Sealed proposals, subject to the attached conditions, will be
received at this office until June 16, 2016
@ 3:00 p.m.
Central Time for the acquisition of the products/services described
below for Mississippi Department of Transportation.
Bridge Analytical Tool Software
THIS RFP CONTAINS MANDATORY REQUIREMENTS TO WHICH NO EXCEPTION MAY BE
TAKEN. SEE SECTION VII, ITEM 2, FOR DETAILS.
Vendor must submit proposals and direct inquiries to:
prevent opening by unauthorized individuals, all copies of the
proposal must be sealed in the package. The following must be
clearly typed on a label affixed to the package in a clearly visible
SUBMITTED IN RESPONSE TO
June 16, 2016 @ 3:00 p.m.,
P. Orgeron, Ph.D.
RFP Response Checklist
Response Checklist: These items should be included in your response
to RFP No. 3893.
clearly marked original response and four (4) identical copies of
the complete proposal. Label the front and spine of the
three-ring loose-leaf binder with the Vendor name and RFP number.
Include the items listed below inside the binder. Please DO NOT
include a copy of the RFP in the binder.
signed and dated. (Section I)
applicable (Section I)
if applicable (Section V)
response to RFP
response to Technical
response to Cost
the following information regarding the person responsible for the
completion of your proposal. This person should also be the person
the Mississippi Department of Information Technology Services, (ITS),
should contact for questions and/or clarifications.
to acceptance by ITS,
the Vendor acknowledges that by submitting a proposal AND signing in
the space indicated below, the Vendor is contractually obligated to
comply with all items in this Request for Proposal (RFP), including
the Standard Contract in Exhibit A if included herein, except those
listed as exceptions on the Proposal Exception Summary Form. If no
Exception Summary Form
is included, the Vendor is indicating that he takes no exceptions.
This acknowledgement also contractually obligates any and all
subcontractors that may be proposed. Vendors who sign below may not
later take exception to any point during contract negotiations. The
Vendor further certifies that the company represented here is an
authorized dealer in good standing of the products/services included
in this proposal.
of Officer in Bind of Company/Date
(typed or printed)
Vendor must provide a summary of the main components of
products/services offered in this proposal using 100 words or less.
Proposal Bond is not required for this procurement.
objective of the Proposal Submission Requirements section is to
provide Vendors with the information required to submit a response to
this Request for Proposal (RFP). A Vendor who has responded to
previous RFPs issued by ITS
should not assume that the requirements are the same, as changes may
have been made.
to follow any instruction within this RFP may, at the State’s sole
discretion, result in the disqualification of the Vendor’s
State has no obligation to locate or acknowledge any information in
the Vendor’s proposal that is not presented under the appropriate
outline according to these instructions and in the proper location.
Vendor’s proposal must be received, in writing, by the office of
by the date and time specified. ITS
is not responsible for any delays in delivery or expenses for the
development or delivery of proposals. Any proposal received after
proposal opening time will be returned unopened. Any proposal
received with insufficient postage will be returned unopened.
or alterations by fax, e-mail, or phone will not be accepted.
signatures are required on one copy of the Submission Cover Sheet
and Configuration Summary, and the Vendor’s original submission
must be clearly identified as the original. The Vendor’s original
proposal must include the Proposal Bond, (if explicitly required in
reserves the right to reject any proposals, including those with
exceptions, prior to and at any time during negotiations.
reserves the right to waive any defect or irregularity in any
Vendor may intersperse their response following each RFP
specification but must not otherwise alter or rekey any of the
original text of this RFP. If the State determines that the Vendor
has altered any language in the original RFP, the State may, in its
sole discretion, disqualify the Vendor from further consideration.
The RFP issued by ITS
is the official version and will supersede any conflicting RFP
language submitted by the Vendor.
Vendor must conform to the following standards in the preparation of
the Vendor’s proposal:
Vendor is required to submit one clearly marked original response
and four (4) identical copies of the complete proposal, including
all sections and exhibits, in three-ring binders.
prevent opening by unauthorized individuals, all copies of the
proposal must be sealed in the package. A label containing the
information on the RFP cover page must be clearly typed and affixed
to the package in a clearly visible location.
each page of the proposal.
to the sections and exhibits in the same order as this RFP.
and tab the responses to each section and exhibit, using the
corresponding headings from the RFP.
the Vendor does not agree with any item in any section, then the
Vendor must list the item on the Proposal Exception Summary
Form. (See Section V for additional instructions regarding
an outline point in an attachment requests information which is not
applicable to the products/services proposed. If the Vendor is
certain the point does not apply to the given RFP, the Vendor
should respond with “NOT APPLICABLE.”
an outline point asks a question or requests information, the
Vendor must respond with the specific answer or information
an outline point/attachment is a statement provided for the
Vendor’s information only, the Vendor need only read that point.
The Vendor acknowledges having read and accepting, or taking
exception to, all sections by signing the Submission Cover Sheet
and providing a Proposal Exception Summary Form.
a minimum requirement has been identified, respond by stating the
item (e.g., device name/model number, guaranteed response time)
proposed and how it will meet the specifications.
Vendor must fully respond to each requirement within the
Technical Specifications by fully describing the manner and
degree by which the proposal meets or exceeds said requirements.
is the responsibility of the Vendor to clearly identify all costs
associated with any item or series of items in this RFP. The Vendor
must include and complete all parts of the Cost Information
Submission in a clear and accurate manner. Omissions,
errors, misrepresentations, or inadequate details in the Vendor’s
Cost Information Submission may be grounds for rejection of the
Vendor’s proposal. Costs that are not clearly identified will be
borne by the Vendor.
The Vendor must complete the Cost
in this RFP, which outlines the minimum requirements for providing
cost information. The Vendor should supply supporting details as
described in the Cost
reserves the right to request additional information or
clarification of a Vendor’s proposal. The Vendor’s cooperation
during the evaluation process in providing ITS
staff with adequate responses to requests for clarification will be
considered a factor in the evaluation of the Vendor’s overall
responsiveness. Lack of such cooperation or failure to provide the
information in the manner required may, at the State’s discretion,
result in the disqualification of the Vendor’s proposal.
clarifications and updates submitted after the deadline for
proposals will be accepted or rejected at the sole discretion of
clarifications in the evaluation and selection of lowest and best
proposal will be considered only if all the following conditions are
clarification to a proposal that includes a newly announced product
line or service with equal or additional capability to be provided
at or less than the proposed price will be considered.
provided must be in effect nationally and have been formally and
publicly announced through a news medium that the Vendor normally
uses to convey customer information.
must be received early enough in the evaluation process to allow
adequate time for re-evaluation.
Vendor must follow procedures outlined herein for submitting
updates and clarifications.
Vendor must submit a statement outlining the circumstances for the
Vendor must submit one clearly marked original and four (4) copies
of the clarification.
Vendor must be specific about which part of the original proposal
is being changed by the clarification (i.e., must include exact RFP
reference to section and outline point).
the issue date of this RFP until a Vendor is selected and the
selection is announced, responding Vendors or their representatives
may not communicate, either orally or in writing regarding this RFP
with any statewide elected official, state officer or employee,
member of the legislature or legislative employee except as noted
herein. To ensure equal treatment for each responding Vendor, all
questions regarding this RFP must be submitted in writing to the
State’s contact person for the selection process, and not later
than the last date for accepting responding Vendor questions provided
in this RFP. All such questions will be answered officially by the
State in writing. All such questions and answers will become addenda
to this RFP, and they will be posted to the ITS web site. Vendors
failing to comply with this requirement will be subject to
State’s contact person for the selection process is: ,
Technology Consultant, 3771 Eastwood Drive, Jackson, MS 39211,
may consult with State representatives as designated by the State’s
contact person identified in 14.1 above in response to
State-initiated inquiries. Vendor may consult with State
representatives during scheduled oral presentations and
demonstrations excluding site visits.
objective of the Vendor Information section of this RFP is to provide
Vendors with information required to respond to the RFP successfully.
terms “Vendor” and “Contractor” are referenced throughout
this RFP. Generally, references to the “Vendor” are used in
conjunction with the proposing organization and procurement process
leading up to the final RFP selection and award. The term
“Contractor” denotes the role assumed, post-award, by the winning
Vendor. Additionally, the terms “State of Mississippi,” “State”
or “ITS” may be used interchangeably throughout this RFP to
denote the political entity issuing the RFP and requesting responses
from Vendors throughout these specifications. References to a
specific agency, institution or other political entity represent the
client or customer on whose behalf ITS is issuing the RFP.
Responsibility to Examine RFP
must examine all documents, forms, specifications, standard
provisions, and instructions.
as Property of State
written proposal material becomes the property of the State of
Amendment to RFP
interpretation of an ITS
will be made by written amendment only. The State will not be
responsible for any other explanation of this RFP. A copy of any
amendment will be posted on the ITS
with the associated RFP specification. Vendors are required to check
website periodically for RFP amendments before the proposal opening
and all amendments will be posted no later than noon, seven days
prior to the proposal opening date listed on the cover page of this
If you are unable to access the ITS
website, you may contact the ITS
technology consultant listed on page one of this RFP and request a
Communications Not Binding
transactions which are in writing from ITS
may be considered official. No negotiations, decisions, or actions
shall be executed by any Vendor as a result of any discussions with
any State employee.
Responsibility for Delivery
must ensure, through reasonable and sufficient follow-up, proper
compliance with, and fulfillment of all schedules and deliverables
specified within the body of this RFP. The State will not be
responsible for the failure of any delivery medium for submission of
information to or from the Vendor, including but not limited to,
public and private carriers, U.S. mail, Internet Service Providers,
facsimile, or e-mail.
State's intent in issuing this RFP is to award a contract to the
lowest and best responsive Vendor who meets specifications,
considering price and other factors. The
Vendor’s past performance, cooperation, and ability to provide
service and training are general factors that will be weighed in the
More specific information concerning evaluation criteria is
presented in Technical
reserves the right to make multiple awards.
to Award in Whole or Part
reserves the right to approve an award by individual items or in
total, whichever is deemed to be in the best interest of the State of
to Use Proposals in Future Projects
State reserves the right to evaluate the awarded proposal from this
RFP, including all products and services proposed therein, along with
the resulting contractual terms, for possible use in future projects
if (a) it is deemed to be in the best interest of the State to do so;
and (b) the Vendor is willing to extend a cost less than or equal to
that specified in the awarded proposal and resulting contract. A
decision concerning the utilization of a Vendor’s proposal for
future projects is solely at the discretion of the State and requires
the agreement of the proposing Vendor. The State’s decision to
reuse an awarded proposal will be based upon such criteria as: (1)
the customer’s business requirements; (2) elapsed time since the
award of the original project; and/or (3) research on changes in the
Vendor, market, and technical environments since the initial award.
Changes During Award or Renewal Period
price increase will not be accepted during the award period or the
renewal period, unless stipulated in the contract. However, the
State will always take advantage of price decreases.
to Request Information
State reserves the right to request information relative to a
Vendor’s references and financial status and to visit a Vendor’s
facilities during normal working hours. The State also reserves the
right to request a current financial statement, prepared and
certified by an independent auditing firm, and reserves the right to
require that Vendors document their financial ability to provide the
products and services proposed up to the total dollar amount of the
Vendor’s Cost Information Submission. The State reserves the right
to request information about the Vendor from any previous customer of
the Vendor of whom the State is aware, even if that customer is not
included in the Vendor’s list of references.
RFPs including professional services specifications, the Vendor will
be required to provide and/or certify the following for each
individual included in the Vendor’s proposal:
direct telephone number at which the individual may be contacted
for a telephone interview. The State will pay toll charges in the
continental United States. The Vendor must arrange a toll-free
number for all other calls.
if onsite interviews are required, the individual can be at the
specified location in Mississippi within the timeframe specified.
All costs associated with onsite interviews will be the
responsibility of the Vendor.
the individual is proficient in spoken and written English;
the individual is a U.S. citizen or that the individual meets and
will maintain employment eligibility requirements in compliance
with all INS regulations. The Vendor must provide evidence of
identification and employment eligibility prior to the award of a
contract that includes any personnel who are not U. S. citizens.
the personnel assigned to a project will remain a part of the
project throughout the duration of the contract as long as the
personnel are employed by the Vendor, unless replaced by the Vendor
at the request of the State. This requirement includes the
responsibility for ensuring all non-citizens maintain current INS
eligibility throughout the duration of the contract.
Vendor must specifically document what limitations, if any, exist in
working with any other Contractor acting in the capacity of the
State’s business partner, subcontractor or agent who may be
managing any present or future projects; performing quality
assurance; integrating the Vendor’s software; and/or providing
web-hosting, hardware, networking or other processing services on the
State’s behalf. The project relationship may be based on roles as
either equal peers; supervisory – subordinate; or subordinate –
supervisory, as determined by the State. The State recognizes that
the Vendor may have trade secrets, intellectual property and/or
business relationships that may be subject to its corporate policies
or agreements. The State must understand these issues in order to
decide to what degree they may impact the State’s ability to
conduct business for this project. These considerations will be
incorporated accordingly into the proposal evaluation and selection
process. The understanding reached between the Vendor and the State
with regard to this business relationship precludes the Vendor from
imposing any subsequent limitations of this type in future project
undertakings by the State.
and Final Offer
State reserves the right to solicit Best and Final Offers (BAFOs)
from Vendors, principally in situations in which proposal costs
eclipse available funding or the State believes none of the competing
proposals presents a Best Value (lowest and best proposal)
opportunity. Because of the time and expense incurred by both the
Vendor community and the State, BAFOs are not routinely conducted.
Vendors should offer their best pricing with the initial
solicitation. Situations warranting solicitation of a BAFO will be
considered an exceptional practice for any procurement. Vendors that
remain in a competitive range within an evaluation may be requested
to tender Best and Final Offers, at the sole discretion of the State.
All such Vendors will be provided an equal opportunity to respond
with a Best and Final Offer under a procedure to be defined by the
State that encompasses the specific, refined needs of a project, as
part of the BAFO solicitation. The State may re-evaluate and amend
the original project specifications should it be deemed necessary in
order to improve the opportunity for attaining Best Value scenarios
from among the remaining competing Vendors. All BAFO proceedings
will be uniformly conducted, in writing and subject to solicitation
by the State and receipt from the Vendors under a precise schedule.
Vendor must receive
written approval from the State before advertising or referencing the
award of the contract or the services being provided. The Vendor
must agree not to refer to awards in commercial advertising in such a
manner as to state or imply that the firm or its services are
endorsed or preferred by the State of Mississippi.
Reserved to Use Existing Product Contracts
State reserves the right on turnkey projects to secure certain
products from other existing ITS
if it is in its best interest to do so. If this option is exercised,
then the awarded Vendor must be willing to integrate the acquisition
and implementation of such products within the schedule and system
Information to be Included
addition to answering each specification within this RFP, the Vendor
must include complete product/service information, including product
pictorials and technical/descriptive literature relative to any
product/service offered with the proposal. Information submitted
must be sufficiently detailed to substantiate that the
products/services offered meet or exceed specifications.
Contract Required to Begin Work
successful Vendor should not commence any billable work until a valid
contract has been executed. Any work done by the successful Vendor
prior to the execution of the contract is done at the Vendor’s sole
risk. The State is under no obligation to pay for work done prior to
the execution of a contract.
AND CONTRACTUAL INFORMATION
objective of the Legal
and Contractual Information
section is to provide Vendors with information required to complete a
contract or agreement with ITS
Precludes Later Exception
signing the Submission
the Vendor is contractually obligated to comply with all items in
this RFP, including the Standard
in Exhibit A if included herein, except those specifically listed as
exceptions on the Proposal
Exception Summary Form.
If no Proposal
Exception Summary Form
is included, the Vendor is indicating that he takes no exceptions.
Vendors who respond to this RFP by signing the Submission
may not later take exception to any item in the RFP during contract
This acknowledgement also contractually obligates any and all
subcontractors that may be proposed. No exceptions by subcontractors
or separate terms and conditions will be entertained after the fact.
to Respond as Prescribed
to respond as described in Section II: Proposal
to any item in the sections and exhibits of this RFP, including the
attached as Exhibit A, if applicable, shall contractually obligate
the Vendor to comply with that item.
will be responsible for all document creation and editorial control
over all contractual documentation related to each procurement
project. The following documents will normally be included in all
contracts between ITS
and the Vendor:
Proposal Exception Summary Form as accepted by ITS;
which have been signed by the Vendor and ITS;
Request for Proposal, including all addenda;
written correspondence from ITS to the Vendor;
written correspondence from the Vendor to ITS when
clarifying the Vendor’s proposal; and
Vendor’s proposal response to the ITS RFP.
a conflict arises regarding contract intent due to conflicting
statements in documents included in the contract, the order of
precedence of each document is as listed above unless modification of
order is negotiated and agreed upon by both ITS
and the winning Vendor.
contract will also include such additional provisions, which are not
inconsistent or incompatible with the material terms of this RFP, as
may be agreed upon by the parties. All of the foregoing shall be in
such form and substance as prescribed by the State.
Agent by Law
Executive Director of ITS
is, by law, the purchasing and contracting agent for the State of
Mississippi in the negotiation and execution of all contracts for the
acquisition of computer and telecommunications equipment, systems,
software, and services (Section 25-53-1, et seq., of the Mississippi
Code Annotated). ITS
is issuing this RFP on behalf of the procuring agency or institution.
and the procuring agency or institution are sometimes collectively
referred to within this RFP as "State."
State of Mississippi is self-insured; all requirements for the
purchase of casualty or liability insurance are deleted.
provisions disclaiming implied warranties shall be null and void.
See Mississippi Code Annotated Sections 11-7-18 and 75-2-719(4).
The Vendor shall not disclaim the implied warranties of
merchantability and fitness for a particular purpose.
Vendor shall have no limitation on liability for claims related to
the following items:
damage to tangible personal and/or real property; and/or
intentional and willful misconduct or negligent acts of the Vendor
and/or Vendor’s employees or subcontractors.
requirements that the State pay interest (other than in connection
with lease-purchase contracts not exceeding five years) are
contract negotiated under this RFP will be governed by and
construed according to the laws of the State of Mississippi. Venue
for the resolution of any dispute shall be Jackson, Hinds County,
contract negotiated under this RFP is cancelable in the event the
funding authority does not appropriate funds. Notice requirements
to Vendor cannot exceed sixty (60) days.
State of Mississippi does not waive its sovereign immunities or
defenses as provided by law by entering into this contract with the
Vendor, Vendor agents, subcontractors, or assignees.
State will deliver payments to the Vendor within forty-five (45)
days after receipt of invoice and receipt, inspection, and approval
of Vendor’s products/services. No late charges will exceed 1.5%
per month on any unpaid balance from the expiration of said period
until payment is delivered. See Section 31-7-305 of the
Mississippi Code Annotated. Seller understands and agrees that
Purchaser is exempt from the payment of taxes.
State shall not pay any attorney's fees, prejudgment interest or
the cost of legal action to or for the Vendor.
of Contract - A contract is considered to be awarded to a proposer
once the proposer’s offering has been approved as lowest and best
notification made to proposers on ITS
posted to the ITS
website for the project, or
authorization executed for the project, or
Board’s approval of same during an open session of the Board.
statute specifies whether ITS Director approval or ITS
Board approval is applicable for a given project, depending on the
total lifecycle cost of the contract.
contract is not deemed final until five (5) working days after
either the award of contract or post procurement review, as
stipulated in the ITS Protest Procedure and Policy. In the
event of a valid protest, the State may, at its sole discretion,
continue the procurement or stay the procurement in accordance with
the ITS Protest Procedure and Policy. If the procurement is
stayed, the contract is not deemed final until the protest is
contracts are valid only if signed by the Executive Director of ITS.
of Contract Execution
will be required to sign contracts and to initial all contract
changes before the Executive Director of ITS
contracts are subject to availability of funds of the acquiring State
entity and are contingent upon receipt by the winning Vendor of a
purchase order from the acquiring State entity.
purchase orders issued for goods and services acquired from the
awarded Vendor under this RFP must be encoded by the Customer agency
with a CP-1 approval number assigned by ITS.
This requirement does not apply to acquisitions that by policy have
been delegated to State entities.
for Electronic Payment and Invoicing
to the awarded Vendor for all goods and services acquired under
this RFP by state agencies that make payments through the
Mississippi State Government’s Enterprise
Resource Planning (ERP) solution (“MAGIC”) will be made
electronically, via deposit to the bank account of the Vendor’s
choice. The awarded Vendor must enroll and be activated in
PayMode™, the State’s current vehicle for sending and receiving
electronic payments, prior to receiving any payments from state
agencies. There is no charge for a Vendor to enroll or receive
payments via PayMode. For additional information on PayMode,
including registration instructions, Vendors should visit the
following website: http://portal.paymode.com/ms/.
Vendors may also request assistance from the Mississippi
Management and Reporting System (MMRS) Call Center regarding
PayMode registration by contacting firstname.lastname@example.org.
state agencies that make payments through MAGIC, the awarded Vendor
is required to submit electronically all invoices for goods and
services acquired under this RFP, along with appropriate supporting
documentation, as directed by the State.
13.1 and 13.2 only apply to state agencies that make payments
through MAGIC. Payments and invoices for all other entities will
conform to their standard methods of payment to contractors.
contractual issues must be successfully negotiated within fifteen
(15) working days from the Vendor’s initial
receipt of the project contract from ITS,
unless ITS consents to extend the period. Failure to
complete negotiations within the stated time period constitutes
grounds for rejection of the Vendor’s response to this RFP. ITS
may withdraw the proposal award and begin negotiations with the
next ranked Vendor immediately or pursue any other option.
shall be limited to items to which the Vendor has noted as
exceptions on their Proposal Exception Summary Form, as well as any
new items that the State may require. All contract changes
requested by the Vendor related to such exceptions noted in
Vendor’s proposal shall be submitted three (3) working days prior
to scheduled negotiations, unless ITS consents to a
selected Vendor will be designated the prime contractor in the
proposal, and as such, shall be solely responsible for all
products/services offered in the proposal and for the fulfillment of
the contract with the State.
Point of Contact
will consider the selected Vendor to be the sole point of contact
with regard to contractual matters, including payment of any and all
charges resulting from the contract.
Vendor must acknowledge and agree that in matters of proposals,
clarifications, negotiations, contracts and resolution of issues
and/or disputes, the Vendor represents all contractors, third
parties and/or subcontractors the Vendor has assembled for this
project. The Vendor’s commitments are binding on all such
parties and consequently the State is only required to negotiate
with the Vendor.
the Vendor acknowledges and agrees to pass all rights and/or
services related to all general consulting, services leasing,
software licensing, warranties, hardware maintenance and/or
software support to the State from any contractor, third party or
subcontractor without the State having to negotiate separately or
individually with any such parties for these terms or conditions.
a proposing Vendor wish to assign payment of any or all charges
resulting from this contract to a third party, Vendor must disclose
that fact in his/her proposal, along with the third party’s name,
address, nature of business, and relationship to the proposing
Vendor, the reason for and purpose of the assignment, and all
conditions of the assignment, including but not limited to a copy
of an assignment document to be executed by the State, the Vendor,
and the third party. Such assignments will be accepted or rejected
at the sole discretion of the State. Vendor must clearly and
definitively state in his/her proposal whether the proposal is
contingent upon the requested assignment of payments. Whenever any
assignment of payment is requested, the proposal, contract, and
assignment document must include language specifically guaranteeing
that the proposing Vendor is solely and fully liable and
responsible for the performance of its obligations under the
subject contract. No assignment of payment will be considered at
the time of purchase unless such assignment was fully disclosed in
the Vendor’s proposal and subsequently accepted by the State.
provided in the contract, the Vendor shall not contract with any
other party for furnishing any of the contracted work or services
without the consent, guidance, and written approval of the State.
reserves the right of refusal and the right to request replacement of
a subcontractor due to unacceptable work or conduct. This provision
should not be interpreted as requiring the approval of individual
contracts of employment between the Vendor and personnel assigned for
services under the contract.
of Subcontract Agreements
of any agreements to be executed between the Vendor and any
subcontractors must be included in the Vendor’s proposal.
order to protect the State’s interest, ITS
reserves the right to attempt to resolve the contractual
disagreements that may arise between the Vendor and its subcontractor
after award of the contract.
to Vendor to Include Subcontractor
references in the RFP to “Vendor” shall be construed to encompass
both the Vendor and its subcontractors.
Vendor who presently owes the State of Mississippi money pursuant
to any contract for which ITS is the contracting agent and
who has received written notification from ITS regarding the
monies owed, must submit, with the proposal, a certified check in
the amount due and owing in order for the proposal in response to
this RFP to be considered. For a Vendor
currently in bankruptcy as of the RFP submission date, this
requirement is met, if and only if, ITS
has an active petition before the appropriate bankruptcy court for
recovery of the full dollar amount presently owed to the State of
Mississippi by that Vendor. If the Vendor has emerged from
bankruptcy by the RFP submission date, the Vendor must pay in full
any amount due and owing to the State, as directed in the
court-approved reorganization plan, prior to any proposal being
Vendor who is presently in default on existing contracts for which
ITS is the contracting agent, or who otherwise is delinquent
in the performance of any such contracted obligations, is in the
sole judgment of the State required to make arrangement for
fulfilling outstanding obligations to the satisfaction of the State
in order for the proposal to be considered.
State, at its sole discretion, may reject the proposal of a Vendor
with any significant outstanding financial or other obligations to
the State or who is in bankruptcy at the time of proposal
all RFPs requiring equipment, the
Vendor must furnish only new equipment in response to ITS
specifications, unless an explicit requirement for used equipment is
Vendor’s proposal must specify, in the Cost
and in response to any specific instructions in the Technical
delivery and installation intervals after receipt of order.
Vendor must explicitly state, in the Cost
and in response to any specific instructions in the Technical
how long the proposal will remain valid. Unless stated to the
contrary in the
pricing must be guaranteed for a minimum of ninety (90) days.
all RFPs requiring shipment of any product or component, all products
must be delivered FOB destination to any location within the
geographic boundaries of the State with all transportation charges
prepaid and included in the RFP proposal or LOC quotation.
Destination is the point of use.
all RFPs requiring equipment, contracts
involving the payment of interest must include an amortization
schedule clearly documenting the amount of interest payable over the
term of the contract.
Disabilities Act Compliance for Web Development and PortalRelatedServices
Web and Portal development work must be designed and implemented in
compliance with the Electronic and Information Technology
Accessibility Standards associated with Section 508 of the
Rehabilitation Act and with the Web Accessibility Initiative (WAI) of
of Developed Software
specifications require the Vendor to develop software for the
State, the Vendor must acknowledge and agree that the State is the
sole owner of such developed software with exclusive rights to use,
alter, or distribute the software without restriction. This
requirement applies to source code, object code, and documentation.
State may be willing to grant the Vendor a nonexclusive license to
use the State’s software subject to devising acceptable terms and
license fees. This requirement is a matter of State Law, and not
of Custom Tailored Software
installations where the Vendor’s intellectual property is modified
and custom-tailored to meet the needs of the State, the Vendor must
offer the State an application license entitling the State to use,
and/or alter the software without restriction. These requirements
apply to source code, object code and documentation.
Vendor acknowledges and agrees that the term of all software licenses
provided to the State shall be perpetual unless stated otherwise in
the Vendor’s proposal.
is Licensee of Record
Vendor must not bypass the software contracting phase of a project by
licensing project software intended for State use in its company
name. Upon award of a project, the Vendor must ensure that the State
is properly licensed for all software that is proposed for use in a
with Enterprise Security Policy
solution proposed in response to this RFP must be in compliance with
the State of Mississippi’s Enterprise Security Policy. The
Enterprise Security Policy is based on industry-standard best
practices, policy, and guidelines and covers the following topics:
web servers, email, virus prevention, firewalls, data encryption,
remote access, passwords, servers, physical access, traffic
restrictions, wireless, laptop and mobile devices, disposal of
hardware/media, and application assessment/certification. Given that
information security is an evolving technology practice, the State
reserves the right to introduce new policy during the term of the
contract resulting from this RFP and require the Vendor to comply
with same in the event the industry introduces more secure, robust
solutions or practices that facilitate a more secure posture for the
State of Mississippi.
Enterprise Security Policy is available to third parties on a
need-to-know basis and requires the execution of a non-disclosure
agreement prior to accessing the policy. The Vendor may request
individual sections of the Enterprise Security Policy or request the
entire document. The instructions for acquiring the State of
Mississippi Enterprise Security Policy can be found at the link
the State cease doing business with any Vendor selected via this RFP
process, for any reason, the State reserves the right to initiate
negotiations with the next ranked Vendor.
of Proposal Information
should be aware that any information in a proposal may be subject to
disclosure or reproduction under the Mississippi Public Records Act
of 1983, defined in Section 25-61-1 et seq. of the Mississippi Code
disclosures of proposal information will be made in compliance with
Public Records Procedures established in accordance with the
Mississippi Public Records Act. The ITS
Public Records Procedures are available in Section 019-010 of the ITS
Procurement Handbook, on the ITS
Internet site at:
outlined in the Third Party
Information section of the ITS
Public Records Procedures, ITS
will give written notice to any
affected Vendor of a request to view or reproduce the Vendor’s
proposal or portion thereof. ITS
give such notice with respect to summary information prepared in
with the State’s review or evaluation of a Vendor’s proposal,
including, but not limited to, written presentations to the ITS
Board or other approving bodies, and/or
similar written documentation
for the project file. In addition, ITS
will not provide third-party notice for requests for any contract
executed as a result of this RFP.
information and contract terms, as defined above, become the property
who has the right to reproduce or distribute this information without
should further be aware that requests for disclosure of proposal
information are sometimes received by ITS
significantly after the proposal opening date. ITS
will notify the signatory “Officer in Bind of Company” provided
in Section I of this RFP for Notification of Public Records Requests
in the event information is requested that your company might wish to
consider protecting as a trade secret or as confidential commercial
or financial information. If the “Officer in Bind of Company”
should not be used for notification of public records requests,
Vendor should provide the alternative contact information in response
to this RFP item.
Factors to be Assessed
State will assess risk factors that may initially exist within a
given procurement and that may develop over the course of a
procurement process as facts become known. The State, at its sole
discretion, may employ the following mechanisms in mitigating these
risks: proposal bonding, performance bonding, progress payment plan
with retainage, inclusion of liquidated damages, and withholding
payment for all portions of the products/services acquired until
final acceptance. The Vendor must agree to incorporate any or all of
the above terms and conditions into the customer agreement.
Vendor is not required to include a proposal bond with its RFP
Bond/Irrevocable Bank Letter of Credit
Vendor is not required to include the price of a performance bond or
irrevocable bank letter of credit with its RFP proposal.
for Behavior of Vendor Employees/Subcontractors
Vendor will be responsible for the behavior of all its employees and
subcontractors while on the premises of any State agency or
institution. Any Vendor employee or subcontractor acting in a manner
determined by the administration of any State agency or institution
to be detrimental, abusive, or offensive to any of the staff or
student body of any State agency or institution will be asked to
leave the premises and can be suspended from further work on the
Executive Director of ITS
and/or the Board Members of ITS
or their designees shall have the authority to resolve Vendor
protests in connection with the
selection for award of a contract. Copies of the protest procedures
are available on the ITS
Internet site - ITS
Protest Procedure and Policy, Section 019-020, ITS
Procurement Handbook at:
Vendors may protest
of the specifications of this RFP on the belief that the
specification is unlawful, unduly restrictive, or unjustifiably
restraining to competition. Any such protest must be in writing
and submitted to
Executive Director along with the appropriate
protest bond within five (5) working days of the Official Release of
the RFP, as defined in the ITS
Protest Procedure and Policy. The outside of theenvelope
must be marked “Protest” and must specify RFP number 3893.
a condition precedent to filing any protest related to this
procurement, the Vendor must procure, submit to the ITS
Executive Director with its written protest, and maintain in effect
at all times during the course of the protest or appeal thereof, a
protest bond in the
full amount of the total estimated project lifecycle cost or $250,000.00,
whichever is less. The total estimated project lifecycle cost will
be the amount used by ITS
the computation of cost points, as the low cost in the denominator of
The bond shall be accompanied by a dulyauthenticated
or certified document evidencing that the person executing the bond
is a licensed Mississippi agent for the bonding company. This
certified document shall identify the name and address of the person
or entity holding the protest bond and shall identify a contact
person to be notified in the event that the State is required to take
action against the bond. The protest bond shall not be released to
the protesting Vendor until the protest is finally resolved and the
time for appealing said protest has expired. The protest bond shall
be procured at the protesting Vendor’s expense and be payable to
the Mississippi Department of Information Technology Services. Prior
to approval of the protest bond, ITS
reserves the right to review the protest bond and require the
protesting Vendor to substitute an acceptable bond in such form as
the State may reasonably require. The premiums on such bond shall be
paid by the protesting Vendor. The State may claim against the
protest bond as specified in Section 25-53-5 (n) of the Mississippi
Code of 1972, as amended during the 1998 Mississippi legislative
session, in addition to all other rights and remedies the State may
have at law or in equity.
the written protest submitted by the Vendor fail to comply with the
content requirements of ITS’
protest procedure and policy, fail to be submitted within the
prescribed time limits, or fail to have the appropriate protest bond
accompany it, the protest will be summarily dismissed by the ITS
Employment Protection Act
July 1, 2008, Vendor acknowledges that if awarded, it will ensure its
with the Mississippi Employment Protection Act,
Section 71-11-1, et seq. of the Mississippi Code Annotated
(Supp2008), and will
register and participate in the status verification system for all
newly hired employees. The
term “employee” as used herein means any person that is hired to
perform work within the State of Mississippi. As used herein, “status
verification system” means the Illegal Immigration Reform and
Immigration Responsibility Act of 1996 that is operated by the United
States Department of Homeland Security, also known as the E-Verify
Program, or any other successor electronic verification system
replacing the E-Verify Program. Vendor will agree to maintain records
of such compliance and, upon request of the State, to provide a copy
of each such verification to the State.
acknowledges and certifies that any person assigned to perform
services hereunder meets the employment eligibility requirements of
all immigration laws of the State of Mississippi.
acknowledges that violating the E-Verify Program (or successor
thereto) requirements subjects Vendor to the following: (a)
cancellation of any state or public contract and ineligibility for
any state or public contract for up to three (3) years, with notice
of such cancellation being made public, or (b) the loss of any
license, permit, certification or other document granted to Vendor by
an agency, department or governmental entity for the right to do
business in Mississippi for up to one (1) year, or (c) both. Vendor
would also be liable for any additional costs incurred by the State
due to contract cancellation or loss of license or permit.
return the Proposal
Exception Summary Form
at the end of this section with all exceptions to items in any
Section of this RFP listed and clearly explained or state “No
Exceptions Taken.” If no Proposal
Exception Summary Form
is included, the Vendor is indicating that he takes no exceptions to
any item in this RFP document.
specifically disallowed on any specification herein, the Vendor may
take exception to any point within this RFP, including a
specification denoted with ”shall” or “must,” as long as the
following are true:
specification is not a matter of State law;
proposal still meets the intent of the RFP;
Proposal Exception Summary Form is included with Vendor’s
exception is clearly explained, along with any alternative or
substitution the Vendor proposes to address the intent of the
specification, on the Proposal Exception Summary Form.
Vendor has no liability to provide items to which an exception has
been taken. ITS
has no obligation to accept any exception. During the
proposal evaluation and/or
contract negotiation process, the Vendor and ITS
will discuss each exception and take one of the following actions:
Vendor will withdraw the exception and meet the specification in
the manner prescribed;
will determine that the exception neither poses significant risk to
the project nor undermines the intent of the RFP and will accept
and the Vendor will agree on compromise language dealing with the
exception and will insert same into the contract; or
of the above actions is possible, and ITS either
disqualifies the Vendor’s proposal or withdraws the award and
proceeds to the next ranked Vendor.
and the Vendor reach a successful agreement, ITS
will sign adjacent to each exception which is being accepted or
submit a formal written response to the Proposal
responding to each of the Vendor’s exceptions. The Proposal
with those exceptions approved by ITS,
will become a part of any contract on acquisitions made under this
exception will be accepted or rejected at the sole discretion of the
State desires to award this RFP to a Vendor or Vendors with whom
there is a high probability of establishing a mutually agreeable
contract, substantially within the standard terms and conditions of
the State's RFP, including the Standard
in Exhibit A, if included herein. As such, Vendors whose
proposals, in the sole opinion of the State, reflect a substantial
number of material exceptions to this RFP, may place themselves at a
comparative disadvantage in the evaluation process or risk
disqualification of their proposals.
Vendors who have successfully negotiated a contract with ITS
in the past, ITS
requests that, prior to taking any exceptions to this RFP, the
individual(s) preparing this proposal first confer with other
individuals who have previously submitted proposals to ITS
or participated in contract negotiations with ITS
on behalf of their company, to ensure the Vendor is consistent in
the items to which it takes exception.
EXCEPTION SUMMARY FORM
and clearly explain any exceptions, for all RFP Sections and
Exhibits, in the table below.
Explanation of Exception
Acceptance (sign here only if accepted)
specific outline point to which exception is taken)
section, items in Vendor’s proposal where exception is
description of exception being made)
answer each question or provide the information as requested in this
Accountability System for Government Information and Collaboration
(MAGIC) Information for State of Mississippi Vendor File
Vendor Code: Any Vendor who has not previously done business
with the State and has not been assigned a MAGIC Vendor code should
visit the following link to register:
Self-Certification Form: The State of Mississippi, in an effort
to capture participation by minority Vendors, asks that each Vendor
review the State of Mississippi Minority Vendor Self Certification
Form. This information is for tracking/reporting purposes only, and
will not be used in determining which Vendor will be chosen for the
project. Any Vendor who can claim status as a Minority Business
Enterprise or a Woman Business Enterprise in accordance with the
definitions on this form and who has not previously submitted a
form to the State of Mississippi should submit the completed form
with the proposal. A copy of the Minority Vendor Self-Certification
Form can be obtained at:
direct any questions about minority certification in Mississippi to
the Minority Business Enterprise Division of the Mississippi
Development Authority by telephone at (601) 359-3448 or via email at
Vendor Self-Certification Form Included:
Minority Vendor Self-Certification Form Previously
Not claiming Minority/Women Business
Enterprise Status: _____
of Authority to Sell
Vendor must certify Vendor is a seller in good standing, authorized
to sell and
able to deliver all items and related services proposed in the State
of Mississippi in the time frame specified. Does the Vendor make
these certifications? (A
yes or no answer is required.)
of No Conflict of Interest
law clearly forbids a direct or indirect conflict of interest of a
company or its employees in selling to the State. The Vendor must
answer and/or provide the following:
there exist any possible conflict of interest in the sale of items
to any institution within ITS jurisdiction or to any
governing authority? (A yes or no answer is required.)
the possibility of a conflict does exist, provide a list of those
institutions and the nature of the conflict on a separate page and
include it in your proposal. The Vendor may
be precluded from selling to those institutions where a conflict of
interest may exist.
there any lawsuits or other legal proceedings against the Vendor
that pertain to any of the software, hardware, or other materials
and/or services which are a part of the Vendor’s proposal? (A
yes or no answer is required.)
so, provide a copy of same and state with specificity the current
status of the proceedings.
of Social Security Numbers
the Vendor acknowledge that any information system proposed,
developed, or modified under this RFP that disseminates, in any form
or manner, information or material that contains the Social Security
Number of an individual, has mechanisms in place to prevent the
inadvertent disclosure of the individual’s Social Security Number
to members of the general public or to persons other than those
persons who, in the performance of their duties and responsibilities,
have a lawful and legitimate need to know the individual’s Social
Security Number? This acknowledgement is required by Section
25-1-111 of the Mississippi Code Annotated.
and Remit Address
Vendor must specify both an order and a remit address:
Address (if different):
stated in Section III, ITS
will use the ITS
website to post amendments regarding RFPs before the proposal opening
post clarifications until noon seven days prior to the proposal
opening date listed on the cover page of this RFP or the posted
extension date, if applicable.
may list any questions or items needing clarification discovered in
the week prior to the proposal opening in a written format at the
beginning of the proposal binder or in the comment section for the
the Vendor certify that they have reviewed a copy of the ITS
amendments for RFPs as above stated? (A yes or no answer is
to Respond to this Section
with Item 2.1 of this section, label and respond to each outline
point in this section as it is labeled in the RFP.
Vendor must respond with “ACKNOWLEDGED,” “WILL COMPLY” or
“AGREED” to each point in this section. In addition, Vendors
must respond to each specification in Section VII, Technical
Specifications with a narrative description. Failure to
provide the information requested will result in the Vendor
receiving a lower score for that item, or, at the State’s sole
discretion, being subject to disqualification. The
description must include the following:
description of the methodology to be followed in accomplishing
each requirement, in order to demonstrate the Vendors
understanding of this RFP.
about past performance results for similar work in a co-location
environment; lessons learned from those projects and how they will
be applied to this project.
should be used when no vendor response or vendor compliance is
required. “ACKNOWLEDGED” simply means the vendor is confirming
to the State that he read the statement. This is commonly used in
the RFP sections where the agency’s current operating environment
is described or where general information is being given about the
COMPLY” or “AGREED” are used interchangeably to indicate that
the vendor will adhere to the requirement. These terms are used to
respond to statements that specify that a vendor or vendor’s
proposed solution must comply with a specific item or must perform
a certain task.
the Vendor cannot respond with “ACKNOWLEDGED,” “WILL COMPLY,”
or “AGREED,” then the Vendor must respond with “EXCEPTION.”
(See Section V, for additional instructions regarding Vendor
an outline point asks a question or requests information, the
Vendor must respond with the specific answer or information
addition to the above, Vendor must provide explicit details as to
the manner and degree to which the proposal meets or exceeds each
Provisions in Technical Requirements for this RFP
items in the technical specifications of this RFP are MANDATORY.
Vendors are specifically disallowed from taking exception to these
mandatory requirements, and proposals that do not meet all
mandatory requirements are subject to immediate disqualification.
- The Vendor’s proposed comprehensive commercial-off-the-shelf
(COTS) Bridge Analytical Tool (BAT) must include delivery by the
contractor of a system that is ready to use. “Ready to use”
means the proposed COTS BAT delivers a system that is installed,
adapted, loaded, and configured so that MDOT Staff can begin bridge
analysis at the completion of user training.
- Vendors must supply trial accounts for the BAT that are available
to MDOT for 45 days beginning July 15, 2016. Access to these trial
accounts will be given to MDOT evaluators and Bridge Division users
(subject matter experts). The trial accounts will be used solely
for evaluation purposes and must be fully functional, and identical
to the software that will be provided under contract.
Overview and Background
Mississippi Department of Transportation (MDOT) intends to complete
the procurement process, including contract signature, by September
30, 2016. Software should be delivered no later than two weeks
following contract approval. Training should be completed within
three months following contract signature. The warranty period will
begin following training completion and continue for 90-days.
is seeking a qualified Vendor to provide a comprehensive
commercial-off-the-shelf (COTS) Bridge Analytical Tool (BAT). The
BAT will be used for both primary design and independent
crosschecks of other applications currently being used by MDOT and
its consultants. In addition, by purchasing a comprehensive system
or tool set, MDOT will be able to sunset a number of the current
immediate operational need is a bridge specific analytical software
solution that supports the MDOT Bridge Division’s goals by fully
supporting MDOT’s business, functional, and technical
meet this operational need, MDOT intends to procure a comprehensive
bridge analytical tool set, in addition to implementation and
receipt of training, maintenance, and support services.
RFP is to identify the solution that best meets the following
a bridge-specific analysis and design tool that incorporates
superstructure, substructure, and frame elements into one model.
a bridge-specific analysis and design tool that is able to create
and analyze individual bridge elements.
MDOT’s long-term goal to improve bridge analysis and design
through the use of consistent, reliable and up-to-date
bridge-specific design software.
has established a number of goals for improving bridge design in
Mississippi. MDOT’s current tools are very useful for
conventional bridges but have limited capabilities for advanced
analysis involving post-tensioning, sequenced construction,
integral substructures, steel rolled and welded plate girders, etc.
Our general purpose analysis software is not a bridge-specific
application, meaning it lacks many of the bridge features for
design optimization. Specific goals are:
the ability to do a refined analysis of curved and highly skewed
design time using more efficient computing and analysis software.
in-house capacity to analyze and design complex structures.
the potential for errors when hand inputting the analytical
results from multiple design tools as input for other
the number of analytical tools that designers are required to use.
Advertisement Date for RFP
Advertisement Date for RFP
for Vendor’s Written Questions
p.m. Central Time on 05/24/16
for Questions Answered and Posted to ITS Web Site
Project Implementation Start-up
may request additional information or clarifications to this RFP
using the following procedure:
must clearly identify the specified paragraph(s) and pages in the
RFP that are in question. The following table should be used to
format Vendor questions.
must deliver a written document to Patti Irgens at ITS
by Tuesday, May 24, 2016 at 3:00 p.m. Central Time. This document
may be delivered by hand, mail, email, or fax. Address
information is given on page one of this RFP. The fax number is
(601) 713-6380. ITS
WILL NOT BE RESPONSIBLE FOR DELAYS IN THE DELIVERY OF QUESTION
It is solely the responsibility of the vendor that the
clarification document reaches ITS
on time. Vendors may contact Patti Irgens to verify the receipt
of their document. Documents received after the deadline will be
questions will be compiled and answered, and a written document
containing all questions submitted and corresponding answers will
be posted on the ITS web site by close of business on
Tuesday, June 3, 2016.
contract period is four years, beginning September 1, 2016, and
ending December 31, 2020. The parties may mutually agree to a
renewal of this contract in two-year intervals, or any interval
that is advantageous to the State.
will be responsible for:
Support - MDOT will provide internal technical staff to provide
information and assistance as necessary.
will provide on-site access and connectivity to the State and
MDOT network for contractor staff, as required.
will provide training facilities and equipment, as required.
Vendor must provide a description of his organization with
sufficient information to substantiate proven expertise in the
products and services being requested in this RFP. Vendor must
address each of the elements specified below.
Vendor must disclose any company restructurings, mergers, and
acquisitions over the past three (3) years.
Vendor must specify the location of the organization’s principal
office and the number of executive and professional personnel
employed at this office.
Vendor must specify the organization’s size in terms of the
number of full-time employees, the number of contract personnel
used at any one time, the number of offices and their locations,
and structure (for example, state, national, or international
Vendor must specify the Vendor’s relationship to any parent
firms, sister firms, or subsidiaries.
Vendor must provide the name and the state of incorporation, if
Vendor must indicate the number of clients for which his company is
currently providing software, services and support. Discuss the
geographic distribution of these clients.
Vendor must provide a copy of their company’s most recent annual
report, including consolidated balance sheets and related
statements of income, stockholders’ or partners’ equity and
changes in financial position, for each of the three (3) fiscal
years preceding the end of the most recent fiscal year. The
financial information listed above should be compiled, reviewed,
and/or audited by a Certified Public Accountant.
must provide an organizational chart identifying all personnel
proposed for this project.
must ensure that each staff member assigned to this project has the
ability to communicate clearly in the English language both
verbally and in written form.
and efficient contract management (CM) is a goal for MDOT, and the
contractor CM is considered a key participant in the overall
management and success of the BAT software contract. The contractor
will be responsible for the following.
and communicate all BAT deliverables and contract related
activities through the MDOT CM or designee(s) as applicable.
a primary contact for contract communications.
to the MDOT CM the delivery of BAT software and training schedule.
sufficient software installations for training purposes.
experience must include at least four engagements in the past five
years implementing and supporting a similarly sized bridge
department with a BAT in either the private or public sector.
proposed solution must provide a concurrent license arrangement for
the BAT rather than a named-user license.
Vendor cannot use or otherwise make any claim of ownership of the
general and specific functional requirements listed below are
required for the proposed BAT software to be successful. Vendors
must provide a detailed description of how the proposed BAT
software will fulfill each of the requirements.
analysis, design, and code checking according to the AASHTO LRFD
User documentation and Help feature that addresses all application
feature needs to be up-to-date with the current version of the
feature needs to be updated when the software is updated.
Design. Ability to analyze the following bridge superstructure
and post tensioned concrete I-girders, single and multi-cell
boxes, slabs, and deck beams.
concrete slabs, tee-beams, single and multi-cell boxes.
rolled and welded plate girders.
skewed, splayed and horizontally curved geometries.
continuous, and continuous for live load only spans.
girder cross sections along the girder length.
Design. Ability to provide the following regarding bridge
substructure design and components:
interaction modeling capabilities.
bridge system analysis, as well as single substructure element
generation of loads from superstructure model to substructure
of various bearing support conditions and orientations.
messages that describe the error and provide guidance for
available for most actions.
must provide the method used in arriving at the analysis
solutions, i.e. calculations, formula, algorithm, etc. Vendors
must describe how this information will be provided to MDOT.
Reporting and Printing Functionality
BAT software must provide the ability to summarize and display
analysis and data results in summary chart and table formats.
Vendors must describe how the software meets the following
and print input model information (material, section properties
and print resulting model information for: shears, moments,
stresses, deflections, influence surfaces, etc.
and print analysis results for user-defined locations.
and print model computed member section properties.
report data to appropriate formats, i.e. CSV, Excel, Word
Documents, PDF formats, etc.
print preview, and print reports.
ability for user-customized reporting.
to “drill up/down” on analysis solutions and calculated
/ User Friendly.
must provide a detailed description of how the proposed COTS BAT
will fulfill each of the following requirements:
COTS BAT must provide zoom capability.
the capability of the COTS BAT to be understood, learned, and
effectively and efficiently used. Address the following items at
elements must be easy to understand.
actions and elements must be consistent.
which cannot be undone, must ask for confirmation prior to
any specific differences between the uses of the keyboard vs.
screens in the system must have a Help button.
COTS BAT must not limit or restrict the user’s ability to open
multiple windows or have other applications active.
/ Access Model
must provide a detailed description of how the proposed COTS BAT
will be licensed to and/or accessed by MDOT.
must describe the licensing models including concurrent use
licenses, network licensing, stand-alone licensing, etc. MDOT’s
preference is network license management and concurrent user
licenses. At this time MDOT anticipates needing five concurrent
must describe any software that is used for the licensing
including the requirements for the licensed software, use of
hardware keys (dongles, etc.) MDOT’s preference is to not use
must describe your licensing model for additional licenses added
at a later date. Do not include costs in this description. These
costs will be addressed in the Cost Information Submission.
/ Environment Requirements
are the technical and infrastructure requirements for the proposed
BAT. Vendor must provide a detailed description of how the
proposed BAT fulfills the requirements.
BAT must align with MDOT’s current investment in IT technology
to the greatest extent possible.
BAT must include hardware and software that is compatible with
the current MDOT IT Infrastructure.
proposed BAT with web-based components must be compatible with
future web browsers, support secure access for distributed users
across multiple government domains, and support web standards.
BAT must be supported on MDOT’s current workstation and laptop
the industry standards with which Vendor’s proposed BAT are
compliant to the greatest extent possible. For example: W3C
Standards, Oasis, and OGC.
the architecture and language or tools used for the development
of the proposed BAT.
must clearly identify whether the proposed BAT relies on
plug-ins, 3rd party software, or component libraries. The
estimated cost to purchase and sustain these must be included in
the Cost Information Submission.
any software dependencies the proposed BAT requires.
must describe the recommended system architecture for deployment
in Mississippi, including a description of the hardware and
software components that are required. Specify the type,
specification, and appropriate number of each hardware component
required to implement the proposed BAT. List all costs in the
Cost Information Submission. The State reserves the right to
purchase additional components from existing purchase mechanism
if deemed beneficial to the State.
BAT must support the current MDOT technical environment as well
as all functional requirements described in the RFP.
BAT must be compatible with, and not be inhibited by, the
following software that MDOT would expect to install, operate and
maintain on each and every PC:
must describe any required modification or additions to the
current MDOT network. Associated costs to MDOT and/or pricing
for services must be included in the Cost Information Submission.
services charges must be included in the Cost Information
of MDOT technical users will be critical to the successful software
deployment. The Vendor will be responsible for on-site training to
MDOT staff (up to 30) on the COTS BAT.
face-to-face training will occur at the MDOT Headquarters in
portion of the training must include modeling, analysis, and report
generation of typical MDOT structure types. Required structure
types will be provided by MDOT.
must provide a detailed training plan to include proposed dates,
times and number of MDOT personnel per training session. MDOT and
the selected Vendor will negotiate final training plan during
contract refinement discussions. The MDOT training facility has a
maximum capacity of 20 work stations.
must provide one electronic copy of the training manual. In
addition, Vendor must provide one paper copy of the training manual
for each class attendee.
retains the right to revise or modify the training manual for use
in internal training activities.
purposes of this RFP, Maintenance and Support encompasses the broad
spectrum of activities and services required to ensure the proposed
BAT is effective, in efficient working order, and stable. This
includes, but is not limited to, adaptive, perfective, corrective,
and preventive maintenance activities. As noted above, the
Maintenance and Support contract will be effective following the
acceptance and the 90-day warranty period. The Vendor must provide
a detailed description of how the proposed COTS BAT will fulfill
each of the following maintenance and support requirements.
and Support Services. Cost of Maintenance and Support Services
must be included in the Cost Information Submission.
is interested in a “standard” maintenance/support plan. The
State’s definition of a standard maintenance/support plan is
having call-center support provided from 8:00 a.m. to 5:00 p.m.,
Central Time, Monday-Friday, excluding State of Mississippi
Holidays. Describe the maintenance/support plan hours proposed.
what systems and personnel Vendor has in place to diagnose and
resolve an issue.
the type and extent of support anticipated from MDOT technical and
business staff after the proposed solution is implemented and
Vendor’s approach to Support Services. Include, at a minimum, a
description of staffing levels and response times during the
reporting and resolution.
Vendor’s issue escalation process.
Vendor’s telephone support process and procedures. Describe any
email and chat support offered.
how often regular software updates or releases are made to the
proposed COTS BAT. Vendor must explain the schedule and how are
defects/bugs addressed. Vendor must explain whether updates or
releases are part of the maintenance plans.
The Vendor must provide warranty and technical support for 90 days
following completion of user training of the COTS BAT. Any defects
or software issues must be corrected by the Vendor. The warranty
period will continue until any issues identified during the 90 day
period are resolved.
State anticipates that there may be a need for additional
modifications after system implementation. Vendor must provide a
fully loaded hourly rate to provide these services. The Vendor
must describe his change order and staffing strategy under the
Vendor must describe his change order and staffing strategy when a
customer requires additional functionality that may be within the
capability of the proposed system’s existing programming, after
the initial system acceptance.
Vendor must describe his change order and staffing strategy when a
customer requires additional functionality that may require
modification of the proposed system’s programmed code and/or the
addition of new programming, after initial system acceptance.
acknowledges that the specifications within this RFP are not
exhaustive. Rather, they reflect the known requirements that must
be met by the proposed system. Vendors must specify, here, what
additional components may be needed and are proposed in order to
complete each configuration.
Evaluation Team composed of MDOT and ITS staff will review
and evaluate all proposals. All information provided by the
Vendors, as well as any other information available to evaluation
team, will be used to evaluate the proposals.
category included in the scoring mechanism is assigned a weight
between one and 100.
sum of all categories, other than Value-Add, equals 100 possible
is defined as product(s) or service(s), exclusive of the stated
functional and technical requirements and provided to the State at
no additional charge, which, in the sole judgment of the State,
provide both benefit and value to the State significant enough to
distinguish the proposal and merit the award of additional points.
A Value-Add rating between 0 and 5 may be assigned based on the
assessment of the evaluation team. These points will be added to
the total score.
the evaluation of this RFP, the Evaluation Team will use the
following categories and possible points:
evaluation will be conducted in four stages as follows:
1 – Selection of Responsive/Valid Proposals – Each proposal
will be reviewed to determine if it is
sufficiently responsive to the RFP requirements to permit a
complete evaluation. A responsive proposal must comply with the
instructions stated in this RFP with regard to content,
organization/format, Vendor experience, number of copies, bond
requirement, timely delivery, and must be responsive to all
mandatory requirements. No evaluation points will be awarded in
this stage. Failure to submit a complete proposal may result in
rejection of the proposal.
categories and possible point values are as follows:
meeting fewer than 85% of the requirements in the non-cost
categories may be eliminated from further consideration.
scores the non-cost categories on a 10-point scale, with 9 points
for meeting the requirement. The ‘Meets Specs’ score for
each category is 90% of the total points allocated for that
category. For example, the ‘Functional Requirements’
category was allocated 30 points; a proposal that fully met all
requirements in that section would have scored 27 points. The
additional 10% is used for a proposal that exceeds the
requirement for an item in a way that provides additional
benefits to the state.
3 – Cost Evaluation
will be assigned using the following formula:
= Total lifecycle cost of lowest valid proposal
= Total lifecycle cost of proposal being scored
= Maximum number of points allocated to cost for acquisition
categories and maximum point values are as follows:
4 – Selection of the successful Vendor
Demonstrations and Interviews
the discretion of the State, evaluators may request interviews,
on-site presentations, demonstrations or discussions with any and
all Vendors for the purpose of system overview and/or
clarification or amplification of information presented in any
part of the proposal.
requested, Vendors must be prepared to make on-site
demonstrations of system functionality and/or proposal
clarifications to the evaluation team and its affiliates within
seven calendar days of notification. Each presentation must be
made by the project manager being proposed by the Vendor to
oversee implementation of this project.
key team members must be present at the on-site demonstration.
The evaluation team reserves the right to interview the proposed
key team members during this onsite visit.
on-site demonstrations may be requested, the demonstration will
not be allowed in lieu of a written proposal.
the State’s option, Vendors that remain within a competitive
range must be prepared to provide a reference site within seven
calendar days of notification. If possible, the reference site
should be in the Southeastern region of the United States.
Vendor must list potential reference sites in the proposal.
Quantitative Evaluation - Following any requested presentations,
demonstrations, and/or site visits, the Evaluation Team will
re-evaluate any technical/functional scores as necessary. The
technical/functional and cost scores will then be combined to
determine the Vendor’s final score.
must propose a summary of all applicable project costs in the matrix
that follows. The matrix must be supplemented by a cost itemization
fully detailing the basis of each cost category. The level of detail
must address the following elements as applicable: item,
description, quantity, retail, discount, extension, and deliverable.
Any cost not listed in this section may result in the Vendor
providing those products or services at no charge to the State or
Loaded Change Order Rate $_____________________
return the following Reference Forms, and if applicable,
Subcontractor Reference Forms.
Vendor must provide at least three (3) references consisting of
Vendor accounts that the State may contact. Required information
includes customer contact name, address, telephone number, email
address, and engagement starting and ending dates. Forms for
providing reference information are included later in this RFP
section. The Vendor must make arrangements in advance with the
account references so that they may be contacted at the Project
team's convenience without further clearance or Vendor
of the following may subject the Vendor’s proposal to being rated
unfavorably relative to these criteria or removed from further
consideration, at the State’s sole discretion:
to provide reference information in the manner described;
of the State to substantiate minimum experience or other
requirements from the references provided;
of references to the State's attempts to contact them; or
references that raise serious concerns about material risks to the
State in contracting with the Vendor for the proposed products or
should be based on the following profiles and be able to
substantiate the following information from both management and
reference installation must be for a project similar in scope and
size to the project for which this RFP is issued;
reference installation must have been operational for at least six
State reserves the right to request information about the Vendor
from any previous customer of the Vendor of whom the State is
aware, including the procuring agency and/or other agencies or
institutions of the State, even if that customer is not included in
the Vendor’s list of references, and to utilize such information
in the evaluation of the Vendor's proposal.
otherwise indicated in the Scoring Methodology in Section VII,
reference information available to the State will be used as
documentation supporting mandatory experience requirements for
companies, products, and/or individuals, as required in this RFP;
confirm the capabilities and quality of a Vendor, product, or
individual for the proposal deemed lowest and best, prior to
finalizing the award.
State reserves the right to forego reference checking when, at the
State's sole discretion, the evaluation team determines that the
capabilities of the recommended Vendor are known to the State.
Vendor’s proposal must identify any subcontractor that will be used
and include the name of the company, telephone number, contact
person, type of work subcontractor will perform, number of certified
employees to perform said work, and three (3) references for whom the
subcontractor has performed work that the State may contact. Forms
for providing subcontractor information and references are included
at the end of this section.
otherwise noted, the requirements found in the References section may
be met through a combination of Vendor and subcontractor references
and experience. Vendor's proposal should clearly indicate any
mandatory experience requirements met by subcontractors. NOTE: The
State reserves the right to eliminate from further consideration
proposals in which the prime Vendor does not, in the State's sole
opinion, provide substantive value or investment in the total
solution proposed. (i.e. the State does not typically accept
proposals in which the prime Vendor is only a brokering agent.)
three (3) Reference Forms.
of product/services/project, including start and end dates:
a separate form for each subcontractor proposed.
of services/products to be provided by subcontractor:
three (3) Reference Forms for each Subcontractor.
of product/services/project, including start and end dates:
properly executed contract is a requirement of this RFP. After an
award has been made, it will be necessary for the winning Vendor to
execute a contract
The inclusion of this contract does not preclude ITS
from, at its sole discretion, negotiating additional terms and
conditions with the selected Vendor(s) specific to the projects
covered by this RFP.
Vendor cannot comply with any term or condition of this Standard
Contract, Vendor must list and explain each specific exception on the
Exception Summary Form
included in Section V.
LICENSE AND MAINTENANCE AGREEMENT
DEPARTMENT OF INFORMATION TECHNOLOGY SERVICES
CONTRACTING AGENT FOR THE
Software License and Maintenance Agreement (hereinafter referred to
as “Agreement”) is entered into by and between VENDOR
corporation having its principal place of business at VENDOR
(hereinafter referred to as “Licensor”), and Mississippi
Department of Information Technology Services having its principal
place of business at 3771 Eastwood Drive, Jackson, Mississippi 39211
(hereinafter referred to as “ITS”), as contracting agent for the
Mississippi Transportation Commission for the benefit of its
Department of Transportation located at 401 North West Street,
Jackson, Mississippi 39201 (hereinafter referred to as “Licensee”
and/or “MDOT”). ITS and Licensee are sometimes collectively
referred to herein as “State.”
Licensee, pursuant to Request for Proposals (hereinafter referred to
as “RFP”) Number 3893, requested proposals for the acquisition of
software, services, and technical support necessary for the
implementation of Bridge Structural Modeling Software, as described
in the RFP; and
Licensor was the successful proposer in an open, fair, and
competitive procurement process to provide the software and services
in consideration of the mutual understandings, promises,
consideration, and agreements set forth, the parties hereto agree as
following terms as used herein shall have the following meanings:
means the published user and technical manuals and documentation that
Licensor makes generally available for the Software.
means the fixes, updates, upgrades, or new versions of the Software
or Documentation that Licensor may provide to Licensee under this
means the Mississippi Department of Transportation, its employees,
and any third party consultants or Outsourcers engaged by Licensee
who have a need to know and who shall be bound by the terms and
conditions of this Agreement.
and its successors and assigns.
means the Software, Documentation, Enhancements, and any copy of the
Software, Documentation, or Enhancements.
means the machine-readable object code version of the computer
programs described in and specifically identified in the attached
Exhibit A, whether embedded on disc, tape, or other media.
2 TERM OF AGREEMENT
effective date of this Agreement shall be the date it is signed by
all parties and, provided that Licensee has paid all applicable fees,
its term is perpetual, unless terminated as prescribed elsewhere in
this Agreement. The Products must be delivered, installed, accepted
by Licensee, and all training and other tasks required under this
Agreement, with the exception of warranty service or software
maintenance, completed on or before September 30, 2016, unless a
change in this date is mutually agreed to in writing by the Licensee
and the Licensor. Software, as used herein, also includes future
updates/revisions and new releases of the Software that Licensor may
provide to Licensee under this Agreement.
Agreement will become a binding obligation on the State only upon the
issuance of a valid purchase order by the Licensee, following
contract execution and the issuance by ITS of the CP-1 Acquisition
3 SCOPE OF LICENSE
hereby grants to Licensee a non-exclusive, non-transferable, and
perpetual license to use the Products for Licensee’s business
operations subject to the terms of this Agreement. Licensee may
license additional Software Products by executing a written amendment
to this Agreement and paying an additional license fee.
4 DELIVERY, RISK OF LOSS, AND ACCEPTANCE
shall deliver and install the Software and Documentation to the
location specified by Licensee and pursuant to the delivery schedule
mutually agreed to by the parties.
shall assume and bear the entire risk of loss and damage to the
Products from any cause whatsoever while in transit and at all times
throughout Licensor’s possession thereof.
shall have thirty (30) calendar days after installation of the
Software by Licensor to evaluate and test the Software to confirm
that it performs without any defects and in accordance with RFP No.
3893, Licensor’s Proposal in response thereto, and Licensor’s
user Documentation. Licensee shall immediately thereafter notify
Licensor in writing of any defects in the Software, which must be
corrected prior to payment being made. Thereafter, Licensor shall
have ten (10) working days in which to either repair or replace the
defective Software, all at Licensor’s expense. In the event
Licensor is unable to repair or replace the Software, Licensee may
terminate this Agreement pursuant to the Termination Article herein.
5 CONSIDERATION AND METHOD OF PAYMENT
cost of the Software and services to be provided by Licensor is
specified in the attached Exhibit A, which is incorporated herein by
reference. In no event will the total compensation to be paid
hereunder exceed the specified sum of $INSERT
unless prior written authorization from ITS has been obtained. Upon
acceptance of the Software by Licensee, Licensor shall invoice
Licensee for the Software, and the services will be invoiced as they
are rendered. Licensor shall submit invoices and supporting
documentation to Licensee electronically at any time during the term
of this Agreement using the processes and procedures identified by
the State. Licensee shall make payment hereunder in accordance with
Mississippi law on “Timely Payment for Purchases by Public Bodies,”
Section 31-7-301, et seq. of the 1972 Mississippi Code Annotated, as
amended, which generally provides for payment of undisputed amounts
by Licensee within forty-five (45) days of receipt of the invoice.
Licensor understands and agrees that Licensee is exempt from the
payment of taxes. All payments should be made in United States
currency. Payments by state agencies using Mississippi’s
Accountability System for Government Information and Collaboration
(MAGIC) shall be made and remittance information provided
electronically as directed by the State. The payments by these
agencies shall be deposited into the bank account of the Licensor’s
choice. No payment, including final payment, shall be construed as
acceptance of defective Products or incomplete work, and the Licensor
shall remain responsible for full performance in strict compliance
with the contract documents specified in the article herein titled
6 OWNERSHIP, USE, AND RESTRICTIONS ON USE
acknowledges that the Software Products shall remain the exclusive
property of Licensor. Licensee acknowledges that it has no right to
or interest in the Software Products other than as expressly granted
herein. Licensee shall not remove any identification notices affixed
to the Software Products or their packaging.
is granted the right to make sufficient copies of the Products to
support its use and for archival and disaster recovery purposes.
Licensee shall include Licensor’s confidentiality and proprietary
rights notices on any copies made of the Products.
acknowledges that the Software Products are trade secrets and
confidential information of Licensor. Neither the Software Products
nor any physical media containing the Software may be used, copied,
disclosed, broadcast, sold, re-licensed, distributed, or otherwise
published by Licensee except as expressly permitted by this
Agreement. Licensee shall use reasonable efforts to maintain the
confidential nature of the Software Products.
is granted the right to customize the Software for its use. Licensee
may not resell or sub-license the original Software or the customized
agrees that, except as noted herein, it will not otherwise copy,
translate, modify, adapt, decompile, disassemble, or reverse engineer
any of the Software without the prior written consent of Licensor.
represents and warrants that it has the right to license the Products
provided under this Agreement.
represents and warrants that the Products provided by Licensor shall
meet or exceed the minimum specifications set forth in RFP 3893 and
Licensor’s Proposal in response thereto.
represents and warrants that all work performed hereunder, including
but not limited to consulting, training, and Software maintenance,
shall be performed by competent personnel and shall be of
professional quality consistent with generally accepted industry
standards for the performance of such services and shall comply in
all respects with the requirements of this Agreement. For any breach
of this warranty, the Licensor shall, for a period of ninety (90)
days from the performance of service, perform the services again at
no cost to the Licensee, or if the Licensor is unable to perform the
services as warranted, the Licensor shall reimburse the Licensee the
fees paid to the Licensor for the unsatisfactory services.
represents and warrants that neither the Software nor Enhancements
shall contain disabling code or a lockup program or device. Licensor
further agrees that it will not under any circumstances, including
enforcement of a valid contract right, (a) install or trigger a
lockup program or device, or (b) take any step which would in any
manner interfere with Licensee’s licensed use of the Software or
Enhancements and/or which would restrict Licensee from accessing its
data files or in any way interfere with the transactions of
Licensee’s business. For any breach of this warranty, Licensor, at
its expense, shall, within five (5) working days after receipt of
notification of the breach, deliver Products to Licensee that are
free of such disabling code or a lockup program or device.
addition, Licensor represents and warrants that neither the Software
nor Enhancements delivered to Licensee contain a computer virus. For
purposes of this provision, a computer virus shall be defined as code
intentionally inserted in the Software or Enhancements that will
damage or destroy Licensee’s applications or data. For any breach
of this warranty, Licensor, at its expense, shall, within five (5)
working days after receipt of notification of the breach, deliver
Products to Licensee that are free of any virus and shall be
responsible for repairing, at Licensor’s expense, any and all
damage done by the virus to Licensee’s site.
represents and warrants that the Software will operate free from
defects for a period of one (1) year after acceptance and will
provide Licensee complete functionality necessary for the operation
of the system as stated in RFP No. 3893 and the Licensor’s Proposal
in response thereto. Licensor’s obligations pursuant to this
warranty shall include, but are not limited to, the repair of all
defects or the replacement of the Software at the expense of
Licensor. In the event Licensor is unable to repair or replace the
Software within ten (10) working days after receipt of notice of the
defect, Licensee shall be entitled to a full refund of fees paid and
shall have the right to terminate this Agreement in whole or in part.
Licensee’s rights hereunder are in addition to any other rights
Licensee may have.
applicable under the given circumstances, Licensor represents and
warrants that it will ensure its compliance with the Mississippi
Employment Protection Act, Section 71-11-1, et seq. of the
Mississippi Code Annotated (Supp2008), and will register and
participate in the status verification system for all newly hired
employees. The term “employee” as used herein means any person
that is hired to perform work within the State of Mississippi. As
used herein, “status verification system” means the Illegal
Immigration Reform and Immigration Responsibility Act of 1996 that is
operated by the United States Department of Homeland Security, also
known as the E-Verify Program, or any other successor electronic
verification system replacing the E-Verify Program. Licensor agrees
to maintain records of such compliance and, upon request of the State
and approval of the Social Security Administration or Department of
Homeland Security where required, to provide a copy of each such
verification to the State. Licensor further represents and warrants
that any person assigned to perform services hereunder meets the
employment eligibility requirements of all immigration laws of the
State of Mississippi. Licensor understands and agrees that any breach
of these warranties may subject Licensor to the following: (a)
termination of this Agreement and ineligibility for any state or
public contract in Mississippi for up to three (3) years, with notice
of such cancellation/termination being made public, or (b) the loss
of any license, permit, certification or other document granted to
Licensor by an agency, department or governmental entity for the
right to do business in Mississippi for up to one (1) year, or (c)
both. In the event of such termination/cancellation, Licensor would
also be liable for any additional costs incurred by the State due to
contract cancellation or loss of license or permit.
represents and warrants that the system provided pursuant to this
Agreement will pass both internal security audits and independent
security audits. For any breach of the preceding warranty at any time
during which the system is covered by warranty, maintenance and/or
support, Licensor shall, at its own expense and at no cost to
Licensee, remediate any defect, anomaly or security vulnerability in
the system by repairing and/or replacing any and all components of
the system necessary in order for the system to be secure.
represents and warrants that no official or employee of Licensee or
of ITS, and no other public official of the State of Mississippi who
exercises any functions or responsibilities in the review or approval
of the undertaking or carrying out of the project shall, prior to the
completion of said project, voluntarily acquire any personal
interest, direct or indirect, in this Agreement. The Licensor
warrants that it has removed any material conflict of interest prior
to the signing of this Agreement, and that it shall not acquire any
interest, direct or indirect, which would conflict in any manner or
degree with the performance of its responsibilities under this
Agreement. The Licensor also warrants that in the performance of
this Agreement no person having any such known interests shall be
Licensor represents and warrants that no elected or appointed officer
or other employee of the State of Mississippi, nor any member of or
delegate to Congress has or shall benefit financially or materially
from this Agreement. No individual employed by the State of
Mississippi shall be admitted to any share or part of the Agreement
or to any benefit that may arise therefrom. The State of Mississippi
may, by written notice to the Licensor, terminate the right of the
Licensor to proceed under this Agreement if it is found, after notice
and hearing by the ITS Executive Director or his/her designee, that
gratuities in the form of entertainment, gifts, jobs, or otherwise
were offered or given by the Licensor to any officer or employee of
the State of Mississippi with a view toward securing this Agreement
or securing favorable treatment with respect to the award, or
amending or making of any determinations with respect to the
performing of such contract, provided that the existence of the facts
upon which the ITS Executive Director makes such findings shall be in
issue and may be reviewed in any competent court. In the event this
Agreement is terminated under this article, the State of Mississippi
shall be entitled to pursue the same remedies against the Licensor as
it would pursue in the event of a breach of contract by the Licensor,
including punitive damages, in addition to any other damages to which
it may be entitled at law or in equity.
8 INFRINGEMENT INDEMNIFICATION
represents and warrants that neither the Products and their elements
nor the use thereof violates or infringes on any copyright, patent,
trademark, servicemark, trade secret, or other proprietary right of
any person or entity. Licensee shall notify Licensor promptly of any
infringement claim of which it has knowledge and shall cooperate with
Licensor in the defense of such claim by supplying information, all
at Licensor’s expense. Licensor, at its own expense, shall defend
or settle any and all infringement actions filed against Licensor or
Licensee which involve the Products provided under this Agreement and
shall pay all settlements, as well as all costs, attorney fees,
settlements, damages, and judgment finally awarded against Licensee.
If the continued use of the Products for the purpose intended is
threatened to be enjoined or is enjoined by any court of competent
jurisdiction, Licensor shall, at its expense: (a) first procure for
Licensee the right to continue using the Products, or upon failing to
procure such right; (b) modify or replace the Products, or components
thereof, with non-infringing Products so it becomes non-infringing,
or upon failing to secure either such right; (c) refund the license
fees previously paid by Licensee for the Products Licensee may no
longer use. Said refund shall be paid within ten (10) working days of
notice to Licensee to discontinue said use.
Agreement may be modified only by written agreement signed by the
parties hereto, and any attempt at oral modification shall be void
and of no effect. The parties agree to renegotiate the Agreement if
federal and/or state revisions of any applicable laws or regulations
make changes in this Agreement necessary.
10 AUTHORITY, ASSIGNMENT AND SUBCONTRACTS
matters of proposals, negotiations, contracts, and resolution of
issues and/or disputes, the parties agree that Licensor represents
all contractors, third parties, and/or subcontractors Licensor has
assembled for this project. The Licensee is required to negotiate
only with Licensor, as Licensor’s commitments are binding on all
proposed contractors, third parties, and subcontractors.
party may assign or otherwise transfer this Agreement or its
obligations hereunder without the prior written consent of the other
party, which consent shall not be unreasonably withheld. Any
attempted assignment or transfer of its obligations without such
consent shall be null and void. This Agreement shall be binding upon
the parties’ respective successors and assigns.
must obtain the written approval of Licensee before subcontracting
any portion of this Agreement. No such approval by Licensee of any
subcontract shall be deemed in any way to provide for the incurrence
of any obligation of Licensee in addition to the total fixed price
agreed upon in this Agreement. All subcontracts shall incorporate the
terms of this Agreement and shall be subject to the terms and
conditions of this Agreement and to any conditions of approval that
Licensee may deem necessary.
represents and warrants that any subcontract agreement Licensor
enters into shall contain a provision advising the subcontractor that
the subcontractor shall have no lien and no legal right to assert
control over any funds held by the Licensee, that the subcontractor
acknowledges that no privity of contract exists between the Licensee
and the subcontractor, and that the Licensor is solely liable for any
and all payments which may be due to the subcontractor pursuant to
its subcontract agreement with the Licensor. The Licensor shall
indemnify and hold harmless the State from and against any and all
claims, demands, liabilities, suits, actions, damages, losses, costs,
and expenses of every kind and nature whatsoever arising as a result
of Licensor’s failure to pay any and all amounts due by Licensor to
any subcontractor, materialman, laborer, or the like.
subcontractors shall be bound by any negotiation, arbitration,
appeal, adjudication, or settlement of any dispute between the
Licensor and the Licensee, where such dispute affects the
11 AVAILABILITY OF FUNDS
is expressly understood and agreed that the obligation of the
Licensee to proceed under this Agreement is conditioned upon the
appropriation of funds by the Mississippi State Legislature and the
receipt of state and/or federal funds. If the funds anticipated for
the continuing fulfillment of this Agreement are, at any time, not
forthcoming or insufficient through the failure of the federal
government to provide funds, the State of Mississippi to appropriate
funds, the discontinuance or material alteration of the program under
which funds were provided, or if funds are not otherwise available to
the Licensee, the Licensee shall have the right to immediately
terminate this Agreement without damage, penalty, cost, or expense to
the Licensee of any kind whatsoever. The effective date of
termination shall be as specified in the notice of termination. In
the event of termination, Licensor shall be entitled to receive just
and equitable compensation for satisfactory work completed or
services rendered by Licensor in connection with this Agreement as of
the date of receipt of notification of termination.
any other provision of this Agreement to the contrary, this Agreement
may be terminated in whole or in part as follows: (a) upon the
mutual, written agreement of the parties; (b) by Licensee upon thirty
(30) days written notice to Licensor without the assessment of any
penalties if Licensor becomes the subject of bankruptcy,
reorganization, liquidation, or receivership proceedings, whether
voluntary or involuntary; (c) by Licensee upon thirty (30) days
written notice to Licensor without the assessment of any penalties in
the event Licensee determines it is in the best interest of the State
of Mississippi to terminate this Agreement; or (d) by either party in
the event of a breach of a material term or provision of this
Agreement where such breach continues for thirty (30) days after the
breaching party receives written notice from the other party. Upon
termination, Licensee will be entitled to a refund of applicable
unexpended prorated annual Software maintenance fees/charges, if any.
In the event of termination, Licensor shall be entitled to receive
just and equitable compensation for satisfactory work completed or
services rendered by Licensor in connection with this Agreement as of
the date of receipt of notification of termination. In no case shall
said compensation exceed the total contract price. The provisions of
this article do not limit either party’s right to pursue any other
remedy available at law or in equity.
13 GOVERNING LAW
Agreement shall be construed and governed in accordance with the laws
of the State of Mississippi, and venue for the resolution of any
dispute shall be Jackson, Hinds County, Mississippi. Licensor
expressly agrees that under no circumstances shall Licensee be
obligated to pay an attorney’s fee, prejudgment interest, or the
cost of legal action to Licensor. Further, nothing in this Agreement
shall affect any statutory rights Licensee may have that cannot be
waived or limited by contract.
of either party hereto to insist upon strict compliance with any of
the terms, covenants, and conditions hereof shall not be deemed a
waiver or relinquishment of any similar right or power hereunder at
any subsequent time or of any other provision hereof, nor shall it be
construed to be a modification of the terms of this Agreement. A
waiver by the State, to be effective, must be in writing, must set
out the specifics of what is being waived, and must be signed by an
authorized representative of the State.
any term or provision of this Agreement is prohibited by the laws of
the State of Mississippi or declared invalid or void by a court of
competent jurisdiction, the remainder of this Agreement shall be
valid and enforceable to the fullest extent permitted by law,
provided that the State’s purpose for entering into this Agreement
can be fully achieved by the remaining portions of the Agreement that
have not been severed.
captions or headings in this Agreement are for convenience only and
in no way define, limit, or describe the scope or intent of any
provision or section of this Agreement.
17 HOLD HARMLESS
the fullest extent allowed by law, Licensor shall indemnify, defend,
save and hold harmless, protect, and exonerate Licensee, its Board
Members, officers, employees, agents, and representatives from and
against any and all claims, demands, liabilities, suits, actions,
damages, losses, costs, and expenses of every kind and nature
whatsoever, including, without limitation, court costs, investigative
fees and expenses, attorney fees, and claims for damages arising out
of or caused by Licensor and/or its partners, principals, agents,
employees, or subcontractors in the performance of or failure to
perform this Agreement.
18 THIRD PARTY ACTION NOTIFICATION
shall notify Licensee in writing within five (5) business days of
Licensor filing bankruptcy, reorganization, liquidation or
receivership proceedings or within five (5) business days of its
receipt of notification of any action or suit being filed or any
claim being made against Licensor or Licensee by any entity that may
result in litigation related in any way to this Agreement and/or
which may affect the Licensor’s performance under this Agreement.
Failure of the Licensor to provide such written notice to Licensee
shall be considered a material breach of this Agreement and the
Licensee may, at its sole discretion, pursue its rights as set forth
in the Termination Article herein and any other rights and remedies
it may have at law or in equity.
19 AUTHORITY TO CONTRACT
warrants that it is a validly organized business with valid authority
to enter into this Agreement, that entry into and performance under
this Agreement is not restricted or prohibited by any loan, security,
financing, contractual, or other agreement of any kind, and
notwithstanding any other provision of this Agreement to the
contrary, that there are no existing legal proceedings or prospective
legal proceedings, either voluntary or otherwise, which may adversely
affect its ability to perform its obligations under this Agreement.
notice required or permitted to be given under this Agreement shall
be in writing and personally delivered or sent by electronic means,
provided that the original of such notice is sent by certified United
States mail, postage prepaid, return receipt requested, or overnight
courier with signed receipt, to the party to whom the notice should
be given at their business address listed herein. ITS’ address for
notice is: Craig P. Orgeron, Ph.D., Executive Director, Mississippi
Department of Information Technology Services, 3771 Eastwood Drive,
Jackson, Mississippi 39211. Licensee’s address for notice is: Mr.
Mike Roberts, IS Procurement Manager, Mississippi Department of
Transportation, 401 North West Street, Jackson, Mississippi 39201.
The Licensor’s address for notice is: VENDOR
Notice shall be deemed given when actually received or when refused.
The parties agree to promptly notify each other in writing of any
change of address.
21 RECORD RETENTION AND ACCESS TO RECORDS
shall establish and maintain financial records, supporting documents,
statistical records and such other records as may be necessary to
reflect its performance of the provisions of this Agreement. The
Licensee, ITS, any state or federal agency authorized to audit
Licensee, and/or any of their duly authorized representatives, shall
have unimpeded, prompt access to this Agreement and to any of the
Licensor’s proposals, books, documents, papers and/or records that
are pertinent to this Agreement to make audits, copies, examinations,
excerpts and transcriptions at the State’s or Licensor’s office
as applicable where such records are kept during normal business
hours. All records relating to this Agreement shall be retained by
the Licensor for three (3) years from the date of receipt of final
payment under this Agreement. However, if any litigation or other
legal action, by or for the state or federal government has begun
that is not completed at the end of the three (3) year period, or if
an audit finding, litigation or other legal action has not been
resolved at the end of the three (3) year period, the records shall
be retained until resolution.
represents that it will maintain workers’ compensation insurance as
prescribed by law, which shall inure to the benefit of Licensor’s
personnel, as well as comprehensive general liability and employee
fidelity bond insurance. Licensor will, upon request, furnish
Licensee with a certificate of conformity providing the aforesaid
dispute concerning a question of fact under this Agreement, which is
not disposed of by agreement of the Licensor and Licensee, shall be
decided by the Executive Director of Mississippi Department of
Information Technology Services or his/her designee. Licensor agrees
to continue to provide such service, maintenance, and updates as
Licensee may contract for and pay for pending the resolution of any
dispute hereunder. The decision of the Executive Director shall be
reduced to writing and a copy thereof mailed or furnished to the
parties. Disagreement with such decision by either party shall not
constitute a breach under the terms of this Agreement. Nothing in
this Article shall abridge the right of either party to seek such
other rights and remedies it may have at law or in equity.
24 COMPLIANCE WITH LAWS
shall comply with, and all activities under this Agreement shall be
subject to, all Licensee policies and procedures and all applicable
federal, state, and local laws, regulations, policies, and procedures
as now existing and as may be amended or modified. Specifically, but
not limited to, Licensor shall not discriminate against any employee
nor shall any party be subject to discrimination in the performance
of this Agreement because of race, creed, color, sex, age, national
origin, or disability. Further, if applicable, Licensor shall comply
with the provisions of the Davis-Bacon Act including, but not limited
to, the wages, recordkeeping, reporting and notice requirements set
represents and warrants that it will comply with the state’s data
breach notification laws codified at Section 75-24-29 of the
Mississippi Code Annotated (Supp. 2012). Further, to the extent
applicable, Licensor represents and warrants that it will comply with
the applicable provisions of the HIPAA Privacy Rule and Security
Regulations (45 CFR Parts 160, 162 and 164) (“Privacy Rule” and
“Security Regulations”, individually; or “Privacy and Security
Regulations”, collectively); and the provisions of the Health
Information Technology for Economic and Clinical Health Act, Title
XIII of the American Recovery and Reinvestment Act of 2009, Pub. L.
No. 111-5 (the “HITECH Act”).
25 CONFLICT OF INTEREST
shall notify Licensee of any potential conflict of interest resulting
from the representation of or service to other clients. If such
conflict cannot be resolved to Licensee's satisfaction, Licensee
reserves the right to terminate this Agreement.
26 SOVEREIGN IMMUNITY
entering into this Agreement with Licensor, the Licensee in no way
waives its sovereign immunities or defenses as provided by law.
27 CONFIDENTIAL INFORMATION
shall treat all Licensee data and information to which it has access
by its performance under this Agreement as confidential and shall not
disclose such data or information to a third party without specific
written consent of Licensee. In the event that Licensor receives
notice that a third party requests divulgence of confidential or
otherwise protected information and/or has served upon it a subpoena
or other validly issued administrative or judicial process ordering
divulgence of such information, Licensor shall promptly inform
Licensee and thereafter respond in conformity with such subpoena to
the extent mandated by state and/or federal laws, rules, and
regulations. This Article shall survive the termination or completion
of this Agreement, shall continue in full force and effect, and shall
be binding upon the Licensor and its agents, employees, successors,
assigns, subcontractors, or any party or entity claiming an interest
in this Agreement on behalf of or under the rights of the Licensor,
following any termination or completion of this Agreement.
the exception of any attached exhibits which are labeled as
"confidential", the parties understand and agree that this
Agreement, including any amendments and/or change orders thereto,
not constitute confidential information, and
may be reproduced and distributed by the State without notification
to Licensor. ITS will provide third party notice to Licensor of any
requests received by ITS for any such confidential exhibits so as to
allow Licensor the opportunity to protect the information by court
order as outlined in ITS Public Records Procedures.
The parties understand and agree that pursuant to §25-61-9(7) of the
Mississippi Code of 1972, as amended, the contract provisions
specifying the commodities purchased or the services provided; the
price to be paid; and the term of this Agreement shall not be deemed
28 EFFECT OF SIGNATURE
person signing this Agreement represents that he or she has read the
Agreement in its entirety, understands its terms, is duly authorized
to execute this Agreement on behalf of the parties, and agrees to be
bound by the terms contained herein. Accordingly, this Agreement
shall not be construed or interpreted in favor of or against the
Licensee or the Licensor on the basis of draftsmanship or preparation
29 ENTIRE AGREEMENT
Agreement constitutes the entire agreement of the parties with
respect to the subject matter contained herein and supersedes and
replaces any and all prior negotiations, understandings, and
agreements, written or oral, between the parties relating hereto,
including any “shrink-wrap” version of the Software Product or
any “click-wrap” or “browse-wrap” license presented in
connection with a license via the Internet. The RFP No. 3893 and
Licensor’s Proposal in response thereto are hereby incorporated
into and made a part of this Agreement.
Agreement made by and between the parties hereto shall consist of and
precedence is hereby established by the order of the following:
Agreement signed by both parties;
exhibits attached to this Agreement;
No. 3893; and
Proposal, as accepted by Licensee, in response to RFP No. 3893.
intent of the above listed documents is to include all items
necessary for the proper execution and completion of the services by
the Licensor. The documents are complementary, and what is required
by one shall be binding as if required by all. A higher order
document shall supersede a lower order document to the extent
necessary to resolve any conflict or inconsistency arising under the
various provisions thereof, provided, however, that in the event an
issue is addressed in one of the above mentioned documents but is not
addressed in another of such documents, no conflict or inconsistency
shall be deemed to occur by reason thereof. The documents listed
above are shown in descending order of priority; that is, the highest
document begins with the first listed document (“A. This
Agreement”) and the lowest document is listed last (“D.
7, 8, 13, 17, 21, 26, 27, and all other articles, which by their
express terms so survive or which should so reasonably survive, shall
survive any termination or expiration of this Agreement.
31 DEBARMENT AND SUSPENSION CERTIFICATION
certifies that neither it nor its principals: (a) are presently
debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal
department or agency; (b) have, within a three (3) year period
preceding this Agreement, been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a
public transaction, including violation of federal or state
anti-trust statutes, commission of embezzlement, theft, forgery,
bribery, falsification, or destruction of records, making false
statements, and receiving stolen property; (c) are presently indicted
of or otherwise criminally or civilly charged by a governmental
entity with the commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a
public transaction, including violation of federal or state
anti-trust statutes, commission of embezzlement, theft, forgery,
bribery, falsification, or destruction of records, making false
statements, or receiving stolen property; and (d) have, within a
three (3) year period preceding this Agreement, had one or more
public (federal, state, or local) transactions terminated for cause
32 COMPLIANCE WITH ENTERPRISE SECURITY POLICY
and Licensee understand and agree that all products and services
provided by Licensor under this Agreement must be and remain in
compliance with the State of Mississippi’s Enterprise Security
Policy. The parties understand and agree that the State’s
Enterprise Security Policy is based on industry-standard best
practices, policy, and guidelines at the time of contract execution.
The State reserves the right to introduce a new policy during the
term of this Agreement and require the Licensor to comply with same
in the event the industry introduces more secure, robust solutions or
practices that facilitate a more secure posture for the State of
33 STATUTORY AUTHORITY
virtue of Section 25-53-21 of the Mississippi Code Annotated, as
amended, the Executive Director of ITS is the purchasing and
contracting agent for the State of Mississippi in the negotiation and
execution of all contracts for the acquisition of information
technology equipment, software, and services. The Licensor
understands and agrees that ITS as contracting agent is not
responsible or liable for the performance or non-performance of any
of Licensee’s contractual obligations, financial or otherwise,
contained within this Agreement. The parties further acknowledge that
ITS is not responsible for ensuring compliance with any guidelines,
conditions, or requirements mandated by Licensee’s funding source.
shall, for the fees specified in the attached Exhibit A, provide
on-site training in MDOT offices in Jackson, Mississippi for up to
thirty (30) MDOT staff members that will include modeling, analysis,
and report generation of typical MDOT structure types. Licensor will
provide one (1) electronic copy of the training manual and one (1)
paper copy for each class attendee. Licensor and Licensee shall
mutually agree on the time for the training and an outline of the
training to be provided. Licensor specifically understands and agrees
that Licensee will not accept the Software until Licensor completes
the training requirements. Licensor agrees to provide, upon delivery,
all Documentation needed to fully acquaint the user with the
operation of the Software.
35 SOFTWARE MAINTENANCE
to expiration of the warranty period, Licensor shall notify Licensee
in writing of the impending warranty expiration, and Licensee shall
in turn notify Licensor of its decision to either obtain Software
maintenance or to forgo Software maintenance. Upon notification of
intent to obtain Software maintenance, Licensor shall provide
Licensee, for the annual fee specified in the attached Exhibit A, the
Software maintenance services as herein described.
shall provide the following Software maintenance services: As part of
the Software maintenance services, Licensor will maintain the
Products in an operable condition according to the specifications
contained in the technical manuals and as outlined in RFP No. 3893
and the Licensor’s Proposal in response thereto. Licensor shall
make available to Licensee during each annual maintenance period at
least one (1) update to the Software Products that will incorporate
any new features or enhancements to the licensed Products. Licensor
shall also provide unlimited toll-free telephone support in the
operation of the Software Products Monday through Friday, 8:00 A.M.
to 5:00 P.M. response time. Priority placement in the support queue
shall be given to all system locking situations or problems claimed
by Licensee to be mission critical processes. Finally, Licensor shall
provide on-site support in the operation of the Software Products if
reasonably convenient or necessary in the opinion of the Licensor.
(60) days prior to the expiration of the initial Software maintenance
period or any renewal term thereof, Licensor shall notify Licensee in
writing of the impending expiration, and Licensee shall have thirty
(30) days in which to notify Licensor of its intentions to either
renew or cancel any further Software maintenance. In no event shall
the cost for Software maintenance increase by more than five percent
(5%) per year.
accordance with the Mississippi Accountability and Transparency Act
of 2008, §27-104-151, et seq., of the Mississippi Code of 1972, as
Amended, the American Accountability and Transparency Act of 2009
(P.L. 111-5), where applicable, and §31-7-13 of the Mississippi Code
of 1972, as amended, where applicable, a fully executed copy of this
Agreement and any subsequent amendments and change orders shall be
posted to the State of Mississippi’s accountability website at:
https://www.transparency.mississippi.gov. Prior to ITS posting the
Agreement and any subsequent amendments and change orders to the
website, any attached exhibits which contain trade secrets or other
proprietary information and are labeled as “confidential” will be
redacted by ITS. Notwithstanding
the preceding, however, it is understood and agreed that pursuant to
§25-61-9(7) of the Mississippi Code of 1972, as amended, the
contract provisions specifying the commodities purchased or the
services provided; the price to be paid; and the term of this
Agreement shall not be deemed a trade secret or confidential
commercial or financial information and shall thus not be redacted.
the faithful performance of the terms of this Agreement, the parties
have caused this Agreement to be executed by their undersigned
of Mississippi, Department of
Technology Services, on behalf of Mississippi Transportation