CN 5400018669.pdf

State of South Carolina

COMPETITIVE NEGOTIATIONS

Solicitation:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400018669 05/01/2020

KIMBER CRAIG, CPPO

803-737-2527 kcraig@mmo.sc.gov SFAA, Div. of Procurement Services 1201 Main Street, Suite 600 Columbia SC 29201

DESCRIPTION: Asset Management Software Solution USING GOVERNMENTAL UNIT: SC Department of Transportation

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov SUBMIT OFFER BY (Opening Date/Time): 07/01/2020 at 11:00 am (See Section L - Instructions, Conditions, and Notices to Offerors) QUESTIONS MUST BE RECEIVED BY: 05/22/2020 (See Section L - Instructions, Conditions, and Notices to Offerors) NUMBER OF COPIES TO BE SUBMITTED: On-line Submission CONFERENCE TYPE: Pre-proposal Conference DATE & TIME: May 13, 2020 at 11:00 am

(As appropriate, see Section L - Instructions, Conditions, and Notices to Offerors)

LOCATION: WebEx Meeting Contact Procurement Officer for login information

AWARD &

AMENDMENTS

Award will be posted on 10/9/2020. The award, this solicitation, any amendments, and any related notices will be posted at the following web address: http://www.procurement.sc.gov

You must submit a signed copy of this form with Your Offer. In accordance with the solicitation the undersigned agrees, if this offer is accepted within one hundred eighty (180) calendar days from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

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 " Section L - Instructions, Conditions, and Notices to Offerors)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

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

COVER PAGE – ON-LINE ONLY (MODIFIED)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 and Interest" 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 "Invoicing Instructions" 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 Section L - Instructions, Conditions, and Notices to Offerors) Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date

DISCOUNT FOR

PROMPT PAYMENT

(See "Discount for Prompt

Payment" clause)

10 Calendar Days (%) 20 Calendar Days (%) 30 Calendar Days (%) _____Calendar Days (%)

PAGE TWO (SEP 2009) End of PAGE TWO

Contents

Part I-The Schedule

A. Cover Page/Page 2 B. Supplies or services and prices/costs C. Description/specifications/statement of work D. Packaging and marking E. Inspection and acceptance F. Deliveries or performance G. Contract administration data H. Special contract requirements

Part II-Contract Clauses

I. Contract clauses

Part III-List of Documents, Exhibits, and Other Attachments

J. List of Attachments

Part IV-Representations and Instructions

K. Representations, certifications, and other statements of offerors L. Instructions, conditions, and notices to offerors M. Evaluation factors for award

Request for Proposals No. 5400018669

Part I-The Schedule

A. COVER PAGE/PAGE 2

See Attachment A – Cover Page

B. SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 General

This contract is to provide services to implement, deliver, and support an integrated Enterprise Asset Management System (EAMS) for the South Carolina Department of Transportation (SCDOT).

The Contractor shall provide all services and materials to accomplish the requirements as specified herein.

B.2 Contract Type

The State intends to award a firm fixed-price contract as specified below.

B.3 Pricing (to be completed at time of award – the final format of the pricing table is subject to change)

Project Startup Amount

Project Initiation – project kick-off, overall EAMS Implementation Plan Annual hosting of Dev and Test Environments during planned 7-Year Implementation Total Project Startup

Program Area Application Modules Implementation

Plan Implementation

Services Software

Licensing Model Unit Price Initial Quantity

Software Total Amount

Core System Software including GIS Interface, LRS Gateway, reporting, notification, user groups and end user authentication, admin access in SCDOT Test and Prod environment Asset Trade-Off Analysis

Bridge Inventory and Management

Facilities Management

ITS Management

Maintenance Management

Fleet Management

Roadway Asset Inventory and Inspection Sign Management

Supply and Equipment Management

Pavement Management

Right-of-Way Management

Traffic and Signals Management

Total Program Area Application Modules

Software Maintenance and Support Annual Amount Core Application Software

Asset Trade-Off Analysis

Bridge Inventory and Management

Facilities Management

ITS Management

Maintenance Management

Fleet Management

Roadway Asset Inventory and Inspection Sign Management

Supply and Equipment Management

Pavement Management

Right-of-Way Management

Traffic and Signals Management

Total Annual Maintenance and Support

Production Hosting Annual Amount (Optional)

B.4 Total Contract Value

The total value of this contract, inclusive of options, will not exceed $ (to be completed at time of award).

B.5 Award Notice

Award of this contract is in consideration of the Contractor’s technical approach and staff qualifications, as presented in its proposal submitted in response to the RFP.

Therefore, the proposal is incorporated into the contract, as a separate attachment, to the extent the proposal covers the Contractor’s proposed approach and staffing. Any inconsistency between the contract and proposal shall be resolved by giving precedence to the contract (The Schedule) as provided in the contract clause titled “Order of Precedence.”

C. DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 Performance Work Statement

To be completed at time of award based on Contractor’s Technical Proposal.

C.2 Travel Requirements

Travel is to be included in fixed price cost.

C.3 State Provided Resources

When Contractor “on-site” performance is required, the State will provide access to the facilities to complete the Contractor requirements as necessary under this contract. The State will also provide office space, computers, telephones, and office supplies when Contractor on-site performance is required as approved in the Project Work Plan.

C.4 Place of Performance

Contractor performance may be required at the contractor-site or SCDOT facility at 955 Park Street, Columbia, SC 29201.

D. PACKAGING AND MARKING

D.1 Delivery/Performance Location

After award, all deliveries shall be made and all services provided to the following address, unless otherwise specified:

SCDOT Headquarters 955 Park St Columbia, SC 29201

D.2 Payment of Postage and Fees

All postage and fees related to the submission of information, including forms, reports, etc., to the Procurement Officer, the using governmental unit, or the person(s) designated to receive deliverables, shall be the responsibility of the Contractor.

D.3 Marking Deliverables

The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract. Mark deliverables for the appropriate office and person.

E. INSPECTION AND ACCEPTANCE

E.1 Inspection of Services

E.1.1 Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

E.1.2 The Contractor shall provide and maintain a QA Plan and a Test Plan acceptable to the State covering the services under this contract. It is expected that these plans will be a part of the overall EAMS Implementation Plan and completed by the vendor as part of the initial tasks in this project. Complete records of all QA and testing performed by the Contractor shall be maintained and made available to the State during contract performance and for as long afterwards as the contract requires.

E.1.3 The State has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The State shall perform inspections and tests in a manner that will not unduly delay the work.

E.1.4 If any of the services do not conform with contract requirements, the State may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the State may-

E.1.4.1 Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

E.1.4.2 Reduce the contract price to reflect the reduced value of the services performed.

E.1.5 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the State may-

E.1.5.1 By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the State that is directly related to the performance of such service; or

E.1.5.2 Terminate the contract for default.

E.2 Final Inspection and Acceptance

The Procurement Officer and other personnel he may designate will perform inspection and acceptance of supplies and services to be provided under this contract.

Inspection and acceptance will be performed at SCDOT, 955 Park Street, Columbia, SC 29201.

E.3 State Contract Quality Assurance

Notwithstanding the requirements in Subsection E.1 above, quality assurance under this contract will be performed in accordance with the Quality Assurance Plan (QAP).

F. DELIVERIES OR PERFORMANCE

F.1 Period of Performance

The State anticipates awarding a contract with an initial term of seven (7) years for the development and implementation of all required functionality. The State anticipates 2 optional renewal terms of 5 years each for maintenance of the implemented system (10 years total maintenance).

The effective date of this contract is the first day of the Maximum Contract Period as specified on the final statement of award. The initial term of this agreement is seven

(7) years, 0months, 0days from the effective date. Regardless, this contract expires no later than the last date stated on the final statement of award.

The base period of performance under this contract covers full implementation of the EAMS and begins from [Date of Award] through [ to be completed at time of award] . The optional periods of performance are intended to provide for post-implementation activities and software maintenance. If an option is exercised, the period of performance shall be extended through the end of that option period.

At the end of the initial term, and at the end of each renewal term, this contract shall automatically renew for a period of five (5) year(s), 0month(s), and 0day(s), unless contractor receives notice that the state elects not to renew the contract at least thirty

(30) days prior to the date of renewal. Regardless, this contract expires no later than the last date stated on the final statement of award.

F.2 Kick-Off Conference

A kick-off award conference will be scheduled within 10 business days after the date of contract award. Specific details and agenda will be coordinated by the procurement officer. The conference will be held at:

SCDOT

955 Park Street Columbia, SC 29201

As a minimum, the meeting is to initiate the communication process between the State and Contractor by introducing key participants and explaining their roles. The meeting will be coordinated by the Procurement Officer and include the Procurement Officer, and key SCDOT program/project participants and the Contractor’s Point of Contract/Project Manager and key personnel.

F.3 Deliverables

F.3.1 EAMS Implementation Plan

The Contractor shall prepare a detailed project plan to accomplish the services as required under this contract. The plan will define foundational program items such as the development, test, and production environments, overall application architecture including mobile strategy, program area priorities, quality assurance/ test/ acceptance procedures, deployment management, end user and administrative documentation, end user/admin training and materials, project status reporting, program review meetings, issue tracking and escalation, change management process, and on-going technical support. In addition, the plan shall present a schedule regarding the percentage of work completed, percentage dollar spent and staffing and labor plan detailing the planned hours to be worked for each labor category to accomplish the services as required herein.

As each program area of EAMS is implemented, it is expected that the vendor will develop a detailed EAMS Program Area Implementation Plan. The vendor will work with SCDOT to identify and prioritize the technical details such as the data conversion and interface requirements, specific workflows and priorities, reporting and data extract needs, and specific testing and acceptance requirements. An overall high-level schedule will be developed as part of each EAMS Program Area Implementation Plan. However, it is the intent of SCDOT to work collaboratively with the vendor using an agile approach to incremental program area implementation.

It is expected that each EAMS Program Area Implementation Plan will be updated during the configuration and testing phases to document workflow decisions and business rules. This updated documentation will then support the development of subsequent Training Guides and User/Administrator Manuals.

The Work Plan Schedule shall be the basis for measuring Contract delivery performance. After approval of the initial Work Plan Schedule, the Procurement Officer and Contractor may meet to make adjustments to a previously approved plan.

However, the Work Plan Schedule cannot provide for deliveries or service completions beyond of the contract’s period of performance. It should be noted that extension to the contract’s current performance period must have prior approval from the Procurement Officer through an executed modification to the contract. Services or delivery completions provided to the government by the Contractor outside of the current Procurement Officer approved Work Plan Schedule and/or outside of the contract performance period will be considered late delivery.

A current/updated project plan noting the actual completion dates must be attached to the Contractor’s monthly progress report.

Once approved, the plan will be the basis on which delivery of services and deliverables, as applicable, will be determined. An approved plan, including revised/updated plans, must provide for completion of all services and deliverables within this contract’s period of performance.

F.3.2 Monthly Progress Reports

The Contractor shall submit to the State, monthly progress reports starting the first month after the date of contract award. Notwithstanding any reporting requirements in the Project Work Plan, the following information is to be provided in the report.

Item Description

Summary of staff working that month by assigned program area and description of tasks assigned.

Name, program area assigned, and current tasks assigned. This item should be updated any time the Contractor has been given a new task by the program area to complete.

Schedule to complete tasks. Projected start and end dates, and actual start and end dates, for each assigned task.

Status Current status of assigned tasks, by task.

Accomplishments Tasks completed.

Problems, issues of concern, assistance needed.

Problems and/or issues of concern, and any assistance needed from the PO to resolve. Source and recommendation or corrective action taken.

Required date for resolution of any issues needing PO assistance so that project dates are not impacted.

Dates.

Financial Summary Current funded dollars, current period expenditure and cumulative expenditures by performance period to date.

Generally, the Contractor shall submit a report advising of the work (including services and deliverables) completed during the reporting period and the work forecast for the following reporting period. The report shall also include a clear description of any problems (actual and anticipated) that may lead to delays during the next reporting period and/or any subsequent reporting period(s). The report shall include any additional information--including findings and recommendations -- that may assist the State in evaluating progress under this contract. The report is due by the 5th of the succeeding month and shall be submitted to the SCDOT Program Manager.

F.3.3 Final Report

Within 5 business days after completion of the final performance period, the Contractor shall submit, to the State, a summary report of the work performed under the contract including a listing of services completed and/or deliverables delivered.

Submission and acceptance of this report is required before final payment is made.

F.3.4 Quarterly Program Review Meetings

Program Review meetings will be held quarterly. Meetings may be in-person or by conference call. The purpose of these meetings is to update the EAMS stakeholders and senior staff on the progress of EAMS implementation. These quarterly meetings will be approximately 1-hour and the Contractor will be expected to provide an agenda and meeting content at least 3 working days prior to the meeting for SCDOT review, and meeting minutes within 5 working days after the meeting.

F.4 Acceptance

The Contractor shall submit deliverables to the SCDOT Program Manager for inspection, review, and acceptance. Final acceptance of individual deliverables under the contract will occur upon SCDOT Program Manager signature.

F.5 State Property

All deliverables become the property of the State.

F.6 State Comments and/or Approvals

The State will provide comments and/or approvals on deliverables as detailed in the Project Work Plan.

F.7 Key Personnel

The Contractor shall assign to this contract the Key Personnel as stated below:

[To be completed at time of award]

The Contractor shall obtain the consent of the SCDOT Program Manager prior to making Key Personnel substitutions. Replacements for Key Personnel must possess qualifications equal to or exceeding the qualifications of the personnel being replaced specified. The request shall contain a detailed explanation of the circumstances necessitating the replacement and any additional information requested by the SCDOT Program Manager.

Any person employed by Contractor shall, at the written request of SCDOT, be removed from the Contract within a reasonable time by Contractor (not to exceed thirty

(30) calendar days). In the event that an employee of Contractor is removed from the Contract pursuant to a request by the State, Contractor will have sixty (60) calendar days in which to fill the vacancy with another employee of equal ability and qualifications as evidenced by the State’s approval.

The contract will be modified to reflect the changes

F.8 Agency Business Hours

The Agency’s business hours are 8:30 am to 5:00 pm, Monday – Friday, except State and federal holidays. The Contractor shall coordinate work hours at government facilities with the SCDOT Program Manager. The Contractor shall not perform work at government facilities on holidays or other non-business days without prior approval of the SCDOT Program Manager.

In coordination with the SCDOT Program Manager, work plan schedules should take into consideration agency business hours in regards to scheduling and performance of work by the State and by the Contractor when working at the agency facilities.

F.9 Notice Regarding Late Delivery

In the event the Contractor anticipates that it will not be able to meet any delivery and/or performance requirements identified in order, it shall immediately notify the SCDOT Program Manager orally and in writing giving pertinent rationale and proposed corrective action(s).

G. CONTRACT ADMINISTRATION DATA

G.1 Procurement Officer’s Authority

All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only government official authorized to bind the government with regard to this procurement or the resulting contract.

G.2 Invoicing Instructions

The State shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for services rendered and accepted, less any deductions provided in this contract. Payments will be made no more frequently than provided in the most current Work Plan Schedule.

H. SPECIAL CONTRACT REQUIREMENTS

H.1 Offshore Contracting Prohibited

No part of the resulting contract from this solicitation may be performed offshore of the United States by persons located offshore of the United State or by means, methods, or communications that, in whole or in part, take place offshore of the United States.

H.2 Disengagement Services

H.2.1 Availability.

Contractor shall provide SCDOT with Disengagement Services described in Contractor’s Disengagement Plan and as set forth below. Contractor shall provide the Disengagement Services to SCDOT or its designee(s), commencing upon a request for Disengagement Services by SCDOT, and, at SCDOT’ request, continue providing in accordance with the applicable Disengagement Plan (defined below) for the entire Disengagement Period or, if applicable, the expiration or termination of the Term.

H.2.2 Detailed Disengagement Plan.

Contractor shall prepare and deliver to SCDOT a detailed Disengagement Plan for SCDOT’ review, comment and approval within thirty (30) business days after written notice from SCDOT. The proposed detailed Disengagement Plan shall describe in detail the specific disengagement activities to be performed by Contractor, SCDOT and/or its designee(s) to transition the EAMS functions to SCDOT or its designee(s).

Contractor shall address and resolve any questions or concerns SCDOT may have as to any aspect of the proposed detailed Disengagement Plan and incorporate any modifications, additions or deletions to such Disengagement Plan requested by SCDOT. Contractor’s detailed Disengagement Plan as approved by SCDOT in writing shall be deemed appended to and incorporated in the contract.

H.2.3 Performance.

During any Disengagement Services, Contractor shall continue to meet the Service Levels and provide the System and Services at the same level and qualities as before SCDOT’ electing to commence Disengagement. Contractor shall perform the Disengagement Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency as it was required to provide the same or similar Services during the Term, including compliance with the Service Levels.

H.2.4 Rates and Charges.

To the extent the Disengagement Services requested by SCDOT can be provided by Contractor using personnel and resources already assigned to SCDOT without adversely affecting Contractor’s ability to meet its performance obligations, there will be no additional charge to SCDOT for such Disengagement Services. If material

Disengagement Services requested by SCDOT cannot be provided by Contractor using then assigned Contractor Personnel then in SCDOT’ discretion, either: (i) charges will be calculated at the time and materials rates in Contractor’s Business Proposal and the SCDOT approved Disengagement Plan, or (ii) assigned to SCDOT without adversely affecting Contractor’s ability to meet its performance obligations, SCDOT, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Contractor, the schedules associated with such work or the Service Levels to permit the performance of such Disengagement Services using such personnel.

Part II-Contract Clauses

I. CONTRACT CLAUSES

I.1 Mandatory Clauses

The following terms must be included in any contract resulting from this solicitation.

Modification of or additions to the mandatory terms in this Section I.1 may be cause for rejection of the proposal; however, the State reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

Contract Awarded Pursuant to Code

This contract is formed pursuant to and governed by the South Carolina Consolidated Procurement Code and is deemed to incorporate all applicable provisions thereof and the ensuing regulations.

Equal Opportunity

Contractor is referred to and shall comply with all applicable provisions, if any, of Title 41, Part 60 of the Code of Federal Regulations, including but not limited to Sections 60-1.4, 60-4.2, 60-4.3, 60- 250.5(a), and 60-741.5(a), which are hereby incorporated by reference.

Illegal Immigration

(An overview is available at www.procurement.sc.gov) You agree to provide to the State upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable to you and your subcontractors or sub-subcontractors; or (b) that you and your subcontractors or sub-subcontractors are in compliance with Title 8, Chapter 14. Pursuant to Section 8-14-60, "A person who knowingly makes or files any false, fictitious, or fraudulent document, statement, or report pursuant to this chapter is guilty of a felony, and, upon conviction, must be fined within the discretion of the court or imprisoned for not more than five years, or both." You agree to include in any contracts with your subcontractors language requiring your subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the sub-subcontractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14.

Open Trade

During the contract term, including any renewals or extensions, Contractor will not engage in the boycott of a person or an entity based in or doing business with a jurisdiction with whom South Carolina can enjoy open trade, as defined in SC Code Section 11-35-5300.

Order of Precedence

Any inconsistency in this solicitation or contract shall be resolved by giving precedence in the following order:

(a) Notice of Intent to Award

(b) The Schedule (excluding the specifications).

(c) Representations and other instructions.

(d) Contract clauses.

(e) Other documents, exhibits, and attachments.

(f) The specifications.

Organizational Conflict of Interest

(a) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor make will a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(b) Contractor and/or subcontractors who assist the owner in the preparation of a RFP document will not be allowed to participate as a Proposer or join a team submitting a proposal in response to the RFP. However, SCDOT may determine there is not an organizational conflict of interest for a contractor or subcontract where:

1. The role of the contractor or subcontractor was limited to provision of preliminary design, reports, or similar “low-level” documents that will be incorporated into the RFP, and did not include assistance in development of instructions to Proposer or evaluation criteria, or

2. All documents and reports delivered to SCDOT by the contractor or subcontractor are made available to all Proposers

(c) Proposers who identify any person or entity who has an organizational conflict and/or has performed, is performing, or will perform certain preliminary engineering for this Project, and wish to identify them to participate on the Proposer’s team shall:

1. Disclose all work performed in relation to the Project and describe in detail the organizational conflict. Proposer shall state how its interests or those of its chief executives, directors, Key Individuals for this Project, or any proposed consultant, contractor or subcontractor may result, or could be viewed as an organizational conflict of interest;

2. Provide all records of such work to SCDOT so that all such information can be made available to all potential Proposers, if necessary;

3. Ensure that the person’s or entity’s contract with SCDOT or any related entity to perform service related to this Project has expired or has been terminated prior to release of the RFP;

4. In cases where the person or entity is identified as a Key Individual on more than one Proposer’s Team for this Project, Proposer shall describe how the person or entity will avoid conflicts in the bid phase of the Project.

5. Comply with all federal and state conflict of interest rules and regulations.

(d) Remedies - The Contracting Officer may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, debar the Contractor for Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause in any subcontract of consultant agreement hereunder.

Payment and Interest

(a) The State shall pay the Contractor, after the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified herein, including the purchase order, payment shall not be made on partial deliveries accepted by the Government.

(b) Unless otherwise provided herein, including the purchase order, payment will be made by check mailed to the payment address on "Page Two." (c) Notwithstanding any other provision, payment shall be made in accordance with S.C. Code Section 11-35-45, or Chapter 6 of Title 29 (real property improvements) when applicable, which provides the Contractor's exclusive means of recovering any type of interest from the Owner. Contractor waives imposition of an interest penalty unless the invoice submitted specifies that the late penalty is applicable. Except as set forth in this paragraph, the State shall not be liable for the payment of interest on any debt or claim arising out of or related to this contract for any reason. (d) Amounts due to the State shall bear interest at the rate of interest established by the South Carolina Comptroller General pursuant to Section 11-35-45 ("an amount not to exceed fifteen percent each year"), as amended, unless otherwise required by Section 29-6-30.

(e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code Ann. Section 34-31-20, are expressly waived by both parties. If a court, despite this agreement and waiver, requires that interest be paid on any debt by either party other than as provided by items (c) and (d) above, the parties further agree that the applicable interest rate for any given calendar year shall be the lowest prime rate as listed in the first edition of the Wall Street Journal published for each year, applied as simple interest without compounding. (f) The State shall have all of its common law, equitable and statutory rights of set-off.

Pricing Data- Audit – Inspection

[Clause Included Pursuant to Section 11-35-1830, - 2210, & -2220] (a) Cost or Pricing Data. Upon Procurement Officer's request, you shall submit cost or pricing data, as defined by 48 C.F.R. Section

2.101 (2004), prior to either (1) any award to contractor pursuant to 11-35-1530 or 11-35-1560, if the total contract price exceeds $500,000, or (2) execution of a change order or contract modification with contractor which exceeds $100,000. Your price, including profit or fee, shall be adjusted to exclude any significant sums by which the state finds that such price was increased because you furnished cost or pricing data that was inaccurate, incomplete, or not current as of the date agreed upon between parties. (b) Records Retention. You shall maintain your records for three years from the date of final payment, or longer if requested by the chief Procurement Officer. The state may audit your records at reasonable times and places. As used in this subparagraph (b), the term "records" means any books or records that relate to cost or pricing data submitted pursuant to this clause. In addition to the obligation stated in this subparagraph (b), you shall retain all records and allow any audits provided for by 11-35-2220(2). (c) Inspection. At reasonable times, the state may inspect any part of your place of business which is related to performance of the work.

(d) Instructions Certification. When you submit data pursuant to subparagraph (a), you shall (1) do so in accordance with the instructions appearing in Table 15-2 of 48 C.F.R. Section 15.408 (2004) (adapted as necessary for the state context), and (2) submit a Certificate of Current Cost or Pricing Data, as prescribed by 48 CFR Section 15.406-2(a) (adapted as necessary for the state context).

(e) Subcontracts. You shall include the above text of this clause in all of your subcontracts.

(f) Nothing in this clause limits any other rights of the state.

Termination Due to Unavailability of Funds

Payment and performance obligations for succeeding fiscal periods shall be subject to the availability and appropriation of funds therefor. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract shall be canceled.

In the event of a cancellation pursuant to this paragraph, contractor will be reimbursed the resulting unamortized, reasonably incurred, nonrecurring costs. Contractor will not be reimbursed any costs amortized beyond the initial contract term.

I.2 Additional Required Terms

Funding for this Contract includes monies provided by the federal government. As a condition of providing those funds, federal law specifically requires inclusion of certain contract provisions. Those terms are described in:

2 CFR Appendix II to Part 200 - Contract Provisions for Non-Federal Entity Contracts Under Federal Awards

I.3 Proposed Contract Terms

The State proposes to include all the terms in Attachment I in any contract resulting from this solicitation. You may state an exception to any term in Attachment I. If you do so, you must:

a. Identify the term(s) on an attachment to your proposal;

b. Explain why you take exception to the State’s language;

c. Indicate what change or alternative language you propose;

d. Clearly identify why the acceptance of your change or alternative language would be advantageous to the State.

The State will interpret the absence of an exception to a term as your acceptance of that term.

Part III-List of Documents, Exhibits, and Other Attachments

J. LIST OF ATTACHMENTS

J.1 Solicitation Exhibits Incorporated into Final Contract

Attachment A – Cover Page

Attachment K –Representations, certifications and other statements by offerors (incorporated by reference but not physically attached)

J.2 Solicitation Exhibits Not Incorporated into Final Contract

Attachment C – Statement of Objectives (SOO)

Attachment I – Proposed Contract Terms

Attachment L.1 - Instructions to Offerors

Attachment L.2 – Service Provider Security Assessment Questionnaire

Attachment L.3 - South Carolina Standard Amendment to End User License Agreements for Commercial Off-The-Shelf Software – Single Agency

Part IV-Representations and Instructions

K. REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS

See Attachment K - Representations, certifications, and other statements of offerors.

You must sign and date Attachment K and include it as a separate exhibit to your proposal. If you are unable to make any of the representations in Attachment K, or if you qualify your responses in any way, you must attach a separate, signed statement explaining in detail the reason for such a response.

L. INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1 Information in attachments

L.1.1 See Attachment L.1 - Instructions to Offerors.

L.2 Information for offerors to submit - General (MODIFIED)

You shall submit a signed Cover Page and Page Two. If you submit your offer electronically, you must upload an image of a signed Cover Page and Page Two. Your offer should include all other information and documents requested in this part and in any appropriate attachments addressed in Part J, Attachments to Solicitations. You should submit a summary of all insurance policies you have or plan to acquire to comply with the insurance requirements stated herein, if any, including policy types;

coverage types; limits, sub-limits, and deductibles for each policy and coverage type;

the carrier's A.M. Best rating; and whether the policy is written on an occurrence or claims-made basis.

L.3 Qualifications - Special Standards of Responsibility (MAR 2015):

This section establishes special standards of responsibility. UNLESS YOU POSSESS

THE FOLLOWING MANDATORY MINIMUM QUALIFICATIONS, DO NOT

SUBMIT AN OFFER:

Offeror has implemented their asset management solution at one or more US state transportation agencies within the last 10 years with multiple program area modules and greater than 200 direct end users.

(b) Provide a detailed, narrative statement with adequate information to establish that you meet all the requirements stated in subparagraph (a) above. Include all appropriate documentation. If you intend for us to consider the qualifications of your key personnel, predecessor business(es), or subcontractor(s), explain the relationship between you and such person or entity. [R. 19-445.2125(F)]

[05-5010-2]

L.4 Cross Referencing

Each volume, other than the Cost volume, shall be written to the greatest extent possible on a stand-alone basis so that its content may be evaluated with a minimum of cross-referencing to other volumes of the proposal. Cross-referencing within a proposal volume is permitted where its use would conserve space without impairing clarity. Hyperlinking of cross-references is permissible. Information required for proposal evaluation, which is not found in its designated volume or cross-referenced, is assumed omitted from the proposal.

L.5 Proposal Preparation

Your proposal shall be evaluated strictly on the merit of the material submitted. No materials shall be incorporated by reference that are not included in the technical proposal. Each proposal Volume should stand alone.

The proposal should be submitted in the following parts:

1. Letter of Interest – limit 2 pages

2. EAMS Qualifications and Technical Proposal – limit 30 pages

3. EAMS Proposed Cost and Assumptions – limit 8 pages

The proposal should be formatted on a standard 8 ½ x 11” page size, with no less than ½” margins and a font no smaller than 11-point. Each section of the document will have a specified maximum number of pages and recommendations for portions that can be included in an appendix and not counted toward the maximum page count.

To aid in the evaluation, proposals shall be clearly and concisely written as well as being neat, indexed (cross-indexed, as appropriate), and logically assembled.

L.6 Your format shall be as follows:

Note: the proposal outline follows (mirrors/tracks) the Proposal Criteria and Sub-criteria outline in Section M.

1. Volume 1 – EAMS Qualifications and Technical Proposal

The vendor or team of vendors should include the following types of information in their proposal:

a. Vendor overview – including identification of prime contractor if proposal is from a vendor team. The prime contractor will ultimately be solely responsible for the successful implementation of EAMS at SCDOT. This overview should provide a brief overview of the vendor or vendor team. If a vendor team is proposed, this section should include an overview of the history of the team working together on projects of similar size and scope. The vendor team should highlight its transportation industry knowledge and familiarity with MAP-21, Fast Act, TAMP, and NHPP. The vendor overview should not be more than 4 pages in length.

b. Solution overview – a high-level overview of the breadth and depth of solutions offered by the vendor. This overview should also provide an overview of the solution’s technology architecture and any relevant partner relationships. An overview of the vendor’s application product line upgrade history and commitment to regular updates and maintenance releases is also requested. In addition, an overview of the vendor’s product development roadmap including major planned upgrades and expected new offerings is required. The solution overview should not be more than 10 pages in length. Additional solution information such as software module descriptions and licensing models can be provided in an Appendix to the proposal that will not count toward the page limit. The service level agreement (SLA) for a hosted solution should be provided as an Appendix to the proposal that will also not count toward the page limit.

c. Vendor experience – overview of up to 5 enterprise asset management projects of similar size and scope for other transportation agencies within the last 10 years. This overview should indicate the agency, point of contact (name, position, email, phone), overview of the modules implemented including current software version, major integrations involved, deployment platform, implementation partners involved, ongoing maintenance and support, and timeframe of implementation.

The vendor experience should not be more than 5 pages in length.

d. Project approach – the vendor should demonstrate its depth of experience by providing an overview of its best practices in successfully implementing a project of this size and scope. The project approach should outline how the vendor and SCDOT will work collaboratively and efficiently to identify and prioritize specific requirements and successfully implement the solution in the most cost effective and expeditious manner. The vendor should provide a list of the project documentation that will be delivered for the project as a whole, and for each module’s implementation. The project approach should not be more than 5 pages in length.

e. Project staffing – identification of vendor key staff including overall project manager, technical architect, primary subject matter expert/technical lead for each module to be implemented, and GIS/LRS functional lead. An overview of the qualifications of key staff should be included along with acknowledgement that each of the proposed key staff cannot be changed by the vendor without the designation of a replacement of equal or better qualifications and prior written approval of SCDOT. A summary of the commitments of key staff to other projects and availability for this project should be provided. A single project organization chart of the vendor team, subcontractors, or partners including names of key staff is required. The staffing portion of the proposal should also include an issue escalation pathway and process for technical as well as contractual issues. The project staffing section of the proposal should not be more than 4 pages in length. Resumes of key staff should be provided as an Appendix to the proposal and will not count toward the proposal length limit.

f. Project schedule – a high-level schedule of initial project activities as well as subsequent module implementations that can be performed concurrently along with the major milestones anticipated in each module. The schedule should identify a kickoff meeting at SCDOT headquarters within 30 days after contract award and the submission of monthly progress reports to SCDOT by the 15th of each month. A more detailed schedule will be developed as part of the overall EAMS Implementation Plan. The high-level project schedule should not be more than 2 pages in length.

2. Volume 2 -EAMS Proposed Cost and Assumptions

The cost proposal should include a breakdown of the fixed price costs for the one-time project startup costs, as well as a cost for each program area to be implemented, and a total proposed cost for the entire project. In order to provide costs with only high-level information at this stage, the vendors should make assumptions and include the list of those assumptions as part of the proposed cost. The proposed cost should not be more than 6 pages in length.

The cost assumptions should not be more than 2 pages in length.

One-Time Project Startup Costs

The one-time project costs include activities such as:

• Project Initiation – project startup costs including on-site kick off meeting, development and approval of overall EAMS Implementation Plan.

• Core Application Software – costs for core application software only.

• Core Application Software Annual Maintenance – the core software maintenance will begin after the initial module in EAMS is live.

• EAMS Implementation Plan – for development of the EAMS

Implementation Plan which will define foundational program items.

• Annual Hosting – for Development and Test Environments to use during

Implementation/Configuration and Testing.

• Annual Hosting of Production Environment (optional)

Program Area Costs

For each program area to be implemented within EAMS the vendor should include the fixed price costs broken down into the following categories. There should be one of these tables for each of the modules to be implemented.

Item Total Cost

One-Time Project Costs Project Initiation - Kick Off $0.00 EAMS Implementation Plan $0.00 Core Software Licensing $0.00 Core Software Annual Maintenance $0.00 Hosting - Dev and Test $0.00 Hosting - Production (Optional) $0.00

Total One-Time Project Costs $0.00

For each program area, the fixed price costs should include full labor costs plus travel and expenses as well as software and maintenance:

• Program Area Implementation Plan – program initiation activities such as the discovery, development of an implementation plan, and approval of that plan for each program area.

• Project Management – project management activities including status reporting and meetings, coordination, documentation, change management, schedule, etc.

• Implementation/Configuration – activities to implement the solution including configuration, data conversion, interface development, reporting, testing, deployment, initial support, etc.

• Training – instructor led and web-based training including all materials.

Most training will take place at SCDOT headquarters where computer facilities are available. However, Maintenance Management training will need to take place in all 7 Districts. Assume that SCDOT will provide the facility and computers for training.

• Program Area Close Out - updated documentation of the program area implementation including workflow configurations, training materials, outstanding support issues, plan for transition to vendor support team, and final acceptance by SCDOT of the program area implementation.

• Software License Costs – for program area module only.

• Annual Software Support and Maintenance – for program area module only.

Depending on how vendors bundle their solutions, the number of program area cost breakdowns may vary. Each vendor should propose their own breakdown and provide a single overall cost to implement all requested program area solutions.

Item Total Cost

For Each Program Area …

Program Area Implementation Plan $0.00 Project Management $0.00 Program Area Software Licensing $0.00 Program Area Software Annual Maintenance $0.00 Implementation $0.00 Training $0.00 Program Area Close Out $0.00

Total Each Program Area… $0.00

Cost Assumptions Vendors should list the assumptions used in their fixed price costs. For example, training could use the approach of instructor-led training for all end users, take a train the trainer approach, use interactive computer-based training, or use some combination of all of these types of instruction. The proposal should reflect the best practices of the vendor and these types of assumptions should be listed and explained by the vendor.

It is assumed that the vendor will perform a more detailed cost analysis and breakdown once the discovery phase of each program area is…