Integrated Workspace Management System

Page 1 of 50 Rev. 2022.02.15 STATE OF NORTH CAROLINA REQUEST FOR PROPOSAL NO.88-220086-BO Central Piedmont Community College Offers will be publicly opened: May 12, 2022 Issue Date: April 14, 2022 Refer ALL inquiries regarding this RFP to: Bonnie Ogden bonnie.ogden@cpcc.edu Commodity Number: 811620 Software as a Service Description: Integrated Workspace Management System Purchasing Agency: Central Piedmont Community College Requisition No.: N/A OFFER The Purchasing Agency solicits offers for Services and/or goods described in this solicitation. All offers and responses received shall be treated as Offers to contract as defined in 9 NCAC 06A.0102(12). EXECUTION In compliance with this Request for Proposal, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all Services or goods upon which prices are offered, at the price(s) offered herein, within the time specified herein. Failure to

execute/sign offer prior to submittal shall render offer invalid. Late offers are not acceptable. OFFEROR: STREET ADDRESS: P.O. BOX: ZIP: CITY, STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO PRINT NAME & TITLE OF PERSON SIGNING: FAX NUMBER: AUTHORIZED SIGNATURE: DATE: E-MAIL: Offer valid for ninety (90) days from date of offer opening unless otherwise stated here: ____ days ACCEPTANCE OF OFFER If any or all parts of this offer are accepted, an authorized representative of Central Piedmont Community College shall affix its signature hereto and any subsequent Request for Best and Final Offer, if issued. Acceptance shall create a contract having an order of precedence as follows: Best and Final Offers, if any, Special terms and conditions specific to this RFP, Specifications of the RFP, the Department of Information Technology Terms and Conditions, and the agreed portion of the awarded Vendor’s Offer. A copy of this acceptance will be forwarded to the awarded Vendor(s). FOR PURCHASING AGENCY USE ONLY Offer accepted and contract awarded this date ______________, as indicated on attached certification, by (Authorized representative of Central Piedmont Community College). mailto:bonnie.ogden@cpcc.edu Page 2 of 50 Rev. 2022.02.15 Table of Contents 1.0 ANTICIPATED Procurement Schedule ....................................................................................... 3 2.0 Purpose of RFP ........................................................................................................................... 3 2.1 Introduction .............................................................................................................................. 3 2.2 Contract Term .......................................................................................................................... 3 2.3 Contract Type .......................................................................................................................... 3 2.4 Agency Background ................................................................................................................. 4 3.0 RFP requirements and Specifications ......................................................................................... 4 3.1 General requirements and Specifications ................................................................................ 4 3.2 Security Specifications ............................................................................................................. 5 3.3 Enterprise Specifications: Reserved ........................................................................................ 5 3.4 Business and Technical Requirements .................................................................................... 5 3.5 Business and Technical Specifications .................................................................................. 10 4.0 Cost of Vendor’s Offer ............................................................................................................... 12 4.1 Offer Costs ............................................................................................................................. 12 4.2 Payment Schedule ................................................................................................................. 12 5.0 Evaluation ................................................................................................................................. 12 5.1 Source Selection .................................................................................................................... 12 5.2 Evaluation Criteria.................................................................................................................. 13 5.3 Best and Final Offers (BAFO) ................................................................................................ 13 5.4 POSSESSION AND REVIEW ................................................................................................ 13 6.0 Vendor Information and Instructions ......................................................................................... 14 6.1 General Conditions of Offer ................................................................................................... 14 6.2 General Instructions for Vendor ............................................................................................. 15 6.3 Instructions for Offer Submission ........................................................................................... 17 7.0 Other Requirements and Special Terms ................................................................................... 19 7.1 Vendor Utilization Of Workers Outside of U.S. ...................................................................... 19 7.2 Financial Statements ............................................................................................................. 19 7.3 Financial Resources Assessment, Quality Assurance, Performance and Reliability: RESERVED ..................................................................................................................................... 19 7.4 Vendor’s License or Support Agreements ............................................................................. 19 7.5 Resellers: RESERVED .......................................................................................................... 20 7.6 DISCLOSURE OF LITIGATION: RESERVED ....................................................................... 20 7.7 CRIMINAL CONVICTION: Reserved ..................................................................................... 20 7.8 Security and Background Checks: ......................................................................................... 20 7.9 Assurances ............................................................................................................................ 20 7.10 Confidentiality of offers ........................................................................................................... 20 7.11 Project Management ............................................................................................................. 20 7.12 Meetings ................................................................................................................................ 21 7.13 Recycling and Source Reduction .......................................................................................... 21 7.14 Special Terms and Conditions:Reserved .............................................................................. 21 Attachment A: Definitions .................................................................................................................... 22 Attachment B: Department of Information Technology Terms and Conditions.................................... 24 Attachment C: HOSTED SOLUTIONS REQUIREMENTS .................................................................. 37 Attachment D: Description of Offeror .................................................................................................. 43 Page 3 of 50 Rev. 2022.02.15 Attachment E: Cost Form .................................................................................................................... 45 Attachment F: Vendor Certification Form ............................................................................................ 46 Attachment G: Location of Workers Utilized by Vendor ...................................................................... 47 Attachment H: References .................................................................................................................. 48 Attachment I: Financial Review Form ................................................................................................. 49 1.0 ANTICIPATED PROCUREMENT SCHEDULE The Agency Procurement Agent will make every effort to adhere to the following schedule: Action Responsibility Date RFP Issued Agency 4/14/2022 Written Questions Deadline Potential Vendors 4/21/2022 no later than 2pm Agency’s Response to Written Questions/ RFP Addendum Issued Agency 4/28/2022 Offer Opening Deadline Vendor(s) 5/12/2022 no later than 2pm Offer Evaluation Agency TBD Contract Award Agency TBD Protest Deadline Responding Vendors 15 days after award 2.0 PURPOSE OF RFP 2.1 INTRODUCTION The purpose of this RFP is to solicit Offers for an Integrated Workplace Management System (IWMS) software that provides standardized spatial data and reporting, as well as move request tracking and approval workflows including email notifications. 2.2 CONTRACT TERM A contract awarded pursuant to this RFP shall have an effective date as provided in the Notice of Award. The term shall be for three (3) years (paid annually), and will expire upon the anniversary date of the effective date unless otherwise stated in the Notice of Award, or unless terminated earlier. 2.2.1 EFFECTIVE DATE This solicitation, including any Exhibits, or any resulting contract or amendment shall not become effective nor bind the State until the appropriate State purchasing authority/official or Agency official has signed the document(s), contract or amendment; the effective award date has been completed on the document(s), by the State purchasing official, and that date has arrived or passed. The State shall not be responsible for reimbursing the Vendor for goods provided nor Services rendered prior to the appropriate signatures and the arrival of the effective date of the Agreement. No contract shall be binding on the State until an encumbrance of funds has been made for payment of the sums due under the Agreement. 2.3 CONTRACT TYPE Indefinite Quantity Agency Specific Contract – Pursuant to 9 NCAC 6B.0701, this solicitation will establish an indefinite quantity agency specific contract between a Vendor and the State. The quantity of Goods or Services that may be used by the State is undetermined. An estimated quantity based on history or other Page 4 of 50 Rev. 2022.02.15 means may be used as a guide but shall not be a representation by the State of any anticipated purchase volume under any contract made pursuant to this solicitation. The State reserves the right to make partial, progressive or multiple awards: where it is advantageous to award separately by items; or where more than one supplier is needed to provide the contemplated specifications as to quantity, quality, delivery, service, geographical areas; and where other factors are deemed to be necessary or proper to the purchase in question. 2.4 AGENCY BACKGROUND Central Piedmont Community College is a public community college in Charlotte, North Carolina. With an enrollment of close to 40,000 students annually, Central Piedmont is one of the largest community colleges in the North Carolina Community College System and the largest in the Charlotte metropolitan area. Central Piedmont Community College needs an integrated software platform to aid in the management and allocation of space across campuses and to departments. The Central Piedmont Community College system comprises 6 campuses and approximately 56 buildings for a total estimated square footage of 4M SF. 3.0 RFP REQUIREMENTS AND SPECIFICATIONS 3.1 GENERAL REQUIREMENTS AND SPECIFICATIONS 3.1.1 REQUIREMENTS Means, as used herein, a function, feature, or performance that the system must provide. 3.1.2 SPECIFICATIONS Means, as used herein, a specification that documents the function and performance of a system or system component. The apparent silence of the specifications as to any detail, or the apparent omission of detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only processes, configurations, materials and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the State, Vendor shall supply proof of compliance with the specifications. Vendor must provide written notice of its intent to deliver alternate or substitute Services, products, goods or other Deliverables. Alternate or substitute Services, products, goods or Deliverables may be accepted or rejected in the sole discretion of the State; and any such alternates or substitutes must be accompanied by Vendor’s certification and evidence satisfactory to the State that the function, characteristics, performance and endurance will be equal or superior to the original Deliverables specified. 3.1.3 SITE AND SYSTEM PREPARATION Vendors shall provide the Purchasing State Agency complete site requirement specifications for the Deliverables, if any. These specifications shall ensure that the Deliverables to be installed or implemented shall operate properly and efficiently within the site and system environment. Any alterations or modification in site preparation, which are directly attributable to incomplete or erroneous specifications provided by the Vendor and which would involve additional expenses to the State, shall be made at the expense of the Vendor. 3.1.4 EQUIVALENT ITEMS Whenever a material, article or piece of equipment is identified in the specification(s) by reference to a manufacturer’s or Vendor’s name, trade name, catalog number or similar identifier, it is intended to establish a standard for determining substantial conformity during evaluation, unless otherwise specifically stated as a brand specific requirement (no substitute items will be allowed). Any material, article or piece of equipment of other manufacturers or Vendors shall perform to the standard of the item named. Equivalent offers must be accompanied by sufficient descriptive literature and/or specifications to provide for detailed comparison. 3.1.5 ENTERPRISE LICENSING Page 5 of 50 Rev. 2022.02.15 In offering the best value to the State, Vendors are encouraged to leverage the State’s existing resources and license agreements, which can be viewed here: https://it.nc.gov/resources/statewide-it-procurement/statewide-it-contracts a) Identify components or products that are needed for your solution that may not be available with the State’s existing license agreement. b) Identify and explain any components that are missing from the State’s existing license agreement. c) If the Vendor can provide a more cost effective licensing agreement, please explain in detail the agreement and how it would benefit the State. 3.2 SECURITY SPECIFICATIONS Refer to Attachment C, Central Piedmont Community College’s Hosted Solutions Requirements Document 3.3 ENTERPRISE SPECIFICATIONS: RESERVED 3.4 BUSINESS AND TECHNICAL REQUIREMENTS 3.4.1 FUNCTIONAL REQUIREMENTS The following table of functional requirements are provided. Please respond to each item denoting the extent to which your system supports the requirement. Use the notes field and separate pages to provide any additional information supporting your selection. General System Functional Requirement Fully Supported Partially Supported Not Supported Additional Information User friendly, intuitive solution that is easy for general users use with no training. Compatible with multiple browsers. (Internet Explorer, Microsoft Edge, Chrome, Safari at a minimum) Little time required of Company IT resources when application is hosted. Support of multi-lingual capability. (If so, please list the languages.) Web based, secure platform with data segregation. Ability to collect and display all Data Time fields in local time zone time and format (UTC). Ability to provide a QR code for each space to use for personnel assignments, space reservations and work orders via an app. Ability to multi-edit data through the front-end. Ability to configure client's own branding / logos into the system (interface and reporting). Provide audit trail of all data changes, in a report format which can be exported and searched. Systems is Optimized for mobile devices. Annual support includes software updates as well as technical support. Global find search bar with client configurability on the fields that can be searched. Ability to add New tables and create relationships to new and existing tables within the application. Ability to add unlimited fields to tables, various field types. Ability to modify input forms or views. (add and move fields) https://it.nc.gov/resources/statewide-it-procurement/statewide-it-contracts Page 6 of 50 Rev. 2022.02.15 Ability to modify input forms or views by adding text headers, hyperlinks to other documents and images. Ability to add custom modules to track unique requirements such as housekeeping, donor naming information, finish types, etc. Ability for client to access all data / table schema. Data Integration Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Ability to import data (HR, Finance, IT, work orders, etc.) into the system via scheduled integration from multiple sources. Automatically remove HR records from assigned spaces based on client’s requirements. E.g., 5 days after terminated status in HR integration Ability to import business hierarchy data (up to 8 levels) into system via scheduled integration. Ability to import multiple business hierarchies from different sources via scheduled integration. Ability to export all data into flat files or other data sources (to use in other application or store in a data warehouse). Ability for administrative user to load external data into new tables via one time load or integration. Two-way API for intake of data points such as reservations and work orders with source systems. Ability to import/export images and documents within data records Space Management Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Bi-directional connectivity to AutoCAD drawings or Revit models. Intuitive Interface for all users for viewing Floor Plans. Ability to configure and display text from data elements on the floorplan for printing. (size, placement, font color, etc.) Interactive floorplans with the ability to graphically display color coding or hatching on spaces based on any data attributes, out of box fields or configured. Graphically display occupancy / vacancy status of a floor plan. No limitation on size of AutoCAD or Revit file. Ability to easily print floor plans or partial floorplans into multiple formats to any size. (E.g., PDF, direct to printer, etc.) Display title block information in floor plan view with property and floor details, included on export. Ability to view a floor plan and space data in the same view. Ability to turn Drawing layers on and off within the application at the user's discretion. Area is automatically calculated and updated based on the CAD plan. View floor plans without the aid of another add-on tool (E.g., ADR, Java, Flash). Pro-rate allocations of common space at the building or floor level, to determine space chargeback amounts. Page 7 of 50 Rev. 2022.02.15 Allocate multiple departments / cost centers to a single space through an equal or percentage share or based on personnel assigned. Ability to research the history of a seat (occupant, budget code, etc.). Prorate Rentable Area to occupants/departments based on Lease RSF of the Bldg. or Floor. Calculate Rentable Area based on BOMA 2017 Method A or B. Automatically allocates space to departments based on person or people assigned to the space. Ability to allocate space to group whether a person is assigned to a space or not. Controls to determine the group assignment of the space when a space is vacated. (E.g., group assignment is removed, group assignment remains, group assignment changed to overhead group) System provides an error message when trying to assign person to non-occupiable spaces (this message informs but doesn’t stop the request). Ability to assign a person to multiple spaces. Ability to assign multiple people to one space. Manage the assignment of people to spaces via drag and drop on floor plan, capturing the history of the change in the database. Ability to assign people to neighborhoods/work zones instead of 1:1 without changing the way in which occupancy and vacancy are calculated or how the person data is displayed on the floor plan. Provides a Space Change Request process allowing an end-user to request a change to a group or space type that would require approval. Ability to configure approval workflows of space change requests. Move Management Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Intuitive interface for all users for Submitting Move Requests. Ability for any user to create single and/or group moves, based on security rights granted. When submitting a new move, display a message to the user if the person selected is already in a scheduled move. Ability to select a TO space via a floor plan within the request form. Auto-populate Personnel information (like current space, department, manager, email, phone) when selecting the person to move. Ability to move a person to a neighborhood/work zone. Ability to define move phases for group moves. Ability to enter a moving date and time for each person moving. Ability to limit specific days on a move calendar when submitting moves based on move type. (E.g., Not able to schedule moves earlier than 5 business days, move only on Tues. for this bldg.) Page 8 of 50 Rev. 2022.02.15 Ability to configure fields displayed in the move intake form as well as configure fields as a mandatory requirement. Ability to show the name and move date of the people in a scheduled move on the floorplan. Ability to see all moves that are occurring on a floor plan, whether they are in this move project or not. Ability to copy people from a prior move project to create a new move project to streamline swing moves. Ability to configure workflows of move requests. (E.g., What statuses are used, who sees requests at what status, when notifications are sent, etc.) Has an approval step within a move request. Can control who approves and when approval is required. Ability to multi-edit move requests simultaneously. (E.g., Change move date or status.) Ability to post/archive/complete multiple moves simultaneously. Ability to post/archive/complete some moves within a move project, not all. (E.g., Moves for phase one only, phase two next week.) Ability to import bulk moves through front end to create a move project. (E.g., via spreadsheet) Ability to drag and drop names to a new seat on the floor plan to create a move ticket or project. Ability to define a move cost per move type and apply to individual moves with the option to adjust if necessary. Ability to create move requests for equipment not associated to an employee move. Move notifications emails can be configured by the client to use HTML elements. System generated email notification based on any change in a move ticket, not just status changes. System generated email notifications for project/bulk moves can provide both project information and individual employee move information in a single email. (E.g., Manager only receives 1 email when 25 people are moving.) Fixed Asset Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Ability to track fixed assets. (E.g., card readers, jack ids, security cameras, VC equipment, speakerphones, etc.) Can assign Assets to a Space. Can assign Assets to a Person. Location of assets that are assigned to people would update when person is moved. Can import a list of assets that are maintained within another application. (E.g., Computer assets from IT and associate them to a person.) Ability to upload documents to an Asset, such as user manual, warranty, etc. Provide a catalog of assets to choose from that includes make, model, manufacturer, etc. Ability to interface with a barcode or asset tag reader system. Ability to add unlimited fields to asset form like warranty, condition, life expectance, etc. Page 9 of 50 Rev. 2022.02.15 Can assign multiple Assets to a person or a space Ability to locate Assets outside of space: such as in hallways, outside buildings, in parking lots or on rooftops. Ability to place a symbol of an Asset anywhere on a floor plan. Assets associated to a person or space can be automatically included when a move request is entered for that person or space (E.g., does not require user to create move requests for the assets individually). Key Management Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Ability to track doors as assets assigned to rooms Ability to track door attributes such as lever type, opening size, opening type Ability to assign keys to personnel Ability to track key attributes such as key number, keyway and cylinder number Ability to track key copies Ability to track cylinders and their attributes such as keyway? pinning codes, key codes Ability to associate cylinders with keys and doors Ability to run detailed reports (by building, by department, by person, by key code, etc.) System Email Notification Functional Requirements Fully Supported Partially Supported Not Supported Additional Information System provides out-of-box (OOB) email notification. Ability to configure when a notification is sent, based on events and fields in the database (insert, delete, update). (E.g., When field ABC = 'GOOD' send email to FM Team.) Ability to configure email notification to be sent to multiple recipients. Ability to configure recipient's email address using a literal address (jane.doe@abc.com) or query (select manager email from personnel table). Ability to customize the formatting and wording of the email (HTML formatting). Ability to configure the email message body using any database fields. Ability to brand email notifications with images or other content. System Reporting Functional Requirements Fully Supported Partially Supported Not Supported Additional Information Robust reporting tool with ad hoc reporting capabilities pulling data from multiple tables and across modules in a single report. Quickly and easily export data in multiple formats (E.g., excel, PDF, etc.). Auto-email reports on a schedule to predefined distribution lists. View how frequently reports are accessed / last time accessed. Page 10 of 50 Rev. 2022.02.15 Provides consistency in field names between tables and reporting. Ability to create Dashboards with multiple sections (graphs) within a report or view. Ad-hoc reporting availability permissioned at the security group. Control what tables/fields are accessible for ad-hoc reporting by security group. Ability to connect to and include data from other data sources for reporting within this system. Month over month historical reporting of data for capturing trends related to number of properties, SF, occupancy metrics, etc. Security Requirements Fully Supported Partially Supported Not Supported Additional Information Ability to use some type of Single Sign-on. (E.g., SAML) Configure security down to the database field level. Configure security down to the floor plan level. Ability for client to configure and control security roles and permissions with tiered levels of access based on roles and responsibilities. (E.g., Administrator level can modify tables, forms, security. Space Planner can change space and move data only. Move Manager can change move data only. Supervisor can view and dispatch request for their center, but not other centers. Technicians can only edit and close requests assigned to them.) Configurable read, write, delete access at the security role level, per table/view. 3.5 BUSINESS AND TECHNICAL SPECIFICATIONS 3.5.1 SCOPE OF WORK Central Piedmont Community College is a public community college in Charlotte, North Carolina. With an enrollment of more than 50,000 students annually, Central Piedmont is the second largest community college in the North Carolina Community College System and the largest in the Charlotte metropolitan area. Central Piedmont Community College needs an integrated software platform to aid in the management and allocation of space across campuses and to departments. The Central Piedmont Community College system comprises 6 campuses and 56 buildings for a total estimated square footage of 4M SF. The primary goal of this project is to implement an Integrated Workplace Management System (IWMS) that provides standardized spatial data and reporting, as well as move request tracking and approval workflows including email notifications. Additionally, it should integrate with the college's employee database and classroom scheduling software, Ad Astra. It is the intention of the college to select one campus to be the pilot for the roll-out of this system. The vendor will be required to standardize and integrate the floor plans into the system along with assigning data elements for space and department reporting including but not limited to room number, space type, capacity, room name and department. The assignment of college personnel to offices/workstations is included in this scope. The college will provide room/seat # for each employee to be assigned as part of this pilot campus. The pilot campus (Merancas Campus in Huntersville) consists of 4 buildings, 7 floors and approximately 160,144 gross square feet. Page 11 of 50 Rev. 2022.02.15 The vendor will also be required to provide training for all staff that will be using this system. The training should cover the following topics: ● System Administrator Training – system settings, report creation, adding new fields and modifying views and forms, security settings & user groups, adding buildings & floors and modifying/adding new floor plans to the system ● General User Training – general system navigation, running reports, viewing and printing floor plans, submitting move requests and tracking request status, submitting space change requests and tracking status of request. The vendor will be required to provide a recorded training video covering General User Training to be used by the college. ● Space Manager Training – adding buildings and floors and modifying/adding new floors plans to the system, updating space data and modifying/creating graphic floor plan views ● Move Manager Training – create individual and project move requests, modify existing move requests and archive move requests, manage key assignments to personnel and rooms. Central Piedmont seeks a solution that is classified as a Software as a Service (SaaS). Consequently, we require SaaS vendors to address the college’s Hosted Solutions Requirements, attached as ATTACHMENT C: HOSTED SOLUTIONS REQUIREMENTS. ● Central Piedmont considers the authentication, SLA, integration, security and cyber insurance portions of the Hosted Solutions Requirements to be important and applicable to this solution. ● It is acceptable to address a requirement with a reference to other documentation. ● If any requirements of the Hosted Solutions Requirements document do not apply to your solution, please address it with a ’Not Applicable’ comment. ● If any requirements of the Hosted Solutions Requirements document are repeated within the rest of these requirements, please reference the same answer as needed. 3.5.2 SYSTEM INTEGRATIONS The vendor will be required to configure two integrations into the chosen system. The first integration will be for employee/user data. This data is managed in the colleges’ ERP system, Ellucian Colleague. Employee/user data will be used for assigning employees to space, as well as provisioning system access. The second integration will be for classroom scheduling data. The classroom schedules are managed in a system called Ad Astra. This integration will keep the inventory of classrooms in sync between the two systems. The details of the two integrations are outlined below. Ellucian Colleague User Data Frequency Nightly Format CSV imported via SSIS package or API Flow Inbound from ERP system to Space Management system Function Insert new employees; update existing employees, delete terminated employees Fields Employee Id, Name, Email, Phone, Department, Manager ID, Manager Name, Job Code, Level, Employee Status, End Date/Term Date Ad Astra Classroom Data Frequency Nightly Format CSV exported via SSIS package or API Flow Outbound from Space Management System to Ad Astra system Function Provide list of current classroom inventory Fields Building ID, Floor ID, Room ID, Space Type, Capacity, Features (web cam, smart board, etc.) Page 12 of 50 Rev. 2022.02.15 Ellucian Colleague Asset Data Frequency Weekly Format CSV exported via SSIS package or API Flow Inbound from ERP system to Space Management system Function Maintain an accurate inventory and location of tracked assets Fields Asset Category, Asset Item #, Asset Description, Building Id, Floor Id, Room Id, Assigned to Employee, Barcode Id 4.0 COST OF VENDOR’S OFFER 4.1 OFFER COSTS The Vendor must list, itemize, and describe any applicable offer costs which may include the following: COTS/SAAS/IAAS/PAAS PROCUREMENTS: Customer service costs Hosting service fees Implementation costs (system configuration, customization) Transition Costs Service Costs Technical Support Training (Technical and/or Customer) License fees Maintenance Travel Expenses – Any travel expenses reimbursement will be at the out-of-state rates set forth in N.C.G.S. §138-6; as amended from time to time SERVICES PROCUREMENTS, SUCH AS STUDIES / ANALYSES / ASSESSMENTS: Face to Face Meeting Fees Before and After Report is Generated (Note: Agency may require in its discretion that Vendor’s quoted rates be loaded with any applicable per diem) Development or First Time Engineering Fees Actual Time to Create the Report Subsequent Modifications and Iterations to the Report after Agency Review(s) 4.2 PAYMENT SCHEDULE The Vendor shall propose its itemized payment schedule based on the content of its offer. All payments must be based upon acceptance of one or more Deliverables. The State cannot pay any fees upon receipt of order so this should not be your first Invoicing Milestone. 5.0 EVALUATION [N.C.G.S §143B-1350(h): All offers are subject to evaluation of the most advantageous offer to the State. Evaluation shall include best value, as the term is defined in N.C.G.S. 143-135.9(a)(1), compliance with information technology project management policies, compliance with information technology security standards and policies, substantial conformity with the specifications, and other conditions set forth in the solicitation.] 5.1 SOURCE SELECTION A trade-off/ranking method of source selection will be utilized in this procurement to allow the State to award this RFP to the Vendor providing the Best Value, and recognizing that Best Value may result in award other than the lowest price or highest technically qualified offer. By using this method, the Page 13 of 50 Rev. 2022.02.15 overall ranking may be adjusted up or down when considered with, or traded-off against other non- price factors. a) Evaluation Process Explanation. State Agency employees will review all offers. All offers will be initially classified as being responsive or non-responsive. If an offer is found non-responsive, it will not be considered further. All responsive offers will be evaluated based on stated evaluation criteria. Any references in an answer to another location in the RFP materials or Offer shall have specific page numbers and sections stated in the reference. b) To be eligible for consideration, Vendor’s offer must substantially conform to the intent of all specifications. Compliance with the intent of all specifications will be determined by the State. Offers that do not meet the full intent of all specifications listed in this RFP may be deemed deficient. Further, a serious deficiency in the offer to any one (1) factor may be grounds for rejection regardless of overall score. c) The evaluation committee may request clarifications, an interview with or presentation from any or all Vendors as allowed by 9 NCAC 06B.0307. However, the State may refuse to accept, in full or partially, the response to a clarification request given by any Vendor. Vendors are cautioned that the evaluators are not required to request clarifications; therefore, all offers should be complete and reflect the most favorable terms. Vendors should be prepared to send qualified personnel to Charlotte, North Carolina, to discuss technical and contractual aspects of the offer. d) Vendors are advised that the State is not obligated to ask for, or accept after the closing date for receipt of offer, data that is essential for a complete and thorough evaluation of the offer. 5.2 EVALUATION CRITERIA Evaluation shall include best value, as the term is defined in N.C.G.S. § 143-135.9(a)(1), compliance with information technology project management policies as defined by N.C.G.S. §143B-1340, compliance with information technology security standards and policies, substantial conformity with the specifications, and other conditions set forth in the solicitation. The following Evaluation Criteria are listed in Order of Importance. 1) How well the Vendor’s offer conforms with the specifications, including Attachment C, Central Piedmont Community College’s Hosted Solutions Requirements Document. 2) Total Cost of Ownership 3) Vendor Schedule / Timeline for completing work 4) Strength of references relevant or material to technology area(s) or Specifications, 5) Risks associated with Vendor’s offer. 5.3 BEST AND FINAL OFFERS (BAFO) The State may establish a competitive range based upon evaluations of offers, and request BAFOs from the Vendor(s) within this range; e.g. “Finalist Vendor(s)”. If negotiations or subsequent offers are solicited, the Vendor(s) shall provide BAFO(s) in response. Failure to deliver a BAFO when requested shall disqualify the non-responsive Vendor from further consideration. The State will evaluate BAFO(s), oral presentations, and product demonstrations as part of the Vendors’ respective offers to determine the final rankings. 5.4 POSSESSION AND REVIEW During the evaluation period and prior to award, possession of the bids and accompanying information is limited to personnel of the issuing agency, and to the committee responsible for participating in the evaluation. Vendors who attempt to gain this privileged information, or to influence the evaluation process (i.e. assist in evaluation) will be in violation of purchasing rules and their offer will not be further evaluated or considered. After award of contract the complete bid file will be available to any interested persons with the exception of trade secrets, test information or similar proprietary information as provided by statute and rule. Any proprietary or confidential information, which conforms to exclusions from public records as provided by N.C.G.S. §132-1.2 must be clearly marked as such in the offer when submitted. Page 14 of 50 Rev. 2022.02.15 6.0 VENDOR INFORMATION AND INSTRUCTIONS 6.1 GENERAL CONDITIONS OF OFFER 6.1.1 VENDOR RESPONSIBILITY It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and comply with all specifications, requirements and the State’s intent as specified herein. If a Vendor discovers an inconsistency, error or omission in this solicitation, the Vendor should request a clarification from the State’s contact person. The Vendor will be responsible for investigating and recommending the most effective and efficient solution. Consideration shall be given to the stability of the proposed configuration and the future direction of technology, confirming to the best of their ability that the recommended approach is not short lived. Several approaches may exist for hardware configurations, other products and any software. The Vendor must provide a justification for their proposed hardware, product and software solution(s) along with costs thereof. Vendors are encouraged to present explanations of benefits and merits of their proposed solutions together with any accompanying Services, maintenance, warranties, value added Services or other criteria identified herein. 6.1.2 RIGHTS RESERVED While the State has every intention to award a contract as a result of this RFP, issuance of the RFP in no way constitutes a commitment by the State of North Carolina, or the procuring Agency, to award a contract. Upon determining that any of the following would be in its best interests, the State may: a) waive any formality; b) amend the solicitation; c) cancel or terminate this RFP; d) reject any or all offers received in response to this RFP; e) waive any undesirable, inconsequential, or inconsistent provisions of this RFP; f) if the response to this solicitation demonstrate a lack of competition, negotiate directly with one or more Vendors; g) not award, or if awarded, terminate any contract if the State determines adequate State funds are not available; or h) if all offers are found non-responsive, determine whether Waiver of Competition criteria may be satisfied, and if so, negotiate with one or more known sources of supply. 6.1.3 SOLICITATION AMENDMENTS OR REVISIONS Any and all amendments or revisions to this document shall be made by written addendum from the Agency Procurement Office. If either a unit price or extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 6.1.4 ORAL EXPLANATIONS The State will not be bound by oral explanations or instructions given at any time during the bidding process or after award. Vendor contact regarding this RFP with anyone other than the State’s contact person may be grounds for rejection of said Vendor’s offer. Agency contact regarding this RFP with any Vendor may be grounds for cancellation of this RFP. 6.1.5 E-PROCUREMENT This is an E-Procurement solicitation. See Attachment B, paragraph #38 of the attached North Carolina Department of Information Technology Terms and Conditions. The Terms and Conditions made part of this solicitation contain language necessary for the implementation of North Carolina’s statewide E-Procurement initiative. It is the Vendor’s Page 15 of 50 Rev. 2022.02.15 responsibility to read these terms and conditions carefully and to consider them in preparing the offer. By signature, the Vendor acknowledges acceptance of all terms and conditions including those related to E-Procurement. a) General information on the E-Procurement service can be found at http://eprocurement.nc.gov/ b) Within two days after notification of award of a contract, the Vendor must register in NC E- Procurement @ Your Service at the following website: http://eprocurement.nc.gov/Vendor.html c) As of the RFP submittal date, the Vendor must be current on all E-Procurement fees. If the Vendor is not current on all E-Procurement fees, the State may disqualify the Vendor from participation in this RFP. 6.1.6 PROTEST PROCEDURES Protests of awards exceeding $25,000 in value must be submitted to the issuing Agency at the address given on the first page of this document. Protests must be received in the purchasing agency’s office within fifteen (15) calendar days from the date of this RFP award and provide specific reasons and any supporting documentation for the protest. All protests are governed by Title 9, Department of Information Technology (formerly Office of Information Technology Services), Subchapter 06B Sections .1101 - .1121. 6.2 GENERAL INSTRUCTIONS FOR VENDOR 6.2.1 SITE VISIT OR PRE-OFFER CONFERENCE: RESERVED 6.2.2 QUESTIONS CONCERNING THE RFP All inquiries regarding the RFP specifications or requirements are to be addressed to the contact person listed on Page One of the RFP. Vendor contact regarding this RFP with anyone other than the individual listed on Page One of this RFP may be grounds for rejection of said Vendor’s offer. Written questions concerning this RFP will be received until April, 21 2022 at 2:00 pm Eastern Time. They must be sent via email to bonnie.ogden@cpcc.edu. Please enter “Questions RFP 88-220086- BO” as the subject for the email. Questions should be submitted in the following format: REFERENCE VENDOR QUESTION RFP Section, Page Number 6.2.3 ADDENDUM TO RFP If a pre-offer conference is held or written questions are received prior to the submission date, an addendum comprising questions submitted and responses to such questions, or any additional terms deemed necessary by the State will be posted to the Interactive Purchasing System (IPS), https://www.ips.state.nc.us/ips/, and shall become an Addendum to this RFP. Vendors’ questions posed orally at any pre-offer conference must be reduced to writing by the Vendor and provided to the Purchasing Officer as directed by said Officer. Oral answers are not binding on the State. Critical updated information may be included in these Addenda. It is important that all Vendors bidding on this RFP periodically check the State website for any and all Addenda that may be issued prior to the offer opening date. 6.2.4 COSTS RELATED TO OFFER SUBMISSION Costs for developing and delivering responses to this RFP and any subsequent presentations of the offer as requested by the State are entirely the responsibility of the Vendor. The State is not liable for any expense incurred by the Vendors in the preparation and presentation of their offers. http://eprocurement.nc.gov/ http://eprocurement.nc.gov/Vendor.html mailto:bonnie.ogden@cpcc.edu https://www.ips.state.nc.us/ips/ Page 16 of 50 Rev. 2022.02.15 All materials submitted in response to this RFP become the property of the State and are to be appended to any formal documentation, which would further define or expand any contractual relationship between the State and the Vendor resulting from this RFP process. 6.2.5 VENDOR ERRATA AND EXCEPTIONS Any errata or exceptions to the State’s requirements and specifications may be presented on a separate page labeled “Exceptions to Requirements and Specifications”. Include references to the corresponding requirements and specifications of the Solicitation. Any deviations shall be explained in detail. The Vendor shall not construe this paragraph as inviting deviation or implying that any deviation will be acceptable. Offers of alternative or non-equivalent goods or services may be rejected if not found substantially conforming; and if offered, must be supported by independent documentary verification that the offer substantially conforms to the specified goods or services specification. If a vendor materially deviates from RFP requirements or specifications, its offer may be determined to be non-responsive by the State. Offers conditioned upon acceptance of Vendor Errata or Exceptions may be determined to be non- responsive by the State. 6.2.6 ALTERNATE OFFERS The Vendor may submit alternate offers for various levels of service(s) or products meeting specifications. Alternate offers must specifically identify the RFP specifications and advantage(s) addressed by the alternate offer. Any alternate offers must be clearly marked with the legend as shown herein. Each offer must be for a specific set of Services or products and offer at specific pricing. If a Vendor chooses to respond with various service or product offerings, each must be an offer with a different price and a separate RFP offer. Vendors may also provide multiple offers for software or systems coupled with support and maintenance options, provided, however, all offers must satisfy the specifications. Alternate offers must be submitted in a separate document and clearly marked “Alternate Offer for ‘name of Vendor’” and numbered sequentially with the first offer if separate offers are submitted. 6.2.7 MODIFICATIONS TO OFFER An offer may not be unilaterally modified by the Vendor. 6.2.8 BASIS FOR REJECTION Pursuant to 9 NCAC 06B.0401, the State reserves the right to reject any and all offers, in whole or in part; by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered; non-compliance with the specifications or intent of this solicitation; lack of competitiveness; error(s) in specifications or indications that revision would be advantageous to the State; cancellation or other changes in the intended project, or other determination that the proposed specification is no longer needed; limitation or lack of available funds; circumstances that prevent determination of the best offer; or any other determination that rejection would be in the best interest of the State. 6.2.9 NON-RESPONSIVE OFFERS Vendor offers will be deemed non-responsive by the State and will be rejected without further consideration or evaluation if statements such as the following are included: ● “This offer does not constitute a binding offer”, ● “This offer will be valid only if this offer is selected as a finalist or in the competitive range”, ● “The Vendor does not commit or bind itself to any terms and conditions by this submission”, ● “This document and all associated documents are non-binding and shall be used for discussion purposes only”, ● “This offer will not be binding on either party until incorporated in a definitive agreement signed by authorized representatives of both parties”, or ● A statement of similar intent 6.2.10 VENDOR REGISTRATION WITH THE SECRETARY OF STATE Page 17 of 50 Rev. 2022.02.15 Vendors do not have to be registered with the NC Secretary of State to submit an offer; however, in order to receive an award/contract with the State, they must be registered. Registration can be completed at the following website: https://www.sosnc.gov/Guides/launching_a_business 6.2.11 VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM The NC electronic Vendor Portal (eVP) allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and Services available on the Interactive Purchasing System at the following website: https://www.ips.state.nc.us/ips/. This RFP is available electronically on the Interactive Purchasing System at https://www.ips.state.nc.us/ips/. 6.2.12 VENDOR POINTS OF CONTACT CONTACTS AFTER CONTRACT AWARD: Below are the Vendor Points of Contact to be used after award of the contract. VENDOR CONTRACTUAL POINT OF CONTACT VENDOR TECHNICAL POINT OF CONTACT Vendor Name: ________________________ Address: _____________________________ _____________________________ Attention:_____________________________ (Assigned Contract Manager) Vendor Name:________________________ Address: ____________________________ _____________________________ Attention:____________________________ (Assigned Technical Lead) 6.3 INSTRUCTIONS FOR OFFER SUBMISSION 6.3.1 GENERAL INSTRUCTIONS FOR OFFER Vendors are strongly encouraged to adhere to the following general instructions in order to bring clarity and order to the offer and subsequent evaluation process: a) Organize the offer in the exact order in which the specifications are presented in the RFP. The Execution page of this RFP must be placed at the front of the Proposal. Each page should be numbered. The offer should contain a table of contents, which cross-references the RFP specification and the specific page of the response in the Vendor's offer. b) Provide complete and comprehensive responses with a corresponding emphasis on being concise and clear. Elaborate offers in the form of brochures or other presentations beyond that necessary to present a complete and effective offer are not desired. c) Clearly state your understanding of the problem(s) presented by this RFP including your proposed solution’s ability to meet the specifications, including capabilities, features, and limitations, as described herein, and provide a cost offer. d) Supply all relevant and material information relating to the Vendor’s organization, personnel, and experience that substantiates its qualifications and capabilities to perform the Services and/or provide the goods described in this RFP. If relevant and material information is not provided, the offer may be rejected from consideration and evaluation. e) Furnish all information requested; and if response spaces are provided in this document, the Vendor shall furnish said information in the spaces provided. Further, if required elsewhere in this RFP, each Vendor must submit with its offer sketches, descriptive literature and/or complete specifications covering the products offered. References to literature submitted with a previous offer will not satisfy this provision. Proposals that do not comply with these instructions may be rejected. https://www.sosnc.gov/Guides/launching_a_business https://www.ips.state.nc.us/ips https://www.ips.state.nc.us/ips/ Page 18 of 50 Rev. 2022.02.15 f) Any offer that does not adhere to these instructions may be deemed non-responsive and rejected on that basis. g) Only information that is received in response to this RFP will be evaluated. Reference to information previously submitted or Internet Website Addresses (URLs) will not suffice as a response to this solicitation. 6.3.2 OFFER ORGANIZATION Within each section of its offer, Vendor should address the items in the order in which they appear in this RFP. Forms, or attachments or exhibits, if any provided in the RFP, must be completed and included in the appropriate section of the offer. All discussion of offered costs, rates, or expenses must be presented in Section 4.0. Cost of Vendor’s Offer. The offer should be organized and indexed in the following format and should contain, at a minimum, all listed items below. a) Signed Execution Page b) Table of Contents c) Firm’s Tax Identification Info (Attachment D) d) Vendor Response to Specifications and Requirements e) Cost of Vendor’s Offer (Attachment E) f) Schedule of Offered Solution g) Signed Vendor Certification Form (Attachment F) h) Location of Workers Utilized by Vendor Form (Attachment G) i) References (Attachment H) j) Financial Statements (Attachment I) k) Errata and Exceptions, if any l) Vendor's License and Maintenance Agreements, if any m) Supporting material such as technical system documentation, training examples, etc. n) Vendor may attach other supporting materials that it feels may improve the quality of its response. These materials should be included as items in a separate appendix. o) Description of Vendor Submitting Offer Form (Attachment J) p) All pages of this solicitation document (including Attachments A, B, and C) 6.3.3 OFFER SUBMITTAL IMPORTANT NOTE: This is an absolute requirement. Vendor shall bear the risk for late submission due to unintended or unanticipated delay—whether submitted electronically, delivered by hand, U.S. Postal Service, courier or other delivery service. It is the Vendor’s sole responsibility to ensure its proposal has been received as described in this RFP by the specified time and date of opening. Any proposal received after the proposal deadline will be rejected. All proposal responses shall be submitted electronically via the North Carolina Business Invitation Delivery System (NC BIDS). For additional information, the NC BIDS for Vendors page includes online training videos and a link to NC BIDS FAQs for Vendors. Failure to submit a proposal in strict accordance with these instructions shall constitute sufficient cause to reject a vendor’s proposal(s). Vendors are strongly encouraged to allow sufficient time to upload proposals through https://ncadmin.nc.gov/nc-bids-vendors https://ncadmin.nc.gov/nc-bids-faqs-vendors Page 19 of 50 Rev. 2022.02.15 NC BIDS. Bids will only be accepted through NCBIDS. No emailed or physically delivered bid responses will be accepted. 7.0 OTHER REQUIREMENTS AND SPECIAL TERMS 7.1 VENDOR UTILIZATION OF WORKERS OUTSIDE OF U.S. In accordance with N.C.G.S. §143B-1361(b), the Vendor must detail the manner in which it intends to utilize resources or workers in the RFP response. The State of North Carolina will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award for any such Vendor’s offer. Complete ATTACHMENT G - Location of Workers Utilized by Vendor and submit with your offer. 7.2 FINANCIAL STATEMENTS The Vendor shall provide evidence of financial stability by returning with its offer 1) completed Financial Review Form (Attachment I), and 2) copies of Financial Statements as further described hereinbelow. As used herein, Financial Statements shall exclude tax returns and compiled statements. a) For a publicly traded company, Financial Statements for the past three (3) fiscal years, including at a minimum, income statements, balance sheets, and statement of changes in financial position or cash flows. If three (3) years of financial statements are not available, this information shall be provided to the fullest extent possible, but not less than one year. If less than 3 years, the Vendor must explain the reason why they are not available. b) For a privately held company, when certified audited financial statements are not prepared: a written statement from the company’s certified public accountant stating the financial condition, debt-to-asset ratio for the past three (3) years and any pending actions that may affect the company’s financial condition. c) The State may, in its sole discretion, accept evidence of financial stability other than Financial Statements for the purpose of evaluating Vendors’ responses to this RFP. The State reserves the right to determine whether the substitute information meets the requirements for Financial Information sufficiently to allow the State to evaluate the sufficiency of financial resources and the ability of the business to sustain performance of this RFP award. Scope Statements issued may require the submission of Financial Statements and specify the number of years to be provided, the information to be provided, and the most recent date required. 7.3 FINANCIAL RESOURCES ASSESSMENT, QUALITY ASSURANCE, PERFORMANCE AND RELIABILITY: RESERVED 7.4 VENDOR’S LICENSE OR SUPPORT AGREEMENTS Vendor should present its license or support agreements for review and evaluation. Terms offered for licensing and support of Vendors’ proprietary assets will be considered. The terms and conditions of the Vendor’s standard services, license, maintenance or other agreement(s) applicable to Services, Software and other Products acquired under this RFP may apply to the extent such terms and conditions do not materially change the terms and conditions of this RFP. In the event of any conflict between the terms and conditions of this RFP and the Vendor’s standard agreement(s), the terms and conditions of this RFP relating to audit and records, jurisdiction, choice of law, the State’s electronic procurement application of law or administrative rules, the remedy for intellectual property infringement and the exclusive remedies and limitation of liability in the DIT Terms and Conditions herein shall apply in all cases and supersede any provisions contained in the Vendor’s relevant standard agreement or any other agreement. The State shall not be obligated under any standard license and/or maintenance or other Vendor agreement(s) to indemnify or hold harmless the Vendor, its licensors, successors or assigns, nor arbitrate any dispute, nor pay late fees, penalties, legal fees or other similar costs. Page 20 of 50 Rev. 2022.02.15 7.5 RESELLERS: RESERVED 7.6 DISCLOSURE OF LITIGATION: RESERVED 7.7 CRIMINAL CONVICTION: RESERVED 7.8 SECURITY AND BACKGROUND CHECKS: The Agency reserves the right to conduct a security background check or otherwise approve any employee or agent provided by the Vendor, and to refuse access to or require replacement of any such personnel for cause, including, but not limited to, technical or training qualifications, quality of work or change in security status or non-compliance with the Agency’s security or other similar requirements. All State and Vendor personnel that have access to data restricted by the State Security Manual and Policies must have a security background check performed. The Vendors are responsible for performing all background checks of their workforce and subcontractors. The State reserves the right to check for non-compliance. 7.9 ASSURANCES In the event that criminal or civil investigation, litigation, arbitration or other proceedings disclosed to the State pursuant to this Section, or of which the State otherwise becomes aware, during the term of the Agreement, causes the State to be reasonably concerned about: a) the ability of the Vendor or its subcontractor to continue to perform the Agreement in accordance with its terms and conditions, or b) whether the Vendor or its subcontractor in performing Services is engaged in conduct which is similar in nature to conduct alleged in such investigation, litigation, arbitration or other proceedings, which conduct would constitute a breach of the Agreement or violation of law, regulation or public policy, then the Vendor shall be required to provide the State all reasonable assurances requested by the State to demonstrate that: the Vendor or its subcontractors hereunder will be able to continue to perform the Agreement in accordance with its terms and conditions, and the Vendor or its subcontractors will not engage in conduct in performing Services under the Agreement which is similar in nature to the conduct alleged in any such litigation, arbitration or other proceedings. 7.10 CONFIDENTIALITY OF OFFERS All offers and any other RFP responses shall be made public as required by the NC Public Records Act and GS 143B-1350. Vendors may mark portions of offers as confidential or proprietary, after determining that such information is excepted from the NC Public Records Act, provided that such marking is clear and unambiguous and preferably at the top and bottom of each page containing confidential information. Standard restrictive legends appearing on every page of an offer are not sufficient and shall not be binding upon the State. Certain State information is not public under the NC Public Records Act and other laws. Any such information which the State designates as confidential and makes available to the Vendor in order to respond to the RFP or carry out the Agreement, or which becomes available to the Vendor in carrying out the Agreement, shall be protected by the Vendor from unauthorized use and disclosure. The Vendor shall not be required under the provisions of this section to keep confidential, (1) information generally available to the public, (2) information released by the State generally, or to the Vendor without restriction, (3) information independently developed or acquired by the Vendor or its personnel without reliance in any way on otherwise protected information of the State. Notwithstanding the foregoing restrictions, the Vendor and its personnel may use and disclose any information which it is otherwise required by law to disclose, but in each case only after the State has been so notified, and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. 7.11 PROJECT MANAGEMENT All project management and coordination on behalf of the Agency shall be through a single point of contact designated as the Agency Project Manager. The Vendor shall designate a Vendor Project Page 21 of 50 Rev. 2022.02.15 Manager who will provide a single point of contact for management and coordination of the Vendor’s work. All work performed pursuant to the Agreement shall be coordinated between the Agency Project Manager and the Vendor Project Manager. 7.12 MEETINGS The Vendor is required to meet with Agency personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the Agreement. Meetings will occur as problems arise and will be coordinated by Agency. The Vendor will be given reasonable and sufficient notice of meeting dates, times, and locations. Face to face meetings are desired. However, at the Vendor’s option and expense, a conference call meeting may be substituted. 7.13 RECYCLING AND SOURCE REDUCTION It is the policy of this State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable, and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of goods purchased. However, no sacrifice in quality of packaging will be acceptable. The Vendor remains responsible for providing packaging that will protect the commodity and contain it for its intended use. Vendors are strongly urged to bring to the attention of the purchasers at the NCDIT Statewide IT Procurement Office those products or packaging they offer which have recycled content and that are recyclable. 7.14 SPECIAL TERMS AND CONDITIONS:RESERVED Page 22 of 50 Rev. 2022.02.15 ATTACHMENT A: DEFINITIONS 1) 24x7: A statement of availability of systems, communications, and/or supporting resources every hour (24) of each day (7 days weekly) throughout every year for periods specified herein. Where reasonable downtime is accepted, it will be stated herein. Otherwise, 24x7 implies NO loss of availability of systems, communications, and/or supporting resources. 2) Cybersecurity Incident (GS 143B-1320): An occurrence that: a. Actually or imminently jeopardizes, without lawful authority, the integrity, confidentiality, or availability of information or an information system; or b. Constitutes a violation or imminent threat of violation of law, security policies, privacy policies, security procedures, or acceptable use policies. 3) Deliverables: Deliverables, as used herein, shall comprise all Hardware, Vendor Services, professional Services, Software and provided modifications to any Software, and incidental materials, including any goods, Software or Services access license, data, reports and documentation provided or created during the performance or provision of Services hereunder. Deliverables include “Work Product” and means any expression of Licensor’s findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, enhancements, and other technical information; but not source and object code or software. 4) Goods: Includes intangibles such as computer software; provided, however that this definition does not modify the definition of “goods” in the context of N.C.G.S. §25-2-105 (UCC definition of goods). 5) NCDIT or DIT: The NC Department of Information Technology. 6) Open Market Contract: A contract for the purchase of goods or Services not covered by a term, technical, or convenience contract. 7) Reasonable, Necessary or Proper: as used herein shall be interpreted solely by the State of North Carolina. 8) Request for Proposal (RFP): The RFP is a formal, written solicitation document typically used for seeking competition and obtaining offers for more complex services or a combination of goods and services. The RFP is used when the value is over $10,000. This document contains specifications of the RFP, instructions to bidders and the standard IT Terms and Conditions for Goods and Related Services. User should add Supplemental Terms and Conditions for Software and Services, when applicable. 9) Security Breach: As defined in N.C.G.S. §75-61. 10) Significant Security Incident (GS 143B-1320): A cybersecurity incident that is likely to result in demonstrable harm to the State's security interests, economy, critical infrastructure, or to the public confidence, civil liberties, or public health and safety of the residents of North Carolina. A significant cybersecurity incident is determined by the following factors: a. Incidents that meet thresholds identified by the Department jointly with the Department of Public Safety that involve information: i. That is not releasable to the public and that is restricted or highly restricted according to Statewide Data Classification and Handling Policy; or ii. That involves the exfiltration, modification, deletion, or unauthorized access, or lack of availability to information or systems within certain parameters to include (i) a specific threshold of number of records or users affected as defined in G.S. 75-65 or (ii) any additional data types with required security controls. b. Incidents that involve information that is not recoverable or cannot be recovered within defined time lines required to meet operational commitments defined jointly by the State agency and the Page 23 of 50 Rev. 2022.02.15 Department or can be recovered only through additional measures and has a high or medium functional impact to the mission of an agency. 11) Vendor: Company, firm, corporation, partnership, individual, etc., submitting an offer in response to a solicitation. Page 24 of 50 Rev. 2022.02.15 ATTACHMENT B: DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS Section 1. General Terms and Conditions Applicable to All Purchases 1) DEFINITIONS: a) “Data” includes means information, formulae, algorithms, or other content that the State, the State’s employees, agents and end users upload, create or modify using the Services pursuant to this Agreement. Data also includes user identification information and metadata which may contain Data or from which the State’s Data may be ascertainable. b) Deliverable/Product Warranties shall mean and include the warranties provided for products or deliverables licensed to the State as included in Paragraph 7) c) of these Terms and Conditions unless superseded by a Vendor’s Warranties pursuant to Vendor’s License or Support Agreements. c) “Services” shall mean the duties and tasks undertaken by the Vendor to fulfill the requirements and specifications of this solicitation, including, without limitation, providing web browser access by authorized users to certain Vendor online software applications identified herein, and to related services, such as Vendor hosted Computer storage, databases, Support, documentation, and other functionalities, all as a Software as a Service (“SaaS”) solution. d) “State” shall mean the State of North Carolina, the Department of Information Technology as an agency, or the agency identified in this solicitation as the Purchasing Agency and Award Authority. e) “Support” includes provision of ongoing updates and maintenance for the Vendor online software applications, and as may be specified herein, consulting, training and other support Services as provided by the Vendor for SaaS tenants receiving similar SaaS Services. 2) ACCESS AND USE OF SAAS SERVICES: a) Vendor grants the State a personal non-transferable and non-exclusive right to use and access, all Services and other functionalities or services provided, furnished or accessible under this Agreement. The State may utilize the Services as agreed herein and in accordance with any mutually agreed Acceptable Use Policy. The State is authorized to access State Data and any Vendor- provided data as specified herein and to transmit revisions, updates, deletions, enhancements, or modifications to the State Data. This shall include the right of the State to, and access to, Support without the Vendor requiring a separate maintenance or support agreement. Subject to an agreed limitation on the number of users, the State may use the Services with any computer, computer system, server, or desktop workstation owned or utilized by the State or other authorized users. User access to the Services shall be routinely provided by the Vendor and may be subject to a more specific Service Level Agreement (SLA) agreed to in writing by the parties. The State shall notify the Vendor of any unauthorized use of any password or account, or any other known or suspected breach of security access. The State also agrees to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse compilation to derive a source code equivalent to the Services or any portion thereof. Use of the Services to perform services for commercial third parties (so- called “service bureau” uses) is not permitted, but the State may utilize the Services to perform its governmental functions. If the Services fees are based upon the number of Users and/or hosted instances, the number of Users/hosted instances available may be adjusted at any time (subject to the restrictions on the maximum number of Users specified in the Furnish and Deliver Table herein above) by mutual agreement and State Procurement approval. All Services and information designated as “confidential” or “proprietary” shall be kept in confidence except as may be required by the North Carolina Public Records Act: N.C.G.S. § 132-1, et. seq. b) The State’s access license for the Services and its associated services neither transfers, vests, nor infers any title or other ownership right in any intellectual property rights of the Vendor or any third party, nor does this license transfer, vest, or infer any title or other ownership right in any source code associated with the Services unless otherwise agreed to by the parties. The provisions of this paragraph will not be construed as a sale of any ownership rights in the Services. Any Services or technical and business information owned by Vendor or its suppliers or licensors made accessible or furnished to the State shall be and remain the property of the Vendor or such other party, respectively. Vendor has a limited, non-exclusive license to access and use the State Data as provided to Vendor, but solely for performing its obligations under this Agreement and in confidence as provided herein. Page 25 of 50 Rev. 2022.02.15 c) Vendor or its suppliers shall at minimum, and except as otherwise agreed, provide telephone assistance to the State for all Services procured hereunder during the State’s normal business hours (unless different hours are specified herein). Vendor warrants that its Support and customer service and assistance will be performed in accordance with generally accepted industry standards. The State has the right to receive the benefit of upgrades, updates, maintenance releases or other enhancements or modifications made generally available to Vendor’s SaaS tenants for similar Services. Vendor’s right to a new use agreement for new version releases of the Services shall not be abridged by the foregoing. Vendor may, at no additional charge, modify the Services to improve operation and reliability or to meet legal requirements. d) Vendor will provide to the State the same Services for updating, maintaining and continuing optimal performance for the Services as provided to other similarly situated users or tenants of the Services, but minimally as provided for and specified herein. Unless otherwise agreed in writing, Support will also be provided for any other (e.g., third–party) software provided by the Vendor in connection with the Vendor’s solution herein. The technical and professional activities required for establishing, managing, and maintaining the Services environment are the responsibilities of the Vendor. Any training specified herein will be provided by the Vendor to certain State users for the fees or costs as set forth herein or in an SLA. e) Services provided pursuant to this Solicitation may, in some circumstances, be accompanied by a user clickwrap agreement. The term clickwrap agreement refers to an agreement that requires the end user to manifest his or her assent to terms and conditions by clicking an “ok” or “agree” button on a dialog box or pop-up window as part of the process of access to the Services. All terms and conditions of any clickwrap agreement provided with any Services solicited herein shall have no force and effect and shall be non-binding on the State, its employees, agents, and other authorized users of the Services. f) The Vendor may utilize partners and/or subcontractors to assist in the provision of the Services, so long as the State Data is not removed from the United States unless the terms of storage of the State Data are clearly disclosed, the security provisions referenced herein can still be complied with, and such removal is done with the prior express written permission of the State. The Vendor shall identify all of its strategic business partners related to Services provided under this contract, including but not limited to, all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Vendor, who will be involved in any application development and/or operations. g) Vendor warrants that all Services will be performed with professional care and skill, in a workmanlike manner and in accordance with the Services documentation and this Agreement. h) An SLA or other agreed writing shall contain provisions for scalability of Services and any variation in fees or costs as a result of any such scaling. i) Professional services provided by the Vendor at the request by the State in writing in addition to agreed Services shall be at the then-existing Vendor hourly rates when provided, unless otherwise agreed in writing by the parties. 3) WARRANTY OF NON-INFRINGEMENT; REMEDIES. a) Vendor warrants to the best of its knowledge that: i) The Services do not infringe any intellectual property rights of any third party; and ii) There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party; b) Should any Services supplied by Vendor become the subject of a claim of infringement of a patent, copyright, Trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the Services, or replace or modify the same to become noninfringing. If neither of these options can reasonably be taken in Vendor’s judgment, or if further use shall be prevented by injunction, the Vendor agrees to cease provision of any affected Services, and refund any sums the State has paid Vendor and make every reasonable effort to assist the State in procuring substitute Services. If, in the sole opinion of the State, the cessation of use by the State of any such Services due to infringement issues makes the retention of other items acquired from the Vendor under this Agreement impractical, the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge; and Vendor agrees to refund any sums the State paid for unused Services. Page 26 of 50 Rev. 2022.02.15 c) The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Services supplied by the Vendor, their use or operation, infringes on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in a settlement against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and, ii) That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. d) Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s material alteration of any Vendor- branded Services, or from the continued use of the good(s) or Services after receiving notice they infringe on a trade secret of a third party. 4) ACCESS AVAILABILITY; REMEDIES: a) The Vendor warrants that the Services will be in good working order, and operating in conformance with Vendor’s standard specifications and functions as well as any other specifications agreed to by the parties in writing, and shall remain accessible 24/7, with the exception of scheduled outages for maintenance and of other service level provisions agreed in writing, e.g., in an SLA. Vendor does not warrant that the operation of the Services will be completely uninterrupted or error free, or that the Services functions will meet all the State’s requirements, unless developed as Customized Services. b) The State shall notify the Vendor if the Services are not in good working order or inaccessible during the term of the Agreement. Vendor shall, at its option, either repair, replace or reperform any Services reported or discovered as not being in good working order and accessible during the applicable contract term without cost to the State. If the Services monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime), the State shall be entitled to receive automatic credits as indicated immediately below, or the State may use other contractual remedies such as recovery of damages, as set forth herein in writing, e.g., in Specifications, Special Terms or in an SLA, and as such other contractual damages are limited by N.C.G.S. §143B- 1350(h1) and the Limitation of Liability paragraph below. If not otherwise provided, the automatic remedies for nonavailability of the Subscription Services during a month are: 1. A 10% service credit applied against future fees if Vendor does not reach 99.9% availability. 2. A 25% service credit applied against future fees if Vendor does not reach 99% availability. 3. A 50% service credit applied against future fees or eligibility for early termination of the Agreement if Vendor does not reach 95% availability. If, however, Services meet the 99.9% service availability level for a month, but are not available for a consecutive120 minutes during that month, the Vendor shall grant to the State a credit of a pro-rated one-day of the monthly subscription Services fee against future Services charges. Such credit(s) shall be applied to the bill immediately following the month in which Vendor failed to meet the performance requirements or other service levels, and the credit will continue to be deducted from the monthly invoice for each prior month that Vendor fails to meet the support response times for the remainder of the duration of the Agreement. If Services monthly availability averages less than 99.9% (excluding agreed- upon maintenance downtime), for three (3) or more months in a rolling twelve- month period, the State may also terminate the contract for material breach in accordance with the Default provisions hereinbelow. c) Support Services. If Vendor fails to meet Support Service response times as set forth herein or in an SLA for a period of three consecutive months, a 10% service credit will be deducted from the invoice in the month immediately following the third month, and the 10% service credit will continue to be deducted from the monthly invoice for each month that Vendor fails to meet the support response times for the remainder of the duration of the Agreement. Page 27 of 50 Rev. 2022.02.15 5) EXCLUSIONS: a) Except as stated above in Paragraphs 3 and 4, Vendor and its parent, subsidiaries and affiliates, subcontractors and suppliers make no warranties, express or implied, as to the Services. b) The warranties provided in Paragraphs 3 and 4 above do not cover repair for damages, malfunctions or service failures substantially caused by: i) Actions of non-Vendor personnel; ii) Failure to follow Vendor’s written instructions relating to the Services provided to the State; or iii) Force Majeure conditions set forth hereinbelow. iv) The State’s sole misuse of, or its own inability to use, the Services. 6) PERFORMANCE REVIEW AND ACCOUNTABILITY. N.C.G.S. § 143B-1340(f) and 09 NCAC 06B.1207 require provisions for performance review and accountability in State IT contracts. For this procurement, these shall include the holding a retainage of 10% of the contract value and withholding the final payment contingent on final acceptance by the State as provided in 09 NCAC 06B.1207(3) and (4), unless waived or otherwise agreed, in writing. The Services herein will be provided consistent with and under these Services performance review and accountability guarantees. 7) LIMITATION OF LIABILITY: Limitation of Vendor’s Contract Damages Liability: a) Where Services are under the State’s exclusive management and control, the Vendor shall not be liable for direct damages caused by the State’s failure to fulfill any State responsibilities of assuring the proper use, management and supervision of the Services and programs, audit controls, operating methods, office procedures, or for establishing all proper checkpoints necessary for the State’s intended use of the Services. b) The Vendor’s liability for damages to the State arising under the contract shall be limited to two times the value of the Contract. c) The foregoing limitation of liability shall not apply to claims covered by other specific provisions including but not limited to Service Level Agreement or Deliverable/Product Warranty compliance, or to claims for injury to persons or damage to tangible personal property, gross negligence or willful or wanton conduct. This limitation of liability does not apply to contributions among joint tortfeasors under N.C.G.S. 1B-1 et seq., the receipt of court costs or attorney’s fees that might be awarded by a court in addition to damages after litigation based on this Contract. For avoidance of doubt, the Parties agree that the Service Level Agreement and Deliverable/Product Warranty Terms in the Contract are intended to provide the sole and exclusive remedies available to the State under the Contract for the Vendor’s failure to comply with the requirements stated therein. 8) VENDOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY: a) The Vendor shall be liable for damages arising out of personal injuries and/or damage to real or tangible personal property of the State, employees of the State, persons designated by the State for training, or person(s) other than agents or employees of the Vendor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Vendor’s site or at the State’s place of business, provided that the injury or damage was caused by the fault or negligence of the Vendor. b) The Vendor agrees to indemnify, defend and hold the Agency and the State and its Officers, employees, agents and assigns harmless from any liability relating to personal injury or injury to real or personal property of any kind, accruing or resulting to any other person, firm or corporation furnishing or supplying work, Services, materials or supplies in connection with the performance of this Agreement, whether tangible or intangible, arising out of the ordinary negligence, willful or wanton negligence, or intentional acts of the Vendor, its officers, employees, agents, assigns or subcontractors. c) Vendor shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the Vendor. 9) MODIFICATION OF SERVICES: If Vendor modifies or replaces the Services provided to the State and other tenants, and if the State has paid all applicable Subscription Fees, the State shall be entitled to receive, at no additional charge, access to a newer version of the Services that supports substantially the same functionality as the then accessible version of the Services. Newer versions of the Services containing substantially increased functionality may be made available to the State for an additional Page 28 of 50 Rev. 2022.02.15 subscription fee. In the event of either of such modifications, the then accessible version of the Services shall remain fully available to the State until the newer version is provided to the State and accepted. If a modification materially affects the functionality of the Services as used by the State, the State, at its sole option, may defer such modification. 10) TRANSITION PERIOD: a) For ninety (90) days, either prior to the expiration date of this Agreement, or upon notice of termination of this Agreement, Vendor shall assist the State, upon written request, in extracting and/or transitioning all Data in the format determined by the State (“Transition Period”). b) The Transition Period may be modified in an SLA or as agreed upon in writing by the parties in a contract amendment. c) During the Transition Period, Services access shall continue to be made available to the State without alteration. d) Vendor agrees to compensate the State for damages or losses the State incurs as a result of Vendor’s failure to comply with this Transition Period section in accordance with the Limitation of Liability provisions above. e) Upon termination, and unless otherwise stated in an SLA, and after providing the State Data to the State as indicated above in this section with acknowledged receipt by the State in writing, the Vendor shall permanently destroy or render inaccessible any portion of the State Data in Vendor’s and/or subcontractor’s possession or control following the completion and expiration of all obligations in this section. Within thirty (30) days, Vendor shall issue a written statement to the State confirming the destruction or inaccessibility of the State’s Data. f) The State at its option, may purchase additional Transition services as may be agreed upon in a supplemental agreement. 11) TRANSPORTATION: Transportation charges for any Deliverable sent to the State other than electronically or by download, shall be FOB Destination unless delivered by internet or file-transfer as agreed by the State, or otherwise specified in the solicitation document or purchase order. 12) TRAVEL EXPENSES: All travel expenses should be included in the Vendor’s proposed costs. Separately stated travel expenses will not be reimbursed. In the event that the Vendor may be eligible to be reimbursed for travel expenses specifically agreed to in writing and arising under the performance of this Agreement, reimbursement will be at the out-of-state rates set forth in G.S. §138-6; as amended from time to time. Vendor agrees to use the lowest available airfare not requiring a weekend stay and to use the lowest available rate for rental vehicles. All Vendor incurred travel expenses shall be billed on a monthly basis, shall be supported by receipt and shall be paid by the State within thirty (30) days after invoice approval. Travel expenses exceeding the foregoing rates shall not be paid by the State. The State will reimburse travel allowances only for days on which the Vendor is required to be in North Carolina performing Services under this Agreement. 13) PROHIBITION AGAINST CONTINGENT FEES AND GRATUITIES: Vendor warrants that it has not paid, and agrees not to pay, any bonus, commission, fee, or gratuity to any employee or official of the State for the purpose of obtaining any contract or award issued by the State. Subsequent discovery by the State of non-compliance with these provisions shall constitute sufficient cause for immediate termination of all outstanding Agreements with the Vendor. Violations of this provision may result in debarment of the Vendor(s) or Vendor(s) as permitted by 9 NCAC 06B.1207, or other provision of law. 14) AVAILABILITY OF FUNDS: Any and all payments by the State are expressly contingent upon and subject to the appropriation, allocation and availability of funds to the State for the purposes set forth in this Agreement. If this Agreement or any Purchase Order issued hereunder is funded in whole or in part by federal funds, the State’s performance and payment shall be subject to and contingent upon the continuing availability of said federal funds for the purposes of the Agreement or Purchase Order. If the term of this Agreement extends into fiscal years subsequent to that in which it is approved such continuation of the Agreement is expressly contingent upon the appropriation, allocation, and availability of funds by the N.C. Legislature for the purposes set forth in the Agreement. If funds to effect payment are not available, the State will provide written notification to Vendor. If the Agreement is terminated under this paragraph, Vendor agrees to terminate any Services supplied to the State under this Agreement, and relieve the State of any further obligation thereof. The State shall remit payment for Services accepted on or prior to the date of the aforesaid notice in conformance with the payment terms. Page 29 of 50 Rev. 2022.02.15 15) PAYMENT TERMS: a) Payment may be made by the State in advance of or in anticipation of subscription Services to be actually performed under the Agreement or upon proper invoice for other Services rendered. Payment terms are Net 30 days after receipt of correct invoice. Initial payments are to be made after final acceptance of the Services. Payments are subject to any retainage requirements herein. The Purchasing State Agency is responsible for all payments under the Agreement. Subscription fees for term years after the initial year shall be as quoted under State options herein, but shall not increase more that 5% over the prior term, except as the parties may have agreed to an alternate formula to determine such increases in writing. No additional charges to the State will be permitted based upon, or arising from, the State’s use of a Business Procurement Card. The State may exercise any and all rights of Set Off as permitted in Chapter 105A-1 et seq. of the N.C. General Statutes and applicable Administrative Rules. b) Upon Vendor’s written request of not less than 30 days and approval by the State, the State may: i) Forward the Vendor’s payment check(s) directly to any person or entity designated by the Vendor, or ii) Include any person or entity designated in writing by Vendor as a joint payee on the Vendor’s payment check(s), however, iii) In no event shall such approval and action obligate the State to anyone other than the Vendor and the Vendor shall remain responsible for fulfillment of all Agreement obligations. c) For any third party software licensed by Vendor or its subcontractors for use by the State, a copy of the software license including terms acceptable to the State, an assignment acceptable to the State, and documentation of license fees paid by the Vendor must be provided to the State before any related license fees or costs may be billed to the State. d) An undisputed invoice is an invoice for which the State and/or the Purchasing State Agency has not disputed in writing within thirty (30) days from the invoice date, unless the agency requests more time for review of the invoice. Upon Vendor’s receipt of a disputed invoice notice, Vendor will work to correct the applicable invoice error, provided that such dispute notice shall not relieve the State or the applicable Purchasing State Agency from its payment obligations for the undisputed items on the invoice or for any disputed items that are ultimately corrected. The Purchasing State Agency is not required to pay the Vendor for any Software or Services provided without a written purchase order from the appropriate Purchasing State Agency. In addition, all such Services provided must meet all terms, conditions, and specifications of this Agreement and purchase order and be accepted as satisfactory by the Purchasing State Agency before payment will be issued. e) The Purchasing State Agency shall release any amounts held as retainages for Services completed within a reasonable period after the end of the period(s) or term(s) for which the retainage was withheld. Payment retainage shall apply to all invoiced items, excepting only such items as Vendor obtains from Third Parties and for which costs are chargeable to the State by agreement of the Parties. The Purchasing State Agency, in its sole discretion, may release retainages withheld from any invoice upon acceptance of the Services identified or associated with such invoices. 16) ACCEPTANCE CRITERIA: a) Initial acceptance testing is required for all Vendor supplied Services before going live, unless provided otherwise in the solicitation documents or a Statement of Work. The State may define such processes and procedures as may be necessary or proper, in its opinion and discretion, to ensure compliance with the State’s specifications and Vendor’s technical representations. Acceptance of Services may be controlled by additional written terms as agreed by the parties. b) After initial acceptance of Services, the State shall have the obligation to notify Vendor, in writing and within ten (10) days following provision of any Deliverable described in the contract if it is not acceptable. The notice shall specify in reasonable detail the reason(s) a Deliverable is unacceptable. Acceptance by the State of any Vendor re-performance or correction shall not be unreasona