1 (Rev. 6.14.21)
COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:
1. Cooperative/Piggyback
Name:
National Association of State Procurement Officials
(NASPO) ValuePoint Cooperative Purchasing
Program, State of Hawaii
2. Contractor: Civic Initiatives, LLC
3. Cooperative Agency
Agreement Name and
Agreement Number:
Procurement of Acquisition Support Services
(PASS), Master Agreement # 19-19-05
4. Cooperative Agency Initial
Agreement Term:
Start Date: June 05, 2019
End Date: June 5, 2022
5. Cooperative Agency’s
Agreement-Options to
extend:
Base period of two (2) years and may be extended
for three (3) additional 12-month periods.
6. Cooperative Agency
Amended Term:
Amendment #1 exercised the first 12-month optional
period from June 6, 2021 – June 5, 2022.
7. Cooperative Agency
Remaining Options to
Renew:
Two (2) additional 12-month optional periods remain,
not to extend beyond June 5, 2024.
8. City of Stockton
Cooperative Purchase
Agreement Term:
Start Date: March 1, 2022
End Date: June 5, 2022, Term will be modified as
additional 12-month options are exercised.
9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:
Not to Exceed $300,000 for the term of the
Agreement including the additional 12 -month
options.
AG
REEMENT
The C
ity of Stockton, a California municipal corporation on behalf of itself and its associated e ntities ("City/Client"), and the above-named Contractor (“Contractor /Civic Initiatives”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Procurement of Acquisition Support Services (PASS), Master Agreement # 19-19-05 (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).
ATTACHMENT A
2 (Rev. 6.14.21)
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.
1. A
greement Term: The Term of this Agreement shall remain in effect from March 23, 2022, through June 5, 2022, unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment. In the event the COOP is not extended by the Cooperative/Piggyback Agency, the Contractor agrees to extend the same terms and conditions of the existing COOP named in the Agreement Summary, Number 3, to the City upon written amendment.
2. I
nsurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A , Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.
T
o the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall surviv e the termination of this Agreement.
3. C
ompensation: City and Contractor do her eby enter into this Agreement for procurement of acquisition support services available in the above -named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached Scope of Work, Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed Three Hundred Thousand ($3 00,000.00) for the purchase of procurement of acquisition support services. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.
4. G
overning Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
T
his Agreement may be amended only by a written amendment , consistent with the COOP, signed by Contractor and City.
ATTACHMENT A
3 (Rev. 6.14.21)
CITY OF STOCKTON CIVIC INITIATIVES, LLC
By : __________________________
Harry Black, City Manager Signature
___
_________________________
P rint name
ATTEST: Title: ________________________
_____
_______________________ [If Contractor is a corporation, signatures must Eliza R. Garza CMC, City Clerk comply with Corporations Code §313] APPR
OVED AS TO FORM:
By: __________________________
___________________________ Signature
City Attorney,
__________________________
Print name
T
itle: _______________________
ATTACHMENT A
4 (Rev. 6.14.21)
E
XHIBIT A
Includes the fully executed agreement, all other associated documents are available in Procurement.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
NASPO ValuePoint Master Agreement
For
Acquisition Support Services (PASS)
A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Hawaii (Lead State)
Department of Accounting and General Services
State Procurement Office
1151 Punchbowl Street, Room 416
Honolulu, HI 96813
And
Civic Initiatives, LLC
823 Congress Avenue, #1433
Austin, TX 78767
Master Agreement Number 19-19-05
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
Table of Contents
I. NASPO ValuePoint Master Agreement Overview
II.
Definitions
III. NASPO Val
uePoint Program Provisions
IV.
Scope of Work
V. Administration of Orders
VI. Labor Categories and H ourly Rates
VII.
General Provisions
Exhibit 1 – Minimum Qualificat
ions for Labor Categories
Exhibit 2 – Labor Rates
Exhibit 3 – Sample NVP Detailed Sales Report
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
I. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW
A. Parties
This Master Agreement is entered into by and between the State of Hawaii, acting by and through the Department of Accounting and General Services, State Procurement
Office (hereinafter called the “Lead State”), and
Civic Initiatives, LLC for the Procurement of Acquisition Support Services (PASS) for the benefit of Participating Entities and Purchasing Entities. The Contractor and the Lead State hereby agree to the following terms and conditions.
B. Effective Date
This Master Agreement shall be not be effective or enforceable until the date on which
it is approved and signed (hereinafter called the “Effective Date”) by the State of Hawaii Admini
strator or designee.
C. Master Agreement Order of Precedence
1. Any Order placed under this Master Agreement shall consist of the following documents:
a. A Participating Entity’s Participating Addendum (“PA”); b. NASPO ValuePoint Master Agreement Terms & Conditions; c. A Purchase Order issued against the Master Agreement; d. The Scope of Work;
e. The Solicitation or, if separately executed after award, the Lead State’s bilateral agreement that integrates applicable provisions;
f. Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.
2. These documents shall be read to be c onsistent and complementary.
Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.
D. Term of the Master Agreement
1. Initial Term. This Master Agreement has a base period of two (2) years and shall terminate unless it is extended.
2. Extension Terms. This Master Agreement may be extended for up to three (3) additional 12-month peri ods or parts thereof at the Lead State’s discretion, by mutual agreement and upon review of
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
requirements of Participating Entiti es, current market conditions, and Contractor performance.
3. Additional Provisions. The Master Agreem ent may be extended pursuant to Hawaii Administrative Rules (HAR) §3-122-3, (a) if a contract has exhausted its provisio n for extension(s) of time of performance, or if the contract does not include a provision for extension(s) of time of performa nce, the contract may be extended upon approval of the chief procurem ent officer, provided: (1) The period of each extension is for o ne hundred eighty calendar days or less; (2) The procurement officer makes a written determination that it is not practical to award another contract at the time of the expiration of the contract for reasons to include but not limited to the following:
(A) A new contract cannot be execut ed by the time the contract expires; or (B) The need for the good or service is short term.
4. Amendments. The terms of this Master Agreement shall be not waived, altered, modified, supplem ented or amended in any manner whatsoever without prior approval of the Lead State.
E. Contract Type
This Master Agreement is a Firm-Fixed-Price (FFP) contract based on labor hours under which only FFP task orders can be issued. For work performed by the Contractor’s employees and/or Subcontractor employees, the labor categories, direct-productive-labor-hours (DPLH) and fixed labor rates shall apply. The pricing per labor category shall be based on the Contractor’s offer submitted in response RFP-18-002-SW.
F. Promotion of the NASPO Va luePoint Master Agreement
The NASPO ValuePoint Ma ster Agreement Terms and Conditions include program provisions governing participation in the cooperative, reporting and payment of administrative fees, and ma rketing/education relating to the NASPO ValuePoint cooperative procurement program. In this regard, know that Contractor will be expected to:
1. Promote the use of the Master Agreement.
2. Integrate each state’s procurement officials’ (CPO) permission to use the Master Agreement.
3. Acknowledge that Public entities are sensitive to “scope” issues, that is, whether performance is wi thin the intended scope of the solicitation as awarded. Contractor shall have a strategy to promote agreements of this nature.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
II. DEFINITIONS
A. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.
B. Contractor means the person or entity deliv ering Products or performing services under the terms and conditions set forth in this Master Agreement.
C. Embedded Software means one or more softw are applications which permanently reside on a computing device.
D. HIePRO means Hawaii Electronic Procurement System.
E. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, tr ade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
F. Lead State means the State centrally administering any resulting Master Agreement(s).
G. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.
H. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValueP oint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the so le member of NASPO ValuePoint.
NASPO ValuePoint facilitates administration of the N ASPO cooperative group contracting consortium of state chief procur ement officials for the benefit of state department s, institutions, agenc ies, and political subdivisions and other eligible entitie s (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration fu nctions relating to collecting and receiving reports as well as other contract admini stration functions as assigned by the Lead State.
I. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
J. Participating Addendum means a bilateral agreement executed by a Contractor and a Participat ing Entity incorporating this Master Agreement and any other additional Participating En tity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
K. Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.
L. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon executi on of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal s is not required to participate through execution of a Participating Addendum.
M. Product means any equipment, software (including embedded software), documentation, service or other deliv erable supplied or created by the Contractor pursuant to this Master Agreement. The term products, supplies and services; and products and services are used interchangeably in these terms and conditions.
N. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.
O. Vendor means the person or entity that has the capability to sell goods or services but have not entered into a formal contract. (See definition of Contractor).
III. NASPO VALUEPOINT PROGRAM PROVISIONS
A. Price and Rate Guarantee Period
1. All labor category rates must be guaranteed for the initial term and additional years of the Master Agreement.
2. Contractor is only authorized to provide services that awarded under this Master Agreement.
B. Participants and Scope
1. Contractor may not de liver Products under th is Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
Agreement Terms and Conditions ar e applicable to any Order by a Participating Entity (and other Purc hasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements.
Statutory or constituti onal requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are so lely within the authority of the respective State Chief Procurement Official.
3. Obligations under this Master Ag reement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda.
States or other entities permitted to participate may use an informal competitive process to determi ne which Master Agreements to participate in through execution of a Participating Addendum.
Financial obligations of Participating Entities who are states are limited to the orders placed by t he departments or other state agencies and institutions having av ailable funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contract or shall email a fully executed PDF copy of each Participating Addendum to
[email protected] to support documentation of participation and posting in appropriate data bases.
4. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institut ions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
all 50 states, the District of Columbia and the territories of the United States.
5. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements:
Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NA SPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint
eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
6. Participating Entities who ar e not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Ch ief Procurement Official of the state where the Partici pating Entity is locat ed. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procur ement authority exists in the Participating Entity; they must ensure that th ey have the requisite procurement authority to execute a Participating Addendum.
7. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignm ent of the right to services.
Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the defin ition of which includes services that are deliverables). Any sale or transfer permitted by this subsection must be consistent with license rights gr anted for use of intellectual property.
8. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to section VII.
General Provisions, H. Cancellati on, or not exercise an option to renew, when Contractor utilizat ion does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew th e Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award (or execution if late r) of the Master Agreement. This subsection does not limit the discret ionary right of either the Lead
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
State or Contractor to cancel the Master Agreement pursuant to section VII. General Provisions, H. Cancellation or to terminate for default pursuant to section VII General Provisions, J Defaults and Remedies.
9. Contractor agrees, within 30 days of contract award, to notify the Lead State and NASPO ValuePoint of any contractual most-favored- customer provisions in third-part contracts or agreements that may affect the promotion of this Ma ster Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders fr om this master agreement. Upon request of the Lead State or NASPO ValuePoin t, Contractor shall provide a copy of any such provisions.
C. Administrative Fees
1. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than si xty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is part of t he Contractor’s pricing and not a separate line item.
2. Some states may require an addition al fee be paid directly to the state only on purchases made by Pu rchasing Entities within that state. For all such requests, th e fee level, pay ment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
D. NASPO ValuePoint Summary and Detailed Usage Reports
The Contractor shall provide the following NASPO ValuePoint reports.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
1. Summary Sales Data. The Contract or shall submit quarterly sales reports directly to NASPO ValueP oint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at 44Thttp://calculator.naspovaluepoint.org44T. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state.
Even if Contractor exper iences zero sales duri ng a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).
2. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/ customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the L ead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal
, email, CD-ROM, flash drive
or other method as determi ned by the Lead State and NASPO ValuePoint. Detailed sales dat a reports shall include sales information for all sales under Part icipating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Exhibit 3 – SAMPLE NASPO ValuePoint Detailed Sales Report.
3. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. 0TReport
data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. 0TNo personal identification numbers, e.g. nam es, addresses, 63Tsocial security numbers or any other numerical identifier63T, may be submitted with any report.
4. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooper ative Development Coordinator
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.
5. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. 0T 0TThe Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.
E. NASPO ValuePoint Cooperative Progr am Marketing and Performance Review
1. Contractor agrees to work coo peratively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and partici pating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.
2. Contractor agrees to participate in an annual contract performance review at a location select ed by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
F. NASPO ValuePoint eMarket Center
1. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide cert ain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available fr om existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center.
2. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimu m to participate in the eMarket Center through Ordering Instructions.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
3. At a minimum, the Contractor agr ees to the following timeline:
NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instru ctions that the Contractor would like the customer to have.
G. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities co vered by the Master Agreement. This limitation does not preclude publicat ion about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
H. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their pur chases as the Lead State has in the Master Agreement, including but not lim ited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating A ddendum for their purchases. Each Purchasing Entity will be responsible for its ow n charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
IV. SCOPE OF WORK
A. Contractor guarantees a continuing supply of quality services within the scope of work for acquisition support services.
1. The diagram below depicts servic es that support procurement activities based on a general acquisition lifecycle. Actions indicated within each phase (A. through E.) ar e examples of when they may be utilized throughout the lifecycle and may be required at any phase.
Acquisition Life Cycle
This contract is intended to supplement the resources needed to assist procurement personnel to obtain the desir ed goods and/or services. For example, if the agency has the need to procure IT consulting services, the Acquisition Support Services Contractor(s) will assist in writing spec ifications and/or develop an RFP and/or provide any other acquisition support services that will provide the agency with a resulting contract for such services.
A.
Acquisition
Planning
B. Market
Research
C.
Solicitation &
Award
D. Contract
Management
E.
Completion &
Closeout
Acquisition Planning
•Requirements
Definition
•Specification/
SOW
Development
•Solicitation
Planning
•Evaluation
Planning
•Strategic
Teaming
•Independent
Cost Estimate
Market Research
•Cost & Pricing
analysis
•Source
Availability
•Request for
Information
(RFI)
•Pre‐
Solicitation
Conference
Solicitation & Award
•Solicitation
Review
•Evaluation
•Negotiation (if
applicable)
•Price Fair &
Reasonable
Determination
•Subcontractor
flow‐down
Contract Management
•Change
Management
•Request for
Equitable
Adjustment
•Process
Optimization
•Compliance
Reviews
•Burn Rate
Reviews
•Quality
Oversight
Completion & Closeout
•Delivery /
Acceptance
Support
•Final
Payment &
Closeout
•Vendor
Performance
Evaluation
Phases
Actions
ATTACHMENT A
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Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
Note: This contract will not include any services related to the procurement of construction.
2. Contractor Responsibility
The Contractor shall be able to provide all services in all categories described below. If the Contractor does not maintain the subject matter expert in-house, it will be their responsibility to secure the needed services as the Prime Contractor.
Outside contractors may be utiliz ed to prepare specifications and work statements in the development of a solicitation. Contractors paid for those services shall be precluded from bidding on or receiving a contract when they pa rticipated in any way in the development of the solicitation packa ge or any resulting contract.
Therefore, if a Contractor is hired to provide any services through the PASS contract, the Prime Contractor and any of its subcontractors are precluded from bidding or responding to the resulting solicitation.
3. General Requirements
Contractors shall be responsible to meet the general requirements applicable across all categories. These requirements include:
Customer Service
Management
Quality Control
Personnel/Staffing
Experience
Contractors are expected to mainta in the highest standards of these requirements throughout the life of t he contract and must require all Subcontractors to attest to the same standards of service.
4. Service Categories
The following describes the service categories and expected outputs that are within the scope of work of the Master Agreement. These services are actions that may be utilized throughout the acquisition lifecycle and may be required at any phase.
A. Acquisition Planning
Category One – Specifications/Scope of Work Review
After a need is determined, the quality, price and the performance of a product or service depend almost entirely on th e purchase description used to communicate the requirement. If a specification was used as a method of describing the requirement, which
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mostly happens for services, that specification must be clear and concise. Challenges by potential suppliers, costly delays in completing a project or unnecessary problems further down the line are, in most instances, attributed to an improper, inadequate description of definition or requirements. The additional effort spent at the beginning of the procurement lifecycle increases the probability of full satisfaction in meeting the needs of the end-user, procurement and contract specialist and Contractor/supplier.
This category of services is for the review and/or assistance in development of a scope of work (SOW) or specification(s). If not available in-house, the technical specification development by a subject-matter-expert s hall be obtained/contracted by the awarded Contractor(s) for this category. Services within this category are as follows:
1. Review Services
Provide recommendation to amend/develop specifications/SOW to produce correct, clear, and concise obligations of all parties with respect to the needed goods or services. Review services s hall include verification, validation, and recommendation so that the SOW/specifications for needed goods and/or service clearly identify how the specification/SOW may be amended/changed to reflect the following:
The wording of the scope shall be precise.
The overall message should be clear and understandable. The specification should simplify the process.
The tolerances should be reasonable.
The scope/specification should provide a relatively easy process to verify acceptance or rejection.
The specification should be exact.
The specification should not be rest rictive, but be broad enough to allow competition. If, however, there is justification for a restrictive specification/SOW, the report/recommendation shall provide a clear explanation for the need of the restrictive specification. The specification/SOW should provide some built-in flexibility that is applicable to the industry.
2. Requirement Analysis
Requirement analysis is value analysis applicable to the writing of specifications or SOW to eliminate products and services that are not cost effective. Contractor shall identify and make recommendations to specifications or SOW to ensure that an agency will obtain the best products or se rvices or meet the goals that are available in the market at prices that are determined fair and reasonable.
Requirement analysis services shall include review, analysis and recommendation
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and clearly identify how the specification/scope of work may be amended/changed to reflect the following, as applicable:
Eliminate a requirement that is not cost effective.
Improve the quality level wit hout impacting the cost(s). Describe requirement(s) of quality st andards to increase the service life. Achieve total value, i.e. not only initial expense as the award factor.
3. Specification Wr iting (Technical)
Contractors’ support team members s hall possess strong communication skills and expertise in needed topics of and programs. In addition, technical writers must have the skills to research and effectively interview subject matter experts (SMEs), if they are not the SMEs themselves. The technical writer should gather information and communicate complicated ideas in a clear and informative manner.
Contractor(s) shall be able to provide specification writing services for all types of specifications, such as design, specif ications, performance specifications, or market grades to name a few.
Contractor shall assist in development and preparation of pr e-award Request for Information (RFI), Statements of Work (SOW), Statements of Objective (SOO) and other requirements documents. This effort includes assisting in researching and drafting specifications and standards, including Perf ormance-based Work Statements (PWS); developing performance measures, providing consultation and recommendations; and coordinating requirements documents. Note: State to state may vary on what they call SOW, i.e. statement of work, statement of need, scope of work, etc.
Outputs: SOWs; SOOs; PWSs ; and related documents, i.e. restrictive specifications justification.
Category Two – Procurement Strategy/Acquisition Strategy Plan
The procurement team is made up of stakeholders that will participate in developing the procurement strategy plan. Stakeholders are individuals who have an interest in the needed goods or services. These individuals pr ovide a significant contribution to the effort based on their subject matter expertise of the project scope or deliverables.
Depending on the complexity of the proc urement, support serv ices may be needed to develop the plan. Services within this category are as follows:
1. Procurement Plan Development/Review
Contractor shall provide services to include advice and recommendations for all elements in the plan, including approaches , options, strategies, risks, contracting methods, competition, sources, cost, milestone schedule, etc. If not available in- house, the subject-matter-expert(s) sha ll be obtained/contracted by the awarded
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Contractor(s) for this category. The plan should contain the following information:
Acquisition Background
Description of Requirement/Statement of Need
Conditions
Background and Contract History
Contract Type: Unit costs or lump sum
Performance Period
Capability and capacity of Performance
Estimated Schedule
Estimated cost/budget
Plan of Action
Service Description
Potential Sources
Market Research Results/Interested Sources
Acquisition Approach
Competition
Source Selection Procedures
Contracting Considerations or Incentives
Other Considerations
Contract Administration
Surveillance: Monitoring timelines with milestones
Monitoring performanc e during contract period
Verifying contractor’s performance of SOW through
checklist(s)
2. Research/Reports
The Contractor shall resear ch existing Government-wide contracts for available products and services. Contractor shall evaluate different approaches to and sources for acquisition support. Contractor shall research available suppliers and compare the services and costs of obtaini ng support from difference providers.
Information gathered shall be provided in a report form for use the development of a procurement plan.
Contractor shall provide advice and recommendation for all elements in acquisition plans, including approaches, options, strategies, risks, contract ing methods, competition, sources, cost, milestone schedule, etc. Research existing Government-wide contracts for available products and services. Evaluat e different approaches to and sources for acquisition support. Research available s uppliers and compare services and costs of obtaining support from the different providers.
Outputs: Written acquisition/procurement plans.
Category Three – Independent Government Cost Estimate
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An Independent Government Cost Estimate (I GCE) is a tool developed by government personnel to estimate the costs incurred by a Contractor in the performance of a contract.
An IGCE is generated by the government, w ho may utilize and obtain input from an outside Contractor. Such C ontractor remains confidentia l and will not be allowed to respond to a solicitation for which it participated in the IGCE in any manner whatsoever.
The IGCE is an unbiased realistic cost estimate that reflects a clear understanding of the requirements. IGCEs serve various functions as:
A projected, anticipated, or probable cost;
A benchmark for establishing cost/price analysis;
An analysis of reasonable and required resources to perform the contract; and A justification for decisions made throughout the procurement life cycle.
Specifically, IGCEs are used to project and re serve funds for acquisitions, determine if assumptions in a cost proposal are based on the same or similar assumptions, and determine fair and reasonable pricing.
This category of services is for consultation and/or assistance in the development of IGCEs. Government agencies do not always hav e sufficient resources or expertise to conduct these cost estimates on their own and may rely on third party Contractors to generate these reports on thei r behalf. Contractors providi ng these services under the resultant cooperative agreement shall be required to sign non-disclosure agreements and may not have a vested interest in the contract for which the Contractor is generating the estimate. Contractor must be unbiased and objective in its approach and methodologies.
Services within this category are as follows:
1. Data Collection
Contractor shall collaborate with the agency to gai n a thorough understanding of the contract scope of work for which the IGCE is being generated. Contractor shall establish a plan that identifies stak eholders and other resource requirements necessary to generate the IGCE, including a schedule that specifies the start date and delivery date for the final report, and a list of all potential sources of information required to complete the cost estimate.
At a minimum, the Contractor shall request and receive the following information:
Statement of Work (SOW) and suppor ting scope documents (solicitations, drawings, plans, etc.)
Any agency-developed cost estimates or contractor cost proposal and technical approach.
Basis of Estimate (BOE), including a description of the scope, methodologies, references and defining deliverables, assumptions and exclusions, clarifications, adjustments, and level of uncertainty.
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Other documentation or information that is useful in performing an IGCE include, but are not limited to:
Past purchases of similar products or services
Market research and knowledge of current economic conditions Proposal narrative, including background
Work Breakdown Structure (WBS) and WBS Dictionary
Project schedule
Risk management plan
Rates for fees or other mark-ups
Lists of government-furnished pr operty, equipment or services Cost estimate back-up documentation such as contracted labor rates and associated mark-ups, subcontracted quotes, specification sheets, purchase orders, and catalog cut sheets
2. Sufficiency Review
Once all requested information has been rece ived, Contractor shall review the information for sufficiency to ensure adequate quantity and quality of data exists to develop an accurate and effective IGCE. The Sufficiency Review serves to:
Determine all costs involved in performing the contract scope of work, including any direct and indirect costs as well as contractor profits and fees. Examine the information to ensure that it meets the techni cal requirements for its intended purpose.
Determine whether the information is clearly documented, well organized, and presented at an appropriate level of detail, and that summary documents are traceable to the supporting documentation.
Look at the depth and breadth of the supporting documents, and data contained therein.
The Sufficiency Review may determine that certain documentation is insufficient for proceeding with the cost estimate. In such instances, Contractor shall notify the agency, provide a list of the docum ents that are insufficient, and provide reasons for the finding or specific information needed to make the document acceptable.
3. Data Analysis
Data Analysis consists of two components: review and analysis.
The review component consists of an-dept h examination and qualitative analysis of all the sufficient information requested and received as part of Data Collection.
Contractor shall conduct a thorough revi ew of the SOW, agency-developed cost estimates or contractor-developed cost estimate or proposal, BOE, and any other
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sufficient information received. Contract or shall apply the appropriate estimating methodologies to the data to generate the IGCE.
Once the IGCE is generated, the estimate must be validated. Contractor shall employ the appropriate cost-validation tech niques to test the cost estimate and determine whether it is reasonable and in cludes all necessary costs. Some commonly-accepted techniques include spot checking and preparing a check estimate. Offerors shall detail in their proposals the cost-validation techniques they utilize to validate cost estimates.
4. Results Reporting
Contractor shall prepare an in-depth IGCE report detailing its findings. The IGCE report prepared by the Contractor shall describe the BOE and provide the agency with recommendations based on the findings to assist in decision-making throughout the procurement life cycle. Contractor ma y be required to update the IGCE report as the acquisition progresse s through the different phases of the procurement life cycle.
Contractor shall provide services that may include but are not limited to research and analysis of past purchases of similar products or services, current market value of the products or services, or other agency purchases of similar products and services.
Outputs: IGCEs.
B. Market Research
Category Four – Market Research
Market Research is a necessary step to iden tify available sources to meet the needs of any given solicitation. Market research refers to the examination of available sources to find the available sources of supply which may identify critical business requirement. Due to limited resources or timing, agencies may require the assistance of an outside Contractor to provide necessa ry data to develop a solicitation that will reach the widest distribution possible.
This category of services is for consultation and/or assistance with market research services. Services within this category are as follows:
Market Research Services – Contractor sh all research available suppliers and compare the services and costs of obt aining goods or services from difference providers.
Information gathered shall be provided in a repor t form for use in the development of a competitive solicitation. C ontractor shall provide advice and recommendation for all elements in market research, including approaches, options, strategies, risks, methods, competition, sources, cost, milestone, etc. Research existing Government-wide contracts
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for available products and services. Research available suppliers and compare services and costs of obtaining support from the different providers.
The market research team should consider the following:
The overall budget for the project should be clearly stated and the funding source should be identified prior to commencement of services. The Market Research Plan should be agreed upon by all parties before any commencement of services.
The methodology to be used should be clearly specified and agreed upon by all parties.
The research should have a simplified process.
The target markets shoul d be clearly identified.
The research should be broad enough to capture the largest possible data set. The research should not be overly restrictive.
The research should provide some built-in flexibility that is applicable to industry.
Outputs: Market research documentation.
Category Five – Cost & Pricing Analysis
A Cost & Pricing Analysis conducted before a Request for Proposal (RFP) is released will assist a State in determining how to capture all costs related to a project, determine which method is best for evaluating cost, and if the budget for said project is realistic. Cost & Pricing Analysis is a key component to predic ting the viability of a project. Because of limited resources or timing, agencies may require the assistance of an outside Contractor to assist with a Cost & Pricing Analysis for stakeholder review.
Cost & Pricing Analysis may also be conduct ed after BAFOs are received. And Cost & Pricing Analysis may also be conducted post aw ard for contract renewals, modifications or assistance in determination of termination due to non-compliance with contract terms.
This category of services is for consultation and/or assistan ce with cost & pricing analysis services. Services within this category are as follows:
Cost & Pricing Analysis – Contractor shall assist in developing estimated cost and price elements for the work to be performed to prepare analyses for Stakeholders to make sound decisions on the financial viability of a project.
Cost & Pricing Analysis services shall include, but are not limited to:
Developing plans and alternatives for effective price competition Informing states of impact of budget on technical, contract, and pricing outcomes
Developing approach for State’ s/Stakeholder’ budget planning
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Developing cost proposal solicitation documents to aid states in the development of the RFP
Analyzing contracts/programs to assess price competitiveness Providing alternatives and research for stakeholders
Providing estimates (case-by-cas e based on need of State/Stakeholder). Demonstrating value of RFP and/or new system/product to State/Stakeholder Providing a Make-or-buy analysis
Providing a Go, no-go analysis
Developing and analyzing BAFO requests
Determining that the prices submitt ed by Offerors are acceptable, fair and reasonable
Providing cost analysis during RFP eval uation – services performed to help States/Stakeholders analyze the cost proposals of several vendors to find best value
Developing evaluation support documentation to help States/Stakeholders validate the reasonableness of proposed labor rates as well as indirect rates (fringe, overhead, general and administrative, and materials) Performing independent review of each cost element within an Offeror’s cost proposal
Providing post-award services (contra ct renewals, modifications, assistance in determination of termination if not in compliance with contract terms) Burn Rate Analysis
Analysis of Change Orders & Modifications
Award fee/incentive fee analysis
Closeout payment analysis
Outputs: Cost and pricing analyses.
C. Solicitation & Award
Category Six – Solicitation Review or Preparation
The solicitation document is the official document inviting the vendor community to respond to the needs of the government entity. The solicitation should foster competition and ensure fair and equitable trea tment of interested parties. Competition has multiple levels. Competition exists not only in prices but also in the tec hnical competence of the vendors and in the quality of their products or services. The request for proposal process allows the opportunity for vendors to submit innovative solutions, increasing the Government’s latitude of choice and assuring the reasonableness of costs.
This category of services is for the review and/or development of a solicitation document. Services within this category would be as follows:
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1. Review Services
Contractor shall provide recommendati on to amend/develop any part of the solicitation document to produce correct, clear, and concise obligations of all parties with respect to the needed goods or services. Review services shall include verification, validation, recommendation to improve at minimum the following sections of the solicitation:
Scope of work, statement of work or specifications.
Standard bid/proposal claus es such as bid guarantee, indemnification, intellectual property rights, insurance, etc.
Evaluation criteria.
Bidder/Offeror qualifications.
Proposal format.
Administrative and Techni cal Response Requirements.
Price and Cost sheets.
Contract administration, post award.
Payment terms.
2. RFP Development
Contractor shall develop and prepare the solicitation document, which may be a request for quotes (RFQ), request for proposals (RFP), including two-step process solicitation or any other hybrid solicitation within the syst em of that State. The solicitation shall include all appropriate solicitation terms and conditions applicable Outputs: Solicitations
Category Seven – Source Selection
The nature of the source se lection planning process, t he techniques for obtaining information, the procedures used in eval uation, and the decision-making methods vary from procurement to procur ement. Source selection pl anning entails: preparing to receive bids or proposals, preparing to apply evaluation criteria, and determining standards to select a Contractor. Proposals are often separated into technical and price sections with each evaluated separately. Evaluation may be complex, requiring a panel experts. Some proposal evaluation may require a consultant’s assistance. The Source Selection Plan (SSP) should include: evaluation criteria, evaluation standards, weighting system, screening system, and source selection process.
This category of services is for assistance in preparation of a source selection plan and source selection activities. Services within this category are as follows:
Source Selection – Contractor shall devel op and prepare source selection plans, in accordance with State statute and rules; instruct evaluation team members on roles and responsibilities; act in the c apacity of an advisory role during the evaluation, which may include cost estimating or technical su bject matter expertise; ensure Conflict of
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Interest/Nondisclosure forms are signed; prepare evaluation sheets or score sheets; and prepare draft of source selection decision memorandum.
Outputs: Source Selection Plans (SSP), Evaluation Sheets
Category Eight – Cost Realism Analysis
Cost Realism Analysis is usually conducted after cost proposals have been received in response to a RFP. Cost Realism Analysis may be requested by States to determine if all components of cost have been contemplated from all vendor s. Determining if cost proposals are acceptable and fair will assist States in a successful evaluation and award of a contract which is in the best interest of the State. Cost realism is about the system of logic, the assumptions about the future, and the reasonableness of the historical basis of the estimate. It’s about the estimating information (cost data) that makes up the foundation of the estimate.
This category of services is for consultation and/or assistance with cost realism analysis services. Services within this category are as follows:
Cost Realism – Contractor shall independently review and evaluate specific elements of each Offeror’s proposed cost estimate to determine whether the cost estimate is realistic for the work to be performed; reflects a clear understanding of the requirements; and is consistent with the unique methods of per formance and materials described in the Offeror’s technical proposal. Cost realis m analysis is conducted by evaluating the supportive data that form the bases of the i ndividual elements of cost to determine probable cost of the performanc e. The probable cost shall be used for the purposes of evaluation to determine the best value. The probable cost is determined by adjusting each Offeror’s proposed cost, and fee when appr opriate, to reflect any additions or reductions in cost elements to realistic leve ls based on the results of the cost realism analysis.
Probable Cost Estimate: is the Purchasing Entity's estimate of what it will cost for the Offeror to complete the contract based on t he Purchasing Entity's evaluation of the offeror's technical proposal and proposed costs. This estimate is complimentary with and must be performed in conjunction with all cost realism analyses and is a principal product of the Purchasing Entity in the source selection evaluation process.
Cost Realism services shall include, but are not limited to:
Determining the Offeror’s price is realistic for the work proposed Understanding and implementati on of contract risk factors Developing a Purchasing Entity’s probable cost estimate Conducting cost to te chnical realism analysis
Outputs: Cost realism analyses.
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D. Contract Management
Category Nine - Contract Development/Contract Formation
The goal of contract development is to reduce in writing contract goals, contract type and contract elements. Identification of cont ract goals include the de scription of goods or services; delivery information (if applicable); pr otection of the financia l interests of the agency; and any potential areas of dispute such as defining acceptance, handling wrong product, delays, personality conflicts, breach, payment or changes in a contract. The goals also include change order procedures.
Contractor shall provide assistance to t he government entity in the formulation of the contract between the awarded vendor and government entity.
This category of services is for consultation and/or assist ance with contract development. Services within this category are as follows:
Contract Development
Requirements of the contractor, and/or their sub-contractor will include:
A general working knowle dge of each individual state’s procurement rules and regulations.
A general working knowle dge of the entity’s General Terms and Conditions. Appropriate staff with the level of experience to handle the different needs or difficulties of the contract.
To be able to work with t he state entity to develop a schedule for completion of the contract.
Must have existing legal staff available to vet the contract for each entity’s legal requirements.
Must be able to interact with the awarded vendor’s attorney to produce a contract that is amicable to both parties.
Must be able to format the cont ract to the entity’s preference. Must provide pricing for the different levels of staffing that will provide service. Will be required to be available to handle and supplemental agreements or legal issues that arise out of the formation of the contract for the duration of the contract.
Outputs: Contract documentation.
Category Ten – Contract Management
63TContract management refers to post-award type activities, such as contract implementation, contract administration, measurement of work completion and payment computation. 63TMoreover, it involves the monitoring of a contract, making important
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changes and modifications to the contract and dealing with related problems. Activities in contract management facilitate a positive working relationship between the government customer, procurement staff, and the contractor for the successful implementation of the contract award. Acquisition consultants can assist the government procurement staff and program managers in various capacities of administrati on and facilitation with the contractor, not including any inherent governmental duties.
Services within this category are as follows:
1. Contract Administration
Manage the relationship between the Cont ractor and end user, including the monitoring contract fulfillment on the part of government agencies. Development of the Contract Administration Plan (CAP) which will define how the contract will be administered. Monitor contractor compliance with terms of the contract, including site visits and labor interviews.
The CAP provides a mechanism to rec oncile the various contract documents and the order of precedence into a management tool that can be used to focus and govern implementation activities. The plan itself will vary based on the complexity, risk, and scope along with the requirements of each contract. In many cases a CAP should only be developed for high-risk or highly complex procurements. The frame of the plan should focus on the Who, What, When, Where, and How of contract administration. CAPs generally address a common set of topics, with particular emphasis on process, output and outcome. In government contract management, there may be less emphasis on the “process” the contractor uses to achieve the goals of the contract than of the achievement of the expected outputs and outcomes.
While Contract Administration Plans gener ally share a similar structure, the inclusion of each topic into the CAP sh ould be chosen based on necessity rather than out of formality. Contract Administration Plan topics may include:
Project description
Period of performance
Schedule, critical milestones and/or delivery dates
Critical path tasks and deliverables
Roles and responsibilities
Data and reporting
Inspection and acceptance
Personnel requirements
Testing
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Warranty provisions
Watch list items
Special terms and conditions
Insurance
Process for managing change and issue resolution
Outputs: Performance Workplan or CAP; Documentation of Contract Performance such as Observation Record, Compliance Record, Disc repancy Record, Unsatisfactory Performance Report, Summary Evaluation Report, Contractor Status Report.
2. Vendor Performance Plan Development/Review
The Contractor shall have experience dr afting comprehensive plans outlining the agency and vendor responsibilities and re quirements in an easy to understand document. The plan must describe processes needed and recommend tools that will guide the contracting agency through the vendor performance evaluation. The plan shall include, but not be limited to, how to:
Improve communication between buyers and vendors regarding performance Encourage better performance and acc ountability through incentives and penalties
Enable performance analysis through Key Performance Indicators (KPI) and benchmarking
Capture performance data
Identify strategic prio rities and set targets
Capture performance data
Meet strategic prioriti es and improve programs
The plan shall include the method for scoring and weighting the evaluation criteria and how scores shall be tied to an award or incentive fee determination along with penalties. The plan shall explain how Contractors must receive evaluation criteria, be informed of their performance during t he contract, be debriefed at the end of the contract and deal with appeals.
3. Contract Modifications
Assist in the preparation of incentive and award fees. Incentive fees are typically dependent upon the performance over a given period and are usually taken in relation to a benchmark index. Award fees provides an additional profit or fee amount that may be awarded, in whole or in part, based upon periodic evaluations of ongoing contract or performance. Assist in review of directed changes, formal
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changes to the original contract resulting from the buyer’s actions or directions that impact the cost or schedule for performance. Determine if a constructive change has occurred, that is, any action or inaction on the part of the agency that have not been made through a formal change order, which causes the Contractor to perform additional work outside the scope of the original contract. Contractor can assist government procurement staff and program managers in review and recommendation to make the appropriate contract modification.
Outputs: Award or incentive fee determinations; contract modification determination.
E. Completion & Closeout
Category Eleven – Vendor Performance Evaluation Program
Contract closeout involves several activities . Unlike a purchase order where receipt of the items ordered and s ubsequent payment constitute closure, a contract requires documentation to the contract f ile that includes a written r eport with the description and analysis of the Contractor’s performance. A quality vendor performance review (aka performance evaluation) assesses how the vendor is performing against Key Performance Indicators (KPI)’s and Service Level Agreements (SLA)’s established in the vendor’s contract. However, it can also show non-contractual performance issues, such as incidents that aren’t measured by a service level.
This category for services is for the assistance in the development and implementation of a Vendor Performance Evaluat ion Program. This does not include vendor performance evaluation for construction contracts. Services within this category are as follows:
Evaluation Program
The contractor shall understand and have insi ghts into the requirements needed to develop a vendor performance evaluation program. The contractor shall work with the contracting agency to determine information t hat is useful in creating a vendor performance evaluation to include, but not limited to:
When the vendor performance evaluatio n is needed and how often it should be measured.
The KPI’s, such as contract complia nce, customer satisfaction, cost competitiveness, cost control, continuous improvements, and timeliness should be clearly identified along with formulation of templates for the evaluation which shall become standardized.
Output: Key Performance Indicators, Vendor Performance Evaluation Program
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F. Other Services
Category Twelve – Procurement Policy
Procurement planning is part of the annual budgeting process. Each departmental head is responsible for planning his/her project’s estimated procurement needs on an annual basis through the use of the annual procurement plan (APP), which indicates the items to be bought in the various quarters of the year.
Services within this category are as follows:
Procurement Policy Writing – C ontractor shall assist in developing a high-level overall plan embracing the general goals and accept able procedures as it relates to the expenditure of governmental funds
Procurement Policy services shall include, but not be limited to, writing procedures for:
Appointing and paying consultants
Appointing and payi ng temporary staff
Appointing and paying casual workers
Procurement planning for good and services
Vendor Selection, to include:
o Selection criteria
o Use of dealers and sole suppliers
o Recurring purchases
Procurement Processes
Procurement Controls
Outputs: Policy analysis and briefings. Policy guides and handbooks.
Category Thirteen – Category Management
Category management is a strategic approac h to purchasing that allocates a government’s procurement resources into specific categories of spending to be analyzed by category managers and aligned with the ma rketplace through in-depth spend and market analyses.
The main objective of Cat egory management is to build efficiencies and maximize purchasing decisions across the agency by reducing duplication in the contracting process; better leveraging the government’ s buying power, and promoting the use of innovative and best in class solutions.
By consolidating purchases into main ar eas of spend, category management serves to move the government away from managing purchases and evaluating prices individually across multiple purchasing units to more directly managing entire categories of common spend to deliver better value for the entire agency.
This category for services is for the assistance in development and implementation
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of an action plan for Category Management or Product and Service Catalogs. If not available in-house, the acti on plan development or implem entation by a subject-matter- expert shall be obtained/contracted by the aw arded contractor(s) for this category.
Services within this category are as follows:
1. Data analysis
The Contractor shall have knowledge of principles and practices in public procurement including category managemen t and have a clear understanding of various types of commodities and government services. Contractor shall be well versed in data analysis including the collecting of historical procurement data and analyzing agency spend data and procurement needs. The contractor shall also conduct in depth spend analysis using the agency’s existing code structure (NIGP, NAICS, UNSPC or other). If no code st ructure exists, the vendor will help to consolidate minor categories and identify major categories of spending.
2. Supplier analysis
The Contractor shall have in-depth k nowledge of the supplier marketplace and current economic conditions. The contract or will conduct market analysis to align the identified major categories of spending with the marketplace. Suppliers in the marketplace will be analyzed on their market share, historical changes and overall business health. Emphasis will be put on i dentifying suppliers that are looking to gain market share and can be leveraged fo r best prices; and identifying overlaps in suppliers to consolidate categories.
3. Action plan development
The Contractor shall have experience de veloping specifications and scopes of work aimed at creating efficiencies and reducing costs, developing and executing procurement strategies, driving process improvements and effect ively instituting key performance metrics. The contractor shall develop, draft and assist in the execution of an action plan that details the findings of the data and supplier analyses and provide recommendations for implementing category management organization/agency-wide. Action plans should be inclusive of procurement organization and process changes, including timelines and flow charts of how the organization will move from its existing purchasing structure into a category management structure.
The action plan shall include but not be limited to:
The purpose, strategic mission and vision associated with the new organization direction and structure of the organization/agency.
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The development of an ongoing pr ogram to analyze purchasing trends, develop options to reduce costs, improve timely delivery, and enhance the purchasing agencies supplier management strategies, including; performance tracking, benchmarking and planning for future category adjustments.
The development of a system by which the agency can monitor and track spending data including but not limited to information pertaining to what the agency buys, who it buys it from and what it pays.
The step by step walkthrough and ex planation of requirements for a phased in approach to reorganizing the existing workforce and hiring additional employees to successfully implement a Category Management organization/agency/office structure.
4. Organizational restructure
The contractor shall have knowledge of staffing and management practices as it relates to structuring and organizing a workforce for Category Management. The contractor will be responsible for ident ifying, communicating and working with stakeholders to identify category managers, category workforce and acquisition workforce. As these stakeholders are identified, the contractor shall collaborate to share the knowledge of t he analyses, create insights and trainings designed to serve all stakeholders and align staff with the strategic vi sion. The contractor will assist in overseeing all hiring and m anagement decisions during implementation to ensure that staffing choices align with the Category Management structure. The contractor will assist in the development of staff evaluations designed to encourage performance and competency within the organization/agency. Upon completion of the restructuring the contractor s hall conduct “a lessons learned” and benchmark/milestones presentation to empower the organization/agency to move forward without the need of continuing assistance or consultation.
5. Product and Service Catalogs
The contractor shall have knowledge and ex perience in e-sourcing and strategic sourcing, including the building of catalogs to consolidate purchasing categories and create ease of access for purchasing agenc ies. The Contractor shall follow the steps for category m anagement including data and supplier analysis and the creation of an action plan designed for the implementation of organization/agency wide electronic catalog services. The contractor may assist in the development of specifications and evaluation metrics for selecting an appropriate e-catalog provider. The contractor shall also a ssist in the creation of data collection procedures to track catalog purchases and consolidate catalog categories.
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The Contractor shall assist in the planning and implementation of a Category Management procurement process and structure. This effort including assisting in data and supplier analysis as well as the restructuring and staffing of the workforce needed to meet the need of a Category Management system. The contractor may rely on third party tools, methods and best practices to properly empower the contract ed organization. All information and insights gathered including the best perceived path forward will be summarized in an action plan, the overarching document for this category that explains all necessary steps to move forward. After the delivery and acceptance of the action plan, the contractor may assist agencies in implementing the changes proposed, including, but not limited to, establishing measurements to track and grow the categories. This includes coming up with benchmarks, projecting future opportunities for efficiencies and category streamlining, creating dashboards and data analytic tools to track the progress of category spend against the ben chmarks and creating supplie r performance metrics to evaluate suppliers as the categories mature.
Organizations/Agencies may cont ract through this category for the development of a Product and Services Catalog. The catalog service can be contracted as a stand-alone service or in addition to the Category Managem ent system. Contractors shall deliver an action plan similar to that required for Category Management outlining the steps needed to implement an online Catalog. After deliv ery and acceptance of the action plan, the contractor may assist in the implementation of the Product and Services Catalog including but not limited to the acquisition of required software and the rollout of the Catalog to the vendor community.
Outputs: Action Plan, Dashboards and other Data Tracking Tools, Product and Services Catalog
V. Administration of Orders
A. Ordering
Order procedures shall be mandatory for State of Hawaii Purchasing Entities as provided in the Part icipating Addendum and Hawaii State Procurement Office (SPO) Vendor List Contract No. 19-19, and those procedures apply in the event of conflict with this section.
1. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
2. Purchasing Entities may define project-specific requirements and informally compete the requirem ent among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to
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the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
3. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
4. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment doc ument under the law of the Purchasing Entity.
5. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
6. All Orders pursuant to this Master Agreement, at a minimum, shall include:
a. A description of the services or supplies being delivered; b. The place and requested time of delivery;
c. A billing address;
d. The name, phone number, and address of the Purchasing Entity representative;
e. The price per hour or other pricing elements consistent with this Master Agreement and the Contractor’s proposal;
f. A ceiling amount of the order for services being ordered; and g. The Master Agreement identifier.
7. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office , or to such other individual identified in writing in the Order.
8. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are conti ngent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. And all fees shall be paid, as applicable, even after the Master Agreement has been terminated or expired.
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9. Notwithstanding the expiration, canc ellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outst anding at the time of such expiration or terminati on. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite qu antity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expirati on or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
B
. Shipping and Delivery
1. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destinati on, freight pre-paid, with all transportation and handling charges paid by the Contractor.
Responsibility and liability for lo ss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligat ions. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified am ount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
2. All deliveries will be “Inside De liveries” as designated by a representative of the Purchasing En tity placing the Order. Inside Delivery refers to a delivery other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the fr eight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to notify the Purchasing Entity placing the Order immediately.
3. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges.
Cases shall be of durable constr uction, good condition, properly labeled and suitable in every re spect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.
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C. Services – Purchasing Entity Furnished Materials and Facilities
1. Facilities, Supplies and Services - Work may be performed at a Purchasing entity provided facility, digital or telework (offsite). Basic facilities such as work spac e and its associated operating requirements (i.e., phones, desks, utilities, information technology, consumable and general-purpose office supplies) may be provided while working in a Purchasing Entity facility.
2. Information - The Purchasing En tity may provide information, material and forms unique to the Pu rchasing Entity for supporting the task. All Purchasing Entity unique information related to a requirement, which is necessary for Contractor performance, may be made available to the Contract or. The Purchasing Entity will identify the point of contact fo r identification of any required information to be supplied by the Purchasing Entity.
3. Documentation - All existing docum entation, relevant to a task accomplishment, may be made avail able to the Contractor. The Contractor will be required to prepare documentation in accordance with defined guidelines provided by the Purchasing Entity.
D. Travel
The Contractor may be required to travel in performance of orders issued under this contract.
Contractor shall be reimbursed actual cost of all travel conducted while providing the services in accor dance with statements of work and respective Purchasing Entities’ regulations. Allowable travel and State per diem charges will be agreed upon at the time work is requested. Thus, all travel shall be pre-approved.
The Contractor shall perform all travel necessary to accomplish the tasks contained in a task order. At a minimum, the Contractor shall be prepared to travel in conjunction with studies, contractor site visits, and to provide support at Purchasing Entity meetings . All travel requi rements shall be approved in advance by the Purchasing Entity. The Contractor shall be responsible for making all travel arrangements.
Costs for transportation may be based upon mileage rates, actual costs incurred, or a combination thereof, provided the method used results in a reasonable charge. Travel costs sha ll be considered reasonable and allowable only to the extent that they do not exce ed, on a daily basis, the maximum State per diem rates in effect at the time of the travel.
If the additional expenses are not justified and approved by the
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Participating Agency, Contractor will be responsible for paying the difference.
E. Training
The Purchasing Entity may provide the Contractor with appropriate training that is directed by the Purchasing Entity and for Purchasing Entity “unique/non-commercial systems.”
F. Quality Control
The Contractor shall provide quality services/products and management oversight of all processes. The C ontractor shall provide accurate data/reports and meet task order obj ectives, with emphasis on overall success and positive impact to the acquisition program and organizational mission. The Cont ractor shall provide for the management and support of personnel, to include training, guidance, and supervision of qualified personnel to accomplish the task order.
G. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.
H. Inspection and Acceptance
1. Where the Master Agreement or an Order does not otherwise specify a process for Inspection and Acceptance, this section governs. This section is not intended to lim it rights and remedies under the applicable commercial code.
2. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor sha ll provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement.
Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goo ds may be revoked in accordance with the provisions of the applic able commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.
3. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services
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again in conformity with contract r equirements, at no increase in Order amount. When defects cannot be corrected by re-
performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce t he contract price to reflect the reduced value of services performed.
4. The warranty period shall begin upon Acceptance.
I. Payment
Payment after Acceptance is normally made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent pe r month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
J. Warranty
Warranty provisions govern where s pecified elsewhere in the documents that constitute the Master Agreemen t; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identif ied in the solicitation or for which the Purchasing Entity has relied on t he Contractor’s skill or judgment, (d) the Product is designed and manufactur ed in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the r epaired and/or replaced Pr oduct proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.
K. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security intere sts. Transfer of title to the Product shall include an irrevocable and per petual license to use any Embedded
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Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasin g Entity shall have the right to transfer the license to use the Em bedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.
L. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasi ng Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible m edia or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.
VI. Labor Categories and Hourly Rates
A. Minimum Qualifications
1. Labor categories shall exhibit the following qualities:
a. Proficiency in MS Office (Word, Excel, PowerPoint and Outlook).
b. Effective oral and written communication skills.
c. Ability to work independently or in a team environment. d. Exhibit a high degree of profe ssionalism in the production of deliverables and in interactions with fellow employees and client personnel.
2. Selected Labor Categories are cons olidations and serve multiple specialties that fulfill the needed services in the acquisition lifecycle.
3. The Minimum Qualifications are not intended to be exhaustive or all inclusive. They are intended to a llow placement of appropriately skilled personnel.
4. Additional duties may also be included per Labor Categories that are not specifically listed, (i.e., Other duties as assigned).
5. Exhibit 1 provides minimum qualifications expected of each labor category when a Purchasing Entity contracts for acquisition support services.
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B. Hourly Rates
1. Hourly rates are fully-burdened rates inclusive of all cost factors, (e.g. direct labor, indirect labor, G&A, and profit), excluding travel price per labor category and other Purchasing Entities’ taxes, i.e. sales tax or general excise tax.
2. Hourly rates shall remain the same during the base period (two years).
3. Hourly rates, in optional periods, were allowed to be adjusted at no more than a 2% inflation rate. See Exhibit 2 for Contractor’s labor category hourly rates.
4. All rates shall be guaranteed for eac h year as part of the Master Agreement. Requests for price adjustment, other than the adjusted price offered (See Exhibit 2), shall not be considered.
C. Off-site vs. On-site
1. Off-site means the Contractor’s Place of Work
2. On-site means the Government (any state or political subdivision) Place of Work
VII. General Provisions
A. Insurance
1. Unless otherwise agreed in a Partic ipating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s op tion, result in termination of its Participating Addendum.
2. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
a. Commercial General Liability covering premises operations, independent contractors, products and completed
operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;
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b. Automobile Liability $1,000,000 per accident
c. Professional Liabil ity $1,000,000 per claim
$2,000,000 aggregate
Professional Liability shall be required fr om Contractors or subcontractors providing professional services requiring a license to conduct its business such as an engineer, architect, accountant, lawyer, information technology services etc.
Each insurance policy required by this contract (with the exception of the Professional Liability policy), including a Subcontractor’s policy, shall contain the following clauses:
1) "The Purchasing Entity is added as an additional
insured as respects to operations performed for the
Purchasing Entity."
2) "It is agreed that any in surance maintained by the
Purchasing Entity will apply in excess of, and not
contribute with, insurance provided by this policy."
d. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance
requirements.
e. A Waiver of Subrogation shall apply to the General Liability, Automobile Liability and Worker’s Compensation insurance policies and shall be in favor of the Purchasing Entity.
3. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expi ration, nonrenewal or expiration otherwise may occur.
4. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or ot her documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additi onal insureds, (2) provides that written notice of cancellation sha ll be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, wit h any liability insurance of any
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Participating State as secondary and noncontributory. Unless otherwise agreed in any Particip ating Addendum, other state Participating Entities’ rights and C ontractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
5. Contractor shall furnish to the Lead St ate copies of certificates of all required insurance in a form suffici ent to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insuranc e shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participat ing Entity, result in this Master Agreement’s termination or the te rmination of any Participating Addendum.
6. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
B. Records Administration and Audit
1. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Co mptroller General), and any other duly authorized agent of a government al agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final pa yment for any order placed by a Purchasing Entity against this Agreement, whic hever is later, or such longer period as is required by the Purchas ing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
2. Without limiting any ot her remedy available to any governmental entity, the Contractor shall re imburse the applic able Lead State, Participating Entity, or Purchas ing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or
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underpayment of fees found as a result of t he examination of the Contractor’s records.
3. The rights and obligations herein exist in addition to any quality assurance obligation in the Ma ster Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
C. Confidentiality, Non-Disclosure, and Injunctive Relief
1. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of prov iding a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confident ial obtained by Contractor or its employees or agents in the perform ance of this Master Agreement, including, but not necessarily limit ed to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”). Any reports or other documents or items (including software) that result fr om the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obt ained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
2. Non-Disclosure. Contractor sha ll hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, a ssign, license, market, transfer or otherwise dispose of, give, or discl ose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confident ial. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any
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Confidential Information. With out limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead St ate immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Pu rchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that em body Confidential Information.
Notwithstanding the for egoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
3. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchas ing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessa ry for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
5. The rights granted Purchasing Entiti es and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identif y the entity/customer, Order dates, line item descriptions and volumes, and prices /rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exer cising an audit, inspection, or examination pursuant to section 23. To the ext ent permitted by law, Contractor shall notify the Lead State of the identify of any entity seeking access to the Confidential Information described in this subsection.
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D. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.
E. Assignment/Subcontracts
1. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate res ponsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
2. The Lead State reserves the right to assign any rights or duties, including written assignment of c ontract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties.
F. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within ten (10) calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal.
The Contractor agrees to propose replacement key personnel having substantially equal or better educati on, training, and ex perience as was possessed by the key pers on proposed and evaluated in the Contractor’s proposal.
G. Independent Contractor
The Contractor shall be an independent c ontractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities , or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
H. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prio r to the effective date of the cancellation. Further, any Participati ng Entity may cancel its participation upon thirty (30) days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnifica tion by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in associ ation with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement
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as a result of Contractor default may be immediate.
I. Force Majeure
Neither party to this Master Agreem ent shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successf ul performance of the Master Agreement.
J. Defaults and Remedies
1. The occurrence of any of the following events shall be an event of default under this Master Agreement:
a. Nonperformance of contractual requirements; or
b. A material breach of any term or condition of this Master Agreement; or
c. Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or
d. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
e. Any default specified in another section of this Master Agreement.
2. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of fifteen (15) calendar days in which Contractor shall hav e an opportunity to cure the default. The Lead State shall not be required to pr ovide advance written notice or a cure period and may immediately te rminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allow ed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.
3. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
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a. Exercise any remedy provided by law; and
b. Terminate this Master Agr eement and any related Contracts or portions thereof; and
c. Impose liquidated damages as provided in this Master Agreement; and
d. Suspend Contractor from being able to respond to future bid solicitations; and
e. Suspend Contract or’s performance; and
f. Withhold payment until the default is remedied.
4. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notic e of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in it s Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
K. Waiver of Breach
Failure of the Lead State, Participati ng Entity, or Purc hasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Mast er Agreement or Partic ipating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participati ng Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be constr ued or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
L.
Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a
ATTACHMENT A
47 | Page
Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
written explanation for review by the Lead State.
M. Indemnification
1. The Contractor shall defend, i ndemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), Partici pating Entities, and Purchasing Entities, along with their officers , agents, and employees as well as any person or entity for which they may be liable, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from act(s) , error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement.
2. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative
Purchasing Organization LLC (doing business as NASPO
ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Proper ty rights ("Intellectual Property Claim") of another person or entity.
a. The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
1) provided by the Contractor or the Contractor’s
subsidiaries or affiliates;
2) specified by the Contractor to work with the Product; or
3) reasonably required, in order to use the Product in its intended manner, and the infringement could not have
been avoided by substituting another reasonably
available product, system or method capable of
performing the same function; or
4) It would be reasonably expected to use the Product in combination with such product, system or method.
ATTACHMENT A
48 | Page
Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
b. The Indemnified Party shall not ify the Contractor within a reasonable time after receivin g notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contra ctor can demons trate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. The Indemnified Party, however, must consent in writ ing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such
defense. If the Contractor fa ils to vigorously pursue the defense or settlement of the In tellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Pa rty in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any lim itations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.
N. No Waiver of Sovereign Immunity
In no event shall this Master Agreem ent, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
O. Governing Law and Venue
1. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and admini stering the procurement. The construction and effect of the Master Agreement after award shall be
ATTACHMENT A
49 | Page
Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
governed by the law of the state serving as Lead State. The construction and effect of any Pa rticipating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Part icipating Entity’s or Purchasing Entity’s State.
2. Unless otherwise specified in th e RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead Stat e. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Mast er Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
3. If a claim is brought in a federal forum, then it mu st be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of pr iority): the Lead State for claims relating to the procurement, eval uation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
P. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Pa rticipating Entity who is a state any claim for relief or cause of action wh ich the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participat ing Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
Q. Contract Provisions for Or ders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of F ederal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal f unds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These feder al requirements may be proposed by Participating Entities in Participat ing Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
R. Leasing or Alternative Financing Methods
The procurement and other applicable la ws of some Purchasing Entities
ATTACHMENT A
50 | Page
Procurement of Acquisition Support Services (PASS), RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
may permit the use of leasing or al ternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.
ATTACHMENT A
THEPARTIESHERETOHAVEEXECUTEDTHISMASTERAGREEMENT
*PersonssigningforContractorherebyswearandaffirmthattheyareauthorizedtoacton Contractor’sbehalfandacknowledgethattheLeadStateisrelyingontheirrepresentationsto thateffect.
CONTRACTORSTATEOFHAWAII
CivicInitiatives,LLCSarahAllen,Administrator
StateProcurementOffice
_______
DepartmentofAccountingandGeneral
By:Services
Title:c‘p’1
_____By:
SarahAI,Administratorand
*signatureChiefProcurementOfficer
Date:
_____________
Date:
___________
APPROVEDASTOFORM:
DeputyAttorneyGeneral
511Page ProcurementofAcquisitionSupportServices(PASS),REP-I8-002-SW,NASPOValuePointMaster AgreementTermsandConditions
ATTACHMENT A
1 Acquisition Support Services RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions Exhibit 1 – Labor Category Minimum Qualifications
LABOR CATEGORIES
Labor Category Minimum Qualification(s)
Program Director
(Key Personnel)
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Ten or more years of progressive experience in managing significant projects and processes.
Must have the ability to manage and direct large and co mplex project tasks covering contract administration which may include acquisition planning, RFP/IFB preparation, market research, cost and price analysis, evaluation of performance, contract termination, and contract closeout.
Ability to research and define multiple project scopes, schedules, and targets. Provides expert advice and guidance to agency senior level staff members.
Preferred Qualifications
Project Management certification
Master’s Degree or higher
Program Manager
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Eight or more years of providing manage ment for multiple projects/tasks and ongoing operational efforts
Must have the ability to provide technical knowledge on the effectiveness and efficiency of government programs.
Able to apply advanced or specialized knowledge of the nature of agency programs and activities, agency policies and objectives
Possessing the analytical and evaluative methods and techniques for asses sing program development and execution.
Preferred Qualifications
Project Management certification
Master’s Degree or higher
ATTACHMENT A
2 Acquisition Support Services RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions Exhibit 1 – Labor Category Minimum Qualifications
LABOR CATEGORIES
Labor Category Minimum Qualifications(s)
Subject Matter
Expert III
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Fifteen (15) or more years of progressive experience and possess extensive knowledge when advising on large and high complex project/programs. Must have the ability to analyze project requirements and develop strategic solutions and plans to meet agency’s needs.
Able to provide highly technical and specialized guidance concerning solutions to complex problems.
Demonstrates executive decision-making skills and judgment. Applies principles and methods of the subject matter to specialized solutions.
Preferred Qualifications
Project Management certification
Master’s Degree or highe
r
Subject Matter
Expert II
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Eight (8) or more years of progressive experience and possess extensive knowledge when advising on large and high complex project/programs. Must have the ability to analyze project requirements and develop strategic solutions and plans to meet agency’s needs.
Able to provide highly technical and specialized guidance concerning solutions to complex problems.
Demonstrates executive decision-making skills and judgment. Applies principles and methods of the subject matter to specialized solutions.
Preferred Qualifications
Project Management certification
Master’s Degree or highe
r
Subject Matter
Expert I
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Five (5) or more years of progressive experience
Must have the ability to analyze project requirements and develop strategic solutions and plans to meet agency’s needs.
Able to provide highly technical and specialized guidance concerning solutions to complex problems.
Applies principles and methods of the subject matter to specialized solutions.
Preferred Qualifications
Project Management certification
Master’s Degree or highe
r
ATTACHMENT A
3 Acquisition Support Services RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions Exhibit 1 – Labor Category Minimum Qualifications
LABOR CATEGORIES
Labor Category Minimum Qualifications(s)
Acquisition
Support Specialist
III
(Key Personnel)
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Eight (8) or more years of providing a broad range of complex acquisition management support services.
Must have the ability read and interpret each State’s acquisition policy, regulations, and directives and apply those interpretations fully and legally to all activities described in the Statement of Work (SOW.)
Able to analyze cost and pricing data, assistance in proposal evaluations, and assistance in preparing contract negotiations.
Preferred Qualifications
Certification from a nationally recognized organization such as NCMA, UPPCC or DAU.
Master’s Degree or higher in Business Administration, Business Law, or Public Administration
Acquisition
Support Specialist
II
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field.
Five (5) or more years of providing a broad range of complex acquisition management support services.
Must have the ability read and interpret each State’s acquisition policy, regulations, and directives and apply those interpretations fully and legally to all activities described in the Statement of Work (SOW.)
Able to analyze cost and pricing data, assistance in proposal evaluations, and assistance in preparing contract negotiations.
Preferred Qualifications
Certification from a nationally recognized organization such as NCM, UPPCC or DAU.
Master’s Degree or higher in Business Administration, Business Law, or Public Administration
Acquisition
Support Specialist I
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Three (3) or more years of providing a broad range of complex acquisition management support services.
Must have the ability read and interpret each State’s acquisition policy, regulations, and directives and apply those interpretations fu lly and legally to all activities described in the Statement of Work (SOW.)
Able to analyze cost and pricing data, assistance in proposal evaluations, and assistance in preparing contract negotiations.
Preferred Qualifications
Certification from a nationally recognized organization such as NCMA, UPPCC or DAU.
Master’s Degree or higher in Business Administration, Business Law, or Public Administration
ATTACHMENT A
4 Acquisition Support Services RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
Exhibit 1 – Labor Category Minimum Qualifications
LABOR CATEGORIES
Labor Category Minimum Qualification(s)
Analyst II
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Five (5) or more years of relevant experience in developing and applying analytic methodologies.
Ability to lead the application of analytic te chniques and assist in defining the project objectives, methodologies, and principles.
Perform a wide variety of analytical tasks with the continuous improvement of processes, personnel, organization, system, or training.
Preferred Qualifications
Business Data Analytics Certificate, Co st Estimator/Analyst Certification, CPA License
Master’s Degree
Analyst I
Must have at a minimum:
Bachelor's Degree or higher from an accredited college or university in a related field. Three (3) or more years of relevant experience in developing and applying analytic methodologies.
Ability to lead the application of analytic te chniques and assist in defining the project objectives, methodologies, and principles.
Perform a wide variety of analytical tasks with the continuous improvement of processes, personnel, organization, system, or training.
Preferred Qualifications
Business Data Analytics Certificate, Cost Estimator/Analyst Certification, CPA License
ATTACHMENT A
CIVIC INITIATIVES, LLC
Labor Categories
Fully
Burdened
Hourly
Rate -
Off-site
Fully
Burdened
Hourly Rate -
On-site
Fully
Burdened
Hourly Rate
-
Off-site
Fully
Burdened
Hourly Rate -
On-site
Fully
Burdened
Hourly
Rate -
Off-site
Fully
Burdened
Hourly Rate -
On-site
Fully
Burdened
Hourly
Rate -
Off-site
Fully
Burdened
Hourly Rate -
On-site
Program Director $ 215.00 $ 230.00 $ 219.30 $ 234.60 $ 223.69 $ 239.29 $ 228.16 $ 244.08 Program Manager $ 170.00 $ 185.00 $ 173.40 $ 188.70 $ 176.87 $ 192.47 $ 180.41 $ 196.32 Subject Matter Expert III $ 195.00 $ 210.00 $ 198.90 $ 214.20 $ 202.88 $ 218.48 $ 206.94 $ 222.85 Subject Matter Expert II $ 170.00 $ 185.00 $ 173.40 $ 188.70 $ 176.87 $ 192.47 $ 180.41 $ 196.32 Subject Matter Expert I $ 140.00 $ 155.00 $ 142.80 $ 158.10 $ 145.66 $ 161.26 $ 148.57 $ 164.49 Acquisition Support
Specialist III $ 170.00 $ 185.00 $ 173.40 $ 188.70 $ 176.87 $ 192.47 $ 180.41 $ 196.32 Acquisition Support
Specialist II $ 140.00 $ 155.00 $ 142.80 $ 158.10 $ 145.66 $ 161.26 $ 148.57 $ 164.49 Acquisition Support
Specialist I $ 105.00 $ 120.00 $ 107.10 $ 122.40 $ 109.24 $ 124.85 $ 111.43 $ 127.35 Analyst II $ 120.00 $ 135.00 $ 122.40 $ 137.70 $ 124.85 $ 140.45 $ 127.35 $ 143.26 Analyst I $ 95.00 $ 110.00 $ 96.90 $ 112.20 $ 98.84 $ 114.44 $ 100.82 $ 116.73 Off-site
On-site
Note:
Exhibit 2 - Hourly Labor Rates
Offeror's Place of Work
Government (any state or political subdivision) Place of Work At minimum, Contractor shall honor prices noted for each labor category, on-site or off-site, in each period.
Definitions:
Base Period: Year 1 and 2 Optional Period: Year 3 Optional Period: Year 4 Optional Period: Year 5 Procurement of Acquisition Support Services (PASS) RFP-18-002-SW, NASPO ValuePoint Master Agreement Terms and Conditions
ATTACHMENT A
Exhibit 3 - SAMPLE NASPO VALUEPOINT DETAILED SALES DATA REPORT Field Name Field Description
VENDOR NAME The awarded Contractor's name
VENDOR CONTRACT NUMBER Lead State assigned contract number (using Lead State’s numbering protocol) STATE State postal abbreviation code (Alaska = AK, Missouri = MO, etc.)
CUSTOMER TYPE (SEGMENT)
State Gov't, Education-K12, Education-HED, Local Gov't, Medical, Other - are acceptable segments. [determined by industrial practice for each contract - uniform for each contract] BILL TO NAME Customer (agency) Bill to name
BILL TO ADDRESS Customer (agency) Bill to address
BILL TO CITY Customer (agency) Bill to city
BILL TO ZIPCODE Zip code in standard 5-4 format [standard 5 digits is acceptable, formatted as a zip code] ORDER NUMBER Vendor assigned order number
CUSTOMER PO NUMBER Customer provided Purchase Order Number CUSTOMER NUMBER Vendor assigned account number for the purchasing entity
ORDER TYPE
Sales order, Credit/Return, Upgrade/Downgrade, etc. [determined by industrial practice for each contract - uniform for each contract]
PO DATE (ORDER DATE) (mm/dd/ccyy)
INVOICE DATE (mm/dd/ccyy)
INVOICE NUMBER Vendor assigned Invoice Number
CATEGORY NUMBER Category number of purchased services
CATEGORY DESCRIPTION Description of purchased services
LABOR CATEGORY Title of Labor Category
NASPO ValuePoint PRICE NASPO ValuePoint Price- US Currency ($99999.999) - Labor category hourly price NUMBER OF HOURS Total number of hours
TOTAL PRICE Extended Price (hourly price multiplied by the hours invoiced) - US Currency ($999999999.999) NASPO ValuePoint ADMIN FEE Administrative Fee based on Total Price - US Currency ($999999.999) Procurement of Acquisition Support Services (PASS) RFP-18-18-002-SW NASPO ValuePoint Master Agreement Terms and Conditions
ATTACHMENT A
Exhibit 3 - SAMPLE NASPO VALUEPOINT DETAILED SALES DATA REPORT Contra
ctor: Quarter:
Vendor Name
Vendor
Contract
Number State
Customer
Type
Bill to
Name
Bill to
Address Bill to City
Bill to
Zipcode
Order
Number
Customer
PO Number
Customer
Number Order Type PO Date
Invoice
Date
Invoice
Number
Category
Number
Category
Description
Labor
Category
NASPO
ValuePoint
Labor
Category
Price
Number of
Hours Total Price Admin Fee
Ameda, Inc. CA-12345 CA Local Gov't A37565 COUN725 EAST SA SAN JOSE 95126 Sales Order #40356934 A37565 Invoice 3/3/2017 3/17/2017 21326 Category One Specifications
/Scope of
Work Review
Acquisition
Support
Specialist III $400.00 50 $20,000.00 $50.00
Ameda, Inc. CA-12345 CA K-12 A73613 STAT PO BOX 9973 SACRAMENT 00009-5899 Sales Order #416-PO-00515 A73613 Invoice 3/2/2017 3/17/2017 21328 Category Five Cost & Pricing
Analysis
Analyst II $500.00 55 $27,500.00 $68.75
Procurement of Acquisition Support Services (PASS) RFP-18-18-002-SW NASPO ValuePoint Master Agreement Terms and Conditions
ATTACHMENT A
5 (Rev. 6.14.21)
EXHIBIT B
INSURANCE REQUIREMENTS
ATTACHMENT A
NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Exhibit B:
I
nsurance Requirements for Consulting Services
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Co
mmercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Au
tomobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Wo
rkers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if Consultant provides written verifi cation it has no employees)
4. Pr
ofessional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. (If Claims-made, see below.)
It s
hall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this
ATTACHMENT A
6 (Rev. 6.14.21)
EXHIBIT C
SCOPE OF WORK
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
STATEMENT OF WORK (SOW)
SOW Name: City of Stockton – Procurement Support
Contract Number: COS2022
Provided Under the terms of
Master Agreement #19-19-05
Participating Addendum for
NASPO ValuePoint
Procurement of Acquisition Support Services (PASS) Contract
Between
Civic Initiatives [“Civic Initiatives”], a company incorporated in Texas with an address at 7000 N Mopac Expwy, Suite 200, Austin, TX 78731
And
City of Stockton (“Client”), with an address at 425 N. El Dorado St, Stockton, CA 95202
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
1. Scope of Work
Project 1: VPMO Initiation
Civic Initiatives will perform the following tasks to complete a rapid identification and documentation of relevant current practices related to procurement activities toward the goal of establishing a virtual procurement management office (VPMO) with clearly documented work expectations, roles, responsibilities, and procurement actions to be taken. ● Identify and document core processes relevant to procurement activities ● Identify and document roles and responsibilities for identified tasks • Identify and document critical service level expectations for identified tasks • Identify and document standard operating procedures for the VPMO staff, and for hand- off points in the process (e.g., Client to VPMO, VPMO to Client, etc.) • Identify and document process for handling changes to VPMO assignments (e.g., priority, schedule, addition/deletion of project, etc.) • Initiate VPMO work to execute procurement portfolio
Deliverables
1. VPMO Client Standard Operating Procedures
Cost
$8,537.40 (60 hours)
Project 2: VPMO Procurement Portfolio Identification & Execution Civic Initiatives will perform tasks necessary to support the Client in execution of assigned procurement projects. Procurement projects may take one of three (3) different types under this SOW:
1. Turnkey Project – Civic Initiatives will be assigned work to complete a solicitation document for a procurement need with no established specification or scope of work.
Civic Initiatives will be the project manager for the procurement project, unless otherwise directed to work in coordination with a Client identified project manager, and will manage all phases of work, as required for the project, from scope development through solicitation development.
2. Fully Scoped Project – Civic Initiatives will be assigned work to complete a solicitation document for a procurement need with a fully developed specification or scope of work.
Civic Initiatives will utilize provided templates to transition the work to date into a final market ready solicitation document.
3. Review Only – Civic Initiatives will be assigned work to review a completed draft solicitation document and provide feedback or identify areas to address to ensure compliance with policy, process or funding requirements.
When a procurement project is identified by the Client, they will provide an email with the following, at minimum:
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
• Project scope
• Project type (see above)
• Estimated completion date
• Supporting materials
Upon receipt, Civic Initiatives staff will review the email and provided materials. If Civic Initiatives requires more information or clarity on the project, they will seek to set a client meeting with appropriate stakeholders to discuss. Within two (2) business days Civic Initiatives will establish an estimated level of effort and provide that estimate in response to the client email. Unless there is a concern communicated by the Client regarding the estimate, Civic Initiatives will include the project in their Client Portfolio Tracker, prioritize the work as noted by the Client and begin work as required.
The following provides as overview of tasks Civic Initiatives will execute for any given assigned procurement project, based on estimated scope.
Task 1: Project Setup/Kickoff
Civic Initiatives will facilitate a project kickoff meeting with project executives and Client identified project stakeholders to execute critical planning and contract initiation functions necessary to ensure project success. The meetings will focus on identifying the project manager, stakeholders, validating the project scope and timeline, and reviewing key deliverables. Civic Initiatives will also coordinate with the Client Project Manager to collect reports, documents and data relevant to the project to begin to familiarize ourselves with key aspects of the project.
Deliverable
Project Kickoff Meeting Presentation & Initial Data Request Task 2: Current State Discovery
The Current State Discovery phase contains tasks necessary to review key aspects of the procurement category, including any contracts currently in place to establish a baseline prior to developing recommendations for optimization and a procurement strategy. Focus will be on the review and assessment of all relevant data, documentation and reports, and performance of interviews with identified stakeholders. Key tasks include:
• Identify, collect, and review additional key documents related to the contract category • Facilitate interviews with identified stakeholders to discuss the current contract and approach
• Facilitate interviews with identified stakeholders to discuss pros and cons of the current contract and approach
• Facilitate interviews with identified stakeholders to discuss State and Federal policies, processes or programs impacting the contracts
• Facilitate interviews with identified stakeholders to discuss additional considerations for current contracts
Deliverables
Current State Benchmark Briefing
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
Task 3: Solution Definition & Stakeholder Engagement Workshops Civic Initiatives will perform the following tasks to facilitate the identification of Client goals, objectives, business requirements, and service delivery strategies toward the establishment of clear definition of need for the project. Key tasks include:
• Host a workshop with Client identified executives, management, and staff to capture and document solicitation goals, objectives and outcomes
• Host stakeholder workshops with CLIENT identified executives, management, and staff to gather information regarding Business Requirements
• Compile information gathered from stakeholders to direct future requirements development activities
Deliverables
Solution Definition
Task 4: Market Research & Procurement Strategy Development Civic Initiatives will complete tasks necessary to leverage the Current State Benchmark Briefing and the Solution Definition to assess gaps, identify opportunities for improvement, and assess peer and industry best practices toward the development of a procurement strategy, incorporating opportunities for contract optimization. Tasks include, but are not limited to:
• Compare the current state findings to identified solution definition in order to identify gaps
• Perform market research for the relevant procurement category • Compare and contrast the contracting approach of the Client to peers • Compare and contrast the contracts and contracting approach of the Client to applicable leading practices
• Develop recommendations for solicitation and contract optimization/risk mitigation strategies that seek to address identified gaps
Deliverables
Procurement Strategy Document
Task 5: Requirements Development
Civic Initiatives will utilize market research performed and work performed to date to develop an initial requirements document (e.g., Specification or Scope of Work) for feedback from Client.
Feedback received from the Client will be reviewed and incorporated, and Civic Initiatives will work with the Client to rectify any issues or concerns, prior to providing back a final version for use in the solicitation.
Deliverables
Solicitation Ready Technical Requirements Document
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
Task 6: Solicitation Development
Civic Initiatives will develop a draft Solicitation Document aligned to the Procurement Strategy and Requirements utilizing a Client-provided standard solicitation template to compile required solicitation elements. Civic Initiatives will prepare and present the details of the draft solicitation document in a meeting with the Client to provide an overview of the solicitation and solicit feedback. Feedback from the Client will be incorporated into a final draft deliverable. Civic Initiatives will then support Client to execute required governance and review processes and support iteration of the document content, as required. In addition, Civic Initiatives will develop and/or compile any required supporting forms, templates or attachments for inclusion in the solicitation.
NOTE: It is expected that final details required to finalize a Solicitation Document and advertise it to the market will be completed by the Client.
Deliverables
Final Solicitation Document
Task 7: Solicitation Execution Support
Civic Initiatives will provide subject matter expertise and support to Client in the execution phase of the acquisition event including:
• Support for responding to supplier inquiries regarding the acquisition event • Support to draft revised solicitation content based on supplier inquiries and/or responses (as required)
• Support to draft solicitation addenda (as required)
• Support to draft an evaluation model and supporting evaluation tools Deliverables
1. Responses to supplier inquiries
2. Revised solicitation content
3. Draft Addenda
4. Support throughout execution phase
Task 8: Solicitation Evaluation Support
Civic Initiatives will provide subject matter expertise and support in the review and evaluation of proposals and system demonstrations to provide the evaluation team with assessment of functionalities, capabilities, strengths/weaknesses, implementation methodologies, support methodologies, and other relevant items in context of requirements and project objectives.
It should be noted, that as an SME Civic Initiatives cannot be an active scoring evaluator of the solicitation responses.
Deliverables
1. Proposal Assessment Matrix
2. Demonstration/Interview Scripts
3. Demonstration/Interview Assessment Matrix
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
4. Support throughout evaluation phase
Task 9: Contract Development & Execution Support
Civic Initiatives will provide subject matter expertise and support in the development of a contract with the awarded contractor(s). Civic Initiatives will review the proposed contract and provide recommended improvements in key areas to help the Client obtain the outcome it seeks under the most favorable terms.
Deliverables
1. Contract Review Document
2. Support throughout contract development and execution phase
Task 10: Contract Initiation Support
Civic Initiatives will work with the Client and the awarded contractor(s) to perform the following tasks to execute critical planning and contract initiation functions necessary to establish a strong foundation to actively manage the contract and ensure that the contractor(s) perform in accordance with the contractual provisions.
• Identify and document a contractor team definition, roles and responsibilities structure • Identify and document a project governance structure
• Identify and document key contract management structures and process • Identify and document a contract management communications and reporting plan • Identify and document a contract risk management plan • Identify and document a change management plan
• Facilitate the development and documentation of a contract implementation plan • Identify and document key deliverables, dates, reports, etc. from the contract
2. Deliverables
2.1. Deliverables Expectation Document (DED):
For Deliverables identified in Section 1, Civic Initiatives will provide a DED to the Client Project Manager (“Client PM”) and Executive Team. The DED will include an outline of the form, format, structure and basic content of each deliverable. After the Client reviews the DED, Civic Initiatives will work collaboratively with the Client to ensure the deliverables fulfill the client’s objectives. This process allows the Client to approve the DED with a clear understanding of each deliverable and acceptance criteria, dramatically reducing review and rework timelines.
2.2. Acceptance Criteria and Process
2.2.1. Initial Draft: Civic Initiatives will provide the Client PM and Executive Team with an Initial Draft Version and a Consolidated Feedback Template with instructions that provides for Client to provide consolidated feedback.
ATTACHMENT A
EXHIBIT C
7000 N Mopac Expressway, Suite 200 | Austin, TX | 78731 | 512.523.4834 | [email protected]
2.2.2. Client Feedback: Client will have ten (10) business days to provide Civic Initiatives with feedback on the Consolidated Feedback Template.
2.2.3. Final Draft: Upon receipt of the Consolidated Feedback Template from the Client, Civic Initiatives will incorporate feedback reconciling any feedback as necessary with the Executive Team and provide a Final Draft for Acceptance within three (3) business days.
2.2.4. Acceptance: Should Civic Initiatives not receive additional feedback or the Acceptance Document within five (5) business days, Civic Initiatives will consider the Deliverables accepted by the Client. In any event, Civic Initiatives and Client agree to work together on any reasonable concerns which may arise to ensure the Deliverable meets client expectations.
3. Pricing
3.1. Project Costs
Client will pay Civic Initiatives the Not To Exceed amount of $300,000 for project work completed under this SOW. Civic Initiatives will invoice the Client on a monthly basis, based on actual hours for each active project. Details of project, resources and hours will be provided with each invoice. All invoices are Net30.
3.2. Hourly Rates
All work performed under this SOW will be based on OFFSITE hourly rates for project resources as outlined in the NASPO ValuePoint Master Agreement #19- 19-05.
3.3. Travel Expenses:
Travel is not expected. However, if the need for travel arises, Civic Initiatives will utilize ONSITE hourly rates for project resources as outlined in the NASPO ValuePoint Master Agreement #19-19-05.
4. Reports & Meetings
4.1. Reports
Civic Initiatives will provide the Client Project Team with access to the Client Project Smartsheet Project Workspace providing them with project status and updates. A report will also be provided to the Client Project Manager on a monthly basis following the project status meeting.
4.2. Meetings
Civic Initiatives will facilitate a bi-weekly project status update meeting with the Client PM. The Client PM can choose to include additional project stakeholders as deemed relevant to the meeting.
ATTACHMENT A