45-RQ255223 - BeyondTrust PAM_IFB.pdf

OFFER AND ACCEPTANCE

The State seeks offers for the Software, Services and/or goods described in this solicitation. The State’s acceptance of any offer must be demonstrated by execution of the acceptance found below and any subsequent Request for Best and Final Offer, if issued. Acceptance shall create a contract having an order of precedence as follows in cases of conflict between documents comprising the contract: (1) Best and Final Offers, if any; (2) special terms and conditions specific to this solicitation; (3) specifications; (4) NC Department of Information Technology Terms and Conditions of this solicitation; and (5) the agreed portions of the awarded Vendor’s offer.

No contract shall be binding on the State until an encumbrance of funds has been made for payment of the sums due under the contract.

EXECUTION

In compliance with this solicitation and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all Services and/or goods upon which prices are offered, at the price(s) offered herein, within the time specified herein. By executing this offer, I certify that this offer is submitted competitively and without collusion.

Failure to execute/sign offer prior to submittal shall render offer invalid. Late offers are not acceptable.

OFFEROR

STREET ADDRESS PO BOX, ZIP

CITY, STATE, ZIP TELEPHONE NUMBER

NAME & TITLE OF PERSON SIGNING

AUTHORIZED SIGNATURE DATE E-MAIL

Offer valid for sixty (60) days from date of offer opening unless otherwise stated here: ____ days

ACCEPTANCE OF OFFER

If any or all parts of this solicitation are accepted, an authorized representative of the NC Department of Revenue (NCDOR) shall affix a signature hereto. A copy of this acceptance will be forwarded to the Vendor.

FOR STATE USE ONLY: Offer accepted and Contract awarded as indicated on the attached certification by

Authorized representative of NC Department of Revenue Date

STATE OF NORTH CAROLINA INVITATION FOR BIDS NO. 45-RQ255223

DEPARTMENT OF REVENUE

Information Technology Division

Description: BeyondTrust Privileged Access Management

Issue Date: 24 June 2026

Refer ALL inquiries regarding this IFB to:

Justin Stringfield, Contract Specialist Justin.Stringfield@ncdor.gov 919-215-5229

Bid Opening Date: 8 July 2026 at 10:00 am ET

Commodity Number: 811118

Using Agency: Revenue

Requisition No. RQ255223

Beyond Trust Privileged Access Management – NCDOR IFB 45-RQ255223

TABLE OF CONTENTS

1.0 INTENT, USE, DURATION AND SCOPE

2.0 GENERAL INFORMATION

2.1 VENDOR QUESTIONS

2.2 ADDENDUM

2.3 OFFER SUBMITTAL

2.4 BASIS FOR REJECTION

2.5 LATE OFFERS

2.6 NON-RESPONSIVE OFFERS

2.7 NOTICE TO VENDORS

2.8 NC ePROCUREMENT

2.9 DISTRIBUTORS AND RESELLERS

2.10 POSSESSION AND REVIEW

2.11 BEST AND FINAL OFFER

2.12 CONTRACT AWARD

2.13 POINTS OF CONTACT

3.0 SPECIFICATIONS

3.1 VENDOR STANDARD AGREEMENT(S)

3.2 VENDOR UTILIZATION OF WORKERS OUTSIDE U.S

3.3 E-VERIFY

3.4 BRAND SPECIFIC PRODUCT

3.5 SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE

3.6 ENTERPRISE ARCHITECTURE SPECIFICATIONS

3.7 DELIVERY

3.8 CONTRACT TE/RM

3.9 REQUIREMENTS

4.0 FURNISH AND DELIVER

5.0 HISTORICALLY UNDERUTILIZED BUSINESSES

6.0 NC DEPARTMENT OF INFORMATION TECHNOLOGY INSTRUCTIONS TO VENDORS

7.0 NC DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

Attachment A: Statement of Work for Implementation Services

Attachment B: Onboarding Requirements for Contractors

1.0 INTENT, USE, DURATION AND SCOPE

The purpose of this solicitation is to obtain pricing for and procure a turnkey BeyondTrust Privileged Access Management (“PAM”) solution, implementation services, and training for the North Carolina Department of Revenue (“NCDOR”).

Goods and Services will be provided in accordance with the terms and conditions of this RFQ.

2.0 GENERAL INFORMATION

2.1 VENDOR QUESTIONS

All inquiries regarding this IFB must be emailed to Justin.Stringfield@ncdor.gov.

Written questions will be received until 2 July, 2026 at _5 pm Eastern Time.

Please put “Questions – IFB 45-RQ255223” in the subject line of the email. Questions should be submitted in the following format:

REFERENCE VENDOR QUESTION

IFB Section, Page Number

Vendor communications with anyone other than the person named above may be grounds for rejection of said Vendor’s offer.

2.2 ADDENDUM

The Agency will issue an Addendum to provide a response to all questions received in accordance with Section 2.1 above.

The Agency may issue additional Addenda as needed to modify the specifications, requirements, terms and conditions, etc.

All Addenda will be posted on the electronic Vendor Portal (eVP) website at https://evp.nc.gov and will become Addenda to this IFB.

Critical information may be included in these Addenda. It is important for Vendors to periodically check the website for any and all Addenda that may be issued prior to the bid opening date.

2.3 OFFER SUBMITTAL

Due Date: 8 July, 2026

Time: 10:00 am Eastern Time

Sealed offers, subject to the conditions made a part hereof, will be received until the time and date specified above and then opened for furnishing and delivering the commodity as described herein.

It is the Vendor’s sole responsibility to submit its offer by the specified time and date of opening.

The Vendor shall bear the risk for late electronic submission due to unintended or unanticipated delay including, but not limited to, internet issues, network issues, local power outages, or application issues.

a) Submit one (1) signed, original electronic offer via the Ariba Sourcing Module.

The Vendor must include all pages of the solicitation in its offer. The execution page must be signed and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification.

b) File names should identify the Vendor, solicitation, and document in that order (Vendor Name – IFB Number – Proposal, etc.).

c) Files must not be password protected. They must be in .PDF, .JPEG, .DOC or .XLS format and capable of being copied to other sources. The Vendor’s offer may be deemed non-responsive if the Agency is unable to open the file(s).

d) If the offer contains any confidential information (as defined in the NCDIT Terms and Conditions, Section 1, Paragraph 18), the Vendor must provide one (1) redacted electronic copy in addition to the original copy.

2.4 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 requirement is no longer needed; limitation or lack of available funds; circumstances that prevent determination of the best offer; or any other determination that rejection would be in the best interest of the State. Vendor contact regarding this RFQ with anyone other than the person listed on page 1 may be grounds for rejection of said Vendor’s offer.

2.5 LATE OFFERS

Regardless of cause, late offers will not be accepted and will automatically be disqualified from further consideration. It shall be the Vendor’s sole risk to ensure delivery at the designated office by the designated time. Late offers will not be opened and may be returned to the Vendor at the expense of the Vendor or destroyed if requested.

2.6 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” “Vendor does not commit or bind itself to any terms and conditions by this submission” “This document and all associated documents are non-binding and shall be used for discussion purposes only” “This offer will not be binding on either party until incorporated in a definitive agreement signed by authorized representatives of both parties” or A statement of similar intent.

2.7 NOTICE TO VENDORS

The State objects to and will not be required to evaluate or consider any additional terms and conditions not previously agreed to by the State and submitted with a Vendor’s response. This applies to any language appearing in or attached to the document as part of the Vendor’s response.

By execution and delivery of this solicitation and response(s), the Vendor agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect.

2.8 NC ePROCUREMENT

The State utilizes the NC eProcurement (NCEP) system to process requisitions and issue purchase orders. See http://eprocurement.nc.gov/ and the NCDIT Terms and Conditions (Section 1, paragraph 47) for more information.

a) It is the Vendor’s responsibility to read these provisions carefully and to consider them in preparing the Offer. By signature, the Vendor acknowledges acceptance of all provisions related to NCEP.

b) The transaction fee addressed in Section 7.0, Paragraphs 47 a) and b) applies to the purchase of goods (including the initial purchase of software). It does not apply to SaaS, software maintenance/support services, or any other type of services.

c) If not already registered in NCEP, the Vendor selected for contract award must register within two (2) days after notification of contract award.

d) The Vendor must be current on all NCEP fees prior to submitting an offer. Otherwise, the State may disqualify the Vendor from participating in this solicitation.

2.9 DISTRIBUTORS AND RESELLERS

“Resellers” as used herein, refers to businesses that routinely sell or distribute Vendor’s Products, and may include “Distributors”, “Value Added Resellers” (VARs), “Original Equipment Manufacturers” (OEMs), Channel Partners, or such other designations. These businesses must be approved by the State prior to placement of any orders. Any contract established will be subject to this solicitation and any resulting Agreement(s), and to the terms and conditions of the State’s competitive bidding process.

The Agency acknowledges that the Reseller has merely purchased the Third-Party Items for resale or license to the Agency, and that the proprietary and intellectual property rights to the Third-Party Items are owned by parties other than the Reseller (“Third Parties”). The Agency further acknowledges that except for the payment to the Reseller for the Third-Party Items, all of its rights and obligations with respect thereto flow from and to the Third Parties. The Reseller shall provide the Agency with copies of all documentation and warranties for the Third-Party Items which are provided to the Reseller. The Reseller shall assign all applicable third-party warranties for Deliverables to the Agency.

2.10 POSSESSION AND REVIEW

During the evaluation period and prior to award, possession of the bids and accompanying information is limited to personnel of the issuing agency, and to the committee responsible for participating in the evaluation. Vendors who attempt to gain this privileged information or to influence the evaluation process (i.e., assist in evaluation) will be in violation of purchasing rules and their offer will not be further evaluated or considered.

After award of contract, the complete bid file will be available to any interested persons with the exception of trade secrets, test information, or similar proprietary information as provided by statute and rule. Any proprietary or confidential information which conforms to exclusions from public records as provided by N.C.G.S. § 132-1.2 must be clearly marked as such in the offer when submitted.

2.11 BEST AND FINAL OFFER

The State may establish a competitive range based upon evaluations of offers, and request Best and Final Offers (BAFOs) from the Vendor(s) within this range (i.e., Finalist Vendors). If negotiations or subsequent offers are solicited, the Vendor(s) shall provide BAFO(s) in response. Failure to deliver a BAFO when requested shall disqualify the non-responsive Vendor from further consideration. The State will evaluate BAFO(s), oral presentations, and product demonstrations as part of the Vendors’ respective offers to determine the final rankings.

2.12 CONTRACT AWARD

It is the general intent to award this contract to one (1) Vendor. As provided by statute, award will be based on Best Value Analysis, Lowest Price Technically Acceptable Source Selection Method in accordance with 09 NCAC 06B. 0302 Information Technology Procurement.

2.13 POINTS OF CONTACT

Contact with the persons shown below for contractual and technical matters related to this solicitation is only permitted if expressly agreed to by the Agency or upon award of contract:

Vendor Contractual Point of Contact Vendor Technical Point of Contact

Contract Manager:

Address:

Phone Number:

Email Address:

Technical Lead:

Address:

Phone Number:

Email Address:

3.0 SPECIFICATIONS

3.1 VENDOR STANDARD AGREEMENT(S)

The terms and conditions of the Vendor’s standard services, license, maintenance or other agreement(s) applicable to Services, Goods, Software and other Products acquired under this Agreement (“License Agreement”) may apply to the extent such terms and conditions do not materially change the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the Vendor’s standard agreement(s), the terms and conditions of this Agreement 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 NCDIT Terms and Conditions herein shall apply in all cases and supersede any provisions contained in the Vendor’s relevant standard agreement or any other agreement. The State shall not be obligated under any standard license and/or maintenance or other Vendor agreement(s) to indemnify or hold harmless the Vendor, its licensors, successors or assigns; nor arbitrate any dispute, nor pay late fees, legal fees or other similar costs.

A license agreement for BeyondTrust software and support will be finalized by and between BeyondTrust Corporation and NCDOR and will be applicable to this IFB. A fully executed copy of the updated license agreement shall be incorporated by reference to the final version of this IFB via a Best and Final Offer.

3.2 VENDOR UTILIZATION OF WORKERS OUTSIDE U.S.

In accordance with the Statewide Information Security Manual (SISM), the State restricts the location of information systems that receive, process, store, or transmit State and Federal data to the United States which includes the US States, US Territories, US Embassies, and US Military installations (stateside or overseas). This restriction applies to the Vendor and to any subcontractors engaged to provide Services under this Agreement or with access to State Data. The Vendor must ensure that its subcontractor agreements contain the same restrictions and will be responsible for monitoring and enforcing subcontractor compliance at all times.

Pursuant to N.C.G.S. § 143B-1361(b), the Vendor must provide the following information with its Offer (attach additional pages if needed). The State will evaluate this information for additional risks, costs, and other factors associated with its service prior to making an award.

a) Will any work under this under this Agreement be performed outside the United States?

YES NO

If yes, specify the location(s) where such work will be performed:

b) Describe the corporate structure and location of corporate employees and activities of the

Vendor, its affiliates, or any other subcontractors.

c) The Vendor agrees to notify the State if any work under the Agreement will be relocated outside of the United States.

d) The Vendor agrees that any Vendor or subcontractor providing call or contact center Services to the State shall disclose to inbound callers the location from which the call or contact center Services are being provided.

The use of resources or workers located outside the United States is a critical security exception that must be escalated to the State Chief Information Officer for review pursuant to N.C.G.S. §§ 143B-1376(c) and 143B-1320(c). These critical security exceptions are approved only in rare and extenuating circumstances. The Vendor should account for this when preparing its offer.

3.3 E-VERIFY

Pursuant to N.C.G.S. § 143B-1350(k), the State shall not enter into a contract unless the awarded Vendor and each of its subcontractors comply with the E-Verify requirements of N.C.G.S. Chapter 64, Article 2. Vendors are directed to review the foregoing laws. Any awarded Vendor must submit a certification of compliance with E-Verify to the awarding agency, and on a periodic basis thereafter as may be required by the State.

3.4 BRAND SPECIFIC PRODUCT

Manufacturer(s) name and product descriptions used in this solicitation are product specific. The items offered in response to this solicitation must be the manufacturer and type specified. Failure to comply with this requirement will result in rejection of offer.

3.5 SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE

The BeyondTrust PAM solution will be required to receive and securely manage data that is classified as Confidential.

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 which will handle data classified as Confidential data.

(a) Reserved.

(b) Upon request, Vendors shall provide a current independent third-party assessment report in accordance with the following subparagraphs (i)-(iii) prior to contract award. However, Vendors are encouraged to provide a current independent third-party assessment report in accordance with subparagraphs (i)-(iii) at the time of offer submission.

(i) Federal Risk and Authorization Management Program (FedRAMP) certification, SOC 2 Type 2, ISO 27001, or HITRUST are the preferred assessment reports for any Vendor solutions which will handle data classified as Medium Risk (Restricted) or High Risk (Highly Restricted).

(ii) A Vendor that cannot provide a preferred independent third-party assessment report as described above may submit an alternative assessment, such as a SOC 2 Type 1 assessment report. The Vendor shall provide an explanation for submitting the alternative assessment report. If awarded this contract, a Vendor who submits an alternative assessment report shall submit one of the preferred assessment reports no later than 365 days of the Effective Date of the contract. Timely submission of this preferred assessment report shall be a material requirement of the contract.

(iii) An IaaS vendor cannot provide a certification or assessment report for a SaaS provider UNLESS permitted by the terms of a written agreement between the two vendors and the scope of the IaaS certification or assessment report clearly includes the SaaS solution.

(c) Additional Security Documentation. Prior to contract award, the State may in its discretion require the Vendor to provide additional security documentation, including but not limited to vulnerability assessment reports and penetration test reports. The awarded Vendor shall provide such additional security documentation upon request by the State during the term of the contract.

3.6 ENTERPRISE ARCHITECTURE SPECIFICATIONS

Vendors should refer to the Vendor Resources Page (https://it.nc.gov/resources/statewide-it-procurement/vendor-engagement-resources) for information on the State’s standards for architecture, security, strategy, data quality, digital services, and identity and access management.

3.6.1 ARCHITECTURE DIAGRAMS – Reserved.

3.6.2 SOLUTION ROADMAP – Reserved.

3.6.3 IDENTITY AND ACCESS MANAGEMENT – Reserved.

3.6.4 INTEGRATION APPROACH – Reserved.

3.6.5 DISASTER RECOVERY AND BUSINESS CONTINUITY – Reserved.

3.6.6 DATA MIGRATION – Reserved.

3.6.7 APPLICATION MANAGEMENT – Reserved.

3.6.8 ACCESSIBILITY

Describe how the proposed solution complies with industry accessibility standards:

1. W3C Web Accessibility Initiative - Web Content Accessibility Guidelines (WCAG) 2.1:

https://www.w3.org/TR/WCAG21/

2. Section 508 – Rehabilitation Act of 1973: https://www.section508.gov/

3. Voluntary Product Accessibility Template (VPAT®):

https://www.itic.org/policy/accessibility/vpat

Explain whether the Solution is digitally accessible. If not fully accessible, describe the roadmap with a timeline for remediation.

3.7 DELIVERY

Successful Vendor will complete the work within ninety (90) consecutive calendar days after receipt of purchase order in accordance with Attachment A – Statement of Work for Implementation Services.

Artifact deliverables must be sent electronically to Michael.Circello@ncdor.gov.

If circumstances beyond the control of the contractor result in late delivery or implementation, it is the responsibility and obligation of the contractor to notify the Purchasing Agent listed on the purchase order, in writing, immediately upon determining delay. The written notification should indicate the anticipated delivery date.

3.8 CONTRACT TERM

A contract awarded pursuant to this IFB shall have an effective date as provided in the Notice of Award. The Initial Term shall be three (3) years, invoiced annually, and will expire upon the anniversary date of the effective date unless otherwise stated in the Notice of Award, or unless terminated earlier.

The State retains the option to extend this contract for two (2) additional one (1) year periods (“Renewal Term(s)”) at its sole discretion.

3.9 REQUIREMENTS

3.9.1 Core Modules —The turnkey PAM solution must provide:

a. Privileged Remote Access: Secure jump/bastion capabilities with session joining and real-time termination.

b. Privileged Remote Access Training for Administrators for FedRAMP, annual access for three (3) administrators

c. Cloud, On-premises, or Hybrid Deployment: Support for appliance, virtual machines, software-as-a-service, or hybrid modules with high-availability clustering

3.9.2 Technical Specifications —The turnkey PAM solution must demonstrate compliance with the following:

a. Sizing and Performance: Support for 100 licensed seats and 100 concurrent sessions, with the ability to scale to 500 sessions. Console response times must be less than two

(2) seconds.

b. Integration: Native connectors for NCID, Microsoft Entra (or equivalent), Active Directory

(“AD”)/Lightweight Directory Access Protocol (“LDAP”) Security Assertion Markup Language (“SAML”) 2.0, and Security Incident Event Management (“SIEM”) tools (e.g.

Palo Alto, QRadar, or equivalent), while supporting Syslog, Common (“CEF”), or JavaScript Object Notation (“JSON”) formats

c. Encryption: AES256 for data at rest and TLS 1.2+ for data in transit, utilizing FIPS 140-

2/3 validated modules.

d. Audit and Compliance: Tamper-evident session recording (video and keystroke) with immutable logs stored for a minimum of twelve (12) months. Compliant with IRS Publication 1075 Safeguarding Requirements.

e. Vulnerability Management: Remediation of Critical CVSS ≥ vulnerability within seven (7) calendar days

3.9.3 Implementation Services

The Vendor shall provide professional services to deploy the PAM solution in accordance with Attachment A – Statement of Work.

3.9.4 Administrator and End User Training

The Vendor must provide a minimum of one (1) eight (8)-hour remote Administrator course and two (2) four (4)-hour end user remote training sessions to include:

i Shadow and coach Administrators on routine administrator tasks ii Walkthrough of configuration changes and troubleshooting steps iii Share best practice recommendations

4.0 FURNISH AND DELIVER

The Vendor must provide the cost of each item for twelve (12)-month periods.

ITEM QTY UNIT DESCRIPTION YEAR 1 YEAR 2 YEAR 3

1 1 License

Advanced Web Access for FedRAMP Accounts (PRA Cloud), Tier 1

Part # PRA-CLOUD-FEDRAMP-WEB

Duration: 36 Months, invoiced annually

2 100 License

Privileged Remote Access Per Asset Cloud for FedRAMP Accounts

Part # PRAA-CLOUD-FEDRAMP

4 3 License

Privileged Access Training for Admin for FedRAMP Accounts

Part # BTU-PRA-ADMIN-SUB-FR

4 1 Job Professional Services as described in Attachment A Statement of Work, including all required Artifact Deliverables

5 1 Job Administrator and End User Training Services as described in Specification 3.9.4 above

ANNUAL TOTALS FOR INITIAL TERM

Total Three-Year Cost $_______________

OPTIONAL COSTS – may or may not be purchased

ITEM QTY UNIT DESCRIPTION YEAR 4 YEAR 5

6 1 License Advanced Web Access for FedRAMP Accounts

Part # PRA-CLOUD-FEDRAMP-WEB

7 100 License

Privileged Remote Access Per Asset Cloud for FedRAMP Accounts

Part # PRAA-CLOUD-FEDRAMP

8 3 License

Privileged Access Training for Administrators for FedRAMP Accounts

Part # BTU-PRA-ADMIN-SUB-FR

ANNUAL TOTALS FOR OPTIONAL RENEWAL TERMS

5.0 HISTORICALLY UNDERUTILIZED BUSINESSES

Pursuant to N.C.G.S. §§ 143B-1361(a), 143-48 and 143-128.4, the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled.

See http://ncadmin.nc.gov/businesses/hub for more information.

Is the Vendor a Historically Underutilized Business? YES NO

If yes, specify classification: ___________________________

6.0 NC DEPARTMENT OF INFORMATION TECHNOLOGY INSTRUCTIONS TO VENDORS

1) READ, REVIEW AND COMPLY: It shall be the Vendor’s responsibility to read this entire document, review all enclosures and attachments, and comply with all requirements specified herein.

2) DEFINITIONS

NCDIT: The North Carolina Department of Information Technology, formerly Office of Information

Technology Services NCDIT CONVENIENCE CONTRACT: A contract that is used for the procurement of IT goods or

Services. These contracts are in place for the convenience of the state and use of them is optional.

OPEN MARKET CONTRACT: A contract for the purchase of goods or Services not covered by a term, technical, or convenience contract.

TERM CONTRACT: A contract in which a source of supply is established for a specified period of time for specified Services or supplies; usually characterized by an estimated or definite minimum quantity, with the possibility of additional requirements beyond the minimum, all at a predetermined unit price

THE STATE: The state of North Carolina and its agencies.

VENDOR: Company, firm, corporation, partnership, individual, etc., submitting a response to a solicitation.

3) PROMPT PAYMENT DISCOUNTS: Vendors are urged to compute all discounts into the price offered. If a prompt payment discount is offered, it will not be considered in the award of the contract except as a factor to aid in resolving cases of identical prices.

4) CLARIFICATIONS/INTERPRETATIONS: Any and all questions regarding this document must be addressed to the purchaser named on the cover sheet of this document. Do not contact the user directly. Any and all revisions to this document shall be made only by written addendum from NCDOR. The Vendor is cautioned that the requirements of this solicitation can be altered only by written addendum and that verbal communications from whatever source are of no effect.

5) ACCEPTANCE AND REJECTION: The State reserves the right to reject any and all offers, to waive any informality in offers and, unless otherwise specified by the Vendor, to accept any item in the offer.

If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded.

6) AWARD OF CONTRACT: Responsive offers will be evaluated and acceptance may be made in accordance with Best Value procurement practices as defined by N.C.G.S. § 143-135.9. Unless otherwise specified by the State or the Vendor, the State reserves the right to accept any item or group of items on a multi-item offer. In addition, on agency specific or term contracts, NCDOR 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 requirements as to quantity, quality, delivery, service, geographical areas; other factors deemed by NCDOR to be pertinent or peculiar to the purchase in question.

7) MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns and the singular of any word or phrase shall be read to include the plural and vice versa.

8) PROTEST PROCEDURES: When an offeror wants to protest a contract awarded pursuant to this solicitation that is over $25,000 they must submit a written request to the issuing agency at the address given in this document. This request must be received in this office within fifteen (15) calendar days from the date of the contract award, and must contain specific sound reasons and any supporting documentation for the protest. Note: Contract award notices are sent only to those actually awarded contracts, and not to every person or firm responding to this solicitation. IFB status and Award notices are posted on the Internet at https://evp.nc.gov. All protests will be governed by NCAC Title 9, Department of Information Technology (formerly Office of Information Technology Services), Subchapter 06B Sections .1101 - .1121.

9) VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Reserved.

10) DIGITAL IMAGING: Reserved.

7.0 NC DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

Section 1: Terms and Conditions Applicable to All Purchases

1) DEFINITIONS: As used herein

a) Deliverable/Product Warranties shall mean and include the warranties provided for products or deliverables licensed to the State in Paragraphs 7 and 8, and included in Paragraph 29 c) of these Terms and Conditions unless superseded by a Vendor’s Warranties pursuant to the Vendor’s License or Support Agreements.

b) Purchasing State Agency or Agency shall mean the Agency purchasing the goods or Services.

c) Services shall mean the duties and obligations accepted by the Vendor to carry out the requirements, and meet the specifications, of this procurement.

d) State shall mean the State of North Carolina, the NC Department of Information Technology as an Agency or in its capacity as the Award Authority.

2) STANDARDS: Manufactured items and/or fabricated assemblies comprising Deliverables shall meet all requirements of the Occupational Safety and Health Act (OSHA), and State and federal requirements relating to clean air and water pollution, if applicable. The Vendor will provide and maintain a quality assurance system or program that includes any Deliverables and will tender to the State only those Deliverables that have been inspected and found to conform to the requirements of this Contract. All manufactured items and/or fabricated assemblies comprising Deliverables are subject to operation, certification or inspection, and accessibility requirements as required:

by State or federal Regulation, by the Chief Information Officer’s (CIO) policy or regulation, or acceptance with appropriate standards of operations or uses of said Deliverables as may be shown by identification markings or other means of the appropriate certifying standards organization.

a) Site 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 shall operate properly and efficiently within the site environment. The Vendor shall advise the State of any site requirements for any Deliverables required by the State’s specifications. Any alterations or modification in site preparation which are directly attributable to incomplete or erroneous specifications provided by the Vendor, and which would involve additional expenses to the State, shall be made at the expense of the Vendor.

b) Goods Return: Deliverables and any other goods or materials furnished by the Vendor to fulfill technical requirements shall be in good working order and be maintained in good working order by Vendor for the duration of the Contract unless otherwise provided in a separate maintenance agreement or in the Solicitation Documents. Deliverables failing to meet the State’s technical requirements shall be considered non-conforming goods and subject to return to the Vendor for replacement at the State’s option, and at the Vendor’s expense. The State is responsible for the return costs related to the termination of a Contract including deinstallation, and freight to destinations within the Continental United States except in the case of default by the Vendor or delivery of non-conforming goods by the Vendor. Shipping or freight charges, if any, paid by the State for non-conforming goods will be reimbursed to the State.

c) Specifications: The apparent silence of the specifications as to any detail, or the apparent omission of detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and only material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the State, the Vendor shall supply proof of compliance with the specifications. The Vendor must provide written notice of its intent to deliver alternate or substitute products, goods or Deliverables. Alternate or substitute 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 the Vendor’s certification and evidence satisfactory to the State that the function, characteristics, performance and endurance will be equal or superior to the original Deliverables specified.

3) WARRANTIES: The Vendor shall assign all applicable third-party warranties for Deliverables to the

Purchasing State Agency.

4) PERSONNEL: The Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Agency Contract Administrator with the exception of events outside of the Vendor’s control such as key personnel death, injury, illness, or termination of employment. Any desired substitution shall be noticed to the Agency’s Contract Administrator accompanied by the names and references of the Vendor’s recommended substitute personnel. The Agency will approve or disapprove the requested substitution in a timely manner. The Agency may, in its sole discretion, terminate the Services of any person providing Services under this Contract.

Upon such termination, the Agency may request acceptable substitute personnel or terminate the contract Services provided by such personnel.

a) Vendor personnel shall perform their duties on the premises of the State, during the State’s regular workdays and normal work hours except as may be specifically agreed otherwise, established in the specification, or statement of work.

b) This Contract shall not prevent the Vendor or any of its personnel supplied under this Contract from performing similar Services elsewhere or restrict Vendor from using the personnel provided to the State, provided that such use does not conflict with:

i) the terms, specifications or any amendments to this Contract;

ii) any procurement law, regulation or policy; or

iii) any non-disclosure agreement, or term thereof, by and between the State and the Vendor or the Vendor’s personnel.

5) SUBCONTRACTING: The Vendor may subcontract the performance of required Services with other Vendors or third parties, or change subcontractors, only with the prior written consent of the contracting authority. The 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. 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 contract; 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, the Vendor shall timely exercise its contractual remedies against any non-performing subcontractor and, when appropriate, substitute another subcontractor.

6) VENDOR’S REPRESENTATION: The Vendor warrants that qualified personnel will provide Services in a professional manner. “Professional manner” means that the personnel performing the Services will possess the skill and competence consistent with the prevailing business standards in the information technology industry. The Vendor agrees that it will not enter any agreement with a third party that might abridge any rights of the State under this Contract. The Vendor will serve as the prime Vendor under this Contract. Should the State approve any subcontractor(s), the Vendor shall be legally responsible for the performance and payment of the subcontractor(s). Names of any third-party Vendors or subcontractors of Vendor may appear for purposes of convenience in Contract documents and shall not limit the Vendor’s obligations hereunder. Third party subcontractors, if approved, may serve as subcontractors to the Vendor. The Vendor will retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party subcontractor(s).

a) Intellectual Property. The Vendor has the right to provide the Services and Deliverables without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party. The Vendor represents that its Services and Deliverables are not the subject of any actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party.

b) Inherent Services. If any Services, Deliverables, functions, or responsibilities not specifically described in this Contract are required for the Vendor’s proper performance, provision and delivery of the Service and Deliverables pursuant to this Contract, or are an inherent part of or necessary sub-task included within the Service, they will be deemed to be implied by and included within the scope of the Contract to the same extent and in the same manner as if specifically described in the Contract. Unless otherwise expressly provided in the Contract, the Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables.

c) The Vendor warrants that it has the financial capacity to perform and to continue perform its obligations under the Contract; that the Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against the Vendor that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction.

d) Warranty as to Equipment; Hardware. The Vendor warrants that the equipment and hardware that it provides pursuant to this Contract shall be free from defects in materials, in good working order and be maintained in good working order.

7) SOFTWARE LICENSE (for embedded software, firmware, and unless otherwise provided in the

State’s solicitation document or in an attachment hereto) – Reserved.

8) MAINTENANCE/SUPPORT SERVICES: Unless otherwise mutually provided herein, for the first year after the expiration of any warranty coverage (and for all subsequent Contract years, for which Support is purchased), the Vendor agrees to provide the following Support Services for the Hardware and any Software provided with the Deliverables for any years in which the applicable support fees are paid, which may be more particularly described, e.g., under part numbers, in the Furnish and Deliver Table above.

HARDWARE/EQUIPMENT – Reserved.

SOFTWARE

a) Error Correction. Upon notice by State of a problem with the Software (which problem can be verified), the Vendor shall use reasonable efforts to correct or provide a working solution for the problem. The State shall comply with all reasonable instructions or requests of Vendor in attempts to correct an error or defect in the Program. The Vendor and the State shall act promptly and in a reasonably timely manner in communicating error or problem logs, other related information, proposed solutions or workarounds, and any action as may be necessary or proper to obtain or affect maintenance Services under this Paragraph.

b) The Vendor shall notify the State of any material errors or defects in the Deliverables known or made known to the Vendor from any source during the Contract term that could cause the production of inaccurate or otherwise materially incorrect, results. The Vendor shall initiate actions as may be commercially necessary or proper to effect corrections of any such errors or defects.

c) Updates. The Vendor shall provide to the State, at no additional charge, all new releases and bug fixes (collectively referred to as “Changes”) for any Software Deliverable developed or published by the Vendor and made generally available to its other customers at no additional charge. All such Changes shall become a part of the Software and Documentation and, as such, will be governed by the provisions of this Contract.

d) Telephone Assistance. The Vendor shall provide the State with telephone access to technical support engineers for assistance in the proper installation and use of the Software, and to report and resolve Software problems, during normal business hours, 8:00 AM - 5:00 PM Eastern Standard Time, Monday-Friday. The Vendor shall respond to the telephone requests for Program maintenance service within four (4) hours for calls made at any time.

9) TRAVEL EXPENSES: All travel expenses should be included in the Vendor’s proposed costs.

Separately stated travel expenses will not be reimbursed. In the event that the Vendor may be eligible to be reimbursed for travel expenses arising under the performance of this Contract, reimbursement will be at the out-of-state rates set forth in N.C.G.S. § 138-6 as amended from time to time. The Vendor agrees to use the lowest available airfare not requiring a weekend stay and to use the lowest available rate for rental vehicles. All Vendor incurred travel expenses shall be billed on a monthly basis, shall be supported by receipt and shall be paid by the State within thirty (30) days after invoice approval. Travel expenses exceeding the foregoing rates shall not be paid by the State. The State will reimburse travel allowances only for days on which the Vendor is required to be in North Carolina performing Services under this Contract.

10) 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 Contract.

The State may advise the 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, the Vendor shall use its best 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 this Contract and compensate the Vendor for sums due under the Contract.

11) PROHIBITION AGAINST CONTINGENT FEES AND GRATUITIES: The 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. The 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 Contract or award in question. Each individual signing below warrants that he or she is duly authorized by his/her respective Party to sign this Contract and bind the Party to the terms and conditions of this Contract.

The Vendor and its 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 this Contract, obligation or contract for future award of compensation as an inducement or consideration for making this Contract. 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 09 NCAC 06B.1206, or other provision of law.

12) AVAILABILITY OF FUNDS: Any and all payments to the Vendor are expressly contingent upon and subject to the appropriation, allocation and availability of funds to the Agency for the purposes set forth in this Contract. If this Contract 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 Contract or Purchase Order. If the term of this Contract extends into fiscal years subsequent to that in which it is approved such continuation of the Contract is expressly contingent upon the appropriation, allocation, and availability of funds by the N.C. Legislature for the purposes set forth in the Contract. If funds to effect payment are not available, the Agency will provide written notification to the Vendor. If the Contract is terminated under this paragraph, the Vendor agrees to take back any affected Deliverables and software not yet delivered under this Contract, terminate any Services supplied to the Agency under this Contract, 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.

13) PAYMENT TERMS: Payment terms are Net 30 days after receipt of correct invoice or acceptance of the Deliverables, whichever is later, 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 Contract. 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 the 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 the 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.

14) ACCEPTANCE CRITERIA: In the event acceptance of Deliverables is not described in additional Contract documents, the State shall have the obligation to notify the Vendor in writing ten (10) calendar days following installation of any Deliverable described in the Contract if it is not acceptable.

The notice shall specify in reasonable detail the reason(s) a deliverable is unacceptable. Acceptance by the State 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 all applicable inspection and testing procedures. Should the Deliverables fail to meet any specifications or acceptance criteria the State may exercise any and all rights hereunder, including such rights provided by the Uniform Commercial Code as adopted in North Carolina. 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 contained in the Deliverables or non-compliance with the specifications was not reasonably ascertainable upon initial inspection. If the Vendor fails to promptly cure the defect or replace the Deliverables, the State reserves the right to cancel the Purchase Order, contract with a different Vendor, and to invoice the original Vendor for any differential in price over the original Contract price. When Deliverables are rejected, the Vendor must remove the rejected Deliverables from the premises of the State Agency within seven (7) calendar days of notification unless otherwise agreed by the State Agency. Rejected items may be regarded as abandoned if not removed by the Vendor as provided herein.

15) EQUAL EMPLOYMENT OPPORTUNITY: The Vendor shall comply with all Federal and State requirements concerning fair employment and employment of…