other Services or
Deliverables rendered unusable by any Authorized User as a result of the infringing Services or
Deliverables,and refund the price paid to Supplier for such Services and Deliverables.
B. Liability
Supplier's liability to the Commonwealth under this Contract for breach of this Contract's
confidentiality,security,or indemnification provisions shall be limited to two(2)times the annual
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value of this Contract. The same limitation on the Supplier's liability to the Commonwealth under
this Contract shall apply to any other breach of this Contract by Supplier,if the breach arises from
any intentional,willful,or negligent act or omission of any employee,agent,or subcontractor of
Supplier or if the damages are based on bodily injury,death,or damage to real property or
tangible personal property.The limitation shall apply on a per-incident basis,it being understood
that multiple losses stemming from the same root cause constitute a single incident.
Supplier's liability to any authorized user under this Contract for breach of this Contract's
confidentiality,security,or indemnification provisions shall be limited to two(2)times the value of
the Order with authorized user under which such breach took place.
EXCEPT FOR CLAIMS COVERED BYTHE ABOVE DOLLAR LIMITATION,NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT,INCIDENTAL,CONSEQUENTIAL
OR PUNITIVE DAMAGES UNDER THIS CONTRACT,INCLUDING(WITHOUT LIMITATION)
LOSS OF PROFIT,INCOME OR SAVINGS,EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
15.INSURANCE
In addition to the insurance coverage required by law as specified in the URL identified in the
Incorporated Contractual Provisions section of this Contract,Supplier shall carry errors and
omissions insurance coverage in the amount of$1,000,000 per occurrence.
16.SECURITY COMPLIANCE
Supplier agrees to comply with all provisions of the then-current Commonwealth of Virginia
security procedures,published by the Virginia Information Technologies Agency(VITA)and
which may be found at(http://www.vita.virginia.gov/library/default.aspx?id=537#securityPSGs)or
a successor URL(s),as are pertinent to Supplier's operation.Supplier further agrees to comply
with all provisions of the relevant Authorized User's then-current security procedures as are
pertinent to Supplier's operation and which have been supplied to Supplier by such Authorized
User.Supplier shall also comply with all applicable federal,state and local laws and regulations.
For any individual Authorized User location,security procedures may include but not be limited to:
background checks,records verification,photographing,and fingerprinting of Supplier's
employees or agents.Supplier may,at any time,be required to execute and complete,for each
individual Supplier employee or agent,additional forms which may include non-disclosure
agreements to be signed by Supplier's employees or agents acknowledging that all Authorized
User information with which such employees and agents come into contact while at the
Authorized User site is confidential and proprietary.Any unauthorized release of proprietary or
Personal information by the Supplier or an employee or agent of Supplier shall constitute a
breach of its obligations under this Section and the Contract.
Supplier shall immediately notify VITA and Authorized User,if applicable,of any Breach of
Unencrypted and Unredacted Personal Information,as those terms are defined in Virginia Code
18.2-186.6,and other personal identifying information,such as insurance data or date of birth,
provided by VITA or Authorized User to Supplier.Supplier shall provide VITA the opportunity to
participate in the investigation of the Breach and to exercise control over reporting the
unauthorized disclosure,to the extent permitted by law.
Supplier shall indemnify,defend,and hold the Commonwealth,VITA,the Authorized User,their
officers,directors,employees and agents harmless from and against any and all fines,penalties
(whether criminal or civil),judgments,damages and assessments,including reasonable
expenses suffered by,accrued against,or charged to or recoverable from the Commonwealth,
VITA,the Authorized User,their officers,directors,agents or employees,on account of the failure
of Supplier to perform its obligations pursuant this Section.
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17.IMPORT/EXPORT
In addition to compliance by Supplier with all export laws and regulations,VITA requires that any
data deemed"restricted"or"sensitive"by either federal or state authorities,must only be
collected,developed,analyzed,or otherwise used or obtained by persons or entities working
within the boundaries of the United States.
18.GENERAL PROVISIONS
A. Relationship Between VITA and Authorized User and Supplier
Supplier has no authority to contract for VITA or any Authorized User or in any way to bind,to
commit VITA or any Authorized User to any agreement of any kind,or to assume any liabilities of
any nature in the name of or on behalf of VITA or any Authorized User. Under no circumstances
shall Supplier,or any of its employees,hold itself out as or be considered an agent or an
employee of VITA or any Authorized User,and neither VITA nor any Authorized User shall have
any duty to provide or maintain any insurance or other employee benefits on behalf of Supplier or
its employees. Supplier represents and warrants that it is an independent contractor for purposes
of federal,state and local employment taxes and agrees that neither VITA nor any Authorized
User is responsible to collect or withhold any federal,state or local employment taxes,including,
but not limited to,income tax withholding and social security contributions,for Supplier. Any and
all taxes,interest or penalties,including,but not limited to,any federal,state or local withholding
or employment taxes,imposed,assessed or levied as a result of this Contract shall be paid or
withheld by Supplier or,if assessed against and paid by VITA or any Authorized User,shall be
reimbursed by Supplier upon demand by VITA or such Authorized User.
B. Incorporated Contractual Provisions
The then-current contractual provisions at the following URL are mandatory contractual
provisions,required by law or by VITA,and that are hereby incorporated by reference:
htt .//www.vita.vir inia. ov/u IoadedFiles/SCM/Statutoril MandatedTsandCs. df
The contractual claims provision§2.2-4363 of the Code of Virginia and the required eVA
provisions at hftp:/Amww.vita.virainia.gov/uploadedFiles/SCM/eVATsandCs.pdf are also
incorporated by reference.
The then-current contractual provisions at the following URL are required contractual provisions,
required by law or by VITA,that apply to all orders placed under this Contract that are partially or
wholly funded by the American Recovery and Reinvestment Act of 2009(ARRA)and are hereby
incorporated by reference:
hltE://www.vita.virginia._qqy/uploadedFiles/SCM/ARRA Ts Cs Rev3. df
The the n-curre nt terms and conditions in documents posted to the aforereferenced URLs are
subject to change pursuant to action by the legislature of the Commonwealth of Virginia,change
in VITA policy,or the adoption of revised eVA business requirements.If a change is made to the
terms and conditions,a new effective date will be noted in the document title.Supplier is advised
to check the URLs periodically.
C. Compliance with the Federal Lobbying Act
Supplier's signed certification of compliance with 31 USC 1352(entitled"Limitation on use of
appropriated funds to influence certain Federal Contracting and financial transactions")or by the
regulations issued from time to time thereunder(together,the"Lobbying Act")is incorporated as
Exhibit E hereto.
D. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia without regard to that body of law controlling choice of law. Any and
all litigation shall be brought in the circuit courts of the Commonwealth of Virginia. The English
language version of this Contract prevails when interpreting this Contract. The United Nations
Convention on Contracts for the International Sale of Goods and all other laws and international
VITA Contract VA-120501-GARG Page 17 of 21
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treaties or conventions relating to the sale of goods are expressly disclaimed. UCITA shall apply
to this Contract only to the extent required by§59.1-501.15 of the Code of Virginia.
E. Dispute Resolution
In accordance with§2.2-4363 of the Code of Virginia,Contractual claims,whether for money or
other relief,shall be submitted in writing to the public body from whom the relief is sought no later
than sixty(60)days after final payment,however,written notice of the Supplier's intention to file
such claim must be given to such public body at the time of the occurrence or beginning of the
work upon which the claim is based. Pendency of claims shall not delay payment of amounts
agreed due in the final payment. The relevant public body shall render a final decision in writing
within thirty(30)days after its receipt of the Supplier's written claim.
The Supplier may not invoke any available administrative procedure under§2.2-4365 of the Code
of Virginia nor institute legal action prior to receipt of the decision of the relevant public body on
the claim,unless that public body fails to render its decision within thirty(30)days. The decision
of the relevant public body shall be final and conclusive unless the Supplier,within six(6)months
of the date of the final decision on the claim,invokes appropriate action under§2.2-4364,Code of
Virginia or the administrative procedure authorized by§2.2-4365,Code of Virginia.
Upon request from the public body from whom the relief is sought,Supplier agrees to submit any
and all contractual disputes arising from this Contract to such public body's alternative dispute
resolution(ADR)procedures,if any. Supplier may invoke such public body's ADR procedures at
any time and concurrently with any other statutory remedies prescribed by the Code of Virginia.
In the event of any breach by a public body,Supplier's remedies shall be limited to claims for
damages and Prompt Payment Act interest and,if available and warranted,equitable relief,all
such claims to be processed pursuant to this Section. In no event shall Supplier's remedies
include the right to terminate any license or support services hereunder.
F. Advertising and Use of Proprietary Marks
Supplier shall not use the name of VITA or any Authorized User's name or refer to VITA or any
Authorized User,directly or indirectly,in any press release or formal advertisement without
receiving prior written consent of VITA or such Authorized User. In no event may Supplier use a
proprietary mark of VITA or an Authorized User without receiving the prior written consent of VITA
or the Authorized User.
G. Notices
Any notice required or permitted to be given under this Contract shall be in writing and shall be
deemed to have been sufficiently given if delivered in person,or if deposited in the U.S.mails,
postage prepaid,for mailing by registered,certified mail,or overnight courier service addressed
to:
i). To VITA and to Supplier,if Supplier is incorporated in the Commonwealth of Virginia,to the
addresses shown on the signature page.
i i). To Supplier,if Supplier is incorporated outside the Commonwealth of Virginia,to the
Registered Agent registered with the Virginia State Corporation Commission.
Pursuant to Title13.1 of the Code of Virginia,VITA or Supplier may change its address for notice
purposes by giving the other notice of such change in accordance with this Section.
Administrative contract renewals,modifications or non-claim related notices are excluded from
the above requirement.Such written and/or executed contract administration actions may be
processed by the assigned VITA and Supplier points of contact for this Contract and may be
given in person,via U.S.mail,courier service or electronically
H. No Waiver
Any failure to enforce any terms of this Contract shall not constitute a waiver.
VITA Contract VA-120501-GARG Page 18 of 21
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I. Assignment
This Contract shall be binding upon and shall inure to the benefit of the permitted successors and
assigns of VITA and Supplier. Supplier may not assign,subcontract,delegate or otherwise
convey this Contract,or any of its rights and obligations hereunder,to any entity without the prior
written consent of VITA,and any such attempted assignment or subcontracting without consent
shall be void. VITA may assign this Contract to any entity,so long as the assignee agrees in
writing to be bound by the all the terms and conditions of this Contract.
If any law limits the right of VITA or Supplier to prohibit assignment or nonconsensual
assignments,the effective date of the assignment shall be thirty(30)days after the Supplier gives
VITA prompt written notice of the assignment,signed by authorized representatives of both the
Supplier and the assignee. Any payments made prior to receipt of such notification shall not be
covered by this assignment.
J. Captions
The captions are for convenience and in no way define,limit or enlarge the scope of this Contract
or any of its Sections.
K. Severability
Invalidity of any term of this Contract,in whole or in part,shall not affect the validity of any other
term.VITA and Supplier further agree that in the event such provision is an essential part of this
Contract,they shall immediately begin negotiations for a suitable replacement provision.
L. Survival
The provisions of this Contract regarding License,Rights To Work Products,Warranty,
Confidentiality,Liability and Indemnification,and the General Provisions shall survive the
expiration or termination of this Contract.
M. Force Majeure
No Party shall be responsible for failure to meet its obligations under this Contract if the failure
arises from causes beyond the control and without the fault or negligence of the non-performing
Party. If any performance date under this Contract is postponed or extended pursuant to this
section for longer than thirty(30)calendar days,VITA,by written notice given during the
postponement or extension,may terminate Supplier's rightto renderfurther performance after the
effective date of termination without liability for that termination,and in addition an Authorized
User may terminate any order or SOW affected by such postponement or delay.
N. Remedies
The remedies set forth in this Contract are intended to be cumulative. In addition to any specific
remedy,VITA and all Authorized Users reserve any and all other remedies that may be available
at law or in equity.
O. Right to Audit
VITA reserves the right to audit those Supplier records that relate to the Services rendered or the
amounts due Supplier for such Services under this Contract. VITA's right to audit shall be limited
as follows:
i). Three(3)years from Service performance date,
i i). Performed at Supplier's premises,during normal business hours at mutually agreed upon
times,and
iii). Excludes access to Supplier cost information.
The Supplier shall not have the right to audit,or require to have audited,VITA or any Authorized
User.
VITA Contract VA-120501-GARG Page 19 of 21
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P. Offers of Employment
During the first twelve(12)months of the Contract,should Supplier hire an employee of an
Authorized User who has substantially worked on any project covered by this Contract without
prior written consent,the Supplier shall be billed for fifty percent(50%)of the employee's annual
salary in effect at the time of termination.
Q. Contract Administration
Supplier agrees that at all times during the term of this Contract an account executive,at
Supplier's senior management level,shall be assigned and available to VITA. Supplier reserves
the right to change such account executive upon reasonable advance written notice to VITA.
R. Entire Contract
The following Exhibits,including all subparts thereof,are attached to this Contract and are made
a part of this Contract for all purposes:
i). ExhibitA Service Requirements
i i). Exhibit B Statement of Work(SOW)Template
iii). Exhibit C Change Order Template
iv). Exhibit D Service Fees
v). Exhibit E Certification Regarding Lobbying
vi). Exhibit F License Agreement Addendum
This Contract,its Exhibits,and any prior non-disclosure agreement constitute the entire
agreement between VITA and Supplier and supersede any and all previous representations,
understandings,discussions or agreements between VITA and Supplier as to the subject matter
hereof. Any and all terms and conditions contained in,incorporated into,or referenced by the
Supplier's Proposal shall be deemed invalid.The provisions of the Virginia Department of
General Services,Division of Purchases and Supply Vendor's Manual shall not apply to this
Contract or any order or SOW issued hereunder.This Contract may only be amended by an
instrument in writing signed by VITA and Supplier. In the event of a conflict,the following order of
precedence shall apply:this Contract document,Exhibit A,any individual SOW,Exhibit D.
Any modification to an SOW that extends the period of performance beyond one(1)year or
increases the value of such SOW above US$100,000 shall,absent the prior written approval of
VITA,be voidable by VITA,in its sole discretion.If an SOW is voided by VITA,such SOW shall
no longer be binding on either Party and all obligations with respect to such SOW shall expire.
An Authorized User and Supplier may enter into an ordering agreement pursuant to this Contract.
To the extent that such ordering agreement,or any order or SOW issued hereunder,include any
terms and conditions inconsistent with the terms and conditions of this Contract,such terms and
conditions shall be of no force and effect.
VITA and Supplier each acknowledge that it has had the opportunity to review this Contract and
to obtain appropriate legal review if it so chose.
Executed as of the last date set forth below by the undersigned authorized representatives of VITA and
Supplier.
VITA Contract VA-120501-GARG Page 20 of 21
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Contract No.VA-120501-GARG,Exhibit B
EXHIBIT B STATEMENT OF WORK(SOW)TEMPLATE
BETWEEN(NAME OF AUTHORIZED USER)AND GARTNER,INC
ISSUED UNDER
CONTRACT NUMBER VA-120501-GARG
BETWEEN
VIRGINIA INFORMATION TECHNOLOGIES AGENCY
AND
GARTNER,INC
Exhibit B,between(Name of Aaencv/Institution)and Gartner.Inc("Supplier")is hereby incorporated into
and made an integral part of Contract Number VA-120501-GARG("Contract')between the Virginia
Information Technologies Agency("VITA")on behalf of the Commonwealth of Virginia(and[Supplier.
In the event of any discrepancy between this Exhibit Band the Contract,the provisions of the Contract
shall control.
[Note to,Template(ysers:instructions fdr using this template to'drafts Statement of Work are in gray,,,
highlight and itatios;These instructions should be deleted after the approphate texthas been added to
the Statement of Work.Contractual language is not itallleized and should remain In the 06tu lent Text
thatis highlighted in blue is variable based on the nature dithe project.)
STATEMENT OF WORK
This Statement of Work(SOW)is issued by the(Name of Agency/Institution), hereinafter referred to as
"Authorized User"under the provisions of the Contract,".The objective of the project described in this
SOW is for the Supplier to provide the Authorized User with a Solution("Solution")or Services
("Services)"or Software("Software)or Hardware and Maintenance or Licensed Application Services"for
Authorized User Project Name.(Customize the lastsentence to state what you are getting from the
Supplier,based on the ViTA Contract language,and With your project name.)
1. PERIOD OF PERFORMANCE
The work authorized in this SOW will occur within XX(XX)months of execution of this Statement of
Work.This includes delivery,installation,implementation,integration,testing and acceptance all of
products and services necessary to implement the Authorized User's Solution,training,and any
support,other than on-going maintenance services.The period of performance for maintenance
services shall be one(1)year after implementation or end of Warranty Period and may be extended
for additional one(1)year periods pursuant to and unless otherwise specified In the Contract.
(Customize this,section to match what you are getting from the;�uppiler,based on the allowable
scope ofthe,VITA Contractpnd your projdefs,specitic,needs within thatallowable scope;)
2. PLACE OF PERFORMANCE
(Assign performance locations to major milestones prany,otherprojectgrennlarity,,depending on
your transparency and governance neads,ifneeded.)
Tasks associated with this project will be performed at the Authorized User's location(s)in City/State,
at Supplier's location(s)in City/State,or other locations as required by the effort.
3. PROJECT DEFINITIONS
Provide project unique definitions so that all stakehgldara have the same understanding.iEnsure
these do not convict with the Contract definition)a
All definitions of the Contract shall apply to and take precedence over this SOW.Authorized Users
specific project definitions are listed below.
EXHIBIT B-SOW TEMPLATE.DOCX Page 1 of 11
Contract No.VA-120501-GARG,Exhibit B
4. PROJECTSCOPE
(Provide a description ofthe scope of yourprojectendcarve out what is NOT In the scope of your
project.Aememberthatit mustfitwithinithe VI7A Contractscope)
A. General Description of the Project Scope
B. Project Boundaries
5. AUTHORIZED USER'S SPECIFIC REQUIREMENTS
(Provide information about your projects and your agency's specific,requiiements for this particular,
projectincluding,but not limited to the following subsections)
A. Authorized User-Specific Requirements
B. Special Considerations for Implementing Technology at Authorized User's Location(s)
C. Other Project Characteristics to Insure Success
6. CURRENT SITUATION
(Provide enough background Information to clearly state the current situation to Supplier:so that
Supplier cannot come back during performance claiming any unknowns orsurprises.some example
subsections are provided below,You may collapse/expand as you feel is necessary to provide
adequate information and detail.)
A. Background of Authorized User's Business Situation
B. Current Architecture and Operating System
C. Current Work Flow/Business Flow and Processes
D. Current Legacy Systems
E. Current System Dependencies
F. Current Infrastructure(Limitations,Restrictions)
G. Usage/Audience Information
7. PRODUCTS AND SERVICES TO SUPPORT THE PROJECT REQUIREMENTS(AND/OR
SOLUTION)
A. Required Products(or Solution Components)
(List the products,prif yourproject is for a Solution,the Solution components,(hardware,software,
etc.)provided by supplier that will be used to support yourprojeptrequirements Identify any special
configuration requirements,,and describe,the system infrastructure to be provided by the Authorized
User.Provide an overview thatrefiects how the system will be doployed within the Authorized User's
environment You are urged to refer to the VITA Contract for allowablo scope and otherguidance in
drafting language for this section.)
B. Required Services
(List the services(eg,requirements development Solution design,configuration,interface design;
data conversion,installation,implementation,testing,training,risk assessment,performance
assessment,support and maim nancef that will be provided by Supplier in the performance of your
proiect.You are urged to refer to the V17A Contractfor the definition of Services and for the allowable
scope in drafting language for this section,You will notice subsections"C"and'D" below offer areas
for expanded detail on training,support and maintenance services.You may add other subsections in
which you wish to expand the/nformationFdetails/requirements far other service areas as well.his
likely some of tl is defall will be a combination ofyoUr known needs and the Suppliers proposal,In alli
cases the provisions shouidinclude all negotiated commitments bybolfipertles,even if you reference
by Incorporation the supplier's proposal In any subsection.)
EXHIBIT B-SOW TEMPLATE.DOCX Page 2of 11
Contract No.VA-120501-GARG,Exhibit B
C. Training Requirements and/or Authorized User Self-Sufficiency/Knowledge Transfer
(Provide an overview and details of training services to be provided for yopr project end any special
requirements for specific knowledge transfer to support successtuf Unplementatkrn of the Solution.if
the intent is for the Authorized User to become seff-sufficient in operating or maintaining the Solution,'
determine the type oftrainirg necessary„and develop a training plan,for such user self-sufficiency,
Describe how the Supplier will complete knowledge transferin the event this Statement of Work is not
completed due to actions of,Supplier or non-appmprietldn of funds for completion affecting the
Authorized User,You may refer to the VITA Contract forguidance,on the allowable scope for this.
D. Support and Maintenance Requirements
(Document the level ofsupport as available underthe Contract,required by your project to operate
and maintain the Solution.This may include conversion support;;legacy system integration,transition
assistance Solution maintenance(including maintenance level),,orother specialized consulting to
facilitate defivery.or use of the Solution,
E. Personnel Requirements
(Provide any supplier personnel qualifications,requirements,Iicenses;certifications or restrictions
including project manager,ley personnel,subcontractors,etc„but ensure they,do not conflict with
theViTA Contract terms,)
F. Transition Phase-In/Phase-Out Requirements
(Describe any specific requirements for orientation o!phasing in andlorphasing outoftne project with
the Supplier Be specific on what the project needs and expected results are,the duration and other
pertinent detail,but ensure they do not confiictwlth the ViTA Bontractprowsidn(sf regarding
Transition of Services or with anyathor training requirements in the$O W j
8. TOTAL PROJECT PRICE
The total Fixed Price for this Project shall not exceed$US XXX.
Supplier's invoices shall show retainage of ten percent(10%).Following completion of Solution
implementation,Supplier shall submit a final invoice to the Authorized User,for the final milestone
payment amount shown in the table in section 9 below,plus the total amount retained by the
Authorized User.If travel expenses are not included in the fixed price of the Solution,such expenses
shall be reimbursed in accordance with Commonwealth of Virginia travel policies as published by the
Virginia Department of Accounts(httD://www.doa.virginia.aov). In order to be reimbursed for travel
expenses,Supplier must submit an estimate of such expenses to Authorized User for approval prior
to incurring such expenses.
(Sections 9 through 11 should be used or deleted depending on the project's complexity,;risk and
need for governance,For a simple projectyou moy only need the section 10 table,but for a more
complex project,or a major;IT project,you mayneed a combination of or all'ofthe tables for check
and balance and redundancy)
9. PROJECT DELIVERABLES
(Provide a list of S uppller's deliverable expectations:The'table is to be customized for the Authorized
User's protect;You maywant to categorize defiverables for each phase or major milestone ofthe
on jactend then categorize other interim defiverable's andlor performance and status reports under
one ofthem or under an Administrative or Project Managementsection.)
The following deliverables are to be provided by Supplier under this SOW.Subsequent sections may
include further detail on the content requirements for some deliverables.
No. Title Due Data Format I Distribution Review Final Due
Required(i.e., Recipients Complete Date
electronic/hard
EXHIBIT B-SOW TEMPLATE.DOCX Page 3of 11
Contract No.VA-120501-GARG,Exhibit B
copy/CD/DVD Due Date
Project Plan
Design Plan
Implementation Plan
Data Conversion Plan
Risk Assessment Plan
Test Plan
Training Plan
Performance Plan
Contingency Plan
Disaster Recovery Plan
Cutover Plan
Change Management
Plan
Transition Plan
Monthly Status Reports
Quarterly Performance
/SLA Reports
Training Manual
Final Solution
Submission Letter
Final Acceptance Letter
10.MILESTONES,DELIVERABLES,PAYMENT SCHEDULE,AND HOLDBACKS
(This table should jncludethe projects milestone evente'assoclated delivefables,when flue,
milestone payments,any retainage amount to be held until final aecaptance and the net payment y0V
promise to pay toreach completed and accepted milestone event This tablie includes sample date
only,and must be dUatdmfzed for yofir pro/ectneeds)
The following table identifies milestone events and deliverables,the associated schedule,any
associated payments,any retainage amounts,and net payments.
Milestone Associated Schedule Payment Retai nage Net Payment
Event Milestone
Deliverable(s)
Project kick-off --- Execution+5 --- --- ---
meeting days
Site survey Site survey Execution+10 --- --- ---
report days
Requirements Design Plan Execution+45 $30,000 $15,000 $15,000
Analysis& days
Development
Project Plan Execution+45
days
Implementation I Execution+45
EXHIBIT B-SOW TEMPLATE.DOCX Page 4 of 11
Contract No.VA-120501-GARG,Exhibit B
Plan days
Begin Execution+60
Implementation days
Data Conversion Execution+90 $10,000 $3,000 $7,000
&Mapping days
Installation of --- Execution+90 $10,000 $1,000 $9,000
software days
Installation of --- Execution+90 $10,000 $1,000 $9,000
hardware days
Configuration --- Execution+120 --- --- ---
and testing days
Training Training manual Execution+130 $10,000 $1,000 $9,000
days
30-Day User --- Execution+160 $20,000 $2,000 $18,000
Acceptance days
Testing
Implementation Solution Execution+160 $10,000 -- $10,000
complete days
Final Execution+210 -- -- $23,000
Acceptance days
11.EVENTS AND TASKS FOR EACH MILESTONE
(Ifnecded,provides table of detailed project events and tasks to be accomplished to deliver the,
regolred milestones and deliverables for the complete Solution.Reference each wltbthe'relevant
milestone A Work Breakdown Structure can be used as shown in the table below or at the very tease
a Project Plan should have this granularity The Sup'pliar's proposal should be tailored to the level of
detail desired bythe Authorized User's business ownerlprojectmanager for projectgovemancej
The following table identifies project milestone events and deliverables in a Work Breakdown
Structure format.
WEIS No. Milestone Milestone Event Milestone Task Interim Task Duration
Deliverables
1.0 Site survey
1.1 Conduct
interviews
1,1,1 Schedule None 20 days after
interviews contract start
1.1.2 Complete Interview Results 25 days after
interviews Report contract start
1.2 Receive AU
information
12.ACCEPTANCE CRITERIA
(This section should reflect the mutua try agreed upon UAT and Acceptance Criteria apectflc to this
engagament Please read the VITA contract definitions for the definitions or'Requirements and
Acceptance,Ensure the language in this section does not conflict With the VITA Contract language,]
Acceptance Criteria for this Solution will be based on a User Acceptance Test(UAT)designed by
Supplier and accepted by the Authorized User.The UAT will ensure that all of the requirements and
functionality required for the Solution have been successfully delivered.Supplier will provide the
Authorized User with a detailed test plan and acceptance check list based on the mutually agreed
upon UAT Plan.This UAT Plan check-list is incorporated into this SOW in Exhibit B-X.
EXHIBIT B-SOW TEMPLATE.DOCX Page 5of 11
Contract No.VA-120501-GARG,Exhibit B
Each deliverable created under this Statement of Work will be delivered to the Authorized User with a
Deliverable Acceptance Receipt.This receipt will describe the deliverable and provide the Authorized
User's Project Manager with space to indicate if the deliverable is accepted,rejected,or conditionally
accepted. Conditionally Accepted deliverables will contain a list of deficiencies that need to be
corrected in order for the deliverable to be accepted by the Project Manager.The Project Manager
will have ten(10)days from receipt of the deliverable to provide Supplier with the signed Acceptance
Receipt unless an alternative schedule is mutually agreed to between Supplier and the Authorized
User in advance.
13.PROJECT ASSUMPTIONS AND PROJECT ROLES AND RESPONSIBILITIES
(This section contains areas to address project assumptions by both the Supplier and the Authorize
User and to assign project-specific roles andrespbrtsibilities between the parties,Make sure that all
assumptions are included to alleviate surprise$during the prc*t.Ensure that all primary and
secondary(as needed)roles and reapoiisibilifies are included You will teitorthe Respomslt ility Metrix
table below to fix your projects,needs)
A. Project Assumptions
The following assumptions are specific to this project:
B. Project Roles and Responsibilities
The following roles and responsibilities have been defined for this project:
(Sample Responsibility Matrix)
Responsibility Matrix Supplier Authorized
User
Infrastructure—Preparing the system infrastructure that meets the J
recommended configuration defined in Section 2B herein
Server Hardware J
Server Operating J
Server Network Connectivity J
Relational Database Management Software(Installation and J
Implementation)
Server Modules—Installation and Implementation J
PC Workstations—Hardware,Operating System,Network Connectivity J
PC Workstations—Client Software J
Application Installation on PC Workstations J
Wireless Network Access Points J
Cabling,Electric and User Network Connectivity from Access Points J
Wireless Mobile Computing Products—Scanners,printers J
Project Planning and Management J J
Requirements Analysis J J
Application Design and Implementation J
Product Installation,Implementation and Testing J
Conversion Support J
Conversion Support--Subject Matter Expertise J
Documentation J
Training J
Product Maintenance and Support J
EXHIBIT B-SOW TEMPLATE.DOCX Page 6of 11
Contract No.VA-120501-GARG,Exhibit B
Problem Tracking J J
Troubleshooting—IT Infrastructure J
Troubleshooting—Solution J
14.COMMONWEALTH AND SUPPLIER-FURNISHED MATERIALS,EQUIPMENT,FACILITIES AND
PROPERTY
(in this section,provide details nfany materials,equipment,facilities andproperty to be provided by
yourbgency or the Suppiferm performance of this project,ifnone,so'state so that the requirements
are clear.Ifdeliyery nfany ofthese is critical to the schedule,yore may want to identify such delivery
with hard due dates tied to`.,business days after project stat or`!days after;event/milestone.' Be sure
to spaoify,the delivery and point of contact information.)
A. PROVIDED BY THE COMMONWEALTH
B. PROVIDED BY THE SUPPLIER
15.SECURITY REQUIREMENTS
(Provide(crrefaranca as anAttachmantl Authorized User's security requirements,)
For any individual Authorized User location,security procedures may include but not be limited to:
background checks,records verification,photographing,and fingerprinting of Supplier's employees or
agents.Supplier may,at any time,be required to execute and complete,for each individual Supplier
employee or agent,additional forms which may include non-disclosure agreements to be signed by
Supplier's employees or agents acknowledging that all Authorized User information with which such
employees and agents come into contact while at the Authorized User site is confidential and
proprietary.Any unauthorized release of proprietary information by the Supplier or an employee or
agent of Supplier shall constitute a breach of the Contract.
Supplier shall comply with all requirements in the Security Compliance section of the Contract
16.REQUIRED STANDARDS,CERTIFICATIONS AND SPECIFICATIONS
In addition to any standards and specifications included in the Contract,Supplier shall follow the
standards and specifications listed below during performance of this effort.
(Liat any spe6inc Commonw ealtb,ViM,Federal,engineering,trade/industryorprofessional
standards,cartiticatiops and specifications that Supplieris requiredto follow orpbssess in performing
thiswork.The first builet'indludes a link to COVA-required standards for all Commonwealth
techriblogy projects.The rest are examples only and highlighted to reflect this,If you need an
exception of any COVA-req viradstandard,please follow the process located at this link:
hit Juuwvir,uitevir info, ou/ovaisi htdefa ltas x?r"d=14344andselect the Data StandardsOWsnco
bulleted Ink'YourAITR can assist yd(r;
0 COV ITRM Policies and Standards:http./Amww.vita.virginia._qoy/librar/default.ga x?id=537
® IEEE 8020
HIPAA
0 SAS 70 Type 11
17.U.S.ENVIRONMENTAL PROTECTION AGENCY'S AND DEPARTMENT OF ENERGY'S ENERGY
STAR GUIDELINESRISK MANAGEMENT
(Risk is a function of the probability of an event ocourring and the impact ofhee negative'effects if it
does dccut.Negative effects include schedule delay,'increased casts.,failure of dependent legacy„
system interoperabillty,other projectdependancies thetdon'tallgn with this projectsschedu(a;and
poor quality of daliuerablas Depending on the level of risk ofthis protect,as assessed by yoGr Protect
EXHIBIT B-SOW TEMPLATE.DOCX Page 7of 11
Contract No.VA-120501-GARG,Exhibit B
Manager Steering C4mmftee,this section may contain any or all ofthe following components'
ate level of detail commensurate with the level ofrisk,Remember to add them to the Deliverattes
table)
C. Initial Risk Assessment
Authorized User and Supplier shall each provide an initial assessment from their point of view.
D. Risk Management Strategy
(The list below is taken from ViTA PM0 itemplate discussing what should go into a Risk Management
Strategy.DantforgeEto consider and plan for any budget contingencies to accommodate potential
risks that ere identified-)
1. Risk Identification Process:The processes for risk identification.
2. Risk Evaluation and Prioritization: How risks are evaluated and prioritized.
3. Risk Mitigation Options:Describe the risk mitigation options. They must be realistic
and available to the project team.
4. Risk Plan Maintenance:Describe how the risk plan is maintained during the project
lifecycle.
5. Risk Management Responsibilities:Identify all project team members with specific risk
management responsibilities. (e.g.,an individual responsible for updating the plan or an
individual assigned as a manager).
E. Risk Management Plan
(include a description ofirequerrcyarid form of reviews,p4ecfleam responsibilities,steering and
oversight committee responsibilities and documentan. Be sure to add all deliverables associated
with risk shategrimg and planning to the List of Deliverables)
18.DISASTER RECOVERY
Planning for disasterrecovery for yourproject is paramount to ensure continuity of service,The
criticalness and complexity of your project,including:its workflow into other dependent systems of the
Commonwealth or federal systems,will'help you determine if you require a simple contingency plan.,
ore full-blow contingency plan thatfollows,the Commonwealth's!ITRM Guideline EC54E-p6 foondat
this link.,
http:/hvww.vite:virgin/a:govfuploaded Fileslt.ibrary/G4ntiagencyPianiiingGuidelihe44 1l 2647,pdf
It is advisable that you visit the link before making your decision on how you need to address
contingency planning and related deliverables in tthi3 SO W'as We"es,how this will impact your
planned budget A likely deffuerabie for this section tiyould ke Continuity of;Operatbns flan You
mayohoose td ncluda the above linkin!your final S4 W to as
what the Plan will entail The
same link includes the following processes,which you may choose to list in your final requirements
forthis section,;tome performed by your team,the Supplier orboth and/or a steering committee it
your project warrants such Oversight and approval.
IM-Development ofthe IT components ofthe Cominulty,of Operations Plan(COOP)
D l-Development and exercise ofthe IT Disaster Recovery Plan{IT DRP)within the COOP
0 Development and exercise ofthe IT System 8ackup and Restoration Plan
19.PERFORMANCE BOND
(Ifyourpr%ct is sizeable,complex and/or critical,and the V17A Contractdoes not already provide for
a performance bond;you may went the Supplier to provide one,The VITA Contract mayinclude an
Errors and Omissions Insurance requiremenf,which would couerthe Supplier's liability for any breach
ofthe Contractor this SOW Be sure to head the Contract fi,,,this infarmation,However,if you feel
thatthis project warrants furither performance incentive due to the projector the Supplies viability,
you may include the following language in this section.)
EXHIBIT B-SOW TEMPLATE.DOCX Page 8of 11
Contract No.VA-120501-GARG,Exhibit B
The Supplier shall post performance bond in an amount equal to one hundred percent(100%)of the
total contract value and provide a copy of the bond to Authorized user within(10)days of execution of
this SOW Agreement.In the event that the Supplier or any subcontractor or any officer,director,
employee or agent of the Supplier or any subcontractor or any parent or subsidiary corporation of the
Supplier or any subcontractor fails to fully and faithfully perform each material requirement of this
SOW Agreement,including without limitation the Supplier's obligation to indemnify the Authorized
User,the performance bond shall be forfeited to Authorized User.The bond shall be in a form
customarily used in the technology industry and shall be written by a surety authorized to do business
in Virginia and that is acceptable to Authorized User.
20.OTHER TECHNICAL/FUNCTIONAL REQUIREMENTS
(Provide sny ot(er unique project technical and functional requirements and expectations in sufficient
detail in this section.Ensure they do not conflictWitt(existing reyuremeirits In the ViTA Contract,
Several examples are fisted')
A. Service Level Requirements
B. Mean-Time-Between-Failure Requirements
C. Data Access/Retrieval Requirements
D. Additional Warranties
21.REPORTING
(The'following are examples ofreporting requirements Which may be included In your Sant{
depending on the projects need for governance.in an effort to help WtAmenitor Supplier
performance,itis strongly recommended thatthe,SIOWinclude"Supplier Performance
Assessments",These assessments may he performed atthe Project Managers discretion and are
not mandated by VITA.)
A. Weekly/Bi-weekly Status Update.
The weekly/bi-weekly status report,to be submitted by Supplier to the Authorized User,should
include:accomplishments to date as compared to the project plan,any changes in tasks,resources
or schedule with new target dates,if necessary;all open issues or questions regarding the project,
action plan for addressing open issues or questions and potential impacts on the project,risk
management reporting.
B. Supplier Performance Self-Assessment.
Within thirty(30)days of execution of the project start,the Supplier and the Authorized User will
agree on Supplier performance self-assessment criteria.Supplier shall prepare a monthly self-
assessment to report on such criteria.Supplier shall submit its self-assessment to the Authorized
User who will have five(5)days to respond to Supplier with any comments.If the Authorized User
agrees with Supplier's self-assessment,such Authorized User will sign the self-assessment and
submit a copy to the VITA Supplier Relationship Manager.
C. Performance Auditing
(if you have included servica level requirements in the above section entiNed Other
TechnicaVPunctional Requirements,you will want to include a requirement here for your ability to
audit the results of the Supplier's fulfillment of all requirements,Likewise,you maywant to include
yourvalidatlofr audit ofthe Supplier's performance reporting under this Reporting section. Itis
Important,however,that you read the VITA contract priiorto developing this section's contentso that
conflicts are avoided'Suggested language is provided below,but must be customized for your
project)
Authorized User(or name of IV&V contractor,if there is one), will audit the results of Supplier's
service level obligations and performance requirements on a monthly/quarterly basis,within ten
(10)days of receipt of Supplier's self-assessments and service report(s).Any discrepancies will
be discussed between the Authorized User and Supplier and any necessary invoice/payment
adjustments will be made.If agreement cannot be reached,the Authorized User and Supplier will
EXHIBIT B-SOW TEMPLATE.DOCX Page 9of 11
Contract No.VA-120501-GARG,Exhibit B
escalate the matter in accordance with the Escalation provision of the Contract (Ifhohe,you may
add your escalation procedure in this section.)
D. Supplier Performance Assessments
(Yopmaywanttodevelopassersi ants of the Supplier's performance and disseminate such
assessments to other Authorized Users ofthe VITA Contract Prior to dissemination ofsuch
assessments,Supplier will have an opportunity to respond to the assessments,and independent
verification ofthe assessment may,be utilized in the case of disagreement)
22.CHANGE MANAGEMENT
{Granges to the baseline,So W must be documented for pioperproject oversight Depending on your,
project,you may need to manage and capture changes to configuration,incidents;deliverables,
schedule,price or other factors your team designates as calical,Any price changes must be done in
compliance with the Code of Virgin §2.24309.Modification ofthe contract,found at this link,
httplrlegl.statejva uslcgi-binfiegp544.axe?44d+coh+2.2-4349+566$25,Changes to the scope ofthi5
SOW must stay within the boundaries ofthe scope ofthe VITA Contract.
For complex andlor majorprojects;it is recommended that you use the ViTA PMD processes and
templates located at http lAvww.vita.virginia.govloversighVprojectsldefautt aspx?id=567i
Administrative olnon-technicallfunctional changes(deliverables schedule,pointofcontact,reporting,
etc f should extrapolate the affected sections ofthis SO W in a'fromlto hoImiat and be placed in a
numbered modification letter referencing this SOW and date,with a new effective date.The VITA
Contract may include a template for your use or you;may obtain one from the VITA Contracts Point of
Contact itis very important that changes do not conflict with,but do complywith,the VITA Contract
which takes precedence.The fallowing language maybe included in this section,but additional
language is needed to list any technicallfunctional change management areas specific to this SOW
ca,configuration,incident work flow,or any others of a technicallrunctiona/nature-)
All changes to this SOW must comply with the Contract.Price changes must comply with the Code of
Virginia,§2.2-4309.Modification of the contract,found at this link.http.//legl.state.va.us/cgi-
bin/legp504.exe?000+co h+2.2-4309+500825
All changes to this SOW shall be in written form and fully executed between the Authorized User's
and the Suppliers authorized representatives.For administrative changes,the parties agree to use
the change template,attached to this SOW.For technical/functional change management
requirements,listed below,the parties agree to follow the processes and use the templates provided
at this link:Lttg://www.vita.vir inia. oWoversi hit rojects/default.as x?id=567
23.POINT OF CONTACT
For the duration of this project,the following project managers shall serve as the points of contact for
day-to-day communication:
Authorized User.
Supplier:
EXHIBIT B-SOW TEMPLATE.DOCX Page 10 of11
Contract No.VA-120501-GARG,Exhibit B
By signing below,both parties agree to the terms of this Exhibit.
Supplier: Authorized User:
(Name of Supplier) (Name of Agency/Institution)
By: By:
(Signature) (Signature)
Name: Name:
(Print) (Print)
Title: Title:
Date: Date:
EXHIBIT B-SOW TEMPLATE.DOCX Page 11 of 11
Contract No.VA-120501-GARG,Exhibit C
Template
EXHIBIT C to Contract VA-120501-GARG
Change Order No.XX for Statement of Work XX
Between(NAME OF AGENCY/INSTITUTION)and Gartner,Inc.
Issued Under
CONTRACT NUMBER VA-120501-GARG
BETWEEN
VIRGINIA INFORMATION TECHNOLOGIES AGENCY
AND
(SUPPLIER NAME)
This Change Order No.XX hereby modifies and is made an integral part of Statement of Work XX
("SOW"),between NAME OF AGENCY/INSTITUTION("Authorized User')and Gartner.Inc.,("Supplier"),
which was issued under Contract Number VA-XXXX-XXXX ("Contract')between the Virginia Information
Technologies Agency("VITA")and Supplier,on behalf of the Commonwealth of Virginia and its
Authorized Users.
CHANGE ORDER
This is Change Order No.XX to a SOW issued by Authorized User to Supplier under which Supplier is to
provide the Authorized User with a Authorized User Project Name Solution("Solution").
The following item(s)Is/are hereby modified as follows Note:Include onlythe sections ofthe SOWthat
are being changed.Do not include sections hot'being modified,Changes should'be clearly identified as
"From"(copylpaste from current SOW section)and'To"�(fully,desdibe the change(s)to the referenced
section).Here is an zxample,using SOW section lj
1, PERIOD OF PERFORMANCE
The following otange is made to the Period of Performance,
[The duration of the Period of Performance Is increased by four(4)months]
The following Is changed With respect to,the Period of Performs rim
From:twelve(12)months of exeouton of this Statement of Work
To,sixteen(16)months ofexecution ofthis Statemenfofwork
This Change Order No.XX is issued pursuant to and,upon execution,shall become incorporated in the
SOW,which is incorporated in the Contract.In the event of conflict,the following order of precedence
shall apply:
i). The Contract,including Exhibit C
ii). Statement of Work XX,as amended by this and previous Change Orders,with the more
current Change Orders superseding older Change Orders.
The foregoing is the complete and final expression of the agreement between the parties to modify the
SOW and cannot be modified,except by a writing signed by duly authorized representatives of both
parties hereto.
EXHIBIT C-CHANGE ORDERTEMPLATE.DOCX Pagel of 2
Contract No.VA-120501-GARG,Exhibit C
ALL OTHER TERMS AND CONDITIONS OF THE REFERENCED SOW REMAIN UNCHANGED.
By signing below,the authorized parties agree to the terms of this Change Order No.XX,effective
(INSERT EFFECTIVE DATE).
Supplier Authorized User
By: By:
(Signature) (Signature)
Name: Name:
(Print) (Print)
Title: Title:
Date: Date:
EXHIBIT C-CHANGE ORDERTEMPLATE.DOCX Page 2 of 2
'Pricing for Yr 2 through Yr 5 are for illustrative purposes.
`Gartner reserves the right to refresh its pricing and product offerings on an
annual basis consistent with the prices listed in the Gartner GSA Group 70 IT
schedule price list. The refreshed Pricing and Product offering will be
provided to VITA in January of each new calendar year and applicable to any
'The pricing for each year is based on GSA or Gartner SILO Price plus an IFA
fee of 2%,eVA Vendor Supplier Transaction fee of 1%,and eVA Ordering
Agency Transaction fee of 1.1
Solutions provided are for Gartner for IT Leaders Advisor and Reference
services
Appendix C-Pricing
Mernbextf 1p aetcriptbom Yr 1 Yr 2 Yr 3 Yr 4 Yr 5
Cost Cost Cost Cost Cost
Sinale Membership One(1)user with ful14T research and advisory
services with analyst inquiry privileges,A bundled membership is currently in $ 23,849.00 $ 23,849.00 $ 23,849.00 $ 23,849.00 $ 23,849.00
place
Sinale Membershio:,One(1)user with full IT iesearch and advisory services i
wltheut inelyBfi7nquffyprivttegesSAbundiednYembershipiscurrentlyinplace. $ 13,543.00 $ 13,543.00 $ 13,543.00 $ 13,543.00 $ 13,543.00
SI nale Membershio:One(1)user with ful[IT research and'advisory
services with analy3Clnquify privileges,A bundled membership is not in $ 31,574.00 $ 31,574.00 $ 31,574.00 $ 31,574.00 $ 31,574.00
place
Sinale Membershio:,One(11 user with full IT iesearch and advisory services
wlth6ut analyst inquiryprfvileges A bundled membership is not in place, I $ 21,257.00 $ 21,257.00 $ 21,257.00 $ 21,257.00 $ 21,257.00
Bundled Membership for 812 Users'Five(3)�,users with fluff/T research and
advisory,services access:In addition,two(2)4fth6se users will hiveenalysti $ 88,327.00 $ 88,327.00 $ 88,327.00 $ 88,327.00 $ 88,327.00
inquiry privileges,
Bundled Mtembershly for 1014 leers:Ten(10),users with full,lT research ,
andadvispryservices access.In addition,four(S)67those users will have $176,654.00 $176,654.00 $176,654.00 $176,654.00 $176,654.00
analyst inquiry priviteges
Bundled Memberships for24/0 Users;Twenty(20)users withfull iT
research and advisory services access In addition,eight(8)of those users $353,308.00 $353,308.00 $353,308.00 $353,308.00 $353,308.00
Witt have analyst inquiry privileges,
*Submit all pricing data in the Excel Pricing Submittal spreadsheet
provided. Altered formats or blank data will be considered incomplete and
may be eliminated from further consideration.
'Pricing for Yr 2 through Yr 5 are for illustrative purposes.
`Gartner reserves the right to refresh its pricing and product offerings on an annual basis consistent
with the prices listed in the Gartner GSA Group 70 IT schedule price list. The refreshed Pricing and
Product offering will be provided to VITA in January of each new calendar year and applicable to any
renewal of existing services or initiation of new services.
'The pricing for each year is based on GSA or Gartner SLG Price plus an IFA fee of 2%,eVA Vendor
Supplier Transaction fee of 1%,and eVA Ordering Agency Transaction fee of 1.1
Yt1 Yr2 Yt3 Yr4 Yr5,
OthorApp,kable Services Cost Cosh, Cost Cost Gosh,
LEGACY CORE RESEARCH-Renewal ONLY
Legacy Client Core Research Advisor 1-9 seats $ 20,247 $ 20,247 $ 20,247 $ 20,247 $ 20,247
Legacy Client Core Research Advisor 10-24 seats $ 11,264 $ 11,264 $ 11,264 $ 11,264 $ 11,264
Legacy Client Core Research Advisor 25+ $ 9,598 $ 9,598 $ 9,598 $ 9,598 $ 9,598
Legacy Client Core Research Reference 1-9 seats $ 12,013 $ 12,013 $ 12,013 $ 12,013 $ 12,013
Legacy Client Core Research Reference 10-24 seats $ 8,994 $ 8,994 $ 8,9941$ 8,994 $ 8,994
Legacy Client Core Research Reference 25+ $ 6,298 $ 6,298 $ 6,298 $ 6,298 $ 6,298
Core Research Inquiry Access 5 Instances $ 6,975 $ 6,975 $ 6,975 $ 6,975 $ 6,975
Core Research Inquiry Access 10 Instances $ 13,949 $ 13,949 $ 13,949 $ 13,949 $ 13,949
CORE CONNECT
Gartner Core Connect Advisor single-member $ 28,909 $ 28,909 $ 28,909 $ 28,909 $ 28,909
Gartner Core Connect Advisor multi-member $ 21,247 $ 21,247 $ 21,247 $ 21,247 $ 21,247
Gartner Core Connect Reference single-member $ 18,603 $ 18,603 $ 18,6031$ 18,603 $ 18,603
Gartner Core Connect Reference multi-member $ 10,816 $ 10,816 $ 10,816 $ 10,816 $ 10,816
Legacy Client Core Research Advisor Conversion to Core Connect Advisor 1-9 seats $ 21,247 $ 21,247 $ 21,247 $ 21,247 $ 21,247
Legacy Client Core Research Advisor Conversion to Core Connect Advisor 10-24 seats $ 12,929 $ 12,929 $ 12,929 $ 12,929 $ 12,929
Legacy Client Core Research Advisor Conversion to Core Connect Advisor 25+seats $ 11,274 $ 11,274 $ 11,274 $ 11,274 $ 11,274
Legacy Client Core Research Reference Conversion to Core Connect Reference 1-9 seats $ 13,741 $ 13,741 $ 13,741 $ 13,741 $ 13,741
Legacy Client Core Research Reference Conversion to Core Connect Reference 10-24 seats $ 10,722 $ 10,722 $ 10,722 $ 10,7221 $ 10,722
Legacy Client Core Research Reference Conversion to Core Connect Reference 25+seats $ 7,995 $ 7,995 $ 7,995 $ 7,995 $ 7,995
GARTNER FOR IT LEADERS GITL
GITL Reference single-member $ 21,257 $ 21,257 $ 21,257 $ 21,257 $ 21,257
GITL Reference multi-member $ 13,543 $ 13,543 $ 13,543 $ 13,543 $ 13,543
GITL Advisor single-member $ 31,574 $ 31,574 $ 31,574 $ 31,574 $ 31,574
GITL Advisor multi-member $ 23,849 $ 23,849 $ 23,849 $ 23,849 $ 23,849
GARTNER FOR IT LEADERS(GITL)WORKGROUP CROSS FUNCTION
GITL Advisor Workgroup Cross Function:1 Advisor&3 Workgroup Members $ 64,459 $ 64,459 $ 64,459 $ 64,459 $ 64,459
GITL Advisor Workgroup Cross Function:1 Advisor&4 Workgroup Members $ 78,231 $ 78,231 $ 78,231 $ 78,231 $ 78,231
GITL Advisor Workgroup Cross Function:1 Advisor&5 Workgroup Members $ 92,004 $ 92,004 $ 92,004 $ 92,004 $ 92,004
GITL Advisor Workgroup Cross Function:1 Advisor&6 Workgroup Members $ 105,776 $ 105,776 $ 105,776 $ 105,776 $ 105,776
GITL Advisor Workgroup Cross Function:1 Advisor&7 Workgroup Members $ 119,548 $ 119,548 $ 119,548 $ 119,548 $ 119,548
GITL Advisor Workgroup Cross Function:1 Advisor&8 Workgroup Members $ 133,321 $ 133,321 $ 133,321 $ 133,321 $ 133,321
GITL Advisor Workgroup Cross Function:1 Advisor&9 Workgroup Members $ 147,083 $ 147,083 $ 147,083 $ 147,0831 $ 147,083
GITL Advisor Workgroup Cross Function:1 Advisor&10 Workgroup Members $ 160,855 $ 160,855 $ 160,8551 $ 160,855 $ 160,855
GARTNER FOR IT LEADERS(GITL)WORKGROUP ROLE
GITL Advisor Workgroup Role:1 Advisor&3 Workgroup Members $ 48,792 $ 48,7921$ 48,7921$ 48,792 $ 48,792
GITL Advisor Workgroup Role:1 Advisor&4 Workgroup Members $ 57,338 $ 57,3381$ 57,3381$ 57,338 $ 57,338
GITL Advisor Workgroup Role:1 Advisor&5 Workgroup Members $ 65,885 $ 65,885 $ 65,885 $ 65,885 $ 65,885
GITL Advisor Workgroup Role:1 Advisor&6 Workgroup Members $ 74,432 $ 74,432 $ 74,432 $ 74,432 $ 74,432
GITL Advisor Workgroup Role:1 Advisor&7 Workgroup Members $ 82,989 $ 82,989 $ 82,989 $ 82,989 $ 82,989
GITL Advisor Workgroup Role:1 Advisor&8 Workgroup Members $ 91,535 $ 91,535 $ 91,535 $ 91,535 $ 91,535
GITL Advisor Workgroup Role:1 Advisor&9 Workgroup Members $ 100,082 $ 100,082 $ 100,082 $ 100,082 $ 100,082
GITL Advisor Workgroup Role:1 Advisor&10 Workgroup Members $ 108,628 $ 108,628 $ 108,628 $ 108,628 $ 108,628
GARTNER FOR IT LEADERS(GITL)WORKGROUP ESSENTIALS
GITL Advisor Workgroup Essentials:1 Advisor&3 Workgroup Members $ 43,753 $ 43,7531$ 43,753 $ 43,753 $ 43,753
GITL Advisor Workgroup Essentials:1 Advisor&4 Workgroup Members $ 50,624 $ 50,624 $ 50,624 $ 50,624 $ 50,624
GITL Advisor Workgroup Essentials:1 Advisor&5 Workgroup Members $ 57,494 $ 57,494 $ 57,494 $ 57,494 $ 57,494
GITL Advisor Workgroup Essentials:1 Advisor&6 Workgroup Members $ 64,365 $ 64,365 $ 64,365 $ 64,365 $ 64,365
GITL Advisor Workgroup Essentials:1 Advisor&7 Workgroup Members $ 71,236 $ 71,236 $ 71,236 $ 71,236 $ 71,236
GITL Advisor Workgroup Essentials:1 Advisor&8 Workgroup Members $ 78,106 $ 78,106 $ 78,106 $ 78,106 $ 78,106
GITL Advisor Workgroup Essentials:1 Advisor&9 Workgroup Members $ 84,977 $ 84,977 $ 84,977 $ 84,977 $ 84,977
GITL Advisor Workgroup Essentials:1 Advisor&10 Workgroup Members $ 91,847 $ 91,847 $ 91,847 $ 91,847 $ 91,847
GARTNER FOR IT LEADERS GITL WORKGROUP-Renewal ONLY
GITL Advisor Workgroup:1 Advisor&3 Workgroup Members $ 41,473 $ 41,473 $ 41,473 $ 41,473 $ 41,473
GITL Advisor Workgroup:1 Advisor&4 Workgroup Members $ 47,032 $ 47,032 $ 47,032 $ 47,032 $ 47,032
GITL Advisor Workgroup:1 Advisor&5 Workgroup Members $ 52,591 $ 52,591 $ 52,591 $ 52,591 $ 52,591
GITL Advisor Workgroup:1 Advisor&6 Workgroup Members $ 58,150 $ 58,150 $ 58,150 $ 58,150 $ 58,150
GITL Advisor Workgroup:1 Advisor&7 Workgroup Members $ 63,699 $ 63,699 $ 63,699 $ 63,699 $ 63,699
GITL Advisor Workgroup:1 Advisor&8 Workgroup Members $ 69,258 $ 69,258 $ 69,258 $ 69,258 $ 69,258
GITL Advisor Workgroup:1 Advisor&9 Workgroup Members $ 74,796 $ 74,796 $ 74,7961$ 74,796 $ 74,796
GITL Advisor Workgroup:1 Advisor&10 Workgroup Members $ 80,3551$ 80,355 $ 80,355 $ 80,355 $ 80,355
INDUSTRY ADVISORY SERVICE IAS-G
IAS-G Reference single-member $ 29,564 $ 29,564 $ 29,564 $ 29,564 $ 29,564
IAS-G Reference multi-member $ 20,820 $ 20,820 $ 20,820 $ 20,820 $ 20,820
IAS-G Advisor single member $ 43,826 $ 43,826 $ 43,826 $ 43,826 $ 43,826
IAS-G Advisor multi member $ 35,082 $ 35,082 $ 35,082 $ 35,082 $ 35,082
IAS-G Advisor Add-on to IT Executives or Enterprise IT Leaders $ 10,306 $ 10,3061$ 10,306 $ 10,306 $ 10,306
INDUSTRY ADVISORY SERVICE WORKGROUP IAS-G
IAS-G Advisor Workgroup:1 Advisor&3 Workgroup Members $ 51,946 $ 51,946 $ 51,946 $ 51,946 $ 51,946
IAS-G Advisor Workgroup:1 Advisor&4 Workgroup Members $ 57,567 $ 57,567 $ 57,567 $ 57,567 $ 57,567
IAS-G Advisor Workgroup:1 Advisor&5 Workgroup Members $ 63,189 $ 63,189 $ 63,189 $ 63,189 $ 63,189
IAS-G Advisor Workgroup:1 Advisor&6 Workgroup Members $ 68,810 $ 68,810 $ 68,810 $ 68,810 $ 68,810
IAS-G Advisor Workgroup:1 Advisor&7 Workgroup Members $ 74,432 $ 74,432 $ 74,432 $ 74,432 $ 74,432
IAS-G Advisor Workgroup:1 Advisor&8 Workgroup Members $ 80,053 $ 80,053 $ 80,053 $ 80,0531 $ 80,053
IAS-G Advisor Workgroup:1 Advisor&9 Workgroup Members $ 85,674 $ 85,674 $ 85,674 $ 85,674 $ 85,674
IAS-G Advisor Workgroup:1 Advisor&10 Workgroup Members $ 91,296 $ 91,296 $ 91,296 $ 91,296 $ 91,296
IT EXECUTIVE PORTFOLIO
IT Executives CIO Signature $ 83,894 $ 83,894 $ 83,894 $ 83,894 $ 83,894
IT Executives CIO single member $ 75,868 $ 75,868 $ 75,868 $ 75,868 $ 75,868
IT Executives CIO multi-member $ 67,342 $ 67,342 $ 67,342 $ 67,342 $ 67,342
IT Executive Essentials single-member $ 50,738 $ 50,738 $ 50,738 $ 50,738 $ 50,738
IT Executive Essentials multi-member $ 45,388 $ 45,388 $ 45,388 $ 45,388 $ 45,388
CIO Academy Classic North America for IT Executives Programs Member TBD TBD TBD TBD TBD
CIO Academy Classic North America TBD TBD TBD TBD TBD
IT Executives Delegate Add-on* $ 35,613 $ 35,613 $ 35,613 $ 35,613 $ 35,613
IT Executive 2 Meetings Add-on* $ 13,304 $ 13,304 $ 13,304 $ 13,304 $ 13,304
*Check with Sales representative for availability
ENTERPRISE IT LEADERS EITL
EITL single-member $ 56,141 $ 56,141 $ 56,141 $ 56,141 $ 56,141
EITL multi-member** $ 46,689 $ 46,689 $ 46,689 $ 46,689 $ 46,689
**Choose one:Applications(SAP),Enterprise Architecture,Infrastructure&Operations,Security&Risk Management,or
Sourcing&Procurement
ENTERPRISE IT LEADERS EITL WORKGROUP CROSS FUNCTION
EITL Workgroup Cross Function:1 EITL Member&3 Workgroup Members $ 86,632 $ 86,632 $ 86,632 $ 86,632 $ 86,632
EITL Workgroup Cross Function:1 EITL Member&4 Workgroup Members $ 100,404 $ 100,404 $ 100,404 $ 100,404 $ 100,404
EITL Workgroup Cross Function:1 EITL Member&5 Workgroup Members $ 114,177 $ 114,177 $ 114,177 $ 114,177 $ 114,177
EITL Workgroup Cross Function:1 EITL Member&6 Workgroup Members $ 127,949 $ 127,949 $ 127,949 $ 127,949 $ 127,949
EITL Workgroup Cross Function:1 EITL Member&7 Workgroup Members $ 141,722 $ 141,722 $ 141,722 $ 141,722 $ 141,722
EITL Workgroup Cross Function:1 EITL Member&8 Workgroup Members $ 155,494 $ 155,494 $ 155,494 $ 155,494 $ 155,494
EITL Workgroup Cross Function:1 EITL Member&9 Workgroup Members $ 169,256 $ 169,256 $ 169,256 $ 169,256 $ 169,256
EITL Workgroup Cross Function:1 EITL Member&10 Workgroup Members $ 183,029 $ 183,029 $ 183,029 $ 183,029 $ 183,029
ENTERPRISE IT LEADERS(EITL)WORKGROUP ROLE
EITL Workgroup Role:1 EITL Member&3 Workgroup Members $ 70,965 $ 70,965 $ 70,965 $ 70,965 $ 70,965
EITL Workgroup Role:1 EITL Member&4 Workgroup Members $ 79,512 $ 79,512 $ 79,512 $ 79,512 $ 79,512
EITL Workgroup Role:1 EITL Member&5 Workgroup Members $ 88,058 $ 88,058 $ 88,058 $ 88,058 $ 88,058
EITL Workgroup Role:1 EITL Member&6 Workgroup Members $ 96,605 $ 96,605 $ 96,605 $ 96,605 $ 96,605
EITL Workgroup Role:1 EITL Member&7 Workgroup Members $ 105,162 $ 105,162 $ 105,162 $ 105,1621 $ 105,162
EITL Workgroup Role:1 EITL Member&8 Workgroup Members $ 113,708 $ 113,708 $ 113,708 $ 113,708 $ 113,708
EITL Workgroup Role:1 EITL Member&9 Workgroup Members $ 122,255 $ 122,255 $ 122,255 $ 122,255 $ 122,255
EITL Workgroup Role:1 EITL Member&10 Workgroup Members $ 130,802 $ 130,802 $ 130,802 $ 130,802 $ 130,802
ENTERPRISE IT LEADERS EITL WORKGROUP ESSENTIALS
EITL Workgroup Essentials:1 EITL Member&3 Workgroup Members $ 65,937 $ 65,937 $ 65,937 $ 65,937 $ 65,937
EITL Workgroup Essentials:1 EITL Member&4 Workgroup Members $ 72,7971$ 72,797 $ 72,797 $ 72,797 $ 72,797
EITL Workgroup Essentials:1 EITL Member&5 Workgroup Members $ 79,668 $ 79,668 $ 79,6681$ 79,668 $ 79,668
EITL Workgroup Essentials:1 EITL Member&6 Workgroup Members $ 86,538 $ 86,538 $ 86,538 $ 86,538 $ 86,538
EITL Workgroup Essentials:1 EITL Member&7 Workgroup Members $ 93,409 $ 93,409 $ 93,409 $ 93,409 $ 93,409
EITL Workgroup Essentials:1 EITL Member&8 Workgroup Members $ 100,280 $ 100,280 $ 100,280 $ 100,280 $ 100,280
EITL Workgroup Essentials:1 EITL Member&9 Workgroup Members $ 107,150 $ 107,150 $ 107,150 $ 107,150 $ 107,150
EITL Workgroup Essentials:1 EITL Member&10 Workgroup Members $ 114,021 $ 114,021 $ 114,021 $ 114,021 $ 114,021
ENTERPRISE IT LEADERS EITL WORKGROUP-Renewal ONLY
EITL Workgroup-1 EITL Member and 3 work group members $ 63,3341$ 63,334 $ 63,334 $ 63,334 $ 63,334
EITL Workgroup-1 EITL Member and 4 work group members $ 68,893 $ 68,893 $ 68,893 $ 68,893 $ 68,893
EITL Workgroup-1 EITL Member and 5 work group members $ 74,442 $ 74,442 $ 74,442 $ 74,442 $ 74,442
EITL Workgroup-1 EITL Member and 6 work group members $ 80,001 $ 80,001 $ 80,001 $ 80,001 $ 80,001
EITL Workgroup-1 EITL Member and 7 work group members $ 85,549 $ 85,549 $ 85,549 $ 85,549 $ 85,549
EITL Workgroup-1 EITL Member and 8 work group members $ 91,108 $ 91,108 $ 91,108 $ 91,108 $ 91,108
EITL Workgroup-1 EITL Member and 9 work group members $ 96,657 $ 96,657 $ 96,657 $ 96,657 $ 96,657
EITL Workgroup-1 EITL Member and 10 work group members $ 102,226 $ 102,226 $ 102,226 $ 102,226 $ 102,226
GARTNER FOR ITASSOCIATES***
Gartner for IT Associates 100 documents* $ 17,697 $ 17,697 $ 17,697 $ 17,697 $ 17,697
Gartner for IT Associates 200 documents $ 35,394 $ 35,3941$ 35,394 $ 35,394 $ 35,394
Gartner for IT Associates 300 documents $ 53,091 $ 53,091 $ 53,091 $ 53,091 $ 53,091
Gartner for IT Associates 400 documents $ 70,788 $ 70,788 $ 70,788 $ 70,788 $ 70,788
Gartner for IT Associates 500 documents $ 88,485 $ 88,485 $ 88,485 $ 88,485 $ 88,485
Gartner for IT Associates 500+documents Contact Sales Contact Sales Contact Sales Contact Sales Contact Sales
Rep Rep Rep Rep Rep
*Check with Sales representative for availability
***Purchasing terms and conditions apply
IT NEWS and INSIGHTS
IT News and Insights-per seat $ 521 $ 521 $ 521 $ 521 $ 521
STRATEGIC ADVISORY SERVICES(SAS)
SAS Worldwide Client-Internal Use of Analyst Time $ 13,013 $ 13,013 $ 13,013 $ 13,013 $ 13,013
SAS Worldwide Client-Remote Advisory Engagement $ 6,558 $ 6,558 $ 6,558 $ 6,558 $ 6,558
SAS Worldwide Client-ExternalSpeaking Engagement $ 21,132 $ 21,132 $ 21,132 $ 21,132 $ 21,132
EVENTS
2011 Symposium Ticket $ 3,014 $ 3,014 $ 3,014 $ 3,014 $ 3,014
2011 Themed Summit Ticket $ 1,973 $ 1,973 $ 1,973 $ 1,973 $ 1,973
Non-Profit Higher Ed Institutions ONLY
Higher Education-Core Research Add-on Seats-Reference 1-9 users $ 11,347 $ 11,347 $ 11,347 $ 11,347 $ 11,347
Higher Education-Core Research Add-on Seats-Reference 10-24 users $ 8,432 $ 8,432 $ 8,432 $ 8,432 $ 8,432
Higher Education-Core Research Add-on Seats-Advisor 1-9 users $ 19,259 $ 19,259 $ 19,259 $ 19,259 $ 19,259
Higher Education-Core Research Add-on Seats-Advisor 10-24 users $ 10,722 $ 10,722 $ 10,722 $ 10,722 $ 10,722
Higher Education-Core Research Campus Level Reference<4,999 FTE $ 19,259 $ 19,259 $ 19,259 $ 19,259 $ 19,259
Higher Education-Core Research Campus Level Reference 5,000-9,999 FTE $ 38,517 $ 38,517 $ 38,517 $ 38,517 $ 38,517
Higher Education-Core Research Campus Level Reference 10,000-24,999 FTE $ 57,880 $ 57,880 $ 57,880 $ 57,880 $ 57,880
Higher Education-Core Research Campus Level Reference 25,000+FTE $ 77,138 $ 77,138 $ 77,138 $ 77,138 $ 77,138
Higher Education-Core Research Campus Level Reference-Community Colleges ONLY $ 19,259 $ 19,259 $ 19,259 $ 19,259 $ 19,259
BURTON IT1***
Gartner for Technical Professionals Department-
Gartner for Technical Professionals Department Advisor I$ 96,709 $ 96,709 $ 96,709 $ 96,709 $ 96,709
Gartner for Technical Professionals Department Reference $ 65,167 $ 65,167 $ 65,167 $ 65,167 $ 65,167
***Purchasing terms and conditions apply
Gartner for Technical Professionals for Small and Mid Size Government Agency-LIMITED AVAILABILITY****
Gartner for Technical Professionals Advisor for Agency with up to 4,000 Em ployees $ 48,927 $ 48,927 $ 48,927 $ 48,927 $ 48,927
Gartner for Technical Professionals Reference for Agency with up to 4,000 Em Io ees $ 32,583 $ 32,583 $ 32,583 $ 32,583 $ 32,583
***Check with Sales representative for availability.Purchasing terms and conditions apply
'Pricing for Yr 2 through Yr 5 are for illustrative purposes.
`Gartner reserves the right to refresh its pricing and product offerings on
an annual basis consistent with the prices listed in the Gartner GSA Group
70 IT schedule price list. The refreshed Pricing and Product offering will be
provided to VITA in January of each new calendar year and applicable to
any renewal of existing services or initiation of new services.
'The pricing for each year is based on GSA or Gartner SLG Price plus an
IFA fee of 2l,eVA Vendor Supplier Transaction fee of 1 l,and eVA
Ordering Agency Transaction fee of 1.1
Laborlbeecriptlon W 1 Yr 2' Yr 3 Yr4 Yr 5
Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate
Associate Consultant $ 184 $ 184 $ 184 $ 184 $ 184
Consultant $ 257 $ 257 $ 257 $ 257 $ 257
Sr.Consultant $ 350 $ 350 $ 350 $ 350 $ 350
Associate Director $ 437 $ 437 $ 437 $ 437 $ 437
Director $ 509 $ 509 $ 509 $ 22791 $ 509
Vice President $ 607 $ 607 $ 607 $ 60 $ 607
*Supplier may fill in additional labor descriptions.
The rates indicated in the hourly rate columns are a"not-to-exceed"price.
EXHIBIT E.CERTIMATIQN REGARDING LOBBYING
BYING
"tlhe undersigned certifies,to the best of his or her knowledge and belief,'that:
ul No Federal appropriated funds have been paid,by or on behalf of the undersigned.to any
person for influencing or atterpi ing to influence an officer or employee or an agency,a
Member of Congress,ain officer or employee of Congress,or an employee of a Member of
Congress in connector with the awarding of any Federal Contract,the making of any Federal
grant,the making of any Federal loan„the entering)into of any cooperatwe agreement,and
theextension,continuation,renewal amendment,or modification of any Federal)Contract,
grant,loan,or 000peratiue agreement.
d). 40.any funds other than Federal appropriated funds have been pair!or will be paid to any
person for Influuen6ng or attempting to influence an officer or employee of any agency„a
Member of Congress an officer or employee of Congress,or an employee of a Member of
Congress in connection with this Federal Contract,grant,loan,or cooperative agreement,the
undersigned shall complete'and submit standard Fonm-Li- Dlsolosuure Farm to,Report
Lobbying,"in accordlance with its instructions..
mil The undersfgined shall require that the language of l�hils certification be included m the award
documents for all sub awards at all tiers(including subcontracts,sub grants,and Contracts
under,grants,loans and cooperative agreements)and that all snub reclplents shall certify and
disclose accordingly.
This Certification is a material representation of fact upon which reliance was placed when.Cols transaction
was made or entered into. Submission of this certification is a prer'equalsife for making or entering Into this
transaction Imposed by Section 1352,title 31,US,Code. Any person who falls to file the regnaired
certification shall be subject to a civil penalty of not less than$110a001g and not more than$1100,DOO for
each such failure.
Signature, f .�<.• e &; ¢ ,�.�..� .�
Printed',hiame� PhAip A.Cumminr,a
Organization. 9!t29—ri:
Date: 02 Maroh 201 g
----------......_,......................w._....... .............................
P&P 1 0 r
EXHIBIT F-LICENSE AGREEMENT ADDENDUM
The Virginia Information Technologies Agency(hereinafter referred to as"VITA"),pursuant to§2.2-2012
of the Code of Virginia and on behalf of the Commonwealth of Virginia,and ("Supplier"),
a business incorporated in ,F.E.I.N. ,having its principal place of
business at ,are this day entering into a contract and,for their mutual convenience,the
parties are using the standard form contract(" ")provided by Supplier.This addendum,
duly executed by the parties,is attached to and hereby made a part of Supplier's standard form contract
and together shall govern the use of any and all_(name of) Software licensed by the
Commonwealth under this agreement whether or not specifically referenced in the order document.
Supplier represents and warrants that it is a corporation authorized to do in Virginia the business provided
for in this contract.If Supplier is not a U.S.-based entity,Supplier maintains a registered agent and a
certification of authority to do business in Virginia.
This contract is executed by VITA on behalf of all public bodies,including VITA,as defined by§2.2-4301
and referenced by§2.2-4304 of the Code of Virginia,and hereinafter referred to as"Authorized Users."
If Authorized User is a state agency,board,commission,or other quasi-political entity of the
Commonwealth of Virginia or other body referenced in Title 2.2 of the Code of Virginia,any license
granted by Supplier shall be held by the Commonwealth.If Authorized User is a locality,municipality,
school,school system,college,university,local board,local commission,or local quasi-political entity,
such license shall be held by that public body.
As used herein,the term"contract"shall mean the Supplier's standard form contract and any and all
exhibits and attachments thereto.The term(s)"Customer,""You,"and/or"you,"as used in the contract,
shall mean,as applicable,VITA,the Commonwealth,any Authorized User,or any of their officers,
directors,agents or employees.
Supplier's standard form contract is,with the exceptions noted herein,acceptable to VITA.Nonetheless,
because certain standard clauses that may appear in,or be incorporated by reference into,Supplier's
standard form contract cannot be accepted by VITA,and in consideration of the convenience of using that
form,and this form,without the necessity of specifically negotiating a separate contract document,the
parties hereto specifically agree that,notwithstanding any provisions appearing in the attached Supplier's
standard form contract,none of the following shall have any effect or be enforceable against VITA,the
Commonwealth,any Authorized User,or any of their officers,directors,employees or agents:
1. Requiring the application of the law of any state other than the Commonwealth of Virginia in
interpreting or enforcing the contract or requiring or permitting that any dispute under the contract be
resolved in any court other than a circuit court of the Commonwealth of Virginia,
2. Requiring any total or partial compensation or payment for lost profit or liquidated damages by VITA,
the Commonwealth,any Authorized User,or their officers,directors,employees or agents if the
contract is terminated before its ordinary period,
3. Imposing any interest charge(s)contrary to that specified by§2.2-4347 et seq.of the Code of Virginia,
4. Requiring the Commonwealth,VITA,or any Authorized User to maintain any type of insurance either
for the benefit of the Commonwealth,VITA,or such Authorized User or for Supplier's benefit,
5. Granting Supplier a security interest in property of the Commonwealth,any Authorized User,or any of
their officers,directors,employees or agents,
6. Requiring the Commonwealth,VITA,any Authorized User,or any of their officers,directors,
employees or agents to indemnify or to hold harmless Supplier for any act or omission,
7. Limiting or adding to the time period within which claims can be made or actions can be brought
(Reference Code of Virginia§8.01 et sec.),
Exhibit F-License Agreement Addendum Q4FY2011.doc Page 1 of4
8. Limiting selection and approval of counsel and approval of any settlement in any claim arising under
the contract and in which the Commonwealth,VITA,any Authorized User,or any of their officers,
directors,employees or agents is a named party,
9. Binding the Commonwealth,VITA,any Authorized User,or any of their officers,directors,employees
or agents to any arbitration or to the decision of any arbitration board,commission,panel or other
entity,
10.Obligating the Commonwealth,VITA,any Authorized User,or any of their officers,directors,
employees or agents to pay costs of collection or attorney's fees,
11.Requiring any dispute resolution procedure(s)other than those in accordance with§2.2-4363 et seq.
of the Code of Virginia,
12. Permitting Supplier to access any Commonwealth or Authorized User records or data,except
pursuant to court order,
13. Permitting Supplier to use any information provided by the Commonwealth or any Authorized User
except for Supplier's own internal administrative purposes,
14.Requiring the Commonwealth,VITA,or any Authorized User to limit its rights or waive its remedies at
law or in equity,including the right to a trial by jury,and
15. Bestowing any right or incurring any obligation that is beyond the duly granted authority of the
undersigned representative of VITA to bestow or incur on behalf of the Commonwealth of Virginia..
16.Establishing a presumption of severe or irreparable harm to Supplier by the actions or inactions of
VITA or any Authorized User,
17.Limiting the liability of Supplier for property damage or personal injury,
18. Permitting Supplier to assign,subcontract,delegate or otherwise convey the contract,or any of its
rights and obligations thereunder,to any entity without the prior written consent of VITA except as
follows:Supplier may assign all or any of its rights and obligations to a third party as a result of a
merger or acquisition or sale of all or substantially all of its assets to such third party provided
assignee agrees in writing to be bound by the terms and conditions set forth in the contract and
provided such third party is a U.S.-based entity or maintains a registered agent and a certification of
authority to do business in Virginia,or to an affiliate of Supplier,provided Supplier remains liable for
affiliate's compliance with the terms and conditions set forth in this Contract,
'I0 Not complying with the contractual provisions at the following URL,which are mandatory provisions,
required by law or by VITA,that are hereby incorporated by reference:
li[[p YYrvrv,,iil v,.../Irgilu v gI vhj t v II ilc,q B�b'rt vV,i;�I mlyBq vii Mlcd1,vii U";..I 1(
The terms and conditions in documents posted to the aforereferenced URL are subject to change
pursuant to action by the legislature of the Commonwealth of Virginia or a change in VITA policy.If a
change is made to the terms and conditions,a new effective date will be noted in the document title.
Supplier is advised to check the URL periodically,
20.Not complying with the contractual claims provision§2.2-4363 of the Code of Virginia which is also
incorporated by reference,
21. Enforcing the United Nations Convention on Contracts for the International Sale of Goods and all
other laws and international treaties or conventions relating to the sale of goods.They are expressly
disclaimed.UCITA shall apply to this contract only to the extent required by§59.1-501.15 of the Code
of Virginia,
22.Not complying with all applicable federal,state,and local laws,regulations,and ordinances,
23.Requiring that the Commonwealth waive its sovereign immunity or its immunity under the Eleventh
Amendment,
24.Requiring that the Commonwealth,which is tax exempt,be responsible for payment of any taxes,
duties,or penalties,
Exhibit F-License Agreement Addendum Q4FY2011.doc Page 2 of 4
25.Requiring or construing that any provision in this contract conveys any rights or interest in
Commonwealth or Authorized User data to Supplier,
26.Requiring the use of foreign currency.The currency which shall be used for this contract is United
States Dollars.Any claim which may arise hereunder shall be settled in United States Dollars,
27.Obligating the Commonwealth beyond approved and appropriated funding.All payment obligations
under this contract are subject to the availability of federal,state,and/or local appropriations for this
purpose.In the event of non-appropriation of funds for the items under this contract,VITA may
terminate,in whole or in part,this contract or any order,for those goods or services for which funds
have not been appropriated.This may extend to the renewal of maintenance services for only some of
the licenses granted by Supplier.Written notice will be provided to the Supplier as soon as possible
after legislative action is completed.There shall be no time limit for termination due to termination for
lack of appropriations,
28. Permitting unilateral modification of the contract by Supplier,
29. Permitting termination by Supplier of the contract or the licenses granted thereunder,or permitting
suspension of services by Supplier,except pursuant to an order from a court of competent jurisdiction,
30.Requiring or stating that the terms of the Suppliers standard form contract shall prevail over the terms
of this addendum in the event of conflict,
31.Renewing or extending the contract beyond the initial term or automatically continuing the contract
period from term to term,
32.Requiring that the contract be"accepted"or endorsed by the home office or by any other officer
subsequent to execution by an official of VITA before the contract is considered in effect,
33.Delaying the acceptance of the contract or its effective date beyond the date of execution,
34.Defining"perpetual"license rights to have any meaning other than license rights that exist in
perpetuity unless otherwise terminated in accordance with the applicable provisions of the contract,
35. Permitting modification or replacement of the contract pursuant to any new release,update or
upgrade of Software or subsequent renewal of maintenance.If Supplier provides to any Authorized
User an update or upgrade subject to additional payment,such Authorized User shall have the right to
reject such update or upgrade,
36.Requiring purchase of a new release,update,or upgrade of Software or subsequent renewal of
maintenance in order for the Commonwealth,VITA,or any Authorized User to receive or maintain the
benefits of Supplier's indemnification of the Commonwealth,VITA,or such Authorized User against
any claims of infringement on any third-party intellectual property rights,
37.Prohibiting the Commonwealth,VITA,or any Authorized User from transferring or assigning to any
entity the contract or any license to Software pursuant to the contract,
38.Granting Supplier or an agent of Supplier the right to audit or examine the books,records,or accounts
of VITA or any Authorized User,
The parties further agree as follows:
39.Supplier warrants that it is the owner of the Software or otherwise has the right to grant to all
Authorized Users the license to use the Software granted hereunder without violating or infringing any
law,rule,regulation,copyright,patent,trade secret or other proprietary right of any third party.
40.Supplier agrees to indemnify,defend and hold harmless the Commonwealth,VITA,any Authorized
User,their officers,directors,agents and employees("Commonwealth's Indemnified Parties")from
and against any and all third party claims,demands,proceedings,suits and actions,including any
related liabilities,obligations,losses,damages,fines,judgments,settlements,expenses(including
attorneys'and accountants'fees and disbursements)and costs(each,a"Claim"and collectively,
"Claims"),incurred by,borne by or asserted against any of Commonwealth's Indemnified Parties to
the extent such Claims in any way relate to,arise out of or result from:(i)any intentional or willful
Exhibit F-License Agreement Addendum Q4FY2011.doc Page 3 of 4
conduct or negligence of any employee or subcontractor of Supplier,(ii)any act or omission of any
employee or subcontractor of Supplier,(iii)breach of any representation,warranty or covenant of
Supplier contained herein,(iv)any defect in the Software,or(v)any actual or alleged infringement or
misappropriation of any third party's intellectual property rights by any of the Software.Selection and
approval of counsel and approval of any settlement shall be accomplished in accordance with all
applicable laws,rules and regulations.For state agencies the applicable laws include§§2.2-510 and
2.2-514 of the Code of Virginia.In all cases the selection and approval of counsel and approval of any
settlement shall be satisfactory to VITA or the Authorized User against whom the claim has been
asserted.
41.Any Authorized User may rely on independent contractors,acting on behalf of such Authorized User,
to perform functions requiring the use of and access to the Supplier's Software.Nothing in the
Supplier's standard form contract shall limit such third parties'from using or accessing the Software in
order to perform such functions.If any invention,work of authorship,or confidential information is
developed exclusively by an employee,consultant,contractor,or subcontractor of an Authorized User
during the performance of Services by Supplier,Supplier shall have no ownership claim to such
invention,work of authorship,or confidential information.
42.Any travel expenses incurred by Supplier in the course of performing the services must be pre-
approved by the appropriate Authorized User and shall be reimbursed at the then-current per diem
rates published by the Virginia Department of Accounts.
43.An Authorized User may require that Supplier personnel submit to a criminal background check prior
to performance of any services under this contract.
This contract,consisting of this VITA addendum and the Supplier's standard form contract,constitute the
entire agreement between the parties and may not be waived or modified except by written agreement
between the parties.
This contract has been reviewed by staff of VITA.Its substantive terms are appropriate to the needs of
VITA.
IN WITNESS WHEREOF,the parties have caused this contract to be duly executed as of the last date set
forth below by the undersigned authorized representatives of the parties,intending thereby to be legally
bound.
Supplier Name VITA
By: By:
(Signature) (Signature)
Name: Name:
(Print) (Print)
Title: Title:
Date: Date:
Exhibit F-License Agreement Addendum Q4FY2011.doc Page 4 of 4