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of 11CONTRACT VCCS-ITS-16-080-MAI

CONTRACT VCCS-ITS-16-080-MAI BETWEEN

VIRGINIA COMMUNITY COLLEGE SYSTEMAND

MANAGEMENT APPLICATIONS, INC.

This is a Contract between V i r g i n i a C o mm uni t y C ol l e g e S y s t em ( “V CC S ” ) and M a na g e m ent A pp l ic a t i ons, I n c , (“ MA I ” or “ C on t ra c to r ”) for the provision of goods and services outlined herein, pursuant to the VCCS’s Request For Proposal #V CCS - I T S - 1 6 - 0 80 (the "RFP") and the Contractor's Solution, as set forth in the Contractor’s proposal dated M a rch 24, 20 1 6 in response thereto, and modified through any negotiated agreements.

I. SCOPE OF CONTRACT

All requirements proposed for the provision of non-professional services to manage, monitor and alert on outlined equipment for approximately forty (40) statewide campus locations.

All requirements stated in the RFP #VCCS-WDS-16-076, Section III, entitled “Statement of Needs”; and the Solution, including all goods and services, and integral products to the Solution, as applicable and as delineated in Contractor's proposal, submitted in response thereto, in accordance with the following, or as otherwise stipulated in any Modification to this Contract.

II. TERM

The Contract shall be effective from Ju l y 1, 2 0 16 thr o u g h J u n e 3 0 , 20 1 8 . All orders and related documents shall survive the period of performance stated in this section until such time as all orders (executed prior to the expiration date of the Contract) have been completely performed.

The Contract may be renewed at the sole discretion of the Commonwealth, for up to four (4) additional one (1) year successive periods under the terms and conditions of the original contract and upon mutual written agreement between the parties. Written notice of the Commonwealth’s intention to renew shall be given approximately ninety (90) days prior to the expiration date of each contract period, of the Commonwealth’s intent to renew the Contract.

III. INTERPRETATION OF CONTRACT

The documents comprising this Contract, and their order of precedence in case of conflict, are: (1) this Contract, consisting of terms and conditions included herein, including all Attachments hereto; (2) all executed orders and Attachments referencing the Contract (3) the RFP #VCCS-ITS-16-080; and (4) the Contractor's Solution, as set out in the Contractor’s proposal submitted in response to the RFP, and modified through any negotiated agreements. The foregoing documents represent the complete and final Contract of the parties with respect to the subject matter of this Contract.

If any term or condition of this Contract is found to be illegal or unenforceable, it shall be severed, and the validity of the remaining terms and conditions shall not be affected. Nothing in this Contract shall be construed as an express or implied waiver of the Commonwealth's sovereign or Eleventh Amendment immunity, or as a pledge of its full faith and credit.

IV. TERMS AND CONDITIONS

1. V E NDO R S M A NUA L : This contract is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at www.eva.virginia.gov under “Vendors Manual” on the vendors tab.

2. PR I C E E SC A L A T I O N - D E - E SC A L A T I ON : Discounts are to be considered the minimum for the entire term of the resulting contract. Price adjustments and/or discount adjustments may be permitted for changes in the contractor’s cost of materials, services and other items that may not affect the price. The Consumer Price Index and the Producer Price Index of the United States Department of Labor, Bureau of Labor Statistics will be used by the Commonwealth as a guide in reviewing any Rate/Price increase requests. Price escalation may be authorized annually only at the time of contract renewal and only where verified to the satisfaction of the purchasing office. However, “across the board” price decreases are subject to implementation at any time and shall be immediately conveyed to the Commonwealth.

The contractor shall document the amount of any general change in the price of materials. Documentation shall be supplied with the contractor’s request for increase which will: (1) verify that the requested price increase is general in scope and not applicable just to the Commonwealth of Virginia; and (2) verify the amount or percentage of increase which is being passed on to the contractor by the contractor’s suppliers. All changes in the prices and / or discounts applicable to the Commonwealth must be approved in writing prior to implementation by the contractor(s). The contractor shall fill all purchase orders received prior to the effective date of the price adjustment at the old contract prices. The contractor is further advised that decreases which affect the cost of materials are required to be communicated immediately to the purchasing office.

3. C AN C E L L A T IO N O F C O N T R A C T: The purchasing agency reserves the right to cancel and terminate this contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

4. A P P L I C A B LE L A WS A N D C OU R T S : This contract and any resulting modifications shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The agency and the Contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The Contractor shall comply with all applicable federal, state and local laws, rules and regulations.

5. AN T I- D I S C R I M I NA T I O N : Contractor certifies to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate

accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

In every contract over $10,000 the provisions in 1. and 2. below apply:

1. During the performance of this contract, the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements.

2. The Contractor will include the provisions of 1. above in every subcontract or purchase order over$10,000, so that the provisions will be binding upon each subcontractor or vendor.

6. AU D I T : The contractor shall retain all books, records, and other documents relative to this contract for five(5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The agency, its authorized agents, and/or state auditors shall have full access to and the right to examine any ofsaid materials during said period.

7. A V A I L A B I L I T Y O F F U N D S : It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

8. E T H I C S I N P U B L I C C O N T R A C T I N G : By entering into this contract, Contractor certifies that their participation in the procurement process is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

9. I M M I G R A T I O N R E F O R M AN D C ON T R O L A C T O F 198 6 : By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

10. AN T I T R U S T : By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

11. P AY ME N T : To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual Contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed.

d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Subcontractors:

a. Contractor is hereby obligated:

(1) To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

(2) To notify the agency and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.

b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime Contractor who wins an award in which provision of a SWAM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWAM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

4. The Commonwealth of Virginia encourages Contractors and subcontractors to accept electronic and credit card payments.

12. T E S T I N G A N D I N S P E C T IO N : The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

13. EXE S S I V E D O WN T I ME : Services provided under the contract shall be available for continuous operation.Should the equipment, software, or services become inoperable for a period of more than 24 hours, the contractor agrees to pro-rate maintenance charges to account for each full day of in-operability. The period of in-operability shall commence upon initial notification. In the event the service is unavailable for more than 2 consecutive calendar days, the contractor shall promptly resolve the issue at no charge upon request of the procuring agency.

14. MA I N T E NAN C E : Upon expiration of the specified warranty period and at the Commonwealth’s option, the contractor shall provide up to additional one-year periods of on-site maintenance (including labor, parts, and travel) at the prices set forth in the pricing schedule. Maintenance shall not include external electrical work, providing supplies, and adding or removing accessories not provided for in the contract. Maintenance shall also not include repairs of damage resulting from: acts of God, transportation between state locations, negligence by state personnel, or other causes not related to ordinary use in the production environment in which installed. Each successive year of maintenance may be ordered by the Commonwealth in writing at least days prior to expiration of the existing maintenance period.

15. S ER V I C E P E R IO D (EX T E ND E D ): Due to the criticality of the applications for which services are purchased, the contractor shall provide 24 hours a day, 7 days a week, maintenance support, including state holidays. On-site response time shall be within hours following initial notification. All necessary repairs or corrections shall be completed within hours of the initial notification

16. S ER V I C E P ER IO D ( R O UT I N E): Contractor shall provide 24 hour toll-free phone support with an hour return call response time. On-site maintenance services shall carry an hour response time following initial notification and be available during the normal working hours of 8 A.M. to 5 P.M. Monday through Friday, excluding state holidays. All necessary repairs or corrections shall be completed within hours of the initial notification.

17. T H I R D P A R T Y A C Q U I S I T I O N O F S O F T WA R E: The contractor shall notify the procuring agency in writing should the intellectual property, associated business, or all of its assets be acquired by a third party. The contractor further agrees that the contract’s terms and conditions, including any and all license rights and related services, shall not be affected by the acquisition. Prior to completion of the acquisition, the contractor shall obtain, for the Commonwealth’s benefit and deliver thereto, the assignee’s agreement to fully honor the terms of the contract.

18. A S S I GN ME N T O F C ON T R A C T : A contract shall not be assignable by the Contractor in whole or in part without the written consent of the Commonwealth.

19. C HANG ES T O T H E CON T R A C T : Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the Contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Contractor shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

20. QUAN T I T I E S : Quantities set forth in this solicitation are estimates only, and the contractor shall supply at proposed prices actual quantities as ordered, regardless of whether such total quantities are more or less than those shown.

21. D E F AU L T : In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

22. IN S U R A N CE : By signing and submitting a bid or proposal under this solicitation, the offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The offeror further certifies that the contractor and any subcontractors will maintain these insurance coverage

during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

M I N I MUM IN S U R A N C E CO V E RAG ES AN D L I M I T S R E QU I R ED FOR MO S T C O N T R A C T S :

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the C o de of V i rg i n ia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate.Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia mustbe named as an additional insured and so endorsed on the policy.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.)P r o f e ss i on/S e rv i ce L i m its Accounting $1,000,000 per occurrence, $3,000,000 aggregateArchitecture $2,000,000 per occurrence, $6,000,000 aggregate Asbestos Design, Insp.or Abatement Contractors $1,000,000 per occurrence, $3,000,000 aggregate Health Care Practitioner (to include Dentists, Licensed Dental

Hygienists, Optometrists, Registered or Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist Assistants, Clinical Psychologists,

Clinical Social Workers, Professional Counselors, Hospitals, or Health MaintenanceOrganizations.) $2,150,000 per occurrence, $4,250,000 aggregate (Limits increase each July 1 through fiscal year 2031per Code of Virginia § 8.01-581.15. Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregateLandscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregateLegal $1,000,000 per occurrence, $5,000,000 aggregateProfessional Engineer $2,000,000 per occurrence, $6,000,000 aggregateSurveying $1,000,000 per occurrence, $1,000,000 aggregate

23. DRU G - F R EE WO R K P L A C E : During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in

connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

24. NON D I SC R I M I N A T I O N O F C ON T R A C T O R S : A bidder, offeror, or Contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

25. e V A B U S IN E S S - TO - GO V E RN ME N T V E NDO R R EG I S T R A T I ON , C ON T R A C T S, AN D O R D E R S : TheeVA Internet electronic procurement solution, web site portal www . e V A . v i r g inia. g o v , streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. Contractor must register in eVA and pay the Vendor Transaction Fees specified below.

Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:

a. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:

(i) DSBSD-certified Small Businesses: 1%, capped at $500 per order.(ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.

b. Refer to Term and Condition “eVA Orders and Contracts” to identify the number of purchase orders that will be issued as a result of this contract with the eVA transaction fee specified above assessed for each order.

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at www .e V A . v ir g in i a. g o v . The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes.

26. EVA O R D E R S A ND C ON T R A C T S : The contract will result in one or more purchase order(s) with the applicable eVA transaction fee assessed for each order.

Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution and agree to comply with the following: If this contract is for a term contract, failure to provide an electronic catalog (price list) or index page catalog for items awarded will be just cause for the Commonwealth to terminate this contract for default. The format of this electronic catalog shall conform to the eVA Catalog Interchange Format (CIF) Specification that can be accessed and downloaded from www.eVA.virginia.gov. Contractors should email Catalog or Index Page information to e V A - cata l og - m ana g e r @ d gs. v ir g inia. g o v .

27. SM A LL B U S IN E S S S U B C ON T R A C T I N G A N D EV I D E N C E O F C O MP L I A N C E:

1. It is the goal of the Commonwealth that 42% of its purchases be made from small businesses. This includes discretionary spending in prime contracts and subcontracts. All bidders/offerors are required to

submit a Small Business Subcontracting Plan. Unless the bidder/offeror is registered as a DSBSD-certified small business and where it is not practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such subcontracting opportunities to DSBSD-certified small businesses. This shall include DSBSD-certified women-owned and minority-owned businesses when they have received DSBSD small business certification. No bidder/offeror or subcontractor shall be considered a small business unless certified as such by the Department of Small Business and Supplier Diversity (DSBSD) by the due date for receipt of bids or proposals. If small business subcontractors are used, the prime contractor agrees to report the use of small business subcontractors by providing the purchasing office at a minimum the following information: name of small business with the DSBSD certification number, phone number, total dollar amount subcontracted, category type (small, women-owned, or minority-owned), and type of product/service provided.

2. Each prime contractor who wins an award in which a small business subcontracting plan is a condition of the award, shall deliver to the contracting agency or institution on an annual basis, evidence of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the small business subcontracting plan. Upon completion of the contract, the contractor agrees to furnish the purchasing office at a minimum the following information: name of firm with the DSBSD certification number, phone number, total dollar amount subcontracted, category type (small, women-owned, or minority- owned), and type of product or service provided. Payment(s) may be withheld until compliance with the plan is received and confirmed by the agency or institution. The agency or institution reserves the right to pursue other appropriate remedies for non-compliance to include, but not be limited to, termination for default.

3. Each prime contractor who wins an award valued over $200,000 shall deliver to the contracting agency or institution on an annual basis, information on use of subcontractors that are not DSBSD-certified small businesses. Upon completion of the contract, the contractor agrees to furnish the purchasing office at a minimum the following information: name of firm, phone number, total dollar amount subcontracted, and type of product or service provided.

28. PR I ME C ON T R A C T O R R E S P ON S I B I L I T I E S : The contractor shall be responsible for completely supervising and directing the work under this contract and all subcontractors that he may utilize, using his best skill and attention. Subcontractors who perform work under this contract shall be responsible to the prime contractor. The contractor agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

29. S U BC ON T R A C T S : If the Contractor intends to subcontract work as part of its performance under this contract, the Contractor shall include in the proposal a plan to subcontract to small, women-owned, minority- owned, and service disabled veteran-owned businesses.

30. AU T HO R I Z A T I O N T O C ONDU C T B U S I N E S S I N T H E CO MM ON WE A L TH : A Contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

31. C ON F I D E N T I A L I T Y O F P ER S ONA L L Y ID E N T I F IA B LE IN F O R MA T I O N : The contractor assures that information and data obtained as to personal facts and circumstances related to patients or clients will be collected and held confidential, during and following the term of this agreement, and unless disclosure is required pursuant to court order, subpoena or other regulatory authority, will not be divulged without the individual’s and the agency’s written consent and only in accordance with federal law or the Code of Virginia. Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify the agency of any breach or suspected breach in the security of such information. Contractors shall allow the agency to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement.

32. E - V E R I F Y P ROG R A M : EFFECTIVE 12/1/13. Pursuant to Code of Virginia, §2.2-4308.2., any employer with more than an average of 50 employees for the previous 12 months entering into a contract in excess of$50,000 with any agency of the Commonwealth to perform work or provide services pursuant to suchcontract shall register and participate in the E-Verify program to verify information and work authorization of its newly hired employees performing work pursuant to such public contract. Any such employer who fails to comply with these provisions shall be debarred from contracting with any agency of the Commonwealth for a period up to one year. Such debarment shall cease upon the employer’s registration and participation in the E-Verify program. If requested, the employer shall present a copy of their Maintain Company page from E-Verify to prove that they are enrolled in E-Verify.

33. O WN E R SH I P O F I N T E L L E C T UA L P RO P ER T Y : All copyright and patent rights to all papers, reports, forms, materials, creations, or inventions created or developed in the performance of this contract shall become the sole property of the Commonwealth. On request, the contractor shall promptly provide an acknowledgment or assignment in a tangible form satisfactory to the Commonwealth to evidence the Commonwealth’s sole ownership of specifically identified intellectual property created or developed in the performance of the contract.

V. REPORTING INSTRUCTIONS

1. Network Performance Reports will be shared weekly and include at a minimum any downtime as well as utilization rates and peaks. The reports will also identify the top traffic generating sites and types of service. Access to a reporting portal with live reports is preferred.

2. Quarterly Health Check of all managed equipment to include a review of any problems during the last cycle and any changes in how they will be addressed in the future.

3. At the completion of any maintenance and/or service call, the Contractor shall provide the agency with a signed service report that includes, at a minimum: general statement of the problem, action taken, any materials and/or parts furnished or used, the number of hours required to complete the repairs.

4. Contractor will provide a monthly Service Level Compliance and Credit Report for those service levels proposed by the Supplier. The report should detail the actual performance for each service level metric versus the service level metric guaranteed by the Supplier in thee proposal and any negotiated changes.

5. Contractor shall deliver on an annual basis, evidence of compliance with the small business subcontracting plan submitted with the proposal.

VI. METHOD OF PAYMENT

Payments for any resulting contract will be made by VCCS in Accordance with Article 4 of the Virginia Public Procurement Act, Article 4 “Prompt Payment” (Code of Virginia §2.2-4347 et. seq.). Contractor shall submit proper invoices to the billing address indicated on the eVA purchase order.

VII. ORDERING PROCEDURES

The VCCS will issue any/all purchase orders through eVA. The VCCS intends on issuing one purchase order for the specific work identified in the Statement of Needs section III.

VIII. AUTHORIZED REPRESENTATIVES

Manag e me n t A p p l ic a tio n s , Inc. Jay BushmanPresident and CEO 21660 Ridgetop CircleDulles, Virginia 20166Tel: 703-444-5067Email: j b ush m an@ m ana g e m en t apps.com

V irg i n ia C o mmu n i t y C o ll ege Sy s t e m Michele Skaggs, CPPO, VCCO, VCO Assistant Director of Procurement300 Arboretum Place, Suite 370Richmond, VA 23226Tel: 804-819-4965Email: m s k a g g s @ v ccs.edu

PERSONS SIGNING THIS CONTRACT ARE AUTHORIZED REPRESENTATIVES OF EACH PARTY TO THIS CONTRACT AND ACKNOWLEDGE THAT EACH PARTY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE CONTRACT.

VIRGINIA COMMUNITY COLLEGE SYSTEM

Printed

TITLE:

NAME: M ich e le S k a g g s, C P P O , VCM, V CC O , V C O Printed

TITLE: As s i s ta n t Di re c t o r of Pr o cu r e m ent

DATE: DATE:

Attachment AVCCS-IT-16-080-MAI

ATTACHMENT A TO

CONTRACT VCCS-IT-16-080-MAIBETWEEN THE

VIRGINIA COMMUNITY COLLEGE SYSTEM AND

GO O D S AN D P R I C I N G S CH E DU LE

Attachment "A" is hereby incorporated into and made an integral part of contract VCCS-ITS-16- 080-MAI. In the event of any discrepancy between this Attachment “A” and the Contract, the provisions of the Contract shall control.

I. LIS T I N G OF G OO D S A N D SE R V I C E S

All requirements stated in the Commonwealth’s RFP VCCS-IT-16-080, Section III, entitled “Statement of Needs”; and the Solution, including all goods and services, and integral products to the Solution, as applicable and as delineated in Contractor's proposal, submitted in response thereto, for the provision of network managed services as delineated therein, in accordance with the following, or as otherwise stipulated in any Modification to this Contract.

II. T I E R S CH E DU L E

MAI’s managed service solution will be provided through MAI’s Network Monitoring Software (NMS) platform from our Network Operations Center (NOC). This platform in addition to MAI’s proposed staff, offers all of the required solution features, as outlined below.

• Provide 24/7/365 monitoring and alerting from a staffed NOC.• Tool must allow VCCS staff access.

o SNMP and ICMP Basedo Error Rates on Packets Sent/Receivedo Traffic Analysiso NAT Exceptions

• Automatic alerts on service impacting network issues to the Director ofEnterprise.

• Services, within 60 minutes of the incident, as well as a follow-up phone call• Incident Closure by mutual agreement.• Staff dispatch decision made within 90 minutes.• Inventory of comparable equipment maintained to ensure high levels of uptime.• Updates and patches will be scheduled in advance and installed during

the VCCS maintenance window or as mutually determined.• Backup of Routers as well as all other network device configurations.• Access tables for devices verified.• QOS definitions to prioritize mission critical traffic.

The following tables are menu driven, service options available to the VCCS community.

MAI’s Managed Service Options

Service Tier 1-Monitoring and Alerting

Tier 2-Remote Monitoring and

Management

Tier 3-Full Remote Management

Access to Dashboard Yes Yes YesConfigure tools to recognizemanaged devices Yes Yes Yes

Escalation and NotificationProcedures Yes Yes Yes

Configure SNMP-Networkdevices Training Provided Yes Yes

Monitor Device Status-includingproactive hardware monitoring Training Provided Yes Yes

Network Documentation-Network diagram and inventory Training Provided Yes Yes

Event Management Training Provided Yes YesAd-hoc device reporting. Training Provided Yes YesChange Management No Yes YesException Reporting No Yes YesIncident Management No Yes YesIntegrated Response Trackingand Reporting No Yes Yes

Network support to NOC No Yes YesCircuit Remediation No No YesMaintenance and Remediation No No Yes

For the purposes of the below tables please use these definitions:

Troubleshoot: MAI will be providing support, recommendations and will advise on pre-existing network design and infrastructure.

Design and Engineering Support: MAI will assist in design and engineering support for pre- existing as well as new network design and infrastructure in addition to providing support.

Router Features DescriptionTier 1-

Monitoring and Alerting

Management

Tier 3-Full Remote

Management

Configure Router, authentication, authorization and accounting.

Cisco Terminal Access Controller Access- Control System (TACACS+) forsupported devices and local database where TACACS+ is not supported.

No Troubleshoot Design & Engineering Support

Support all Security configuration services.

Firewalls services and Intrusion Prevention Systems (IPS).

No TroubleshootDesign &Engineering Support

Support all Virtual Private Network (VPN) configuration services.

Internet Protocol Security (IPSec), Generic Routing Encapsulation (GRE), Virtual Tunnel Interface (VTI), GetVPN, Remote VPN and Secure Socket Layer (SSL)

No Troubleshoot

Design &Engineering Support

Support all wireless configuration services.

Wireless LAN controllers and Access Points

Support all Quality of Service (Qos) configuration services.

AutoQoS, QoS, IPSLA No Troubleshoot

Support all WAN/LANconfiguration services.

Ethernet, MPLS, Frame Relay, Serial No Troubleshoot

Switch Features DescriptionTier 1-

Management

Tier 3-Full Remote

Management

Support all switching configuration services

LAN, VLAN, IP-Routing, Ethernet, Spanning-Tree

Support all Identity management/ Network Admission Control (NAC) configuration services.

NAC Framework / Access Control Server (ACS).

No Troubleshoot

Support all Security configuration services.

VLAN, hardware, Port Authentication. No Troubleshoot Design &

EngineeringSupport all Voice / Quality of Service (Qos) configuration services.

AutoQoS, QoS, No Troubleshoot

Firewall Features DescriptionTier 1-

Management

Tier 3-Full Remote

Management

Includes Firewall policy changes.

Any changes to Firewall policies are covered and recorded in case log info.

No Troubleshoot

Support all routing configuration services

EIGRP, IGRP, OSPF,BGP, iBGP, etc. No Troubleshoot

Support all Security configuration services. Setup and configure. No Troubleshoot

Support all Virtual Private Network (VPN) configuration services.

VPN, IPSEC, SSL, DMVPN No Troubleshoot

IPS Features DescriptionTier 1-

Management

Tier 3-Full Remote

Management

Includes policy changes.

Any changes to IPS policies are covered and recorded in case log info.

No Troubleshoot

Support all Security configuration services. Setup and configure. No Troubleshoot

Wireless Features DescriptionTier 1-

Management

Tier 3-Full Remote

ManagementSupport all wireless configuration services. Setup and configure. No Troubleshoot

MAI’s Managed Service OptionsTier 1: Monitoring and Alerts

Tier 2: Remote Monitoring and Management Tier 3: Full Remote Management

Monitoring and alerting via an NMS platform from an NOC.

Support services provided froman NOC, in addition to monitoring and alerting via an NMS platform.

Remote and onsite support services,vendor support coordination and monitoring and alerting via an NMS platform from an NOC.

Ti er 1. M onito r i n g and A le r ts

Tier 1 services involve access to the software platform as well as guidance during the initial on-boarding process. Guidance will include model planning for the initial network discovery. MAI will configure automatic alerting and notification for VCCS. These automatic alerts will be received via email and text.

Ti er 2. Re m o te M onitori n g and M anag e m e nt

Tier 2 services include the Tier 1 services (i.e. the software platform). This tier will also include all network support, escalation, and troubleshooting services ( i.e. notifications, internal organization escalation, change management, exception reporting, response tracking and recording, and network support through the NOC). MAI will provide escalation interaction with customer personnel via the agreed escalation procedures. Cooperative engineering support is included, meaning VCCS will have full access to their infrastructure and equipment to make changes a s n e e d e d , i n a d d i t i o n t o M A I having access. MAI will monitor the existing infrastructure but will not complete any design work. This tier also does not include the requirement to call carriers or service vendors on the VCCS’s behalf.

Ti er 3. F ull Re m ote M a nag eme nt

As a Tier 3 provider MAI will act as an Agent of Record. MAI will assist in design and engineering support of the network infrastructure. MAI will provide escalation interaction with customer personnel via the agreed escalation procedures. Cooperative engineering support is included, meaning VCCS will have full access to their infrastructure and equipment to make changes as needed, in addition to MAI having access. This tier includes carrier and vendor remediation and/or maintenance support. MAI will also support configuration management including backup and recovery support as well as change management services.

III. P R I C I N G S T RU C T U R E

MAI’s Monthly Base CostService Description RateNetwork Management Platform and Base Cost $5,000 *

*This covers the cost of the first 50 devices.

Monthly Pricing SchedulePricing in the table below based on a single quantity.Device Tier 1 Pricing Tier 2 Pricing Tier 3 PricingPrice Each Per EdgeRouter $77.50 $85 $100

Price Each Per Voice $67.50 $75 $90

Price Per Firewall $77.50 $85 $100

Price Per Server $175 $200 $225

All quantity breaks or discounts will be inclusive of the previous price levels for level 2 and upward. As an example when price level 3 is achieved, price level 2 will be included in that discount.

PriceLevel

QuantityBreak Unit Tier 1

PricingTier 2Pricing

Tier 3Pricing

1 0-50Edge Routers, VoiceGateways, Firewalls, Servers

Included Included Included

Same as listed above

-12.5% -12.5% -12.5%

4 250+Edge Routers, VoiceGateways, Firewalls, Servers

-15% -15% -15%

Optional SIEM Pricing Structure

The following represents pricing associated with Security Incident and Event Management capability. The pricing is based on a “node”, which is as it relates to SIEM and Log and Event Management (LEM), any device that one would like to manage / collect & monitor the logs from. This advanced technique provides log management for network, user and endpoint monitoring with advanced security analytics to include custom queries, and real time event correlation and remediation.

MAI’s Monthly SIEM CostService Description Rate per NodeLog and Event Management $50

*MAI’s Optional SIEM pricing structure is only valid after the initial Network Management and Base cost has been satisfied.

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