STATE OF VERMONT Contract # ___________
STANDARD CONTRACT FOR SERVICES
1. Parties. This is a contract for services between the State of Vermont,
______________________ (hereafter called “State”), and _______________________,
with ___ principal place of business in __________________________, (hereafter called
“Contractor”). Contractor’s form of business organization is _____________________. It
is the contractor’s responsibility to contact the Vermont Department of Taxes to
determine if, by law, the contractor is required to have a Vermont Department of Taxes
Business Account Number.
2. Subject Matter. The subject matter of this contract is services generally on the subject
of ___________________________. Detailed services to be provided by the contractor
are described in Attachment A.
3. Maximum Amount. In consideration of the services to be performed by Contractor, the
State agrees to pay Contractor, in accordance with the payment provisions specified in
Attachment B, a sum not to exceed $________.00.
4. Contract Term. The period of contractor’s performance shall begin on
_____________, 20__ and end on _______________, 20__. This contract may be
renewed for 2 (1 year) extensions provided State funding is available.
5. Prior Approvals. If approval by the Attorney General’s Office or the Secretary of
Administration is required, (under current law, bulletins, and interpretations), neither this
contract nor any amendment to it is binding until it has been approved by either or both
such persons.
- Approval by the Attorney General’s Office /is/is not/ required.
- Approval by the Secretary of Administration /is/is not/ required.
- Approval by the CIO/Commissioner DII /is/is not/ required.
State of Vermont – Attachment C_BGS_1/08/09 Page 1 of 27
6. Amendment. No changes, modifications, or amendments in the terms and conditions
of this contract shall be effective unless reduced to writing, numbered and signed by the
duly authorized representative of the State and Contractor.
7. Cancellation. This contract may be canceled by either party by giving written notice at
least ___ days in advance.
8. Attachments. This contract consists of ___ pages including the following attachments
which are incorporated herein:
Attachment A - Specifications of Work to be Performed
Attachment B - Payment Provisions
Attachment C – “Standard State Provisions for Contracts and Grants” a preprinted
form (revision date 01/08/09)
- Commodity Provisions (Review and remove as needed)
Attachment D - Other Provisions
WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT.
By the State of Vermont:
Date: ________________________
Signature: _______________________________
Name: __________________________________
Agency: _________________________________
By the Contractor:
Date: ________________________
Signature: _______________________________
Name: __________________________________
Title: ____________________________________
State of Vermont – Attachment C_BGS_1/08/09 Page 2 of 27
ATTACHMENT A SPECIFICATION OF WORK TO BE PERFORMED
Overview
Provide Brief Overview Statement.
1. Scope of Work
(Replace)
Each vendor will attend a training session to learn the interface of the CMS. The State will provide, at no
cost to the vendor, training equivalent to that offered to state staff so that they will have the base knowledge
to assist state organizations with the migration of content into the CMS. Contractors will take the site
structure provided by the state and implement it in the CMS.
2. PAYMENT
3.1 INVOICING
State agrees to pay all invoices issued pursuant to Attachment B.
4. TERMS OF SUPPORT (Remove if not needed)
4.1 PROVISION OF SUPPORT
Contractor will provide Support as set out in XXXXXX in a professional and workmanlike
manner for the Software. State acknowledges and agrees that it is not permitted to
install or otherwise implement any Updates or Upgrades provided by Contractor for
Software for which it has not paid for Support.
4.3 TERMINATION OF SUPPORT
Support shall only be provided for as long as State’s license to use the relevant Software
remains in effect.
5. ADDITIONAL SERVICES (Remove if not needed)
5.1 ADDITIONAL AGREEMENT
This Contract covers only the right to acquire Support for the standard Software. To the
extent State requires any other related services not specifically addressed in this
Contract (e.g. modifications to the Software or to templates outside the range for the
Software, consulting services, training, integration of Updates and Upgrades), State may
procure such services by separate written agreement.
State of Vermont – Attachment C_BGS_1/08/09 Page 3 of 27
6. CONFIDENTIALITY AND MARKETING EFFORTS (Use or modify or
delete)
6.1 CONFIDENTIAL INFORMATION; PUBLIC DISCLOSURE LAWS
Each Party agrees that Confidential Information shall be confidential and shall not be
disclosed to the public, except to the extent permitted or required by applicable Vermont
law. Each Party shall promptly notify the other of any request or demand by any court,
governmental agency or other person asserting a demand or request for confidential and
proprietary information supplied pursuant to this contract, so that the applicable Party
may seek an appropriate protective order. The Contractor agrees that it will not make
any claim against State if the State makes available to the public any report, notice or
other information it receives from the Contractor as required under 1 VSA Section 316.
7. GENERAL
Notices made to Contractor under this Contract shall be addressed to:
Company Name Inc.
279 Laurier Ave West Suite 200
City, State ZIP
Notices made to State under this Contract shall be addressed to:
State of Vermont
Department of Information and Innovation
133 State Street, 5th Floor
Montpelier, Vt. 05633-0210
State of Vermont – Attachment C_BGS_1/08/09 Page 4 of 27
Attachment B: Payment Provisions (Modify as needed)
Pricing Expectations
For all Activities the contractor’s price quotes must be fixed price and include all expenses.
Cost must be totally inclusive; fixed price. The State does not reimburse for travel costs. Include
costs for options for an extended warranty and support separated from the total fixed cost for the
required deliverables.
Retainage/Performance Measures
When a final product is required, such as a final report, it is good practice to keep a
significant amount of money, usually at least 5 percent, as a “retainage” to ensure
performance.
In accordance with current State of Vermont policy and procedures, the contract should
include performance measures concerning such subjects as how long development takes;
the specific measures to be determined during the contract negotiation process. These
measures may include both the possibility of bonuses for superior performance, and
decreases for inferior performance.
________________________________________________________________________
(This statement should remain)
The maximum dollar amount payable under this agreement is not intended as any form of
a guaranteed amount. The Contractor will be paid for products or services specified in
Attachment A, or services actually performed, up to the maximum allowable amount
specified in this agreement. The payment schedule for delivered products, or rates for
services performed, and any additional reimbursements, are included in this attachment.
The following provisions specifying payments are:
State of Vermont – Attachment C_BGS_1/08/09 Page 5 of 27
SAMPLE ATTACHMENT B PROVISIONS
Invoice Instructions
1. Contractor agrees to accept payments as identified in the preceding sections and will
invoice State for appropriate amount.
2. The Contractor will submit detailed invoices, incorporating the contract number to:
Accounts Payable
State of Vermont
Department of Information & Innovation
133 State Street, 5th Floor
Montpelier, Vt. 05633-0210
3. The Contractor agrees to a 5% retainage of the total contract fee subject to review,
approval, and acceptance of Contractor’s final report by the State.
________________________________________________________________________
State of Vermont – Attachment C_BGS_1/08/09 Page 6 of 27
Attachment C: Standard State Contract Provisions
(Please remove this memo section when ready)
MEMORANDUM
TO: Secretaries, Commissioners, and Business Managers
FROM: Neale F. Lunderville, Secretary of Administration
RE: Addendum to Bulletins 3.5, 5.0 and 5.5 – Introduction of Multi-Use
Attachment C
DATE: December 5, 2008
ADDENDUM TO BULLETIN 3.5, BULLETIN 5.0, AND BULLETIN 5.5 – EFFECTIVE 12/5/08
Recently, some questions have been raised as to whether the revised insurance, liability
and suspension & debarment requirements issued as part of the current Attachment C –
Standard Provisions (Bulletin 3.5) for contracts should also apply to grants. The answer
is YES. Risk Management, the Secretary of Administration and the Attorney General’s
office intended that these revisions apply to grants as well as to contracts.
We recognize that there may have been some difficulty in determining which version of
Attachment C was in effect at a given time and where to obtain the current official
version. This situation has not been helped by the fact that Attachment C and other
standard forms, such as the Standard State Contract or Standard Grant Agreement, are
sometimes revised independent of a re-release of the actual Bulletins (Bulletins 3.5, 5.0
and 5.5). In addition, the differences in “terminology” were confusing (Contractor vs.
Grantee vs. Subrecipient; or Contract vs. Grant). Therefore, in order to eliminate
confusion, and to simplify and standardize the process, we hereby issue a new “Multi-
Use” Attachments C, effective immediately, for use with all three Bulletins (3.5, 5.0 and
5.5), entitled Attachment C – Standard State Provisions for Contracts and Grants.
Please be aware that the attached copy of the new Attachments C is for reference only.
As previously stated, Attachment C and other standard forms may be revised at any time.
Departments should develop procedures to ensure that the then current official version of
Attachments C is the version in use by the Department at the time any new Contract or
Grant is executed. The current official version of Attachments C is available on the
Finance & Management website and/or the BGS website:
http://finance.vermont.gov/forms#bulletins http://bgs.vermont.gov/purchasing/forms
State of Vermont – Attachment C_BGS_1/08/09 Page 7 of 27
Please note that revisions to Attachment C are not allowed without the prior approval of
Finance & Management, the Attorney General’s office, and BGS Central Purchasing. If
you have other provisions that you need to include in your Contracts or Grants, they
should be included as Attachment D.
The Standard Provisions contained in Attachment C are designed to enable legal
enforcement of the agreement and provide protection to the State, its contractors, grantees
and subrecipients. Unauthorized changes to Attachment C, while well intentioned, may
place enforcement and protection at risk.
Please refer questions to Susan Zeller, Deputy Commissioner of Finance & Management
at: Susan.zeller@state.vt.us or (802) 828-6448.
State of Vermont – Attachment C_BGS_1/08/09 Page 8 of 27
See Attachment C: Standard State Contract Provisions
on the following page.
State of Vermont – Attachment C_BGS_1/08/09 Page 9 of 27
State of Vermont
ATTACHMENT C: STANDARD STATE PROVISIONS
FOR CONTRACTS AND GRANTS
1. Entire Agreement: This Agreement, whether in the form of a Contract, State Funded
Grant, or Federally Funded Grant, represents the entire agreement between the parties
on the subject matter. All prior agreements, representations, statements, negotiations,
and understandings shall have no effect.
2. Applicable Law: This Agreement will be governed by the laws of the State of
Vermont.
3. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor,
Grantee or Subrecipient, with whom the State of Vermont is executing this
Agreement and consistent with the form of the Agreement.
4. Appropriations: If this Agreement extends into more than one fiscal year of the
State (July 1 to June 30), and if appropriations are insufficient to support this
Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the
expiration of existing appropriation authority. In the case that this Agreement is a
Grant that is funded in whole or in part by federal funds, and in the event federal
funds become unavailable or reduced, the State may suspend or cancel this Grant
immediately, and the State shall have no obligation to pay Subrecipient from State
revenues.
5. No Employee Benefits For Party: The Party understands that the State will not
provide any individual retirement benefits, group life insurance, group health and
dental insurance, vacation or sick leave, workers compensation or other benefits or
services available to State employees, nor will the state withhold any state or federal
taxes except as required under applicable tax laws, which shall be determined in
advance of execution of the Agreement. The Party understands that all tax returns
required by the Internal Revenue Code and the State of Vermont, including but not
limited to income, withholding, sales and use, and rooms and meals, must be filed by
the Party, and information as to Agreement income will be provided by the State of
Vermont to the Internal Revenue Service and the Vermont Department of Taxes.
6. Independence, Liability: The Party will act in an independent capacity and not as
officers or employees of the State.
The Party shall defend the State and its officers and employees against all claims or
suits arising in whole or in part from any act or omission of the Party or of any agent
of the Party. The State shall notify the Party in the event of any such claim or suit,
State of Vermont – Attachment C_BGS_1/08/09 Page 10 of 27
and the Party shall immediately retain counsel and otherwise provide a complete
defense against the entire claim or suit.
After a final judgment or settlement the Party may request recoupment of specific
defense costs and may file suit in Washington Superior Court requesting recoupment.
The Party shall be entitled to recoup costs only upon a showing that such costs were
entirely unrelated to the defense of any claim arising from an act or omission of the
Party.
The Party shall indemnify the State and its officers and employees in the event that
the State, its officers or employees become legally obligated to pay any damages or
losses arising from any act or omission of the Party.
7. Insurance: Before commencing work on this Agreement the Party must provide
certificates of insurance to show that the following minimum coverages are in effect.
It is the responsibility of the Party to maintain current certificates of insurance on file
with the state through the term of the Agreement. No warranty is made that the
coverages and limits listed herein are adequate to cover and protect the interests of the
Party for the Party’s operations. These are solely minimums that have been
established to protect the interests of the State.
Workers Compensation: With respect to all operations performed, the Party shall
carry workers’ compensation insurance in accordance with the laws of the State of
Vermont.
General Liability and Property Damage: With respect to all operations
performed under the contract, the Party shall carry general liability insurance
having all major divisions of coverage including, but not limited to:
Premises - Operations
Products and Completed Operations
Personal Injury Liability
Contractual Liability
The policy shall be on an occurrence form and limits shall not be less than:
$1,000,000 Per Occurrence
$1,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$ 50,000 Fire/ Legal/Liability
Party shall name the State of Vermont and its officers and employees as additional
insureds for liability arising out of this Agreement.
Automotive Liability: The Party shall carry automotive liability insurance
covering all motor vehicles, including hired and non-owned coverage, used in
connection with the Agreement. Limits of coverage shall not be less than:
$1,000,000 combined single limit.
State of Vermont – Attachment C_BGS_1/08/09 Page 11 of 27
Party shall name the State of Vermont and its officers and employees as additional
insureds for liability arising out of this Agreement.
8. Reliance by the State on Representations: All payments by the State under this
Agreement will be made in reliance upon the accuracy of all prior representations by
the Party, including but not limited to bills, invoices, progress reports and other
proofs of work.
9. Requirement to Have a Single Audit: In the case that this Agreement is a Grant that
is funded in whole or in part by federal funds, and if this Subrecipient expends
$500,000 or more in federal assistance during its fiscal year, the Subrecipient is required
to have a single audit conducted in accordance with the Single Audit Act, except when it
elects to have a program specific audit.
The Subrecipient may elect to have a program specific audit if it expends funds under
only one federal program and the federal program’s laws, regulating or grant
agreements do not require a financial statement audit of the Party.
A Subrecipient is exempt if the Party expends less than $500,000 in total federal
assistance in one year.
The Subrecipient will complete the Certification of Audit Requirement annually
within 45 days after its fiscal year end. If a single audit is required, the sub-recipient
will submit a copy of the audit report to the primary pass-through Party and any other
pass-through Party that requests it within 9 months. If a single audit is not required,
the Subrecipient will submit the Schedule of Federal Expenditures within 45 days.
These forms will be mailed to the Subrecipient by the Department of Finance and
Management near the end of its fiscal year. These forms are also available on the
Finance & Management Web page at: http://finance.vermont.gov/forms
10. Records Available for Audit: The Party will maintain all books, documents, payroll
papers, accounting records and other evidence pertaining to costs incurred under this
agreement and make them available at reasonable times during the period of the
Agreement and for three years thereafter for inspection by any authorized
representatives of the State or Federal Government. If any litigation, claim, or audit is
started before the expiration of the three year period, the records shall be retained
until all litigation, claims or audit findings involving the records have been resolved.
The State, by any authorized representative, shall have the right at all reasonable
times to inspect or otherwise evaluate the work performed or being performed under
this Agreement.
11. Fair Employment Practices and Americans with Disabilities Act: Party agrees to
comply with the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to
fair employment practices, to the full extent applicable. Party shall also ensure, to the
full extent required by the Americans with Disabilities Act of 1990 that qualified
individuals with disabilities receive equitable access to the services, programs, and
activities provided by the Party under this Agreement. Party further agrees to include
this provision in all subcontracts.
State of Vermont – Attachment C_BGS_1/08/09 Page 12 of 27
12. Set Off: The State may set off any sums which the Party owes the State against any
sums due the Party under this Agreement; provided, however, that any set off of
amounts due the State of Vermont as taxes shall be in accordance with the procedures
more specifically provided hereinafter.
13. Taxes Due to the State:
a. Party understands and acknowledges responsibility, if applicable, for
compliance with State tax laws, including income tax withholding for
employees performing services within the State, payment of use tax on
property used within the State, corporate and/or personal income tax on
income earned within the State.
b. Party certifies under the pains and penalties of perjury that, as of the date the
Agreement is signed, the Party is in good standing with respect to, or in full
compliance with, a plan to pay any and all taxes due the State of Vermont.
c. Party understands that final payment under this Agreement may be withheld if
the Commissioner of Taxes determines that the Party is not in good standing
with respect to or in full compliance with a plan to pay any and all taxes due
to the State of Vermont.
d. Party also understands the State may set off taxes (and related penalties,
interest and fees) due to the State of Vermont, but only if the Party has failed
to make an appeal within the time allowed by law, or an appeal has been taken
and finally determined and the Party has no further legal recourse to contest
the amounts due.
14. Child Support: (Applicable if the Party is a natural person, not a corporation or
partnership.) Party states that, as of the date the Agreement is signed, he/she:
a. is not under any obligation to pay child support; or
b. is under such an obligation and is in good standing with respect to that
obligation; or
c. has agreed to a payment plan with the Vermont Office of Child Support
Services and is in full compliance with that plan.
Party makes this statement with regard to support owed to any and all children
residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes
this statement with regard to support owed to any and all children residing in any
other state or territory of the United States.
15. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of
his Agreement or any portion thereof to any other Party without the prior written
approval of the State. Party also agrees to include in all subcontract or subgrant
agreements a tax certification in accordance with paragraph 13 above.
16. No Gifts or Gratuities: Party shall not give title or possession of any thing of
substantial value (including property, currency, travel and/or education programs) to
any officer or employee of the State during the term of this Agreement.
State of Vermont – Attachment C_BGS_1/08/09 Page 13 of 27
17. Copies: All written reports prepared under this Agreement will be printed using both
sides of the paper.
18. Certification Regarding Debarment: Party certifies under pains and penalties of
perjury that, as of the date that this Agreement is signed, neither Party nor Party’s
principals (officers, directors, owners, or partners) are presently debarred, suspended,
proposed for debarment, declared ineligible or excluded from participation in federal
programs or programs supported in whole or in part by federal funds.
(End of Standard Provisions)
State of Vermont – Attachment C_BGS_1/08/09 Page 14 of 27
ATTACHMENT D: Commodity Purchases Terms and Conditions
(Review and remove as needed)
1. Statement of Rights: The State of Vermont reserves the right to obtain
clarification or additional information necessary to properly evaluate a proposal.
Vendors may be asked to give a verbal presentation of their proposal after
submission. Failure of vendor to respond to a request for additional information
or clarification could result in rejection of that vendor's proposal. To secure a
project that is deemed to be in the best interest of the State, the State reserves the
right to accept or reject any and all bids, in whole or in part, with or without
cause, and to waive technicalities in submissions. The State also reserves the right
to make purchases outside of the awarded contracts where it is deemed in the best
interest of the State.
2. Responses: Responses must be submitted on, or in accordance with, forms or
format requirements provided by the Office of Purchasing & Contracting. Prices
and all other information entered on the quote, except signature of vendor, should
be typed or printed for legibility. ALL SUBMISSIONS MUST BE SIGNED.
3. Prices: Unless otherwise stated, prices are net and no charge for packing, shipping,
or for any other purpose will be allowed over and above the price quoted. Prices
quoted for printing are to include printing, binding, wrapping, and packaging. All
prices are delivered F.O.B. destination, unless otherwise stated.
4. Taxes: Most state purchases are not subject to federal or state sales or excise taxes
and must be invoiced tax free. An exemption certificate will be furnished upon
request covering taxable items. The contractor agrees to pay all Vermont taxes
which may be due as a result of this order. If taxes are to be applied to the
purchase it will be so noted in the response.
5. Order of Precedence: The order of precedence for documentation will be the
State of Vermont Standard Contract Form and attachments, the bid document and
any amendments, and the vendor’s response and any amendments.
6. Substitution: Unless otherwise stated, vendors may offer substitutes to items
identified by a manufacturer’s number or brand. When offering a substitution,
vendor must describe any differences and provide technical information that will
State of Vermont – Attachment C_BGS_1/08/09 Page 15 of 27
assist in the evaluation. After an award is made, substitutions are not acceptable
unless authorized in writing by the Office of Purchasing & Contracting.
7. Specification Change: Any changes or variations in the specifications must be
received in writing from the Office of Purchasing & Contracting. Verbal
instructions or written instructions from any other source are not to be considered.
8. Method of Award: Awards will be made under the provisions of 29 V.S.A. § 903.
The State may award one or more contracts and reserves the right to make
additional awards to other compliant bidders at any time during the first year of
the contract if such award is deemed to be in the best interest of the State. All
other considerations being equal, preference will be given to resident bidders of
the State and/or to products raised or manufactured in the State.
9. Default: In case of default of the contractor, the State may procure the materials or
supplies from other sources and hold the contractor responsible for any excess
cost occasioned thereby, provided, that if public necessity requires the use of
materials or supplies not conforming to the specifications they may be accepted
and payment therefore shall be made at a proper reduction in price.
10. Cancellation: The State specifically reserves the right to cancel the contract or
any portion thereof providing, in the opinion of its Commissioner of Buildings
and General Services, the services or materials supplied by the contractor are not
satisfactory or are not consistent with the terms of the contract.
11. Delivery: Liability for product delivery remains with the contractor until the
product is properly delivered and signed for in accordance with the Office of
Purchasing & Contracting terms and conditions. Shipments shall be securely and
properly packed, according to accepted commercial practices, without extra
charge for packing cases or other containers. Such containers will remain the
property of the State unless otherwise stated. Delivered goods that do not
conform to the specifications or are not in good condition upon receipt shall be
replaced promptly by the contractor.
12. Invoicing: All invoices are to be rendered by the Contractor on the vendor's
standard bill-head and forwarded directly to the institution or agency ordering
materials or services.
13. Non Collusion: The State of Vermont is conscious of and concerned about
collusion. It should therefore be understood by all that in signing bid and contract
documents they agree that the prices quoted have been arrived at without
collusion and that no prior information concerning these prices has been received
from or given to a competitive company. If there is sufficient evidence to warrant
investigation of the bid/contract process by the Office of the Attorney General, all
bidders should understand that this paragraph might be used as a basis for
litigation.
State of Vermont – Attachment C_BGS_1/08/09 Page 16 of 27
14. Amendments: No changes, modifications, or amendments in the terms and
conditions of this contract shall be effective unless reduced to writing, numbered,
and signed by the duly authorized representative of the State and Contractor.
15. Confidentiality: The successful response will become part of the contract file
and will become a matter of public record as will all other responses received. If
the response includes material that is considered by the bidder to be proprietary
and confidential under 1 VSA, Chapter 5, the bidder shall clearly designate the
material as such, explaining why such material should be considered confidential.
The bidder must identify each page or section of the response that it believes is
proprietary and confidential with sufficient grounds to justify each exemption
from release, including the prospective harm to the competitive position of the
bidder if the identified material were to be released. Under no circumstances can
the entire response or price information be marked confidential. Responses so
marked may not be considered.
16. Certification for apparel, footwear, and textiles (sweatshop prohibition):
Before commencing work on this contract, the contractor must provide
certification from each supplier that meets the requirements of 29 V.S.A. §922(a)
as well as a list of the names and addresses of each supplier, as required by 29
V.S.A. §922(b). Contractor certifies that if, at any time during the contract
period, there are changes to the information in the certification or to the list of
suppliers the contractor will promptly inform the Commissioner of Buildings and
General Services of such changes.
State of Vermont – Attachment C_BGS_1/08/09 Page 17 of 27
ATTACHMENT D (Review and remove as needed)
OTHER PROVISIONS
1. The Work may not include expiration codes, “time bombs”, or similar devices that
can disable the software once a proper key is provided.
2. The Work may not contain any routines, functions, or devices that can or are designed
to transmit or transfer any data surreptitiously to the Contractor or any other party.
Nor may the software contain any routines, functions, or similar devices designed to
permit the Contractor or a third party to surreptitiously access data on the State’s
network or on any of the State’s computers.
3. No amendment or modification of any provision of this Contract will be effective
unless it is in writing and signed by both parties.
4. Additional Documents. All terms and conditions contained in any document not
signed by both parties, such as a purchase order, invoice or a click-wrap license are
excluded from this Contract and will have no legal effect.
5. The State shall have the right to negotiate support levels and associated costs.
6. The solution developed will be fully documented as per current Contractor-developed
training, technical and user guide documentation to allow the State to be self-
supporting. Contractor will provide all standard product documentation to State.
7. State specific funded development provided by the Contractor will be conducted
using software development best practices as defined by the Contractor and approved
by the State.
8. All reports developed will conform to American’s with Disabilities Act guidelines
(Section 508 Compliant).
9. All problems associated with conducting the Work will be clearly communicated to
the State in writing.
10. The Contractor shall be in a position to assign additional, or new, resources as
required to ensure project success and timely completion.
State of Vermont – Attachment C_BGS_1/08/09 Page 18 of 27
11. Change Requests. The State may, from time to time, wish to make changes to the
professional services or deliverables as set out in the Statement of Work (“Change
Requests”). State and Contractor will negotiate in good faith any changes to costs,
scope or delivery schedules arising from any requested Change Request. Contractor
will provide State with a quote for the mutually acceptable changes in the scope of
timing of the services, and State shall indicate its acceptance of the quote in writing.
No oral agreement between persons involved in the project will be binding on either
Contractor or State. Unless and until a proposed Change Request has been approved
by the parties in writing, each party shall continue to perform its obligations under
this Contract as if the change had never been proposed.
12. State of Vermont will have a right to use the Software for all employees at any of its
locations based on the number of users and environments licensed.
13. Escrow.
A. Contractor will maintain during the term of the Contract or any
Software Maintenance and Support Agreement (and for so long as Contractor is
obligated to provide support services for the Software, under this Agreement or any
other agreement), a Source Code escrow deposit agreement with an independent
escrow agent, in the form as attached at Attachment F. Contractor retains the right to
select the escrow agent, provided that the escrow Agreement is substantially similar
to that in Attachment F.
“Source Code" means the human-readable version of the Software that can be
compiled into machine-readable code. Within 30 days of execution of this
Standard Contract for Personal Services, Contractor will add and maintain State
as a beneficiary of the Escrow Deposit Agreement during any Support term unless
advised by State to not do so, and Contractor will pay all fees charged by the
escrow agent to add and maintain State as a beneficiary. The Source Code of the
Software will be released to State from escrow according to the procedure
described in the Escrow Deposit Agreement upon the occurrence of the events
described therein. Contractor will deposit with the agreed escrow agent Source
Code for all Contractor standard Software. Client specific configurations,
extensions, reports or customizations are not to be held in the escrow account.
B. State is hereby granted a limited, non-transferable, non-assignable,
non-sub-licensable (except as provided below), non-exclusive license to use and
modify , execute, and compile the Source Code, solely in the event in the occurrence
of a Release Condition as set out under the terms of Exhibit C of the Escrow Deposit
Agreement, solely for internal use and only to the extent necessary to: (a) correct
errors and support the number of copies of the Software legally installed by State and
to which such Source Code relates, or (b) to achieve interoperability with other
programs.
State of Vermont – Attachment C_BGS_1/08/09 Page 19 of 27
C. The Source Code shall at all times remain the sole and exclusive
property of Contractor. Upon the occurrence of a Release Condition as defined under
the Escrow Deposit Agreement, State agrees to:
i) maintain the confidentiality of the released Source Code at all times;
ii) use the Source Code only within the premises of State;
iii) keep the Source Code, at all times, in a secure area, such that only
those individuals who have a need to know shall be permitted to access the Source
Code;
iv) keep a record of the name and title of the individual(s) having access
to the Source Code and a summary of the use of the Source Code; and
v) exercise its best efforts to avoid publication, disclosure or
unauthorized dissemination and use of the Source Code, which shall be no less
than those efforts State employs with respect to its own highly proprietary
information and trade secrets.
D. Upon the occurrence of a Release Condition as defined under the
Escrow Deposit Agreement, State further agrees that it shall ensure that the secure
area within which the Source Code will be located will have:
i) physical security controls that isolate the secure area from physical
access by anyone not directly authorized to access or use the Source Code;
ii) logical access controls that enforce positive control over access to the
Source Code, the applications, and operating systems functions that interact with
the Source Code;
iii) code integrity controls that verify the integrity of the Source Code;
and
iv) connectivity controls that ensure that all network connections to the
Source Code are under the positive control of those personnel with direct
responsibility for the security of the Source Code.
14. Minimum Availability. For so long as the Contractor, or its successors, makes
Maintenance and Support available to other States, the State will be entitled to
participate in that Maintenance and Support under the terms of this Contract and in
exchange for the fees identified in the applicable agreement(s).
15. Lapse and Reinstatement. Except under the Contract, if the State opts to not renew
Maintenance and Support for some or all of the Software licensed by the State under
this Contract, the State may subsequently purchase Maintenance and Support for such
Software provided that all retroactive Maintenance and Support fees previously
unpaid are paid in full up to the prior date of termination of the support. The State
will then be subject to the current GSA price for all Maintenance and Support Fees.
If the State opts to terminate the Contract without immediate conversion to any other
license model with active Maintenance and Support including payment of all
applicable fees, all license and Maintenance and Support rights are terminated.
State of Vermont – Attachment C_BGS_1/08/09 Page 20 of 27
16. Binding Effect. The software license and maintenance agreement will be binding
upon and inure to the benefit of the respective successors and assigns of the State and
the Contractor.
Attachment D: Other Contract Provisions
Many contracts can be fully described using the materials described in the
preceding attachments. In some cases, however, agencies will want to add specially
tailored provisions not available on preprinted forms or in the main contract itself. In
addition, when contracting for professional services, agencies will be required (absent an
appropriate waiver) to include a professional liability insurance provision.
Attachment D of the contract “Other Provisions” should be used for this purpose as
suggested below:
Audit of federal sub-recipient: Under current interpretations of federal law, contractor
will be considered a “sub-recipient” subject to the federal single audit act. Contractor will
comply with audit requirements contained in Circular A-128/ Circular A110 and/or other
applicable circulars of the U.S. Office of Management and Budget. The cost of such an
audit will be borne by the contractor/is included in the payment provisions of this
contract. Comment: Current federal law defines a “sub-recipient” of federal money as an
organization that receives federal assistance from a recipient (the agency) to carry out a
program. Such sub-recipients are subject to federal audit requirements. However, if a
contract is a “procurement contract to buy goods or services,” then the contractor is not
a sub-recipient and is not subject to federal audit requirements. Most services contracts
should be exempt from federal audit requirements for this reason. Agency officials should
consult federal officials about whether the language above should be included in a
particular contract.
Availability of federal funds: This contract is funded in whole or in part by federal funds.
In the event the federal funds supporting this contract become unavailable or are reduced,
the State may cancel this contract immediately, and the State shall have no obligation to
pay Contractor from State revenues.
State of Vermont – Attachment C_BGS_1/08/09 Page 21 of 27
Comment: Use this clause when the state agency is not willing or able to
compensate for the loss of federal funds on short notice. Agency fiscal officers should
closely monitor funding availability and performance under these contracts, as the State
may remain liable for expenditures made in good faith by the Contractor prior to notice
of cancellation.
Compliance with other laws: The Contractor agrees to comply with the requirements of
[list specific applicable federal or state statutory or regulatory provisions], and agrees
further to include a similar provision in any and all subcontracts.
Comment: Use this clause to refer to any statutory or regulatory
provisions that must by law, grant condition or otherwise, be included in the
wording of the contract. This may include in particular cases the provisions of the
Federal Rehabilitation Act of 1973 (Sec. 504), as amended; the Age Discrimination
Act of 1975; and the Civil Rights Act of 1964.
Confidentiality: Sometimes agencies have legitimate needs to protect confidential
information. The RFP can require contractors to maintain confidentiality, although
the contract ultimately should duplicate this requirement. Conversely, bidders
sometimes want to know how the State will treat the bidder’s proprietary
information. The RFP should state whether such information will be returned or
retained by the agency.
Contractors’ liens: Contractor will discharge any and all contractors’ or
mechanics’ liens imposed on property of the State through the actions of
subcontractors.
Comment: On occasion a subcontractor may do some work to State
property that could be construed by the subcontractor to give rise to a lien against
the property. While artisans’ (mechanics’) liens cannot be enforced against State
property (See 12 V.S.A. § 5601(a)), it is nevertheless best practice to require the
contractor to correct the matter and thereby avoid litigation.
Cost of materials: Contractor will not buy materials and resell to the State at a profit.
Identity of workers: The Contractor will assign the following individuals [list
individuals] to the services to be performed under the provisions of this contract, and
State of Vermont – Attachment C_BGS_1/08/09 Page 22 of 27
these individuals shall be considered essential to performance. Should any of the
individuals become unavailable during the period of performance, the State shall
have the right to approve any proposed successors, or, at its option, to cancel the
remainder of the contract.
Individually identifying information: Contractor must not use or disclose any
individually identifying information that pursuant to this contract is disclosed by the
State to the contractor, created by the contractor on behalf of the State, or used by
the contractor for any purpose other than to complete the work specifications of this
Contract unless such use or disclosure is required by law, or when contractor obtains
permission in writing from the State to use or disclose the information and this
written permission is in accordance with federal and state law.
Legal services: Contractor will be providing legal services under this contract.
Contractor agrees that during the term of the contract he or she will not represent
anyone in a matter, proceeding, or lawsuit against the State of Vermont or any of its
agencies or instrumentalities. After termination of this contract, contractor also
agrees that he or she will not represent anyone in a matter, proceeding, or lawsuit
substantially related to this contract.
Owner’s protective liability insurance: The contractor shall carry liability insurance
protecting the State and the contractor from all claims because of bodily injury or
death and property damage, arising out of the work performed under the contract.
The liability insurance shall be in an amount not less than $1,000,000 and a
certificate of insurance shall be furnished to the State before commencement of
work.
Comment: Owners Protective Liability Insurance should be utilized when a
contractor’s business involves work at multiple job sites (not necessarily all for the
State) and it is unclear whether the contractor would have adequate insurance
coverage in the event of multiple occurrences at different sites. For example,
contracts with large construction companies should include such a clause.
Ownership of equipment: Any equipment purchased by or furnished to the
contractor by the State under this contract is provided on a loan basis only and
remains the property of the State.
State of Vermont – Attachment C_BGS_1/08/09 Page 23 of 27
Performance bond: The contractor shall, prior to commencing work under this
contract, furnish to the State a payment and performance bond from a reputable
insurance company licensed to do business in the State of Vermont, guaranteeing the
satisfactory completion of the contract by the contractor and payment of all
subcontractors, suppliers and employees.
Comment: Performance Bonds have limited application in contracts for services.
This clause provides protection against failure of the contractor to perform adequately
under the contract or distribute funds to subcontractors or suppliers. Since the cost of the
bond will increase the State’s cost, the clause should only be used on larger contracts or
where there are significant concerns about a contractor’s financial or other abilities. If a
contractor is expected to handle large sums of money as agent for the State, the term
“surety bond” should be substituted for “payment and performance bond.”
Prior approval/review of releases: Any notices, information pamphlets, press
releases, research reports, or similar other publications prepared and released in
written or oral form by the contractor under this contract shall be approved/reviewed
by the State prior to release.
Comment: All material published in connection with
activities performed under State contract should be reviewed and approved by the
appropriate official before release. When academic freedom becomes an issue,
agency review but not agency approval may be appropriate.
Professional liability insurance: Before commencing work on this contract and
throughout the term of this contract, contractor shall procure and maintain
professional liability insurance for any and all services performed under this
contract, with minimum coverage of $_________ per occurrence.
Comment:Professionals with whom the State contracts, such as lawyers,
architects, engineers, and health care providers, must be required to maintain
professional liability insurance in sufficient amounts to protect the State’s interest from
the consequences of negligence. The Director of Risk Management will determine the
minimum amount appropriate for different classes of professionals.
Progress reports: The contractor shall submit progress reports to the State according
to the following schedule. [insert schedule] Each report shall describe the status of
State of Vermont – Attachment C_BGS_1/08/09 Page 24 of 27
the contractor’s performance since the preceding report and the progress expected to
be made in the next successive period. Each report shall describe contractor
activities by reference to the work specifications contained in Attachment A of this
contract and shall include a statement of work hours expended, expenses incurred,
bills submitted, and payments made.
Comment: This clause may be used either in Attachment A (Specifications of
Work to be Performed) or here. It provides information for interim evaluation of the
contractor’s work and assists in detecting difficulties that may lead to necessary
modification or cancellation of the contract. If payments are to be conditioned on receipt
of progress reports, this should be clearly set forth in Attachment B: Payment Provisions.
Work product ownership: Upon full payment by the State, all products of the
contractor’s work, including outlines, reports, charts, sketches, drawings, art work,
plans, photographs, specifications, estimates, computer programs, or similar
documents, become the sole property of the State of Vermont and may not be
copyrighted or resold by contractor.
State of Vermont – Attachment C_BGS_1/08/09 Page 25 of 27
ATTACHMENT E: (Remove if not wanted or modify)
Licensing agreement.
The State shall be granted a nonexclusive, perpetual right and license to
use such software and documentation for its internal use. All software provided to
the State of Vermont shall be in object code form only and the State of Vermont
shall not reverse engineer, decompile or otherwise attempt to discover the source
code of the software.
Notwithstanding the foregoing, and excluding any property that
constitutes Outside Property (as defined below), any work product developed
specifically for the State by Vendor in connection with performing the services
and which would not have general application for Vendor’s other customers
(“Work Product”) shall be the sole property of the State upon the State’s payment
in full of all associated services fees. Vendor shall, however, retain all right, title,
and interest (including any and all intellectual property rights) it has in and to all
Outside Property. For purposes of the foregoing, “Outside Property” shall mean
all information, methodologies, data, ideas, concepts, know-how, techniques,
documentation, software and development tools that Vendor possesses prior to the
commencement of the services for the State and any derivatives, modifications or
enhancements made to any such property while performing the Services.
The State also acknowledges and agrees that Vendor is in the business of
providing the services, and as such will retain the unlimited right to use and to
sublicense to others the ideas, concepts, techniques, processes, routines,
algorithms or other expertise which Vendor develops or employs in providing the
services, including those acquired in developing the Work Product, in any
products and for any purposes (including providing services and developing
deliverables for other customers), provided that the same do not contain the
Confidential Information of the State.
To the extent that Vendor incorporates any Outside Property into any
Work Product, then Vendor would grants the State a royalty-free, non-exclusive
license to use such Outside Property (except for Vendor’s proprietary software
which is licensed to the State solely as necessary for and in conjunction with
State's use of the Work Product.
State of Vermont – Attachment C_BGS_1/08/09 Page 26 of 27
State of Vermont – Attachment C_BGS_1/08/09 Page 27 of 27