David L. Litchliter, Executive Director

Suite 508301 North Lamar Street

Jackson, MS 39201-1495Phone: 601-359-1395

Fax: 601-354-6016www.its.state.ms.us

Memorandum for General RFP Configuration

To: Vendors with a current valid proposal for RFP #3363 for General Consulting Services

From: David L. Litchliter

CC: File 35422

Date: November 4, 2004

Project Number: 35422

Contact Name: Cheryl Yelverton

Contact Phone Number: 601-359-2401

Contact E-mail Address: Cheryl.Yelverton@its.state.ms.us

The Mississippi Department of Information Technology Services (ITS) is seeking the network support services described herein for purchase by the Mississippi Department of Education (MDE). Our records indicate that your company currently has a valid proposal on file at ITS in response to RFP #3363 for General Consulting Services. Our preliminary review of this proposal indicates that your company offers services that are appropriate to the requirements of this project. Therefore, we are requesting your network support services for the requirements described herein. Please submit a written response for the requested services.

1. General LOC Instructions

1.1 Beginning with Item 4.1, label and respond to each outline point in this section as it is labeled in the LOC.

1.2 The Vendor must respond with “ACKNOWLEDGED,” “WILL COMPLY,” or “AGREED” to each point in this section.

1.3 If the Vendor cannot respond with “ACKNOWLEDGED,” “WILL COMPLY,” or “AGREED,” then the Vendor must respond with “EXCEPTION.” (See attached instructions regarding Vendor exceptions.)

1.4 Where an outline point asks a question or requests information, the Vendor must respond with the specific answer or information requested.

1.5 In addition to the above, Vendor must provide explicit details as to the manner and degree to which the proposal meets or exceeds each specification.

2. General Overview

Board Members – David G. Roach, Chairman Stephen A. Adamec, Jr., Vice- Chairman Derek Gibbs John Hairston Cecil L. WatkinsLegislative Advisors – Representative Gary V. Staples Senator Tommy Moffatt

MDE is requesting services from up to 6 Field Network Consultants to be located throughout the State, up to 2 Helpdesk Network Consultants to be located in Jackson, Mississippi, and 1 Wide Area Network (WAN) Consultant.

3. LOC Project Schedule

Task DateMandatory Vendor’s Conference 11/12/2004Deadline for Vendor’s Written Questions 3:00 PM (Central Time) 11/16/2004Addendum with Vendor’s Questions and Answers 11/19/2004Proposals Due 3:00 PM (Central Time) 12/13/2004Notification of Award 01/21/2005

4. Background – MDE’s Current Environment

Refer to Exhibit F for a diagram of MDE’s Current Environment.

4.1 Layout & Design

The MDE K-12 Wide Area Network is designed to provide access to 1000+ public schools and 152 administrative district offices plus support TCP/IP applications to include Internet access, e-mail, domain name services, web site services, administrative programs, and security. The network is a distributed configuration using Cisco’s core, distribution, and access layers for segmentation and management. The network utilizes a private 10.0.0.0 network-addressing schema with Network Address Translations (NAT) at the core level for access to the public Internet.

4.2 Internet Connectivity

The MDE is connected to a Tier 1 public Internet provider through an ATM OC3c interface, migrating to OC12.

4.3 Core

The core of the MDE network provides access to K-12 specific applications, e-mail services, domain name services, security, and access to the public Internet. The network is configured around two Cisco 7507 routers, two 6500 series switches and two Cisco Private Internet Exchange (PIX) servers running HSPR for redundancy. All Network Address Translations are performed at the core level. The local area network configuration of the core is designed to support both layer 2 Fast Ethernet, gigabit Ethernet, and V-LAN connections. The core supports two ATM OC3c connections, which is migrating to an OC12, with one connection to the public Internet and one connection to the six Super Regions located around the State. MDE also supports a Cisco AS5300 for remote access.

4.4 Super Regions

The six (6) Super Regions of the MDE network provide distribution access between the core and the 152 administrative districts across the state. Each Super Region site is strategically located within each of the state’s ATM/Frame Relay clouds to optimize access between the core network and the districts. Super Region sites are located in Jackson, Meridian, Tupelo, Greenwood, Hattiesburg,

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and Harrison County. Each Super Region site is configured around a Cisco 7507 router and a Fast Ethernet Switch to support caching, server farms, and V-LAN connectivity. Network connectivity to each Super Region is ATM OC3c access.

4.5 Districts

The 152 District sites of the MDE network provide access between the end site schools within the district and their designated Super Region. Each district site is configured around a Cisco 3745 router to support remote access and administrative applications. Network connectivity between the district location and the Super Region is typically ATM 3Mbps, ATM 6Mbps or ATM DS3 access.

4.6 End Sites

The 1000+ K-12 end sites of the MDE network are configured around a Cisco 2500, 2600 or 3600 series router with network connectivity typically being Ethernet for the local area network and T-1 Frame Relay or ATM for the Wide Area Network. Each end site supports both administrative and student local area networks with a typical learning lab(s) consisting of 30 workstations and a server per lab. Each site has approximately 100 – 200 workstations. There are approximately 60,000 computers connected to the network.

5. Statement of Understanding

5.1 A mandatory vendor conference will be held on Friday, November 12, 2004, at 9:30 AM (Central Time) in the 4th Floor Conference Room at the ITS office, 301 N. Lamar Street, Jackson, Mississippi. Vendors will have the opportunity to submit written questions until 3:00 PM (Central Time), November 16, 2004, and written answers will be mailed by Friday, November 19, 2004, at 5:00 PM (Central Time).

5.2 Proposal Submission Requirements

The objective of the Proposal Submission Requirements section is to provide Vendors with the information required to submit a response to this Letter of Configuration (LOC). A Vendor who has responded to previous LOCs issued by ITS should not assume that the requirements are the same, as changes may have been made.

5.2.1 Failure to follow any instruction within this LOC may, at the State’s sole discretion, result in the disqualification of the Vendor’s proposal.

5.2.2 The 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.

5.2.3 The Vendor’s proposal must be received, in writing, by the office of ITS by the date and time specified.

5.2.4 Vendor must deliver his response to Cheryl Yelverton at ITS by 3:00 P.M. (Central Time), Monday, December 13, 2004. Responses may be delivered by hand, via regular mail, via email, or by fax. The fax

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number is (601) 354-6016. ITS is not responsible for any delays in delivery or expenses for the development or delivery of proposals. It is solely the responsibility of the Vendor that proposals reach ITS on time. Vendors should contact Cheryl Yelverton at 601-359-2401 or cheryl.yelverton@its.state.ms.us to verify the receipt of their proposals. Proposals received after the deadline will be rejected.

5.2.5 ITS reserves the right to waive any defect or irregularity in any proposal procedure.

5.3 ITS 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 may, at the State’s discretion, result in the disqualification of the Vendor’s proposal.

5.4 The inclusion of the standard Professional Services Agreement as an addendum does not preclude ITS from including and/or negotiating additional terms and conditions with the successful vendor specific to the project covered by this LOC.

5.5 The State deems performance of the Vendor on existing contracts and support of customer after the sale to be of critical importance. Therefore, in the evaluation process for contract award of this LOC, Vendors with good performance ratings on existing accounts will be at a decided advantage while Vendors with poor performance ratings will be at a decided disadvantage or be subject to disqualification at the discretion of the State.

5.6 The Vendor is requested to provide details on other considerations, exclusive of the specified requirements his company affords the Customer that may provide a distinct added value to MDE. In the event that MDE and ITS agree that such considerations do provide a distinct benefit, the State reserves the right to give the Vendor additional consideration.

5.7 Vendor shall provide the services outlined within this LOC for a three-year period with the State retaining the option to cancel the contract after the first and second years of the contract term due to cancellation of funding or Vendor non-performance.

5.7.1 Sixty (60) days prior to the expiration of each yearly term, Vendor shall notify the State of the impending expiration and the State shall have thirty (30) days in which to notify Vendor of its intention of renewing or canceling the contract.

5.7.2 The anticipated start date will be March 1, 2005. The State will inform the respondents to this LOC of the actual start date after the completion of the evaluation process.

5.8 Additionally, the State desires the option of extending the contract for successive one-year periods for years four and five. Vendor must state the percentage increase, in any, of Vendor’s proposed pricing for contract years four and five. In no instance should the yearly increase exceed 5%.

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5.9 Vendor must understand MDE’s wish to acquire a comprehensive, service-based contract that provides the agency with a single agreement for all services outlined within the contract.

5.10 Vendor must be aware that MDE and ITS want the most satisfying combination of price and performance possible within the constraints of this set of specifications and the agency’s budget. In formulating a proposal in response to this LOC, Vendors must give the State their best offer within a single proposal.

5.11 The Vendor team must work closely with the State staff in all aspects of the project. The State has identified a project manager who will be the primary contact for all activities during the project. The Vendor must acknowledge that Vendor staff will work under the direction of the State project manager.

5.12 MDE technical support personnel shall present, to the Vendor, all “Requests for service,” for any services outlined within this LOC. After contract award, MDE will provide the Vendor with a list of personnel authorized to request services from the Vendor. “End users” will not be authorized to contact the Vendor directly to request service. “End users” will first contact the MDE’s support personnel for assistance. Vendor must list the name and telephone number of the person who will act as the primary contact for all service requests outlined within this LOC.

5.13 Vendor must agree to cooperate and to coordinate work activities with other Vendors employed by the State.

5.14 The Vendor must propose personnel that possess the necessary skills for the roles they are filling. The State reserves right to approve all individuals assigned to this project. Resumes for the proposed personnel must be included in project references requested elsewhere in this document. Otherwise, the state reserves the right to determine acceptability prior to agreeing to accept any personnel. All cities and/or counties referenced herein are located in the State of Mississippi.

5.15 The State reserves the right to demand replacement of any of the Vendor’s project team personnel based on performance. Upon written notification, the Vendor must replace any personnel removed from the project with an equally qualified individual within ten (10) working days.

5.16 It is the State’s intent to acquire up to 6 Field Network Consultants, up to 2 Helpdesk Network Consultants, and 1 WAN Consultants; however, the final decision on the number of Field Network Consultants, Helpdesk Network Consultants, and WAN Consultants to be included in the final contract will be made by MDE based on the cost of these personnel as proposed by the awarded Vendor, constrained by the total available budget for this project.

5.16.1 Vendor may propose a pool of candidates greater than the number of consultants required in this LOC.

5.16.2 The State must have the option of selecting individual candidates for each position if the Vendor chooses to propose more than 1 qualified candidate for WAN Consultant, more than 6 qualified candidates for

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Field Network Consultant, and more than 2 qualified candidates for Helpdesk Network Consultant.

5.16.3 Proposed candidates will be individually scored. Each candidate must meet 70% of the requirements stated to be considered a “qualified” candidate.

5.16.4 Although the State may not acquire a total of 9 consultants, after evaluation there must be at a minimum 1 qualified candidate for WAN Consultant and at least 8 qualified candidates for Field and Helpdesk Network Consultant.

6. Vendor Requirements

6.1 Organization Size and Structure

6.1.1 The Vendor must provide a description of his organization with sufficient information to substantiate proven experience in the services being proposed. Information to be specified includes but is not limited to:

6.1.1.1 Disclosure of any company restructurings, mergers, and acquisitions over the past 3 years that have impacted any products the Vendor has included in this proposal;

6.1.1.2 The location of its principal office and the number of executive and professional personnel employed at this office;

6.1.1.3 The number of years the Vendor has been in business;

6.1.1.4 The organization’s size and structure; and

6.1.1.5 Whether the Vendor is based locally, regionally, nationally, or internationally as well as its relationship to any parent firms, sister firms, or subsidiaries.

6.1.2 The Vendor must provide corporate information to include Parent Corporation and any subsidiaries.

6.1.3 If incorporated, the Vendor must provide the name and the state of incorporation.

6.1.4 A copy of the corporation’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 fiscal years preceding the end of the most recent fiscal year. The financial information listed above should be compiled, reviewed, and audited by a Certified Public Accountant.

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6.1.5 At least two (2) of the Vendor’s references, as outlined in Exhibit B of this LOC, must identify a public entity (city, state, province or country) in which the Vendor has provided the services described herein as Field Network Consultants, WAN Consultants, and Helpdesk Network Consultants. Please include the name, title, telephone number and e-mail of a contact person in the state or province named.

6.1.6 The Vendor must supply an organization chart identifying personnel proposed for the project and the chain of command inside the Vendor’s organization for that designated staff.

6.1.7 The Vendor must propose personnel for this role who can ensure that all project tasks are completed on time and all deliverables are produced accurately and completely.

6.2 The Vendor must describe the issue resolution and escalation process that will be used within the Vendor’s organization to resolve any problems or issues that may arise during the course of the project.

6.3 The Vendor must propose only individuals proficient in spoken and written English.

6.4 Individuals proposed must be a U.S. citizen or meet and maintain employment eligibility requirements in compliance with all INS regulations.

6.4.1 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.

6.5 An Experience Questionnaire, attached as Exhibit D, must be completed and submitted with Vendor’s response for each individual proposed.

6.5.1 All relevant experience must be included in the Experience Questionnaire.

6.5.2 Proposals received without Experience Questionnaires for each individual proposed will be eliminated from consideration.

6.5.3 The experience listed on the Experience Questionnaire must be verifiable via reference checks.

6.5.4 Experience listed that cannot be verified will not count toward the minimum requirement.

6.6 A copy of each individual’s resume must be included.

6.6.1 Proposals received without resumes will be eliminated from consideration.

6.6.2 The State will not use the resume to add experience to the Experience Questionnaire.

6.6.3 The Experience Questionnaire must certify the amount of experience in months and the applicable specification(s) met by each project.

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6.7 A Reference Information Sheet, attached as Exhibit E, must be completed and submitted with Vendor’s response for each individual proposed.

6.7.1 Vendor must provide at least 3 references for each proposed individual.

6.7.2 The State prefers that references be from completed and/or substantially completed jobs that closely match this request.

6.7.3 Reference information must correlate to the information provided on the Experience Questionnaire.

6.7.4 Reference information must include at a minimum entity, supervisor’s name, supervisor’s telephone number, length of project, and a brief description of the project.

6.7.5 References that are no longer in business cannot be used.

6.7.6 Inability to reach the reference will result in that reference being deemed non-responsive.

6.8 Individuals receiving negative references may be eliminated from further consideration.

6.9 The Vendor must confirm an understanding of the MDE requirements set forth in this LOC.

6.10 The Vendor must provide details of those features, capabilities, or characteristics of their proposals that, while not directly solicited in the LOC specifications, could add value to the customer considering the proposal.

6.10.1 The State will evaluate this information for all valid Vendors meeting LOC specifications and where it is believed this information adds value to a Vendor’s proposal, the State will rate Vendors with additional consideration.

6.11 The preferred requirements for experience are detailed in the Services Requirements Section. Should the Vendor choose to propose consultants who exceed these requirements, it is the Vendor’s responsibility to specify in what manner the proposed consultant(s) exceeds the requirements.

7. Services Requirements

MDE is requesting services from up to 6 Field Network Consultants to be located throughout the State, up to 2 Helpdesk Network Consultants to be located in Jackson, and 1 WAN Consultant.

7.1 Vendor will provide the following resources for each consultant assigned to this project:

7.1.1 Laptop with LAN card and modem;

7.1.2 Cisco console cable;

7.1.3 Computer tool kit;

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7.1.4 Network diagnostic tools necessary to successfully perform the requirements described herein.

7.2 MDE will provide a pager/cell phone to each consultant assigned to this project.

7.3 MDE will provide all consultants assigned to this project access to the MDE network management tools (i.e., Cisco 2000, Cisco SECURE, HP OpenView).

7.4 All consultants may be required to travel to other areas of the State as needed. Travel for the consultants will be reimbursed according to the MDE Travel Policy.

7.5 Field, Helpdesk, and Wide Area Network consultants must provide scheduled technical training for the technology coordinators and technical staff of the districts within super region.

7.5.1 Consultants must work together to develop, in coordination with MDE, the curriculum for this scheduled training.

7.6 Field Network Consultants and Helpdesk Network Consultants.

7.6.1 Field Network Consultants.

7.6.1.1 Field network consultants will be located in six (6) super regional sites within the State of Mississippi. The 6 regional sites will be Greenwood, Tupelo, Meridian, Hattiesburg, Harrison County, and Jackson.

7.6.1.2 The field network consultant is expected to use in-depth expertise in communications, network design, and operations to do the most complex trouble-shooting of problems and manage complex network operations.

7.6.1.3 The field network consultant must be able to interface with other networks, peripherals, and computing environments.

7.6.1.4 The field network consultants’ normal working hours will be Monday through Friday from 7:30 AM to 4:30 PM (Central Time). Schedules may be adjusted depending on school and district schedules.

7.6.1.5 The field network consultant will be on call 24 x 7.

7.6.1.6 The field network consultant must be able to respond within 30 minutes of notification that the regional site is down.

7.6.1.7 Vendor will ensure response this time is met, even in the absence of the assigned regional technician.

7.6.2 Helpdesk Network Consultants

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7.6.2.1 Helpdesk network consultants will be located in Jackson.

7.6.2.2 The helpdesk network consultant will take all requests for services from the 6 super regional sites located in Greenwood, Tupelo, Meridian, Hattiesburg, Harrison County, and Jackson.

7.6.2.3 The helpdesk network consultant is expected to use in-depth expertise in communications, network design, and operations to perform trouble-shooting LAN and WAN problems.

7.6.2.4 The helpdesk network consultant must be able to interface with other networks, peripherals, and computing environments.

7.6.2.5 The consultants’ normal working hours will be Monday through Friday from 7:30 AM to 4:30 PM. However, schedules may be adjusted depending on school and district schedules.

7.6.2.6 The Vendor will be required to ensure response time is met even in the absence of the assigned helpdesk network consultants.

7.6.3 Tasks to be performed by the Field and Helpdesk Network Consultants at the super region, district, and/or school location

7.6.3.1 Designs, tests, trouble-shoots, and implements local and wide area networks to meet the need of clients and prepares specifications and plans for implementation of new or enhanced networks.

7.6.3.2 Designs, configures, trouble-shoots, and implements network hardware, software, ancillary services, and network communication gateways to other computing environments.

7.6.3.3 Monitors network performance and makes modifications to enhance operating efficiency.

7.6.3.4 Develops networks and criteria for network monitoring software.

7.6.3.5 Develops methods and criteria for network traffic analysis, and data collection and analysis.

7.6.3.6 Manages network operations and identifies and resolves network (and component) operating problems with vendors and internal staff.

7.6.3.7 Provides supporting expertise to other technical staff members in installing and configuring

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network equipment and in resolving user or systems problems.

7.6.3.8 Perform related or similar duties as required or assigned.

7.6.3.9 Provides weekly status reports in the MDE Network Manager summarizing work done for the previous week.

7.6.3.10 Must attend status meetings at MDE (no more than one a month).

7.6.3.11 Responsible for ongoing administration and management.

7.6.3.12 Works under direct supervision of and reports to MDE Network Manager.

7.6.4 Preferred experience required for this position:

7.6.4.1 CNE with 3 years of experience;

7.6.4.2 MSCE with 3 years of experience;

7.6.4.3 CCNA with 3 years of experience with associated tasks being, but not limited to, the following: connect into router via PC or laptop; examine interfaces; ping and/or trace routing; and basic IP configuration;

7.6.4.4 2 years experience with Novell’s NDS Database;

7.6.4.5 2 years experience with GroupWise;

7.6.4.6 Experience with implementing H.323 protocol;

7.6.4.7 Good oral and written communication skills.

7.6.5 Equipment and software associated with the technical environment:

7.6.5.1 GroupWise 5.x or higher;

7.6.5.2 Windows 95/98/NT/2000/XP;

7.6.5.3 Cisco Equipment;

7.6.5.4 Netware 4.11 and 5.0 or higher.

7.7 Wide Area Network (WAN) Consultant

7.7.1 WAN consultant will be located in Jackson, MS.

7.7.2 The WAN consultant is expected to use in-depth expertise to perform tasks for most aspects of WAN operations.

7.7.3 The WAN consultant normal working hours will be Monday through Friday, 8:00 AM – 5:00 PM (Central Time). However, schedules may be adjusted depending on school and district schedules.

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7.7.4 The person located at the Jackson regional site will be on call 24 x 7 and must be able to respond within 30 minutes of notification that the regional site is down. Vendor will be required to ensure response time is met, even in the absence of the assigned regional technician.

7.7.5 Tasks to be performed by the WAN Consultant

7.7.5.1 Provides technical leadership and guidance for less experienced network operators;

7.7.5.2 Collects and analyzes information for capacity and trend analysis;

7.7.5.3 Investigates, trouble-shoots and resolves complex operation problems with the LAN and WAN networks;

7.7.5.4 Makes recommendations for modifications and enhancements to the networks that will help ensure that network objectives are met;

7.7.5.5 Responds to complex networking operating problems with Vendors and internal staff;

7.7.5.6 Interfaces communications between LANs, WANs, midrange, mainframe operating environments;

7.7.5.7 Performs related or similar duties as required or assigned;

7.7.5.8 Must attend monthly (no more than one a month) status meetings at MDE (Jackson office).

7.7.6 Essential functions to be performed

7.7.6.1 Acts as liaison among IT personnel, clients, and Vendors concerning field and helpdesk consultants issues;

7.7.6.2 Acts as the key resource for solving complex networking problems;

7.7.6.3 Supports WANs, including addressing protocols, security, etc.

7.7.6.4 Provides work direction and technical leadership to field and helpdesk network consultants.

7.7.6.5 Uses networking tools to monitor WANs and LANs and to resolve network outages.

7.7.6.6 Works under direct supervision and is subordinate to: MDE Project Manager assigned.

7.7.7 Preferred experience required for this position:

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7.7.7.1 CCNP with 5 years large WAN (network consisting of 50+ routers) experience;

7.7.7.2 3 years experience with Novell’s NDS Database;

7.7.7.3 Large scale project management experience;

7.7.7.4 Good oral and written communication skills.

7.7.8 Equipment and software associated with the technical environment:

7.7.8.1 Cisco Routers, switches, and cache engines;

7.7.8.2 Cisco 2000 management via web;

7.7.8.3 HP open view;

7.7.8.4 Cisco PIX Box;

7.7.8.5 Windows dial-up networking;

7.7.8.6 Solaris version 2.6.

8. Proposal Exceptions

8.1 Please return the attached Proposal Exception Summary Form (Exhibit B) with any exceptions listed and clearly explained or state “No Exceptions Taken.” If no Proposal Exception Summary Form in included, the Vendor is indicating that he takes no exceptions.

8.2 Unless specifically disallowed on any specification herein, the Vendor may take exception to any point within this LOC, including a specification denoted as mandatory, as long as the following are true:

8.2.1 The specification is not a matter of State law;

8.2.2 The proposal still meets the intent of the LOC;

8.2.3 A Proposal Exception Summary Form is included with the Vendor’s proposal; and

8.2.4 The 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.

8.3 The 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:

8.3.1 The Vendor will withdraw the exception and meet the specification in the manner prescribed;

8.3.2 ITS will determine that the exception neither poses significant risk to the project nor undermines the intent of the LOC and will accept the exception;

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8.3.3 ITS and the Vendor will agree on compromise language dealing with the exception and will insert same into the contract;

8.3.4 None 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.

8.4 Should ITS 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 Exception Summary responding to each of the Vendor’s exceptions. The Proposal Exception Summary, with those exceptions approved by ITS, will become a part of any contract on acquisitions made under this LOC.

8.5 An exception will be accepted or rejected at the sole discretion of the State.

8.6 Prior to taking any exceptions to this LOC, ITS requests that, to the extent possible, 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.

9. Proposal Evaluation

9.1 The State’s intent in issuing this LOC 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 selection process.

9.2 A selection committee of MDE and ITS personnel will review and evaluate all proposals submitted by prospective Vendors.

9.3 The working group will judge which prospective Vendor is qualified, responsible and capable of performing the tasks required.

9.4 Selection will be based upon the technical proficiency of the prospective Vendors as well as the proposed costs.

9.5 Scoring criteria, in no particular order, to be used by the selection committee in the evaluation of proposals:

9.5.1 Cost;

9.5.2 Overall compliance and understanding of the functional/technical requirements and the Vendor’s ability to comply with the scope of the work to be performed (i.e. personnel requirements);

9.5.3 Vendor’s organization, experience and qualification of the proposed staff;

9.5.4 References (i.e. customer satisfaction, customer base);

9.5.5 Added value.

9.6 Each category is assigned a weight between 0% and 100% with the sum of the categories equaling 100% except for added value, which will be awarded up to 5 points and added to the final score.

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9.7 All information provided by the Vendors and other information available to ITS staff will be utilized to evaluate the proposals.

9.8 Proposals that score less than 70% on overall compliance and understanding of the technical and functional requirements, exclusive of cost consideration, may be eliminated from further consideration.

9.9 At the discretion of the State, evaluators may request interviews or discussion with any and all Vendors for the purpose of clarification or amplification of information presented in any part of this proposal.

9.10 Vendors are cautioned that the evaluators are not required to request clarification; therefore, all proposals should be complete and concise and reflect the most favorable terms available from the Vendor.

10. Cost Proposal and Payment Terms

10.1 It is the responsibility of the Vendor to clearly identify all costs associated with any item or series of items in this LOC. The Vendor must include and complete all parts of the cost proposal in a clear and accurate manner. Omissions, errors, misrepresentations, or inadequate details in the Vendor’s cost proposal 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 Exhibit A: Cost Information Summary Form in this LOC, which outlines the minimum requirements for providing cost information. The Vendor should supply, at a minimum, details as described in Exhibit A: Cost Information Summary Form.

10.2 The Vendor must specify the cost on a fixed-price, annual basis for each consultant type. Vendor shall invoice the State on a monthly basis for 1/12 the amount of the annual fixed-price, plus any applicable travel expenses.

10.3 Vendor must specify all costs for a 3-year lifecycle and for the possible 2 1-year renewal periods.

10.4 Vendor must specify an hourly rate for services performed outside the normal working hours.

10.5 Vendor must specify maximum guaranteed rate of increase for the optional 4th and 5th years.

10.6 If you have any questions concerning this request, please e-mail Cheryl Yelverton of ITS at Cheryl.Yelverton@its.state.ms.us. Any questions concerning the specification detailed in this LOC must be received by Tuesday, November 16, 2004, by 3:00 P.M. (Central Time).

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EXHIBIT ACOST INFORMATION SUMMARY FORM

Vendors 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 face disqualification.

Personnel Type 1st year 2nd year 3rd year TotalField Network Consultant #1Field Network Consultant #2Field Network Consultant #3Field Network Consultant #4Field Network Consultant #5Field Network Consultant #6Helpdesk Network Consultant #1Helpdesk Network Consultant #2Wide Area Network Consultant

Total 3-year life cycle cost:

Hourly rate for services performed outside the normal working hours:

Maximum guaranteed rate of increase for the optional 4th and 5th years. %

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EXHIBIT BPROPOSAL EXCEPTION SUMMARY FORM

ITS LOC Reference

Vendor Proposal Reference

Brief Explanation of Exception

ITS Acceptance (sign here only if accepted)

(Reference specific outline point to which exception is taken)

(Page, section, items in Vendor’s proposal where exception is explained)

(Short description of exception being made)

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EXHIBIT CREFERENCES

Please return the following Reference Forms, and if applicable, Subcontractor Reference Forms.

1. References

1.1 The Vendor must provide at least 3 references consisting of Vendor accounts that the State may contact. Required information includes name, address, telephone number, and length of time the account has been a reference. Forms for providing reference information are included on the next page. 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 intercession. Failure to provide this information in the manner described may subject the Vendor’s proposal to being rated unfavorably relative to these criteria or disqualified altogether at the State’s sole discretion.

1.2 Vendor must submit references that substantiate their ability to perform services of the nature and magnitude of those requested in this LOC. References should be based on the following profiles and be able to substantiate the following information from both management and technical viewpoints:

1.2.1 One of the reference installation must be similar in function and size to the agency/institution for which this LOC is issued;

1.2.2 One of the reference installation product/service must be configured similarly or identically to this LOC; and

1.2.3 The reference installation must have been operational for at least 6 months.

2. Subcontractors

The 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 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. The Vendor must note that the same requirements found in the References section apply to subcontractors.

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REFERENCE FORM

Complete 3 Reference Forms.

Contact Name:Company Name:Address:Phone #:E-Mail:

Description of product/services/project, including start and end dates:

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SUBCONTRACTOR REFERENCE FORM

Complete a separate form for each subcontractor proposed.

Contact Name:Company name:Address:Phone #:E-Mail:

Scope of services/products to be provided by subcontractor:

Complete 3 Reference Forms for each Subcontractor.

Contact Name:Company name:Address:Phone #:E-Mail:Description of product/services/project, including start and end dates:

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EXHIBIT DEXPERIENCE QUESTIONNAIRE FOR FIELD & HELPDESK NETWORK CONSULTANT

Consultant Type : Field Network Consultant or Helpdesk Network Consultant

Consultant Name:

Field Network Consultant or Helpdesk Network Consultant

Pref. Exp.in months* Ref #1 Ref #2 Ref #3 Ref #4 Ref #5 Ref #6

Total Exp.

7.6.4.1 CNE with 3 years of experience; 36 months7.6.4.2 MSCE with 3 years of experience; 36 months7.6.4.3 CCNA with 3 years of experience

with associated tasks being, but not limited to, the following: connect into router via PC or laptop; examine interfaces; ping and/or trace routing; and basic IP configuration;

36 months

7.6.4.4 2 years experience with Novell’s NDS Database;

24 months

7.6.4.5 2 years experience with GroupWise; 24 months7.6.4.6 Experience with implementing

H.323 protocol;No pref. requirement

7.6.4.7 Good oral and written communication skills.

No pref. requirement

* Enter experience for each requirement in terms of months under the reference where the experience was gained.

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EXPERIENCE QUESTIONNAIRE FOR WAN NETWORK CONSULTANT

Consultant Type : WAN Network Consultant

Consultant Name:

WAN Network Consultant Pref. Exp.in months* Ref #1 Ref #2 Ref #3 Ref #4 Ref #5 Ref #6

Total Exp.

7.7.7.1 CCNP with 5 years large WAN (network consisting of 50+ routers) experience;

60 months

7.7.7.2 3 years experience with Novell’s NDS Database;

36 months

7.7.7.3 Large scale project management experience;

No pref. requirement

7.7.7.4 Good oral and written communication skills.

No pref. requirement

* Enter experience for each requirement in terms of months under the reference where the experience was gained.

EXHIBIT EEXPERIENCE REFERENCE INFORMATION

The information provided below will be used to calculate experience points and to contact references. If one project included more than one specification, you can reference the specifications in one table (see below for example). Each specification must be listed individually. A correct entry would look like: 7.6.4.1, 7.6.4.3.

Consultant Name:

Specification 7.6.4.1, 7.6.4.6, 7.6.4.7Entity ABC CompanySupervisor’s Name Joe SomeSupervisor’s Title Head HonchoSupervisor’s Telephone # 555-555-5555Supervisor’s E-Mail Address jsmoe@abccompany.comLength of Project May 1999 – May 2000 (12 months)Brief Description of Project The ABC project allows bankers to share information on-line

pertaining to individual credit reports.

Specification 7.6.4.3, 7.6.4.4, 7.6.4.6Entity DEF CompanySupervisor’s Name Joe SomeSupervisor’s Title Head HonchoSupervisor’s Telephone # 555-555-5555Supervisor’s E-Mail Address jsmoe@defcompany.comLength of Project May 1999 – May 2000 (12 months)Brief Description of Project The ABC project allows bankers to share information on-line

pertaining to cattle prices.

Specification 7.7.7.1, 7.7.7.4Entity GHI CompanySupervisor’s Name Joe SomeSupervisor’s Title Head HonchoSupervisor’s Telephone # 555-555-5555Supervisor’s E-Mail Address jsmoe@ghicompany.comLength of Project May 1999 – May 2000 (12 months)Brief Description of Project The ABC project allows bankers to share information on-line

pertaining to consulting jobs.

EXHIBIT FCONTRACT

PROJECT NUMBER 35422PROFESSIONAL SERVICES AGREEMENT

BETWEENINSERT VENDOR NAME

ANDMISSISSIPPI DEPARTMENT OF INFORMATION TECHNOLOGY SERVICES

AS CONTRACTING AGENT FOR THEMISSISSIPPI DEPARTMENT OF EDUCATION

This Professional Services Agreement (hereinafter referred to as “Agreement”) is entered into by and between INSERT VENDOR NAME, a INSERT STATE corporation having its principal place of business at INSERT VENDOR ADDRESS (hereinafter referred to as “Contractor”), and Mississippi Department of Information Technology Services having its principal place of business at 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201 (hereinafter referred to as “ITS”), as contracting agent for the Mississippi Department of Education located at 359North West Street, Jackson, Mississippi 39201 (hereinafter referred to as “Customer”). ITS and Customer are sometimes collectively referred to herein as “State”.

WHEREAS, Customer, pursuant to Letter of Configuration Number 35422 dated November 4, 2004 (hereinafter referred to as “LOC”), based on General Request for Proposals (“RFP”) No. 3363 requested proposals for the acquisition of network support services, and

WHEREAS, Contractor was the successful proposer in an open, fair and competitive procurement process to provide the services described herein;

NOW THEREFORE, in consideration of the mutual understandings, promises and agreements set forth, the parties hereto agree as follows:

ARTICLE 1 PERIOD OF PERFORMANCE1.1 Unless this Agreement is extended by mutual agreement or terminated as prescribed elsewhere herein, this Agreement shall begin on the date it is signed by all parties and shall continue in effect for three (3) years thereafter. three (3) years from the date of executionAt the end of the initial term, this Agreement may, upon the written agreement of the parties, be renewed for two (2) additional one (1) year terms. Under no circumstances, however, shall this Agreement be renewed beyond June 30, 2010. Sixty (60) days prior to the expiration of the initial term or any renewal term of this Agreement, Contractor shall notify Customer and ITS of the impending expiration and Customer shall have thirty (30) days in which to notify Contractor of its intention to either renew or cancel the Agreement.

1.2 This Agreement will become a binding obligation on the State only upon the issuance of a valid purchase order by the Customer following contract execution and the issuance by ITS of the CP-1 Acquisition Approval Document.

ARTICLE 2 SCOPE OF SERVICES

Contractor shall perform all work specified in the LOC and as summarized in the Statement of Work attached hereto as “Exhibit A” and incorporated herein by reference.

ARTICLE 3 CONSIDERATION AND METHOD OF PAYMENT3.1 As consideration for the performance of this Agreement, Customer shall pay Contractor INSERT AMOUNT per month for the actual number of months worked. It is understood by the parties that travel, subsistence and any related project expenses are included in this monthly rate. No additional costs will be added to the monthly invoices for such expenses. It is expressly understood and agreed that in no event will the total compensation to be paid hereunder exceed the specified sum of INSERT TOTAL COST. Contractor shall keep daily records of the tasks performed and shall immediately supply such records to Customer upon request.

3.2 Contractor shall submit an invoice monthly with the appropriate documentation to Customer for any month in which services are rendered. Upon the expiration of this Agreement, Contractor shall submit the final invoice with appropriate documentation to Customer for payment for the services performed during the final month of this Agreement. Customer agrees to make payment in accordance with Mississippi law on “Timely Payments 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 Customer within forty-five (45) days of receipt of the invoice. Contractor understands and agrees that Customer is exempt from the payment of taxes. All payments shall be in United States currency. No payment, including final payment, shall be construed as acceptance of defective or incomplete work, and the Contractor shall remain responsible and liable for full performance.

3.3 Acceptance by the Contractor of the last payment from the Customer shall operate as a release of all claims against the State by the Contractor and any subcontractors or other persons supplying labor or materials used in the performance of the work under this Agreement.

ARTICLE 4 WARRANTYThe Contractor represents and warrants for a period of ninety (90) days from performance of the service, that its services hereunder 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, Contractor shall perform the services again, at no cost to Customer, or if Contractor is unable to perform the services as warranted, Contractor shall reimburse Customer the fees paid to Contractor for the unsatisfactory services.

ARTICLE 5 EMPLOYMENT STATUS5.1 Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor. Nothing in this Agreement is intended to nor shall be construed to create an employer-employee relationship, or a joint venture relationship.

5.2 Contractor represents that it is qualified to perform the duties to be performed under this Agreement and that it has, or will secure, if needed, at its own expense, applicable personnel who shall be qualified to perform the duties required under this Agreement. Such personnel shall not

be deemed in any way, directly or indirectly, expressly or by implication, to be employees of Customer.

5.3 Any person assigned by Contractor to perform the services hereunder shall be the employee of Contractor, who shall have the sole right to hire and discharge its employee. Customer may, however, direct Contractor to replace any of its employees under this Agreement. If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge Customer for those hours.

5.4 Contractor shall pay when due, all salaries and wages of its employees and it accepts exclusive responsibility for the payment of federal income tax, state income tax, social security, unemployment compensation and any other withholdings that may be required. Neither Contractor nor employees of Contractor are entitled to state retirement or leave benefits.

5.5 It is further understood that the consideration expressed herein constitutes full and complete compensation for all services and performances hereunder, and that any sum due and payable to Contractor shall be paid as a gross sum with no withholdings or deductions being made by Customer for any purpose from said contract sum, except as permitted herein in the article titled “Termination”.

ARTICLE 6 BEHAVIOR OF EMPLOYEES/SUBCONTRACTORSContractor will be responsible for the behavior of all its employees and subcontractors while on the premises of any Customer location. Any employee or subcontractor acting in a manner determined by the administration of that location to be detrimental, abusive or offensive to any of the staff and/or student body, will be asked to leave the premises and may be suspended from further work on the premises. All Contractor employees and subcontractors who will be working at such locations shall be covered by Contractor’s comprehensive general liability insurance policy.

ARTICLE 7 MODIFICATION OR RENEGOTIATIONThis 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.

ARTICLE 8 ASSIGNMENT AND SUBCONTRACTS8.1 Neither 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.

8.2 Contractor must obtain the written approval of Customer before subcontracting any portion of this Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer 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 Customer may deem necessary.

8.3 Contractor represents and warrants that any subcontract agreement Contractor 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 Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Contractor. The Contractor 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 Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like.

8.4 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and the Customer, where such dispute affects the subcontract.

ARTICLE 9 AVAILABILITY OF FUNDSIt is expressly understood and agreed that the obligation of Customer 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 for the performances required under this Agreement. If the funds anticipated for the fulfillment of this Agreement are not forthcoming, or are insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds, or if there is a discontinuance or material alteration of the program under which funds were available to Customer for the payments or performance due under this Agreement, Customer shall have the right to immediately terminate this Agreement, without damage, penalty, cost or expense to Customer of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination. Customer shall have the sole right to determine whether funds are available for the payments or performances due under this Agreement.

ARTICLE 10 TERMINATION10.1 Notwithstanding 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) If either party fails to comply with the terms of this Agreement, the non-defaulting party may terminate the Agreement upon the giving of thirty (30) days written notice unless the breach is cured within said thirty (30) day period; (c) Customer may terminate the Agreement in whole or in part upon thirty (30) days written notice to Contractor if Contractor becomes the subject of bankruptcy, reorganization, liquidation or receivership proceedings, whether voluntary or involuntary, or (d) Customer may terminate the Agreement for any reason after giving thirty (30) days written notice specifying the effective date thereof to Contractor. The provisions of this Article do not limit either party’s right to pursue any other remedy available at law or in equity.

10.2 In the event Customer terminates this Agreement, Contractor shall receive just and equitable compensation for satisfactory work completed by Contractor and accepted by

Customer prior to the termination. Such compensation shall be based upon the amounts set forth in the Article herein on “Consideration and Method of Payment”, but in no case shall said compensation exceed the total fixed price of this Agreement.

10.3 Notwithstanding the above, Contractor shall not be relieved of liability to Customer for damages sustained by Customer by virtue of any breach of this Agreement by Contractor, and Customer may withhold any payments to Contractor for the purpose of set off until such time as the exact amount of damages due Customer from Contractor are determined.

ARTICLE 11 GOVERNING LAWThis 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. Contractor expressly agrees that under no circumstances shall Customer be obligated to pay an attorney’s fee, prejudgment interest or the cost of legal action to Contractor. Further, nothing in this Agreement shall affect any statutory rights Customer may have that cannot be waived or limited by contract.

ARTICLE 12 WAIVERFailure 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.

ARTICLE 13 SEVERABILITYIf 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.

ARTICLE 14 CAPTIONSThe 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 Article in this Agreement.

ARTICLE 15 HOLD HARMLESSTo the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect and exonerate Customer, ITS and the State, 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 Contractor and/or its partners, principals, agents, employees or subcontractors in the performance of or failure to perform this Agreement.

ARTICLE 16 THIRD PARTY ACTION NOTIFICATION

Contractor shall give Customer prompt notice in writing of any action or suit filed, and prompt notice of any claim made against Contractor by any entity that may result in litigation related in any way to this Agreement and/or which may affect the Contractor’s performance under this Agreement.

ARTICLE 17 AUTHORITY TO CONTRACTContractor 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.

ARTICLE 18 NOTICEAny notice required or permitted to be given under this Agreement shall be in writing and personally delivered or sent by facsimile provided that the original of such notice is sent by certified United States mail, postage prepaid, return receipt requested, to the party to whom the notice should be given at their business address listed herein. ITS’ address for notice is: Mr. David L. Litchliter, Executive Director, Mississippi Department of Information Technology Services, 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201. Customer’s address for notice is: Mr. Derrick Lindsay, Director of Management Information Systems, MississippiDepartment of Education, P.O. Box 771, Jackson, Mississippi 39205-0771. The Contractor’s address for notice is: INSERT VENDOR NOTICE. 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.

ARTICLE 19 RECORD RETENTION AND ACCESS TO RECORDSContractor 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 Customer, ITS, any state or federal agency authorized to audit Customer, and/or any of their duly authorized representatives, shall have unimpeded, prompt access to any of the Contractor’s books, documents, papers and/or records that are pertinent to this Agreement to make audits, examinations, excerpts and transcriptions at the Contractor’s office where such records are kept during Contractor’s normal business hours. All records relating to this Agreement shall be retained by the Contractor 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.

ARTICLE 20 INSURANCEContractor represents that it will maintain workers’ compensation insurance as prescribed by law which shall inure to the benefit of Contractor's personnel, as well as comprehensive general liability and employee fidelity bond insurance. Contractor will, upon request, furnish Customer with a certificate of conformity providing the aforesaid coverage.

ARTICLE 21 DISPUTESAny dispute concerning a question of fact under this Agreement which is not disposed of by agreement of the Contractor and Customer, shall be decided by the Executive Director of ITS or his/her designee. This decision 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. Such disagreeing party shall be entitled to seek such other rights and remedies it may have at law or in equity.

ARTICLE 22 COMPLIANCE WITH LAWSContractor shall comply with, and all activities under this Agreement shall be subject to, all Customer 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, Contractor 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.

ARTICLE 23 CONFLICT OF INTERESTContractor shall notify the Customer of any potential conflict of interest resulting from the representation of or service to other clients. If such conflict cannot be resolved to the Customer’s satisfaction, the Customer reserves the right to terminate this Agreement.

ARTICLE 24 SOVEREIGN IMMUNITYBy entering into this Agreement with Contractor, the State of Mississippi does in no way waive its sovereign immunities or defenses as provided by law.

ARTICLE 25 CONFIDENTIAL INFORMATIONContractor shall treat all Customer 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 Customer. In the event that Contractor 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, Contractor shall promptly inform Customer 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 and shall continue in full force and effect and shall be binding upon the Contractor 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 Contractor following any termination or completion of this Agreement.

ARTICLE 26 EFFECT OF SIGNATUREEach 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 State or the Contractor on the basis of draftsmanship or preparation hereof.

ARTICLE 27 OWNERSHIP OF DOCUMENTS AND WORK PRODUCTSAll data, electronic or otherwise, collected by Contractor and all documents, notes, programs, data bases (and all applications thereof), files, reports, studies, and/or other material collected and prepared by Contractor in connection with this Agreement, whether completed or in progress, shall be the property of Customer upon completion of this Agreement or upon termination of this Agreement. Customer hereby reserves all rights to the databases and all applications thereof and to any and all information and/or materials prepared in connection with this Agreement. Contractor is prohibited from use of the above described information and/or materials without the express written approval of Customer.

ARTICLE 28 NON-SOLICITATION OF EMPLOYEESContractor agrees not to employ or to solicit for employment, directly or indirectly, any of the Customer’s employees until at least one (1) year after the expiration/termination of this Agreement unless mutually agreed to the contrary in writing by the Customer and the Contractor and provided that such an agreement between these two entities is not a violation of the laws of the State of Mississippi or the federal government.

ARTICLE 29 ENTIRE AGREEMENT29.1 This Contract 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 thereto. The LOC, General RFP No. 3363, and Contractor’s Proposals in response thereto are hereby incorporated into and made a part of this Contract.

29.2 The Contract made by and between the parties hereto shall consist of, and precedence is hereby established by the order of the following:

A. This Agreement signed by the parties hereto;B. Any exhibits attached to this Agreement;C. LOC;D. RFP No. 3363 and written addenda, andE. Contractor’s Proposals, as accepted by Customer, in response to LOC and General RFP No. 3363.

29.3 The intent of the above listed documents is to include all items necessary for the proper execution and completion of the services by the Contractor. 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 (“E. Contractor’s Proposals”).

ARTICLE 30 STATE PROPERTY

Contractor shall be responsible for the proper custody of any Customer-owned property furnished for Contractor’s use in connection with work performed pursuant to this Agreement. Contractor shall reimburse the Customer for any loss or damage, normal wear and tear excepted.

ARTICLE 31 SURVIVALArticles 4, 11, 15, 19, 24, 25, 27, 28, 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.

ARTICLE 32 DEBARMENT AND SUSPENSION CERTIFICATIONContractor 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; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or 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; violation of federal or state anti-trust statutes or 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 transaction (federal, state or local) terminated for cause or default.

ARTICLE 33 SPECIAL TERMS AND CONDITIONSIt is understood and agreed by the parties to this Agreement that there are no special terms and conditions.

ARTICLE 34 NETWORK SECURITYContractor and Customer understand and agree that the State of Mississippi’s Enterprise Security Policy mandates that all remote access to and/or from the State network must be accomplished via a Virtual Private Network (VPN). If remote access is required at any time during the life of this Agreement, Contractor and Customer agree to implement/maintain a VPN for this connectivity. This required VPN must be IPSec-capable (ESP tunnel mode) and will terminate on a Cisco VPN-capable device ( i.e. VPN concentrator, PIX firewall, etc.) on the State’s premises. Contractor agrees that it must, at its expense, implement/maintain a compatible hardware/software solution to terminate the specified VPN on the Contractor’s premises. The parties further understand and agree that the State protocol standard and architecture are based on industry-standard security protocols and manufacturer engaged at the time of contract execution. The State reserves the right to introduce a new protocol and architecture standard and require the Contractor to comply with same, in the event the industry introduces a more secure, robust protocol to replace IPSec/ESP and/or there is a change in the manufacturer engaged.

ARTICLE 35 STATUTORY AUTHORITY

By 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 parties understand and agree that ITS as contracting agent is not responsible or liable for the performance or non-performance of any of Customer’s or Contractor’s contractual obligations, financial or otherwise, contained within this Agreement.

ARTICLE 36 PERSONNEL ASSIGNMENT GUARANTEEContractor guarantees that the personnel assigned to this project will remain a part of the project throughout the duration of the Agreement as long as the personnel are employed by the Contractor and are not replaced by Contractor pursuant to the third paragraph of the Article herein titled “Employment Status”. Contractor further agrees that the assigned personnel will function in the capacity for which their services were acquired throughout the life of the Agreement, and any failure by Contractor to so provide these persons shall entitle the State to terminate this Agreement for cause. Contractor agrees to pay the Customer fifty percent (50%) of the total contract amount if any of the assigned personnel is removed from the project prior to the ending date of the contract for reasons other than departure from Contractor’s employment or replacement by Contractor pursuant to the third paragraph of the Article herein titled “Employment Status”. Subject to the State’s written approval, the Contractor may substitute qualified persons in the event of the separation of the incumbents therein from employment with Contractor or for other compelling reasons that are acceptable to the State, and may assign additional staff to provide technical support to Customer. The replacement personnel shall have equal or greater ability, experience and qualifications than the departing personnel, and shall be subject to the prior written approval of the Customer. The Contractor shall not permanently divert any staff member from meeting work schedules developed and approved under this Agreement unless approved in writing by the Customer. In the event of Contractor personnel loss or redirection, the services performed by the Contractor shall be uninterrupted and the Contractor shall report in required status reports its efforts and progress in finding replacements and the effect of the absence of those personnel.

ARTICLE 37 LIQUIDATED DAMAGESIt is agreed by the parties hereto that time is of the essence, and that in the event of a delay in the satisfactory completion and acceptance of the services provided for herein, damage shall be sustained by Customer. In the event of a delay as described herein, Contractor shall pay Customer, within five (5) calendar days from the date of receipt of notice, fixed and liquidated damages of SPECIFY AMOUNT dollars ($INSERT #) per day for each calendar day of delay caused by Contractor. Customer may offset amounts due it as liquidated damages against any monies due Contractor under this Agreement. Customer will notify Contractor in writing of any claim for liquidated damages pursuant hereto on or before the date Customer deducts such sums from money payable to Contractor. Any liquidated damages assessed are in addition to and not in limitation of any other rights or remedies of Customer.

ARTICLE 38 PERFORMANCE BONDAs a condition precedent to the formation of this Agreement, the Contractor must provide a performance bond as herein described. To secure the Contractor’s performance, the Contractor shall procure, submit to the State with this executed Agreement, and maintain in effect at all

times during the course of this Agreement, a performance bond in the amount of SPECIFY AMOUNT . The bond shall be accompanied by a duly authenticated 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 performance bond, and shall identify a contact person to be notified in the event the State is required to take action against the bond. The term of the performance bond shall be concurrent with the term of this Agreement and shall not be released to Contractor until all services required herein have been completed and accepted by Customer. The performance bond shall be procured at Contractor’s expense and be payable to the State of Mississippi. Prior to approval of the performance bond, the State reserves the right to review the bond and require Contractor to substitute an acceptable bond in such form as the State may reasonably require. The premiums on such bond shall be paid by Contractor. The bond must specifically refer to this Agreement and shall bind the surety to all of the terms and conditions of this Agreement. If the Agreement is terminated due to Contractor’s failure to comply with the terms thereof, Customer may claim against the performance bond.

For the faithful performance of the terms of this Agreement, the parties hereto have caused this Agreement to be executed by their undersigned authorized representatives.

State of Mississippi, Department INSERT VENDOR NAMEof Information Technology Services,on behalf of the Mississippi Departmentof EducationMississippi Department of Education

By: _________________________________ By: _________________________________ Authorized Signature Authorized Signature

Printed Name: David L. Litchliter Printed Name: _______________________

Title: Executive Director Title: _______________________________

Date: _______________________________ Date: _______________________________

Exhibit A

Scope of Services

Contractor shall provide up to six (6) Field Network Consultants to be located throughout the State, up to two (2) Helpdesk Network Consultants to be located in Jackson, Mississippi, and one (1) Wide Area Network (WAN) Consultant to perform services as outlined in Section 7 of LOC #35422.