Xilinx Alveo U280 Data Center Accelerator Card - Passive (A-U280-P32G-PQ-G)

Purchasing Services Information Technology Procurement Invitation for Bids (IFB) Number 65-3000010944-AMW Xilinx Alveo U280 Data Center Accelerator Card - Passive (A-U280-P32G-PQ-G) September 22, 2022 Alicia Waymack Information Technology Category Manager University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 1 INVITATION FOR BIDS Alicia Waymack Issue Date: September 22, 2022 Requisition: 1000780314 Refer ALL Inquiries To: Email Address: awaymack@unc.edu BID NUMBER: 65-3000010944-AMW OPENING DATE: October 5, 2022 NOTICE TO BIDDERS Bids are subject to the conditions made a part hereof and shall be submitted electronically via the North Carolina Business Invitation Delivery System (NC BIDS) on the State of North Carolina Interactive Purchasing System

(IPS) by 2:00 PM Eastern Time (ET) on the opening date shown above. Bids will include the supplies, materials, and/or services as described below, delivered "FOB destination Chapel Hill, NC" with all transportation charges prepaid and included in the bid price. Requested delivery date: as soon as possible. Bids submitted via email, facsimile (FAX) machine, or telephone in response to this Invitation for Bids will not be accepted. Bids are subject to rejection unless submitted on this form. Offer shall be valid for 60 days from date of bid opening unless otherwise stated here ----------------------- days Prompt Payment Discount ---------------------- % -------------------- days DELIVERY: Early delivery is requested and bidder is urged to state earliest guaranteed delivery. Delivery will be made from -------------------------------------------------(city and state) within -------------------------days after receipt of order LIST: Name, address and telephone number from which service and parts are available. [ ] YES [X] NO Mandatory Site Visit/Pre-bid Conference Date: N/A Time: N/A Instructions: It shall be MANDATORY that each Vendor representative be present for a pre-bid site visit on _____________. Attendees must meet promptly at ______________ Eastern Time at ____________________. All attendees must sign in upon arrival, and on-time attendance will be strictly enforced. Bids received from prospective Vendors that were not present for the entire site visit/pre-bid conference may be disqualified from award consideration. The purpose of this visit is for all prospective Vendors to apprise themselves with the conditions and requirements which will affect the performance of the work called for by this IFB. No allowances will be made for unreported conditions that a prudent Vendor would recognize as affecting the work called for or implied by this bid. Vendors are cautioned that any information relayed to attendees during the site visit, other than that involving the physical aspects of the facility referenced above, and which conflicts with, supersedes, or adds to requirements in this IFB, must be confirmed by written addendum before it can be considered to be a part of this bid. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 2 EXECUTION Certification: By executing this bid, the undersigned Vendor certifies that: (i) this bid is submitted competitively and without collusion (G.S. 143-54), (ii) none of its officers, directors, or owners of an unincorporated business entity has been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S. 143-59.2), (iii) it is not an ineligible vendor as set forth in G.S. 143-59.1, (iv) no gift has been offered, extended, or promised by any of its employees or representatives to any University employee associated with preparing plans, specifications or estimates for this IFB, or in awarding or administering the contract to result from this IFB, or in inspecting or supervising the services to be rendered (G.S. 133-32), (v) if any of the services to be performed under this IFB will be performed outside the United States by the Vendor or Vendor's subcontractors, Vendor has disclosed such information in writing to the University (G.S. 147-33.97); (vi) it acknowledges that the University's internal auditor and State of North Carolina auditors have the right under North Carolina law to access upon request the Vendor's records and representatives to audit fees and performance associated with procurement contracts (G.S. 147-64.7), (vii) it and each of its subcontractors for any contract resulting from this IFB complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system (G.S. §143-48.5). False certification may constitute a Class I felony under North Carolina law. Failure to execute/sign bid prior to submittal shall render bid invalid and it WILL BE REJECTED. Late bids cannot be accepted. VENDOR FEDERAL TAX ID NUMBER STREET ADDRESS PO BOX NUMBER CITY & STATE ZIP TELEPHONE NUMBER TYPE OR PRINT NAME & TITLE OF PERSON SIGNING WEB ADDRESS (URL) AUTHORIZED SIGNATURE DATE EMAIL ADDRESS Offer valid for at least 60 days from date of bid opening, unless otherwise stated here: ______ days. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the University. Bid Number: 65-3000010944-AMW University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 3 UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL IFB # 65-3000010944-AMW ______________________________________________________ For internal processing, please provide your company's Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to North Carolina General Statute 132-1.10(b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection. This page is to be filled out and returned with your bid. Failure to do so may subject your bid to rejection. ID Number: ______________________________________________________ Federal ID Number or Social Security Number ___________________________________________________ Vendor Name University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 4 Table of Contents 1.0 PURPOSE AND BACKGROUND................................................................................................ 5 2.0 GENERAL INFORMATION....................................................................... ......................................... 5 2.1 INVITATION FOR BIDS DOCUMENT............................................................................................ 5 2.2 IFB SCHEDULE.............................................................................................................................. 5 2.3 BID QUESTIONS............................................................................................................................... 6 2.4 BID SUBMITTAL................................................................................................................ 6 2.5 BID CONTENTS................................................................................................................................ 6 2.6 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS.................................................................7 2.7 NOTICE TO VENDORS REGARDING TERMS AND CONDITIONS........................................... 7 3.0 METHOD OF AWARD AND BID EVALUATION PROCESS...........................................................7 3.1 METHOD OF AWARD.......................................................................................................................7 3.2 BID EVALUATION PROCESS..........................................................................................................8 4.0 REQUIREMENTS....................................................................... .......................................................... 8 4.1 PRICING....................................................................... ...................................................................... 8 4.2 PRODUCT IDENTIFICATION.......................................................................................................... 8 4.3 TRANSPORTATION AND IDENTIFICATION................................................................................8 4.4 DELIVERY........................................................................................................................... 9 4.5 WARRANTY....................................................................................................................................... 9 4.6 REFERENCES.....................................................................................................................................9 4.7 SAMPLES/DEMONSTRATION/DESCRIPTIVE LITERATURE.................................................... 9 4.8 INVOICES........................................................................................................................................... 10 ATTACHMENT A: LOCATION OF WORKERS UTILIZED BY VENDOR............................................ 11 ATTACHMENT B: INSTRUCTIONS TO BIDDERS................................................................................ 12 ATTACHMENT C: PRICING FORM ......................................................................................................... 15 ATTACHMENT D: CERTIFICATION OF FINANCIAL CONDITION................................................... 16 ATTACHMENT E: UNIVERSITY CONTRACT TERMS AND CONDITIONS...................................... 17 ATTACHMENT F: VENDOR INVOICE SUBMISSION PAGE............................................................... 28 University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 5 1.0 PURPOSE AND BACKGROUND Bids shall be submitted in accordance with the terms and conditions of this IFB and any addenda issued hereto. 2.0 GENERAL INFORMATION 2.1 INVITATION FOR BIDS DOCUMENT The IFB is comprised of the main body of this IFB document, plus the attachments, and any addenda released before contract award. All attachments and addenda released for this IFB in advance of any contract award are incorporated herein by reference. All terms in this IFB shall be enforceable as contract terms. The use of phrases such as "shall," "must," and "requirements" are intended to create enforceable contract conditions. 2.2 IFB SCHEDULE Event Responsibility Date and Time* Issue IFB University Hold Pre-bid Meeting/Site Visit University Submit Written Questions Vendors Provide Response to Questions University Submit Bids Vendors Contract Award University TBD September 22, 2022 N/A September 28, 2022 by 2:00 PM ET September 30, 2022 October 5, 2022 by 2:00 PM ET *All dates and times are subject to change at the sole discretion of the University. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 6 2.3 BID QUESTIONS Upon review of the IFB, Vendors may have questions regarding the IFB. Vendors shall submit any such questions by the above due date and time listed in the section titled "IFB Schedule" above. Written questions shall be e-mailed to awaymack@unc.edu by the date and time specified above. No phone calls will be accepted. Vendors should enter "IFB # 65-3000010944-AMW: Questions" as the subject for the email. Questions submittals should include a reference to the applicable IFB section and be submitted in a format shown below: Reference Vendor Question IFB Section, Page Number Vendor question...? Questions received prior to the submission deadline date, the University's response, and any additional terms deemed necessary by the University will be posted in the form of an addendum to the State of North Carolina Interactive Purchasing System (IPS) (https://www.ips.state.nc.us) and shall become an Addendum to this IFB. No information, instruction or advice provided orally or informally by any University personnel, whether made in response to a question or otherwise in connection with this IFB, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this IFB. 2.4 BID SUBMITTAL All bids shall be submitted electronically via the North Carolina Business Invitation Delivery System (NC BIDS) on the State of North Carolina Interactive Purchasing System (IPS). For additional information, please reference the State of North Carolina electronic Vendor Portal System (https://www.ips.state.nc.us/vendor/VendorPubMain.aspx). Attempts to submit a bid via email, facsimile (FAX) machine, or telephone in response to this IFB will NOT be accepted. a) Submit one (1) signed electronic bid response via NC BIDS on IPS (https://www.ips.state.nc.us). b) All file names should start with the Vendor name first, to easily determine all the files to be included as part of the Vendor's response. For example, files should be named as follows: Vendor Name-your file. c) Files contents MUST NOT be password protected. Acceptable file types are PDF files and image files (e.g., JPG, GIF, etc.). 2.5 BID CONTENTS Vendors shall complete all of the applicable portions of this IFB that require the Vendor to provide information and include an authorized signature where indicated. a) Completed and signed copy of the EXECUTION PAGE, ID NUMBER FORM, and signed receipt pages of any addenda released in conjunction with this IFB b) Completed copy of ATTACHMENT A: LOCATION OF WORKERS UTILIZED BY VENDOR c) Completed copy of ATTACHMENT C: PRICING FORM d) Completed copy of ATTACHMENT D: CERTIFICATION OF FINANCIAL CONDITION http://www.ips.state.nc.us http://www.ips.state.nc.us University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 7 2.6 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS a) CONTRACT LEAD: Representative of the University who corresponds with potential Vendors in order to identify and contract with that Vendor providing the greatest benefit to the University. b) END USER DEPARTMENT: The department or unit of the University that receives the products procured from the Vendor. c) FOB-DESTINATION: Title transfers from Vendor to purchaser at the destination point of the shipment; Vendor owns commodity in transit and files any claims, and Vendor pays all freight and any related transportation charges. A solicitation may request Vendors to separately identify freight charges in their bid, but no amount or charge not included as part of the total bid price will be paid. d) IFB: Invitation for Bids. e) QUALIFIED BID: A responsive bid submitted by a responsible Vendor. f) STATE: The State of North Carolina, including any of its sub-units recognized under North Carolina law. g) UNIVERSITY: The University of North Carolina at Chapel Hill. h) VENDOR or BIDDER: The supplier, proposer, company, firm, corporation, partnership, individual or other entity submitting a response to this Invitation for Bids. 2.7 NOTICE TO VENDORS REGARDING TERMS AND CONDITIONS It shall be the Vendor's responsibility to read the Instructions, the University's terms and conditions, all relevant exhibits and attachments, and any other components made a part of this IFB, and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this IFB. If Vendors have questions, issues, or exceptions regarding any term, condition, instruction or other component within this IFB, those must be submitted as questions in accordance with Section 2.4 BID QUESTIONS. If the University determines that any changes will be made as a result of the points raised, then such decisions will be communicated in the form of an IFB addendum. The University may also elect to leave open the possibility for later negotiation of specific components of the contract that have been addressed during the question and answer period. Other than through this process, the University will reject and shall not be required to evaluate or consider any additional or modified terms and conditions or Instructions to Bidder submitted with Vendor's response. This applies to any language appearing in or attached to the document as part of the Vendor's response that purports to vary any terms and conditions or Vendors' instructions herein or to render the bid non-binding or subject to further negotiation. By execution and delivery of a bid in response to this Invitation for Bids, Vendor agrees that any additional or modified terms and conditions, including Instructions to Bidders, whether submitted purposely or inadvertently, or any purported condition to the offer shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor's bid as nonresponsive. If a Vendor desires modification of the terms and conditions of this solicitation, it is urged and cautioned to inquire during the question period, in accordance with the instructions in Section 2.4 BID QUESTIONS, about whether a specific, proposed modification is acceptable to or will be considered by the University. Identification of objections or exceptions to the University's terms and conditions in the bid itself shall not be allowed and shall be disregarded or the bid rejected. By executing and submitting its bid in response to this IFB, Vendor understands and agrees that the University may exercise its discretion not to consider any and all proposed modifications a Vendor may request. 3.0 METHOD OF AWARD AND BID EVALUATION PROCESS 3.1 METHOD OF AWARD University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 8 The University may obtain bids from one or more potential vendors. All bids will be evaluated and award will be based on best value to the University. While the intent of this IFB is to award a contract to a single vendor for all line items, the University reserves the right to make separate awards to different vendors for one or more line items, to not award one or more line items, or to cancel this IFB in its entirety without awarding a contract, if it is considered to be most advantageous to the University to do so. 3.2 BID EVALUATION PROCESS 1. Bids are requested for the items as specified, or item(s) equivalent in design, function and performance. The University reserves the right to reject any bid on the basis of fit, form and function as well as cost. All information furnished on this bid may be used as a factor in determining the award of this contract. 2. The University shall review all Vendor responses to this IFB to confirm that they meet the specifications and requirements of the IFB. The University reserves the right to waive any minor informality or technicality in bids received. 3. For all responses that pass the initial review process, the University will review and assess the Vendors' pricing. The University may request additional formal responses or submissions from any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the bid. Vendors are cautioned, however, that the University is not required to request clarification, and often does not. Therefore, all bids should be complete and reflect the most favorable terms available from the Vendor. Prices bid cannot be altered or modified as part of a clarification. 4. Bids will be evaluated, based on the award criteria identified in Section 3.1 METHOD OF AWARD. Upon completion of all evaluations, the University will make award(s) based on the evaluation and post the award(s) to IPS under the IFB number for this solicitation. Award of a contract to one Vendor does not mean that the other bids lacked merit, but that, all factors considered, the selected bid was deemed most advantageous and represented the best value to the University. Vendors are cautioned that this is an invitation for bids, not a request or an offer to contract, and the University reserves the unqualified right to reject any and all offers at any time if such rejection is deemed to be in the best interest of the University. 4.0 REQUIREMENTS This Section lists the requirements related to this IFB. By submitting a bid the Vendor agrees to meet all stated requirements in this Section as well as any other specifications, requirements and terms and conditions stated in this IFB. If a Vendor is unclear about a requirement or specification or believes a change to a requirement would allow for the University to receive a better bid, the Vendor is urged and cautioned to submit these items in the form of a question during the question and answer period in accordance with Section 2.3. 4.1 PRICING Bid price shall constitute the total cost to End User Department for delivery fully assembled and ready for use, including all applicable charges for shipping, delivery, handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this IFB. Complete ATTACHMENT C: PRICING FORM and include with Bid. Please refer to Section 4.4 for delivery details. 4.2 PRODUCT IDENTIFICATION [ ] MAKE AND MODEL Manufacturer's name and model/catalog numbers used are for the sole purpose of identification and to establish general quality level desired. Such references are not intended to be restrictive and comparable products of other manufacturers will be considered. However, Vendors are cautioned that any deviation from specifications must be pointed out in its bid. Also Vendor must include with its bid sufficient documentary evidence to demonstrate the qualitative, functional, operational, organizational and conformational equivalence of the bid item to the specified item. OR [X] BRAND SPECIFIC Manufacturer(s) name and product descriptions used in this solicitation are product specific. The items offered in response to this solicitation must be the manufacturer and type specified. These specific products are needed due to compatibility and continuity of support. Failure to comply with this requirement shall be a sufficient basis for disqualifying a bid from further consideration. 4.3 TRANSPORTATION AND IDENTIFICATION The Vendor shall deliver Free-On-Board (FOB) Destination to any location requested by the University with all transportation costs included in the total bid price. The purchase order number shall be shown on all packages and shipping manifests to ensure proper identification and payment of invoices. A complete packing list shall accompany each shipment. Vendors shall not ship any products until they have received University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 9 an order. 4.4 DELIVERY The Vendor shall deliver Free-On-Board (FOB) Destination to the following location(s): 100 Europa Dr Europa Center-540 CHAPEL HILL, NC 27517 USA Successful Vendor must complete delivery as soon as possible after receipt of purchase order. For completion by Vendor: Delivery will be made from __________________________________________ (city, state) within _____ consecutive calendar days after receipt of purchase order. Promptness of delivery may be used as a factor in the award criteria. 4.5 WARRANTY Manufacturer's standard warranty shall apply. Vendors shall include a copy of the manufacturer's standard warranty with the bid response. Vendor warrants that all equipment furnished under this IFB will be new, of good material and workmanship. The warranty will be for a minimum period of twelve (12) months from date equipment is put into operation. Such warranty shall cover the cost of all defective parts replacement, labor, freight, and technicians travel at no additional cost to the University. The report of a problem does not presuppose that every call must result in an "on-site" visit for service/repair. The Vendor and/or service sub-contractor shall utilize best efforts to resolve problems in a timely fashion through the use of acceptable servicing methods to include, but not limited to, verbal problem analysis and remote diagnosis. The warranty requirement does not impose any additional duty on the University to make other than normal and good faith problem resolution efforts or expenditures of time. Vendor is responsible for compliance with warranty terms by any third-party service provider. Vendor is authorized by manufacturer to repair equipment offered during the warranty period? [ ] YES [ ] NO Will the Vendor provide warranty service? [ ] YES [ ] NO, an authorized third party will perform warranty service Contact information for warranty service provider: Company Name: _______________________________________________ Company Address: _____________________________________________ _____________________________________________ Contact Person (name): _________________________________________ Contact Person (phone number): __________________________________ Contact Person (email): _________________________________________ 4.6 [ ] REFERENCES Vendors shall provide at least three (3) references for which your company has provided goods and services of substantially the same features and quantity to those solicited herein. 4.7 SAMPLES/DEMONSTRATION/DESCRIPTIVE LITERATURE [ ] SAMPLE Sample of items offered must be furnished, free of expense, and if not destroyed will, upon request, be returned at the Vendor's expense. A written request for return must be made no later than thirty (30) days after the bid award, and Vendor must provide prepaid, pre-addressed shipping label suitable for return of the sample(s). Otherwise the samples will become University property. Each individual sample must be labeled with the Vendor's name, bid number, and item number. A sample on which an University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 10 award is made, will be retained until the contract is completed, and then returned, if requested, as specified above. Forward samples to: BID NUMBER: 65-3000010944-AMW Attention: ______________________ _______________________________ Vendor requests samples be returned after evaluation and/or contract completion? [ ] YES [ ] NO If return is requested, Vendor must provide prepaid, pre-addressed shipping label with bid. Samples are not required prior to bid opening date; however, if required later, Vendor agrees to furnish samples of items offered at no expense to the University within _______consecutive calendar days after request is made by the University. Vendors who do not comply with this requirement are subject to having their bids rejected without further consideration. [ ] DEMONSTRATION The University reserves the right to require a demonstration of the exact model of equipment offered for the purpose of assessing suitability of the offered equipment for the intended use. Such demonstration will be performed at user's facility by Vendor or his authorized representative before award of contract, upon request by and without charge to the University. Failure of Vendor or his authorized representative to perform a satisfactory demonstration (if requested) in accordance with these requirements shall be a sufficient basis for rejection of the bid. The results of such demonstration will be considered in the award of contract. [ ] DEMONSTRATION Vendor must be capable of demonstrating proposed equipment within _____ consecutive calendar days after notification to do so, at no additional cost to the University. If required, this will be a comprehensive demonstration at a site designated by the University with hands-on participation by University operator(s) if necessary or appropriate. Failure of Vendor or his authorized representative to perform a satisfactory demonstration (if requested) in accordance with these requirements shall be a sufficient basis for rejection of the bid. The results of such demonstration will be considered in the award of contract. [ ] DESCRIPTIVE LITERATURE/CERTIFICATION Each bid must be accompanied by complete descriptive literature, specifications, certifications, and all other pertinent data necessary for thorough evaluation of the item(s) bid and sufficient to determine compliance of the item(s) with the specifications. Failure to include such information to shall be a sufficient basis for rejection of the bid. 4.8 INVOICES Invoices must include detailed line item information to allow End User Department to verify pricing at point of receipt matches the correct price from the original date of order. At a minimum, the following fields must be included on all invoices: Vendor's Billing Address, Vendor's Federal ID Number, Order Date, Manufacturer Part Numbers, Vendor Part Numbers, Item Descriptions, Price, Quantity, and Unit of Measure. a) Invoices must be submitted electronically via the University’s Vendor Invoice Submission Page (VISP). Instructions are included as ATTACHMENT F: VENDOR INVOICE SUBMISSION PAGE. b) Invoices should bear the purchase order number to ensure prompt payment. The Vendor's failure to include the correct purchase order number shall cause delay in payment. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 11 Bid Number: 65-3000010944-AMW ATTACHMENT A: LOCATION OF WORKERS UTILIZED BY VENDOR In accordance with NC General Statute §143-59.4, the Vendor shall detail the location(s) at which performance will occur, as well as the manner in which it intends to utilize resources or workers outside of the United States in the performance of this contract. The University will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award. Please complete items a, b, and c below. a) Will any work under this Contract be performed outside the United States? [ ] YES [ ] NO If the Vendor answered "YES" above, Vendor must complete items 1 and 2 below: 1. List the location(s) outside the United States where work under this contract will be performed by the Vendor, any sub- contractors, employees, or other persons performing work under the contract: 2. Describe the corporate structure and location of corporate employees and activities of the Vendor, its affiliates or any other sub-contractors that will perform work outside the U.S.: b) The Vendor agrees to provide notice, in writing to the University, of the relocation of the Vendor, employees of the Vendor, sub-contractors of the Vendor, or other persons performing services under the contract outside of the United States [ ] YES [ ] NO NOTE: All Vendor or sub-contractor personnel providing call or contact center services to the State of North Carolina under the contract shall disclose to inbound callers the location from which the call or contact center services are being provided. c) Identify all U.S. locations at which performance will occur: University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 12 ATTACHMENT B: INSTRUCTIONS TO BIDDERS 1. READ, REVIEW AND COMPLY: It shall be the Bidder's responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Bidders or elsewhere in this IFB document. 2. NOTICE TO BIDDERS: All bids are subject to the provisions of the General Terms and Conditions for Commodities and Services/Procurements of Information Technology Goods, and the specifications. The University objects to and will not evaluate or consider any additional terms and conditions submitted with a Bidder's response. This applies to any language appearing in or attached to the document as part of the Bidder's response. DO NOT ATTACH ANY ADDITIONAL TERMS AND CONDITIONS. By execution and delivery of this document, the Bidder agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect. 3. EXECUTION: Failure to sign the EXECUTION or Signature section will render bid invalid and it shall be rejected. 4. TABULATIONS: Written or verbal tabulations of the bids and award information may be obtained by contacting the purchaser named on the cover page. It shall be within the discretion of the named purchaser to format and present the tabulation and award information. 5. TIME FOR CONSIDERATION: Unless otherwise indicated on the first page of this document, Bidder's offer shall be valid for 60 days from the date of bid opening. Preference may be given to the bids allowing not less than 60 days for consideration and acceptance. 6. PROMPT PAYMENT DISCOUNTS: Bidders are urged to compute all discounts into the price offered. The University's standard payment terms are net, 30 days. If a prompt payment discount is offered, it will not be considered in the award of the contract except as a factor to aid in resolving cases of identical prices. 7. NOT USED. 8. SPECIFICATIONS: Any deviation from specifications indicated herein must be clearly pointed out; otherwise, it will be considered that items offered are in strict compliance with these specifications, and the Bidder will be held responsible. Deviations shall be explained in detail. The Bidder shall not construe this paragraph as inviting deviation or implying that any deviation will be acceptable. 9. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or in any resulting contract, the order of precedence shall be (high to low) (1) any special terms and conditions specific to this IFB, including any negotiated terms; (2) specifications, and (3) the University of North Carolina at Chapel Hill Terms and Conditions noted on the IFB. 10. INFORMATION AND DESCRIPTIVE LITERATURE: Bidder shall furnish all information requested and in the spaces provided in this document. Further, if required elsewhere in this bid, each Bidder must submit with their bid sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous bid will not satisfy this provision. Bids which do not comply with these requirements will be subject to rejection. 11. RECYCLING AND SOURCE REDUCTION: It is the policy of this University 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. The University encourages and promotes using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The Bidder remains responsible for providing packaging that will adequately protect the commodity and contain it for its intended use. Bidders are strongly urged to bring to the attention of purchasers those products or packaging they offer which have recycled content and that are recyclable. 12. NOT USED. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 13 13. CLARIFICATIONS/INTERPRETATIONS: Any and all questions regarding this document must be addressed to the purchaser named on the cover sheet of this document. Do not contact the user directly. Any and all revisions to this document shall be made only by written addendum from the University's Procurement Services. The Bidder is cautioned that the requirements of this bid can be altered only by written addendum and that verbal communications from whatever source are of no effect. 14. REFERENCES: The University reserves the right to require a list of users of the exact item offered. The University may contact these users concerning these items. Such information may be considered in the evaluation of the bid. 15. HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute 143-48 and Executive Order 150 (1999), the University invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled business enterprises and non-profit work centers for the blind and severely disabled. 16. AWARD OF CONTRACT: Qualified bids will be evaluated and acceptance made of the lowest and best bid most advantageous to the University as determined upon consideration of such factors as: prices offered; the quality of the articles offered; the general reputation and performance capabilities of the Bidders; the substantial conformity with the specifications and other conditions set forth in the bid; the suitability of the articles for the intended use; the related services needed; the date or dates of delivery and performance; and such other factors deemed by the University to be pertinent or peculiar to the purchase in question. The University reserves the right to reject any and all bids, to waive any informality in bids and, unless otherwise specified by the Bidder, to accept any item in the bid. Unless otherwise specified by the University or the Bidder, the University reserves the right to accept any item or group of items on a multi-item bid. If either a unit price or extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 17. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the University will maintain confidential trade secrets that the Bidder does not wish disclosed. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as "CONFIDENTIAL" by the Bidder, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Bidder may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S. 132-1.2. Any material labeled as confidential constitutes a representation by the Bidder that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S. 132-1.2. Bidders are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible. The obligations of non-disclosure shall not apply to the following: • Information which, at the time of disclosure is in the public knowledge; • Information which, after disclosure becomes part of the public knowledge by publication or otherwise, except by breach of this agreement; • Information which was in possession of the University at the time of disclosure and which was not acquired, directly or indirectly by the recipient from the disclosing party, and which prior possession can be proven by documentary evidence; • Information received from third parties, provided such information was not obtained to their knowledge by said third parties, directly or indirectly, on a confidential basis; • Information which is independently developed by the University's personnel not privy to the information. 18. TAXES: Except for construction bids, taxes shall not be included in bid prices. Prices offered shall not include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue. The University of North Carolina at Chapel Hill, being an agency of the State of North Carolina, is exempt from the Federal Excise Tax. 19. SAMPLES: Sample of items, when required, must be furnished as stipulated herein, free of expense, and if not destroyed will, upon request be returned at the Bidder's expense. Request for the return of samples must be made within 10 days following date of bid opening. Otherwise the samples will become University property. Each individual sample must be labeled with the Bidder's name, bid number and item number. A sample on which an award is made, will be retained until the purchase order is completed, and then returned, if requested, as specified above. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 14 20. MANUFACTURER'S NAMES: Except for requirements identified as "brand specific" any manufacturers' names, trade names, brand names, information and/or catalog numbers used herein are for the purpose(s) of description and establishing general quality levels. Such references are not intended to be restrictive and products of any manufacturer may be offered. 21. OWNERSHIP: For printing services, all copy, art, negatives, photos, etc., that are required for this job remain or become the property of the University and shall be returned to the University upon request in excellent reusable condition. Any charge for this shall be included in all prices quoted herein. Printer shall be held liable for any/all damages to materials. 22. PROTEST PROCEDURES: A party wanting to protest a contract award pursuant to this solicitation must submit a written request to the Associate Vice Chancellor for Finance at the address given in the instruction above entitled "Mailing Instructions." This request must be received in the University Procurement Services within thirty (30) consecutive calendar days from the date of contract award, and must contain specific sound reasons and any supporting documentation for the protest. Note: Contract award notices are sent only to those actually awarded contracts and not to every person or firm responding to the solicitation. Offerors may call the purchaser listed on the first page of this document to obtain verbal status of contract award. All protests will be handled pursuant to the North Carolina Administrative Code, Title 1, Department of Administration, Chapter 5, Purchase and Contract, Section 5B.1519. 23. CONFIDENTIALITY OF BIDS: In submitting its bid, the Bidder agrees not to discuss or otherwise reveal the contents of its bid to any source outside of the using or issuing agency, government or private, until after the award of the contract. All Bidders are advised that they are not to have any communications with the using or issuing agency during the evaluation of the bids (i.e., after the public opening of the bids and before the award of the contract), unless the University's purchaser contacts the Bidder(s) for purposes of seeking clarification. A Bidder shall not: transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Bidder to provide the advertised good, equipment, commodity; defects, errors and/or omissions in any other Bidder's bid and/or prices at any time during the procurement process; and/or engage in any other communication or conduct attempting to influence the evaluation and/or award of the contract that is the subject of this IFB. Bidders not in compliance with this provision may be disqualified, at the option of the University, from the contract award. Only those communications with the using agency or issuing agency authorized by this IFB are permitted. 24. 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. 25. INFORMAL COMMENTS: The University shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the University during the competitive process or after award. The University is bound only by information provided in this IFB and in formal Addenda issued. 26. COST FOR QUOTE PREPARATION: Any costs incurred by Bidder in preparing or submitting quotes are the Bidder's sole responsibility; the University will not reimburse any Bidder for any costs incurred prior to award. 27. BIDDER'S REPRESENTATIVE: Each Bidder shall submit with its quote the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's quote. 28. INSPECTION AT BIDDER'S SITE: The University reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective Bidder prior to Contract award, and during the Contract term as necessary for the University determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract. This Space is Intentionally Left Blank University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 15 Bid Number: 65-3000010944-AMW ATTACHMENT C: PRICING FORM FURNISH AND DELIVER THE FOLLOWING Item Quantity Unit Description Unit Price Total Price Vendors Response (for University use only) Products/ Services offered meets specifications (for University use only) ***** UNIVERSITY TERMS & CONDITIONS FOR PROCUREMENT ***** OF IT PRODUCTS, SOFTWARE, AND SERVICES (00035467.DOC 9) IS APPLICABLE FOR THIS PROCUREMENT. . 1 25.00 EA Xilinx Alveo U280 Data Center Accelerator Card - Passive (A-U280- P32G-PQ-G) [ Y ] [ N ] [ Y ] [ N ] NOTES: 1. Bid price shall constitute the total cost to End User Department for delivery fully assembled and ready for use, including all applicable charges for shipping, delivery, handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this IFB. 2. No installation required; the University will be performing installation in-house. 3. Please provide an estimated lead time. University of North Carolina at Chapel Hill Procurement Services CB#1100, 104 Airport Drive Suite 2700 Chapel Hill, NC 27599-1100 Telephone 919-962-2251 FAX 919-962-0636 BID NUMBER MUST APPEAR ON ALL QUOTATIONS AND RELATED CORRESPONDENCE 16 Bid Number: 65-3000010944-AMW ATTACHMENT D: CERTIFICATION OF FINANCIAL CONDITION Name of Vendor: The undersigned hereby certifies that: [check all applicable] [ ] The Vendor is in sound financial condition and, if applicable, has received an unqualified audit opinion for the latest audit of its financial statements. Date of latest audit: _____________________________ [ ] The Vendor has no outstanding liabilities, including tax and judgment liens, to the Internal Revenue Service or any other government entity. [ ] The Vendor is current in all amounts due for payments of federal and state taxes and required employment- related contributions and withholdings. [ ] The Vendor is not the subject of any current litigation or findings of noncompliance under federal or state law. [ ] The Vendor has not been the subject of any past or current litigation, findings in any past litigation, or findings of noncompliance under federal or state law that may impact in any way its ability to fulfill the requirements of this Contract. [ ] He or she is authorized to make the foregoing statements on behalf of the Vendor. Note: This shall constitute a continuing certification and Vendor shall notify the Contract Lead within 15 days of any material change to any of the representations made herein. If any one or more of the forgoing boxes is NOT checked, Vendor shall explain the reason in the space below: _____________________________________________________________________________________________ Signature: _______________________________ Date: _____________________________ Printed Name: ____________________________ Title: ______________________________ [This certification must be signed by an individual authorized to sign/execute for the Vendor.] {00035467.DOC 9} Revised J 1 THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL TERMS AND CONDITIONS FOR PROCUREMENT OF INFORMATION TECHNOLOGY PRODUCTS, SOFTWARE AND SERVICES 1. DEFINITIONS. As used herein, (a) “Agreement” or “Contract” means these Terms and Conditions for Procurement of Information Technology Products, Software and Services and incorporating the University’s Purchase Order and any Statement of Work executed by the Parties under this Agreement. (b) “Documentation” means the user manuals and guides to operations issued by Vendor from time-to-time for the Software. (c) “Parties” means the University and the Vendor (each, individually, a “Party”). (d) “Products” means all hardware, equipment, project materials, Software, data, goods, and documentation to be delivered hereunder to University by Vendor in accordance with the Solicitation Document and/or Purchase Order(s), as applicable. (e) “Purchase Order” means the document used by the University to order Products and/or any type of Service provided by Vendor in sufficient detail to allow Vendor to accept and accurately fulfill the University’s order, and including terms describing price, quantity, invoicing and delivery addresses, and purchasing agent contact information. (f) “Services” means all services to be performed by Vendor for University under this Agreement, the Solicitation Document, and/or the Purchase Order(s), as applicable. (g) “Software” means any software licensed or provided by Vendor to University in accordance with the Solicitation Document and/or Purchase Order(s), as applicable. (h) “Solicitation Document” means the University’s request for proposal, request for information, invitation for bid, and/or other solicitation document issued by the University to solicit offers for the Products and Services. (i) “Statement of Work” means a document that defines, for each project under this Agreement, the (1) work activities to be performed by Vendor including any deliverables, (2) payment rates, (3) additional payment terms (if any), (4) Products and/or Services, (5) work schedule governing Vendor’s provision of Services, and any other relevant information the Parties wish to include. (j) “University” means The University of North Carolina at Chapel Hill and its successors and assigns. (k) “Vendor” means the Party providing the Products and/or Services to the University under this Agreement, and its successors and assigns. 2. PAYMENT TERMS. (a) Terms. All invoices shall be submitted to the University’s Systems and Operations Department unless otherwise instructed on the face of the Purchase Order. Payment terms are net thirty (30) days after the University’s receipt of a correct invoice or acceptance of the Products and Services, whichever is later. For Software purchases, the total license fee and the support and/or maintenance fee (provided the University subscribes or purchases such services) for the first year shall be invoiced upon delivery of the Software. The Software support and/or maintenance fee for subsequent Contract years, if any, will be invoiced annually sixty (60) days prior to the anniversary date beginning each subsequent year. (b) Payment to third party. Upon written request approved by the University and solely as a convenience to the Vendor, the University may: (i) forward the Vendor's payment check directly to any person or entity designated by the Vendor, and (ii) include any person or entity designated by Vendor as a joint payee on the Vendor's payment check. In no event shall such approval and action obligate the University to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all contract obligations. 3. TAXES. Any applicable taxes shall be invoiced as a separate item. Invoices shall not include North Carolina Sales & Use Tax. The University is exempt from North Carolina Sales & Use Tax for all qualifying purchases. The University’s North Carolina Sales & Use Tax exemption number is 400028. The University shall not be responsible for income or property taxes which are responsibility of the Vendor. 4. TRANSPORTATION OF PRODUCTS. Transportation of Products shall be FOB Destination unless otherwise specified in the Solicitation Document or Purchase Order. Freight, handling, hazardous material charges, and distribution and installation charges shall be included in the total price of each item. Any additional charges shall not be honored for payment unless authorized in writing by the University. In cases where parties, other than the Vendor ship materials against this order, the shipper must be instructed to show the Purchase Order number on all packages and shipping manifests to ensure proper identification and payment of invoices. A complete packing list must accompany each shipment. ATTACHMENT E: UNIVERSITY CONTRACT TERMS AND CONDITIONS {00035467.DOC 9} Revised J 2 5. STANDARDS. (a) Manufacturing Requirements. Manufactured items and/or fabricated assemblies comprising Products shall meet all requirements of the Occupational Safety and Health Act (OSHA), and State and federal requirements relating to clean air and water pollution, if applicable. (b) Energy Star Compliance. All Products constituting electronic office equipment, including but not limited to, computers, monitors, printers, scanners, photocopy machines, and facsimile machines, shall be Energy Star compliant. If any of the Products do not satisfy Energy Star requirements, Vendor shall provide a justification statement explaining why the Products are not Energy Star compliant. (c) Quality Assurance. Vendor will provide and maintain a quality assurance system or program that includes any Products and will tender to the University only those Products that have been inspected and found to conform to the requirements of this Agreement. All manufactured items and/or fabricated assemblies comprising Products are subject to operation, certification or inspection, and accessibility requirements as required by State or federal regulation. (d) Site Preparation. Vendors shall provide the University complete site requirement specifications for the Products, to the extent applicable. These specifications shall ensure that the Products to be installed shall operate properly and efficiently within the site environment. Any subsequent alterations or modifications required to be made to the site which are directly attributable to incomplete or erroneous specifications provided by Vendor shall be made at the expense of Vendor. (e) Specifications. The apparent silence of the specifications in the Solicitation Document as to any detail concerning the Products shall be regarded as meaning that only the best commercial practice is to prevail and only material and workmanship of the first quality may be used. Unless otherwise specified in the University’s Solicitation Document, the Products shall be new and not refurbished, field-upgraded, previously opened, or otherwise used. (f) Information Security Compliance and Certifications. At all times during the term of this Agreement, Vendor shall (1) use information security best practices for transmitting and storing potentially sensitive information; (2) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols; (3) comply with all applicable laws and regulations regarding privacy and data security to maintain database security on any online financial transactions conducted on University’s behalf through the use of Vendor’s Software or records belonging to University that contain sensitive and confidential information; (4) provide most current Statement on Standards for Attestation Engagements (SSAE) 16 attestation at least once every 2 years; (5) maintain ISO/IEC 27000 series information security best practices; and (6) in the event Vendor is acting as a Service Provider as defined by the Payment Card Industry Data Security Standard (PCI-DSS), comply with the Payment Card Industry Data Security Standard (PCI-DSS) and provide appropriate PCI attestation documentation. The University reserves the right to conduct or request the Vendor to have an independent third party security audit performed. 6. TRAVEL EXPENSES. Unless otherwise agreed by the Parties, Vendor may be reimbursed for documented travel expenses arising under the performance of this Agreement at the out-of-state rates set forth in North Carolina General Statute §138-6; as amended from time to time. Vendor personnel whose travel expenses are to be paid or reimbursed by University funds are subject to University travel regulations, which are located at http://financepolicy.unc.edu/section/travel/. Vendor agrees to use the lowest available airfare not requiring a weekend stay and to use the lowest available rate for rental vehicles, and to require employees to share rental vehicles whenever the Services to be provided reasonably allow. Unless otherwise agreed by the Parties, all Vendor- incurred travel expenses shall be billed on a monthly basis, shall be supported by receipt, and shall be paid by the University within thirty (30) days after invoice approval. Travel expenses exceeding the foregoing rates shall not be paid by the University unless otherwise agreed by the Parties. The University will reimburse travel allowances only for days on which the Vendor is required to be in North Carolina performing Services for which it is necessary to be on site under this Agreement. 7. SUBCONTRACTING. The Vendor may subcontract the performance of Services to third parties only with the prior written consent of the University. The Vendor remains solely responsible for the performance of its subcontractors. Subcontractors, if any, shall adhere to the same regulatory obligations and standards required of the Vendor under this Agreement. 8. ASSIGNMENT. This Agreement may not be assigned by either Party without the written consent of the other Party, except that Vendor may assign this Agreement to an entity owned or controlled by Vendor upon written notice to University. For purposes of this Section, the term “assignment” includes any change in control transaction, such as a merger or acquisition of substantially all the shares or assets of a Party to this Agreement. An assignment will not relieve the assigning Party of its obligations under this Agreement. http://financepolicy.unc.edu/section/travel/ http://financepolicy.unc.edu/section/travel/ {00035467.DOC 9} Revised J 3 9. CARE OF PROPERTY. Vendor agrees that it shall be responsible for the proper custody and care of any property furnished it for use in connection with the performance of this Agreement or purchased by it for this Agreement and will reimburse the University for loss of damage of such property. 10. INDEPENDENT CONTRACTORS. Vendor and its employees, officers and executives, and subcontractors, if any, shall be independent contractors and not employees or agents of the University. This Agreement shall not operate as a joint venture, partnership, trust, agency or any other business relationship. 11. INSURANCE COVERAGE. (a) Generally. Vendor’s insurance policies shall meet all laws of the State of North Carolina and shall be obtained from companies licensed or approved to do business in the State of North Carolina with an A.M. Best rating of not less than A-VII. The minimum coverage limitations indicated below shall not be interpreted as limiting Vendor’s liability and obligations under this Agreement. University shall not be deemed or construed to have assessed the risk that may be applicable to Vendor. Vendor shall assess its own risks and, if it deems appropriate, maintain higher limits and broader coverages. University shall be listed as an additional insured. Vendor will provide thirty (30) days advance notice to University, either directly or through the insurer, of any cancellation or non-renewal of a policy. The insurance policies must be written on a primary basis and any insurance or self- insurance maintained by University shall be non-contributing. (b) Commercial General Liability. Vendor, at its sole cost and expense, shall maintain Commercial General Liability (CGL) insurance (ISO form CG0001 or equivalent) with the following minimum limits of liability: (i) General Aggregate: $2,000,000; (ii) Products/Completed Operations Aggregate: $2,000,000; (iii) Personal/Advertising Injury: $1,000,000; and (iv) Each Occurrence Limit: $1,000,000. Umbrella or excess liability insurance may be used to meet the CGL coverage limit requirements. (c) Workers’ Compensation Insurance. Vendor, at its sole cost and expense, shall maintain Workers’ Compensation Insurance in accordance with the limits and terms required by the laws of North Carolina, as well as Employers' Liability coverage with minimum limits of $500,000, covering all of Vendor’s employees who are engaged in any work under this Agreement. If any work is sublet, the Vendor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under this Agreement. (d) Automobile Liability Insurance. Vendor, at its sole cost and expense, shall maintain Automobile Liability Insurance, to include liability coverage, covering all owned, non-owned, employee non-owned, leased, and hired vehicles used in connection with this Agreement. The minimum combined single limit shall be $1,000,000 bodily injury and property damage per accident. Umbrella or excess liability insurance may be used to meet the Automobile Liability coverage limit requirements. (e) Professional Liability (Errors and Omissions Liability), including Cyber Liability. Vendor, at its sole cost and expense, shall maintain Professional Liability insurance with the following minimum limits of liability: (i) $1,000,000 per loss and (ii) $1,000,000 per aggregate. This insurance shall provide coverage for: (A) liability arising from theft, dissemination, and/or use of Sensitive and Confidential Information; (B) network security liability arising from the unauthorized access to, use of, or tampering with computer systems; and (C) liability arising from the introduction of a computer virus into, or otherwise causing damage to a computer system, network or similar related property. If professional liability insurance is written on a claims-made basis, Vendor warrants that any retroactive date under the policy shall precede the effective date of this Agreement and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Agreement is completed. If such insurance is maintained on an occurrence form basis, Vendor shall maintain such insurance for an additional period of one (1) year following termination of the Agreement. If such insurance is maintained on a claims-made basis, Vendor shall maintain such insurance for an additional period of three (3) years following termination of the Agreement. 12. AVAILABILITY OF FUNDS. Any and all payments to the Vendor are contingent upon and subject to the availability of funds to the University for the purpose set forth in this Agreement. 13. INDEMNIFICATION AGREEMENT. Vendor shall indemnify, defend and hold harmless the University, its trustees, officers, employees and agents (collectively, “Indemnitees”) from and against any and all damages, costs, liabilities, losses and expenses incurred by Indemnitees arising from or related to (i) the Products delivered or the Services performed by Vendor; (ii) a breach of this Agreement by Vendor; or (iii) any misconduct or acts of negligence by Vendor. Vendor shall pay all royalties and license fees for third party Products it provides to the University under this Agreement. Vendor shall indemnify, defend and hold harmless University from and against any claim asserted against University alleging that the Products or Services or the use of the Products or Services by University constitutes a misappropriation of any proprietary or trade secret information or an infringement of any patent, copyright, trademark or other intellectual property right. 14. LIMITATION ON VENDOR LIABILITY. Vendor’s cumulative liability to the University for damages {00035467.DOC 9} Revised J 4 incurred by the University for causes of action arising out of or relating to this Agreement shall be limited to two (2) times the total amount paid or scheduled to be paid (whichever is greater) under this Agreement. The foregoing limitation on liability does not apply to breaches of confidentiality and data protection obligations, intellectual property infringement claims, or indemnification obligations under this Agreement. 15. TERMINATION FOR CONVENIENCE. The University may terminate this Agreement at any time by giving thirty (30) days prior notice in writing to the Vendor. In the event the Agreement is terminated for the convenience of the University, the University will pay for all documented Services performed and Products delivered in conformance with the Agreement up to the date of termination. 16. DEFAULT; TERMINATION FOR CAUSE. (a) If either Party fails to meet any material requirement of this Agreement, notice of the failure or default is provided to the defaulting Party by the non-defaulting Party, and the failure is not cured within thirty (30) calendar days of the defaulting Party's receipt of the notice of default, then the non-defaulting Party may terminate this Agreement for cause and pursue any rights or remedies provided by law or under this Agreement. (b) Pursuant to the North Carolina Administrative Code, in the event Vendor defaults under a contract with the University, the University may procure replacement goods and services on the open market and charge Vendor for any additional costs occasioned thereby, and the University may initiate proceedings with the State of North Carolina to de-bar Vendor from doing future business with agencies of the State of North Carolina. (See NCAC Title I, Chapter 5B.1520). (c) Vendor shall be in default if it submitted a certification for price-matching preference under Executive Order #50 and G.S. § 143-59 that was false and/or contained materially misleading or inaccurate information, and/or Vendor failed to provide information and documentation requested by the University to substantiate Vendor’s certification. The State of North Carolina may take action against Vendor under the False Claims Act, G.S. § 1-605 through 1-617, inclusive, for submitting a false certification for the price-matching preference under Executive Order #50 (including but not limited to treble damages and civil penalties). 17. FORCE MAJEURE. Neither Party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of events beyond its reasonable control, including without limitation, fire, power failures, any act of war, riot, strikes, civil insurrection, acts of public officials, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. 18. CONFIDENTIALITY; CARE OF INFORMATION. (a) Confidentiality. Any information, data, documents, studies and reports given to or prepared or assembled by the Vendor under this Agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the University. (b) Response to Third-party Requests for University Data. If Vendor is served with a subpoena related to University data, then, unless prohibited by law, Vendor will provide prior notice of such subpoena to the University to allow the University an opportunity to seek injunctive relief before disclosure of the information. (c) Protection of Vendor Trade Secrets under NC Public Records Act. The University will maintain the confidentiality of Vendor's “trade secrets”, in accordance with N.C. Gen. Stat. §132-1, et. seq. (the “NC Public Records Act”). Trade secrets are defined by North Carolina statute as "business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that derives independent actual or potential commercial value from (i) not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." (See N.C. Gen. Stat. §66-152). Vendor shall designate the portions of the materials it delivers to the University that meet this definition of "trade secrets," or that otherwise are exempt from disclosure under the NC Public Records Act, by printing “CONFIDENTIAL” in boldface at the top and bottom of the applicable pages or sections. Under the North Carolina Administrative Code, price information shall not be deemed confidential (NCAC Title I, Chapter 5B.0103). In spite of what is labeled as confidential, the determination as to whether the information is subject to disclosure shall be determined by North Carolina law. (d) Protection of University's Sensitive and Confidential Information. Vendor shall safeguard and protect Sensitive and Confidential Information of the University in accordance with all applicable laws and regulations and consistent with ISO/IEC 27000 series information security best practices. “Sensitive and Confidential Information” means any, but not limited to, the following: “Personal Information” under the North Carolina Identity Theft Protection Act of 2005, confidential “personnel information” under the North Carolina Human Resources Act, “Protected Health Information” under the Health Insurance Portability and Accountability Act (HIPAA), student “education records” under Family Educational Rights and Privacy Act (FERPA), “customer record information” under Gramm Leach Bliley Act (GLBA), “cardholder data” as defined by the Payment Card Industry Data Security {00035467.DOC 9} Revised J 5 Standard (PCI-DSS), and any information protected from disclosure under the North Carolina Public Records Act. Sensitive and Confidential Information must be restricted by Vendor to those with a legitimate business need for access to such information. For purposes of illustration, Sensitive and Confidential Information may appear in research data, public safety information, financial donor information, information concerning select agents, system access passwords, information security records, and information file encryption keys. If Vendor becomes aware of a confirmed or suspected exposure of Sensitive and/or Confidential University Information, Vendor shall notify the UNC-Chapel Hill Help Desk (919-962-HELP) and ask that a “critical Remedy ticket” be created with the University’s Information Security Office. Vendor shall provide a telephone number at which the reporting party can be reached for more detail. The Help Desk takes calls 24x7x365. Vendor shall not provide any information regarding the risk to Sensitive Information or Confidential Information until contacted via telephone by a UNC-Chapel Hill incident handler. Upon being contacted by the incident handler, the Vendor agrees to provide UNC-Chapel Hill with access to any information that is pertinent to the investigation of the possible compromise of UNC-Chapel Hill’s sensitive information or mission critical system, including, but not limited to: log data, metadata and forensic images. (e) Grant of Limited Right to Use University Data. Subject to the terms and conditions of this Agreement, University grants to Vendor a non-exclusive, non-transferable, limited right to use University data received or accessed by Vendor in the course of performing the Services under this Agreement. All right, title and interest in the data shall remain with the University or end users, as applicable. Vendor may not access and/or duplicate the data for any reasons other than those stated herein without the prior written consent of University. (f) Limitations on Use of University Data. Vendor shall not collect, mine, save, disclose, or otherwise use any end user personal information or University data for any purpose other than to provision and support the Services expressly contemplated under this Agreement. (g) FERPA Acknowledgement. If the Services involve the hosting or accessing of student education records by Vendor, Vendor acknowledges and agrees that (i) the University has outsourced to Vendor the performance of institutional services or functions for which the University would otherwise use its own employees, (ii) Vendor is considered to be a “school official” with “legitimate educational interests” in “personally identifiable information” from “education records” of University students, as those terms have been defined under FERPA (34 CFR 99), (iii) Vendor is under the direct control of the University with respect to Vendor’s use and maintenance of data in the education records, and (iv) Vendor will abide by the limitations and requirements imposed by 34 CFR 99.33(a) on school officials. Vendor will use such data only for the purpose of fulfilling its duties under this Agreement, and will not monitor or share such data with or disclose it to any third party except as required by law, or authorized in writing by the University. 19. IMPLEMENTATION; CONFLICTS/INCONSISTENCIES. This Agreement shall be implemented by a University Purchase Order. For purposes of construing a transaction as an integrated contract, the following shall be considered a single transaction and a legal and binding contract: (i) the University Purchase Order(s); (ii) any signed Statement of Work or other document directly related to this Agreement that has been signed by authorized representatives of both Parties; (iii) the Solicitation Document; (iv) this Agreement; and (v) Vendor's technical and cost proposals submitted in response to the Solicitation Document. In the event of a conflict or inconsistency between these contract documents, the order of precedence shall be the order listed above, where clause "(i)" receives the highest priority and clause "(v)" receives the lowest priority. 20. AMENDMENTS/CONTRACT AUTHORIZATION. (a) This Agreement may not be amended orally or by performance. Any amendment, in order to be effective, must be made in written form and signed by duly authorized representatives of the University and Vendor in accordance with this section. (b) This Agreement is made subject to the shipment of quantities, qualities, and prices indicated on the Purchase Order and all conditions and instructions on the Purchase Order or the Solicitation Document, as applicable. Any changes made to this Agreement or Purchase Order proposed by the Vendor are hereby rejected unless accepted in writing by the University’s Purchasing Services Department or the Vice Chancellor for Finance and Administration. The University shall not be responsible for services or products delivered without a Purchase Order or authorization from the University’s Purchasing Services Department. In order to be effective, contracts for University purchases of goods or services exceeding $5,000 must be signed by a duly authorized officer of the University’s Purchasing Services Department, or the University’s Vice Chancellor for Finance and Administration or his/her delegate. 21. ADVERTISING. Vendor shall not use the existence of this Agreement or the name, logo, images or trademarks of the University of North Carolina at Chapel Hill as a part of any marketing or commercial advertising without prior written approval of the University. Requests to use the University’s name, logo, images or trademarks {00035467.DOC 9} Revised J 6 should be directed to the University’s Office of Trademarks and Licensing. (http://www.licensing.unc.edu). 22. EXPORT CONTROL CLASSIFICATION. Vendor shall not transfer or disclose to the University any equipment, information, substance or material that is controlled under the federal government's Export Administration Regulations (15 C.F.R. 730-774) or International Traffic in Arms Regulations (22 C.F.R. 120-130) (collectively, any “Export Controlled Material”) without first informing the University of the Export Controlled Material’s Export Control Classification Number (“ECCN”), or other applicable export control designation. 23. NONDISCRIMINATION. Vendor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a), and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or appropriate inquiries regarding compensation. Vendor will take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, disability, or appropriate inquiries regarding compensation. 24. NOTICES. Any notices required under this Agreement should be delivered to the contract administrator for each Party. Unless otherwise specified in the Solicitation Document, any notices shall be delivered in writing by U.S. Mail, commercial courier or by hand. 25. COMPLIANCE WITH LAWS. Each Party shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to its operations, including those of federal, state, and local agencies having jurisdiction and/or authority. 26. GOVERNING LAW AND VENUE. This Agreement is made under and shall be governed and construed in accordance with the laws of the State of North Carolina. In the event the parties are unable to resolve any dispute relating to this Agreement, the exclusive venue for any judicial action or proceeding arising out of or relating to this Agreement shall be the state or federal courts located in the State of North Carolina. 27. SEVERABILITY. In the event that a court of competent jurisdiction holds that a provision or requirement of this Agreement violates any applicable law, each such provision or requirement shall be enforced only to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect. All promises, requirement, terms, conditions, provisions, representations, guarantees and warranties contained herein shall survive the expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable federal or State statute, including statutes of repose or limitation. 28. PROJECT BUDGET REPORTING. Vendor shall prepare a project budget plan for its Services ("Project Budget Plan"), and shall regularly update and maintain such plan to reflect mutually agreed changes thereto. The initial and each subsequent version of the Project Budget Plan shall be submitted to the University project manager for her or his written approval. The Project Budget Plan shall include variances between the original (and not adjusted unless specified by University) Project Budget Plan and actual costs. Vendor shall immediately notify the University project manager in writing of any variance greater than five percent (5%) between costs as budgeted in the Project Budget Plan and as actually incurred. 29. TIME SHEETS. On a weekly basis, Vendor shall provide University time sheets for all Vendor personnel and contractors that performed billable Services during the immediately preceding week. All such time sheets shall be in form and detail acceptable to University and shall include a reasonably detailed description of the Services performed, including the date, hours worked and related expenses incurred, and a reference to the applicable Purchase Order number, and shall be signed by both the applicable Vendor employee (or contractor) and the Vendor project manager. 30. INVOICES. On a monthly basis, Vendor shall issue invoices for Services performed during the immediately preceding month. Each invoice shall include a summary of charges (by person by hour) that pertain to the Services being billed under such invoice and shall otherwise be in a form and detail acceptable to University. Invoices shall not include fees for greater than forty (40) hours per week for any Vendor employee or contractor unless such time over forty (40) hours was approved in writing by University. By submitting an invoice, Vendor certifies that the amount billed is accurate with respect to the fees, charges and expenses set forth therein. 31. OWNERSHIP OF WORK PRODUCT. Unless otherwise agreed in writing by the Parties, deliverables developed or prepared specifically for the University hereunder (the “Deliverables”) shall be deemed “works made for hire” under the federal copyright laws. Vendor hereby assigns to the University any and all rights, title and interest, including, without limitation, copyrights, trade secrets and proprietary rights to the Deliverables. To the extent the Deliverables include data, modules, components, designs, utilities, subsets, objects, processes, tools, models and specifications (“Technical Elements”) owned or developed by Vendor prior to, or independently from, its engagement hereunder, Vendor retains ownership of such Technical Elements and Vendor hereby grants to the University a perpetual, worldwide, fully paid-up limited license to use such Technical Elements for University http://www.licensing.unc.edu/ http://www.licensing.unc.edu/ {00035467.DOC 9} Revised J 7 related purposes. 32. QUALIFIED PERSONNEL; INTERVIEWS. Vendor shall ensure that qualified personnel of the Vendor will provide the Services under this Agreement in a professional manner. “Professional manner” means that the personnel performing the Services will possess the skill and competence consistent with the prevailing business standards in the information technology industry. Prior to Vendor commencing the provision of the Services, upon the University's request, the University shall have the opportunity to review resumes and conduct interviews of the personnel who Vendor proposes to deploy to provide the Services to the University. If the University is not satisfied with the proposed personnel, the University may request acceptable substitute personnel to be provided by Vendor. 33. KEY PERSONNEL. Vendor shall not substitute key personnel assigned to the performance of this Agreement without prior written approval by the University’s designated contract administrator. Any desired substitution shall be noticed to the University’s contract administrator accompanied by the names and references of Vendor’s recommended substitute personnel. The University will approve or disapprove the requested substitution in a timely manner. The University may, in its sole discretion, terminate the services of any person providing services under this Agreement. Upon such termination, the University may request acceptable substitute personnel to be provided by Vendor. 34. ACCEPTANCE CRITERIA. Acceptance testing is required for the Products and Services. In the event acceptance of the Products and Services is not described in the Solicitation Documents or a Statement of Work, the University may define such processes and procedures as may be necessary or proper, in its opinion and discretion, to ensure the Products and Services' compliance with the University’s specifications set forth in the Solicitation Document. The University shall notify Vendor in writing within fifteen (15) calendar days following University’s discovery that the Products and Services are non-conforming and are unacceptable. Products and Services that fail to comply with specifications set forth in the Solicitation Document may be rejected upon the initial acceptance testing or at any later time if the defects associated with the Products and Services were not reasonably ascertainable at the time of the initial acceptance testing. The notice shall specify in reasonable detail the ways in which the Products and Services are non-conforming. If Vendor fails to promptly cure the defect or re-perform the Services, the University may deem the Vendor in default of this Agreement and may pursue any rights and remedies available to University. 35. UNANTICIPATED TASKS. In the event that additional billable work must be performed that was wholly unanticipated, and that is not specified in the Purchase Order(s), but which in the opinion of both Parties is necessary to the successful accomplishment of the contracted scope of work, Vendor shall prepare a work authorization to be submitted to the University's project manager and to the University’s Department of Procurement Services. All work authorizations must be written and signed by Vendor and an authorized representative in the University’s Department of Procurement Services prior to Vendor beginning any such additional billable work. 36. WITHHOLDING. The University shall withhold _____ percent (____%) of the total undisputed amount due and payable under each invoice, excluding amounts attributable to expenses for Services performed by the Vendor. The withheld amount will be paid to Vendor, in whole or in part subject to any applicable delay penalties, upon Vendor's delivery of the project deliverables, as defined in the Statement of Work, and University's acceptance of the same ("Project Completion"). 37. DELAY PENALTIES. If Vendor’s failure to perform its obligations in a timely manner results in the Project Completion not being achieved by the Project Completion deadline date, the Vendor shall forfeit a percentage of the total Service fees withheld by the University as set forth above in an amount equal to ____________ percent ( _____%) of the total project Service fees withheld for every five (5) business days that Project Completion is delayed. 38. KNOWLEDGE SHARING. As part of the Services provided by Vendor, Vendor shall provide University with Know-How with respect to the functions, features, operation, configuration and support and maintenance of the Software or other Products provided by Vendor to enable University to become reasonably self-reliant with respect to the day-to- day operation and support and maintenance of such Products or Software. "Know-How" means concepts, techniques, information, reports, programs, program materials, documentation, diagrams, notes, outlines, flow charts, user interfaces, technology, formulas, processes and algorithms that are used to effectively use, implement, support and/or maintain the Software or other Products installed or provided by Vendor. 39. SOFTWARE AVAILABILITY GUARANTEE. (a) Availability Guarantee. Vendor’s objective is to make the Vendor’s Software available to the University twenty-four hours a day, seven days a week, except for scheduled maintenance. In addition, Vendor guarantees that the University will be able to access Vendor’s Software ninety-nine percent (99.99%) of the time (excluding scheduled maintenance) in any given month (“Availability Guarantee”). (b) Remedy. In the event that the University’s access to Vendor Software hereunder falls below the Availability Guarantee, and such unavailability is not due to Vendor’s scheduled maintenance or to events of force {00035467.DOC 9} Revised J 8 majeure, Vendor will grant to the University a credit based on a sliding scale, as set forth in the table below, ranging from twenty percent (20%) to one-hundred percent (100%) of one-twelfth of the annual Software license fees for any single month in which the Availability Guarantee is not satisfied. Scheduled maintenance shall not be counted in the calculation of any Credit. All credits shall be calculated based on the total hours in a particular month. For purposes of calculating credits, Vendor shall provide the University with a monthly report of uptime for the Service. The University must submit a request for a credit within sixty (60) days of receipt of uptime report from Vendor. Vendor is not required to honor requests for credits submitted after the sixty (60) day period. Any period of unavailability shall be counted from the time such unavailability commences until such time that access is restored. Software Access during Applicable Month (excluding Scheduled Maintenance and Events of Force Majeure) Credit for such month Greater than or equal to 99.99% 0% Less than 99.99% but greater than or equal to 98% 20% Less than 98% but greater than or equal to 97% 29% Less than 97% but greater than or equal to 96% 38% Less than 96% but greater than or equal to 95% 47% Less than 95% but greater than or equal to 94% 56% Less than 94% but greater than or equal to 93% 65% Less than 93% but greater than or equal to 92% 74% Less than 92% but greater than or equal to 91% 83% Less than 91% but greater than or equal to 90% 92% Less than 90% 100% (c) Scheduled Maintenance. The University acknowledges and agrees that Vendor will, from time to time, need to perform routine maintenance or repair, and that during such periods of maintenance or repair, Vendor’s Software may not be available for the University’s use. Vendor’s objective is to minimize the duration of any such unavailability and will endeavor to perform routine maintenance outside of normal business hours. Vendor publishes planned maintenance windows and will use best efforts to provide the University fourteen (14) days notice before the pre-scheduled four hour monthly maintenance windows that take place outside of normal business hours. In other rare events, and to the extent possible, Vendor will provide the University at least twenty-four (24) hours advance notice of down-time for emergency maintenance that could include updates to security systems. 40. HOSTING FACILITY. (a) Location(s) of Hosting Facilities. Vendor certifies that for the duration of this Agreement, all Hosting Facilities at which University Data will be stored are located within the United States, unless otherwise agreed in a document signed by duly authorized officers of each of the Parties. (b) Increases in Hosted Services Fees. Increases in Vendor’s annual fees for hosted Services shall not exceed three percent (3%) above the fees for the previous year. In no event shall the fee for hosted Services paid by University exceed Vendor's then-current fee for hosted Services charged to any of its similarly-situated customers. 41. BACKUP AND RETRIEVAL. Vendor will perform incremental back-ups daily and full backups weekly. Vendor utilizes a secondary site for purposes of disaster recovery. Vendor’s client systems are replicated to the secondary site. In the event the primary production site becomes inaccessible, Vendor will commence a recovery utilizing the secondary site within four (4) hours. Full data tapes, magnetic discs and/or other optical media will be encrypted and stored off-site in a secured vault. Offsite storage of back up media shall take place at least weekly. 42. GRANT OF ACCESS AND USE OF UNIVERSITY DATA. For purposes of this section, “University Data” means all University content, data, and other information provided by the University and stored, accessed or managed using the Software. The University grants to Vendor a non-exclusive, non-transferable, limited right to use University Data contained on Vendor’s servers at its hosting facilities solely to the extent required to solve technical support problems or to perform maintenance services under this Agreement. All right, title and interest in University Data shall remain with the University. Vendor may not access and/or duplicate University Data for any reason other than those stated herein without the prior written consent of the University. 43. TRANSITION SERVICES; DESTRUCTION OF UNIVERSITY DATA. (a) Transition Services. Upon the expiration or termination of the Agreement for any reason, the University shall have the right, upon its request, to receive from Vendor for up to six (6) months all services reasonably necessary to effectuate an orderly transition to a successor vendor, including assistance in transferring University {00035467.DOC 9} Revised J 9 Data to an industry-standard or other format requested by the University. Any fees charged by Vendor for such services should be at reasonable, fair market rates. (b) Destruction of University Data. Upon the expiration or termination of the Agreement, Vendor shall ask University in writing whether University wishes to exercise the transition services described in the subsection above, or whether University wishes for Vendor to destroy the University Data in Vendor’s possession. If University responds that it wishes to exercise transition services, then Vendor shall not destroy the University Data until the completion of the transition services. If University notifies Vendor that it wishes for Vendor to destroy the University Data, or if University does not respond to Vendor’s written inquiry within thirty (30) days of its receipt of the inquiry, or otherwise upon University’s written request, Vendor shall promptly destroy all University Data it possesses in any form and provide University a written attestation to the destruction of the University Data, specifying when it was destroyed and by what methods under NIST SP800-88 or other previously agreed upon destruction method. 44. SOFTWARE LICENSE GRANT. This section recites the scope of license granted, if not superseded by a separate licensing agreement, as follows: (a) License Grant. Vendor grants to the University a non-exclusive, worldwide license to use the Software. This license shall be perpetual, unless terminated as provided herein. Such license permits University to: (i) use the Software in object code format; (ii) use the Documentation; (iii) transfer and operate the Software on a different operating system and/or on different hardware; (iv) install and make copies of the Software for testing, disaster recovery, disaster recovery testing, backup, training and education, development and archival purposes; (v) reproduce and/or incorporate all or any portion of the Documentation into University-developed training and education materials; and (vi) upon receipt of Vendor’s prior written approval, such approval not to be unreasonably withheld, modify and adapt the Software to interface and/or integrate the Software with third-party software products. (b) Third Party Implementation Services. University without having to pay any special fees has the right to permit third-party services provider to access and use the Software for purposes of assisting with the implementation. (c) Upgrades. The University’s license includes the right to upgrades, updates, maintenance releases or other enhancements or modifications made generally available to Vendor’s licensees without a separate maintenance or support agreement (i.e., “minor upgrades” typically represented by an increased number to the right of the decimal point in the Software version number). Vendor’s right to a new license for new version releases of the Software (typically represented by an increased number to left side of the decimal) shall not be abridged by the foregoing. 45. MAINTENANCE/SUPPORT SERVICES. Unless otherwise provided in the University’s Solicitation Document or in an attachment hereto, for the first year and all subsequent years during the term of this Agreement, Vendor agrees to provide the following services for the current version and one previous version of the Software, commencing upon delivery of the Software: (a) Error Correction. Upon notice by University of a problem with the Software (which problem can be verified), Vendor shall use reasonable efforts to correct or provide a working solution for the problem. The University shall comply with all reasonable instructions or requests of Vendor in attempts to correct an error or defect in the software program. Vendor and the University shall act promptly and in a reasonably timely manner in communicating error or problem logs, other related information, proposed solutions or workarounds, and any action as may be necessary or proper to obtain or effect maintenance services under this section. (b) Notice. Vendor shall notify the University of any material errors or defects in the Software known or made known to Vendor from any source during the term of this Agreement that could cause the production of inaccurate or materially incorrect results. Vendor shall initiate actions as may be commercially necessary or proper to effect corrections of any such errors or defects. (c) Updates. Vendor sh