IFB - 30-25014 - DSOHF - EHR Barcode License Keys.pdf

OFFER AND ACCEPTANCE

The State seeks offers for the goods, software, and/or services 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, the order of precedence shall be (1) Best and Final Offers, if any, (2) special terms and conditions specific to this IFB, (3) specifications, (4) Department of Information Technology Terms and Conditions of this IFB, 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 Invitation for Bid, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all Services or goods upon which prices are offered, at the price(s) offered herein, within the time specified herein. 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 the offer invalid. Late offers are not acceptable.

OFFEROR:

STREET ADDRESS: P.O. BOX: ZIP:

CITY, STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL.

NO

PRINT NAME & TITLE OF PERSON SIGNING: FAX NUMBER:

AUTHORIZED SIGNATURE: DATE: E-MAIL:

Offer valid for one hundred eighty (180) days from date of offer opening unless otherwise stated here: ____ days

ACCEPTANCE OF OFFER

If any or all parts of this IFB are accepted, an authorized representative of NC Department of Health and Human Services shall affix their signature hereto. A copy of this acceptance will be forwarded to the successful vendor(s).

FOR STATE USE ONLY

Offer accepted and contract awarded this ______ day of _____________________, 20____, as indicated on attached certification, by _____________________________________________ (Authorized representative of Department of Health and Human Services, Division of State Operated Healthcare Facilities).

STATE OF NORTH CAROLINA INVITATION FOR BIDS NO. 30-25014-DSOHF

DEPARTMENT OF HEALTH AND HUMAN

SERVICES

Division of State Operated Healthcare Facilities

Offers will be publicly opened: December 20, 2024

Issue Date: December 6, 2024

Refer ALL inquiries regarding this IFB to:

Frank.diaz@dhhs.nc.gov or

Daryl.brooks@dhhs.nc.gov

Commodity Number: 42142306

Description: CodeCorp CortexDecoder for Epic Rover Licenses

Using Agency: Division of State Operated Healthcare Facilities - DSOHF

See page 2 for mailing instructions. Requisition No.:

mailto:Frank.diaz@dhhs.nc.gov mailto:Daryl.brooks@dhhs.nc.gov

IFB Number: 30-25014-DSOHF

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TABLE OF CONTENTS

1.0 INTENT, USE, DURATION AND SCOPE

2.0 GENERAL INFORMATION

2.1. VENDOR QUESTIONS

2.2. ADDENDA

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. E-PROCUREMENT SOLICITATION

2.9. DISTRIBUTORS AND RESELLERS

2.10. POSSESSION AND REVIEW

2.11. BEST AND FINAL OFFERS (BAFO)

2.12. 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. PRODUCT MAKE AND MODEL

3.5. DESCRIPTIVE LITERATURE – RESERVED

3.6. SECURITY SPECIFICATIONS

3.7. ENTERPRISE ARCHITECTURE SPECIFICATIONS

3.8. PRODUCT RECALL - RESERVED

3.9. WARRANTY - RESERVED

3.10. MAINTENANCE- RESERVED

3.11. CONTRACT TERM

3.12 DELIVERY

3.13 SPECIFICATIONS - RESERVED

4.0 FURNISH AND DELIVER

5.0 ADDITIONAL INFORMATION

5.1. HISTORICALLY UNDERUTILIZED BUSINESSES

5.2. RECYCLED CONTENT - RESERVED

5.3. ENERGY STAR PRODUCTS - RESERVED

6.0 DEPARTMENT OF INFORMATION TECHNOLOGY INSTRUCTIONS TO VENDORS

7.0 DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

ATTACHMENT A: EULA TO CORTEXDECODER SUBSCRIPTION AGREEMENT (EPIC ROVER)

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1.0 INTENT, USE, DURATION AND SCOPE

The purpose of this Invitation for Bids is to obtain pricing for and procure EHR CodeCorp CortexDecoder for Epic Rover Licenses for the Department of Health and Human Services (DHHS), Division of State Operated Healthcare Facilities (DSOHF). Products and Services will be provided in accordance with the terms and conditions of this IFB.

2.0 GENERAL INFORMATION

2.1. VENDOR QUESTIONS

All inquiries regarding the solicitation specifications or requirements are to be addressed to the contact person listed on Page One (1) of this solicitation. Vendors contact regarding this Solicitation with anyone other than the contact person listed on Page One (1) of this Solicitation may be grounds for rejection of said Vendor’s offer.

Written questions concerning this Solicitation will be received until December 13, 2024, at 5:00 PM Eastern Time. They must be submitted to the contact person listed on Page One of this Solicitation via the Sourcing Tool's message board by the date and time specified. Please enter “Questions Solicitation XXXX” as the subject for the message. Questions should be submitted in the following format:

REFERENCE VENDOR QUESTION

IFB Section, Page Number

2.2. ADDENDA

The State may issue addenda if Vendor questions are permitted as described above, or if additional terms, specifications, or other changes are necessary for this procurement. It is important that all Vendors bidding on this IFB periodically check the NC eVP for any and all Addenda that may be issued prior to the offer opening date. All addenda shall become an Addendum to this IFB.

2.3. OFFER SUBMITTAL

Due Date: December 20, 2024 Time: 2:00 PM Eastern Time

IMPORTANT NOTE: It is the Vendor’s sole responsibility to upload their offer to the Ariba Sourcing Module by the specified time and date of opening. 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. The vendor must include all the pages of this solicitation in their response.

Electronic Submittals will be received by 2:00 PM Eastern Time on the Offeror’s Submittal Date and then opened, for furnishing and delivering the commodity as described herein. Offers must be submitted via the Ariba Sourcing Module with the Execution page signed and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification.

Attempts to submit a proposal via facsimile (FAX) machine, telephone, email, email attachments, or in any hardcopy format in response to this Bid SHALL NOT be accepted and will automatically be deemed non-responsive.

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a) The vendor’s offer submitted through the Ariba Sourcing Module should consist of ALL pages of this IFB with the following sections completed:

a. Page 1 of the IFB – completed and signed

b. Section 2.14 (Points of Contact)

c. Section 3.2 (Vendor Utilization of Workers Outside U.S)

d. Section 3.9 (Warranty)

e. Section 4.0 (Furnish and Delivery Table)

f. Section 5.0 (Additional Information)

b) The Ariba Sourcing Module document number is: WS1345712700

c) All File names should start with the Vendor name first, in order to easily determine all the files to be included as part of the vendor’s response. For example, files should be named as follows:

Vendor Name-your file name.

d) File content SHALL NOT be password protected, the file formats must be in .PDF, .JPEG, .DOC or .XLS format, and shall be capable of being copied to other sources. Inability by the State to open the Vendor’s files may result in the Vendor’s offer(s) being rejected as non-responsive.

e) If the vendor’s proposal contains any confidential information (as defined in Section 7, Paragraph #18), then the vendor must provide one (1) signed, original electronic offer and one

(1) redacted electronic copy.

For Vendor training on how to use the Ariba Sourcing Tool to view solicitations, submit questions, develop responses, upload documents, and submit offers to the State, Vendors should go to the following site: https://eprocurement.nc.gov/training/vendor-training Questions or issues related to using the Ariba Sourcing Tool itself can be directed at the North Carolina eProcurement Help Desk at 888-211-7440, Option 2. Help Desk representatives are available Monday through Friday from 7:30 AM EST to 5:00 PM EST.

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. Vendors contact regarding this IFB with anyone other than individuals listed on page one (1) may be grounds for rejection of said Vendor’s offer.

2.5. LATE OFFERS

Regardless of the cause, late offers will not be accepted and will automatically be disqualified for 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”, https://eprocurement.nc.gov/training/vendor-training

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• “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 an Offeror’s response.

This applies to any language appearing in or attached to the document as part of the Offeror’s response. By execution and delivery of this Invitation for Bids and response(s), the Offeror agrees that any additional terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect.

2.8. E-PROCUREMENT SOLICITATION

This is an E-Procurement solicitation. See Paragraph #47 of the attached Department of Information Technology Terms and Conditions.

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 the 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 the award of contract, the complete bid file will be available to any interested person 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 OFFERS (BAFO)

The State may establish a competitive range based upon evaluations of offers, and request BAFOs from the Vendor(s) within this range, e.g. “Finalist Vendor(s)”. If negotiations or subsequent offers

Page 6 of 30 Version 5.15.24 are solicited, the Vendor(s) shall provide BAFO(s) in response. Failure to deliver a BAFO when requested shall disqualify the non-responsive Vendor for 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. AWARD

It is the general intent to award this contract to one (1) Vendor. As provided by statute, the award will be based on Lowest Price Technically Acceptable Source Selection Method in accordance with N.C.G.S. §143B-1350(h), which provides that the offer must be in substantial conformity with the specifications herein, and 09 NCAC 06B.0302.

A link to the NC Electronic Vendor Portal (eVP) allows the public to retrieve contract award information electronically from the web site: https://evp.nc.gov/ Results may be found by searching by IFB number or agency name. This information may not be available for several weeks depending upon the complexity of the acquisition and the length of time to complete the evaluation process.

2.13. POINTS OF CONTACT

Contact by the Offeror with the people shown below for contractual and technical matters related to this IFB is only permitted if expressly agreed to by the purchasing lead named on page 5, or upon award of contract:

Vendor Contractual Point of Contact Vendor Technical Point of Contact

[NAME OF VENDOR]

Email:

Street: [STREET ADDRESS]

[CITY, STATE, ZIP]

Attn: Assigned Contract Manager

[NAME OF VENDOR]

Email:

Street: [STREET ADDRESS]

[CITY, STATE, ZIP]

Attn: Assigned Technical Lead

3.0 SPECIFICATIONS

3.1. VENDOR STANDARD AGREEMENT(S)

The terms and conditions of Vendor’s standard services, license, maintenance or other agreement(s) applicable to Services, Goods, Software and other Products acquired under this 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 DIT Terms and Conditions herein shall apply in all cases and supersede any provisions contained in 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 CodeCorp CoretexDecoder is currently in the process of being finalized by and between CodeCorp and NC DHHS and will be applicable to this IFB. A fully executed copy of the updated license agreement shall be incorporated by reference and attached to the final version of this IFB via a Best and Final Offer – BAFO document.

https://evp.nc.gov/

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3.2. VENDOR UTILIZATION OF WORKERS OUTSIDE U.S.

In accordance with N.C.G.S. §143B-1361(b), Vendor must detail in the IFB response, the manner in which it intends to utilize resources or workers located outside the U.S. The State of North Carolina will evaluate the additional risks, costs, and other factors associated with such utilization prior to making an award for any such Vendor’s offer. The Vendor shall provide the following for any offer or actual utilization or contract performance:

a) The location of work performed under a state contract by the Vendor, any subcontractors, employees, or other persons performing the contract and whether any of this work will be performed outside the United States.

b) The corporate structure and location of corporate employees and activities of the Vendors, its affiliates or any other subcontractors.

c) Notice of the relocation of the Vendor, employees of the Vendor, subcontractors of the Vendor, or other persons performing Services under a state contract outside of the United States.

d) Any Vendor or subcontractor providing call or contact center Services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center Services are being provided.

Will any work under this contract be performed outside the United States? YES NO

If Vendor answered “YES” above, list the location(s) outside the United States where work under this contract will be performed by Vendor, any sub-contractors, employees, or other persons performing work under the contract.

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. PRODUCT MAKE AND MODEL

3.4.1 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 specified. Failure to comply with this requirement will result in rejection of the offer.

3.4.2 ESTIMATED QUANTITIES

The quantities indicated herein are estimates only and are provided for informational purposes based on DSOHF’s current identified needs. No maximum or minimum quantities are guaranteed.

It shall be understood and agreed that the State may purchase more or less than the estimated quantities during the contract period. The State reserves the right to increase or decrease the quantities procured as needed. The State shall not be obligated to purchase more than its normal requirements. The State will be responsible only for items requested and received

3.5. DESCRIPTIVE LITERATURE – RESERVED

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3.6. SECURITY SPECIFICATIONS

3.6.1 SOLUTIONS HOSTED ON STATE INFRASTRUCTURE.RESERVED

3.6.2 SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE. RESERVED

3.7. ENTERPRISE ARCHITECTURE SPECIFICATIONS

1. ENTERPRISE STRATEGIES, SERVICES, AND STANDARDS:

Agencies and Vendors should refer to the Vendor Resources Page for information on North Carolina Information Technology enterprise services, security policies and practices, architectural requirements, and enterprise contracts. The Vendor Resources Page can be found at the following link: https://it.nc.gov/vendor-engagement-resources. This site provides vendors with statewide information and links referenced throughout the IFB document. Agencies may request additional information.

2. ARCHITECTURE DIAGRAMS DEFINED:

The State utilizes diagrams to better understand the design and technologies of a proposed solution. The architecture diagrams required at offer submission can be found at the following link: https://it.nc.gov/architectural-artifacts. There may be additional architectural diagrams requested of the vendor after contract award. This will be communicated to the vendor by the agency as needed during the project. The additional diagrams can be found at the link above.

3. VIRTUALIZATION:

The State desires flexibility to host Vendor’s proposed solution in a virtualized environment, should it determine in the future that virtualized hosting for such solution would be more economical or efficient. The State currently utilizes server virtualization technologies including VMware, Solaris and zLinux. The Vendor should state whether its solution operates in a virtualized environment. Vendor also should identify and describe all differences, restrictions, or limitations of its proposed solution with respect to operation, licensing, support, certification, warranties, and any other details that may impact its proposed solution when hosted in a virtualized environment.

4. NCID:

The proposed solution must externalize identity management and will be required to utilize the North Carolina Identity Service (NCID) for the identity management and authentication related functions performed by this application. NCID is the State's enterprise identity management (IDM) service. It is operated by the North Carolina Department of Information Technology.

Additional information regarding this service can be found in the DIT Service Catalog at:

http://it.nc.gov/it-services (see Identity Management - NC Identity Management under the main menu item Application Services) and the NCID Web site at: https://it.nc.gov/ncid/.

5. EQUIVALENT ITEMS:

Whenever a material, article or piece of equipment is identified in the specification(s) by reference to a manufacturer or Vendor’s name, trade name, catalog number or similar identifier, it is intended to establish a standard for determining substantial conformity during evaluation, otherwise specifically stated as a brand specific requirement (no substitute items will be allowed).

Any material, article, or piece of equipment of other manufacturers or Vendors shall perform to the standard of the item named. Equivalent offers must be accompanied by sufficient descriptive literature and/or specifications to provide for detailed comparison. Samples of items, if required, shall be furnished at no expense to the State and if not destroyed in the evaluation process, may be returned to the Vendor at the Vendor’s expense.

https://it.nc.gov/vendor-engagement-resources https://it.nc.gov/architectural-artifacts http://it.nc.gov/it-services

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6. LITERATURE:

All offers shall include specifications and technical literature sufficient to allow the State to determine that the proposed solution substantially meets all specifications. This technical literature will be the primary source for evaluation. If a specification is not addressed in the technical literature, it must be supported by additional documentation and included with the offer.

7. EQUIVALENT GOODS:

The State may, in its sole discretion, investigate any substitute or equivalent goods irrespective of any representation made by a Vendor or manufacturer.

8. DEVIATION FROM SPECIFICATIONS:

Any deviation from specifications indicated herein must be clearly identified as an exception and listed on a separate page labeled “Exceptions to Specification.” Any deviations shall be explained in detail. The Vendor shall not construe this paragraph as inviting deviation or implying that any deviation will be acceptable. Offers of alternative or non-equivalent goods or services may be rejected if not found substantially conforming; and if offered, must be supported by independent documentary verification that the offer substantially conforms to the specified goods or services specification.

3.8. PRODUCT RECALL - RESERVED

3.9. WARRANTY - RESERVED

3.10. MAINTENANCE- RESERVED

3.11. CONTRACT TERM

A contract awarded pursuant to this IFB shall have an effective date as provided in the Notice of Award. The term shall be one (1) year 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 at its sole discretion.

3.12 DELIVERY

Successful Vendor will furnish license keys within three (3) consecutive calendar days after receipt of purchase order (PO) to the following location(s):

3.13 SPECIFICATIONS - RESERVED

4.0 FURNISH AND DELIVER

INITIAL CONTRACT TERM

ITEM #

ESTIMATED

QTY

UNIT

DESCRIPTION

UNIT COST

EXTENDED COST

1 3350 each CodeCorp CortexDecoder for Epic Rover (Mfg. Part: CDR-IOS-EL2-CUL-Q00200-

AN5)

Initial Contract Term Offer Cost ________________

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OPTIONAL RENEWAL TERM - YEAR 1

1 100 each Option Year 1 - CodeCorp CortexDecoder for Epic Rover (Mfg. Part: CDR-IOS-EL2-CUL-

Q00200-AN5)

Optional Renewal Year 1 Offer Cost ________________

OPTIONAL RENEWAL TERM YEAR 2

1 100 each Option Year 2 - CodeCorp CortexDecoder for Epic Rover (Mfg. Part: CDR-IOS-EL2-CUL-

Q00200-AN5)

Optional Renewal Year 2 Offer Cost ________________

Total Offer Costs ________________

5.0 ADDITIONAL INFORMATION

5.1. HISTORICALLY UNDERUTILIZED BUSINESSES

“Historically Underutilized Businesses (HUBs) consist of minority, women and disabled business firms that are at least fifty-one percent owned and operated by an individual(s) of the aforementioned categories. Also included in this category are disabled business enterprises and non-profit work centers for the blind and severely disabled.” http://ncadmin.nc.gov/businesses/hub 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. This includes utilizing subcontractors to perform the required functions in this IFB.

Is Vendor a Historically Underutilized Business? YES NO If “YES”, specify classification. ___________________________

5.2. RECYCLED CONTENT - RESERVED

5.3. ENERGY STAR PRODUCTS - RESERVED

6.0 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.

http://ncadmin.nc.gov/businesses/hub

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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: Is 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) INFORMATION AND DESCRIPTIVE LITERATURE: Vendor is to furnish all information requested and, in the spaces, provided in this document. Further, if required elsewhere in this IFB, each Vendor must submit with their offer sketches, descriptive literature and/or complete specifications covering the products offered. Only information that is received in response to this IFB will be evaluated.

Reference to information previously submitted or Internet Website Addresses (URLs) will not satisfy this provision. Offers which do not comply with these requirements will be subject to rejection.

5) RECYCLING AND SOURCE REDUCTION: It is the policy of this State to encourage and promote the purchase of products with recycled content to the extent economically practicable, and to purchase items which are reusable, refillable, repairable, more durable, and less toxic to the extent that the purchase or use is practicable and cost-effective. We also encourage and promote using minimal packaging and the use of recycled/recyclable products in the packaging of commodities purchased. However, no sacrifice in quality of packaging will be acceptable. The company remains responsible for providing packaging that will protect the commodity and contain it for its intended use.

Companies are strongly urged to bring to the attention of the relevant purchasers in the State those products or packaging they offer which have recycled content and that are recyclable.

6) 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 NCDIT.

The Vendor is cautioned that the requirements of this IFB can be altered only by written addendum and that verbal communications from whatever source are of no effect.

7) 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.

8) 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, and in accordance with N.C.G.S. §143B-1350(h), which provides that the offer must be in substantial conformity with the specifications herein, and 09 NCAC 06B.0302. 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, NCDIT 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 NCDIT to be pertinent or peculiar to the purchase in question.

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9) SAMPLES: Sample items, when required, must be furnished as stipulated herein, free of expense, and if not destroyed will, upon request, be returned at the Vendor’s expense. A written request for the return of samples must be made within 10 days following the date of offer opening. Otherwise, the samples will become the property of the State. Each individual sample must be labeled with the Vendor’s name, offer number, and item number. A sample on which an award is made will be retained until the contract is completed, and then returned, if requested, as specified above.

10) 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.

11) 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 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.

12) VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Vendor Link NC allows Vendors to electronically register with the State to receive electronic notification of current procurement opportunities for goods and services available on the NC Electronic Vendor Portal (eVP) at the following web site: https://evp.nc.gov/

13) DIGITAL IMAGING: The State will digitize the Vendor’s response if not received electronically, and any awarded contract together with associated contract documents. This electronic copy shall be a preservation record and serve as the official record of this solicitation with the same force and effect as the original written documents comprising such records. Any printout or other output readable by sight shown to reflect such record accurately is an "original."

7.0 DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

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 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 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. 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

Page 13 of 30 Version 5.15.24 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 modifications 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 Vendor. Shipping or freight charges, if there are 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, 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 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: Vendor shall assign all applicable third-party warranties for Deliverables to the Purchasing State Agency.

4) PERSONNEL: Vendor shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Agency Contract Administrator. Any desired substitution shall be notified by the Agency’s Contract Administrator accompanied by the names and references of 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 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:

i) Such use does not conflict with the terms, specifications or any amendments to this Contract, or

ii) Such use does not conflict with any procurement law, regulation or policy, or

iii) Such use does not conflict with any non-disclosure agreement, or term thereof, by and between the State and Vendor or 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. 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

Page 14 of 30 Version 5.15.24 for any claim presented by the subcontractor. Notwithstanding any other term herein, Vendor shall timely exercise its contractual remedies against any non-performing subcontractor and, when appropriate, substitute another subcontractor.

6) VENDOR’S REPRESENTATION: 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. Vendor agrees that it will not enter any agreement with a third party that might abridge any rights of the State under this Contract. 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 Vendor’s obligations hereunder. Third party subcontractors, if approved, may serve as subcontractors to 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. 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. 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 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, 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) Vendor warrants that it has the financial capacity to perform and to continue perform its obligations under the Contract; that Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against 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. 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 internal embedded software, firmware and unless otherwise provided in the State’s solicitation document, or in an attachment hereto): Deliverables comprising goods, equipment or products (hardware) may contain software for internal operation, or as embedded software or firmware that is generally not sold or licensed as a severable software product. Software may be provided in separate media, such as floppy diskettes or CD-ROM, or may be included within the hardware at or prior to delivery. Such software is proprietary, copyrighted, and may also contain valuable trade secrets and may be protected by patents. Vendor grants the State a license to use the Code (or any replacement provided) on, or in conjunction with, only the Deliverables purchased, or with any system identified in the solicitation documents. The State shall have a worldwide, nonexclusive, non-sublicensable license to use such software and/or documentation for its internal use. The State may make and install copies of the software to support the authorized level of use. Provided, however, that if the hardware is inoperable, the software may be copied for temporary use on other hardware. The State shall promptly affix to any such copy the same proprietary and copyright notices affixed to the original. The State may make one copy of the software for archival, back-up or disaster recovery purposes. The license set forth in this Paragraph shall terminate immediately upon the State’s discontinuance of the use of the equipment on which the software is installed. The software may be transferred to another party only with the transfer of

Page 15 of 30 Version 5.15.24 the hardware. If the hardware is transferred, the State shall i) destroy all software copies made by the State, ii) deliver the original or any replacement copies of the software to the transferee, and iii) notify the transferee that title and ownership of the software and the applicable patent, trademark, copyright, and other intellectual property rights shall remain with Vendor, or Vendor’s licensors. The State shall not disassemble, decompile, reverse engineer, modify, or prepare derivative works of the embedded software, unless permitted under the solicitation documents.

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), 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 & Deliver Table, above:

HARDWARE/EQUIPMENT:

a) Basic Services. The Vendor will provide at least normal and usual Hardware support and maintenance Services generally provided to customers in a similar program, position or setting consistent with and subject to the payment of the support and maintenance fees agreed upon in this Contract, all as indicated by part numbers in the Furnish and Deliver Table, above. The Vendor warrants to the State that all items furnished will be new (unless otherwise requested in this IFB), of good material and workmanship, and agrees to repair or replace any items which fail to comply with the specifications by reason of defective material or workmanship under normal use, free of State’s negligence or accident for one year from date of installation. Such repairs or replacements shall include any transportation costs free of any charge to the State. This statement is not intended to limit any additional coverage, which may normally be associated with a product, such as any “hot switch” or similar replacement warranty program applicable as indicated by the Vendor’s support description in the Furnish & Deliver Table, above. Any available warranties applicable to replacement Hardware equipment or parts will be passed on to the using agency.

b) 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 Support 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 hours, for calls made at any time.

SOFTWARE:

a) Error Correction. Upon notice by the State of a problem with the Software (which problem can be verified), 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. 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) Vendor shall notify the State of any material errors or defects in the Deliverables known, or made known to 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. 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 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. 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

Page 16 of 30 Version 5.15.24

Standard Time, Monday-Friday. The vendor shall respond to the telephone requests for Program maintenance service, within four hours, for calls made at any time.

9) TRAVEL…