Integrated Audiovisual Systems for The University of North Carolina at Chapel Hill School of Medicine Medical Education Building

{00049386.DOC 10} Revised Jan. 2016 THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Request for Proposals (RFP) Number: 65-RFP10202021-AMW Integrated Audiovisual Systems for The University of North Carolina at Chapel Hill School of Medicine Medical Education Building Date of Issue: October 20, 2021 Opening Date: December 6, 2021 at 2:00 PM Eastern Time (ET) Direct all inquiries concerning this RFP to: Alicia Waymack IT Category Manager awaymack@unc.edu No phone calls please. {00049386.DOC 10} 2 Revised Jan. 2016 THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL RFP Number 65-RFP10202021-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 proposal. Failure to do so may subject your proposal to rejection. ID Number: ______________________________________________________ Federal ID Number or Social Security Number ___________________________________________________ Vendor Name {00049386.DOC 10} EXECUTION PAGE Certification: By executing this proposal, the undersigned Vendor certifies that: (i) this proposal 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 RFP, or in awarding or administering the contract to result from this RFP, 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 RFP 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 RFP 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), (viii) neither it nor any assignee of the Vendor is identified on a list maintained by the NC State Treasurer of persons engaged in investment activities in Iran (G.S. §143C-6A.5). False certification may constitute a Class I felony under North Carolina law. Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late proposals cannot be accepted. VENDOR: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE: TELEPHONE NUMBER: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #10): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR’S AUTHORIZED SIGNATURE: DATE: EMAIL: Offer valid for at least 60 days from date of proposal opening, unless otherwise stated here: ______ days. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the University. THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Refer ALL Inquiries regarding this RFP to: Alicia Waymack IT Category Manager awaymack@unc.edu RFP Number 65-RFP10202021-AMW Proposals will be opened: December 6, 2021 at 2:00 PM ET http://identity.unc.edu/wp-content/uploads/2014/01/Old_Well_Graphic_twitter.jpg {00049386.DOC 10} 4 Table of Contents 1.0 PURPOSE AND BACKGROUND ...........................................................................................5 2.0 GENERAL INFORMATION ...................................................................................................5 2.1 REQUEST FOR PROPOSAL DOCUMENT ..........................................................................5 2.2 INSTRUCTIONS TO VENDORS REGARDING TERMS AND CONDITIONS ............................6 2.3 RFP SCHEDULE ..............................................................................................................6 2.4 PROPOSAL QUESTIONS .................................................................................................6 2.5 PROPOSAL SUBMITTAL ..................................................................................................6 2.6 PROPOSAL CONTENTS ...................................................................................................7 2.7 ALTERNATE PROPOSALS ................................................................................................8 2.8 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS ..........................................................8 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS ...........................................8 3.1 METHOD OF AWARD .....................................................................................................8 3.2 PROPOSAL EVALUATION PROCESS ................................................................................9 3.3 EVALUATION CRITERIA ..................................................................................................9 4.0 REQUIREMENTS ................................................................................................................9 4.1 QUALIFICATIONS .........................................................................................................10 4.2 CONTRACT TERM ........................................................................................................10 4.3 PRICING ......................................................................................................................10 4.4 INVOICES.....................................................................................................................10 4.5 BACKGROUND CHECKS ................................................................................................10 4.6 PROPERTY INSURANCE ................................................................................................11 5.0 SCOPE OF WORK .............................................................................................................11 5.1 GENERAL .....................................................................................................................11 5.2 OBJECTIVES .................................................................................................................11 ATTACHMENT A: INSTRUCTIONS TO VENDORS.......................................................................13 ATTACHMENT B: UNIVERSITY CONTRACT TERMS AND CONDITIONS ......................................16 ATTACHMENT C: LOCATION OF WORKERS UTILIZED BY VENDOR ...........................................27 ATTACHMENT D: VENDOR INVOICE SUBMISSION PAGE .........................................................28 {00049386.DOC 10} 5 1.0 PURPOSE AND BACKGROUND The University of North Carolina at Chapel Hill (UNC), the nation’s first public university, is a global higher education leader known for innovative teaching, research, and public service. A member of the prestigious Association of American Universities, Carolina regularly ranks as the best value for academic quality in U.S. public higher education. Now in its third century, the University offers 78 bachelor’s, 112 master’s, 68 doctorate and seven professional degree programs through 14 schools and the College of Arts and Sciences. Every day, faculty, staff and students shape their teaching, research and public service to meet North Carolina’s most pressing needs in every region and all 100 counties. Carolina’s more than 292,500 alumni live in all 50 states and 150 countries. More than 159,000 live in North Carolina. The new UNC Medical Education Building will be located at 150 Medical Drive in Chapel Hill, NC. The 175,000 square foot facility includes nine stories with a penthouse and basement. The Medical Education Building will house a 240- seat active learning theater, experiential learning labs, 2 complete floors of advanced medical simulation, large and small interactive classrooms, microbiology, anatomy, clinical skills, offices, meeting rooms and student support spaces. It is planned with a 50-year vision to allow the medical student class size to grow within space that is both flexible and that provides state-of-the-art support for students to learn and thrive in our medical school. UNC School of Medicine (SOM) is looking for a capable technology integration firm that we can partner with to provide, configure, install, test and commission the multiple, integrated audiovisual (AV) systems throughout the new building. These systems include, but are not limited to, large direct view LED video walls, interactive displays, projection systems, AV-over-IP (AVoIP) building-wide signal distribution, Dante networked audio, divide/combine classrooms, and complex AV control systems all centered around medical education. Prior experience with video walls, video wall processors, networking, AVoIP and advanced control system programming is strongly preferred. The AV systems and specifications have been designed by Shen Milsom & Wilke LLC and approved by UNC SOM. The designs have been carefully constructed and our expectation is for minimal variations. Several items in scope are Brand Specific to keep within the UNC SOM standardization efforts, so equipment substitutions will not be accepted for these items unless express consent is given by UNC SOM. Reference the Design Documentation included with this RFP for more information. AV system installations will be phased and are expected to begin in the spring of 2022. As of the date of issue of this RFP, the construction schedule is as follows: • Start of cable pulling by March 2022 • Building dry-in complete by September 2022 • 6th floor construction complete by November 2022 • Project complete by February 2023 Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. 2.0 GENERAL INFORMATION 2.1 REQUEST FOR PROPOSAL DOCUMENT The RFP is comprised of the main body of this RFP document, plus the Design Documentation, attachments, and any addenda released before contract award. All Design Documentation, attachments, and any addenda released for this RFP in advance of any contract award are incorporated herein by reference. All terms in this RFP shall be enforceable as contract terms. The use of phrases such as “shall,” “must,” and “requirements” are intended to create enforceable contract conditions. {00049386.DOC 10} 6 2.2 INSTRUCTIONS TO VENDORS REGARDING TERMS AND CONDITIONS The University rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor’s proposal. This applies to any language appearing in or attached to the document as part of the Vendor’s proposal that purports to vary any terms and conditions or Vendors’ instructions herein or to render the proposal non-binding or subject to further negotiation. All proposals submitted in response to this RFP are subject to the terms and conditions outlined herein, and any resulting contract shall be governed by the terms and conditions of the RFP. By execution and delivery of a proposal in response to this RFP, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, 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 proposal as nonresponsive. 2.3 RFP SCHEDULE Event Responsibility Date and Time* Submit Written Questions Vendor November 3, 2021 by 2:00 PM ET Provide Response to Questions University November 17, 2021 Submit Proposals Vendor December 6, 2021 by 2:00 PM ET Contract Award University TBD * All dates and times are subject to change at the discretion of the University. 2.4 PROPOSAL QUESTIONS Upon review of the RFP, Vendors may have questions regarding the RFP. Vendors shall submit any such questions by the above due date listed in the section titled “RFP Schedule” above. Written questions shall be emailed to Alicia Waymack at awaymack@unc.edu by the date and time specified above. Vendors should enter “RFP Number 65-RFP10202021-AMW Questions” as the subject for the email. Questions submittals should include a reference to the applicable RFP section and be submitted in a format shown below: Reference Vendor Question RFP 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 Interactive Purchasing System (IPS), http://www.ips.state.nc.us, and shall become an Addendum to this RFP. 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 RFP, shall be considered authoritative or binding. Vendors shall rely only on written material contained in an Addendum to this RFP. 2.5 PROPOSAL SUBMITTAL Proposals, subject to the conditions made a part hereof and the receipt requirements described below, must be submitted via eBid (NC BIDS) on the State of North Carolina Interactive Purchasing System (IPS), for furnishing and delivering those items or services as described herein. For more information on NC BIDS, please reference the following website as provided by the NC Department of Administration’s Division of Purchase and Contract: https://ncadmin.nc.gov/about-doa/divisions/purchase-and-contract/nc-bids/nc-bids-vendors. http://www.ips.state.nc.us/ http://www.ips.state.nc.us/ {00049386.DOC 10} 7 Attempts to submit a proposal via facsimile (FAX) machine, telephone, or email in response to this RFP will NOT be accepted. a) Submit one (1) signed, original electronic proposal response via eBid (NC BIDS) on the State of North Carolina Interactive Purchasing System (IPS) - https://www.ips.state.nc.us/IPS/Default.aspx. 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 name. c) File contents MUST NOT be password protected; the file formats must be in .pdf, .jpeg, or .png format; and must be capable of being copied to other sources. 2.6 PROPOSAL CONTENTS Vendors shall complete the applicable portions of the attachments of this RFP that require the Vendor to provide information and include an authorized signature where indicated. Vendor shall also provide all additional information and documentation as requested herein. a) Cover Letter b) Completed and signed copy of the EXECUTION PAGE, Federal Employer Identification Number form, and signed receipt pages of any addenda released in conjunction with this RFP c) Information and documentation requested in Section 1.3, Qualifications of Bidders, of the UNC AV Specifications, Section 274116 (reference the Design Documentation), or as otherwise required to evidence Vendor’s qualifications in accordance with the specifications* d) Information and documentation requested in Section 1.5, Information to be Submitted with the Bid Return, of the UNC AV Specifications, Section 274116, including but not limited to the following: i) Completed UNC MEB Equipment Worksheet – reference the Design Documentation ii) Statement of Compliance – reference Section 1.5 (B) (6) of the UNC AV Specifications, Section 274116 iii) Proof of the following insurance**: 1) Property Insurance in accordance with Section 4.6, Property Insurance, of this RFP 2) All insurance coverage outlined in ATTACHMENT B: UNIVERSITY CONTRACT TERMS AND CONDITIONS iv) General information on the Vendor’s firm, including but not limited to Project References v) Warranty Statement vi) Service and Support vii) Schedule of Implementation e) Separate proposal for a sound masking system as requested in Section 5.2, Objectives, of this RFP f) Completed and signed version of ATTACHMENT C: LOCATION OF WORKERS UTILIZED BY VENDOR * Regarding certifications, UNC understands that certain certifications may not be held by Vendor at the time of proposal submission. In any case, prior to award of contract, Vendor must obtain all required certifications and provide proof of the same to UNC. ** Regarding proof of insurance, UNC understands that certain types of insurance coverage (e.g., Property Insurance) may not be maintained by Vendor at the time of proposal submission. In any case, prior to award of contract, Vendor must obtain all required insurance coverage and provide proof of the same to UNC. {00049386.DOC 10} 8 2.7 ALTERNATE PROPOSALS Vendors may submit alternate proposals in accordance with Sections 1.5 (K), Alternate Equipment, and 1.5 (L), Exceptions and Proposed Modifications, of the UNC AV Specifications, Section 274116. Any alternate proposal must be clearly marked with the legend: Alternate Proposal #__ for ‘name of Vendor’. Each proposal must be complete and independent of other proposals offered. The AV system design has been carefully constructed and our expectation is for minimal variations. Several items in scope are Brand Specific to keep within the UNC SOM standardization efforts, so equipment alternates will not be accepted for these items unless express consent is given by UNC SOM. Please reference the UNC MEB Equipment Worksheet – each room tab contains a column for proposed alternates and indicates for each item whether alternates will be accepted for consideration. 2.8 DEFINITIONS, ACRONYMS, AND ABBREVIATIONS a) BAFO: Best and Final Offer, submitted by a vendor to alter its initial offer, made in response to a request by the University. b) BRAND SPECIFIC: Manufacturer name and product description are product specific. The item offered must be the manufacturer and type specified. These specific products are needed due to compatibility and continuity of support. c) DESIGN DOCUMENTATION: Flad/SLAM and SM&W design documentation located at the following URL: https://www.dropbox.com/sh/8ht1y5baryc08h6/AABSygf-1sTQ1L3UOQvkHor_a?dl=0 d) END USER DEPARTMENT: The department or unit of the University that receives the services procured from the Vendor. e) FLAD: Flad Architects f) 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 proposal, but no amount or charge not included as part of the total proposal price will be paid. g) QUALIFIED PROPOSAL: A responsive proposal submitted by a responsible Vendor. h) SERVICES: The tasks and duties undertaken by the Vendor to fulfill the requirements and specifications of this solicitation. i) SLAM: The S/L/A/M Collaborative – Architecture & Design Firm j) SM&W: Shen Milsom & Wilke LLC – AV Consulting & Engineering Group k) SOM IT: UNC School of Medicine Information Technology l) UNIVERSITY: The University of North Carolina at Chapel Hill m) VENDOR: The contractor, supplier, bidder, proposer, company, firm, corporation, partnership, individual or other entity submitting a response to this Request for Proposals. 3.0 METHOD OF AWARD AND PROPOSAL EVALUATION PROCESS 3.1 METHOD OF AWARD All qualified proposals will be evaluated, and award(s) will be made to the Vendor(s) meeting the RFP requirements and achieving the highest and best final evaluation, based on the evaluation criteria described below. While the intent of this RFP is to award a contract to a single Vendor, 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 https://www.dropbox.com/sh/8ht1y5baryc08h6/AABSygf-1sTQ1L3UOQvkHor_a?dl=0 https://www.dropbox.com/sh/8ht1y5baryc08h6/AABSygf-1sTQ1L3UOQvkHor_a?dl=0 {00049386.DOC 10} 9 this RFP in its entirety without awarding a contract, if it is considered to be most advantageous to the University to do so. 3.2 PROPOSAL EVALUATION PROCESS The University shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. The University reserves the right to waive any minor informality or technicality in proposals received. The University will conduct a One-Step evaluation of Proposals: Proposals will be received from each responsive Vendor in a sealed envelope or package. All proposals must be received by the University not later than the date and time specified on the cover sheet of this RFP. At that date and time, the package containing the proposals from each responding firm will be opened publicly and the name of the Vendor will be announced. At their sole option, the evaluators may request oral presentations or discussion with any or all Vendors for the purpose of clarification or to amplify the materials presented in any part of the proposal. Vendors are cautioned, however, that the evaluators are not required to request presentations or other clarification—and often do not; therefore, all proposals must be complete and reflect the most favorable terms available from the Vendor. Vendors are cautioned that this is a request for proposals, not a request 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. The University reserves the right to conduct negotiations with or solicit subsequent offers from one or more of the Vendors submitting proposals after the initial responses to the RFP have been evaluated. If negotiations are conducted, or subsequent offers are solicited, the Vendors shall provide a best and final offer (BAFO) in response. 3.3 EVALUATION CRITERIA All qualified proposals will be evaluated and award made based on the following criteria considered, to result in an award most advantageous to the University. The following criteria are not necessarily listed in the order of importance. • Vendor Qualifications • Proposal and System Design • Pricing • Project Plan and Schedule of Implementation • Service, Support, and Warranty 4.0 REQUIREMENTS This Section lists the requirements related to this RFP. By submitting a proposal, 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 RFP. 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 proposal, 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 2.4, Proposal Questions, of this RFP. {00049386.DOC 10} 10 4.1 QUALIFICATIONS Vendor shall meet the qualifications outlined in Section 1.3, Qualifications of Bidders, of the UNC AV Specifications, Section 274116. Integration services are an integral part of this RFP; therefore, only vendors that meet the requirements of the RFP should submit a proposal. The University will not accept “equipment only” proposals. 4.2 CONTRACT TERM This contract shall be binding on both parties from the date of contract award through the satisfactory completion of the work required under the RFP, and shall be complete when final payment has been made. 4.3 PRICING Proposal price shall constitute the total cost to End User Department for complete performance in accordance with the requirements and specifications herein, including all applicable charges for handling, administrative and other similar fees. Vendor shall not invoice for any amounts not specifically allowed for in this RFP. Complete 1). the UNC MEB Equipment Worksheet (reference the Design Documentation), and 2). a separate proposal for a sound masking system as requested in Section 5.2, Objectives, of this RFP. 4.4 INVOICES a) Invoices must be submitted electronically via the University’s Vendor Invoice Submission Page (VISP) – instructions are included as ATTACHMENT D: VENDOR INVOICE SUBMISSION PAGE. b) Copies of all invoices must also be submitted to the End User Department at the following address: The University of North Carolina at Chapel Hill ATTN: Steve McGarry 103 Airport Drive Giles Horney Building Campus Box # 1090 Chapel Hill, NC 27599 c) Invoices should bear the purchase order number to ensure prompt payment. The Vendor’s failure to include the correct purchase order number may cause delay in payment. 4.5 BACKGROUND CHECKS Vendor and its personnel are required to provide or undergo background checks at Vendor’s expense prior to beginning work with the University. As part of Vendor background, the details below must be provided to the University: a) Any criminal felony conviction, or conviction of any crime involving moral turpitude, including, but not limited to fraud, misappropriation or deception, of Vendor, its officers or directors, or any of its employees or other personnel to provide Services on this project, of which Vendor has knowledge or a statement that it is aware of none; b) Any criminal investigation for any offense involving moral turpitude, including, but not limited to fraud, misappropriation, falsification or deception pending against Vendor of which it has knowledge or a statement it is aware of none; c) Any regulatory sanctions levied against Vendor or any of its officers, directors or its professional employees expected to provide Services on this project by any state or federal regulatory agencies within the past three (3) years or a statement that there are none. As used herein, the term “regulatory sanctions” includes the revocation or suspension of any license or certification, the levying of any monetary penalties or fines, and the issuance of any written warnings; {00049386.DOC 10} 11 d) Any regulatory investigations pending against Vendor or any of its officers, directors or its professional employees expected to provide Services on this project by any state or federal regulatory agencies of which Vendor has knowledge or a statement that there are none. e) Any civil litigation, arbitration, proceeding, or judgments pending against Vendor during the three (3) years preceding submission of its proposal herein or a statement that there are none. Vendor’s responses to these requests shall be considered to be continuing representations, and Vendor’s failure to notify the University within thirty (30) days of any criminal litigation, investigation or proceeding involving Vendor or its then current officers, directors or persons providing Services under this contract during its term shall constitute a material breach of contract. The provisions of this paragraph shall also apply to any subcontractor utilized by Vendor to perform Services under this contract. 4.6 PROPERTY INSURANCE In addition to the insurance coverage outlined in ATTACHMENT B: UNIVERSITY CONTRACT TERMS AND CONDITIONS, Vendor shall purchase and maintain property insurance until final acceptance, upon the entire work at the site to the full insurable value thereof of the scope of work included in this RFP. This insurance shall include the interests of the University, the Vendor, and any subcontractors or subsubcontractors in the work and shall insure against the perils of fire, wind, rain, flood, extended coverage, and vandalism and malicious mischief. If the University is damaged by failure of the Vendor to purchase or maintain such insurance, then the Vendor shall bear all reasonable costs properly attributable thereto. Furthermore, the Vendor shall obtain and maintain similar property insurance on portions of the work stored off the site when request for payment per articles so includes such portions. Proof of insurance must be provided prior to award of contract. 5.0 SCOPE OF WORK 5.1 GENERAL Provide, configure, install, test, and commission the requested system(s) per the Design Documentation. 5.2 OBJECTIVES Vendor shall perform all work in accordance with the Design Documentation, including but not limited to Part 3, Execution, of the UNC AV Specifications, Section 274116. Please note the following with regard to installed network cabling: Electrical sub-contractor will be responsible for pulling and certifying all CAT6a cabling that is dedicated to AVoIP devices and supporting AVoIP infrastructure. Classrooms that have dedicated closets for AV equipment will also have the required category cabling pulled, terminated & certified for the local AV-specific network switches and associated network wall-plates and floor-boxes in those spaces. This essentially leaves the local category patch cabling and associated av-interconnect cabling (signal extenders, speakers, amps, mics, control) the responsibility of the Vendor. In summary, the Vendor will not be responsible for network interconnects between individual spaces and network telecom closets. Please note the following with regard to the sound masking documents / proposal: Included in this RFP are two additional documents outlining the requirements for a sound masking system planned for the 3rd and 8th floors of the new Medical Education Building. The sound masking system is not included on the UNC MEB Equipment Worksheet and will need to be documented separately. Please note there is no speaker layout or equipment list for the sound masking system; this is because the sound masking specification is written as a performance specification with the option for vendors to either a) mount speakers above the finished ceiling, or {00049386.DOC 10} 12 b) mount speakers directly into the ceiling. It is up to the Vendor to choose which solution they propose; in either case, the resulting system must meet the performance requirements. Vendors are requested to provide a separate proposal for a sound masking system that meets the required performance specifications. The sound masking proposal should include, at a minimum, a detailed layout, equipment list, and pricing. Floor plans have been included for your layout and design needs. The University intends to award a contract to a single Vendor for the integrated AV systems and the sound masking system outlined herein. Therefore, it is strongly recommended that each vendor submit the additional proposal for a sound masking system. Notwithstanding the foregoing, the University reserves the right to make separate awards to different Vendors, to not award a portion of this RFP, or to cancel this RFP in its entirety without awarding a contract, if it is considered to be most advantageous to the University to do so. {00049386.DOC 10} 13 ATTACHMENT A: INSTRUCTIONS TO VENDORS 1. READ, REVIEW AND COMPLY: It shall be the Vendor’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 Vendors or elsewhere in this RFP document. 2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will automatically be disqualified from further consideration. It shall be the Vendor’s sole responsibility to ensure delivery at the designated office by the designated time. 3. ACCEPTANCE AND REJECTION: The University reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 4. BASIS FOR REJECTION: Pursuant to 01 NCAC 05B .0501, the University reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the University, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the University. 5. EXECUTION: Failure to sign EXECUTION PAGE in the indicated space will render proposal non-responsive, and it shall be rejected. 6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation or in any contract arising from it, the order of precedence shall be (high to low) (1) any special terms and conditions specific to this RFP, including any negotiated terms; (2) requirements and specifications in Sections 4, 5 and 6 of this RFP; (3) University Contract Terms and Conditions attached as ATTACHMENT B; (4) Instructions in ATTACHMENT A: INSTRUCTIONS TO VENDORS; and (5) Vendor’s Proposal. 7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested and, in the spaces, provided in this document. Further, if required elsewhere in this proposal, each Vendor must submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Proposals that do not comply with these requirements shall be subject to rejection. 8. 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, disabled business enterprises and non-profit work centers for the blind and severely disabled. 9. RECIPROCAL PREFERENCE: G.S. §143-59 establishes a reciprocal preference requirement to discourage other states from favoring their own resident Vendors by applying percentage increases to any proposal by a North Carolina resident Vendor. The “Principal Place of Business” is defined as the principal place from which the trade or business of the Vendor is directed or managed. 10. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the University will maintain confidential trade secrets that the Vendor does not wish disclosed. As a condition to confidential {00049386.DOC 10} 14 treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as “CONFIDENTIAL” by the Vendor, 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 Vendor 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 Vendor 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. Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible. 11. PROTEST PROCEDURES: When a Vendor wishes to protest the award of a contract resulting from this solicitation, the Vendor shall submit a written request addressed to the University purchasing officer that issued the award. The protest request must be received in the proper office within thirty (30) consecutive calendar days from the date of the contract award. Protest letters shall contain specific grounds and reasons for the protest, how the protesting party was harmed by the award made and any documentation providing support for the protesting party’s claims. Note: A contract award notice (purchase order) is sent only to the Vendor actually awarded the contract, and not to every person or firm responding to a solicitation. All protests will be handled pursuant to the North Carolina Administrative Code, 01 NCAC 05B .1519. 12. MISCELLANEOUS: The singular of any word or phrase shall be read to include the plural and vice versa. 13. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the University until after the award of the contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the University, or any other representative of the University concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the contract), unless the University directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the University any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity; (b) identify defects, errors and/or omissions in any other Vendor’s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation and/or award of the contract that is the subject of this RFP. Vendors not in compliance with this provision may be disqualified, at the option of the University, from the contract award. Only those communications with the University authorized by this RFP are permitted. 14. WITHDRAWAL OF PROPOSAL: A proposal may be withdrawn only in writing and actually received by the office issuing the RFP prior to the time for the opening of Proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). A withdrawal request must be on Vendor’s letterhead and signed by an official of the Vendor authorized to make such request. Any withdrawal request made after the opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Division of Purchase and Contract. 15. 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 RFP and in formal Addenda issued through IPS. 16. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor’s sole responsibility; the University of North Carolina at Chapel Hill will not reimburse any Vendor for any costs incurred prior to award. 17. VENDOR’S REPRESENTATIVE: Each Vendor shall submit with its proposal 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 proposal. {00049386.DOC 10} 15 18. SUBCONTRACTING: Unless expressly prohibited, a Vendor may propose to subcontract portions of the work to identified subcontractor(s), provided that its proposal clearly describe what work it plans to subcontract and that Vendor includes in its proposal all information regarding employees, business experience, etc. for each proposed subcontractor that is required to be provided for Vendor itself. 19. INSPECTION AT VENDOR’S SITE: The University reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective Vendor 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. {00049386.DOC 10} 16 ATTACHMENT B: UNIVERSITY CONTRACT TERMS AND CONDITIONS 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 {00049386.DOC 10} 17 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. 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 SOC 2 Type II report 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 https://travel.unc.edu/. 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. https://travel.unc.edu/ https://travel.unc.edu/ {00049386.DOC 10} 18 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. 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, {00049386.DOC 10} 19 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 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 {00049386.DOC 10} 20 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 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, {00049386.DOC 10} 21 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 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 http://www.licensing.unc.edu/ {00049386.DOC 10} 22 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 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 {00049386.DOC 10} 23 ("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 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. {00049386.DOC 10} 24 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 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 {00049386.DOC 10} 25 (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 shall provide to the University at no additional charge all new releases and bug fixes for the Software developed or published by Vendor and made generally available to its other customers at no additional charge. All such updates shall be a part of the Software and, as such, shall be governed by the provisions of this Agreement. (d) Telephone Assistance. Vendor shall provide the University with telephone access to technical support engineers for assistance in the proper installation and use of the Software, and to report and resolve software problems during normal business hours. Vendor shall promptly respond to University telephone requests for Software program maintenance service. (e) Support and Maintenance Fees. Increases in Vendor’s annual support and maintenance fees shall not exceed three percent (3%) over the support and maintenance fees for the previous year. In no event shall the support and maintenance fee rate paid by University exceed Vendor's then-current support and maintenance rate charged to any of its similarly-situated customers. If the University fails to pay or chooses not to pay for support and maintenance services for the Software, the University may continue to use the Software pursuant to the license granted hereunder, but will not be entitled to receive routine support and maintenance services for such Software. 46. ESCROW OF CODE. Vendor has established an Escrow Agreement (“Escrow Agreement”) for the Software with a third-party escrow agent acceptable to the University. Within thirty days from the effective date of this Agreement, Vendor will add the University as a beneficiary to such Escrow Agreement. In the event (i) this Agreement is terminated due to insolvency or the filing of involuntary bankruptcy proceedings pursuant to Chapter 7 of the U.S. Bankruptcy Code and (ii) Vendor no longer offers support or maintenance services for the Software (both (i) and (ii) constituting the release condition (“Release Condition”) under the Escrow Agreement), the Software code deposited in accordance with the Escrow Agreement (the “Deposit Materials”) shall be delivered to the University and the University shall be granted a license to use the Deposit Materials solely to repair, maintain and support the Software licensed to University pursuant to this Agreement. The license to the Deposit Materials under this section shall terminate upon the termination or cure of the Release Condition. 47. PROTECTION AGAINST SOFTWARE MIGRATION. If within five (5) years of the effective date of this Agreement, Vendor ceases providing support and maintenance for the Software and begins marketing a successor software product to the Software, then Vendor shall provide University with an option to purchase the successor software with credits equal to the one hundred percent (100%) of all fees paid by University to Vendor for the Software and Vendor shall provide software implementation services to University at a discounted rate of forty percent (40%) off Vendor’s then applicable services rates. 48. PROTECTION AGAINST REDUCTIONS IN SOFTWARE FUNCTIONALITY. If Vendor eliminates any Software functionality in any future releases or versions of the Software, then at no cost or expense to University, Vendor shall either: (a) provide to University through another Vendor product substantially equivalent replacement Software functionality that is reasonably acceptable to University; or (b) modify, adjust or customize the Software for University's use so that the applicable functionality remains available to University. 49. WARRANTY TERMS. (a) If the Vendor is not the manufacturer of the Products, Vendor represents and warrants to the University that it has been designated by the manufacturer as an authorized reseller of the Products and any manufacturer {00049386.DOC 10} 26 warranties will pass from the manufacturer through the Vendor and inure to the benefit of the University. In the event such manufacturer warranties fail to pass through the Vendor and inure to the benefit of the University, the Vendor shall pay, indemnify and hold the University harmless from all losses, damages and expenses resulting from such failure. (b) If Vendor is the manufacturer of the Products: (i) Vendor represents and warrants to University that for a period of ninety (90) days from the date of installation ("Warranty Period") the Products shall perform in good working order in accordance with industry practices and standards and meets the specifications set forth in the Solicitation Document. Following receipt of written notice thereof, Vendor promptly shall respond to any failure to comply with the representations and warranties in this subsection, and Vendor promptly shall repair, replace or correct the Products at Vendor's sole cost and expense. The remedies set forth in this section shall be in addition to any other rights and remedies that may be available to University. (ii) Vendor represents and warrants to University that, to the best of its knowledge: (1) the licensed Products and associated materials do not infringe any intellectual property rights of any third party; (2) there are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; (3) the Software and associated materials do not contain any surreptitious programming codes, viruses, Trojan Horses, “back doors” or other means to facilitate or allow unauthorized access to the University’s information systems; and (4) the Software and associated materials do not contain any timer, counter, lock or similar device (other than security features specifically approved by Customer in the Specifications) that inhibits or in any way limits the Software’s ability to operate. (iii) The Vendor represents and warrants to the University that any Product which performs any date and/or time data recognition functionality, calculation, or sequencing, will provide accurate date/time data and leap year calculations. This warranty shall survive termination or expiration of the Agreement. (iv) Vendor represents and warrants to University that the Software demonstrated to University, to the extent applicable, during Vendor's on-campus demonstrations: (1) represents a generally available version of the Software; and (2) was configured but not otherwise modified by Vendor or otherwise manipulated in any way to display features or functions that do not exist in a generally available version of the Software as of the date of the Vendor's demonstrations. (v) Vendor represents and warrants to University that the Products and Services meet the accessibility requirements (to the extent applicable) outlined in Section 508 of the Rehabilitation Act of 1973, as amended (http://section508.gov/), and the best practices outlined in the W3C Web Accessibility Initiative reference: http://www.w3.org/WAI/. http://section508.gov/ http://www.w3.org/WAI/ {00049386.DOC 10} 27 ATTACHMENT C: 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. 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 subcontractors, 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 subcontractors that will perform work outside the U.S.: c) Identify all U.S. locations at which performance will occur: a) Will any work under this contract be performed outside the United States? YES NO b) The Vendor agrees to provide notice, in writing to the University, of the relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons performing services under the contract outside of the United States YES NO NOTE: All Vendor personnel and subcontractor personnel providing call or contact center services to the University of North Carolina at Chapel Hill under the contract shall disclose to inbound callers the location from which the call or contact center