Solicit.docx

State of South Carolina

REQUEST FOR PROPOSALS

(COMPETITIVE NEGOTIATIONS)

Solicitation Number:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400026039 11/27/2023 George Rozes 803-737-5769 grozes@mmo.sc.gov 1201 Main Street, Suite 600 Columbia, SC 29201

DESCRIPTION: SCEIS Modernization: Platform, Infrastructure S4/HANA Migration, and Optional Managed Application Services

USING GOVERNMENTAL UNIT: South Carolina Department of Administration, (Admin)

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

SUBMIT OFFER BY (Opening Date/Time): January 29, 2024 at 11:00 ET (See Section L - Instructions, Conditions, and Notices to Offerors)

QUESTIONS MUST BE RECEIVED BY: December 15, 2023 at 2:00 ET (See Section L - Instructions, Conditions, and Notices to Offerors)

NUMBER OF COPIES TO BE SUBMITTED: On-line Submission and One Redacted Copy (if necessary)

CONFERENCE TYPE: Pre-Proposal Conference DATE & TIME: December 5, 2023 at 10:00 ET (As appropriate, see Section L - Instructions, Conditions, and Notices to Offerors) LOCATION: Virtual Conference E-mail the Procurement Officer for login information

X

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

NAME OF OFFEROR

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

AUTHORIZED SIGNATURE

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

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

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

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

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

OFFEROR'S TYPE OF ENTITY: (Check one) (See " Section L - Instructions, Conditions, and Notices to Offerors)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

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

PAGE TWO

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

NOTICE ADDRESS (Address to which all procurement and contract related notices should be sent.) (See "Notice" clause)

_________________________________________________ Area Code - Number - Extension Facsimile

E-mail Address

ORDER ADDRESS (Address to which purchase orders will be sent) (See "Purchase Orders and "Invoicing Instructions" clauses)

____Order Address same as Home Office Address ____Order Address same as Notice Address (check only one)

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See Section L - Instructions, Conditions, and Notices to Offerors)

AWARD (To be completed by the State)

MAXIMUM CONTRACT PERIOD:

PAGE TWO

End of PAGE TWO

Request for Proposals No. 54000##### Supplies or services and prices/costs General This contract is to provide platform migration, platform run and optional application development and maintenance services for the South Carolina Department of Administration (Admin) as described in Exhibit 2.0 (Service Model).

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

Contract Type Resource Units and Pricing Methodology is set forth in Exhibit 4.0 (Business Model). This contract is segmented into the following categories:

Migration Projects are Firm-fixed-price contracts provided for a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract. This contract type places upon the contractor maximum risk and full responsibility for all costs and resulting profit or loss. It provides maximum incentive for the contractor to control costs and perform effectively and imposes a minimum administrative burden upon the contracting parties.

Steady State Run Services are Indefinite-Delivery Indefinite-Quantity contracts that may be used to acquire supplies and/or services when the exact times and/or exact quantities of future deliveries are not known at the time of contract award. IDIQ contracts are also known as delivery-order contracts or task-order contracts. See S.C. Code § 11-35-3305. IDIQ contracts permit Government stocks to be maintained at minimum levels; direct shipment to users; flexibility in both quantities and delivery scheduling; and ordering of supplies or services after requirements materialize. IDIQ contracts may provide for any appropriate cost or pricing arrangement, although firm-fixed prices based on units or “rate cards” are preferred.

Pricing (to be completed at time of award) Pricing is described in Attachment B, Exhibit 4.0 (Business Model) to this contract, which Attachment is incorporated into this Section B by reference.

B.4 Total Contract Value The total value of this contract, inclusive of options, will not exceed $ [to be completed at time of award].

B.5 Technical Approach and Staffing Award of this contract is in consideration of the Contractor’s technical approach and staff qualifications, as presented in its Proposal submitted in response to the RFP.

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

Description/specifications/statement of work Statement of Work (to be completed at time of award) The Statement of Work is attached to this contract as Attachment C, Exhibit 2.1 (SCEIS Modernization Services Statement of Work), Exhibit 2.2 (SCEIS Modernization Services Solution) which Attachments are incorporated into this Section C by reference.

Travel Requirements: Intentionally left blank.

State Provided Resources: Requirements set forth in Article 4 of Exhibit 1.4 (General Provisions).

Place of Performance: Requirements set forth in Exhibit 2.1 (SCEIS Modernization Services SOW).

Packaging and marking Delivery/Performance Location After award, all deliveries shall be made and all services provided to the following address, unless otherwise specified:

Office of Technology and Information Services South Carolina Department of Administration 1628 Browning Road, 2nd Floor Columbia, SC 29210 Marking Deliverables The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract. Mark deliverables for the appropriate office and person.

Inspection and acceptance Inspection of Services: Set forth in Attachment C, Exhibit 3.0 (Performance Model) Final Inspection and Acceptance: Set forth in Attachment C, Exhibit 3.0 (Performance Model) State Contract Quality Assurance: Acceptance definition and process set forth in Section 2.5 of Exhibit 1.4 (General Provisions) and Acceptance criteria established in Exhibit 3.1 (Service Level and Deliverable Matrix)

Deliveries or performance Period of Performance Term of Contract – Effective Date / Initial Contract Period (Modified) The effective date of this contract is the first day of the Maximum Contract Period as specified on the final statement of award. The initial term of the contract will continue from the effective date until five (5) years after the State’s acceptance of all implementation, migration projects and implementation services. After the initial term, the State will have the option to renew the contract for five (5) additional one-year periods as provided in the “Term of Contract – Option to Renew clause.” The Contractor shall provide the Procurement Officer written notification of the day the implementation and integration services has been completed and accepted by the State.

Term of Contract – Option to Renew (Modified) At the end of the initial term, and at the end of each renewal term, this Contract shall automatically renew for a period of 1-year, unless Contractor receives notice that the state elects not to renew the Contract at least thirty (30) days prior to the date of renewal. Regardless, this contract expires no later than the last date stated on Page Two.

Conference – Pre-Performance (JAN 2006) Unless waived by the Procurement Officer, a pre-performance conference between the Contractor, state and Procurement Officer shall be held at a location selected by the state within five (5) days after final award, and prior to commencement of work under the Contract. The responsibilities of all parties involved will be discussed to assure a meeting of the minds of all concerned. The successful Contractor or his duly authorized representative shall be required to attend at contractor’s expense. [07-7B040-1].

Deliverables Deliverables are described in Attachment F, Exhibit 3.1 (Service Level and Deliverable Matrix).

Notice Regarding Late Delivery: Acceptance review process and period set forth in Section 2.5 of Exhibit 1.4 (General Provisions).

Acceptance: Has the meaning given in Section 2.5 of Exhibit 1.4 (General Provisions).

State Property All deliverables become the property of the State.

State Comments and/or Approvals Requirements for review and acceptance of Deliverables are specified in Attachment F, Exhibit 1.4 (General Provisions) Section 2.5 Acceptance.

Key Personnel Requirements for key personnel are specified in Attachment F, Exhibit 1.4 (General Provisions), Section 6.1 Key Personnel.

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

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

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

Contract administration data Procurement Officer’s Authority All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only State official authorized to bind the State with regard to this procurement or the resulting contract.

Invoicing Instructions Invoicing instructions are set forth in Section 1.2 of Exhibit 4.0 (Business Model).

Other.

Reporting requirements are set forth in Section 6.17 of Exhibit 2.1 (SCEIS Modernization Services SOW) and Exhibit 3.3 (Reports).

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

Part 2-Contract Clauses

0. Mandatory Contract clauses Mandatory Clauses – State Definitions Except as modified herein, terms shall have the meanings ascribed to them in Section 11-35-310.

AUTHORITY means the State Fiscal Accountability Authority or its successor in interest.

COMMERCIAL SUPPLIER AGREEMENTS means terms and conditions customarily offered to the public by vendors of supplies or services that meets the definition of “commercial product” set forth in S.C. Code Ann. § 11-35-1410 and intended to create a binding legal obligation on the end user. Commercial supplier agreements are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any product or service. The term applies (a) regardless of the format or style of the document (for example, a commercial supplier agreement may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order); (b) regardless of the media or delivery mechanism used (for example, a commercial supplier agreement may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction).

CONTRACT means the agreement between the State and the Contractor resulting from this Solicitation.

CONTRACTOR means the Offeror awarded the Contract.

COVER PAGE means Section A of the Contract, signed by the Contractor.

IN WRITING, WRITING, or WRITTEN means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

PAGE TWO means the second page of Section A of the Contract, which is labeled Page Two.

PROCUREMENT OFFICER means the person, or his successor, identified as such on either the Cover Page, an amendment, or an award notice.

YOU and YOUR means Contractor.

STATE means the Using Governmental Unit(s) identified on the Cover Page.

SUBCONTRACTOR means any person you contract with to perform or provide any part of the work.

US or WE means the using governmental unit.

USING GOVERNMENTAL UNIT means the unit(s) of government identified as such on the Cover Page. If the Cover Page identifies the Using Governmental Unit as “Statewide Contract,” the phrase “Using Governmental Unit” means any South Carolina Public Procurement Unit [§ 11-35-4610(5)] that has submitted a Purchase Order to you pursuant to the contract resulting from this Solicitation.

WORK means all labor, materials, equipment, services, or property of any type, provided or to be provided by the Contractor to fulfill the Contractor’s obligations under the Contract.

Assignment, Novation, and Change of Name, Identity, or Structure

(a) Contractor shall not assign this contract, or its rights, obligations, or any other interest arising from this contract, or delegate any of its performance obligations, without the express written consent of the responsible procurement officer. The foregoing restriction does not apply to a transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations and consolidations, but not including partial asset sales). Notwithstanding the foregoing, Contractor may assign monies receivable under the Contract provided that the State shall have no obligation to make payment to an assignee until thirty days after Contractor (not the assignee) has provided the responsible Procurement Officer with (i) proof of the assignment, (ii) the identity (by contract number) of the specific state contract to which the assignment applies, and (iii) the name of the assignee and the exact address or account information to which assigned payments should be made. (b) If Contractor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, Contractor shall provide the Procurement Officer prompt written notice of such change. (c) Any name change, transfer, assignment, or novation is subject to the conditions and approval required by Regulation 19-445.2180, which does not restrict transfers by operation of law.

Choice-Of-Law The Contract, any dispute, claim, or controversy relating to the Contract, and all the rights and obligations of the parties shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of South Carolina, except its choice of law rules. As used in this paragraph, the term “Contract” means any transaction or agreement arising out of, relating to, or contemplated by the Solicitation.

Commercial Supplier Agreements – Unauthorized Obligations

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this Contract is subject to any commercial supplier agreement that includes any language, provision, or clause requiring the State to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability, the following shall govern: (1) Any such language, provision, or clause is unenforceable against the State. (2) Neither the State nor any State-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the State or any State-authorized end user to such clause. (3) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(b) Paragraph (a) of this clause does not apply to indemnification or any other payment by the State that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

Commercial Supplier Agreements – Unenforceable Clauses

(a) When any supply or service acquired under this Contract is subject to a commercial supplier agreement, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the State, the following shall apply:

(1) Applicability. This agreement is a part of a contract between the commercial supplier and the State for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders).

(2) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a State employee or person acting on behalf of the State in his or her personal capacity.

(3) Law and disputes. This agreement is governed by South Carolina law. (i) Any language purporting to subject the State to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, is hereby deleted. (ii) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable State law is hereby deleted. (iii) Any language prescribing a different time period for bringing an action than that prescribed by applicable State law in relation to a dispute is hereby deleted.

(4) Continued performance. The Service Provider or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the State except as allowed by this contract. If the Service Provider or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of Laws while continuing performance.

(5) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs, or interest, may be awarded against the State only when explicitly provided by statute (e.g., Title 15, Chapter 77, Article 5 of the South Carolina Code of Laws).

(6) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as: (i) terms that change State rights or obligations; (ii) terms that increase State prices; (iii) terms that decrease overall level of service; or (iv) terms that limit any other State right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract by change order.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the State, and the State shall not be deemed to have consented to them.

(7) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by the procurement officer.

(8) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that any legal representation of the State is subject to Title 1, Chapter 7 of the South Carolina Code of Laws.

(9) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying State contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with the Disputes clause; no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the State.

(10) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the State's prior approval, except as expressly permitted under the clause titled “Assignment, Novation, and Change of Name, Identity, or Structure.”

(11) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “Confidential Information.” Notwithstanding anything in this agreement to the contrary, the State may retain any Confidential Information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained Confidential Information will continue to be subject to the confidentiality obligations of this agreement.

(b) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (a), the language, provisions, or clause of paragraph (a) shall prevail to the extent of such inconsistency.

Contract - Order of Precedence – Integration

(a) Contract. Any contract resulting from this solicitation shall consist of (1) Parts 1, 2, and 3 of the Uniform Contract Format as described in the Table of Contents on the Cover Page; (2) any attachments identified as contract documents in Section J.1 or specifically incorporated into the contract by reference; (3) Section K and any accompanying explanation as executed and submitted by the Contractor; and (4) any purchase order(s).

(b) Precedence. Except as follows, these documents shall be read to be consistent and complementary. Part 2 shall be given full effect prior to the application of any other term in the contract, and to the extent of any inconsistency or conflict, the terms in Part 2 take precedence over any similar terms in the contract. Within Part 2, Sections I.1 and I.2 shall be given full effect prior to the application of Sections I.3 and I.4, and to the extent of any inconsistency, Sections I.1 and I.2 take precedence over Sections I.3 and I.4.

(c) Integration. Documents (1) through (3) above constitute the entire Contract between the parties and supersede all other prior or contemporaneous agreements, representations, or discussions, whether oral or written. These documents shall apply notwithstanding any additional or different terms and conditions in any other document, including without limitation, (i) a purchase order or other instrument submitted by the State, (ii) any invoice or other document submitted by Contractor, or (iii) any privacy policy, terms of use, or Commercial Supplier Agreement. Except as otherwise allowed by this Contract, the terms and conditions of all such documents shall be void and of no effect. If the Contract allows the use of any Commercial Supplier Agreements, such agreements shall be deemed modified and amended by the clauses titled “Commercial Supplier Agreements – Unauthorized Obligations” and “Commercial Supplier Agreements – Unenforceable Clauses.”

(d) No contract, license, or other agreement containing contractual terms and conditions will be signed by any Using Governmental Unit. Any document signed or otherwise agreed to by persons other than the Procurement Officer shall be void and of no effect.

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

Disputes

(1) Choice-of-Forum. All disputes, claims, or controversies relating to the Agreement shall be resolved exclusively by the appropriate Chief Procurement Officer in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of Laws, or in the absence of jurisdiction, only in the Court of Common Pleas for, or a federal court located in, Richland County, State of South Carolina. Contractor agrees that any act by the Government regarding the Agreement is not a waiver of either the Government's sovereign immunity or the Government's immunity under the Eleventh Amendment of the United States Constitution. As used in this paragraph, the term "Agreement" means any contract, transaction or agreement arising out of, relating to, or contemplated by the Solicitation. (2) Service of Process. Contractor consents that any papers, notices, or process necessary or proper for the initiation or continuation of any disputes, claims, or controversies relating to the Agreement; for any court action in connection therewith; or for the entry of judgment on any award made, may be served on Contractor by certified mail (return receipt requested) addressed to Contractor at the address provided as the Notice Address on the Signature Page(s) or by personal service or by any other manner that is permitted by law, in or outside South Carolina. Notice by certified mail is deemed duly given upon deposit in the United States mail.

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

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

Incorporation by Reference of Representations and Certifications The Contractor’s representations and certifications, including those in Section K and any accompanying explanation, are incorporated by reference into the contract.

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

Organizational Conflict of Interest

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

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

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

Payment and Interest

(a) The State shall pay the Contractor, after the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified herein, including the purchase order, payment shall not be made on partial deliveries accepted by the Government. (b) Unless otherwise provided herein, including the purchase order, payment will be made by electronic funds transfer (EFT). See clause titled "EFT Information." (c) Notwithstanding any other provision, payment shall be made in accordance with S.C. Code § 11-35-45, or Chapter 6 of Title 29 (real property improvements) when applicable, which provides the Contractor’s exclusive means of recovering any type of interest from the Owner. Contractor waives imposition of an interest penalty unless the invoice submitted specifies that the late penalty is applicable. Except as set forth in this paragraph, the State shall not be liable for the payment of interest on any debt or claim arising out of or related to this contract for any reason. (d) Amounts due to the State shall bear interest at the rate of interest established by the South Carolina Comptroller General pursuant to Section 11-35-45 (“an amount not to exceed fifteen percent each year”), as amended, unless otherwise required by Section 29-6-30. (e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code § 34-31-20, are expressly waived by both parties. If a court, despite this agreement and waiver, requires that interest be paid on any debt by either party other than as provided by items (c) and (d) above, the parties further agree that the applicable interest rate for any given calendar year shall be the lowest prime rate as listed in the first edition of the Wall Street Journal published for each year, applied as simple interest without compounding. (f) The State shall have all of its common law, equitable and statutory rights of set-off.

Pricing Data- Audit – Inspection [Clause Included Pursuant to Section 11-35-1830, - 2210, & -2220] (a) Cost or Pricing Data. Upon Procurement Officer’s request, you shall submit cost or pricing data, as defined by 48 C.F.R. Section 2.101 (2004), prior to either (1) any award to contractor pursuant to 11-35-1530 or 11-35-1560, if the total contract price exceeds $500,000, or (2) execution of a change order or contract modification with contractor which exceeds $100,000. Your price, including profit or fee, shall be adjusted to exclude any significant sums by which the state finds that such price was increased because you furnished cost or pricing data that was inaccurate, incomplete, or not current as of the date agreed upon between parties. (b) Records Retention. You shall maintain your records for three years from the date of final payment, or longer if requested by the chief Procurement Officer. The state may audit your records at reasonable times and places. As used in this subparagraph (b), the term “records” means any books or records that relate to cost or pricing data submitted pursuant to this clause. In addition to the obligation stated in this subparagraph (b), you shall retain all records and allow any audits provided for by 11-35-2220(2). (c) Inspection. At reasonable times, the state may inspect any part of your place of business which is related to performance of the work. (d) Instructions Certification. When you submit data pursuant to subparagraph (a), you shall (1) do so in accordance with the instructions appearing in Table 15-2 of 48 C.F.R. Section 15.408 (2004) (adapted as necessary for the state context), and (2) submit a Certificate of Current Cost or Pricing Data, as prescribed by 48 CFR Section 15.406-2(a) (adapted as necessary for the state context). (e) Subcontracts. You shall include the above text of this clause in all of your subcontracts. (f) Nothing in this clause limits any other rights of the state.

Termination Due to Unavailability of Funds Payment and performance obligations for succeeding fiscal periods shall be subject to the availability and appropriation of funds therefor. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract shall be canceled. In the event of a cancellation pursuant to this paragraph, Contractor will be reimbursed the resulting unamortized, reasonably incurred, nonrecurring costs. Contractor will not be reimbursed any costs amortized beyond the initial contract term.

Mandatory Clauses – Funding Related To the extent of any inconsistency or conflict, Section I.1 takes precedence over any similar terms in this Section I.2.

Mandatory Clauses - Other Mandatory Clauses are set forth in Exhibit 1.4 (General Provisions) To the extent of any inconsistency or conflict, Sections I.1 and I.2 take precedence over any similar terms in this Section I.3.

Negotiated Terms and Conditions To the extent of any inconsistency or conflict, Sections I.1, I.2, and I.3 take precedence over any similar terms in this Section I.4.

The Negotiated Terms and Conditions set forth in Attachment I.4 are incorporated herein by reference.

Part 3-List of Documents, Exhibits, and Other Attachments

0. List of Attachments Solicitation Exhibits Incorporated into Final Contract Attachment B, Pricing Structure, consisting of the following exhibits:

Exhibit 4.0 – Business Model Exhibit 4.1 – Pricing Structure Exhibit 4.2 – Financial Responsibility Matrix Exhibit 4.3 – Form of Invoice Exhibit 4.4 – In-Flight Projects Exhibit 4.5 – Skill Set Descriptions Attachment C – Statement of Work, consisting of the following exhibits:

Exhibit 1.1 - Definitions Exhibit 1.2 - Governance Model Exhibit 1.3 - Service Management Manual Exhibit 1.4 - General Provisions

Exhibit 2.1 – SCEIS Modernization Services Statement of Work Exhibit 2.2 – SCEIS Modernization Services Solution Exhibit 2.3 – Key Personnel Attachment F – Deliverables, consisting of the following exhibits:

Exhibit 3.0 - Performance Model Exhibit 3.1 – Service Level and Deliverable Matrix Exhibit 3.2. – Service Level Definitions Exhibit 3.3 –Reports Exhibit 3.4 – Customer Satisfaction Attachment I – General Provisions - Special Attachment K –Representations, certifications and other statements by Offerors Solicitation Exhibits Not Incorporated into Final Contract J.2.1. Exception to Requirements J.2.2. Offer Qualifications J.2.3. Offeror Experience J.2.4. Offeror References J.2.5. Cancelled Contracts J.2.6 OSP Non-Disclosure Agreements J.2.7. Service Provider Security Assessment Questionnaire Part 4-Representations and Instructions

0. Representations, certifications, and other statements of Offerors Attachment K - Representations, certifications, and other statements of Offerors is a separate document.

Instructions, conditions, and notices to Offerors Description, Background and Objective This Contract is established to transform and run the state’s Enterprise Information System.

The Solicitation follows the Uniform Contract Format which includes four parts. Part 1 is the Schedule and includes eight sections:

Section A - Cover Page and page 2 Section B – Supplies or Services and prices/ costs Section C – Description/ specifications/ statement of work Section D – Packaging and marking Section E – Inspection and acceptance Section F – Deliveries or performance Section G – Contract administration data Section H – Special contract requirements Part 2 includes Section I – Contract clauses.

Part 3 includes Section J – List of Attachments.

Part 4 includes three sections:

Section K - Representations, certifications, and other statements of Offerors Section L – Instructions, conditions, and notices to Offerors Section M – Evaluation factors for award This acquisition process will be conducted using the competitive negotiation source selection method in accordance with S.C. Code § 11-35-1535 and R. 19-445.2099. Several aspects of competitive negotiation warrant highlighting.

· An Offeror may withdraw its proposal at any time prior to award. See section L.2.33.

· After initial evaluation of all proposals the Procurement Officer will establish a competitive range of the most promising proposals. See section M.2.

· The State will attempt to negotiate complete contracts with Offerors selected to the competitive range. See section M.3.3

· At the conclusion of negotiations, the State will invite Offerors remaining in the competitive range to submit best and final offers. See section M.3.3.

· The State will award a Contract to the Offeror whose final revised proposal represents the best value for the government. See section M.3.3.

· After award the Procurement Officer will assemble all contract documents and provide a signed copy of the Contract to the successful Offeror. See section L.5.

Background During the period of 2007 through 2010, the state implemented the SAP enterprise resource planning (ERP) system known as the South Carolina Enterprise Information System (SCEIS) for all administrative functions within all state agencies. The implementation eliminated nearly 170 outdated legacy systems used by 70+ state agencies. Functions performed using the SAP ERP system include finance and accounting, grants management, procurement (solicitations and vendor registration/bids), asset management, human resources, payroll, time and leave management, treasury management, and year-end CAFR reports. In addition to the core functionalities initially implemented, the SCEIS staff has implemented several enhanced functionalities to include the real estate management and plant maintenance modules, sales and distribution module, enhanced employee self-service and management self-service modules, and the SuccessFactors learning management and performance management system.

The SCEIS system has provided many benefits to individual agencies, central state agencies, as well as the executive and legislative branches. As stated, the SCEIS system addresses all core business functions for 70+ state agencies via a fully integrated central system. Nearly 49,000 state employees use the system to enter time, leave requests, view paystubs, leave balances, and complete training via the SCEIS Central module. Managers approve time and leave, monitor employees’ leave balances and training via the SCEIS Central module. SCEIS has also increased accountability and transparency for state government. State leadership, the Inspector General, and the State Auditors Offices have immediate access to agencies’ financial, procurement, and HR data. SCEIS provides the State the ability to have shared services as agencies are on a common, central platform. The Comptroller General’s Office is able to review and approve financial transactions more efficiently and is better able to complete the state’s Comprehensive Annual Financial Report (CAFR) timely and accurately. The State Treasurer’s Office can manage cash and investments efficiently and effectively.

The current SAP ERP system is an on-premise system that uses a database, such as Oracle, IBM, SQL, etc. to store tables and data. The new S/4HANA system will operate in an advanced cloud infrastructure with updated application security to further protect the state’s data. The cloud infrastructure will be managed by a third-party provider. The S/4HANA platform provides real-time reporting and analytics for on demand information. The new platform also has capabilities to provide a modern user interface that is more in line with the skills of the emerging workforce.

This procurement to modernize SCEIS is necessary because the current SAP system reaches end-of-life in 2027 and SAP will no longer support the current system after that time. This procurement will acquire services from one service provider to assist the state with:

1. The migration of the existing SAP system to the next generation SAP platform (S/4HANA) in a cloud infrastructure,

2. The setup and ongoing management of the cloud infrastructure, and

3. Provide optional ongoing application development and maintenance services for SAP and other ERP-related applications.

Vision and Desired Outcomes Vision:

The vision for the SCEIS Modernization program is to create an updated and expanded ERP platform (applications and infrastructure) with SAP S/4HANA as the core that is secure, comprehensive, user-friendly, reliable, integrated, and maintainable.

Desired Outcomes:

1. Customer Satisfaction

a. The updated solutions are more automated, intuitive, accessible, and functional.

b. An implementation process that is efficient, not disruptive, aligned with expectations, and collaborative.

c. Strong relationships and collaboration with Customers and Agencies.

2. Modernized Platform

a. The applications and supporting infrastructure are secure and compliant in design and operation.

b. The updated and expanded solutions are based on new capabilities and technologies that are reliable, efficient, flexible, and supportable.

3. Optimized Operations

a. Admin SCEIS resources continue to focus on customers, business processes, strategy, architecture, applications and sourcing management.

b. Modernization partner driving migration from ECC to S/4 HANA hosted in public cloud.

c. Admin operations evolves over time to support platform on SAP SaaS service offering.

4. Performance to Plan

a. The solutions are delivered per the approved plans: objectives, scope, financials, and timing.

Instructions to Offerors Definitions (MODIFIED) Except as modified herein, terms shall have the meanings ascribed to them in Section 11-35-410.

AMENDMENT means a document issued to supplement the original Solicitation document.

AUTHORITY means the State Fiscal Accountability Authority or its successor in interest.

CLARIFICATION means any communication in which the procurement officer requests or accepts information that clarifies any information in a Proposal. Clarification does not include the request for or acceptance of any change to the terms of a contractual offer.

COMMERCIAL SUPPLIER AGREEMENTS means terms and conditions customarily offered to the public by vendors of supplies or services that meets the definition of “commercial product” set forth in S.C. Code § 11-35-1410 and intended to create a binding legal obligation on the end user. Commercial supplier agreements are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any product or service. The term applies (a) Regardless of the format or style of the document. For example, a commercial supplier agreement may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order; (b) Regardless of the media or delivery mechanism used. For example, a commercial supplier agreement may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

COMPETITIVE RANGE means the Offeror or group of Offerors selected for negotiation.

CONTRACT means the agreement between the State and the Service Provider resulting from this solicitation.

CONTRACTOR means the Offeror receiving an award as a result of this Solicitation.

COVER PAGE means the top page of the original Solicitation on which the Solicitation is identified by number. Offerors are cautioned that Amendments may modify information provided on the Cover Page.

DEFICIENCY means any term of an offer that does not conform to a material requirement of a Solicitation. A material requirement is one that affects the price, quantity, quality, delivery, or other performance obligations of the contract.

IN WRITING, WRITING, or WRITTEN means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

NEGOTIATIONS means any communication that invites or permits an Offeror to change the terms of its contractual offer in any way. Negotiation does not include communications involving (i) information that is necessary to understand an offer, but that does not change any text or graphics in the offer, (ii) information about the Offeror, or (iii) any other information that will not bind the parties upon acceptance of an offer.

OFFER means those portions of a Proposal that constitute a written promise or set of promises to act or refrain from acting in a specified way, so made as to manifest a commitment to be bound by those promises upon acceptance by the State. Offer does not include mere descriptions of approaches, plans, intentions, opinions, predictions, or estimates; statements that describe the Offeror’s organization or capability; or any other statements that do not make a definite and firm commitment to act or refrain from acting in a specified way.

OFFEROR means the single legal entity submitting the Proposal. See bidding provisions entitled “Signing Your Proposal” and “Proposal As Offer To Contract.”

PAGE TWO means the second page of the original Solicitation, which is labeled Page Two.

PROCUREMENT OFFICER means the person, or his successor, identified as such on either the Cover Page, an amendment, or an award notice.

PROPOSAL means the information submitted to the State in response to a request for Proposals. The information in a Proposal includes (i) the offer, (ii) information explaining the offer, (iii) information about the Offeror, and (iv) any other information that is relevant to source…