Reference 130-WTCC610-2021 Online Proctoring Solution

Page 1 of 42 Rev. 2020/09/01 OFFER AND ACCEPTANCE: The State seeks offers for the Services and/or goods described in this solicitation. All offers and responses received shall be treated as offers to contract. The State’s acceptance of any offer must be demonstrated by execution of the acceptance found below, and any subsequent Request for Best and Final Offer, if issued. Acceptance shall create a contract having an order of precedence as follows: Best and Final Offers, if any, Special terms and conditions specific to this RFP, Specifications of the RFP, the Department of Information Technology Terms and Conditions, and the agreed portion of the awarded Vendor’s offer. EXECUTION: In compliance with this Request for Proposal, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all Services or goods upon which prices are offered, at the price(s) offered herein, within the time specified herein. By executing this offer, I certify that this offer

is submitted competitively and without collusion. Failure to execute/sign offer prior to submittal shall render offer invalid. Late offers are not acceptable. Offer valid for one hundred eighty (180) calendar days from date of offer opening unless otherwise stated here: Click here to enter text. ACCEPTANCE OF OFFER: If any or all parts of this offer are accepted, an authorized representative of Wake Technical Community College (WTCC) shall affix their signature hereto and this document and the documents identified above shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the awarded Vendor(s). FOR WTCC ONLY Offer accepted and contract awarded this ___ day of _____________________, 20__, as indicated on attached certification, by _____________________________________________ (Authorized representative of WTCC). STATE OF NORTH CAROLINA REQUEST FOR PROPOSAL NO. 130-WTCC610-2021 Wake Technical Community College Offers will be publicly opened: 02/18/2021 at 2:00 PM (ET) Issue Date: 02/04/2021 Refer ALL inquiries regarding this RFP to: Karen M. Woodall kmwoodall@waketech.edu UNSPSC Commodity Number: 432325 Description: Online Proctoring Solution Using Agency: Wake Technical Community College See page 2 for submission instructions. Requisition No.: OFFEROR: Click here to enter text. STREET ADDRESS: Click here to enter text. TELEPHONE NUMBER: Click here to enter text. CITY, STATE and ZIP: Click here to enter text. E-MAIL: Click here to enter text. DATE: Click here to enter text. NAME OF PERSON SIGNING: Click here to enter text. TITLE OF PERSON SIGNING: Click here to enter text. AUTHORIZED SIGNATURE: mailto:kmwoodall@waketech.edu Page 2 of 42 Rev. 2020/09/01 SUBMISSION INSTRUCTIONS: Upload one (1) completed, signed electronic copy of this solicitation document and any Attachments to the Sourcing Tool. The uploaded files must not be password-protected and should be capable of being copied to other media. Offers submitted via paper, facsimile (FAX) machine, telephone or email in response to solicitation will not be accepted. Sealed offers, subject to the conditions made a part hereof, will be received in the Sourcing Tool up until the date and time listed in the Procurement Schedule Section of this document or addendum. Offers must include the Execution page signed and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification. This RFP is available electronically at https://www.ips.state.nc.us/ips/. All inquiries regarding the RFP specifications or requirements are to be addressed to the Purchasing Agent listed on page one of the RFP. NON-RESPONSIVE OFFERS: Vendor offers will be deemed non-responsive by the State and will be rejected without further consideration or evaluation if statements such as the following are included: • “This offer does not constitute a binding offer”, • “This offer will be valid only if this offer is selected as a finalist or in the competitive range”, • “The Vendor does not commit or bind itself to any terms and conditions by this submission”, • “This document and all associated documents are non-binding and shall be used for discussion purposes only”, • “This offer will not be binding on either party until incorporated in a definitive agreement signed by authorized representatives of both parties”, or • A statement of similar intent. VENDOR’S LICENSE OR SUPPORT AGREEMENTS: The terms and conditions of the Vendor’s standard services, license, maintenance or other agreement(s) applicable to Services, Software and other Products acquired under this RFP may apply to the extent such terms and conditions do not materially change the terms and conditions of this RFP. In the event of any conflict between the terms and conditions of this RFP and the Vendor’s standard agreement(s), the terms and conditions of this RFP relating to audit and records, jurisdiction, choice of law, the State’s electronic procurement application of law or administrative rules, the remedy for intellectual property infringement and the exclusive remedies and limitation of liability in the DIT Terms and Conditions herein shall apply in all cases and supersede any provisions contained in the Vendor’s relevant standard agreement or any other agreement. The State shall not be obligated under any standard license and/or maintenance or other Vendor agreement(s) to indemnify or hold harmless the Vendor, its licensors, successors or assigns, nor arbitrate any dispute, nor pay late fees, legal fees or other similar costs. DIGITAL IMAGING: The State will digitize the Vendor’s response if not received electronically, and any awarded contract together with associated contract documents. This electronic copy shall be a preservation record, and serve as the official record of this solicitation with the same force and effect as the original written documents comprising such record. Any printout or other output readable by sight shown to reflect such record accurately is an "original." QUESTIONS CONCERNING RFP: Written questions concerning this RFP will be received until the date and time listed in the Procurement Schedule Section of this RFP. Questions must be sent via e-mail to the Purchasing Agent listed on page one of this RFP. Please insert “Questions 130-WTCC610-2021” as the subject for the email. The questions should be submitted in the following format: RFP Section RFP Subsection Vendor Question The State will prepare responses to all written questions submitted, and post an addendum to the RFP in the Sourcing Tool. Oral answers are not binding on the State. Vendor contact regarding this RFP with anyone other than the Purchasing Agent listed on page one of the RFP may be grounds for rejection of said Vendor’s offer. https://www.ips.state.nc.us/ips/ Page 3 of 42 Rev. 2020/09/01 ADDENDUM TO RFP: If a pre-offer conference is held or written questions are received prior to the submission date, an addendum comprising questions submitted and responses to such questions, or any additional terms deemed necessary by the State will be posted to Sourcing Tool, and shall become an Addendum to this RFP. Vendors’ questions posed orally at any pre-offer conference must be reduced to writing by the Vendor and provided to the Purchasing Agent listed on page one of the RFP. Critical updated information may be included in these Addenda. It is important that all Vendors bidding on this RFP periodically check the Sourcing Tool for any and all Addenda that may be issued prior to the offer opening date. BASIS FOR REJECTION: Pursuant to 9 NCAC 06B.0401, the State reserves the right to reject any and all offers, in whole or in part; by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered; non-compliance with the specifications or intent of this solicitation; lack of competitiveness; error(s) in specifications or indications that revision would be advantageous to the State; cancellation or other changes in the intended project, or other determination that the proposed specification is no longer needed; limitation or lack of available funds; circumstances that prevent determination of the best offer; or any other determination that rejection would be in the best interest of the State. NOTICE TO VENDORS: The State may, but will not be required to evaluate or consider any additional terms and conditions submitted with an Offeror’s response. This applies to any language appearing in or attached to the document as part of the Offeror’s response. By execution and delivery of this Invitation for Offer and response(s), the Offer agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect unless such are specifically accepted by the State. LATE OFFERS: Regardless of cause, late offers will not be accepted and will automatically be disqualified from further consideration. It shall be the Vendor’s sole risk to ensure its response is uploaded to the Sourcing Tool by the designated date and time. Late offers will not be opened. VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: The NC electronic Vendor Portal (eVP) allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and Services available on the Interactive Purchasing System at the following web site: https://www.ips.state.nc.us/ips POINTS OF CONTACT: Vendor shall provide points of contact below for the State to direct any questions related to contractual or technical matters regarding this solicitation. Vendor Contractual Point of Contact Vendor Technical Point of Contact Contact Name Click or tap here to enter text. Click or tap here to enter text. Title Click or tap here to enter text. Click or tap here to enter text. Email Address Click or tap here to enter text. Click or tap here to enter text. Phone Number Click or tap here to enter text. Click or tap here to enter text. https://www.ips.state.nc.us/ips Page 4 of 42 Rev. 2020/09/01 Table of Contents 1.0 Introduction ..................................................................................................................................................... 5 2.0 Bidding Information ....................................................................................................................................... 6 2.1 Procurement Schedule .................................................................................................................................. 6 2.2 Instructions to Vendors ................................................................................................................................. 6 2.3 General Conditions for Proposals ................................................................................................................. 6 2.4 Evaluation Process ........................................................................................................................................ 9 3.0 Technical Proposal ...................................................................................................................................... 11 4.0 Cost Proposal ............................................................................................................................................... 18 5.0 Other Requirements and Special Terms ................................................................................................. 18 6.0 Proposal Content and Organization ........................................................................................................ 23 Attachment A. Attachments or Exhibits .......................................................................................................... 26 Attachment B. Online Proctoring Solution – Technical Specifications Form ............................................ 27 Attachment C. Department of Information Technology Terms and Conditions ...................................... 28 Attachment D – Description of Offeror ............................................................................................................ 40 Page 5 of 42 Rev. 2020/09/01 1.0 Introduction The purpose of this RFP and any resulting contract award is to solicit offers for Online Proctoring Solution(s) that allow students to securely complete exams from any location (on or off campus). Wake Technical Community College (WTCC) is the largest of North Carolina’s 58 community colleges and located in Wake County, North Carolina. WTCC has six campuses and two training centers totaling approximately 390 acres and 44 buildings. WTCC is a non-residential institution. WTCC is committed to providing its employees, students and visitors with a safe and healthy environment. Classes are generally offered between 7 a.m. and 10 p.m. Monday through Friday and until 5 p.m. on Saturdays at the six campuses and two centers. The College serves approximately 31,000 students in degree programs annually and 35,000 students in non-degree programs. This includes approximately 18,000 students who take at least one online class, and 7,700 students who take only online classes. The College uses Blackboard and Moodle Learning Management Systems (LMS). Students and faculty have year around, 24x7 access to the LMS. During the first two months of the Fall semester, 6392 student seats were utilized on the current online proctoring platform for 221 courses. College faculty was surveyed on their preferences for online proctoring requirements in Fall 2020. Approximately 40% of full-time faculty responded to the survey. Data from the survey indicated the following: • 93% of exams are currently completed online • 74% of students are using a Windows PC, Mac computer, or Chromebook to complete online exams • 70% of faculty expects to issue 1-5 exams per course during the semester • 32% of students need to access other applications or websites when completing exams Additionally, WTCC’s facilities may be used by the general public in attending performances, exhibitions, career fairs, centralized testing facilities, festivals, and other public events. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. Indefinite Quantity Contract. This solicitation will establish an indefinite quantity contract between a Vendor and the WTCC. The quantity of goods or Services is undetermined. An estimated quantity based on past history or other means may be used as a guide but shall not be a representation by the WTCC of any anticipated purchase volume under any contract made pursuant to this solicitation. • In addition, the State reserves the right to make partial, progressive or multiple awards: where it is advantageous to award separately by items; or where more than one supplier is needed to provide the contemplated specifications as to quantity, quality, delivery, service, geographical areas; and where other factors are deemed to be necessary or proper to the purchase in question. Page 6 of 42 Rev. 2020/09/01 • 2.0 Bidding Information 2.1 Procurement Schedule The Procurement Manager will make every effort to adhere to the following schedule: Action Responsibility Date Time Issue RFP WTCC 02/04/2021 Submit Questions to Purchasing Agent Vendors 02/09/2021 2:00 PM (ET) Issue Addendum with Responses to Written Questions WTCC 02/11/2021 Upload Offer to Sourcing Tool Vendors 02/18/2021 2:00 PM (ET) Award Contract State TBD 2.2 Instructions to Vendors Additional acronyms, definitions and abbreviations may be included in the text of the RFP. 1) Offers submitted via facsimile (FAX) machine will not be accepted. 2) EXECUTION: Failure to sign under EXECUTION section will render offer invalid. 3) PROMPT PAYMENT DISCOUNTS: Vendors are urged to compute all discounts into the price offered. If a prompt payment discount is offered, it will not be considered in the award of the Agreement except as a factor to aid in resolving cases of identical prices. 4) MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns and the singular of any word or phrase shall be read to include the plural and vice versa. 5) VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Electronic Vendor Portal (eVP) allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and Services available on the Interactive Purchasing System at the following web site: https://vendor.ncgov.com/vendor/login 6) ORGANIZATION: Vendors are directed to carefully review Section 6.0 herein and fully comply with the content and organizational requirements therein. 7) E-PROCUREMENT: This is NOT an E-Procurement solicitation. See Section 1, paragraph #38 of the attached North Carolina Department of Information Technology Terms and Conditions Services made part of this solicitation contain language necessary for the implementation of North Carolina’s statewide E-Procurement initiative. It is the Vendor’s responsibility to read these terms and conditions carefully and to consider them in preparing the offer. By signature, the Vendor acknowledges acceptance of all terms and conditions including those related to E-Procurement. a) General information on the E-Procurement service can be found at http://eprocurement.nc.gov/ b) Within two days after notification of award of a contract, the Vendor must register in NC E- Procurement @ Your Service at the following web site: http://eprocurement.nc.gov/Vendor.html c) As of the RFP submittal date, the Vendor must be current on all E-Procurement fees. If the Vendor is not current on all E-Procurement fees, the State may disqualify the Vendor from participation in this RFP. 8) RESTRICTIONS ON CONTRACTS WITH THE STATE: Reserved 2.3 General Conditions for Proposals 1) DEFINITIONS, ACRONYMS AND ABBREVIATIONS: Generally, see 9 NCAC 06A.0102 for definitions. The following are additional defined terms: https://vendor.ncgov.com/vendor/login http://eprocurement.nc.gov/ http://eprocurement.nc.gov/Vendor.html Page 7 of 42 Rev. 2020/09/01 a) 24x7: A statement of availability of systems, communications, and/or supporting resources every hour (24) of each day (7 days weekly) throughout every year for periods specified herein. Where reasonable downtime is accepted, it will be stated herein. Otherwise, 24x7 implies NO loss of availability of systems, communications, and/or supporting resources. b) Deliverables: Deliverables, as used herein, shall comprise all Hardware, Vendor Services, professional Services, Software and provided modifications to any Software, and incidental materials, including any goods, Software or Services access license, data, reports and documentation provided or created during the performance or provision of Services hereunder. Deliverables include "Work Product" and means any expression of Licensor’s findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, enhancements, and other technical information; but not source and object code or software. c) Goods: Includes intangibles such as computer software; provided, however that this definition does not modify the definition of “goods” in the context of N.C.G.S. §25-2-105 (UCC definition of goods). d) NCDIT or DIT: The NC Department of Information Technology, formerly Office of Information Technology Services. e) Open Market Contract: A contract for the purchase of goods or Services not covered by a term, technical, or convenience contract. f) Reasonable, Necessary or Proper: as used herein shall be interpreted solely by the State of North Carolina. g) RFP: Request for Proposal h) The State: Is the State of North Carolina, and its Agencies. i) Vendor: Company, firm, corporation, partnership, individual, etc., submitting an offer in response to a solicitation. j) WTCC: Is Wake Technical Community College. 2) READ AND REVIEW: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and comply with all specifications, requirements and the State’s intent as specified herein. If a Vendor discovers an inconsistency, error or omission in this solicitation, the Vendor should request a clarification from the State’s contact person listed on the front page of the solicitation. Questions and clarifications must be submitted in writing and may be submitted by personal delivery, letter, fax or e-mail within the time period identified hereinabove. 3) VENDOR RESPONSIBILITY: The Vendor(s) will be responsible for investigating and recommending the most effective and efficient technical configuration. Consideration shall be given to the stability of the proposed configuration and the future direction of technology, confirming to the best of their ability that the recommended approach is not short lived. Several approaches may exist for hardware configurations, other products and any software. The Vendor(s) must provide a justification for their proposed hardware, product and software solution(s) along with costs thereof. Vendors are encouraged to present explanations of benefits and merits of their proposed solutions together with any accompanying Services, maintenance, warranties, value added Services or other criteria identified herein. The Vendor acknowledges that, to the extent the awarded contract involves the creation, research, investigation or generation of a future RFP or other solicitation; the Vendor will be precluded from bidding on the subsequent RFP or other solicitation and from serving as a subcontractor to an awarded vendor. The State reserves the right to disqualify any bidder if the State determines that the bidder has used its position (whether as an incumbent Vendor, or as a subcontractor hired to assist with the RFP development, or as a Vendor offering free assistance) to gain a competitive advantage on the RFP or other solicitation. 4) ELIGIBLE VENDOR: The Vendor certifies that in accordance with N.C.G.S. §143-59.1(b), Vendor is not an ineligible vendor as set forth in N.C.G.S. §143-59.1 (a). 5) ORAL EXPLANATIONS: The State will not be bound by oral explanations or instructions given at any time during the bidding process or after award. Vendor contact regarding this RFP with anyone other than the Purchasing Agent listed on page one of this RFP may be grounds for rejection of said Page 8 of 42 Rev. 2020/09/01 Vendor’s offer. Agency contact regarding this RFP with any Vendor may be grounds for cancellation of this RFP. 6) INSUFFICIENCY OF REFERENCES TO OTHER DATA: Only information that is received in response to this RFP will be evaluated. Reference to information previously submitted or Internet Website Addresses (URLs) will not suffice as a response to this solicitation. 7) CONFLICT OF INTEREST: Applicable standards may include: N.C.G.S. §§143B-1352 and 143B- 1353, 14-234, and 133-32. The Vendor shall not knowingly employ, during the period of the Agreement, nor in the preparation of any response to this solicitation, any personnel who are, or have been, employed by a Vendor also in the employ of the State and who are providing Services involving, or similar to, the scope and nature of this solicitation or the resulting contract. 8) CONTRACT TERM: A contract awarded pursuant to this RFP shall have an effective date as provided in the Certification of Award. The term shall be one (1) year, and will expire upon the anniversary date of the effective date unless otherwise stated in the Notice of Award, or unless terminated earlier. The State retains the option to extend the Agreement for four (4) additional one (1) year periods at its sole discretion. 9) EFFECTIVE DATE: This solicitation, including any Exhibits, or any resulting contract or amendment shall not become effective nor bind the State until the appropriate State purchasing authority/official or Agency official has signed the document(s), contract or amendment; the effective award date has been completed on the document(s), by the State purchasing official, and that date has arrived or passed. The State shall not be responsible for reimbursing the Vendor for goods provided nor Services rendered prior to the appropriate signatures and the arrival of the effective date of the Agreement. No contract shall be binding on the State until an encumbrance of funds has been made for payment of the sums due under the Agreement. 10) RECYCLING AND SOURCE REDUCTION: It is the policy of this State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable, and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of goods purchased. However, no sacrifice in quality of packaging will be acceptable. The Vendor remains responsible for providing packaging that will protect the commodity and contain it for its intended use. Vendors are strongly urged to bring to the attention of the purchasers at the NCDIT Statewide IT Procurement Office those products or packaging they offer which have recycled content and that are recyclable. 11) CLARIFICATIONS/INTERPRETATIONS: Any and all amendments or revisions to this document shall be made by written addendum from the DIT Procurement Office. Vendors may contact the Purchasing Agent listed on page one of this document to obtain a verbal status of contract award. If either a unit price or extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 12) RIGHTS RESERVED: While the State has every intention to award a contract as a result of this RFP, issuance of the RFP in no way constitutes a commitment by the State of North Carolina, or the procuring Agency, to award a contract. Upon determining that any of the following would be in its best interests, the State may: a) waive any formality; b) amend the solicitation; c) cancel or terminate this RFP; d) reject any or all offers received in response to this RFP; e) waive any undesirable, inconsequential, or inconsistent provisions of this RFP; f) if the response to this solicitation demonstrate a lack of competition, negotiate directly with one or more Vendors; g) not award, or if awarded, terminate any contract if the State determines adequate State funds are not available; or Page 9 of 42 Rev. 2020/09/01 h) if all offers are found non-responsive, determine whether Waiver of Competition criteria may be satisfied, and if so, negotiate with one or more known sources of supply. 13) ALTERNATE OFFERS: The Vendor may submit alternate offers for various levels of service(s) or products meeting specifications. Alternate offers must specifically identify the RFP specifications and advantage(s) addressed by the alternate offer. Any alternate offers must be clearly marked with the legend as shown herein. Each offer must be for a specific set of Services or products and offer at specific pricing. If a Vendor chooses to respond with various service or product offerings, each must be an offer with a different price and a separate RFP offer. Vendors may also provide multiple offers for software or systems coupled with support and maintenance options, provided, however, all offers must satisfy the specifications. Alternative offers must be uploaded into the Sourcing Tool at the same time as Vendor’s primary offer. Alternate offers must be clearly marked “Alternate Offer for ‘name of Vendor’” and numbered sequentially with the first offer if separate offers are submitted. This legend must be in bold type of not less than 14-point type on the face of the offer, and on the text of the alternative offer. 14) CO-VENDORS: Vendors may submit offers as partnerships or other business entities. Such partners or other “co-Vendors”, if any, shall disclose their relationship fully to the State. The State shall not be obligated to contract with more than one Vendor. Any requirements for references, financial statements or similar reference materials shall mean all such partners or co-Vendors. 15) SUBMITTING AN OFFER: Each Vendor submitting an offer warrants and represents that: a) The offer is based upon an understanding of the specifications and requirements described in this RFP. b) Costs for developing and delivering responses to this RFP and any subsequent presentations of the offer as requested by the State are entirely the responsibility of the Vendor. The State is not liable for any expense incurred by the Vendors in the preparation and presentation of their offers. 16) SUBMITTED MATERIALS: All materials submitted in response to this RFP become the property of the State and are to be appended to any formal documentation, which would further define or expand any contractual relationship between the State and the Vendor resulting from this RFP process. 17) MODIFICATIONS TO OFFER: An offer may not be unilaterally modified by the Vendor. 18) REGISTRATION WITH THE SECRETARY OF STATE: Vendors do not have to be registered with the NC Secretary of State to submit an offer; however, in order to receive an award/contract with the State, it must be registered. Registration can be completed at the following website: https://www.sosnc.gov/Guides/launching_a_business. 2.4 Evaluation Process 1) BEST VALUE: "Best Value" procurement methods are authorized by N.C.G.S. §§143-135.9 and 143B-1350(h). The award decision is made based on multiple factors, including: total cost of ownership, meaning the cost of acquiring, operating, maintaining, and supporting a product or service over its projected lifetime; the evaluated technical merit of the Vendor's offer; the Vendor's past performance; and the evaluated probability of performing the specifications stated in the solicitation on time, with high quality, and in a manner that accomplishes the stated business objectives and maintains industry standards compliance. The intent of "Best Value" Information Technology procurement is to enable Vendors to offer and the Agency to select the most appropriate solution to meet the business objectives defined in the solicitation and to keep all parties focused on the desired outcome of a procurement. Evaluation shall also include compliance with information technology https://www.sosnc.gov/Guides/launching_a_business Page 10 of 42 Rev. 2020/09/01 project management policies, compliance with information technology security standards and policies, substantial conformity with the specifications, and other conditions set forth in the solicitation. 2) SOURCE SELECTION: A trade-off/ranking method of source selection will be utilized in this procurement to allow the State to award this RFP to the Vendor providing the Best Value, and recognizing that Best Value may result in award other than the lowest price or highest technically qualified offer. By using this method, the overall ranking may be adjusted up or down when considered with, or traded-off against other non-price factors. a) The evaluation committee may request clarifications, an interview with or presentation from any or all Vendors as allowed by 9 NCAC 06B.0307. However, the State may refuse to accept, in full or partially, the response to a clarification request given by any Vendor. Vendors are cautioned that the evaluators are not required to request clarifications; therefore, all offers should be complete and reflect the most favorable terms. Vendors should be prepared to send qualified personnel to Raleigh, North Carolina, to discuss technical and contractual aspects of the offer. b) Evaluation Process Explanation. State Agency employees will review all offers. All offers will be initially classified as being responsive or non-responsive. If an offer is found non-responsive, it will not be considered further. All responsive offers will be evaluated based on stated evaluation criteria. Any references in an answer to another location in the RFP materials or Offer shall have specific page numbers and sections stated in the reference. c) To be eligible for consideration, a Vendor’s offer must substantially conform to the intent of all specifications. Compliance with the intent of all specifications will be determined by the State. Offers that do not meet the full intent of all specifications listed in this RFP may be deemed deficient. Further, a serious deficiency in the offer to any one factor may be grounds for rejection regardless of overall score. d) Vendors are advised that the State is not obligated to ask for, or accept after the closing date for receipt of offer, data that is essential for a complete and thorough evaluation of the offer. 3) BEST AND FINAL OFFERS (BAFO): If negotiations or subsequent offers are solicited, the Vendors shall provide BAFOs in response. Failure to deliver a BAFO when requested shall disqualify the non- responsive Vendor from further consideration. The State may establish a competitive range based upon evaluations of offers, and request BAFOs from the Vendors within this range; e.g. “Finalist Vendors”. The State will evaluate BAFOs and add any additional weight to the Vendors’ respective offer. Additional weight awarded from oral presentations and product demonstrations during negotiations, if any, will be added to the previously assigned weights to attain their final ranking. 4) EVALUATION CRITERIA: Each of the criteria below shall be evaluated in accordance with the solicitation documents: An Evaluation Committee (“Committee”) will review all proposals to determine which proposals have qualified for consideration according to the criteria stated herein. The Committee’s evaluation will be based on all available information. This includes qualification statements, interviews, reports, discussions, reference and other appropriate checks as needed. The highest rated proposal(s) evaluated by the Committee may be invited to make an oral presentation of their written proposal to the Committee. Proposals will be evaluated using the following weighted factors: Evaluation Criteria Weight  1. Product functionality: Evaluation of solution specifications on a scale that assesses “Native functionality” to “Functionality not supported”. 40%  2. Quality of the proposed implementation project plan: including but not limited to project timeline with pre- and post-implementation tasks and understanding of the needs and objectives.   30%  Page 11 of 42 Rev. 2020/09/01 3. Business risks associated with Vendor’s Financial stability, portions of unique Vendor Terms and Conditions such as End User License Agreements, Service Level Agreements or other terms presented in a Vendor’s offer. 10%  4. Qualifications and experience of the proposed key personnel as evidenced by relevant experience references. 10%  5. Total cost of ownership includes initial investment cost, annual costs, service costs, technology / subscription fees, and other costs necessary to implement or use the solution. 10%  5) PAST PERFORMANCE: The Vendor may be disqualified from any evaluation or award if the Vendor or any key personnel proposed, has previously failed to perform satisfactorily during the performance of any contract with the State, or violated rules or statutes applicable to public bidding in the State. 6) EVALUATION METHOD: a. Scoring and Weighting: Each proposal will be assessed by the Evaluation Committee for completeness and ability to meet the criteria described in this request. Each of the weighed percentages indicated in paragraph II. D. 4) above will be evaluated and a score will be placed against each area. Additionally: i. Preferred proposals may be short listed and requested to provide a presentation or demonstrate their solution as part of the evaluation process. ii. Awards will be made to the Vendor’s solution or solutions that most closely address the college’s needs. 7) INTERACTIVE PURCHASING SYSTEM (IPS): The State has implemented links to the Interactive Purchasing System (IPS) that allow the public to retrieve offer award information electronically from our Internet web site: https://www.ips.state.nc.us/ips/. Click on the IPS BIDS icon, click on Search for BID, enter the Agency prefix-offer number 130-WTCC610-2021, and then search. This information may not be available for several weeks dependent upon the complexity of the acquisition and the length of time to complete the evaluation process. 8) PROTEST PROCEDURES: Protests of awards exceeding $25,000 in value must be submitted to the issuing Agency at the address given on the first page of this document. Protests must be received in this office within fifteen (15) calendar days from the date of this RFP award and provide specific reasons and any supporting documentation for the protest. All protests will be governed by Title 9, Department of Information Technology (formerly Office of Information Technology Services), Subchapter 06B Sections .1101 - .1121. 3.0 Technical Proposal 1) ENTERPRISE STRATEGIES, SERVICES, AND STANDARDS: Agencies and Vendors should refer to the Vendor Resources Page for information on North Carolina Information Technology enterprise services, security policies and practices, architectural requirements, and enterprise contracts. The Vendor Resources Page can be found at the following link: https://it.nc.gov/vendor-engagement- resources. This site provides vendors with statewide information and links referenced throughout the RFP document. Agencies may request additional information. 2) ARCHITECTURE DIAGRAMS DEFINED: The State utilizes diagrams to better understand the design and technologies of a proposed solution. The architecture diagrams required at offer submission can be found at the following link: https://it.nc.gov/architectural-artifacts. There may be additional architectural diagrams requested of the vendor after contract award. This will be communicated to the vendor by the agency as needed during the project. The additional diagrams can be found at the link above. https://www.ips.state.nc.us/ips/ https://it.nc.gov/vendor-engagement-resources https://it.nc.gov/vendor-engagement-resources https://it.nc.gov/architectural-artifacts Page 12 of 42 Rev. 2020/09/01 3) VIRTUALIZATION: The College desires the flexibility to host Vendor’s proposed solution in a virtualized environment, should it determine in the future that virtualized hosting for such solution would be more economical or efficient. The College currently utilizes server virtualization technologies including VMware, and HyperV. The Vendor should state whether its solution operates in a virtualized environment. Vendor also should identify and describe all differences, restrictions or limitations of its proposed solution with respect to operation, licensing, support, certification, warranties, and any other details that may impact its proposed solution when hosted in a virtualized environment. 4) NCID: The proposed solution must externalize identity management and will be required to utilize the North Carolina Identity Service (NCID) for the identity management and authentication related functions performed by this application. NCID is the State's enterprise identity management (IDM) service. It is operated by the North Carolina Department of Information Technology. Additional information regarding this service can be found in the DIT Service Catalog at: http://it.nc.gov/it- services (see Identity Management - NC Identity Management under the main menu item Application Services) and the NCID Web site at: https://it.nc.gov/ncid/. 5) CLOUD SERVICE PROVIDERS (CSPs For offers featuring a cloud-hosted solution, vendors shall describe how the proposed solution will support the agency’s information system security compliance requirements as described in the Statewide Information Security Manual, specifically relating to, and without limitation, the sections relating to cloud services: http://it.nc.gov/statewide- resources/policies. The Online Proctoring Solution will be required to receive and securely manage prospective student and applicant data. As such, the Online Proctoring Solution will be classified as Program Critical/ NIST system confidentiality (high), integrity (moderate) and availability (low). To comply with policy, State agencies are required to perform annual security/risk assessments on their information systems using NIST 800-53 controls. This requirement additionally applies to all vendor provided, agency managed Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) solutions. Assessment reports such as the Federal Risk and Authorization Management Program (FedRAMP) certification, SOC 2 Type 2, SSAE 16, and ISO 27001 are preferred and offered solutions already meeting these requirements are requested to include these reports as part of their submission. 6) SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE: For offers featuring a solution not hosted on State infrastructure, vendors shall describe how the proposed solution will support the agency’s information system security compliance requirements as described in the Statewide Information Security Policies: http://it.nc.gov/statewide-resources/policies. To comply with these policies State agencies are required to perform annual security/risk assessments on their information systems using NIST 800-53 controls. This requirement additionally applies to all agency managed Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) solutions. Assessment reports such as the Federal Risk and Authorization Management Program (FedRAMP) certification, SOC 2 Type 2, SSAE 16, and ISO 27001 are preferred and offered solutions already meeting these requirements are requested to include these reports as part of their submission. 7) EQUIVALENT ITEMS: Whenever a material, article or piece of equipment is identified in the specification(s) by reference to a manufacturer’s or Vendor’s name, trade name, catalog number or similar identifier, it is intended to establish a standard for determining substantial conformity during evaluation, unless otherwise specifically stated as a brand specific requirement (no substitute items will be allowed). Any material, article or piece of equipment of other manufacturers or Vendors shall perform to the standard of the item named. Equivalent offers must be accompanied by sufficient descriptive literature and/or specifications to provide for detailed comparison. Samples of items, if required, shall be furnished at no expense to the State and if not destroyed in the evaluation process, may be returned to the Vendor at the Vendor’s expense. http://it.nc.gov/it-services http://it.nc.gov/it-services https://it.nc.gov/ncid/ http://it.nc.gov/statewide-resources/policies http://it.nc.gov/statewide-resources/policies http://it.nc.gov/statewide-resources/policies Page 13 of 42 Rev. 2020/09/01 8) LITERATURE: All offers shall include specifications and technical literature sufficient to allow the State to determine that the proposed solution substantially meets all specifications. This technical literature will be the primary source for evaluation. If a specification is not addressed in the technical literature it must be supported by additional documentation and included with the offer. Offer responses without sufficient technical documentation may be rejected. 9) EQUIVALENT GOODS: The State may, in its sole discretion, investigate any substitute or equivalent goods irrespective of any representation made by a Vendor or manufacturer. 10) DEVIATION FROM SPECIFICATIONS: Any deviation from specifications indicated herein must be clearly identified as an exception and listed on a separate page labeled “Exceptions to Specification.” Any deviations shall be explained in detail. The Vendor shall not construe this paragraph as inviting deviation or implying that any deviation will be acceptable. Offers of alternative or non-equivalent goods or services may be rejected if not found substantially conforming; and if offered, must be supported by independent documentary verification that the offer substantially conforms to the specified goods or services specification. 11) SCOPE OF WORK:: Wake Technical Community College is seeking an online proctoring solution for credit and non-credit seeking students completing exams at remote locations that: • Is user friendly and intuitive for students and faculty • Supports live and automated exam proctoring • Is compatible with the College’s Learning Management Systems, Blackboard and Moodle • Provides secure planning, tracking, and reporting online • Securely authenticates student, faculty, and staff users • Is accessible with PCs, Mac computers, Chromebooks, and mobile devices (laptops, tablets, phones) • Supports access with multiple web browsers (Google Chrome, Microsoft Edge, Firefox, and Safari) • Records and stores exam session data • Accommodates exam proctoring for multiple exams occurring simultaneously  • Provides proctoring for exams taken inside and outside of a formal learning management system  • Provides identity verification of exam takers  • Identifies and reports suspicious activity that jeopardizes exam integrity  • Allows students to upload files required for exams  • Prohibits the use of external resources during exam sessions  • Provides exam session analytics • Allows access to third-party vendor assessments (e.g., Pearson, Cengage, McGraw-Hill, Hawkes, etc.)  • Includes accessibility standards for disabled users Vendors submitting proposals are required to provide a complete response that clearly illustrates how the proposed solution addresses Technical Specifications outlined in Section 12. This includes describing: • Functionality and processes supported by the proposed solution • How the proposed solution meets requirements • Implementation and support services (ex. training, project management, consultation, etc.) • Functionality not currently available or in development (include target timeframe for availability) Wake Technical Community College’s curriculum areas will be the primary users of the proposed solution. This includes Health Sciences, Arts, Humanities and Social Science, Mathematics, Sciences & Engineering, Academic Success & Transition Resources, Applied Engineering & https://www.waketech.edu/ Page 14 of 42 Rev. 2020/09/01 Technologies, Information Technology, Business & Public Services, and Workforce Continuing Education. 12) TECHNICAL SPECIFICATIONS: Means, as used herein, a specification that documents the requirements of a system or system component. It typically includes functional requirements, performance requirements, interface requirements, design requirements, development standards, maintenance standards, or similar terms. Substantial conformity with technical specifications is required. a) Requirements: The desired solution must meet the following requirements: • Available at least 99.9% of the time • Allows users access with PCs, Macs, Chromebooks, and mobile devices such as laptops, tablets, and mobile phones • Allows users access with multiple web browsers (Google Chrome, Microsoft Edge, Firefox, and Safari) • Accommodates faculty administering multiple exams per / course per semester • Allows exam takers to upload files (audio, video, and documents) • Accessible to disabled users and meets accessibility standards (e.g. WCAG) • Records students completing exams and the ability to review recordings • Detects and provides notification of suspicious exam behavior (ex. multiple device detection, accessing other applications or websites, etc.) • Performs environment checks to limit and/or prevent access to applications not required to exams • Supports English-speaking students • Compatible with the following systems: o Blackboard LMS (used by curriculum students) o Moodle (used by Workforce Continuing Education students) • Has in place privacy and security standards necessary to protect confidential and personally identifiables data State IT Policies https://it.nc.gov/resources/state-it-policies • Periodic system backups performed • Has in place data privacy, security, back-up and recovery, and disaster recovery processes that are regularly maintained • College ownership of system data • Includes system documentation, training, and support services (ex. implementation, post- production, and direct end-user) b) Specifications: The desired solution should meet the following specifications: • Supports real-time webcam feeds of exam-takers • Includes pause and resume functions • Provides live proctoring for paper or specialty exams requiring physical demonstration/effort to assess mastery • Supports Spanish-speaking students c) Optional: The desired solution may meet the following specifications; however, not required: • Provides exam-takers the ability to complete a practice exam d) The apparent silence of the specifications as to any detail, or the apparent omission of detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and only processes, configuration, material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the State, Vendor shall supply proof of compliance with the specifications. Vendor must provide written notice of its intent to deliver alternate or substitute Services, products, goods or other Deliverables. Alternate or substitute Services, products, goods or Deliverables may be accepted or rejected in the sole https://it.nc.gov/resources/state-it-policies Page 15 of 42 Rev. 2020/09/01 discretion of the State; and any such alternates or substitutes must be accompanied by Vendor’s certification and evidence satisfactory to the State that the function, characteristics, performance and endurance will be equal or superior to the original Deliverables specified. See, Acceptance Criteria, below. e) Site and System Preparation: Vendors shall provide the Purchasing State Agency complete site requirement specifications for the Deliverables, if any. These specifications shall ensure that the Deliverables to be installed or implemented shall operate properly and efficiently within the site and system environment. The Vendor shall advise the State of any site requirements for any Deliverables required by the State’s specifications. Any alterations or modification in site preparation which are directly attributable to incomplete or erroneous specifications provided by the Vendor and which would involve additional expenses to the State, shall be made at the expense of the Vendor. f) Using the Online Proctoring – Vendor Response form provided in Attachment B, indicate whether the proposed solution meets the College’s minimum requirements and provide details: This includes capabilities, features, and limitations. 1. Exam Proctoring Process o Describe the typical exam taking process. This includes but is not limited to:  Identity verification of the exam taker [EPP1]  Pre-exam activities that occur after identity verification (ex. tutorials [EPP2] • If applicable, describe required software downloads and processes for downloading and installation  Accessing exams [EPP3]  Uploading exam documents (including video files) [EPP4]  Releasing exam data to students and faculty responsible for assessing a student’s performance [EPP5]  Identifying suspicious behavior (e.g. exam taker looking away or missing from the screen, talking, another person in screen, use of mobile devices, books or notes) [EPP6]; this includes • Methods used to identify behavior • Flagging and reporting incidents / violations  Pausing and resuming exams [EPP7] • Describe acceptable system circumstances for pausing and resuming exams • Describe how pause and resume functionalities work  Proctoring methods (live, automated, etc.) [ EPP8] • Describe how evidence of exam sessions is captured (ex. real- time live, recorded, snapshots, etc.). • If live proctoring is offered, describe o How proctors are trained and supervised o Expected ratio of proctors to exam takers o Proctor’s communication with exam takers o Proctor’s ability to view the exam taker’s screen o Note: Live proctoring is necessary for paper and specialty exams that require physical demonstration of ability to assess mastery  Suspending exams [EPP9]; describe the • Circumstances and criteria used to suspend exams • Communication or notification process when exam suspension occurs  Browser lockdown [EPP10] Page 16 of 42 Rev. 2020/09/01 • If this functionality is offered, describe the process for disabling unwanted applications.  Communication capabilities [EPP11] • Describe how and when communication automatically occurs (ex. How – email, SMS, Trigger – exam start, suspicious behavior, suspended exam).  Power or Network Outages [EPP12] • Describe the procedure followed when an exam taker experiences a power outage or network outage during an exam. 2. Reporting o Describe the reporting capabilities of the solution; this includes but is not limited to  Standard and custom reports [R1] • Note: Examples of desired report data includes: o Student profile information (name, ID, etc.) o Exam profile information o Time to complete individual questions o Exam start and end times o Suspicious behavior incident reports o Recording or images of student completing an exam  Methods and timeframes for access [R2] 3. System Roles and Administration o Describe possible user roles. [SRA1] o List languages supported by the solution (ex. English, Spanish, etc.). [SRA2] o Describe customization and personalization capabilities such as branding capabilities (ex. email communications, logo on screen). [SRA3] o Describe exam setting options available to faculty preparing to administer exams (ex. allowing or not allowing scratch paper, practice exams, or calculators etc.). [SRA4] o Describe the types of audit logs available for each exam taker (ex. IP address, navigation, internet speed, login attempts, etc.). [SRA5] o Describe any limitations in the quantity of proctored exams that can be issued by an individual faculty member. Note: Faculty is likely to issue 1-10 exams per class/per semester. [SRA6] 4. End User Support and Training o Describe how support and training are provided for exam takers (students), faculty, and administering exams; this includes but is not limited to:  Number of concurrent exam takers that can be supported [EUST1]  Methods support is provided (ex. helpdesk phone, email, knowledgebase, etc.) [EUST2] • Type of resources (dedicated or shared) • Hours of operation (specify time zone) • Average response times • SLA standard for responding or resolution  Methods used to provide training for all roles (ex. webinars, class, tutorial) [EUST3]  Instructions on how to use system functionality for all roles [EUST4] 5. Technical o Describe the minimum system requirements for an exam taker completing a proctored exam using your solution; this includes but is not limited to: Page 17 of 42 Rev. 2020/09/01  Electronic devices that can be used to access your solution (ex. Windows PC, Mac, Chromebook, tablet, etc.) [T1]  Supported operating systems [T2]  Supported web browsers [T3]  Peripherals [T4] o Describe requirements for the college to establish service or setup the solution; this includes data needs, authentication, VPN, and LMS integration. [T5]  Describe supported systems and processes for setting up LMS integration, SSO and authentication such as (CAS/SAML/LDAP/AD). o Describe how 3rd party integration/publisher tools work with the solution (ex. McGraw-Hill, Cengage, WebAssign, etc.). [T6] 6. Data and Performance o Describe the following strategies, plans, and processes for managing exam data:  System backup strategy [DP1]  Disaster Recovery & Business Continuity Plan [DP2]  Data integrity processes [DP3]  Data retention and disposal (storage duration, accessibility) [DP4]  Processes to protect from service outages (power failures, network disruptions, etc.). [DP5] o Describe guaranteed system uptimes and service level agreements for addressing data and performance issues. [DP6] 7. Privacy and Security o Describe the following policies, plans and processes for data privacy and security:  Security Management Program (including standards followed such as ISO-27001, CoBIT, ISO-22307, HITRUST) [PS1]  Privacy policy [PS2]  Data encryption process [PS3]  Vulnerability and penetration scans [PS4]  General Data Protection Regulation (GDPR) compliance [PS5]  Processes for managing data breaches (including triggers, incident response plan, college and vendor responsibilities) [PS6]  Patching policy (including timeframes and procedures) [PS7]  Data security architecture design standard (ex. CDSA, MULITSAFE, CSA Trusted Cloud Architectural Standard, FedRAMP CAESARS) [PS8] 8. Accessibility o Describe what accessibility standards you have implemented e.g. WCAG? W3C standards? [A1] o Assuming that the solution is fully compliant with section 508 of the Rehabilitation Act, describe the solution’s universal design principles. [A2] o What Assistive Technologies are supported to facilitate the accommodation of students with disabilities? Are there any limitations or specific issues experienced with the AT when using the remote proctoring? [A3] o Does the solution include captioning? (This may have more to do with the video player than the Remote Proctoring software.) [A4] o Provide your VPAT for accessibility (Voluntary Product Accessibility Template) or your WCAG 2.0 Conformance Statement. [A5] o Has this system been tested by various disability-related organizations, and what were the results? [A6] o What devices and operating systems that support Assistive Technology are compatible with your remote proctoring software? (For example, MAC and Catalina macOS with the Voiceover screen reader) [A7] o Does this proctoring system allow AT programs be added to a whitelist for greater access to the LMS? [A8] https://www.section508.gov/manage/laws-and-policies https://www.section508.gov/manage/laws-and-policies Page 18 of 42 Rev. 2020/09/01 o If the student is using a screen reader, are their keyboard instructions or directions provided on how to navigate the remote proctoring system? [A9] o Does this remote proctoring system track keyboard commands or lock down the keyboard in order for various key combinations not to be utilized? (This can cause access issues for the screen reader) [A10] 9. Optional: The desired solution may meet the following specifications; however, not required [O1]: o Provides exam-takers the ability to complete a practice exam 10. Implementation o Describe the typical implementation process; this includes but is not limited to:  Expected duration [I1]  Common challenges and risks [I2]  Resources the College will need to make available for setup, support, etc. [I3] 4.0 Cost Proposal 1) OFFER COSTS: The Vendor must list and describe any applicable offer costs which may include the following: a) Initial cost of software b) Software maintenance & support c) Training Costs separated into user training and technical support d) Implementation Costs e) Data conversion & integration f) Documentation & training materials g) Costs for additional professional services h) Training including training materials i) Maintenance costs, to include, per year j) Any other costs required for implementation and utilization k) Technical support/customer service, per year (ex. end user support for faculty, technical support for internal IT department) l) Other costs m) Technical support for the technical staff n) The costs for customization shall be detailed on an attached sheet of paper by item and cost for each base system modification. o) The consulting and other value-added service hourly rates or costs shall be listed separately by type of service. Travel and lodging expenses, if any, must be thoroughly described; and are limited by the State’s Terms and Conditions. 2) ALTERNATIVE COST RESPONSE: Vendors who propose an Alternative cost response must upload to the Sourcing Tool a separate document labeled “ALTERNATIVE COST RESPONSE”. 5.0 Other Requirements and Special Terms 1) SPECIAL TERMS AND CONDITIONS: Reserved 3) FINANCIAL STATEMENTS: Agencies must determine that a Vendor has sufficient financial resources to perform. GS 143B-1350(h1). The Vendor shall provide evidence of financial stability with its response to this RFP as further described herein below. As used herein, Financial Statements shall exclude tax returns and compiled statements. a) For a publicly traded company, Financial Statements for the past three (3) fiscal years, including at a minimum, income statements, balance sheets, and statement of changes in financial position or cash flows. If three (3) years of financial statements are not available, this information shall be provided to the fullest extent possible, but not less than one year. If less than 3 years, The Vendor must explain the reason why they are not available. Page 19 of 42 Rev. 2020/09/01 b) For a privately held company, when certified audited financial statements are not prepared: a written statement from the company’s certified public accountant stating the financial condition, debt-to-asset ratio for the past three (3) years and any pending actions that may affect the company’s financial condition. c) The State may, in its sole discretion, accept evidence of financial stability other than Financial Statements for the purpose of evaluating Vendors’ responses to this RFP. The State reserves the right to determine whether the substitute information meets the requirements for Financial Information sufficiently to allow the State to evaluate the sufficiency of financial resources and the ability of the business to sustain performance of this RFP award. Scope Statements issued may require the submission of Financial Statements and specify the number of years to be provided, the information to be provided, and the most recent date required. 4) DISCLOSURE OF LITIGATION: The Vendor’s failure to fully and timely comply with the terms of this section, including providing reasonable assurances satisfactory to the State, may constitute a material breach of the Agreement. a) The Vendor shall notify the State in its offer, if it, or any of its subcontractors, or their officers, directors, or key personnel who may provide Services under any contract awarded pursuant to this solicitation, have ever been convicted of a felony, or any crime involving moral turpitude, including, but not limited to fraud, misappropriation or deception. The Vendor shall promptly notify the State of any criminal litigation, investigations or proceeding involving the Vendor or any subcontractor, or any of the foregoing entities’ then current officers or directors during the term of the Agreement or any Scope Statement awarded to the Vendor. b) The Vendor shall notify the State in its offer, and promptly thereafter as otherwise applicable, of any civil litigation, arbitration, proceeding, or judgments against it or its subcontractors during the three (3) years preceding its offer, or which may occur during the term of any awarded to the Vendor pursuant to this solicitation, that involve (1) Services or related goods similar to those provided pursuant to any contract and that involve a claim that may affect the viability or financial stability of the Vendor, or (2) a claim or written allegation of fraud by the Vendor or any subcontractor hereunder, arising out of their business activities, or (3) a claim or written allegation that the Vendor or any subcontractor hereunder violated any federal, state or local statute, regulation or ordinance. Multiple lawsuits and or judgments against the Vendor or subcontractor shall be disclosed to the State to the extent they affect the financial solvency and integrity of the Vendor or subcontractor. c) All notices under subsection A and B herein shall be provided in writing to the State within thirty (30) calendar days after the Vendor learns about any such criminal or civil matters; unless such matters are governed by the DIT Terms and Conditions annexed to the solicitation. Details of settlements which are prevented from disclosure by the terms of the settlement shall be annotated as such. Vendor may rely on good faith certifications of its subcontractors addressing the foregoing, which certifications shall be available for inspection at the option of the State. 5) CRIMINAL CONVICTION: In the event the Vendor, an officer of the Vendor, or an owner of a 25% or greater share of the Vendor, is convicted of a criminal offense incident to the application for or performance of a State, public or private Contract or subcontract; or convicted of a criminal offense including but not limited to any of the following: embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, attempting to influence a public employee to breach the ethical conduct standards for State of North Carolina employees; convicted under State or federal antitrust statutes; or convicted of any other criminal offense which in the sole discretion of the State, reflects upon the Vendor’s business integrity and such vendor shall be prohibited from entering into a contract for goods or Services with any department, institution or agency of the State. 6) SECURITY AND BACKGROUND CHECKS: The Agency reserves the right to conduct a security background check or otherwise approve any employee or agent provided by the Vendor, and to refuse access to or require replacement of any such personnel for cause, including, but not limited to, Page 20 of 42 Rev. 2020/09/01 technical or training qualifications, quality of work or change in security status or non-compliance with the Agency’s security or other requirements. 7) ASSURANCES: In the event that criminal or civil investigation, litigation, arbitration or other proceedings disclosed to the State pursuant to this Section, or of which the State otherwise becomes aware, during the term of the Agreement, causes the State to be reasonably concerned about: a) the ability of the Vendor or its subcontractor to continue to perform the Agreement in accordance with its terms and conditions, or b) whether the Vendor or its subcontractor in performing Services is engaged in conduct which is similar in nature to conduct alleged in such investigation, litigation, arbitration or other proceedings, which conduct would constitute a breach of the Agreement or violation of law, regulation or public policy, then the Vendor shall be required to provide the State all reasonable assurances requested by the State to demonstrate that: the Vendor or its subcontractors hereunder will be able to continue to perform the Agreement in accordance with its terms and conditions, and the Vendor or its subcontractors will not engage in conduct in performing Services under the Agreement which is similar in nature to the conduct alleged in any such litigation, arbitration or other proceedings. 8) CONFIDENTIALITY OF DATA AND INFORMATION: All RFP responses, information marked as confidential or proprietary, financial, statistical, personnel, technical and other data and information relating to the State’s operation which are designated confidential by the State and made available to the Vendor in order to carry out the Agreement, or which become available to the Vendor in carrying out the Agreement, shall be protected by the Vendor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. If the methods and procedures employed by the Vendor for the protection of the Vendor’s data and information are deemed by the State to be adequate for the protection of the State’s confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this section. The Vendor shall not be required under the provisions of this section to keep confidential, (1) information generally available to the public, (2) information released by the State generally, or to the Vendor without restriction, (3) information independently developed or acquired by the Vendor or its personnel without reliance in any way on otherwise protected information of the State. Notwithstanding the foregoing restrictions, the Vendor and its personnel may use and disclose any information which it is otherwise required by law to disclose, but in each case only after the State has been so notified, and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. 9) PROJECT MANAGEMENT: All project management and coordination on behalf of the Agency shall be through a single point of contact designated as the Agency Project Manager. The Vendor shall designate a Vendor Project Manager who will provide a single point of contact for management and coordination of the Vendor’s work. All work performed pursuant to the Agreement shall be coordinated between the Agency Project Manager and the Vendor Project Manager. 10) MEETINGS: The Vendor is required to meet with Agency personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the Agreement. Meetings will occur as problems arise and will be coordinated by Agency. The Vendor will be given reasonable and sufficient notice of meeting dates, times, and locations. Face to face meetings are desired. However, at the Vendor's option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two (2) consecutive missed or rescheduled meetings, or failure to make a good faith effort to resolve problems, may result in termination of the Agreement. 11) STOP WORK ORDER: The State may issue a written Stop Work Order to Vendor for cause at any time requiring Vendor to suspend or stop all, or any part, of the performance due under the Agreement for a period up to ninety (90) days after the Stop Work Order is delivered to the Vendor. The ninety (90) day period may be extended for any further period for which the parties may agree. Page 21 of 42 Rev. 2020/09/01 a) The Stop Work Order shall be specifically identified as such and shall indicate that it is issued under this term. Upon receipt of the Stop Work Order, the Vendor shall immediately comply with its terms and take all reasonable steps to minimize incurring costs allocable to the work covered by the Stop Work Order during the period of work suspension or stoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to Vendor, or within any extension of that period to which the parties agree, the State shall either: i) Cancel the Stop Work Order, or ii) Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of the Agreement. b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Vendor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Agreement price, or both, and the Agreement shall be modified, in writing, accordingly, if: i) The Stop Work Order results in an increase in the time required for, or in the Vendor’s cost properly allocable to the performance of any part of the Agreement, and ii) The Vendor asserts its right to an equitable adjustment within thirty (30) days after the end of the period of work stoppage; provided that if the State decides the facts justify the action, the State may receive and act upon an offer submitted at any time before final payment under the Agreement. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for Convenience of the State, the State shall allow reasonable direct costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State shall not be liable to the Vendor for loss of profits because of a Stop Work Order issued under this term. 12) TRANSITION ASSISTANCE: If the Agreement is not renewed at the end of this term, or is canceled prior to its expiration, for any reason, the Vendor must provide for up to six (6) months after the expiration or cancellation of the Agreement, all reasonable transition assistance requested by the State, to allow for the expired or canceled portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of the Agreement, (notwithstanding this expiration or cancellation) except for those Contract terms or conditions that do not reasonably apply to such transition assistance. The State shall pay the Vendor for any resources utilized in performing such transition assistance at the most current rates provided by the Agreement for Contract performance. If the State cancels the Agreement for cause, then the State will be entitled to off set the cost of paying the Vendor for the additional resources the Vendor utilized in providing transition assistance with any damages the State may have otherwise accrued as a result of said cancellation. 13) TERM EXTENSIONS: Reserved 14) FINANCIAL RESOURCES ASSESSMENT, QUALITY ASSURANCE, PERFORMANCE AND RELIABILITY: a) Pursuant to N.C.G.S. §143B-1350(h)(1), Agencies must conduct a risk assessment, including whether the Vendor has sufficient financial resources to satisfy the agreed upon limitation of liability prior to the award of a contract with Vendor. b) Contract Performance Security. The State reserves the right to require performance guaranties pursuant to N.C.G.S. §143B-1340(f) and 09 NCAC 06B.1207 from the Vendor without expense to the State. Page 22 of 42 Rev. 2020/09/01 c) Project Assurance, Performance and Reliability Evaluation – Pursuant to N.C.G.S. §143B-1340, the State CIO may require quality assurance reviews of Projects as necessary. 15) UNANTICIPATED TASKS: In the event that additional work must be performed that was wholly unanticipated, and that is not specified in the Agreement, but which in the opinion of both parties is necessary to the successful accomplishment of the contracted scope of work, the procedures outlined in this article will be followed. For each item of unanticipated work, the Vendor shall prepare a work authorization in accordance with the State’s practices and procedures. a) It is understood and agreed by both parties that all of the terms and conditions of the Agreement shall remain in force with the inclusion of any work authorization. A work authorization shall not constitute a contract separate from the Agreement, nor in any manner amend or supersede any of the other terms or provisions of the Agreement or any amendment hereto. b) Each work authorization shall comprise a detailed statement of the purpose, objective, or goals to be undertaken by the Vendor, the job classification or approximate skill level or sets of the personnel required, an identification of all significant material then known to be developed by the Vendor’s personnel as a Deliverable, an identification of all significant materials to be delivered by the State to the Vendor’s personnel, an estimated time schedule for the provision of the Services by the Vendor, completion criteria for the work to be performed, the name or identification of Vendor’s personnel to be assigned, the Vendor’s estimated work hours required to accomplish the purpose, objective or goals, the Vendor’s billing rates and units billed, and the Vendor’s total estimated cost of the work authorization. c) All work authorizations must be submitted for review and approval by the procurement office that approved the original Contract and procurement. This submission and approval must be completed prior to execution of any work authorization documentation or performance thereunder. All work authorizations must be written and signed by the Vendor and the State prior to beginning work. d) The State has the right to require the Vendor to stop or suspend performance under the “Stop Work” provision of the North Carolina Department of Information Technology Terms and Conditions. e) The Vendor shall not expend Personnel resources at any cost to the State in excess of the estimated work hours unless this procedure is followed: If, during performance of the work, the Vendor determines that a work authorization to be performed under the Agreement cannot be accomplished within the estimated work hours, the Vendor will be required to complete the work authorization in full. Upon receipt of such notification, the State may: i) Authorize the Vendor to expend the estimated additional work hours or service in excess of the original estimate necessary to accomplish the work authorization, or ii) Terminate the work authorization, or iii) Alter the scope of the work authorization in order to define tasks that can be accomplished within the remaining estimated work hours. iv) The State will notify the Vendor in writing of its election within seven (7) calendar days after receipt of the Vendor’s notification. If notice of the election is given to proceed, the Vendor may expend the estimated additional work hours or Services. 16) RESELLERS: If the Offer is made by a Reseller that purchased the offered items for resale or license to the Agency, or offered based upon an agreement between the Offeror and a third party, and that the proprietary and intellectual property rights associated with the items are owned by parties other than the Reseller (“Third Parties”). The Agency further acknowledges that except for the payment to the Reseller for the Third Party items, all of its rights and obligations with respect thereto flow from and to the Third Parties. The Reseller shall provide the Agency with copies of all documentation and warranties for the Third Party items which are provided to the Reseller. The Reseller shall assign all Page 23 of 42 Rev. 2020/09/01 applicable third party warranties for Deliverables to the Agency. The State reserves all rights to utilize existing agreements with such Third Parties or to negotiate agreements with such Third Parties as the State deems necessary or proper to achieve the intent of this RFP. 6.0 Proposal Content and Organization 1) CONTENTS OF PROPOSAL: This section should contain all relevant and material information relating to the Vendor’s organization, personnel, and experience that would substantiate its qualifications and capabilities to perform the Services and/or provide the goods described in this RFP. If any relevant and material information is not provided, the offer may be rejected from consideration and evaluation. Offers will be considered and evaluated based upon the Vendor’s full completion and response to the following, and any additional requirements herein, or stated in a separate Exhibit. 2) INFORMATION AND DESCRIPTIVE LITERATURE: The Vendor must furnish all information requested; and if response spaces are provided in this document, the Vendor shall furnish said information in the spaces provided. Further, if required elsewhere in this RFP, each Vendor must submit with their offer sketches, descriptive literature and/or complete specifications covering the products offered. References to literature submitted with a previous offer will not satisfy this provision. Proposals that do not comply with these requirements may be rejected. 3) PROPOSAL CONTENT: Demonstrate substantial conformity to the RFP specifications. a) Clearly state your understanding of the problem(s) presented by this RFP. i) Response to technical specifications ii) Cost offer b) Detailed description of the Vendor’s firm should include all of the following: i) Full name, address, and telephone number of the organization; ii) Date established; iii) Background of firm; iv) Ownership (public company, partnership, subsidiary, etc.); v) If incorporated, state of incorporation must be included. vi) Number of full-time employees on January 1st for the last three years or for the duration that the Vendor’s firm has been in business, whichever is less. 4) ERRATA OR EXCEPTIONS: Any errata or exceptions must be stated on a separate page, labeled “Errata and/or Exceptions” with references to the corresponding terms or provisions of the Solicitation. 5) OFFER FORMAT: The offers should contain the entire solicitation and be organized in the order in which the requirements and/or desirable performance criteria are presented in the RFP. The Execution page of this RFP must be placed at the front of the Proposal. Each page should be numbered. The offer should contain a table of contents, which cross-references the RFP requirement and the specific page of the response in the Vendor's offer. 6) GENERAL INSTRUCTIONS: Vendors are strongly encouraged to adhere to the following general instructions in order to bring clarity and order to the offer and subsequent evaluation process: a) Elaborate offers in the form of brochures or other presentations beyond that necessary to present a complete and effective offer are not desired. b) The response should be complete and comprehensive with a corresponding emphasis on being concise and clear. Page 24 of 42 Rev. 2020/09/01 7) RFP RESPONSE ORGANIZATION: The offer should be organized and indexed in the following format and should contain, at a minimum, all listed items in the sequence indicated. Vendor shall upload a single compressed file that contains the documents outlined below into the Sourcing Tool. a) Letter of Transmittal - Each offer must be accompanied by a letter of transmittal that provides the following information: i) Identify the submitting organization; ii) Identify the name, title, telephone and fax number, along with an e-mail address of the person authorized by the organization to contractually obligate the organization; iii) Identify the name, title, telephone and fax number, along with an e-mail address of the person authorized to negotiate the Agreement on behalf of the organization; iv) Identify the names, titles, telephone and fax number, along with an e-mail address of the person to be contacted for clarification; v) Acknowledge receipt of any and all amendments to this RFP. b) Table of Contents. c) Response to Technical Requirements and Specifications using the Online Proctoring – Vendor Response form in Attachment B. Include additional supporting documentation where necessary. d) Completed Cost Offer (including configuration costs, setup costs, and costs associated with exam proctoring for third-party vendors for McGraw Hill, Aleks, Pearson, Elsevier, and professional services (e.g. Notary)). e) References. Vendor(s) must provide the names of three (3) private and/or public organizations for which Vendor has implemented services similar in size and scope of the project outlined in the Scope of Work. The relevant project referenced must have been completed within the past three (3) years. For each reference, provide a detailed description of the products and services provided, the name, title, email address, and phone number for the contractual and program points of contact. Wake Tech will conduct reference checks of the finalist vendor(s). f) List of certified partnerships with other software companies in the education sector. g) Technology roadmap for the proposed solution. h) Technical capabilities of their integration specialists. i) List of compatible Marketing Automation tools (if applicable). j) Relevant accessibility standards documentation. k) Relevant privacy and security standards documentation. l) Financial Information. m) Errata and Exceptions, if any. Offers conditioned upon acceptance of Vendor Exceptions may be determined to be non-responsive by the State. n) Vendor's License and Maintenance Agreements, if any. The State reserves the right to edit or modify these agreements to conform to the best interest of the State. o) Other Supporting Material Including Technical System Documentation. p) Training and Other Materials, Samples or Examples. q) Within each section of their offer, Vendors should address the items in the order in which they appear in this RFP. Forms, if any provided in the RFP, must be completed and included in the appropriate section of the offer. All discussion of proposed costs, rates, or expenses must be presented with the cost response. Page 25 of 42 Rev. 2020/09/01 8) ADHERENCE TO INSTRUCTIONS: Any offer that does not adhere to these instructions may be deemed non-responsive and rejected on that basis. 9) ATTACHMENTS: Vendors may attach other materials that they feel may improve the quality of their responses. However, these materials should be included as items in a separate appendix. Page 26 of 42 Rev. 2020/09/01 Attachment A. Attachments or Exhibits Page 27 of 42 Rev. 2020/09/01 Attachment B. Online Proctoring Solution – Technical Specifications Form Using the attached document, provide a response for each technical specification that describes the proposed solution. (Responses are not required for rows highlighted in blue.) Online Proctoring-Vendor Re Page 28 of 42 Rev. 2020/09/01 Attachment C. Department of Information Technology Terms and Conditions Section 1: Terms and Conditions Applicable to Information Technology Goods and Services 1) DEFINITIONS: a) “Data” includes means information, formulae, algorithms, or other content that the State, the State’s employees, agents and end users upload, create or modify using the Services pursuant to this Agreement. Data also includes user identification information and metadata which may contain Data or from which the State’s Data may be ascertainable. b) Deliverable/Product Warranties shall mean and include the warranties provided for products or deliverables licensed to the State as included in Paragraph 7) c) of these Terms and Conditions unless superseded by a Vendor’s Warranties pursuant to Vendor’s License or Support Agreements. c) “Services” shall mean the duties and tasks undertaken by the Vendor to fulfill the requirements and specifications of this solicitation, including, without limitation, providing web browser access by authorized users to certain Vendor online software applications identified herein, and to related services, such as Vendor hosted Computer storage, databases, Support, documentation, and other functionalities, all as a Software as a Service (“SaaS”) solution. d) “State” shall mean the State of North Carolina, the Department of Information Technology as an agency, or the agency identified in this solicitation as the Purchasing Agency and Award Authority. e) “Support” includes provision of ongoing updates and maintenance for the Vendor online software applications, and as may be specified herein, consulting, training and other support Services as provided by the Vendor for SaaS tenants receiving similar SaaS Services. 2) ACCESS AND USE OF SAAS SERVICES: a) Vendor grants the State a personal non-transferable and non-exclusive right to use and access, all Services and other functionalities or services provided, furnished or accessible under this Agreement. The State may utilize the Services as agreed herein and in accordance with any mutually agreed Acceptable Use Policy. The State is authorized to access State Data and any Vendor-provided data as specified herein and to transmit revisions, updates, deletions, enhancements, or modifications to the State Data. This shall include the right of the State to, and access to, Support without the Vendor requiring a separate maintenance or support agreement. Subject to an agreed limitation on the number of users, the State may use the Services with any computer, computer system, server, or desktop workstation owned or utilized by the State or other authorized users. User access to the Services shall be routinely provided by the Vendor and may be subject to a more specific Service Level Agreement (SLA) agreed to in writing by the parties. The State shall notify the Vendor of any unauthorized use of any password or account, or any other known or suspected breach of security access. The State also agrees to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse compilation to derive a source code equivalent to the Services or any portion thereof. Use of the Services to perform services for commercial third parties (so- called “service bureau” uses) is not permitted, but the State may utilize the Services to perform its governmental functions. If the Services fees are based upon the number of Users and/or hosted instances, the number of Users/hosted instances available may be adjusted at any time (subject to the restrictions on the maximum number of Users specified in the Furnish and Deliver Table herein above) by mutual agreement and State Procurement approval. All Services and information designated as “confidential” or “proprietary” shall be kept in confidence except as may be required by the North Carolina Public Records Act: N.C.G.S. § 132-1, et. seq. b) The State’s access license for the Services and its associated services neither transfers, vests, nor infers any title or other ownership right in any intellectual property rights of the Vendor or any third party, nor does this license transfer, vest, or infer any title or other ownership right in any source code associated with the Services unless otherwise agreed to by the parties. The provisions of this paragraph will not be construed as a sale of any ownership rights in the Services. Any Services or technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to the State shall be and remain the property of the Vendor or such other party, respectively. Vendor has a limited, non-exclusive license to access and use the State Data as provided to Vendor, but solely for performing its obligations under this Agreement and in confidence as provided herein. c) Vendor or its suppliers shall at minimum, and except as otherwise agreed, provide telephone assistance to the State for all Services procured hereunder during the State’s normal business hours (unless different hours are specified herein). Vendor warrants that its Support and customer service and assistance will be performed in accordance with generally accepted industry standards. The State has the right to receive the benefit of upgrades, updates, maintenance releases or other enhancements or modifications made generally available to Vendor’s SaaS tenants for similar Services. Vendor’s right to a new use agreement for new version releases of the Services shall not be abridged by the foregoing. Vendor may, at no additional charge, modify the Services to improve operation and reliability or to meet legal requirements. Page 29 of 42 Rev. 2020/09/01 d) Vendor will provide to the State the same Services for updating, maintaining and continuing optimal performance for the Services as provided to other similarly situated users or tenants of the Services, but minimally as provided for and specified herein. Unless otherwise agreed in writing, Support will also be provided for any other (e.g., third– party) software provided by the Vendor in connection with the Vendor’s solution herein. The technical and professional activities required for establishing, managing, and maintaining the Services environment are the responsibilities of the Vendor. Any training specified herein will be provided by the Vendor to certain State users for the fees or costs as set forth herein or in an SLA. e) Services provided pursuant to this Solicitation may, in some circumstances, be accompanied by a user clickwrap agreement. The term clickwrap agreement refers to an agreement that requires the end user to manifest his or her assent to terms and conditions by clicking an “ok” or “agree” button on a dialog box or pop-up window as part of the process of access to the Services. All terms and conditions of any clickwrap agreement provided with any Services solicited herein shall have no force and effect and shall be non-binding on the State, its employees, agents, and other authorized users of the Services. f) The Vendor may utilize partners and/or subcontractors to assist in the provision of the Services, so long as the State Data is not removed from the United States unless the terms of storage of the State Data are clearly disclosed, the security provisions referenced herein can still be complied with, and such removal is done with the prior express written permission of the State. The Vendor shall identify all of its strategic business partners related to Services provided under this contract, including but not limited to, all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Vendor, who will be involved in any application development and/or operations. g) Vendor warrants that all Services will be performed with professional care and skill, in a workmanlike manner and in accordance with the Services documentation and this Agreement. h) An SLA or other agreed writing shall contain provisions for scalability of Services and any variation in fees or costs as a result of any such scaling. i) Professional services provided by the Vendor at the request by the State in writing in addition to agreed Services shall be at the then-existing Vendor hourly rates when provided, unless otherwise agreed in writing by the parties. 3) WARRANTY OF NON-INFRINGEMENT; REMEDIES. a) Vendor warrants to the best of its knowledge that: i) The Services do not infringe any intellectual property rights of any third party; and ii) There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; b) Should any Services supplied by Vendor become the subject of a claim of infringement of a patent, copyright, Trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the Services, or replace or modify the same to become noninfringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected Services, and refund any sums the State has paid Vendor and make every reasonable effort to assist the State in procuring substitute Services. If, in the sole opinion of the State, the cessation of use by the State of any such Services due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums the State paid for unused Services. c) The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Services supplied by the Vendor, their use or operation, infringes on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and, ii) That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. d) Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s material alteration of any Vendor-branded Services, or from the continued use of the good(s) or Services after receiving notice they infringe on a trade secret of a third party. 4) ACCESS AVAILABILITY; REMEDIES: a) The Vendor warrants that the Services will be in good working order, and operating in conformance with Vendor’s standard specifications and functions as well as any other specif