OFFER AND ACCEPTANCE

The State seeks offers for the software and software support 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 solicitation, (3) specifications, (4) Department of Information Technology Terms and Conditions of this solicitation, and (5) the agreed portions of the awarded Vendor’s offer. No contract shall be binding on the State until an encumbrance of funds has been made for payment of the sums due under the contract.

EXECUTION

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

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

OFFEROR:

STREET ADDRESS: 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 sixty (60) days from date of offer opening unless otherwise stated here: ____ days

ACCEPTANCE OF OFFER

If any or all parts of this solicitation are accepted, an authorized representative of North Carolina Department of Revenue. A copy of this acceptance will be forwarded to the successful vendor(s).

FOR STATE USE ONLY

Offer accepted and contract awarded _____________________________________, as indicated on attached certification, by _____________________________________________ (Authorized representative of the NC Department of Revenue).

STATE OF NORTH CAROLINA INVITATION FOR BIDS NO. 45-RQ285733

DEPARTMENT OF REVENUE (NCDOR)

Information Technology Services Division

Offers will be publicly opened: September 22, 2026, at 10:00 AM Eastern Standard Time

Issue Date: September 14, 2026

Refer ALL inquiries regarding this IFB to:

Patrick Reil Patrick.reil@ncdor.gov

(919) 814-1390

Commodity Number: 811122 – Software maintenance and support

Description: Broadcom Autosys Software Support

Using Agency: North Carolina Department of Revenue (NCDOR)

See page 2 for mailing instructions. Requisition No.: RQ285733

Sep. 14, 2026

TABLE OF CONTENTS

1.0 INTENT, USE, DURATION AND SCOPE

2.0 GENERAL INFORMATION

2.1. VENDOR QUESTIONS

2.2. ADDENDUM TO SOLICITATION

2.3. ELECTRONIC OFFER SUBMITTAL

2.4. BASIS FOR REJECTION

2.5. LATE OFFERS

2.6. NON-RESPONSIVE OFFERS

2.7. NOTICE TO VENDOR(S)

2.8. E-PROCUREMENT SYSTEM

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. – DISCLOSURE STATEMENT

3.3. E-VERIFY

3.4 BRAND SPECIFIC PRODUCT

3.5. SECURITY SPECIFICATIONS

3.7 SPECIFICATIONS – RESERVED

3.8. DELIVERY

3.9. CONTRACT TERM

4.0 FURNISH AND DELIVER

5.0 DEPARTMENT OF INFORMATION TECHNOLOGY INSTRUCTIONS TO VENDORS………………...11

6.0 DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

1.0 INTENT, USE, DURATION AND SCOPE

The purpose of this Solicitation is to obtain competitive, open-market bids via a formal, advertised Invitation for Bid (“IFB”) to establish a new, agency-specific agreement for an all-inclusive 5-year software support renewal covering the Department of Revenue's existing Broadcom Autosys software environment.

Goods and services will be provided in accordance with the terms and conditions of this Solicitation.

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 of this solicitation. Vendor contact regarding this Solicitation with anyone other than the contact person listed on Page One of this Solicitation may be grounds for rejection of said Vendor’s offer.

Written questions concerning this Solicitation will be received until September 16, 2026 at 11:00 AM Eastern Time. They must be submitted to the contact person listed on Page One of this Solicitation.

Please enter “Questions Solicitation 45-RQ285733” as the subject for the message.

REFERENCE VENDOR QUESTION

IFB Section, Page Number

2.2. ADDENDUM TO SOLICITATION

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

The Agency may issue additional Addenda as needed to modify the specifications, requirements, terms and conditions, etc. Critical information may be included in these Addenda. It is important for Vendors to periodically check the website for any and all Addenda that may be issued prior to the bid opening date.

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

2.3. ELECTRONIC OFFER SUBMITTAL

Due Date: Tuesday, September 22, 2026 Time: 10:00 AM Eastern Time

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

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

The Vendor shall bear the risk for late electronic submission due to unintended or unanticipated delay including, but not limited to, internet issues, network issues, local power outages, or application issues. No offers are able to be uploaded in Ariba after the deadline/bid opening date and time.

a. Submit one (1) signed, original electronic offer via the Ariba Sourcing Module. The Vendor to include the Execution Page 1 WITH the remaining pages of the solicitation in one PDF.

The Execution Page 1 must be signed and dated by an official authorized to bind the Vendor’s firm. Failure to return a signed offer shall result in disqualification. File names should identify

b. the Vendor, solicitation, and document in that order (Vendor Name – Solicitation Number – Offer, etc.).

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

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

e. BID Opening: will be held on Tuesday, September 22, 2026 at 2:00 PM EST, in a Microsoft Teams meeting at the following link:

https://teams.microsoft.com/meet/242953976247668?p=F8pb3s5KzoT1U4u7na.

2.4. BASIS FOR REJECTION

Pursuant to 9 NCAC 06B.0401, the State reserves the right to reject any and all offers, in whole or in part; by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered;

non-compliance with the specifications or intent of this solicitation; lack of competitiveness; error(s) in specifications or indications that revision would be advantageous to the State; cancellation or other changes in the intended project, or other determination that the proposed requirement is no longer needed; limitation or lack of available funds; circumstances that prevent determination of the best offer; or any other determination that rejection would be in the best interest of the State. Vendor contact regarding this IFB with anyone other than Patrick Reil (Contract Specialist), may be grounds for rejection of said Vendor’s offer.

2.5. LATE OFFERS

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

2.6. NON-RESPONSIVE OFFERS

Vendor offers will be deemed non-responsive by the State and will be rejected without further consideration or evaluation if statements such as the following are included:

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

2.7. NOTICE TO VENDOR(S)

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 IFB 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 SYSTEM

The State utilizes the NC eProcurement (NCEP) system to process requisitions and issue purchase orders. See http://eprocurement.nc.gov/ and General Terms and Conditions, Electronic Procurement for more information.

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

NCEP.

b) The transaction fee addressed in General Terms and Condition, Electronic Payment (currently at 1.75%) applies to the purchase of goods only. It does not apply to Vendor Hosted Solutions, IaaS, PaaS, SaaS, software maintenance/support services, or any other type of services.

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

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

2.9. DISTRIBUTORS AND RESELLERS

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

Is Vendor a Broadcom-authorized Reseller? YES / NO*

*If “Yes”, please provide documentation or a link to your reseller status. Please note, if the answer is “No,” your offer may be excluded from further consideration.

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

2.10. POSSESSION AND REVIEW

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

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

2.11. BEST AND FINAL OFFERS (“BAFO”)

The State may establish a competitive range based upon evaluations of offers, and request BAFOs from the Vendor(s) within this range, e.g. “Finalist Vendor(s)”. If negotiations or subsequent offers are solicited, the Vendor(s) shall provide BAFO(s) in response. Failure to deliver a BAFO when requested shall disqualify the non-responsive Vendor from further consideration. The State will 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, award will be based on Best Value Analysis, Lowest Price Technically Acceptable Source Selection Method in accordance with 09 NCAC 06B .0302 Information Technology Procurement.

2.13. POINTS OF CONTACT

Contact by the Offeror with the persons shown below for State contractual and technical matters related to this IFB is only permitted if expressly agreed to by the purchasing lead named on page 4, or upon award of contract:

For Vendor completion:

Vendor Contractual Point of Contact Vendor Technical Point of Contact

Name of Vendor:

Street:

City, State, Zip:

Attn:

Email:

Name of Vendor:

Street:

City, State, Zip:

Attn:

Email:

State Contractual Point of Contact State Technical Point of Contact

Patrick Reil Contract Specialist Email: patrick.reil@ncdor.gov Phone: 919-814-1390

NCDOR Technical POC Trevor Neyman Director IT Service Operations Email: tcneyman@ncdor.gov Phone: (984) 269-3124

NCDOR Business POC Sandra Ashley Email: sandra.ashley@ncdor.gov Phone: (919) 500-6765

3.0 SPECIFICATIONS

3.1. VENDOR STANDARD AGREEMENT(S)

The State’s existing right to use and operate the on-premise Broadcom Autosys software was established under a prior agreement and perpetual license grant. This Solicitation is solely for manufacturer software maintenance, technical support, updates, and patches for the North Carolina Department of Revenue’s existing, on-premise deployment. No new software licenses, term licenses, or Software-as-a-Service (SaaS) subscriptions are being purchased under this Agreement.

The terms and conditions of Vendor’s standard license, maintenance or other agreement(s) applicable to 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 Terms and Conditions herein shall apply in all cases and supersede any provisions contained in Vendor’s relevant standard agreement or any other agreement(s). 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.

3.2. VENDOR UTILIZATION OF WORKERS OUTSIDE U.S. – DISCLOSURE STATEMENT

In accordance with the Statewide Information Security Manual (SISM), the State restricts the location of information systems that receive, process, store, or transmit State and Federal data to the United States which includes the following areas: US States, US Territories, US Embassies, and US Military installations (stateside or overseas). This restriction applies to the Vendor and to any subcontractors engaged to provide Services under this Agreement or with access to State Data.

The Vendor must ensure that its subcontractor agreements contain the same restrictions and will be responsible for monitoring and enforcing subcontractor compliance at all times.

Pursuant to N.C.G.S. §143B-1361(b), the Vendor must complete and return this Disclosure Statement Attachment F with its solicitation response. The Vendor may attach additional pages to its response if needed. The State of North Carolina will evaluate Disclosure Statement Attachments for additional risks, costs, and other factors associated with its service prior to making an award for any such Vendor’s offer. The Vendor must provide the following information in its bid response:

Vendor to complete a.-e. in their offer:

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.

Vendor to enter text here to answer this disclosure question:

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

Vendor to enter text here to answer this disclosure question:

c. Vendor agrees to provide 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 in the event such relocation occurs during the contract term.

Does Vendor agree to provide notice as defined above? YES NO

d. Vendor agrees that 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.

Does Vendor agree to provide disclosure as defined above? YES NO

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

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

3.3. E-VERIFY

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

3.4 BRAND SPECIFIC PRODUCT

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

3.5. SECURITY SPECIFICATIONS

3.5.1 SOLUTIONS HOSTED ON STATE INFRASTRUCTURE

Broadcom Autosys Software Support will be required to receive and securely manage data that is classified as Confidential. Refer to the North Carolina Statewide Data Classification and Handling policy for more information regarding this data classification. The policy is located at the following website: https://it.nc.gov/document/statewide-data-classification-and-handling-policy

To comply with the State’s Security Standards and Policies, State agencies are required to perform annual security/risk assessments on their information systems using NIST 800-53 controls.

3.5.2 SOLUTIONS NOT HOSTED ON STATE INFRASTRUCTURE - Reserved

3.6. ENTERPRISE ARCHITECTURE SPECIFICATIONS

3.6.1 ARCHITECTURE DIAGRAMS- Reserved

3.6.2 IDENTITY AND ACCESS MANAGEMENT - Reserved

3.6.3 INTEGRATION APPROACH - Reserved

3.6.4 DISASTER RECOVERY AND BUSINESS CONTINUITY - Reserved

3.6.5 DATA MIGRATION - Reserved

3.6.6 APPLICATION MANAGEMENT - Reserved

3.6.7 ACCESSIBILITY – Reserved

ENTERPRISE, SERVICES, AND STANDARDS

Agencies and vendors should refer to the Vendor Resources Page for information on North Carolina Department of Information Technology regarding architecture, security, strategy, data, digital, identity and access management and other general information on doing business with state IT process.

The Vendor Resources Page found at the following link: https://it.nc.gov/vendor-engagement-resources. This site provides vendors with statewide information and links referenced throughout the RFP document. Agencies may request additional information.

3.7 SPECIFICATIONS – RESERVED

3.8. DELIVERY

Successful Vendor will provide Broadcom Autosys Software within ten (10) consecutive calendar days after receipt of purchase order electronically to: Trevor Neyman, Email: tcneyman@ncdor.gov

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

3.9. 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 for five (5) years (“Initial Term”), invoiced annually, and will expire upon the anniversary date of the effective date unless otherwise stated in the Notice of Award, or unless terminated earlier.

4.0 FURNISH AND DELIVER

Vendors shall provide the Unit and Extended Costs below to provide a firm, fixed annual support rate for each 12-month period. In accordance with Section 6.0, Paragraph 14, Vendor will annually submit invoices for payment sixty (60) days prior to the anniversary date of the contract.

YEAR 1: Broadcom Autosys Software Renewal Period of Performance: October 1, 2026 – September 30, 2027

ITEM #

QTY

UNIT

DESCRIPTION

UNIT COST

EXTENDED COST

1 1 Each Broadcom Autosys Software Support and Maintenance Renewal

YR 1. CA, Inc. - A Broadcom Company -

CABUNDLE.

CA Technologies - Part#: CABUNDLE

YEAR 2: Broadcom Autosys Software Renewal Period of Performance: October 1, 2027 – September 30, 2028

ITEM # QTY UNIT DESCRIPTION UNIT COST EXTENDED COST

1 1 Each Broadcom Autosys Software Support and Maintenance Renewal

YR 2. CA, Inc. - A Broadcom Company -

YEAR 3: Broadcom Autosys Software Renewal Period of Performance: October 1, 2028 – September 30, 2029

Maintenance Renewal

YR 3. CA, Inc. - A Broadcom Company -

YEAR 4: Broadcom Autosys Software Renewal Period of Performance: October 1, 2029 – September 30, 2030

Maintenance Renewal

YR 4. CA, Inc. - A Broadcom Company -

YEAR 5: Broadcom Autosys Software Renewal Period of Performance: October 1, 2030 – September 30, 2031

Maintenance Renewal

YR 5. CA, Inc. - A Broadcom Company -

Grand Total Offer Cost (Years 1-5)*: _________________

5.0 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.

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.

NCDOR: The North Carolina Department of Revenue 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) CLARIFICATIONS/INTERPRETATIONS: Any and all questions regarding this document must be addressed to the purchaser named on the cover sheet of this document. Do not contact the user directly. Any and all revisions to this document shall be made only by written addendum from NCDOR.

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

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

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

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

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

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

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

10) DIGITAL IMAGING: Reserved.

6.0 DEPARTMENT OF INFORMATION TECHNOLOGY TERMS AND CONDITIONS

1) DEFINITIONS: Supplementing the Definitions appearing in the body of this solicitation, above:

a) “Agency” means the Agency purchasing the goods or Services.

b) “Computer” means a data processing device capable of accepting data, performing prescribed operations on the data, and supplying the results of these operations; for example, a device that operates on discrete data by performing arithmetic and logic processes on the data, or a device that operates on analog data by performing physical processes on the Data.

c) “Computer Data Base” means a collection of data in a form capable of being processed and operated on a Computer.

d) “Computer Program” means a series of instructions or statements in a form acceptable to a Computer, processor or controller that is designed to cause the Computer, processor or controller to execute an operation or operations. Computer programs include operating systems, assemblers, compilers, interpreters, data management systems, utility programs, sort-merge programs and maintenance/diagnostics programs, as well as applications programs such as payroll, inventory control and engineering analysis programs. Computer Programs may be either machine dependent or machine-independent, and may be general purpose in nature or be designed to satisfy the requirements of a particular user.

e) “Computer Software” or “Software” means Computer Programs and Data Bases. Also, see, “Software” below.

f) “Computer Software Documentation” means technical data and information comprising Computer listings and printouts, in human readable form that:

i) Documents the design or details the Computer Software

ii) Explains the capabilities of the Software, or

iii) Provides operating instructions for using the Software to obtain desired results from a

Computer.

g) “Custom or Modified Software” means Software that may be modified by the State, or by Vendor at the State’s request or direction to perform in accordance with specifications.

h) “Data” means recorded information, regardless of form or method of recording.

i) “Deliverable”/”Product Warranties” shall mean and include the warranties provided for products or deliverables licensed to the State in Paragraph 2, and as included in Paragraph 7 c), of these Terms and Conditions unless superseded by a Vendor’s Warranties pursuant to Vendor’s License or Support Agreements.

j) “Hardware” includes Computers, printers, attached equipment or peripherals or other equipment utilized for the State’s intended purposes as expressed in the solicitation documents.

k) “Products” includes Software, Hardware, equipment, options, documentation, accessories, supplies, spare parts.

l) “Services” means the obligations and duties undertaken by the Vendor to comply with the specifications and requirements in this solicitation.

m) “Software” is “Packaged Copyrighted Software Products” (unless otherwise identified) as used in 09 NCAC 06A.0102(13) and means Computer Software that is used regularly for other than governmental purposes and is sold, licensed, or leased in significant quantities to the general public at established market or catalog prices, that is considered “shrink-wrap” or “clickwrap”, that is or may be generally licensed by “shrink-wrap” or “clickwrap” licenses, or Computer Software that does not constitute Custom or Modified Software and is regularly sold, licensed or leased by the Vendor to governmental entities to meet governmental requirements.

n) “State” shall mean the State of North Carolina, NCDIT as an Agency, or an Agency in its capacity as the Award Authority.

o) “Support” includes Hardware maintenance and repair (outside any required by any applicable warranty), Software updates maintenance and support Services, consulting, training and other agreed support Services provided by or through Vendor.

p) “Use”, in the context of Computer Software execution and operation in Section 2 and 3 hereinbelow, means storing, loading, installing, executing or displaying Software on a Computer, processor or controller, or making a copy of Software for archival or backup purposes only.

2) SOFTWARE LICENSE

a) Vendor grants the State a personal non-transferable and non-exclusive right to use, in object code form only, all Software and related documentation furnished to the Agency under this Agreement.

This license grant shall be limited to use with the Hardware (if any) or Products (if any) for which the Software was obtained, or on a temporary basis, on back-up equipment when the original Hardware or Product is inoperable. Use of Software on multiple processors is prohibited unless otherwise agreed in writing. If the License Grant and License Fees are based upon the number of Users, the number of Users may be increased at any time, subject to the restrictions on the maximum number of Users specified in the Vendor’s standard agreement.

b) Software provided pursuant to this Solicitation may, in some circumstances, be accompanied by a clickwrap agreement. The term clickwrap agreement refers to an agreement that requires the end user to manifest his or her assent to terms and conditions by clicking an “ok” or “agree” button on a dialog box or pop-up window as part of the installation process for the Software. The sole purpose of any clickwrap agreement shall be to operate as the mechanism for the installation of the Software. All terms and conditions of any clickwrap agreement provided with any Software solicited herein shall have no force and effect and shall be non-binding on the State, its employees, agents, and other authorized users of the Software.

c) The State agrees to use its best efforts to see that its employees and users of all Software licensed hereunder comply with the terms and conditions set forth in this Agreement, and any Exhibits or Amendments hereto. The State also agrees to refrain from taking any steps, such as reverse engineering, reverse assembly or reverse compilation to derive a source code equivalent to the Software; or portion thereof.

d) The State shall have the right to copy the Software, in whole or in part, for use in conducting benchmark or acceptance tests, for business recovery and disaster recovery testing or operations, and consistent with the security, records retainage or other policy of the Agency for archival or emergency purposes, or to replace a worn copy; but not for use in preparing derivative works unless expressly allowed by the Agreement or subsequent Statements of Work. Any copy of the Software or documentation must contain the same copyright notice and proprietary markings that are on the original Software.

e) Use of Software on any Products other than that for which it was obtained, removal of Software from the United States or any other material breach shall automatically terminate this license.

f) The State’s license includes the right to upgrades, updates, maintenance releases or other enhancements or modifications made generally available to Vendor’s licensees without a separate maintenance or support agreement. Vendor’s right to a new license for new version releases of the Software shall not be abridged by the foregoing.

g) Software bundled with any other Product may be used only with the Product and with the configuration in which the Product is sold by Vendor or subsequently upgraded by Vendor.

h) The State’s license neither transfers, vests nor infers any title or other ownership right in any intellectual property right of Vendor, or any third party. The State’s license neither transfers, vests nor infers any title or other ownership right in any source code associated with the Software unless otherwise agreed by the parties, and will not be construed as a sale of any ownership rights in the Software, unless Custom or Modified Software is being developed as a Work For Hire in response to the State’s solicitation documents.

i) The State may use the Software with the Computer for which or with which it was acquired, including use at any government installation to which the Computer may be transferred by the State. The State may use the Software with the backup Computer if the Computer for which or with which it was acquired is inoperative.

3) USE OF SOFTWARE AND INFORMATION

a) The State agrees that any Software or technical and business information owned by Vendor (“Information”) or its suppliers or licensors and furnished to the State under this Agreement shall be and remain the property of the Vendor, or other party, respectively.

b) All Software and information furnished to the State under this Agreement

i) Shall be used by the State only to install, operate or maintain the Product for which they were originally furnished;

ii) Shall not be reproduced or copied, in whole or in part, except as necessary for use as authorized under this agreement; and

iii) Shall, together with any copies except copies for the Agency’s and State’s archival purposes containing the State’s business records, be returned or destroyed when no longer needed or permitted for use with the Product for which they were initially furnished; and

c) All Software and information designated as “confidential” or “proprietary” shall be kept in confidence except as may be required by the North Carolina Public Records Act: N.C.G.S. §132- 1, et seq.

d) Transfer of Software or program license:

i) Software may be transferred within the United States to any location for the State’s normal operations upon written notice to the Vendor without additional cost(s). Transfers for temporary uses arising as a result of a disaster or disaster recovery test may be effected without notice to the Vendor; provided, however, that the State will employ its best efforts to advise the Vendor of any disaster related transfer requiring more than ten (10) business days.

All other transfers may be permitted only with Vendor’s prior written consent, and such consent shall not be unreasonably withheld. Transfers requiring Vendor’s consent may be subject to an additional license fee.

ii) The rights granted herein are restricted for use solely by the State. The State may not authorize or allow the use or marketing of the Software/Products by or to a third party, and may not assign or transfer the Software or Products to a third party without the prior written consent of Vendor. Any assignee or transferee must execute a separate agreement with Vendor. Any such assignment or transfer shall terminate the obligations of the State under this Agreement

e) Custom or Modified Software, if solicited by the State, is being developed or modified exclusively for the State, and such Custom or Modified Software, all related data, all copyrights in the Custom or Modified Software and derivative works belong exclusively to the State and shall be transferred to the State upon creation.

4) WARRANTY

a) Minimum warranties for Products shall include:

i) On the delivery date the Products and the associated Computer operating system Software will be in good working order (operating in conformance with Vendor’s standard specifications and functions). Unless otherwise specified in the solicitation, the warranty for other suppliers’ Software is included in the suppliers’ Software package and is provided directly from the supplier.

ii) The warranty shall be as provided or specified in the state’s solicitation documents and shall begin on the day of successful installation. If no warranty period is specified, the warranty period shall be Vendor’s standard warranty period for the Products, commencing the day of successful installation.

iii) The state shall notify Vendor if any Product is not in good working order during the warranty period. Vendor shall, at its option, either repair or replace any Product reported as not in good working order during the warranty period without charge to the State. The repair or replacement Products must be new or equivalent to new in performance and fully warranted the same as new. All returned Products will become property of Vendor at the time the Product is either placed in shipment to Vendor, or picked up by Vendor.

iv) The service provided during the warranty period is dependent upon the acceptable warranty option selected by the State and indicated in the State’s solicitation document. If no warranty option is indicated, Vendor will provide their standard warranty service for the Product, unless otherwise agreed by the parties.

v) If the State requires warranty service other than under this Agreement, it shall be agreed to in writing by the parties at rates and terms set forth in such writing.

b) Software warranties shall include the following:

i) Vendor warrants the media (comprising diskettes, tapes or other media) to be free of defects in materials or workmanship under normal use for ninety (90) days from the date of acceptance unless otherwise agreed. Vendor shall replace any media reported as not in good working order during the warranty period without charge to the State. If Vendor is unable to replace the Software, Vendor shall refund the full amount of the Software purchase paid by the State.

ii) In addition to the warranty exclusions stated in Paragraph 5, Vendor does not warrant that the operation of the Software will be uninterrupted or error free, or that the Software functions will meet the State’s requirements unless developed as Customized or Modified Software. The State assumes the risk of any damage or loss from its misuse or inability to use the Software.

iii) For any Customized or Modified Software provided pursuant to this Agreement, Vendor warrants that for a period of one (1) year after the State accepts said Software, it will operate and perform in accordance with the functions and specifications set forth in the solicitation and error free as the solution for the Agency. This express warranty applies only if the State specifically identifies the Hardware environment in which the Customized or Modified Software will be installed or operated, or if it is used in connection with Hardware acquired under this Agreement.

c) Unless otherwise required by the State: Vendor warrants that its support and customer service and assistance will be performed in accordance with generally accepted industry standards. This warranty shall be valid for ninety (90) days from the date support is provided or performance of the service. For a period of ninety (90) days after delivery or ninety (90) days after successful installation, Vendor or its suppliers shall provide telephone assistance to the State during the State’s normal business hours.

d) Vendor warrants to the best of its knowledge that:

i) The licensed Software and associated materials do not infringe any intellectual property rights of any third party;

ii) There are no actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party;

iii) The licensed Software and associated materials do not contain any surreptitious programming codes, viruses, Trojan Horses, “back doors” or other means to facilitate or allow unauthorized access to the State’s information systems.

iv) The Software does not contain any timer, counter, lock or similar device (other than security features specifically approved by Customer in the Specifications) that inhibits or in any way limits the State’s ability to use the Software for the term of this Agreement.

5) WARRANTY EXCLUSIONS

a) Except as stated in Paragraph 4 (Warranty), Vendor and its parent, subsidiaries and affiliates, subcontractors and suppliers make no warranties, express or implied, and specifically disclaim warranties of merchantability or fitness for a particular purpose as provided by N.C.G.S. §§25-2- 316, 25-2-313 and 25-2-315; and as may be amended.

b) The warranty provided in Paragraph 4) (Warranty) does not cover repair for damages, malfunctions or service failures caused by:

i) Actions of non-Vendor personnel;

ii) Failure to follow Vendor’s installation, operation or maintenance instructions and/or Services provided to the State;

iii) Attachment to the Products of non-Vendor products or failure of Products not maintained by

Vendor unless such installation or use is approved in writing by the Vendor; or

iv) Force Majeure conditions set forth herein, below.

6) INTELLECTUAL PROPERTY INDEMNITY

a) The Vendor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Software or Products supplied by the Vendor, their use or operation infringes on a patent, copyright, trademark or violates a trade secret in the United States. The Vendor shall pay those costs and damages finally awarded or agreed in settlement against the State in any such action; damages shall be limited as provided in N.C.G.S. 143B- 1350(h1). Such defense and payment shall be conditioned on the following:

i) That the Vendor shall be notified within a reasonable time in writing by the State of any such claim; and,

ii) That the Vendor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense.

b) If any modifications to the Software applied by Vendor become the subject of a claim of infringement of a patent, copyright, Trademark or a trade secret in the United States, the Vendor, shall at its option and expense, either procure for the State the right to continue using the Software, or to replace or modify the same to become non infringing. If neither of these options can reasonably be taken in Vendor's judgment, or if further use shall be prevented by injunction, the Vendor agrees to take back any affected Software modifications, and refund any sums the State has paid Vendor for Services and the State shall then have the option of terminating the Agreement, or applicable portions thereof, without penalty or termination charge.

c) Vendor will not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State's alteration of any Vendor-branded Software, or from the continued use of the good(s) or Services after receiving notice they infringe on an intellectual property right of a third party.

7) EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY

a) For purposes of the exclusive remedies and limitations of liability set forth in this Paragraph, Vendor shall be deemed to include the Vendor and its employees, agents, representatives, subcontractors, and suppliers and damages shall be deemed to refer collectively to all injuries, damages, losses, liabilities, expenses or costs incurred.

b) The Vendor’s liability for damages to the State arising under the contract shall be limited to two times the value of the Contract.

c) The foregoing limitation of liability shall not apply to claims covered by other specific provisions including but not limited to Service Level Agreement or Deliverable/Product Warranty compliance, or to claims for injury to persons or damage to tangible personal property caused by Vendor’s gross negligence or willful or wanton conduct. This limitation of liability does not apply to contributions among joint tortfeasors under N.C.G.S. 1B-1 et seq., the receipt of court costs or attorney’s fees that might be awarded by a court in addition to damages after litigation based on this Contract. For avoidance of doubt, the Parties agree that the Service Level Agreement and Deliverable/Product Warranty Terms in the Contract are intended to provide the sole and exclusive remedies available to the State under the Contract for the Vendor’s failure to comply with the requirements stated therein.

d) For delays in the delivery or successful Product or Software installation, whichever is applicable, Vendor shall have no liability unless the delivery or successful installation date is delayed by more than thirty (30) days by causes not attributable either to the State or to Force Majeure conditions, in which case the State shall have the right, as its remedies:

i) To recover direct costs including replacement Products, if any, attributable to Vendor's delay, and

ii) To cancel the order without incurring cancellation charges.

iii) Vendor shall have no liability unless the default in delivery of Services is occasioned by causes not attributable either to the State or to Force Majeure conditions

8) SUPPORT AND MAINTENANCE

a) Except as specifically provided herein or in an approved attachment hereto, and unless otherwise consistently provided by Vendor’s standard agreement for support, and except for the provisions in the Vendor License Agreements paragraph above, an order for support will constitute the

State’s acceptance of the terms of the Vendor’s standard agreement for Support in effect on the date of the order, subject to the order of precedence and the limitations in the Vendor’s Standard Agreement(s) paragraph (above) as set forth in the Solicitation. Unless otherwise indicated herein, Support and Maintenance acquired herein will begin at the end of any applicable warranty period.

b) To be eligible for support, Products or Software must be in good operating condition and at then current specified revision levels, having all enhancements, modifications, updates, or upgrades supplied by Vendor. Vendor may charge its standard rates in effect on the date support service is provided in addition to any other charges if the Product(s) or Software do not conform to the specified revision levels.

9) SOFTWARE RETIREMENT

a) Unless otherwise provided in the Vendor’s standard agreement, Vendor retains the right to retire a version of the Software and stop providing Maintenance, Updates or Services, upon providing one-hundred and eighty (180) days written notice to the State of its intent to do so. The decision to stop maintaining a version of the Software is the sole business discretion of Vendor and shall not be deemed a breach of contract.