DIGITAL MARKETING SERVICES

RFP 121-121621CW Page 1 of 50 Rev. 2021.06.04 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 Rowan-Cabarrus 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 ROWAN-CABARRUS COMMUNITY COLLEGE USE ONLY Offer accepted and contract awarded this date, , as indicated on attached certification, by (Authorized representative of Rowan-Cabarrus Community College). STATE OF NORTH CAROLINA REQUEST FOR PROPOSAL NO. 121-121621CW Rowan-Cabarrus Community College Department of Marketing and Communication Offers will be publicly opened: 07/21/2022 Issue Date: 06/27/2022 Refer ALL inquiries regarding this RFP to: Steve Childress steve.childress@rccc.edu 704-216-3790 Commodity Number: 801720 Description: Digital Marketing Services Purchasing Agency: Rowan-Cabarrus Community College Requisition No.: N/A mailto:steve.childress@rccc.edu RFP 121-121621CW Page 2 of 50 Rev. 2021.06.04 Table of Contents 1.0 Anticipated Procurement Schedule ............................................................................................. 4 2.0 Purpose of RFP ........................................................................................................................... 5 2.1 Introduction .............................................................................................................................. 5 2.2 Contract Term .......................................................................................................................... 5 2.3 Contract Type .......................................................................................................................... 5 2.4 Agency Background ................................................................................................................. 5 2.5 Problem Statement .................................................................................................................. 5 3.0 RFP requirements and Specifications ......................................................................................... 7 3.1 General requirements and Specifications ................................................................................ 7 3.2 Security Specifications ............................................................................................................. 9 3.3 Enterprise Specifications ......................................................................................................... 9 3.4 Business and Technical Requirements .................................................................................. 10 3.5 Business and Technical Specifications .................................................................................. 10 4.0 Cost of Vendor’s Offer ............................................................................................................... 11 4.1 Offer Costs ............................................................................................................................. 11 4.2 Payment Schedule ................................................................................................................. 11 5.0 Evaluation ................................................................................................................................. 12 5.1 Source Selection .................................................................................................................... 12 5.2 Evaluation Criteria.................................................................................................................. 12 5.3 Best and Final Offers (BAFO) ................................................................................................ 12 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 ................................................................................... 21 7.1 Vendor Utilization Of Workers Outside of U.S. ...................................................................... 21 7.2 Financial Statements ............................................................................................................. 21 7.3 Financial Resources Assessment, Quality Assurance, Performance and Reliability ............. 21 7.4 Vendor’s License or Support Agreements ............................................................................. 21 7.5 Resellers ................................................................................................................................ 22 7.6 Disclosure of Litigation ........................................................................................................... 22 7.7 Criminal Conviction ................................................................................................................ 22 7.8 Security and Background Checks .......................................................................................... 22 7.9 Assurances ............................................................................................................................ 23 7.10 Confidentiality of offers .......................................................................................................... 23 7.11 Project Management .............................................................................................................. 23 7.12 Meetings ................................................................................................................................ 23 7.13 Recycling and Source Reduction ........................................................................................... 23 7.14 Special Terms and Conditions ............................................................................................... 24 Attachment A: Definitions .................................................................................................................... 25 Attachment B: Department of Information Technology Terms and Conditions.................................... 26 Attachment C: Agency Terms and Conditions .................................................................................... 42 Attachment D: Description of Offeror .................................................................................................. 43 Attachment E: Cost Form .................................................................................................................... 45 RFP 121-121621CW Page 3 of 50 Rev. 2021.06.04 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 RFP 121-121621CW Page 4 of 50 Rev. 2021.06.04 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 06/27/2022 Written Questions Deadline Potential Vendors 7/07/2022 College’s Response to Written Questions/ RFP Addendum Issued Agency 07/13/2022 Offer Opening Deadline Vendor(s) 07/21/2022 Offer Evaluation Agency Begins 07/22/2022 Selection of Finalists Agency TBD Negotiations with Finalists Agency designees and selected Vendor(s) TBD Best and Final Offers Deadline from Finalists Selected Vendors TBD Contract Award Agency TBD Protest Deadline Responding Vendors 15 days after award RFP 121-121621CW Page 5 of 50 Rev. 2021.06.04 2.0 PURPOSE OF RFP 2.1 INTRODUCTION Rowan-Cabarrus Community College (RCCC) is seeking proposals from qualified advertising/digital marketing agencies to create, deploy and manage the digital marketing assets of the College. Agency must research, develop, execute and report to market and digitally advertise the College and its benefits to perspective students. The scope of services includes development of a strategic marketing plan; research and recommendations for placement of advertisements in media, and the distribution of such advertisements; creative design and production of materials to promote; creative concepting, production and execution of advertisements; and evaluation of content on the RCCC website. RCCC serves students and businesses located in Rowan and Cabarrus Counties through associate degree, diploma and certificate programs in addition to short-term and industry training for local businesses. The College also has programs for high school students, giving them opportunities to earn college credits prior to high school graduation. Programs include pathways for students intending to transfer to a four-year university or enter the workplace upon the completion of an associate degree. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. 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 through June 30, 2023 and will expire upon that date unless otherwise stated in the Notice of Award, or unless terminated earlier. The State retains the option to extend the Agreement for three (3) one- year periods at its sole discretion to continue with the same work with revisions as needed. 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 Definite Quantity Contract – This request is for a close-ended contract between the awarded Vendor and the State to furnish a pre-determined quantity of a good or service during a specified period of time. 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 Rowan-Cabarrus Community College serves the two counties of Rowan and Cabarrus as an educational leader in associate degrees, diplomas and certificates. We specialize in transfer programs, as well as industry trades and continuing education. The Marketing and Communications department creates, deploys and monitors all external communication and marketing efforts. 2.5 PROBLEM STATEMENT Rowan-Cabarrus Community College is seeking a vendor to collaborate alongside and consolidate its digital marketing efforts to allow for detailed measurable data, specific prospect targeting/retargeting, and higher conversion rates related to retention and new enrollment. The College is seeking a vendor to collaborate and RFP 121-121621CW Page 6 of 50 Rev. 2021.06.04 streamline its digital marketing efforts in order to better utilize market data in an effort to identify audiences and connect prospective students with community college resources. The College’s goal is to develop a comprehensive digital marketing presence that provides meaningful and measurable data as the College tracks student progress through the application, enrollment and graduation matriculation process. As Rowan- Cabarrus Community College continues its work to end the community college stigma and become the first choice for higher education, brand awareness and identity is more important than ever before. Currently, the College is working with multiple vendors across various platforms and a unified digital marketing approach and guidance would allow the College to maximize its recruitment efforts and minimize duplicative vendor partnerships and market overlap in order to save taxpayer dollars and staff efficiency. The College’s current digital presence includes social media, radio, streaming, television, website and Google key words. The College’s key messages include a call to action for current and prospective students to enroll at Rowan-Cabarrus. Other key messages include: • Low student/faculty ratio • Eighth largest community college in the North Carolina Community College System • High value due to low tuition • Many financial aid options available • Diverse program offerings • Certificate, diploma and degree options • Technical and transfer options • Holistic student support Key audiences: • Prospective students: o Dual Enrollment Current High School Students (Career & College Promise and Early College Programs) o High School Students (High school students who are graduating and will be deciding on a next step following their senior year) o Career Changers (Ages 24-45 who are in the workforce and are looking to begin a new career) o Workforce Development (Ages 24-45 who are currently in the workforce and need certifications/training for their current career) o Business Services (employers who will utilize the College to provide employee training) • Current students o Dual Enrollment Current High School Students (Career & College Promise and Early College Programs) o Curriculum Students (retention communications and marketing to currently enrolled students in curriculum degree, diploma or certificate programs) o Continuing Education  Public Safety (upcoming opportunities/next steps for a variety public safety programs including, but not limited to, fire and emergency services, law enforcement, emergency medical services and more)  Personal Enrichment (upcoming opportunities/next steps for students who are currently enrolled in personal enrollment courses such as motorcycle safety, cake decorating, etc.)  Professional Certifications (Notary, Real Estate, Insurance, etc.) Key Competitors: • Four-year institutions (public and private) Key Goals: • Increase enrollment (FTE) • Increase retention rates • Increase conversion rates from digital marketing resources to application RFP 121-121621CW Page 7 of 50 Rev. 2021.06.04 • Increase brand awareness to be seen as the first choice for higher education in our region • Develop program-specific marketing for key programs (as selected by the institution) • Implement focused geofencing opportunities at local high schools, employment centers, mass gathering spaces and large-scale employers to target specific audiences The College has experienced the following challenges: • The College was previously utilizing a multitude of vendors to accomplish the goals outlined in this RFP which resulted in challenges related to data availability and consistency and management of multiple vendor relationships and contracts. 3.0 RFP REQUIREMENTS AND SPECIFICATIONS 3.1 GENERAL REQUIREMENTS AND SPECIFICATIONS 3.1.1 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. A. In its proposal, Vendor should: 1. Explain how Vendor will mitigate the challenges outlined in section 2.5 hereinabove. Include details of the Vendor’s approach to creating, deploying and managing the College’s digital marketing efforts to allow for detailed measurable data, specific prospect targeting/retargeting, and higher enrollment rates for the specified target audiences. 2. List and describe the digital marketing tools Vendor currently uses. 3. Explain how Vendor stays up-to-date with ranking algorithm changes. 4. Describe the organizational and operational structure Vendor proposes to use for the work described in this RFP and identify the responsibilities to be assigned to each person Vendor proposes to staff the work. B. Vendor will develop and implement a marketing campaign and related materials to expand awareness of programs and degree offerings to targeted audiences and grow conversion rates to include the tasks/deliverables below. In its proposal, Vendor should describe how the following tasks/deliverables will be completed and propose a draft project schedule for completion by June 30, 2023. Vendor and the College will agree to the final schedule. 1. Conduct research as necessary to obtain the optimum media placement that will deliver the most effective exposure at the most reasonable cost. The Vendor shall have access to, or the capability to conduct, market research and identify markets demographically and geographically. 2. Develop a strategic marketing plan and recommend placement of advertisements in media (including, but not limited to, television, radio, SEM, digital), and distribute RFP 121-121621CW Page 8 of 50 Rev. 2021.06.04 advertisements to media. Plan the most cost-effective media placement and obtain the most cost-effective media mix and buy for every advertising dollar spent. 3. Perform creative concepting, production and full execution of three sets of advertising materials to promote RCCC. Materials should be designed for the following audiences: a) Perspective Students; b) Influencers (including guidance counselors, teachers and parents); and c) Students in grades 6-12. Materials may include digital presentations. Any video materials should also be suitable for use in other media, including social media platforms and on the RCCC website. All design files and completed materials shall become the property of RCCC for future reproduction, modification and use. 4. Create creative concepting, story boarding and production, including editing and finalization for radio spots in .wav or .mp4 audio format. Provide television spots in HD .mp4 video or HD .mov format. Vendor shall be responsible for the cost of securing locations for shooting video footage, procuring any stock images needed, and for contracting any voiceover or on-camera talent needed. 5. Story boards shall be submitted to RCCC for review. Written approval shall be obtained prior to beginning commercial production. RCCC may attend any voiceover sessions or talent selection meetings. 6. Deliver final commercials to RCCC Contract Administrator for review. Written approval shall be obtained prior to beginning commercial production. RCCC may attend any voiceover sessions or talent selection meetings. All footage shot by the Vendor will become the property of RCCC and may not be used in any other endeavors by the Vendor without written permission from RCCC. 7. Outline the Vendor’s built-in approval process with at least three opportunities for the College to review prior to the finalization of each campaign. 8. Provide data integration with the College’s Google Analytics, AdWords, Tag Manager and other data sources as needed. 9. Evaluate content on the RCCC website and make recommendations to RCCC for improved or new content that is user-friendly, resourceful, and interactive. Website redesign is outside the scope of this project. 10. Utilize pixels on the College’s website to track clicks from digital ads to produce data related to targeted recruitment and enrollment strategies. 11. Serve as the interface between RCCC and media outlets and respond to inquiries from media regarding decisions about placement of advertisements. College will not pay commission to Vendor for media placement. Fees for media placement services must be included in Vendor’s price estimate. 12. Distribute material to appropriate media outlets for broadcast. 13. At least once per month, report statistics that measure the effectiveness of the media plan and prepare strategic demographic data reports including targeted results for the College’s key audiences that summarize campaign performance. Statistics may include, but not be limited to, number of impressions, reach, frequency, and cost per impression. Vendor shall work with the College digital marketing team on analytics training, assessment, and strategy. 14. Identify any contengencies or conditions that would impact the completion of the tasks/deliverables listed above. 3.1.2 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 RFP 121-121621CW Page 9 of 50 Rev. 2021.06.04 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. 3.1.3 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. 3.1.4 ENTERPRISE LICENSING 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 3.2.1 SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE Vendors shall provide a completed Vendor Readiness Assessment Report Non-State Hosted Solutions (“VRAR”) at offer submission. This report is located at the following website: https://it.nc.gov/documents/vendor-readiness-assessment-report The Rowan-Cabarrus Community College Digital Marketing Services project will be required to receive and securely manage data that is classified as medium risk. Refer to the North Carolina Statewide Data Classification and Handling policy for more information regarding this data classification. The policy is located at the following website: https://it.nc.gov/document/statewide- data-classification-and-handling-policy. To comply with the State’s Security Standards and Policies, State agencies are required to perform annual security/risk assessments on their information systems using NIST 800-53 controls. This requirement additionally applies to all vendor provided, agency managed Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) solutions. Assessment reports such as the Federal Risk and Authorization Management Program (FedRAMP) certification, SOC 2 Type 2, or ISO 27001 are required for any cloud service providing support for data classified as Restricted or Highly Restricted. A current assessment report will be required prior to contract award for the selected vendor. An IaaS vendor cannot provide a certification or assessment report for a SaaS provider UNLESS that is written in the agreement between the two vendors. 3.3 ENTERPRISE SPECIFICATIONS 3.3.1 ENTERPRISE STRATEGIES, SERVICES, AND STANDARDS Agencies and vendors should refer to the Vendor Resources Page for information on North Carolina Information Technology enterprise services, security policies and practices, architectural https://it.nc.gov/resources/statewide-it-procurement/statewide-it-contracts https://it.nc.gov/documents/vendor-readiness-assessment-report https://it.nc.gov/document/statewide-data-classification-and-handling-policy https://it.nc.gov/document/statewide-data-classification-and-handling-policy RFP 121-121621CW Page 10 of 50 Rev. 2021.06.04 requirements, and enterprise contracts. The Vendor Resources Page can be found at the following link: https://it.nc.gov/vendor-engagement-resources. This site provides vendors with statewide information and links referenced throughout the RFP document. Agencies may request additional information. 3.3.2 ARCHITECTURE DIAGRAMS DEFINED The State utilizes architectural diagrams to better understand the design and technologies of a proposed solution. These diagrams, required at offer submission, can be found at the following link: https://it.nc.gov/architectural-artifacts. There may be additional architectural diagrams requested of the vendor after contract award. This will be communicated to the vendor by the agency as needed during the project. 3.3.3 VIRTUALIZATION Reserved. 3.3.4 IDENTITY AND ACCESS MANAGEMENT (IAM) The proposed solution must externalize identity and access management. The protocols describing the State’s Identity and Access Management can be found at the following link: https://it.nc.gov/services/vendor-engagement-resources#identity-access-management Describe how your solution supports the above protocols as well as making them available for application integration/consumption. 3.4 BUSINESS AND TECHNICAL REQUIREMENTS The Vendor must provide data analytics to Rowan-Cabarrus on a monthly basis. Data analytics should include key data such as impressions, click-thru rates, etc. 3.5 The Vendor must present annual campaign plans to Rowan-Cabarrus. Plans should include specific campaign goals with audience targets and objectives for fall, spring, summer and mini-mester class start dates 3.6 Business and Technical Specifications Reserved. https://it.nc.gov/vendor-engagement-resources https://it.nc.gov/architectural-artifacts https://it.nc.gov/services/vendor-engagement-resources#identity-access-management RFP 121-121621CW Page 11 of 50 Rev. 2021.06.04 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: Customer Service costs Search engine optimization (SEO) costs Advertising costs, such as pay-per-click, etc. Marketing costs, such as social media marketing, content marketing, etc. Technical Support costs Subscription or subscription fees Travel Expenses must be included in the offer cost – 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 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. RFP 121-121621CW Page 12 of 50 Rev. 2021.06.04 5.0 EVALUATION 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 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 Salisbury, 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. 2) How each Vendor’s offer compares with other Vendors’ offers. 3) Vendor Schedule / Timeline for completing work 4) Illustration(s) and/or explanations of adherence to Section 3.3 Enterprise Specifications 5) Adherence to Section 3.2 Security Specifications 6) Strength of references relevant or material to technology area(s) or Specifications, 7) Vendor Past Performance - The Vendor may be disqualified from any evaluation or award if the Vendor or any key personnel proposed, has previously failed to perform satisfactorily during the performance of any contract with the State, or violated rules or statutes applicable to public bidding in the State. 8) Total Cost of Ownership. 9) 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 RFP 121-121621CW Page 13 of 50 Rev. 2021.06.04 evaluate BAFO(s), oral presentations, and product demonstrations as part of the Vendors’ respective offers to determine the final rankings. RFP 121-121621CW Page 14 of 50 Rev. 2021.06.04 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. RFP 121-121621CW Page 15 of 50 Rev. 2021.06.04 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 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 INTERACTIVE PURCHASING SYSTEM (IPS) The State has implemented links to the Interactive Purchasing System (IPS) that allow the public to retrieve offer award information electronically from our Internet website: https://www.ips.state.nc.us/ips/. Click Search Bid Number, enter the Solicitdation Number (121- 121621CW), and then search. This information may not be available for several weeks dependent upon the complexity of the acquisition and the length of time to complete the evaluation process. 6.1.7 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 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 XX, 2022 at 5:00 pm Eastern Time. They must be sent via e-mail to kelly.kluttz@rccc.edu. Please enter “Questions RFP 121-121621CW” as the subject for the email. Questions should be submitted in the following format: REFERENCE VENDOR QUESTION RFP Section, Page Number 6.2.2 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. http://eprocurement.nc.gov/ http://eprocurement.nc.gov/Vendor.html https://www.ips.state.nc.us/ips/ https://www.ips.state.nc.us/ips/ RFP 121-121621CW Page 16 of 50 Rev. 2021.06.04 6.2.3 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. 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. 6.2.4 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. 6.2.5 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. 6.2.6 MODIFICATIONS TO OFFER An offer may not be unilaterally modified by the Vendor. 6.2.7 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. 6.2.8 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”, RFP 121-121621CW Page 17 of 50 Rev. 2021.06.04 • “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 6.2.9 VENDOR REGISTRATION WITH THE SECRETARY OF STATE Vendors do not have to be registered with the NC Secretary of State to submit an offer; however, in order to receive an award/contract with the State, they must be registered. Registration can be completed at the following website: https://www.sosnc.gov/Guides/launching_a_business 6.2.10 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/. 6.2.11 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 [NAME OF VENDOR] [STREET ADDRESS] [CITY, STATE, ZIP] Attn: Assigned Contract Manager [NAME OF VENDOR] [STREET ADDRESS] [CITY, STATE, ZIP] Attn: 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. https://www.sosnc.gov/Guides/launching_a_business https://www.ips.state.nc.us/ips https://www.ips.state.nc.us/ips/ RFP 121-121621CW Page 18 of 50 Rev. 2021.06.04 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. 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) Security Vendor Readiness Assessment Report (VRAR) f) Architecture Diagrams g) Cost of Vendor’s Offer (Attachment E) h) Schedule of Offered Solution i) Signed Vendor Certification Form (Attachment F) j) Location of Workers Utilized by Vendor Form (Attachment G) k) References (Attachment H) l) Financial Statements (Attachment I) m) Errata and Exceptions, if any n) Vendor's License and Maintenance Agreements, if any o) Supporting material such as technical system documentation, training examples, etc. p) 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. q) Description of Vendor Submitting Offer Form (Attachment J) r) All pages of this solicitation document (including Attachments A, B, and C) RFP 121-121621CW Page 19 of 50 Rev. 2021.06.04 6.3.3 OFFER SUBMITTAL IMPORTANT NOTE: 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. Vendor must include all the pages of this solicitation in their response. It is the Vendor’s sole responsibility to ensure its offer has been delivered to this Office by the specified time and date of opening. Any proposal delivered after the proposal deadline will be rejected. Offer Submission Details: Mailing address for delivery of offer via US Postal Service Office Address of delivery by any other method (special delivery, overnight, or any other carrier). RFP NUMBER: 121-121621CW PO Box 1595 Salisbury, N.C. 28145 Attn: Steve Childress RFP NUMBER: 121-121621CW 1333 Jake Alexander Blvd, S Salisbury, N.C. 28146 Attn: Steve Childress Sealed offers, subject to the conditions made a part hereof, will be received until XX, 2022 at 5:00pm Eastern Time on the day of opening and then opened, for furnishing and delivering the commodity as described herein. Offers must be submitted in a sealed package with the Execution page signed and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification. For offers submitted via U.S. mail, please note that the U.S. Postal Service generally does not deliver mail to a specified street address but to the State’s Mail Service Center. Vendors are cautioned that proposals sent via U.S. Mail, including Express Mail, may not be delivered by the Mail Service Center to the agency’s purchasing office on the due date in time to meet the proposal deadline. All Vendors are urged to take the possibility of delay into account when submitting a proposal by U.S. Postal Service, courier, or other delivery service. Attempts to submit a proposal via facsimile (FAX) machine, telephone or email in response to this RFP shall NOT be accepted. Submit one (1) signed, original executed offer electronically to the address identified in the table above. a) Submit your proposal in a sealed package. Clearly mark each package with Vendor name and the RFP number. Address the package(s) for delivery as shown in the table above. If Vendor is submitting more than one (1) proposal, each proposal shall be submitted in separate sealed envelopes and marked accordingly. For delivery purposes, separate sealed envelopes from a single Vendor may be included in the same outer package. Proposals are subject to rejection unless submitted with the information above included on the outside of the sealed proposal package. b) Copies of proposal files must be provided on separate read-only flash drives. File contents SHALL NOT be password protected the file formats shall be in .DOC, .PDF or .XLS format, and shall be capable of being copied to other sources. c) If the Vendor’s proposal contains any confidential information (as defined in Attachment B, Paragraph #18), then the Vendor must provide one (1) signed, original offer and one (1) redacted copy on the USB flash drive. Sealed offers, subject to the conditions made a part hereof, will be received until 2:00pm Eastern Time on the day of opening and then opened, for furnishing and delivering the commodity as described herein. Offers must be submitted via eBids (NC BIDS) with the Execution page signed RFP 121-121621CW Page 20 of 50 Rev. 2021.06.04 and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification. Attempts to submit a proposal via facsimile (FAX) machine, telephone or email in response to this RFP shall NOT be accepted. a) Submit one (1) signed, original electronic offer through eBids on the Interactive Purchasing System (IPS). b) All File names should start with the vendor name first, in order to easily determine all the files to be included as part of the vendor’s response. For example, files should be named as follows: Vendor Name-your file name. c) File contents SHALL NOT be password protected, the file formats must be in .PDF, .jpeg, or png format, and shall be capable of being copied to other sources. d) If the vendor’s proposal contains any confidential information (as defined in Attachment B, Paragraph #18), then the vendor must provide one (1) signed, original electronic offer and one (1) redacted electronic copy. RFP 121-121621CW Page 21 of 50 Rev. 2021.06.04 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. RFP 121-121621CW Page 22 of 50 Rev. 2021.06.04 7.5 RESELLERS Reserved. 7.6 DISCLOSURE OF LITIGATION The Vendor’s failure to fully and timely comply with the terms of this section, including providing reasonable assurances satisfactory to the State, may constitute a material breach of the Agreement. a) The Vendor shall notify the State in its offer, if it, or any of its subcontractors, or their officers, directors, or key personnel who may provide Services under any contract awarded pursuant to this solicitation, have ever been convicted of a felony, or any crime involving moral turpitude, including, but not limited to fraud, misappropriation or deception. The Vendor shall promptly notify the State of any criminal litigation, investigations or proceeding involving the Vendor or any subcontractor, or any of the foregoing entities’ then current officers or directors during the term of the Agreement or any Scope Statement awarded to the Vendor. b) The Vendor shall notify the State in its offer, and promptly thereafter as otherwise applicable, of any civil litigation, arbitration, proceeding, or judgments against it or its subcontractors during the three (3) years preceding its offer, or which may occur during the term of any awarded to the Vendor pursuant to this solicitation, that involve (1) Services or related goods similar to those provided pursuant to any contract and that involve a claim that may affect the viability or financial stability of the Vendor, or (2) a claim or written allegation of fraud by the Vendor or any subcontractor hereunder, arising out of their business activities, or (3) a claim or written allegation that the Vendor or any subcontractor hereunder violated any federal, state or local statute, regulation or ordinance. Multiple lawsuits and or judgments against the Vendor or subcontractor shall be disclosed to the State to the extent they affect the financial solvency and integrity of the Vendor or subcontractor. c) All notices under subsection A and B herein shall be provided in writing to the State within thirty (30) calendar days after the Vendor learns about any such criminal or civil matters; unless such matters are governed by the DIT Terms and Conditions annexed to the solicitation. Details of settlements which are prevented from disclosure by the terms of the settlement shall be annotated as such. Vendor may rely on good faith certifications of its subcontractors addressing the foregoing, which certifications shall be available for inspection at the option of the State. 7.7 CRIMINAL CONVICTION In the event the Vendor, an officer of the Vendor, or an owner of a 25% or greater share of the Vendor, is convicted of a criminal offense incident to the application for or performance of a State, public or private Contract or subcontract; or convicted of a criminal offense including but not limited to any of the following: embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, attempting to influence a public employee to breach the ethical conduct standards for State of North Carolina employees; convicted under State or federal antitrust statutes; or convicted of any other criminal offense which in the sole discretion of the State, reflects upon the Vendor’s business integrity and such vendor shall be prohibited from entering into a contract for goods or Services with any department, institution or agency of the State. 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. RFP 121-121621CW Page 23 of 50 Rev. 2021.06.04 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 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, RFP 121-121621CW Page 24 of 50 Rev. 2021.06.04 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. RFP 121-121621CW Page 25 of 50 Rev. 2021.06.04 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) RCCC: Rowan-Cabarrus Community College, the College, or the Purchasing Agency. 10) Security Breach: As defined in N.C.G.S. §75-61. 11) 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 Department or can be recovered only through additional measures and has a high or medium functional impact to the mission of an agency. 12) Vendor: Company, firm, corporation, partnership, individual, etc., submitting an offer in response to a solicitation. RFP 121-121621CW Page 26 of 50 Rev. 2021.06.04 ATTACHMENT B: DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS Section 1. General Terms and Conditions Applicable to All Purchases 1) DEFINITIONS: As used herein; Agreement means the contract awarded pursuant to this RFP. Deliverable/Product Warranties shall mean and include the warranties provided for products or deliverables licensed to the State in Section 2, Paragraph 2 of these Terms and Conditions unless superseded by a Vendor’s Warranties pursuant to Vendor’s License or Support Agreements. Purchasing State Agency or Agency shall mean the Agency purchasing the goods or Services. Services shall mean the duties and obligations undertaken by the Vendor under, and to fulfill, the specifications, requirements, terms and conditions of the Agreement. State shall mean the State of North Carolina, the Department of Information Technology (DIT), or the Purchasing State Agency in its capacity as the Contracting Agency, as appropriate. 2) STANDARDS: Any Deliverables shall meet all applicable State and federal requirements, such as State or Federal Regulation, and NC State Chief Information Officer’s (CIO) policy or regulation. Vendor will provide and maintain a quality assurance system or program that includes any Deliverables and will tender or provide to the State only those Deliverables that have been inspected and found to conform to the RFP specifications. All Deliverables are subject to operation, certification, testing and inspection, and any accessibility specifications. 3) WARRANTIES: Unless otherwise expressly provided, any goods Deliverables provided by the Vendor shall be warranted for a period of 90 days after acceptance. 4) SUBCONTRACTING: The Vendor may subcontract the performance of required Services with Resources under the Agreement only with the prior written consent of the State contracting authority. Vendor shall provide the State with complete copies of any agreements made by and between Vendor and all subcontractors. The selected Vendor remains solely responsible for the performance of its subcontractors. Subcontractors, if any, shall adhere to the same standards required of the selected Vendor and the Agreement. Any contracts made by the Vendor with a subcontractor shall include an affirmative statement that the State is an intended third party beneficiary of the Agreement; that the subcontractor has no agreement with the State; and that the State shall be indemnified by the Vendor for any claim presented by the subcontractor. Notwithstanding any other term herein, Vendor shall timely exercise its contractual remedies against any non-performing subcontractor and, when appropriate, substitute another subcontractor. 5) 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, upon specific request in writing by the State, is deemed eligible to be reimbursed for travel expenses arising under the performance of the Agreement, reimbursement will be at the out-of-state rates set forth in N.C.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 the Agreement. 6) GOVERNMENTAL RESTRICTIONS: In the event any restrictions are imposed by governmental requirements that necessitate alteration of the material, quality, workmanship, or performance of the Deliverables offered prior to delivery thereof, the Vendor shall provide written notification of the necessary alteration(s) to the Agency Contract Administrator. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Agreement. The State may advise Vendor of any restrictions or changes in specifications required by North Carolina legislation, rule or regulatory authority that require compliance by the State. In such event, Vendor shall use its best RFP 121-121621CW Page 27 of 50 Rev. 2021.06.04 efforts to comply with the required restrictions or changes. If compliance cannot be achieved by the date specified by the State, the State may terminate the Agreement and compensate Vendor for sums then due under the Agreement. 7) 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. Vendor further warrants that no commission or other payment has been or will be received from or paid to any third party contingent on the award of any Contract by the State, except as shall have been expressly communicated to the State Purchasing Agent in writing prior to acceptance of the Agreement or award in question. Each individual signing below warrants that he or she is duly authorized by their respective Party to sign the Agreement and bind the Party to the terms and conditions of this RFP. Vendor and their authorized signatory further warrant that no officer or employee of the State has any direct or indirect financial or personal beneficial interest, in the subject matter of the Agreement; obligation or Contract for future award of compensation as an inducement or consideration for making the Agreement. Subsequent discovery by the State of non-compliance with these provisions shall constitute sufficient cause for immediate termination of all outstanding contracts. Violations of this provision may result in debarment of the Vendor(s) as permitted by 9 NCAC 06B..1206, or other provision of law. 8) AVAILABILITY OF FUNDS: Any and all payments to Vendor are expressly contingent upon and subject to the appropriation, allocation and availability of funds to the Agency for the purposes set forth in the Agreement. If the Agreement or any Purchase Order issued hereunder is funded in whole or in part by federal funds, the Agency’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 the 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 this RFP. If funds to effect payment are not available, the Agency will provide written notification to Vendor. If the Agreement is terminated under this paragraph, Vendor agrees to take back any affected Deliverables and software not yet delivered under the Agreement, terminate any Services supplied to the Agency under the Agreement, and relieve the Agency of any further obligation thereof. The State shall remit payment for Deliverables and Services accepted prior to the date of the aforesaid notice in conformance with the payment terms. 9) ACCEPTANCE PROCESS: a) The State shall have the obligation to notify Vendor, in writing ten calendar days following provision, performance (under a provided milestone or otherwise as agreed) or delivery of any Services or other Deliverables described in the Agreement that are not acceptable. b) Acceptance testing is required for all Vendor supplied software and software or platform services 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 Product Warranties and technical representations. The State shall have the obligation to notify Vendor, in writing and within thirty (30) days following installation of any software deliverable if it is not acceptable. c) Acceptance of Services or other Deliverables including software or platform services may be controlled by an amendment hereto, or additional terms as agreed by the Parties consistent with IT Project management under GS §143B-1340. d) The notice of non-acceptance shall specify in reasonable detail the reason(s) a Service or given Deliverable is unacceptable. Acceptance by the State shall not be unreasonably withheld; but may be conditioned or delayed as required for installation and/or testing of Deliverables. Final acceptance is expressly conditioned upon completion of any applicable inspection and testing procedures. Should a Service or Deliverable fail to meet any specifications or acceptance criteria, the State may exercise any and all rights hereunder. Services or Deliverables discovered to be defective or failing to conform to the specifications may be rejected upon initial inspection or at any later time if the defects or errors contained in the Services or Deliverables or non-compliance with the specifications were not reasonably ascertainable upon initial inspection. If the Vendor fails to promptly cure or correct the defect or replace or re-perform the Services or Deliverables, the State reserves the right to cancel RFP 121-121621CW Page 28 of 50 Rev. 2021.06.04 the Purchase Order, contract with a different Vendor, and to invoice the original Vendor for any differential in price over the original Contract price. 10) PAYMENT TERMS: Monthly Payment terms are Net 30 days after receipt of correct invoice (with completed timesheets for Vendor personnel) and acceptance of one or more of the Deliverables, under milestones or otherwise as may be provided in Paragraph 9 (Acceptance), or elsewhere in this solicitation, unless a period of more than thirty (30) days is required by the Agency. The Purchasing State Agency is responsible for all payments under the Agreement. No additional charges to the Agency will be permitted based upon, or arising from, the Agency’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. Upon Vendor’s written request of not less than thirty (30) days and approval by the State or Agency, the Agency may: a) Forward the Vendor’s payment check(s) directly to any person or entity designated by the Vendor, or b) Include any person or entity designated in writing by Vendor as a joint payee on the Vendor’s payment check(s), however c) 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 Contract obligations. 11) EQUAL EMPLOYMENT OPPORTUNITY: Vendor shall comply with all Federal and State requirements concerning fair employment and employment of the disabled, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or physical disability. 12) ADVERTISING/PRESS RELEASE: The Vendor absolutely shall not publicly disseminate any information concerning the Agreement without prior written approval from the State or its Agent. For the purpose of this provision of the Agreement, the Agent is the Purchasing Agency Contract Administrator unless otherwise named in the solicitation documents. 13) LATE DELIVERY: Vendor shall advise the Agency contact person or office immediately upon determining that any Deliverable will not, or may not, be delivered or performed at the time or place specified. Together with such notice, Vendor shall state the projected delivery time and date. In the event the delay projected by Vendor is unsatisfactory, the Agency shall so advise Vendor and may proceed to procure the particular substitute Services or other Deliverables. 14) ACCESS TO PERSONS AND RECORDS: Pursuant to N.C.G.S. §147-64.7, the Agency, the State Auditor, appropriate federal officials, and their respective authorized employees or agents are authorized to examine all books, records, and accounts of the Vendor insofar as they relate to transactions with any department, board, officer, commission, institution, or other agency of the State of North Carolina pursuant to the performance of the Agreement or to costs charged to the Agreement. The Vendor shall retain any such books, records, and accounts for a minimum of three (3) years after the completion of the Agreement. Additional audit or reporting requirements may be required by any Agency, if in the Agency’s opinion, such requirement is imposed by federal or state law or regulation. 15) ASSIGNMENT: Vendor may not assign the Agreement or its obligations hereunder except as permitted by 09 NCAC 06B.1003 and this Paragraph. Vendor shall provide reasonable notice of not less than thirty (30) days prior to any consolidation, acquisition, or merger. Any assignee shall affirm the Agreement attorning and agreeing to the terms and conditions agreed, and that Vendor shall affirm that the assignee is fully capable of performing all obligations of Vendor under the Agreement. An assignment may be made, if at all, in writing by the Vendor, Assignee and the State setting forth the foregoing obligation of Vendor and Assignee. 16) INSURANCE COVERAGE: During the term of the Agreement, the Vendor at its sole cost and expense shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Agreement. As a minimum, the Vendor shall provide and maintain the following coverage and limits: a) Worker’s Compensation - The Vendor shall provide and maintain Worker’s Compensation Insurance, as required by the laws of North Carolina, as well as employer’s liability coverage with minimum limits of $100,000.00, covering all of Vendor’s employees who are engaged in any work under the Agreement. If any work is sublet, the Vendor shall require the subcontractor to provide the same coverage for any of his employees engaged in any work under the Agreement; and RFP 121-121621CW Page 29 of 50 Rev. 2021.06.04 b) Commercial General Liability - General Liability Coverage on a Comprehensive Broad Form on an occurrence basis in the minimum amount of $2,000,000.00 Combined Single Limit (Defense cost shall be in excess of the limit of liability); and c) Automobile - Automobile Liability Insurance, to include liability coverage, covering all owned, hired and non-owned vehicles, used in connection with the Agreement. The minimum combined single limit shall be $500,000.00 bodily injury and property damage; $500,000.00 uninsured/under insured motorist; and $5,000.00 medical payment; and d) Providing and maintaining adequate insurance coverage described herein is a material obligation of the Vendor and is of the essence of the Agreement. All such insurance shall meet all laws of the State of North Carolina. Such insurance coverage shall be obtained from companies that are authorized to provide such coverage and that are authorized by the Commissioner of Insurance to do business in North Carolina. The Vendor shall at all times comply with the terms of such insurance policies, and all requirements of the insurer under any such insurance policies, except as they may conflict with existing North Carolina laws or the Agreement. The limits of coverage under each insurance policy maintained by the Vendor shall not be interpreted as limiting the Vendor’s liability and obligations under the Agreement. 17) DISPUTE RESOLUTION: The parties agree that it is in their mutual interest to resolve disputes informally. A claim by the Vendor shall be submitted in writing to the Agency Contract Administrator for decision. A claim by the State shall be submitted in writing to the Vendor’s Contract Administrator for decision. The Parties shall negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective duties and responsibilities under the Agreement. If a dispute cannot be resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under the Agreement, or at law. This term shall not constitute an agreement by either party to mediate or arbitrate any dispute. 18) CONFIDENTIALITY: In accordance with N.C.G.S. §143B-1350(e) and 143B-1375, and 09 NCAC 06B.0103 and 06B.1001, the State may maintain the confidentiality of certain types of information described in N.C.G.S. §132-1 et seq. Such information may include trade secrets defined by N.C.G.S. §66-152 and other information exempted from the Public Records Act pursuant to N.C.G.S. §132-1.2. Vendor may designate appropriate portions of its response as confidential, consistent with and to the extent permitted under the Statutes and Rules set forth above, by marking the top and bottom of pages containing confidential information with a legend in boldface type “CONFIDENTIAL”. By so marking any page, the Vendor warrants that it has formed a good faith opinion, having received such necessary or proper review by counsel and other knowledgeable advisors that the portions marked confidential meet the requirements of the Rules and Statutes set forth above. However, under no circumstances shall price information be designated as confidential. The State may serve as custodian of Vendor’s confidential information and not as an arbiter of claims against Vendor’s assertion of confidentiality. If an action is brought pursuant to N.C.G.S. §132-9 to compel the State to disclose information marked confidential, the Vendor agrees that it will intervene in the action through its counsel and participate in defending the State, including any public official(s) or public employee(s). The Vendor agrees that it shall hold the State and any official(s) and individual(s) harmless from any and all damages, costs, and attorneys’ fees awarded against the State in the action. The State agrees to promptly notify the Vendor in writing of any action seeking to compel the disclosure of Vendor’s confidential information. The State shall have the right, at its option and expense, to participate in the defense of the action through its counsel. The State shall have no liability to Vendor with respect to the disclosure of Vendor’s confidential information ordered by a court of competent jurisdiction pursuant to N.C.G.S. §132-9 or other applicable law. a) Care of Information: Vendor agrees to use commercial best efforts to safeguard and protect any data, documents, files, and other materials received from the State or the Agency during performance of any contractual obligation from loss, destruction or erasure. Vendor agrees to abide by all facilities and security requirements and policies of the agency where work is to be performed. Any Vendor personnel shall abide by such facilities and security requirements and shall agree to be bound by the terms and conditions of the Agreement. RFP 121-121621CW Page 30 of 50 Rev. 2021.06.04 b) Vendor warrants that all its employees and any approved third party Vendors or subcontractors are subject to a non-disclosure and confidentiality agreement enforceable in North Carolina. Vendor will, upon request of the State, verify and produce true copies of any such agreements. Production of such agreements by Vendor may be made subject to applicable confidentiality, non-disclosure or privacy laws; provided that Vendor produces satisfactory evidence supporting exclusion of such agreements from disclosure under the N.C. Public Records laws in N.C.G.S. §132-1 et seq. The State may, in its sole discretion, provide a non-disclosure and confidentiality agreement satisfactory to the State for Vendor’s execution. The State may exercise its rights under this subparagraph as necessary or proper, in its discretion, to comply with applicable security regulations or statutes including, but not limited to 26 USC 6103 and IRS Publication 1075, (Tax Information Security Guidelines for Federal, State, and Local Agencies), HIPAA, 42 USC 1320(d) (Health Insurance Portability and Accountability Act), any implementing regulations in the Code of Federal Regulations, and any future regulations imposed upon the Department of Information Technology or the N.C. Department of Revenue pursuant to future statutory or regulatory requirements. c) Nondisclosure: Vendor agrees and specifically warrants that it, its officers, directors, principals and employees, and any subcontractors, shall hold all information received during performance of the Agreement in the strictest confidence and shall not disclose the same to any third party without the express written approval of the State. d) The Vendor shall protect the confidentiality of all information, data, instruments, studies, reports, records and other materials provided to it by the Agency or maintained or created in accordance with this Agreement. No such information, data, instruments, studies, reports, records and other materials in the possession of Vendor shall be disclosed in any form without the prior written consent of the State Agency. The Vendor will have written policies governing access to and duplication and dissemination of all such information, data, instruments, studies, reports, records and other materials. e) All project materials, including software, data, and documentation created during the performance or provision of Services hereunder that are not licensed to the State or are not proprietary to the Vendor are the property of the State of North Carolina and must be kept confidential or returned to the State, or destroyed. Proprietary Vendor materials shall be identified to the State by Vendor prior to use or provision of Services hereunder and shall remain the property of the Vendor. Derivative works of any Vendor proprietary materials prepared or created during the performance of provision of Services hereunder shall be subject to a perpetual, royalty free, nonexclusive license to the State. 19) DEFAULT: In the event Services or other Deliverable furnished or performed by the Vendor during performance of any Contract term fail to conform to any material requirement(s) of the Contract specifications, notice of the failure is provided by the State and if the failure is not cured within ten (10) days, or Vendor fails to meet the requirements of Paragraph 9) herein, the State may cancel the contract. Default may be cause for debarment as provided in 09 NCAC 06B.1206. The rights and remedies of the State provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. a) If Vendor fails to deliver or provide correct Services or other Deliverables within the time required by the Agreement, the State shall provide written notice of said failure to Vendor, and by such notice require performance assurance measures pursuant to N.C.G.S. 143B-1340(f). Vendor is responsible for the delays resulting from its failure to deliver or provide services or other Deliverables. b) Should the State fail to perform any of its obligations upon which Vendor’s performance is conditioned, Vendor shall not be in default for any delay, cost increase or other consequences resulting from the State’s failure. Vendor will use reasonable efforts to mitigate delays, costs or expenses arising from assumptions in the Vendor’s offer documents that prove erroneous or are otherwise invalid. Any deadline that is affected by any such failure in assumptions or performance by the State shall be extended by an amount of time reasonably necessary to compensate for the effect of such failure. c) Vendor shall provide a plan to cure any delay or default if requested by the State. The plan shall state the nature of the delay or default, the time required for cure, any mitigating factors causing or tending to cause the delay or default, and such other information as the Vendor may deem necessary or proper to provide. RFP 121-121621CW Page 31 of 50 Rev. 2021.06.04 d) If the prescribed acceptance testing stated in the Solicitation Documents or performed pursuant to Paragraph 9) of the DIT Terms and Conditions is not completed successfully, the State may request substitute Software, cancel the portion of the Contract that relates to the unaccepted Software, or continue the acceptance testing with or without the assistance of Vendor. These options shall remain in effect until such time as the testing is successful or the expiration of any time specified for completion of the testing. If the testing is not completed after exercise of any of the State’s options, the State may cancel any portion of the contract related to the failed Software and take action to procure substitute software. If the failed software (or the substituted software) is an integral and critical part of the proper completion of the work for which the Deliverables identified in the solicitation documents or statement of work were acquired, the State may terminate the entire contract. 20) WAIVER OF DEFAULT: Waiver by either party of any default or breach by the other Party shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be a modification or novation of the terms of the Agreement, unless so stated in writing and sign