Amendment 2.doc

SAP

State of South Carolina Request for Proposal (Amendment 2)

Solicitation:

Amendment Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400022867 04/22/2022

KATHY SANTANDREU

803-896-5304 ksantandreu@mmo.sc.gov SFAA, Div. of Procurement Services, MMO PO Box 101103 Columbia SC 29211

DESCRIPTION: SCDOT Migration of GIS to Esri Roads & Highways Platform

USING GOVERNMENTAL UNIT: South Carolina Department of Transportation (SCDOT)

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov

SUBMIT OFFER BY (Opening Date/Time): 04/15/2022 05/04/2022 11:00:00 AM ET (See "Deadline For Submission Of Offer" provision)

QUESTIONS MUST BE RECEIVED BY: 03/24/2022 2:00:00 PM ET(See "Questions From Offerors" provision)

NUMBER OF COPIES TO BE SUBMITTED: Please see page 3

Initial here if NO redacted copy is necessary __________ See Section II A “Submitting Confidential Information” clause, and Section IV “Submitting Redacted Offers” clause

CONFERENCE TYPE: Pre-Proposal

DATE & TIME:

(As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions) LOCATION: Teams Web Meeting

You must submit a signed copy of this form with Your Offer. By signing, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of 120 calendar days after the Opening Date. (See "Signing Your Offer" provision.)

NAME OF OFFEROR

(full legal name of business submitting the offer) Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal entity, i.e., a separate corporation, partnership, sole proprietorship, etc.

AUTHORIZED SIGNATURE

(Person must be authorized to submit binding offer to contract on behalf of Offeror.)

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

(Register to Obtain S.C. Vendor No. at www.procurement.sc.gov)

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

(If you are a corporation, identify the state of incorporation.)

OFFEROR'S TYPE OF ENTITY: (Check one) (See "Signing Your Offer" provision.)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________ ___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local)

COVER PAGE - ON-LINE ONLY (MAR. 2015)

SAP

SAP

PAGE TWO

(Return Page Two with Your Offer) HOME OFFICE ADDRESS (Address for offeror's home office / principal place of business)

NOTICE ADDRESS (Address to which all procurement and contract related notices should be sent.) (See "Notice" clause) _________________________________________________ Area Code - Number - Extension Facsimile _________________________________________________ E-mail Address

PAYMENT ADDRESS (Address to which payments will be sent.) (See "Payment" clause) ____Payment Address same as Home Office Address ____Payment Address same as Notice Address (check only one) ORDER ADDRESS (Address to which purchase orders will be sent) (See "Purchase Orders and "Contract Documents" clauses) ____Order Address same as Home Office Address ____Order Address same as Notice Address (check only one)

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See "Amendments to Solicitation" Provision)

DISCOUNT FOR PROMPT PAYMENT

(See "Discount for Prompt Payment" clause)

PREFERENCES - A NOTICE TO VENDORS (SEP. 2009): Preferences do not apply

PREFERENCES - ADDRESS AND PHONE OF IN-STATE OFFICE: Preferences do not apply ____In-State Office Address same as Home Office Address ____In-State Office Address same as Notice Address (check only one)

PAGE TWO (SEP 2009)

End of PAGE TWO

AMENDMENTS TO SOLICITATION (JAN 2004) (modified): (a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web site for the issuance of Amendments: www.procurement.sc.gov(b) Offerors shall acknowledge receipt of any amendment to this solicitation by identifying the amendment number and date in the space provided for this purpose on Page Two and returning with solicitation response (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged.

Questions from Offerors - amendment (revised)

The solicitation is amended as provided herein. Information or changes resulting from questions will be shown in a question-and-answer format. All questions received have been reprinted below. The “state’s response” should be read without reference to the questions. The questions are included solely to provide a cross-reference to the potential Offeror that submitted the question. Questions do not form a part of the contract; the “state’s response” does.

Answers to vendor questions regarding amendment 1.

26. Contractor and the State of South Carolina currently have a Master Purchase Agreement (“MPA”) (Agreement No. 00062815.0, formerly No. 316261), made effective March 16, 2018, and the SCDOT has leveraged this Agreement to purchase Services, some of which are on-going. For the purposes of this Solicitation, can we leverage the MPA to govern the terms under this Solicitation?

No

As a follow up to the above question (question 26 from amendment 1) the state received the following questions and has provided answers.

As we will be unable to leverage our MPA with the State of South Carolina to govern the terms under this Solicitation, we have the following request regarding the terms and conditions provided in the RFP:

1. We request modification to RFP section “Ownership of Data and Materials” (page 40):

All data, material and documentation prepared for the state pursuant to this contract shall belong exclusively to the State. [07-7B125-1] Contractor respectfully requests modification to the State’s language in this section to support Contractor’s standard business practices, as offered to all Contractor clients.

Requested Modification - Ownership of Deliverables:

As a commercial software company, Contractor provides professional services in support of its proprietary COTs software products to a global customer base. In accordance with this standard business model, Contractor does not view professional services provided in support of its proprietary COTs software products as “Works-Made-For-Hire” through which ownership of the results of such COTs software-related support services would transfer to the State.

Contractor understands the importance of the contract deliverables to support the State’s technical mission, and Contractor shall provide the State with a nonexclusive, nontransferable right and license to copy and make derivative works from the contract deliverables to support the State’s own internal requirements and technical mission. Such license is subject to the State’s payment of applicable contract fees due.

Notwithstanding the rights provided above, Contractor owns and retains all rights, title, and interest in the contract deliverables provided under this Agreement. The State shall maintain ownership of any State-provided data and any modifications to the State-provided data that is contained in any contract deliverables.

Answer: The state accepts the modified language.

2. Please consider a slight modification to the Section “Indemnification- Third Party Claims – General” (page 39):

On line 6, please consider changing “any act or omission of contractor” to “any negligent act or omission of contractor.”

Answer: The state accepts the modified language.

All other terms, condition, bidding instruction, and specifications remain unchanged. If there are any question or if any confusion or uncertainty arises as a result of this amendment, it is the sole responsibility of the Offeror to contact the procurement officer for clarification. Contact information can be found in the top right-hand corner of the cover page of this amendment reference the “Duty to Inquire” in the original Request for Proposal (RFP).